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(ART.L) Artisan (UK) PLC Buy/Sell
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| Date/Time | Headline | Source |
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| 07-10-09 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 3316A
Artisan (UK) PLC
07 October 2009
ARTISAN (UK) plc
PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2009
Artisan (UK) plc ("the Group"), the AiM listed house builder, business park developer and property investor announces its preliminary results for the year to 30 June 2009.
Key Points:
* Group turnover for the year reduced to £10.9m (2008: £23.4m)
* Operating loss of £6.8m (2008: profit £1.9m)
* Loss before tax of £8.1m (2008: profit £0.6m)
* Residential division showing signs of improved trading during second half, but not to a level that secures profitability
* Commercial division: benefited from forward sales achieved in previous years: some improvement towards the year end
* Banking agreements renegotiated: reinforced cash position maintains some headroom for Group
* Cost reduction programmes completed within the year
Michael W Stevens, Non-executive Chairman, commented:
The markets for both residential and commercial property remain difficult and fragile. Whilst an improvement in customer confidence would be welcome, the most significant improvement required is in mortgage availability. Buyers, without the significant funds required for the increased deposits necessary to obtain most mortgages currently available, need to have access to mortgages requiring lower deposits. Once this availability improves we believe the problem of downward pressure on valuations on agreed property sales will ease.
It is the Board's strong belief that the fundamental characteristic - undersupply of both residential and commercial properties in our local markets - remains strong and that once the economy is in better balance there will be a renewed strong and consistent demand for the Group's products.
Enquiries:
Artisan (UK) plc 01480 436666
Chris Musselle, Chief Executive
Bankside Consultants 020 7367 8888
Simon Rothschild/Louise Mason Mobile: 07703 167065
Altium Capital Limited 0161 831 9133
Adrian Reed
CHAIRMAN'S STATEMENT
Artisan presents its results for the year ended 30 June 2009. Last year I stated that the Group faced some of the toughest trading conditions in its history in respect of the residential market. During the first half of the financial year to 30 June 2009, these tough trading conditions only became worse as the full impact of the economic difficulties on the property markets became apparent with both customer confidence evaporating and customer funding becoming very difficult to obtain. In January 2009 the underlying demand in the residential market prompted renewed customer interest, but after an initial flurry, this has continued only at a more modest level. Commercial customers for our stock items have started to re-emerge towards the end of the financial year. Despite these small signs of an upturn in the second half, volumes remain low and values depressed in the fragile market.
Group Results
Group turnover for the year reduced to £10.9m (2008 - £23.4m). The commercial business generated turnover of £2.9m (2008: £10.7m) and the residential business turnover of £7.8m (2008 - £15.1m). This much reduced level of sales has resulted in an Operating Loss of £2.5m (2008: Profit £2.2m) before exceptional items and an Operating Loss of £6.8m (2008: Profit £1.9m) after exceptional items. It should be noted that the 30 June 2008 full year results included a revaluation surplus arising on our investment properties amounting to £1.2m compared to a writedown of £0.8m in this year's accounts.
Overview
In both the first and second halves of the financial year, the markets for our residential and commercial divisions have continued to be difficult and volatile. It was with some relief that we saw a number of customers returning to the market at the beginning of 2009. This renewed interest was dampened somewhat by the great difficulty in securing mortgage funding and maintaining transactions through to completion in the face of some very cautious mortgage valuations. The initial surge from the few buyers able to fund transactions has slowed to a slightly lower but steady pace. These sales generate cash, but are not yet at a level that will secure profitable trading.
Although Artisan Developments traded reasonably well in the first half of the year, completing forward sales agreed sometime ago, sales of stock items, which are purchases made over a shorter timescale, were very poor for most of the year. Pleasingly, customer enquires improved towards the end of the financial year and stock sales and tenancies have been agreed for completions before and after the year end.
As I have previously advised, the Board foresaw the approach of tougher trading conditions and took steps to create a strong cash headroom position. The benefit of this position has been that it has allowed us to fund the trading losses and to hold funds in respect of bank demands for reduced asset debt ratios. The reduced debt ratios have been part of our successful negotiations with our bank to extend our development facility to 1 July 2011 and adopt a cash covenant in lieu of an interest to profit covenant.
Land purchases have been concentrated on seeking out option and joint venture structures rather than outright acquisitions in order to limit financial exposure.
The inherent quality of our product is of assistance in this market and we have had buyers who have preferred Artisan and Rippon Homes products to cheaper competition.
Marketing
The development divisions have continued to look for innovative ways to promote their products and to negotiate keenly on pricing. To help overcome the lack of mortgage availability to those with restricted funds, we have embarked on a programme of selling some of our lower value properties on a shared equity basis.
Stock values
We have carefully considered the pricing of all stock plots on an individual basis at both the half year and year end. Writing down values in accordance with financial standards combined with some cost increase has resulted in the exceptional losses we have disclosed in the accounts for the year ended 30 June 2009. The basis of providing these writedowns has been to reduce the carrying value to a position whereby our stock will breakeven at gross margin level where there are no future profits expected on a site.
Cost reduction programmes
The management teams have continued to look for cost savings through the year. Production has been substantially reduced with staffing levels reduced accordingly. Unfortunately, we have had to embark on redundancy programmes through the year. The staffing numbers have been reduced by approximately two thirds, but further redundancies have been avoided by virtue of most staff in the Group now working three or four day weeks. The Group Directors have recognised this contribution by staff towards cost saving and have generally agreed temporary salary reductions.
Investment Division
During the year we have not sought to increase our investment in long term property holdings. The tenants in the existing buildings appear to have settled into the new buildings well and without any significant teething problems, underlining the quality of the products we deliver to customers.
We have, as a Board, had to consider the carrying values of the properties. We are not immune to the general increase required for investment yields and we have reflected this accordingly by reducing the carrying value of the properties. This has resulted in a £0.8m charge in the Income Statement compared with the surplus of £1.2m achieved in 2008.
Dividend
Although aware that shareholders wish to see a consistent approach to dividend payments, the Board believes that is only sensible and prudent to retain funds within the business whilst we await a return to normal trading conditions and better results. Accordingly no dividend is recommended for the year.
Aspen Finance Limited
In July 2009, Aspen Finance Limited ("Aspen") a company through which I am beneficially interested in the share capital of Artisan (UK) plc made a mandatory offer to shareholders as a result of the conversion of a loan note previously issued to Aspen, increasing Aspen's shareholding to above 30%, thus triggering a mandatory offer to shareholders. As a result of the conversion and acceptances of the offer, Aspen's shareholding is now 69.6% of the voting shares of Artisan. Over 900 shareholders accepted the offer from Aspen Finance Limited. As stated in the offer document, it is Aspen's current intention to retain Artisan's admission to trading on AIM.
Outlook
As I have already highlighted, although the markets for both residential and commercial property remain difficult and fragile, there are signs that the property markets have begun to stabilise with encouraging national market statistics now starting to emerge. Whilst continued improvement in customer confidence would be welcome, the most significant improvement required to improve outlook is in mortgage availability. Buyers need to have access to mortgages requiring lower deposits, particularly first time buyers. Once mortgage availability improves we believe the problem of downward pressure on valuations on agreed property sales will ease.
The differentiation between old properties and the improved environmental performance of new properties is becoming more marked and better recognised by clients, particularly as regards commercial property. We believe this will help drive demand for our product and we are continuing to take steps to ensure that our products meet the exacting demands of the market and that of new legislation.
We also believe that debt funding for the business will become tighter as debt providers seek to reduce debt levels, apply less flexible funding structures and reduce the loan to cost and loan to value ratios. We do retain a positive relationship with our bankers and have their assurance that they wish work with us in providing facilities beyond the existing term for the main development facility. Our business is well backed with valuable assets which we expect to be better appreciated by the market as more normal conditions return.
As stated in the Aspen offer document, it is the Group's intention to review the existing operations and assess future opportunities for growth. Such opportunities may include the use of Artisan as a platform to expand either the Group's residential or commercial property activities, organically or via acquisitions. Shareholders should be aware that this may require additional debt or equity funding, the form of which cannot currently be predicted and may lead to future shareholder dilution.
