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
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