Final Results

Artisan (UK) PLC 13 July 2004 ARTISAN (UK) plc (AIM) (House builder & business park developer) PRELIMINARY RESULTS FOR THE YEAR TO 31 MARCH 2004 HIGHLIGHTS Key points: • Significant increase in operating profit: £2.02m (2003: £268,000); • Reduction in borrowings to £4.7m (2003: £11.4m); • Focus on core businesses of Residential Housing development and Commercial development; • Decision to concentrate residential development on East Midlands and Lincolnshire regions proving beneficial; • Non-core disposal programme completed ahead of expectations; • Successful outcome of litigation over Bickerton, where claims against the Company failed. Michael Stevens, Chairman commented: 'I am delighted with the significantly improved performance of the Artisan Group as we move out of a period of consolidation. I have every confidence that we will maximise our opportunities in the current year as we continue to grow the business. We remain committed to actively seeking suitable acquisitions within the house building sector to add further shareholder value to Artisan.' Enquiries: Hansard Communications 020 7245 1100 Adam Reynolds Mobile: 07785 908158 Seymour Pierce Limited 020 7107 8000 Sarah Wharry Artisan (UK) plc 01480 436666 Michael Stevens, Chairman Chris Musselle, Finance Director ARTISAN (UK) PLC CHAIRMAN'S STATEMENT During the year to March 2004 we concentrated on the two key core businesses of Residential Housing development and Commercial development and also made arrangements to conclude the non-core disposals programme, ahead of our expectations. Our own performance reflects the markets in which we operate, with housing profits robust, but commercial sales elusive. However I am pleased to note that sales enquiries on our commercial sites since the start of 2004/05 have increased in line with more recent market reports. The perceived strength of the housing market has made it more difficult than expected to agree an acceptably priced housebuilding company acquisition. A number of indicative and initial offers were made by your management but were not successful in attracting potential vendors at a realistic valuation. Notwithstanding the possible short term cycle fluctuations in the housing market, we remain convinced of the long term growth potential for good UK housebuilders and we remain committed to this course. Our activity concentrating on sensibly priced homes in the East Midlands and Lincolnshire has proved stronger than in more volatile areas. In the meantime, I am delighted to report an operating profit of £2.02m being a great improvement to last year's modest £268,000 profit. We have also improved the net profit before tax at £1.1m from last year's £5.3m loss before tax, principally as there has been no further requirement for write downs on non-core assets. I also draw your attention to the substantial reduction in borrowings to £4.7m (2003:£11.4m) compared with £23.3m two years ago, providing us with a healthy base with which to invest to take the Group forward. The outturn for the year to 31 March 2004 is all the more creditable given the substantial distraction and cost of a long drawn out Court battle against the claims from the purchaser of the Bickerton Construction business. I am most pleased that the senior judge hearing the case dismissed those claims and clearly rejected the allegations made against the Company and in particular our Finance Director. It is disappointing that the claimants have been granted leave to appeal and allowed to defer settlement of their liabilities. The irksome legacy of Bickerton aside, we have realised substantially all our investments in Stratus and Wigmore, and closed the book on these non-property activities. The coming year will no doubt be heavily dependent on the short term prospects for the UK housing market. Underlying demand for quality new housing remains strong. Whilst we understand that the market can react irrationally to the sentiment in the second-hand property market, I believe that the Group is strong enough to cope with a degree of rising interest rates in the markets in which we operate. Another unknown for the remainder of this year is the timing of when the UK Government may introduce its Property Investment Fund proposals, how this will influence our product and the opportunity for Artisan and its shareholders. No dividend is proposed for the current year as the board believes it is necessary to retain funds in the business whilst we continue to