It is the Board's strong belief that the fundamental characteristic of property development, undersupply of both residential and commercial properties in our local markets, remains strong and that once the economy is better in balance there will be a renewed strong and consistent demand for the Group's product.
Michael W Stevens
Chairman
6 October 2009
OPERATIONAL AND FINANCIAL REVIEW
Residential Division
Whilst Rippon Homes found the year ended 30 June 2008 a difficult year, 2009 proved even more challenging and potential sales reservations have been hard to find. The difficulties in completing mortgage financing and the very cautious approach of valuers has reduced the number of firm reservations and sales achievable. Sales of 41 units at an average value of £189,650 (2008 - 80 units at an average value of £186,300) is reflective of the current market conditions across the housebuilding sector. The increase in average price reflects the product offer mix and would have been further improved but for the treatment of shared equity sales as referred to below. Rippon Homes have where possible ensured that four bedroom properties have been offered and sales of these products have been achieved as customers have been able to use equity in their existing properties to meet the restricted mortgage provision.
Rippon Homes has continued to use a wide variety of sales incentives. Much of the promotion has focused on the availability of homes at prices discounted from list price and the availability of part exchange properties. The ability to deal in part exchange properties has been very useful in maintaining sales. Part exchange stocks have been carefully managed to avoid creating an overstock of these properties. At the year end Rippon Homes had a stock of 14 units, which was below the management allowance for part exchange stocks. However as there is a time lag between agreeing a part exchange deal on a new house and the eventual sale, in a falling market this has incurred losses. We have also an exceptional provision against the closing stock at 30 June 2009 of £175,000
We have also started selling houses on a shared equity basis to assist customers who cannot raise the equity required to secure a mortgage. By 30 June 2009 we had completed 2 units on this basis and more will follow in the next financial year. The accounting treatment requires that the estimated implied interest cost of deferring part of the sale value is deducted from turnover. In the current year this is not material, but does depress the turnover figure and reduce the average sale value. If 100% of the sale value was recognised, turnover would increase by £30,500 and the average sale value would be £190,400. Rippon Homes has the benefit of a second charge on the property until the deferred share of the property is settled, ordinarily in up to 10 years.
Finished good stocks increased over the first part of the financial year whilst units in build were brought to completion or near completion. Production is now on a limited basis and being managed in response to sales. Finished good stocks are now declining and are expected to continue to be reduced over the coming year. However it is a finely balanced management decision, as Rippon Homes requires sufficient units in production to ensure that there is a balanced portfolio available for future sales. In the current market it is unlikely that sales can be achieved on units that are not either nearing completion or complete.
Commercial Division
The commercial division has suffered from the realities of the current market. The turnover achieved has largely been on the strength of previously agreed forward sales. However, towards the end of the financial year there has been increased interest in our stock units resulting in two freehold sales of previously let units in June. We achieved a further sale of an office unit immediately after the year end. Sales interest is continuing into the current financial year. Although we are achieving lower sale prices and shorter let terms than ideal, the financial performance of the sites indicates that no carrying value provisions are appropriate.
New build is currently suspended and will only be re-started once the Board sees more progress in realising existing stock or on the strength of a forward sale or let contract. The construction team has been very significantly reduced and the remaining staff are not only dealing with the ongoing maintenance issues and technical support for sales enquiries, but investigating changes to our standard product to better meet the evolving environmental requirements of customers and regulators.
The commercial business sold 11,700ft2 of commercial property (2008: 98,000ft2), consisting of 11,700ft2 of completed stock units (2008: 18,000ft2) and nil ft2 of forward sales contracted and in build (2008: 80,000ft2). In 2009 revenue was also derived from forward sales contracted in the previous year.
Investment Properties
As stated in the Chairman's statement, the investment properties continue to be occupied by the tenants and Artisan itself. The property investment market has reflected the current economic conditions and seen an increase in investment yields. Therefore, as at the half year, the Board has considered the carrying value of the properties and after informal consultation with valuers, we have decided to reduce the carrying value by a further £300,000 at the year end culminating in a total charge to income of £750,000 for the year to 30 June 2009 (2008: surplus £1,207,000).
Whilst we are concentrating on maintaining cash balances through the Group, we have not invested in any further long term investment properties. Any lettings achieved by the trading divisions have been regarded as short term steps prior to achieving a sale of the investment.
Land stocks
We have not made any further land purchases other than the completion of the purchase of the second half of Rippon Homes' Debdale Lane site at the beginning of the financial year. Our management teams have concentrated in seeking option or deferred purchase schemes. A number of these are in progress.
The land stock of owned or secured plots at Rippon Homes is 260 plots (2008: 378). Part of the reduction arises from a site of 52 units that is contracted but subject to agreement on valuation. It is not clear whether or not this site will now proceed and is therefore excluded from the plot number declared for 30 June 2009.
The Commercial operation currently holds land, owned or secured of 18,500m2 (2008: 25,300m2). 6,500m2 of the reduction relates to a contracted site that management decided during the year not to purchase. Control of land is a key requirement of generating forward sales and lets and it is the intention of management to secure forward sales as an integral part of achieving future growth.
Results
Residential Commercial Investment Central Total
£m £m £m £m £m
Revenue
2009 7.8 2.9 0.3 (0.1) 10.9
2008 15.1 10.7 0.2 (2.6) 23.4
Operating (Loss)/Profit before group management charges and exceptional items
2009 1.4 - (0.5) (3.4) (2.5)
2008 0.3 1.7 1.5 (1.3) 2.2
The divisional analysis of operating (loss)/profit is before Group management charges and exceptional costs. The central column deducts from turnover the inter segment trading.
The tax credit for the year is £27,000 resulting in an effective tax rate of 0.3% (2008:18.5%). The reduction to standard rate is primarily a result of unrelieved trading losses carried forward for which no deferred tax asset has been recognised and a lack of tax relief on the goodwill impairment.
The exceptional items may be analysed as follows:
2009 2008
£m £m
Goodwill impairment 2.5 -
Staff reduction costs 0.1 0.1
Land contract withdrawal 0.1 -
Residential land provisions 1.4 0.3
Part exchange stock write downs 0.2 -
Total 4.3 0.4
The net assets have reduced from £21.4m to £15.3m as a result of the trading losses for the year and exceptional items including goodwill impairment.
Share capital has increased in the year as a result of the conversion of the convertible loan note of £1.75m issued to Aspen Finance Limited in August 2008. 5,128,205 new shares were issued at a conversion price of 34.125p which reflected the market price of the Company's shares at the date of issue of the loan note. The share price was 39.50p at the date of conversion, and this is the fair value of the conversion for the purposes of the financial reporting standards.
Debt and Banking
The Group has net borrowings of £20.8m (2008: £19.7m). The Group has drawn bank debt of £29.9m (2008: £32.6m) resulting in substantial cash balances which, although reduced, provide funds for continuing trading and debt reduction. Trading conditions resulted in the Group breaching its EBIT to interest covenant at 31 December 2008. Since then the banking facilities have been renegotiated and new terms agreed in respect of the development facilities. The development facility was extended to 1 July 2011. The terms of the investment property loan are also expected to be varied after the year end as our bank seeks to reduce the level of debt provided by varying the loan to value terms and also seeks to increase its margins.
Our revised development bank facility is split between a LIBOR based facility and a base rate based facility. The base rate interest margin was adjustable to reflect the LIBOR based cost of funding, but this element of the facility allows positive bank balances in the Group to be offset against drawdown funds for the purposes of interest calculation allowing for an effective management of funding. The renegotiated margins at the year end are Base Rate plus 3.25% and LIBOR plus 2.25% for the respective sub-divisions of the development loan. We have agreed with our bank that the Interest to EBIT covenant is replaced by a cash covenant; a more appropriate control in these difficult markets. The cash covenant requires Artisan to maintain, on a rolling quarterly basis, a minimum 1 to 1 ratio in respect of cash receipts to payments (excluding loan repayments). The gearing ratio is now 135.6%, (2008: 91.9%).
On 1 August 2008 the Group issued a convertible loan note to Aspen Finance Limited raising £1.75m before costs. As disclosed in this report and accounts Michael W Stevens has a beneficial interest in the shares held by Aspen Finance Limited. As has been already stated, this loan note was converted into share capital in June 2009.
