Preliminary results for the year ended 31 March 2013

Sutton Harbour Holdings plc (“Sutton Harbour”, “the Company”), the AIM listed waterfront regeneration and destination specialist, announces preliminary results for the year ended 31 March 2013.

Highlights

Operational Highlights

• Construction started of King Point Marina at Millbay, due for completion in September 2013
• Launch of Destination Sutton Harbour initiative
• Reconfiguration of berths in Sutton Harbour Marina to cater for larger vessels
• Submission of representations for development of the former airport site through formal planning policy process

Financial

• Revenues at £7.0m (2012: £9.9m)
• Gross operating profit* £2.720m (2012: £3.969m)
• Loss before tax £3.679m (2012: consolidated profit before tax from continuing operations: £0.655m)
• Year-end net debt £17.4m (2012: £15.8m); gearing: 47.5% (2012: 38.2%)
• Net assets £36.6m (2012: £41.5m) or

*Before accounting for impairments and administration costs

Michael Knight, Chairman, commented:

“Trading in the first few weeks of the new financial year is consistent with the prior period as we enter the busier summer marina and car parking season. The second half is typically more lucrative for the fisheries business. The Company is now streamlined, benefiting from its balanced portfolio and emphasis on active asset management. It is, therefore, well-positioned to react quickly to an upturn in occupier demand for many of its exciting development opportunities. It is also looking forward to incorporating the new King Point Marina into the business later this year.”

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Chairman’s and Chief Executive’s Statement

Year Ended 31 March 2013

This year the Chairman’s Statement and Chief Executive’s Report are presented as a combined statement to bring together the Chairman’s overview of Company activity and outlook, together with the more detailed explanation of strategy and progress. This statement comprises an Investors’ Overview Report and an Operations Report.

Investors’ Overview Report

During the year, the Company has made considerable progress in focusing on its platform for future growth, with a strong emphasis on its waterfront property, destination activities and marine operations. The Company has continued with its plans to expand the trading base and to advance realisation of inventory assets. Major projects during the period have been:

• The      start of construction of the King Point Marina at Millbay, due for      completion in September 2013, which will increase the Company’s berthing      capacity by a third
• The      launch of the Destination Sutton Harbour initiative to set a framework for      development and bring greater awareness of, and new uses to, Sutton      Harbour
• The      reconfiguration of berths in Sutton Harbour Marina to cater for larger      vessels
• The      submission of its representations for development of the former airport      site through the formal planning policy process
• The      Company sold its interest in the Cumbria based healthcare investment      company in April 2012 and has made a number of other property and      non-property asset realisations during the year

These activities are consistent with our strategy of being a focussed leading marine, waterfront regeneration and destination specialist in Southern England.

We have continued to take action to reduce our cost base in order to produce an operating surplus without dependency on development profits, and to re-align central administration costs following our exit from the resource-intensive transport activities. The Company has successfully renewed its banking facilities for a three year period ending June 2016 comprising £22m initially, increasing to £22.5m in April 2014, providing clarity on funding over the short to medium term.

Results and Financial Position

Trading has been challenging for certain of our tenants with the prolonged economic downturn leading to delays in achieving new lettings of some rental properties. Equally, opportunities for profitable development are limited; however, our prime sites mean we are well placed to benefit from any up-turn. Against this background, the marina and fishing activities have proved resilient.

The Company commissioned property asset valuation reports from its valuers as at 31 March 2013. The outcome of the complete valuation, as at the year end, gives rise to an overall deficit of £6.183m, or 12.3% decline since 31 March 2012, of which £4.905m was reported in the Interim Report as at 30 September 2012. The Board regards this valuation and its additional movement in yield from the interim figures, as a cautious view of yields and of future trading potential. This should position the Company for improvement in the near future, especially when taking account of the unique location of the assets around Sutton Harbour which rival many prime locations in the country.

The marina has recorded a small increase in vacancies during the reporting year, offset partly by increased summer visitor revenues, whilst the outlook shows improvement with new availability of additional larger vessel berthing. The poor weather was supportive of a good winter berthing season at Sutton Harbour Marina, where the lock affords protection from rough seas. Car parks’ trading also improved, in part due to the proximity of wet weather attractions. Fishing trading activity throughout the year was steady albeit that poor weather hampered fishing in the second half year and prices continued to be depressed by market conditions in continental Europe.

The Company’s net assets as at 31 March 2013 were £36.6m (2012: £41.5m), expressed as 38.0p per share (2012: 43.1p per share). Net bank debt stood at £17.4m (2012: £15.8m) with gearing, expressed as a percentage of net assets was 47.5% (2012: 38.2%). Since the year end, bank debt has increased as the construction of King Point Marina nears completion. All covenant tests were met during the year.