develop the core activities. However, we do not forget that a key objective is to provide shareholders with a return on their investment. The Board, the staff, and the professional team, are determined to maximise the opportunities the coming year is expected to bring following their laudable efforts in the year under review. I look forward to working with them as Artisan moves out of a period of consolidation. Michael Stevens Chairman 13 July 2004 OPERATIONS REVIEW Rippon Homes now undertakes most of our residential housing development and it continued its solid profitability during 2003/04 holding minimal stock throughout the year as demand surpassed supply. A total of 126 houses were sold and land was acquired for 136 new plots with terms agreed on another 74. This company has responded well to the challenges of the Government and planning system, and is now successfully selling more densely developed sites, with a reduction in average house size and an increase in the number of three storey buildings. Our land buying strategy has taken us closer to the larger conurbations of the East Midlands and also towards the highly populated South Yorkshire region. Following the integration of Living Heritage as a division of Rippon Homes, 31 residual Living Heritage stock units were sold during the year, with the division retaining only a small portfolio of flats from the older stock, which are now being tenanted prior to an eventual disposal. Living Heritage now continues marketing premium developments as part of Rippon Homes. The occupational demand for the business parks developed by Artisan (UK) Developments only started to recover at the very end of the financial year and, as a consequence, this division was unable to cover its overheads and interest costs from the 3,000 square metres of offices and industrial units sold in the twelve months. The sum of this activity takes us into 2004/05 with circa 26,000 square metres of commercial development capacity over four business parks in Hertfordshire and Cambridgeshire and 168 housing plots owned or contracted for purchase, together with the lowest gearing the Group has enjoyed for a considerable period. The low gearing provides us with the opportunity to increase debt to support future growth. The funding capacity is planned to be put to good use in 2004/05 as we look to acquire more housing plots, both through Rippon Homes and through investment in selected projects, whilst continuing our search for a suitable additional housebuilding operation. A number of discussions were held with a variety of housebuilders over the past twelve months, but agreement on pricing has proved very difficult in such buoyant times in the housing market, and your directors have maintained the requirement for a purchase price that makes good long term sense over the full business cycle. Martyn Freeman Chief Executive 13 July 2004 FINANCIAL REVIEW Results Group Turnover for the year to 31 March 2004 was at a slightly reduced £32.1m (2003: £35.3m). However this reduction of £3.2m is as a result of sales of old stock left from the Living Heritage portfolio in the previous year prior to its transfer to Rippon Homes Limited to continue as the brand developing the more exclusive properties. There now remain 5 apartments from the old stock, which have been available for short let prior to an eventual sale. Operating profit has improved by £1.75m to £2.02m from a profit of £268,000, which is an encouraging trend. As a result of both improved trading and the elimination of losses on the old Living Heritage stock, profit from residential activity has improved significantly. However because of depressed market conditions and low volumes the commercial development activity has recorded a loss in the year. Having enjoyed a successful series of sales, the property dealing division is without stock at present, although Artisan will continue to seek opportunities particularly where there is a longer term development opportunity. Summary of operating results (Continuing Activities) Residential Commercial Property Central Total Dealing (excluding goodwill) Turnover - 2004 £26.6m £4.8m £0.7m - £32.1m - 2003 £28.1m £4.7m £2.5m - £35.3m Operating profit - 2004 £3.3m £(0.3)m - £(0.8)m £2.2m - 2003 £1.6m £0.5m £0.1m £(1.6)m £0.6m There has been additional exceptional expenditure in respect of disposals of group undertakings in previous years. This is largely in respect of Bickerton Construction Limited. Share Capital In April 2003, new