As a result of converting the Loan Notes, Aspen acquired 30% or more of the voting rights in relation to the Company, which obliged Aspen Finance Limited to make a mandatory offer to other shareholders to acquire their shares in accordance with Rule 9 of the Takeover Code.
Work in Progress
Work-in-progress has reduced from £39.1m to £33.7m, reflecting the exceptional provisions and a build slow down in both divisions compared with sales. The key management issue is to maintain sufficient but not excessive stocks of product available for purchase. The nature of the residential market is that most customers are able to choose from available competing product, and therefore a reasonable and varied selection of product across sites is required. This is also true of many commercial customers, particularly for our smaller premises.
It is the sales to customers at short notice where we are seeing some renewed enthusiasm rather that in the forward sale market and we have finished product available to meet customer demands which is providing cash receipts to fund ongoing costs.
Chris Musselle
Chief Executive
6 October 2009
ARTISAN (UK) PLC
GROUP INCOME STATEMENT
For The Year Ended 30 June 2009
Year ended Year ended
30 June 2009 30 June 2008
Note
£ £
REVENUE 10,926,592 23,412,951
COST OF SALES
Before exceptional items (10,172,288) (20,064,578)
Exceptional items 3 (1,684,184) (308,214)
Cost of sales (11,856,472) (20,372,792)
__________ __________
GROSS (LOSS)/PROFIT
Before exceptional items 754,304 3,348,373
Exceptional items 3 (1,684,184) (308,214)
GROSS (LOSS)/PROFIT (929,880) 3,040,159
Other operating income 343,345 475,946
Administrative expenses
Before exceptional items (2,846,302) (2,782,470)
Exceptional items 3 (2,610,124) (41,399)
Administrative expenses (5,456,426) (2,823,869)
__________ __________
(6,042,961) 692,236
Revaluation (deficit)/surplus on investment 6 (750,412) 1,207,111
properties
__________ __________
OPERATING (LOSS)/PROFIT
Before exceptional items (2,499,065) 2,248,960
Exceptional items 3 (4,294,308) (349,613)
OPERATING (LOSS)/PROFIT (6,793,373) 1,899,347
Finance income 29,279 13,893
Finance expense (1,301,189) (1,323,007)
__________ __________
(LOSS)/PROFIT BEFORE TAXATION
Before exceptional items (3,770,975) 939,846
Exceptional items 3 (4,294,308) (349,613)
(LOSS)/PROFIT BEFORE TAXATION (8,065,283) 590,233
Tax credit
Before exceptional items 12,823 88,061
Exceptional items 3 14,602 20,961
Tax credit 27,425 109,022
__________ __________
(LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO
THE EQUITY HOLDERS OF THE PARENT
Before exceptional items (3,758,152) 1,027,907
Exceptional items 3 (4,279,706) (328,652)
(LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO
THE EQUITY HOLDERS OF THE PARENT (8,037,858) 699,255
__________ __________
Basic and diluted (loss)/earnings per share 5 (97.21)p 8.53p
__________ __________
ARTISAN (UK) PLC
GROUP STATEMENT OF CHANGES IN EQUITY
Share Capital Own
Share premium Merger redemption Revaluation Retained shares
capital account reserve reserve reserve earnings held Total
£ £ £ £ £ £ £ £
At 1 July 2007 1,642,650 10,356,683 515,569 91,750 - 8,272,598 (19,065) 20,860,185
Revaluation of owner occupied
property and net income
recognised directly in equity
- - - - 74,840 - - 74,840
Profit for the year - - - - - 699,255 - 699,255
Total recognised income and
expense for the year - - - - 74,840 699,255 - 774,095
Dividends paid - - - - - (221,364) - (221,364)
Credit in respect of employee
share schemes - - - - - 22,572 - 22,572
At 30 June 2008 1,642,650 10,356,683 515,569 91,750 74,840 8,773,061 (19,065) 21,435,488
Revaluation of owner occupied
property and net income
recognised directly in equity
- - - - (46,796) - - (46,796)
Loss for the year - - - - - (8,037,858) - (8,037,858)
Total recognised income and
expense for the year - - - - (46,796) (8,037,858) - (8,084,654)
Dividends paid - - - - - (61,490) - (61,490)
Issue of shares 1,025,641 1,000,000 - - - - - 2,025,641
Credit in respect of employee
share schemes - - - - - 10,188 - 10,188
At 30 June 2009 2,668,291 11,356,683 515,569 91,750 28,044 683,901 (19,065) 15,325,173
ARTISAN (UK) PLC
GROUP BALANCE SHEET
As at 30 June 2009
Company Number : 3630998 30 June 2009 30 June 2008
£ £
ASSETS
Non-current assets
Intangible assets - 2,454,760
Investment properties 6 3,397,438 4,147,850
Property, plant and equipment 833,517 955,039
Other receivables 393,245 394,634
__________ __________
4,624,200 7,952,283
__________ __________
CURRENT ASSETS
Inventories 33,724,507 39,101,427
Trade and other receivables 678,405 1,118,454
Current tax recoverable 19,118 99,733
Cash and cash equivalents 1,396 1,497
__________ __________
34,423,426 40,321,111
__________ __________
Total assets 39,047,626 48,273,394
__________ __________
LIABILITIES
Non-current liabilities
Interest bearing loans and borrowings (19,441,807) (19,704,561)
__________ __________
Current liabilities
Trade and other payables (2,502,802) (6,689,273)
Interest bearing loans and borrowings (1,333,772) -
Provisions (444,072) (444,072)
__________ __________
(4,280,646) (7,133,345)
__________ __________
Total liabilities (23,722,453) (26,837,906)
__________ __________
NET ASSETS 15,325,173 21,435,488
___ __ ____ ___ __ ____
EQUITY ATTRIBUTABLE TO THE EQUITY
HOLDERS OF THE PARENT COMPANY
Called up share capital 2,668,291 1,642,650
Share premium account 11,356,683 10,356,683
Merger reserve 515,569 515,569
Capital redemption reserve 91,750 91,750
Revaluation reserve 28,044 74,840
Retained earnings 683,901 8,773,061
Own shares (19,065) (19,065)
__________ __________
TOTAL EQUITY 15,325,173 21,435,488
___ __ ____ ___ __ ____
ARTISAN (UK) PLC
GROUP CASH FLOW STATEMENT
For The Year Ended 30 June 2009
Year ended Year ended
30 June 2009 30 June 2008
Note
£ £
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/profit before taxation (8,065,283) 590,233
Goodwill impairment charge 2,454,760 -
Depreciation 64,145 69,909
Finance income (29,279) (13,893)
Finance expense 1,301,189 1,323,007
Share based payments charge 10,188 22,572
Loss/(profit) on disposal of property, 2,267 (1,281)
plant and equipment
Revaluation deficit/(surplus) on investment 750,412 (1,207,111)
properties
Profit on sale of investment property - (145,537)
__________ __________
Operating (loss)/profit before changes in
working capital and provisions (3,511,601) 637,899
Decrease/(increase) in inventories 5,376,920 (4,308,866)
Decrease/(increase) in trade and other 441,438 (35,046)
receivables
Decrease in trade and other payables (4,050,322) (1,227,624)
__________ __________
Cash used by operations (1,743,565) (4,933,637)
Finance income received 29,279 13,893
Finance costs paid (1,161,697) (1,293,597)
Tax received/(paid) 108,040 (514,238)
__________ __________
Net cash used in operating activities (2,767,943) (6,727,579)
__________ __________
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (4,186) (44,387)
Capital expenditure on investment - (2,449,981)
properties
Proceeds from sale of investment property - 490,538
Proceeds from sale of property, plant and 12,500 1,528
equipment
__________ __________
Net cash from/(used) in investing 8,314 (2,002,302)
activities
__________ __________
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (61,490) (221,364)
Proceeds from the issue of ordinary share 1,750,000 -
capital
Movement on borrowings 1,071,018 8,951,616
__________ __________
Net cash flow from financing activities 2,759,528 8,730,252
__________ __________
NET (DECREASE)/INCREASE IN CASH AND CASH (101) 371
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE YEAR 1,497 1,126
__________ __________
CASH AND CASH EQUIVALENTS AT THE END OF THE 1,396 1,497
YEAR
___ __ ____ ___ __ ____
Notes
1 Basis of preparation
The financial statements included in this preliminary announcement have
been prepared using recognition and measurement principles consistent with
those of International Financial Reporting Standards ("IFRS") issued by
the International Accounting Standards Board as endorsed by the European
Union, and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
The financial statements are presented in pounds sterling and have been
prepared on the going concern basis. The Group has prepared forecasts
which have been reviewed by the directors, based on estimates and
judgements of the market conditions faced by the Group, including
residential and commercial demand, customer funding availability, selling
prices and the levels of finance available. Many factors will influence
customer demand including interest rates, the perception of bank funding
availability and stability, employment prospects and the overall level of
economic activity in the UK economy. The directors consider that these
forecasts demonstrate an adequate level of headroom for the next 12 months
over the available funding and minimum covenant levels in the Group's
revised bank facility agreements. The Board has also previously announced
the potential for further debt or equity raising to aid the growth of the
Group. Accordingly the Board has adopted the going concern basis for
preparation of these f
Accounting policies have been applied consistently to all periods
presented in the consolidated financial statements
2 Status of financial information
The financial information contained in this preliminary announcement does
not constitute the Company's consolidated statutory financial statements
for the years ended 30 June 2009 and 2008, but is derived from those
financial statements. The financial statements for the year ended 30 June
2008 have been delivered to the Registrar of Companies. The financial
statements for the year ended 30 June 2009 will be delivered following the
Company's Annual General Meeting. The auditors have reported on those
financial statements; their reports were unqualified and did not contain
statements under section 498 (2) or (3) of the Companies Act 2006.