The Company achieved a gross profit of £2.720m (2012: £3.969m) before accounting for impairments and administration costs. Of this result, £1.492m (2012: £2.741m) was recorded in the first half year. The consolidated loss before tax was £3.679m (2012: consolidated profit before tax from continuing operations: £0.655m). Excluding fair valuation adjustments and impairments to inventory the profit before tax was £0.725m, of which £0.338m was attributable to the regeneration segment (2012: £1.684m of which £1.578m was attributable to the regeneration segment). During the year ended 31 March 2013, all results are recorded as being attributable to continuing activities.

The Board does not recommend payment of a final dividend on the year’s results (2012: £nil) but remains conscious of the importance of dividend to many shareholders. Successful realisation of inventory will facilitate a reduction in debt levels. The consequent saving in debt servicing costs is considered to be a major factor in determining future dividend payments.

Corporate Governance and Staff

For most of the year the Board has comprised two Executive Directors, two Non-Executive Directors and the Chairman. Michael Knight has now served eight years as a Non-Executive Director, including six years as Chairman during what has been an extremely challenging period for the Company. Discussions with the two largest shareholders have indicated a desire for change and, accordingly, we are accelerating the succession process and have initiated a search for a new chairman. Consultants have been appointed to identify candidates who can act for the benefit of all stakeholders. The Board is committed to effecting the transition in an orderly manner and Michael will stand down after a suitable replacement has been appointed. Further details will be announced in due course.

Staffing, including the Executive Directors, now totals 35 employees, compared with a peak of 245 in 2010. On behalf of the Board we wish to thank colleagues for their considerable efforts during the last twelve months. They show great commitment to the success of Sutton Harbour Holdings Plc.

Summary

The Company has completed its first full reporting period after separating from its former airline and airport operating activities. The underlying results (before fair value adjustments and development inventory impairment) generated from the trading businesses demonstrate that the Company can achieve a sustainable operating profit without reliance on development profits, which have always been variable and continue to be unpredictable. Through this difficult transitional period the Company has continued to work on a new generation of projects, notably King Point Marina and Destination Sutton Harbour, in order to provide future growth in trading profits and capital appreciation. Realisation of the former airport site is a key priority, which has the potential to deliver a step-change in Company finances and the Company is working towards this goal.

Operations Report

Marine Division Report

Following the record year for fisheries activity, with £17.3m fish landed during year ended 31 March 2012, we have seen a 10.5% decline to £15.4m landings during this financial year resulting from runs of poor weather and downward pressure on auction prices. However, this is still a positive result, with 7.7% growth from year ended 31 March 2011 (£14.3m landings) and noting that until 2010, annual landings values were below £10m per annum. We have now received approval of a match funded grant to support investment into a new ice plant and we plan to commission the installation later in 2013.

Marina berthing incomes for the year were comparable with the prior year with occupancy at 84.2% (2012: 90.0%) and gross annual berthing revenues marginally down by 2.6%. Since the year end we have completed a reconfiguration of some berthing at Sutton Harbour Marina to provide accommodation for a greater number of boats exceeding 12 metres. These works have been undertaken in response to increasing demand for larger vessels, and to address vacancy of some smaller, less remunerative berths.

With the new 171 berth King Point Marina taking shape, enquiries and bookings for annual and longer term berthing are now being taken. This new facility, also in Plymouth, is at the heart of the Millbay regeneration area where a number of waterfront apartment buildings and other facilities are being constructed. We believe King Point Marina will have a different appeal to Sutton Harbour Marina. King Point will have modern amenity facilities with parking and the open lock barrel will facilitate fast access to the sea. The lock barrel entrance will also accommodate multi-hull vessels, which we have not been able to receive at Sutton Harbour Marina. Sutton Harbour Marina continues to offer different levels of service, priced accordingly, a city centre location and the calm waters behind the wave gates providing a significant additional benefit. The Company will be marketing both facilities at the forthcoming Southampton Boat Show

Real Estate Report

During the year occupancy levels across the portfolio were stable, with one vacation in March 2013 following completion of a lease surrender with compensation received. We continue to receive interest in vacant ground floor and other office space around the Harbour and, since the year end, have agreed heads of terms with one new tenant. After recording the office vacation at the year end, the occupancy rate, by area, was 85.2% (31 March 2012: 89.1%), and the Company continues to attract both national and independent occupiers, which assists with the spread of risk. Following the launch of Destination Sutton Harbour, an overarching framework has been created to ensure future sustainability of the Harbour through support for existing businesses and adding new uses, together with a new website, www.experiencesuttonharbour.co.uk. This website provides details of attractions, restaurants and other businesses around the Harbour. Businesses may also participate in the Experience loyalty card scheme, whereby consumers can access seasonal discounts. We expect these initiatives to have a positive impact on demand and thus the resultant yield and rent profiles.