shares (3m shares at 2p) were issued in settlement of outstanding liabilities to the vendors of Living Heritage. Balance Sheet The Net Assets of the Group have been increased from £13.1m to £14.0m principally as a result of the retained profit for the year. Net debt has continued to reduce by a further £6.4m over the year to 31 March 2004. At 31 March 2004 the group had net cash balances of £0.4m (2003: £0.3m) and borrowings of £4.7m (2003: £11.4m). The reduction has been through the realisation of non-core assets and the sale of old Living Heritage stock. The gearing ratio has been reduced to 31.4% (2003: 83.8%) as a result of continuing debt repayments in the year. However as funds are invested in further land for residential investment, indebtedness is expected to rise from this low level. The result of the substantial write-downs over the last two years had been to create substantial negative distributable reserves. As advised in last year's report and accounts, we applied to court to cancel these negative reserves by reduction of the share premium account. The application was successful and distributable reserves are now positive. Non-Core Assets Artisan has concentrated on realising and rationalising its non-core assets and has now brought this programme to a conclusion with post year end realisations of holdings in Stratus Services Group Inc and Partners in Property Solutions plc modestly in excess of balance sheet value. Artisan retains a small number of common stock shares in Stratus. We were very successful in achieving an early realisation of our investment in The Wigmore Group plc, again at a value slightly in excess of the carrying value at 31 March 2003. The Wigmore disposal realised cash of £1.2m during the year. We remain in dispute with Infiniteland Ltd over the sale of Bickerton Construction Ltd. Artisan has endured a long and expensive High Court hearing which found entirely in favour of Artisan by dismissing Infiniteland's claim against Artisan and upholding our own claim in respect of deferred consideration. However Infiniteland have been granted leave to appeal subject to certain conditions, which to date they have not met. The full outstanding debt remains provided for whilst litigation continues and no assumption of any funds recoverable has been made. We are addressing the enquiries from the liquidator of Bickerton Construction principally concerning management charge transactions prior to disposal. We are also managing potential bond claims totalling approximately £700,000, against which some prudent provision has been made. Other Activities Although we have not succeeded in sourcing the right acquisition, Artisan remains fully committed towards finding new acquisitions to generate greater activity in the core activities of the Group. Bankers Artisan is pleased to report that after careful negotiation, new corporate banking facilities have been agreed with The Royal Bank of Scotland plc. These new facilities are on terms satisfactory to the group and allow for greater funding to be available than hitherto. Chris Musselle Finance Director 13 July 2004 GROUP PROFIT & LOSS ACCOUNT For The Year Ended 31 March 2004 31 Mar 2004 31 Mar 2003 TURNOVER £ £ Continuing operations 32,116,765 35,290,017 COST OF SALES (28,325,253) (32,369,023) __________ __________ GROSS PROFIT 3,791,512 2,920,994 Administrative expenses (1,775,720) (2,681,483) Other operating income 6,254 28,409 __________ __________ GROUP OPERATING PROFIT 2,022,046 267,920 Continuing operations 2,022,046 468,683 Discontinued activities - (200,763) Profit on disposal of fixed assets - 261,614 Loss on sale of group undertaking in prior year (20,343) (4,082) Exceptional provisions in respect of sale of group undertakings in previous years (554,504) (1,177,949) Exceptional termination payments - (570,000) Exceptional profits, losses and provisions arising on current asset investments and loan notes 108,236 (3,525,294) __________ __________ 1,555,435 (4,747,791) Interest payable (486,958) (791,941) Interest receivable and similar income 36,409 200,931 __________ __________ PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION 1,104,886 (5,338,801) TAXATION (336,084) - __________ __________ RETAINED PROFIT/(LOSS) FOR THE YEAR 768,802 (5,338,801) __________ __________ Basic earnings/(loss) per share 0.27p (1.95)p Diluted earnings/(loss) per share 0.27p (1.95)p All recognised gains and losses in the current and prior year are included in the profit