The annual report and financial statements will be posted to shareholders
who have elected to receive a printed copy on 6 October 2009. Copies of
the annual report and financial statements will also be available from the
Company's website at www.artisan-plc.co.uk or the Company Secretary,
Artisan (UK) plc, Vantage House, Vantage Park, Washingley Road,
Huntingdon, Cambridgeshire, PE29 6SR.
3 Exceptional items
2009 2008
£ £
Costs charged to cost of sales
Inventory impairment charge 1,594,012 272,247
Redundancy costs - 35,967
Withdrawal from land purchase contracts 90,172 -
Total costs charged to cost of sales 1,684,184 308,214
Costs charged to administrative expenses
Goodwill impairment charge 2,454,760 -
Redundancy costs 147,683 41,399
Costs of liquidating group undertaking 7,681 -
Total costs charged to administrative expenses 2,610,124 41,399
Total exceptional costs 4,294,308 349,613
The exceptional items reflect the actions taken in response to a significant deterioration in market conditions. These actions include write downs to the carrying value of inventories to net realisable value, a goodwill impairment charge, aborted costs following the withdrawal from land purchase contracts and redundancy costs resulting from a reduction in headcount across the Group. The costs of liquidation of group undertaking relate to the winding up of a dormant overseas subsidiary.
4
Dividends
Amounts paid to equity holders in the year: 2009 2008
£ £
Final dividend for the year ended 30 June 2008 of 0.75p
(2007 - 1.5p) per share 61,490 122,980
Interim dividend for the year ended 30 June 2009 of Nil p
(2008 - 1.2p) per share - 98,384
61,490 221,364
The Directors do not propose to pay a final dividend for the year (2008 - 0.75p per ordinary share).
5
Earnings per share
The basic earnings per share is calculated by dividing the profit after taxation by the weighted average number of shares (excluding treasury shares) in issue.
The weighted average number of shares (excluding treasury shares) were:
2009 2008
Number Number
Basic weighted average number of shares (excluding
treasury shares) 8,268,907 8,198,658
There were no dilutive potential ordinary shares in 2009 or 2008.
6
Investment property
Fair value
Year ended Year ended
30 June 2009 30 June 2008
£ £
At beginning of year 4,147,850 1,515,897
Additions - capital expenditure - 2,238,753
Transfer to property, plant and equipment in
respect of owner - (468,910)
occupied property
Disposals - (345,001)
4,147,850 2,940,739
Revaluations included in income statement (750,412) 1,207,111
At end of year 3,397,438 4,147,850
As at 30 June 2009, the historical cost of investment property owned by the Group was £2,779,931 (2008 * £2,779,931).
The fair values of the Group's investment properties at 30 June 2009 have been arrived at on the basis of open market value by the directors, who are suitably experienced and having regard to professional advice.
During the year £294,334 (2008 - £123,777) was recognised in the income statement as revenue in respect of rental income from investment properties. Direct operating expenses arising from investment properties amounted to £15,106 (2008 - £2,200).
7
The Annual General Meeting will be held at the offices of Altium Capital Limited, 30 St James's Square, London, SW1Y 4AL on 24 November 2009 at 12.00 pm.
Copies of this announcement will be available to the public, free of charge,
from the offices of Altium Capital Limited, 5 Ralli Courts, West Riverside,
Manchester M3 5FT during normal office hours, with the exception of
Saturdays, Sundays and bank holidays, for 14 days from today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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This news article is displayed preformatted as it may contain results tables
RNS Number : 3316A
Artisan (UK) PLC
07 October 2009
ARTISAN (UK) plc
PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2009
Artisan (UK) plc ("the Group"), the AiM listed house builder, business park developer and property investor announces its preliminary results for the year to 30 June 2009.
Key Points:
* Group turnover for the year reduced to £10.9m (2008: £23.4m)
* Operating loss of £6.8m (2008: profit £1.9m)
* Loss before tax of £8.1m (2008: profit £0.6m)
* Residential division showing signs of improved trading during second half, but not to a level that secures profitability
* Commercial division: benefited from forward sales achieved in previous years: some improvement towards the year end
* Banking agreements renegotiated: reinforced cash position maintains some headroom for Group
* Cost reduction programmes completed within the year
Michael W Stevens, Non-executive Chairman, commented:
The markets for both residential and commercial property remain difficult and fragile. Whilst an improvement in customer confidence would be welcome, the most significant improvement required is in mortgage availability. Buyers, without the significant funds required for the increased deposits necessary to obtain most mortgages currently available, need to have access to mortgages requiring lower deposits. Once this availability improves we believe the problem of downward pressure on valuations on agreed property sales will ease.
It is the Board's strong belief that the fundamental characteristic - undersupply of both residential and commercial properties in our local markets - remains strong and that once the economy is in better balance there will be a renewed strong and consistent demand for the Group's products.
Enquiries:
Artisan (UK) plc 01480 436666
Chris Musselle, Chief Executive
Bankside Consultants 020 7367 8888
Simon Rothschild/Louise Mason Mobile: 07703 167065
Altium Capital Limited 0161 831 9133
Adrian Reed
CHAIRMAN'S STATEMENT
Artisan presents its results for the year ended 30 June 2009. Last year I stated that the Group faced some of the toughest trading conditions in its history in respect of the residential market. During the first half of the financial year to 30 June 2009, these tough trading conditions only became worse as the full impact of the economic difficulties on the property markets became apparent with both customer confidence evaporating and customer funding becoming very difficult to obtain. In January 2009 the underlying demand in the residential market prompted renewed customer interest, but after an initial flurry, this has continued only at a more modest level. Commercial customers for our stock items have started to re-emerge towards the end of the financial year. Despite these small signs of an upturn in the second half, volumes remain low and values depressed in the fragile market.
Group Results
Group turnover for the year reduced to £10.9m (2008 - £23.4m). The commercial business generated turnover of £2.9m (2008: £10.7m) and the residential business turnover of £7.8m (2008 - £15.1m). This much reduced level of sales has resulted in an Operating Loss of £2.5m (2008: Profit £2.2m) before exceptional items and an Operating Loss of £6.8m (2008: Profit £1.9m) after exceptional items. It should be noted that the 30 June 2008 full year results included a revaluation surplus arising on our investment properties amounting to £1.2m compared to a writedown of £0.8m in this year's accounts.
Overview
In both the first and second halves of the financial year, the markets for our residential and commercial divisions have continued to be difficult and volatile. It was with some relief that we saw a number of customers returning to the market at the beginning of 2009. This renewed interest was dampened somewhat by the great difficulty in securing mortgage funding and maintaining transactions through to completion in the face of some very cautious mortgage valuations. The initial surge from the few buyers able to fund transactions has slowed to a slightly lower but steady pace. These sales generate cash, but are not yet at a level that will secure profitable trading.
Although Artisan Developments traded reasonably well in the first half of the year, completing forward sales agreed sometime ago, sales of stock items, which are purchases made over a shorter timescale, were very poor for most of the year. Pleasingly, customer enquires improved towards the end of the financial year and stock sales and tenancies have been agreed for completions before and after the year end.
As I have previously advised, the Board foresaw the approach of tougher trading conditions and took steps to create a strong cash headroom position. The benefit of this position has been that it has allowed us to fund the trading losses and to hold funds in respect of bank demands for reduced asset debt ratios. The reduced debt ratios have been part of our successful negotiations with our bank to extend our development facility to 1 July 2011 and adopt a cash covenant in lieu of an interest to profit covenant.
Land purchases have been concentrated on seeking out option and joint venture structures rather than outright acquisitions in order to limit financial exposure.
The inherent quality of our product is of assistance in this market and we have had buyers who have preferred Artisan and Rippon Homes products to cheaper competition.
Marketing
The development divisions have continued to look for innovative ways to promote their products and to negotiate keenly on pricing. To help overcome the lack of mortgage availability to those with restricted funds, we have embarked on a programme of selling some of our lower value properties on a shared equity basis.
Stock values
We have carefully considered the pricing of all stock plots on an individual basis at both the half year and year end. Writing down values in accordance with financial standards combined with some cost increase has resulted in the exceptional losses we have disclosed in the accounts for the year ended 30 June 2009. The basis of providing these writedowns has been to reduce the carrying value to a position whereby our stock will breakeven at gross margin level where there are no future profits expected on a site.
Cost reduction programmes
The management teams have continued to look for cost savings through the year. Production has been substantially reduced with staffing levels reduced accordingly. Unfortunately, we have had to embark on redundancy programmes through the year. The staffing numbers have been reduced by approximately two thirds, but further redundancies have been avoided by virtue of most staff in the Group now working three or four day weeks. The Group Directors have recognised this contribution by staff towards cost saving and have generally agreed temporary salary reductions.
Investment Division
During the year we have not sought to increase our investment in long term property holdings. The tenants in the existing buildings appear to have settled into the new buildings well and without any significant teething problems, underlining the quality of the products we deliver to customers.
We have, as a Board, had to consider the carrying values of the properties. We are not immune to the general increase required for investment yields and we have reflected this accordingly by reducing the carrying value of the properties. This has resulted in a £0.8m charge in the Income Statement compared with the surplus of £1.2m achieved in 2008.
Dividend
Although aware that shareholders wish to see a consistent approach to dividend payments, the Board believes that is only sensible and prudent to retain funds within the business whilst we await a return to normal trading conditions and better results. Accordingly no dividend is recommended for the year.
Aspen Finance Limited
In July 2009, Aspen Finance Limited ("Aspen") a company through which I am beneficially interested in the share capital of Artisan (UK) plc made a mandatory offer to shareholders as a result of the conversion of a loan note previously issued to Aspen, increasing Aspen's shareholding to above 30%, thus triggering a mandatory offer to shareholders. As a result of the conversion and acceptances of the offer, Aspen's shareholding is now 69.6% of the voting shares of Artisan. Over 900 shareholders accepted the offer from Aspen Finance Limited. As stated in the offer document, it is Aspen's current intention to retain Artisan's admission to trading on AIM.
Outlook
As I have already highlighted, although the markets for both residential and commercial property remain difficult and fragile, there are signs that the property markets have begun to stabilise with encouraging national market statistics now starting to emerge. Whilst continued improvement in customer confidence would be welcome, the most significant improvement required to improve outlook is in mortgage availability. Buyers need to have access to mortgages requiring lower deposits, particularly first time buyers. Once mortgage availability improves we believe the problem of downward pressure on valuations on agreed property sales will ease.
The differentiation between old properties and the improved environmental performance of new properties is becoming more marked and better recognised by clients, particularly as regards commercial property. We believe this will help drive demand for our product and we are continuing to take steps to ensure that our products meet the exacting demands of the market and that of new legislation.
We also believe that debt funding for the business will become tighter as debt providers seek to reduce debt levels, apply less flexible funding structures and reduce the loan to cost and loan to value ratios. We do retain a positive relationship with our bankers and have their assurance that they wish work with us in providing facilities beyond the existing term for the main development facility. Our business is well backed with valuable assets which we expect to be better appreciated by the market as more normal conditions return.
As stated in the Aspen offer document, it is the Group's intention to review the existing operations and assess future opportunities for growth. Such opportunities may include the use of Artisan as a platform to expand either the Group's residential or commercial property activities, organically or via acquisitions. Shareholders should be aware that this may require additional debt or equity funding, the form of which cannot currently be predicted and may lead to future shareholder dilution.
It is the Board's strong belief that the fundamental characteristic of property development, undersupply of both residential and commercial properties in our local markets, remains strong and that once the economy is better in balance there will be a renewed strong and consistent demand for the Group's product.
Michael W Stevens
Chairman
6 October 2009
OPERATIONAL AND FINANCIAL REVIEW
Residential Division
Whilst Rippon Homes found the year ended 30 June 2008 a difficult year, 2009 proved even more challenging and potential sales reservations have been hard to find. The difficulties in completing mortgage financing and the very cautious approach of valuers has reduced the number of firm reservations and sales achievable. Sales of 41 units at an average value of £189,650 (2008 - 80 units at an average value of £186,300) is reflective of the current market conditions across the housebuilding sector. The increase in average price reflects the product offer mix and would have been further improved but for the treatment of shared equity sales as referred to below. Rippon Homes have where possible ensured that four bedroom properties have been offered and sales of these products have been achieved as customers have been able to use equity in their existing properties to meet the restricted mortgage provision.
Rippon Homes has continued to use a wide variety of sales incentives. Much of the promotion has focused on the availability of homes at prices discounted from list price and the availability of part exchange properties. The ability to deal in part exchange properties has been very useful in maintaining sales. Part exchange stocks have been carefully managed to avoid creating an overstock of these properties. At the year end Rippon Homes had a stock of 14 units, which was below the management allowance for part exchange stocks. However as there is a time lag between agreeing a part exchange deal on a new house and the eventual sale, in a falling market this has incurred losses. We have also an exceptional provision against the closing stock at 30 June 2009 of £175,000
We have also started selling houses on a shared equity basis to assist customers who cannot raise the equity required to secure a mortgage. By 30 June 2009 we had completed 2 units on this basis and more will follow in the next financial year. The accounting treatment requires that the estimated implied interest cost of deferring part of the sale value is deducted from turnover. In the current year this is not material, but does depress the turnover figure and reduce the average sale value. If 100% of the sale value was recognised, turnover would increase by £30,500 and the average sale value would be £190,400. Rippon Homes has the benefit of a second charge on the property until the deferred share of the property is settled, ordinarily in up to 10 years.
Finished good stocks increased over the first part of the financial year whilst units in build were brought to completion or near completion. Production is now on a limited basis and being managed in response to sales. Finished good stocks are now declining and are expected to continue to be reduced over the coming year. However it is a finely balanced management decision, as Rippon Homes requires sufficient units in production to ensure that there is a balanced portfolio available for future sales. In the current market it is unlikely that sales can be achieved on units that are not either nearing completion or complete.
Commercial Division
The commercial division has suffered from the realities of the current market. The turnover achieved has largely been on the strength of previously agreed forward sales. However, towards the end of the financial year there has been increased interest in our stock units resulting in two freehold sales of previously let units in June. We achieved a further sale of an office unit immediately after the year end. Sales interest is continuing into the current financial year. Although we are achieving lower sale prices and shorter let terms than ideal, the financial performance of the sites indicates that no carrying value provisions are appropriate.
New build is currently suspended and will only be re-started once the Board sees more progress in realising existing stock or on the strength of a forward sale or let contract. The construction team has been very significantly reduced and the remaining staff are not only dealing with the ongoing maintenance issues and technical support for sales enquiries, but investigating changes to our standard product to better meet the evolving environmental requirements of customers and regulators.