and loss account GROUP BALANCE SHEET As at 31 March 2004 31 Mar 2004 31 Mar 2003 £ £ FIXED ASSETS Intangible fixed assets 2,628,190 2,785,174 Tangible fixed assets 368,178 434,475 __________ _________ 2,996,368 3,219,649 __________ _________ CURRENT ASSETS Investments 177,037 398,976 Stocks and work in progress 18,726,086 22,242,791 Debtors 5,079,480 6,281,528 Cash at bank and in hand 355,653 344,371 __________ _________ 24,338,256 29,267,666 CREDITORS: Amounts falling due within one year (12,409,645) (18,054,598) __________ _________ NET CURRENT ASSETS 11,928,611 11,213,068 __________ _________ TOTAL ASSETS LESS CURRENT LIABILITIES 14,924,979 14,432,717 CREDITORS: Amounts falling due after more (52,320) (308,212) than one year Provisions for liabilities and charges (895,000) (975,000) __________ _________ NET ASSETS 13,977,659 13,149,505 __________ _________ CAPITAL AND RESERVES Called up share capital 1,442,647 1,427,647 Share premium account 9,456,668 18,844,878 Merger reserve 515,569 515,569 Capital redemption reserve 91,750 91,750 Profit and loss account 2,471,025 (7,730,339) __________ _________ EQUITY SHAREHOLDERS' FUNDS 13,977,659 13,149,505 ___________ _________ GROUP CASH FLOW STATEMENT For The Year Ended 31 March 2004 31 Mar 2004 31 Mar 2003 £ £ NET CASH INFLOW FROM OPERATING ACTIVITIES 6,517,922 15,305,940 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 36,409 204,984 Interest paid (486,958) (1,269,142) ________ ________ NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (450,549) (1,064,158) TAXATION UK Corporation tax paid (237,295) (1,935,166) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Sale of tangible fixed assets 34,284 555,339 Purchase of tangible fixed assets (31,813) (24,996) ________ ________ NET CASH INFLOW FROM 2,471 530,343 INVESTING ACTIVITIES ACQUISITIONS AND DISPOSALS Disposal of subsidiary undertaking in prior year (20,343) (18,618) Net cash disposed with subsidiary undertakings - (6,190) ________ ________ NET CASH OUTFLOW FROM ACQUISITIONS AND DISPOSALS (20,343) (24,808) MANAGEMENT OF LIQUID RESOURCES Sale of current asset investments 817,897 178,786 EQUITY DIVIDENDS Dividends paid - (403,294) ________ ________ NET CASH INFLOW BEFORE FINANCING 6,630,103 12,587,643 ________ ________ FINANCING Issue of shares - 500,000 Share buy back - (1,162,967) Movement in borrowing (8,655,115) (11,123,893) Capital element of finance leases (17,413) (186,248) __________ __________ NET CASH OUTFLOW FROM FINANCING (8,672,528) (11,973,108) __________ __________ (DECREASE)/INCREASE IN CASH (2,042,425) 614,535 __________ __________ Notes 1. EARNINGS/(LOSS) PER SHARE The basic earnings/(loss) per share is calculated by dividing the profit for the financial year attributable to shareholders by the weighted average number of shares in issue. The weighted average number of shares were 31 Mar 2004 31 Mar 2003 Number Number Basic weighted average number of shares 288,332,705 274,187,964 There were no dilutive potential ordinary shares in 2004 or 2003 2. The financial information set out in this document, which summarises the results of the group, does not amount to statutory accounts within the meaning of Section 240 of the Companies Act 1985. The group's auditors have audited the statutory accounts and have issued an unqualified report thereon within the meaning of Section 235 and have not made any statement under Section 237(2) or (3) of the Companies Act 1985 for the year ended 31 March 2004. 3. Statutory accounts for the year ended 31 March 2003 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 31 March 2004 will be delivered to the Registrar following the Annual General Meeting. No changes have been made to accounting policies. 4. The Annual General Meeting will be held at Butchers Hall, 87 Bartholomew Close, London, EC1A 9HP at 11.30am on 3 September 2004. Copies of this announcement will be available to the public, free of charge, from the offices of Seymour Pierce Ltd, Bucklersbury House, 3 Queen Victoria Street, London, EC4N 8EL during normal office hours, with the exception of Saturdays, Sundays and bank holidays, for 14 days from today. Enquiries: Hansard Communications 020 7245 1100 Adam Reynolds Mobile: 07785 908158 Seymour Pierce Limited 020 7107 8000 Sarah Wharry Artisan (UK) plc 01480 436666 Michael Stevens, Chairman Chris Musselle, Finance Director This information is provided by RNS The company news service from the London Stock Exchange
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