The commercial business sold 11,700ft2 of commercial property (2008: 98,000ft2), consisting of 11,700ft2 of completed stock units (2008: 18,000ft2) and nil ft2 of forward sales contracted and in build (2008: 80,000ft2). In 2009 revenue was also derived from forward sales contracted in the previous year.
Investment Properties
As stated in the Chairman's statement, the investment properties continue to be occupied by the tenants and Artisan itself. The property investment market has reflected the current economic conditions and seen an increase in investment yields. Therefore, as at the half year, the Board has considered the carrying value of the properties and after informal consultation with valuers, we have decided to reduce the carrying value by a further £300,000 at the year end culminating in a total charge to income of £750,000 for the year to 30 June 2009 (2008: surplus £1,207,000).
Whilst we are concentrating on maintaining cash balances through the Group, we have not invested in any further long term investment properties. Any lettings achieved by the trading divisions have been regarded as short term steps prior to achieving a sale of the investment.
Land stocks
We have not made any further land purchases other than the completion of the purchase of the second half of Rippon Homes' Debdale Lane site at the beginning of the financial year. Our management teams have concentrated in seeking option or deferred purchase schemes. A number of these are in progress.
The land stock of owned or secured plots at Rippon Homes is 260 plots (2008: 378). Part of the reduction arises from a site of 52 units that is contracted but subject to agreement on valuation. It is not clear whether or not this site will now proceed and is therefore excluded from the plot number declared for 30 June 2009.
The Commercial operation currently holds land, owned or secured of 18,500m2 (2008: 25,300m2). 6,500m2 of the reduction relates to a contracted site that management decided during the year not to purchase. Control of land is a key requirement of generating forward sales and lets and it is the intention of management to secure forward sales as an integral part of achieving future growth.
Results
Residential Commercial Investment Central Total
£m £m £m £m £m
Revenue
2009 7.8 2.9 0.3 (0.1) 10.9
2008 15.1 10.7 0.2 (2.6) 23.4
Operating (Loss)/Profit before group management charges and exceptional items
2009 1.4 - (0.5) (3.4) (2.5)
2008 0.3 1.7 1.5 (1.3) 2.2
The divisional analysis of operating (loss)/profit is before Group management charges and exceptional costs. The central column deducts from turnover the inter segment trading.
The tax credit for the year is £27,000 resulting in an effective tax rate of 0.3% (2008:18.5%). The reduction to standard rate is primarily a result of unrelieved trading losses carried forward for which no deferred tax asset has been recognised and a lack of tax relief on the goodwill impairment.
The exceptional items may be analysed as follows:
2009 2008
£m £m
Goodwill impairment 2.5 -
Staff reduction costs 0.1 0.1
Land contract withdrawal 0.1 -
Residential land provisions 1.4 0.3
Part exchange stock write downs 0.2 -
Total 4.3 0.4
The net assets have reduced from £21.4m to £15.3m as a result of the trading losses for the year and exceptional items including goodwill impairment.
Share capital has increased in the year as a result of the conversion of the convertible loan note of £1.75m issued to Aspen Finance Limited in August 2008. 5,128,205 new shares were issued at a conversion price of 34.125p which reflected the market price of the Company's shares at the date of issue of the loan note. The share price was 39.50p at the date of conversion, and this is the fair value of the conversion for the purposes of the financial reporting standards.
Debt and Banking
The Group has net borrowings of £20.8m (2008: £19.7m). The Group has drawn bank debt of £29.9m (2008: £32.6m) resulting in substantial cash balances which, although reduced, provide funds for continuing trading and debt reduction. Trading conditions resulted in the Group breaching its EBIT to interest covenant at 31 December 2008. Since then the banking facilities have been renegotiated and new terms agreed in respect of the development facilities. The development facility was extended to 1 July 2011. The terms of the investment property loan are also expected to be varied after the year end as our bank seeks to reduce the level of debt provided by varying the loan to value terms and also seeks to increase its margins.
Our revised development bank facility is split between a LIBOR based facility and a base rate based facility. The base rate interest margin was adjustable to reflect the LIBOR based cost of funding, but this element of the facility allows positive bank balances in the Group to be offset against drawdown funds for the purposes of interest calculation allowing for an effective management of funding. The renegotiated margins at the year end are Base Rate plus 3.25% and LIBOR plus 2.25% for the respective sub-divisions of the development loan. We have agreed with our bank that the Interest to EBIT covenant is replaced by a cash covenant; a more appropriate control in these difficult markets. The cash covenant requires Artisan to maintain, on a rolling quarterly basis, a minimum 1 to 1 ratio in respect of cash receipts to payments (excluding loan repayments). The gearing ratio is now 135.6%, (2008: 91.9%).
On 1 August 2008 the Group issued a convertible loan note to Aspen Finance Limited raising £1.75m before costs. As disclosed in this report and accounts Michael W Stevens has a beneficial interest in the shares held by Aspen Finance Limited. As has been already stated, this loan note was converted into share capital in June 2009.
As a result of converting the Loan Notes, Aspen acquired 30% or more of the voting rights in relation to the Company, which obliged Aspen Finance Limited to make a mandatory offer to other shareholders to acquire their shares in accordance with Rule 9 of the Takeover Code.
Work in Progress
Work-in-progress has reduced from £39.1m to £33.7m, reflecting the exceptional provisions and a build slow down in both divisions compared with sales. The key management issue is to maintain sufficient but not excessive stocks of product available for purchase. The nature of the residential market is that most customers are able to choose from available competing product, and therefore a reasonable and varied selection of product across sites is required. This is also true of many commercial customers, particularly for our smaller premises.
It is the sales to customers at short notice where we are seeing some renewed enthusiasm rather that in the forward sale market and we have finished product available to meet customer demands which is providing cash receipts to fund ongoing costs.
Chris Musselle
Chief Executive
6 October 2009
ARTISAN (UK) PLC
GROUP INCOME STATEMENT
For The Year Ended 30 June 2009
Year ended Year ended
30 June 2009 30 June 2008
Note
£ £
REVENUE 10,926,592 23,412,951
COST OF SALES
Before exceptional items (10,172,288) (20,064,578)
Exceptional items 3 (1,684,184) (308,214)
Cost of sales (11,856,472) (20,372,792)
__________ __________
GROSS (LOSS)/PROFIT
Before exceptional items 754,304 3,348,373
Exceptional items 3 (1,684,184) (308,214)
GROSS (LOSS)/PROFIT (929,880) 3,040,159
Other operating income 343,345 475,946
Administrative expenses
Before exceptional items (2,846,302) (2,782,470)
Exceptional items 3 (2,610,124) (41,399)
Administrative expenses (5,456,426) (2,823,869)
__________ __________
(6,042,961) 692,236
Revaluation (deficit)/surplus on investment 6 (750,412) 1,207,111
properties
__________ __________
OPERATING (LOSS)/PROFIT
Before exceptional items (2,499,065) 2,248,960
Exceptional items 3 (4,294,308) (349,613)
OPERATING (LOSS)/PROFIT (6,793,373) 1,899,347
Finance income 29,279 13,893
Finance expense (1,301,189) (1,323,007)
__________ __________
(LOSS)/PROFIT BEFORE TAXATION
Before exceptional items (3,770,975) 939,846
Exceptional items 3 (4,294,308) (349,613)
(LOSS)/PROFIT BEFORE TAXATION (8,065,283) 590,233
Tax credit
Before exceptional items 12,823 88,061
Exceptional items 3 14,602 20,961
Tax credit 27,425 109,022
__________ __________
(LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO
THE EQUITY HOLDERS OF THE PARENT
Before exceptional items (3,758,152) 1,027,907
Exceptional items 3 (4,279,706) (328,652)
(LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO
THE EQUITY HOLDERS OF THE PARENT (8,037,858) 699,255
__________ __________
Basic and diluted (loss)/earnings per share 5 (97.21)p 8.53p
__________ __________
ARTISAN (UK) PLC
GROUP STATEMENT OF CHANGES IN EQUITY
Share Capital Own
Share premium Merger redemption Revaluation Retained shares
capital account reserve reserve reserve earnings held Total
£ £ £ £ £ £ £ £
At 1 July 2007 1,642,650 10,356,683 515,569 91,750 - 8,272,598 (19,065) 20,860,185
Revaluation of owner occupied
property and net income
recognised directly in equity
- - - - 74,840 - - 74,840
Profit for the year - - - - - 699,255 - 699,255
Total recognised income and
expense for the year - - - - 74,840 699,255 - 774,095
Dividends paid - - - - - (221,364) - (221,364)
Credit in respect of employee
share schemes - - - - - 22,572 - 22,572
At 30 June 2008 1,642,650 10,356,683 515,569 91,750 74,840 8,773,061 (19,065) 21,435,488
Revaluation of owner occupied
property and net income
recognised directly in equity
- - - - (46,796) - - (46,796)
Loss for the year - - - - - (8,037,858) - (8,037,858)
Total recognised income and
expense for the year - - - - (46,796) (8,037,858) - (8,084,654)
Dividends paid - - - - - (61,490) - (61,490)
Issue of shares 1,025,641 1,000,000 - - - - - 2,025,641
Credit in respect of employee
share schemes - - - - - 10,188 - 10,188
At 30 June 2009 2,668,291 11,356,683 515,569 91,750 28,044 683,901 (19,065) 15,325,173
ARTISAN (UK) PLC
GROUP BALANCE SHEET
As at 30 June 2009
Company Number : 3630998 30 June 2009 30 June 2008
£ £
ASSETS
Non-current assets
Intangible assets - 2,454,760
Investment properties 6 3,397,438 4,147,850
Property, plant and equipment 833,517 955,039
Other receivables 393,245 394,634
__________ __________
4,624,200 7,952,283
__________ __________
CURRENT ASSETS
Inventories 33,724,507 39,101,427
Trade and other receivables 678,405 1,118,454
Current tax recoverable 19,118 99,733
Cash and cash equivalents 1,396 1,497
__________ __________
34,423,426 40,321,111
__________ __________
Total assets 39,047,626 48,273,394
__________ __________
LIABILITIES
Non-current liabilities
Interest bearing loans and borrowings (19,441,807) (19,704,561)
__________ __________
Current liabilities
Trade and other payables (2,502,802) (6,689,273)
Interest bearing loans and borrowings (1,333,772) -
Provisions (444,072) (444,072)
__________ __________
(4,280,646) (7,133,345)
__________ __________
Total liabilities (23,722,453) (26,837,906)
__________ __________
NET ASSETS 15,325,173 21,435,488
___ __ ____ ___ __ ____
EQUITY ATTRIBUTABLE TO THE EQUITY
HOLDERS OF THE PARENT COMPANY
Called up share capital 2,668,291 1,642,650
Share premium account 11,356,683 10,356,683
Merger reserve 515,569 515,569
Capital redemption reserve 91,750 91,750
Revaluation reserve 28,044 74,840
Retained earnings 683,901 8,773,061
Own shares (19,065) (19,065)
__________ __________
TOTAL EQUITY 15,325,173 21,435,488
___ __ ____ ___ __ ____
ARTISAN (UK) PLC
GROUP CASH FLOW STATEMENT
For The Year Ended 30 June 2009
Year ended Year ended
30 June 2009 30 June 2008
Note
£ £
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/profit before taxation (8,065,283) 590,233
Goodwill impairment charge 2,454,760 -
Depreciation 64,145 69,909
Finance income (29,279) (13,893)
Finance expense 1,301,189 1,323,007
Share based payments charge 10,188 22,572
Loss/(profit) on disposal of property, 2,267 (1,281)
plant and equipment
Revaluation deficit/(surplus) on investment 750,412 (1,207,111)
properties
Profit on sale of investment property - (145,537)
__________ __________
Operating (loss)/profit before changes in
working capital and provisions (3,511,601) 637,899
Decrease/(increase) in inventories 5,376,920 (4,308,866)
Decrease/(increase) in trade and other 441,438 (35,046)
receivables
Decrease in trade and other payables (4,050,322) (1,227,624)
__________ __________
Cash used by operations (1,743,565) (4,933,637)
Finance income received 29,279 13,893
Finance costs paid (1,161,697) (1,293,597)
Tax received/(paid) 108,040 (514,238)
__________ __________
Net cash used in operating activities (2,767,943) (6,727,579)
__________ __________
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (4,186) (44,387)
Capital expenditure on investment - (2,449,981)
properties
Proceeds from sale of investment property - 490,538
Proceeds from sale of property, plant and 12,500 1,528
equipment
__________ __________
Net cash from/(used) in investing 8,314 (2,002,302)
activities
__________ __________
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (61,490) (221,364)
Proceeds from the issue of ordinary share 1,750,000 -
capital
Movement on borrowings 1,071,018 8,951,616
__________ __________
Net cash flow from financing activities 2,759,528 8,730,252
__________ __________
NET (DECREASE)/INCREASE IN CASH AND CASH (101) 371
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE YEAR 1,497 1,126
__________ __________
CASH AND CASH EQUIVALENTS AT THE END OF THE 1,396 1,497
YEAR
___ __ ____ ___ __ ____
Notes
1 Basis of preparation
The financial statements included in this preliminary announcement have
been prepared using recognition and measurement principles consistent with
those of International Financial Reporting Standards ("IFRS") issued by
the International Accounting Standards Board as endorsed by the European
Union, and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
The financial statements are presented in pounds sterling and have been
prepared on the going concern basis. The Group has prepared forecasts
which have been reviewed by the directors, based on estimates and
judgements of the market conditions faced by the Group, including
residential and commercial demand, customer funding availability, selling
prices and the levels of finance available. Many factors will influence
customer demand including interest rates, the perception of bank funding
availability and stability, employment prospects and the overall level of
economic activity in the UK economy. The directors consider that these
forecasts demonstrate an adequate level of headroom for the next 12 months
over the available funding and minimum covenant levels in the Group's
revised bank facility agreements. The Board has also previously announced
the potential for further debt or equity raising to aid the growth of the
Group. Accordingly the Board has adopted the going concern basis for
preparation of these financial statements.
Accounting policies have been applied consistently to all periods
presented in the consolidated financial statements
2 Status of financial information
The financial information contained in this preliminary announcement does
not constitute the Company's consolidated statutory financial statements
for the years ended 30 June 2009 and 2008, but is derived from those
financial statements. The financial statements for the year ended 30 June
2008 have been delivered to the Registrar of Companies. The financial
statements for the year ended 30 June 2009 will be delivered following the
Company's Annual General Meeting. The auditors have reported on those
financial statements; their reports were unqualified and did not contain
statements under section 498 (2) or (3) of the Companies Act 2006.
The annual report and financial statements will be posted to shareholders
who have elected to receive a printed copy on 6 October 2009. Copies of
the annual report and financial statements will also be available from the
Company's website at www.artisan-plc.co.uk or the Company Secretary,
Artisan (UK) plc, Vantage House, Vantage Park, Washingley Road,
Huntingdon, Cambridgeshire, PE29 6SR.
3 Exceptional items
2009 2008
£ £
Costs charged to cost of sales
Inventory impairment charge 1,594,012 272,247
Redundancy costs - 35,967
Withdrawal from land purchase contracts 90,172 -
Total costs charged to cost of sales 1,684,184 308,214
Costs charged to administrative expenses
Goodwill impairment charge 2,454,760 -
Redundancy costs 147,683 41,399
Costs of liquidating group undertaking 7,681 -
Total costs charged to administrative expenses 2,610,124 41,399
Total exceptional costs 4,294,308 349,613
The exceptional items reflect the actions taken in response to a significant deterioration in market conditions. These actions include write downs to the carrying value of inventories to net realisable value, a goodwill impairment charge, aborted costs following the withdrawal from land purchase contracts and redundancy costs resulting from a reduction in headcount across the Group. The costs of liquidation of group undertaking relate to the winding up of a dormant overseas subsidiary.
4
Dividends
Amounts paid to equity holders in the year: 2009 2008
£ £
Final dividend for the year ended 30 June 2008 of 0.75p
(2007 - 1.5p) per share 61,490 122,980
Interim dividend for the year ended 30 June 2009 of Nil p
(2008 - 1.2p) per share - 98,384
61,490 221,364
The Directors do not propose to pay a final dividend for the year (2008 - 0.75p per ordinary share).
5
Earnings per share
The basic earnings per share is calculated by dividing the profit after taxation by the weighted average number of shares (excluding treasury shares) in issue.
The weighted average number of shares (excluding treasury shares) were:
2009 2008
Number Number
Basic weighted average number of shares (excluding
treasury shares) 8,268,907 8,198,658
There were no dilutive potential ordinary shares in 2009 or 2008.
6
Investment property
Fair value
Year ended Year ended
30 June 2009 30 June 2008
£ £
At beginning of year 4,147,850 1,515,897
Additions - capital expenditure - 2,238,753
Transfer to property, plant and equipment in
respect of owner - (468,910)
occupied property
Disposals - (345,001)
4,147,850 2,940,739
Revaluations included in income statement (750,412) 1,207,111
At end of year 3,397,438 4,147,850
As at 30 June 2009, the historical cost of investment property owned by the Group was £2,779,931 (2008 * £2,779,931).
The fair values of the Group's investment properties at 30 June 2009 have been arrived at on the basis of open market value by the directors, who are suitably experienced and having regard to professional advice.
During the year £294,334 (2008 - £123,777) was recognised in the income statement as revenue in respect of rental income from investment properties. Direct operating expenses arising from investment properties amounted to £15,106 (2008 - £2,200).
7
The Annual General Meeting will be held at the offices of Altium Capital Limited, 30 St James's Square, London, SW1Y 4AL on 24 November 2009 at 12.00 pm.
Copies of this announcement will be available to the public, free of charge,
from the offices of Altium Capital Limited, 5 Ralli Courts, West Riverside,
Manchester M3 5FT during normal office hours, with the exception of
Saturdays, Sundays and bank holidays, for 14 days from today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EALEKEFDNFFE
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| 17-09-09 | RNS |
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RNS Number : 2304Z Artisan (UK) PLC 17 September 2009 Artisan (UK) plc ("Artisan" or the "Company") Change of Adviser Appointment of Altium as Nominated Adviser and Broker Following the completion of the mandatory Rule 9 offer by Aspen Finance Limited, the Artisan Board is currently undertaking a review of its existing operations to assess the opportunities for growth. As part of this review, the Board is please to announce that with immediate effect, Altium Capital Limited has been appointed as the Company's Nominated Adviser and Broker. The Board would like to thank Brewin Dolphin for their work and support over recent years and look forward to working with Altium as we take the Company forward. Enquiries:
Artisan (UK) plc
Altium
Bankside Consultants - Financial PR advisers Tel: +44 (0) 20 7367 8888
Louise Mason This information is provided by RNS The company news service from the London Stock Exchange END
APPSFAFSWSUSEEU More |
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| 20-08-09 | RNS |
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RNS Number : 7265X Aspen Finance Limited 20 August 2009 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 20 August 2009 Unconditional mandatory cash offer by Aspen Finance Limited under Rule 9 of the City Code for Artisan (UK) plc Offer for Artisan (UK) plc Closed Further to the announcement made by Aspen on 6 August 2009, Aspen announces that its unconditional mandatory cash offer for Artisan closed at 1.00 p.m. on 19 August 2009 (the "Second Closing Time"). Immediately before the announcement of the Offer on 26 June 2009, Aspen held 7,551,113 Ordinary Shares, representing approximately 56.7 per cent. of Artisan's Issued Share Capital. As at 1.00 p.m. (London time) on 5 August 2009, the first closing date of the Offer (the "First Closing Time"), Aspen had received valid acceptances of the Offer in respect of 1,561,670 Artisan Shares, representing approximately 11.7 per cent. of Artisan's Issued Share Capital. As at the Second Closing Time, Aspen had received further valid acceptances of the Offer in respect of 155,938 Artisan Shares, representing approximately 1.2 per cent. of Artisan's Issued Share Capital. None of the acceptances received in respect of the Offer have been from persons acting in concert with Aspen or were in respect of Artisan Shares which were subject to an irrevocable commitment or a letter of intent procured by Aspen or any of its associates (no such irrevocable commitment or letter of intent having been procured). Accordingly, as at the date of this announcement, Aspen owns or has contracted to acquire in aggregate 9,268,721 Artisan Shares, representing approximately 69.6 per cent. of Artisan's Issued Share Capital. In addition, Christopher Musselle, who is deemed to be acting in concert with Aspen for the purposes of the Offer, holds 19,200 Ordinary Shares, representing approximately 0.14 per cent. of Artisan's Issued Share Capital and options over a further 187,499 Ordinary Shares in the Company exercisable at prices ranging from 120 pence to 640 pence per Ordinary Share. Settlement of the consideration due under the Offer in respect of valid acceptances which have been received prior to the Second Closing Time but after the First Closing Time and are valid and complete in all respects will be dispatched within 14 days of receipt of such acceptances. Save as disclosed in the Offer Document, neither Aspen nor any persons acting or deemed to be acting in concert with it held any Artisan Shares or rights over any Artisan Shares prior to the Offer Period and neither Aspen nor persons acting or deemed to be acting in concert with Aspen have acquired or agreed to acquire any Artisan Shares (or rights over any Artisan Shares) since the commencement of the Offer Period other than pursuant to valid acceptances of the Offer. Neither Aspen or any person acting in concert with Aspen has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of Artisan Shares, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery. Neither Aspen, nor any person acting in concert with Aspen has any outstanding irrevocable commitment or letter of intent in relation to Artisan Shares and neither Aspen, nor any person acting in concert with Aspen, has borrowed or lent any relevant securities of Artisan. Terms defined in the offer document dated 15 July 2009 (the "Offer Document") have the same meaning in this announcement unless the context otherwise requires. A copy of the Offer Document and a copy of this announcement are both available on the following website: http://www.altium.co.uk/aspen/aspen.asp The Offer is not being made, directly or indirectly, and this announcement should not be sent, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction by use of the mail or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions (including, without limitation, post, facsimile transmission, telex and telephone) and doing so may render invalid any purported acceptance. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this announcement should read the relevant provisions of the Offer Document (once published) before taking any action. In particular, the availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. This announcement does not constitute, or form part of, an offer or an invitation to purchase any securities. This announcement has been made by Aspen. Enquiries: Altium (financial advisor to Aspen) Tel: +44 (0) 161 831 9133 Altium Capital Limited 5 Ralli Courts West Riverside Manchester M3 5FT Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Aspen and for no-one else in connection with the Offer and will not be responsible to anyone other than Aspen for providing the protections afforded to clients of Altium nor for providing advice in relation to the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance. This information is provided by RNS The company news service from the London Stock Exchange END
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Can any one fill me in on whats going on.Have not looked ast his share for a while
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Stephen Dean was responsible for the disasterous acquisitions this company made 10 years or so ago and with the exception of Rippon Homes for which he overpaid these have been disposed of.Dean left in 2002.Stevens purchased Deans shares.
The take over offer is a mandatory one because Stevens has over 29% of the shares following conversion of the loan into shares.Mandatory means that Aspen legally had to make the offer under AIM rules not that shareholders had to accept. The Independent Directors put the following arguements against the takeover.NAV is 121p,Group has secured credit facilities to July 2011,Aspens conversion of loan notes indicates a commitment to the companies future. More | View thread (7) | Respond | Login to Vote up | Login to Vote down |
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TX2 said
Except in name the company has little connection with its 2000 version,the previous management has gone. Not entirely true as the CEO is Chris Musselle who used to be the FD and has been there for years. More | View thread (7) | Respond | Login to Vote up | Login to Vote down |
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In fairness to Stevens he has put up £1.75m of his own money into the company to help keep it afloat and in complliance with its bank loans.Anyone can buy shares in the market at the same price as he paid if they wish.
The hard fact is that the housing market is on its knees and the commercial parks which Artisan also develops little better.Even big operators like Taylor Wimpey have been total disaster areas,numerous small builders have gone bust.Nobody can make money at the moment. Except in name the company has little connection with its 2000 version,the previous management has gone.Too early to say if it will survive but Stevens has put far more money in than he has taken out. More | View thread (7) | Respond | Login to Vote up | Login to Vote down |
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The contents of the postings summarised here represents the opinions of the authors and not of Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
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