Car parking revenues have improved this year giving the best result during our six years of ownership of the Harbour and Lambhay car park assets. During the year we outsourced the day-to-day management to a specialist operator to improve marketing of the facilities and to introduce mobile phone payment technologies. At the year end the directors reassessed the classification of the car parks as Property, Plant and Equipment from Investment Property, which is considered to better reflect the nature of these assets.

The table below summarises the key estate management and regeneration statistics.

Regeneration Report

Having completed the sale of surplus airport land in phases over recent years, this year we have focused on positioning land inventory for future realisation. The Company holds two major sites: East Quays, a waterfront site overlooking Sutton Harbour, and the 113 acre Former Airport Site located in Derriford, an area in northern Plymouth.

Until recently, the Company was unable to progress new development opportunities for the East Quays site, as approximately one third of it was reserved for the BBC. The BBC did not commit to this scheme, which was amended from a previous design to which the Corporation had agreed, and, as announced on 22 March 2013, the Company and the BBC ultimately agreed to extinguish all previous agreements relating to the site in March 2013. The costs in connection with this agreement were not material. The East Quays site forms a key part of the next phase of development proposed for the Harbour. The site still benefits from two different and valuable live planning consents and the Company is currently considering opportunities to achieve best value from interest we have recently received, having regard to the overall vision for the eastern side of Sutton Harbour. The Company continues to retain the benefit of its masterplanning and planning consents in respect of the Portland scheme.

Destination Sutton Harbour was launched on 26 November 2012 as a framework from which to develop new uses and attractions around the Harbour, with an aspiration to position Sutton Harbour as a destination of regional importance and national significance. The Company subsequently submitted its plans for a boardwalk structure together with approximately 19,000 sq ft of food and beverage outlet accommodation. Working in conjunction with English Heritage and Plymouth City Council the submission was temporarily withdrawn to address certain heritage related issues and we expect to resubmit the revised application this summer. Known as The Boardwalk at Little Vauxhall Quay, the scheme will improve accessibility around the western side of the Harbour and is designed to provide family-orientated leisure dining and retail space with stunning views overlooking the water. The Boardwalk is one of twelve development sites of various sizes identified around the Harbour. A small open air space close to the Mayflower Steps (the Departure point for the Pilgrim Fathers in 1620) has now been granted consent for an innovative open air organic food operation and construction is anticipated to complete this summer.

During the last year the Company has maintained and secured the 113 acre former airport site. We are pleased to report that good progress has been made in advancing planning policy to support alternative uses for this site. In May 2013, the Planning Inspector delivered the preliminary report that the existing draft Area Action Plan was, in his opinion, unsound. We believe this brings forward the opportunity to submit a planning application for alternative use of the site in the near future. During the year, the property asset has been reclassified to inventory and aggregated with the costs relating to the new link road, utility connections and other associated costs relating to the development of the site.

The link road across the former airport site, providing greatly improved access to benefit new development that has already taken place and future uses of the site, was completed giving rise to a further receipt from the developer of previously sold land.

Operations Outlook

Trading in the first few weeks of the new financial year is consistent with the prior period as we enter the busier summer marina and car parking season. The second half year is typically more lucrative for the fisheries business. The Company is now streamlined, benefitting from its balanced portfolio and emphasis on active asset management. It is, therefore, well-positioned to react quickly to an upturn in occupier demand for many of its exciting development opportunities, as well as looking forward to incorporating the new King Point Marina into the business later this year.

Michael Knight                                                     Jason Schofield

Chairman                                                               Chief Executive

19 June 2013

Consolidated Income Statement

For the year ended 31 March 2013

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2013

Balance Sheet

As at 31 March 2013

Consolidated Statement of Changes in Equity

For the year ended 31 March 2013

Consolidated Cash Flow Statement

For the year ended 31 March 2013

Notes

Segment Results

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

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

The Board of Directors assesses the performance of the operating segments using operating profit. The segment information provided to the Board of Directors for the reportable segments for the year ended 31 March 2013 is as follows:

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

Unallocated expenses include central administrative costs that cannot be split between the various business segments because they are incurred in assisting the Group generate revenues across all business segments.

Revenue can be divided into the following categories:

No revenues from any one customer represented more than 10% of the Group’s revenue for the year (2012: revenues of £2,300,000 were derived from one customer and were attributable to sales of land and property within the Regeneration segment).

Prior Period Error Adjustment

The accounts for years ended 31 March 2012 and 2011 have been restated to reflect the more appropriate treatment of the car park assets as trading assets.

The directors consider that the car park assets, previously classified as investment property, are more appropriately classified as Property, Plant and Equipment, The impact of this is to reduce Investment Property and increase Property, Plant and Equipment in 2012 by £3,200,000 (2011: by £3,400,000). This has also resulted in a reclassification of the cumulative fair value surplus from retained earnings to revaluation reserve of £579,000 at 1 April 2010 and a reclassification of changes in fair value from the Consolidated Income Statement ‘Fair value adjustments in investment property’ to ‘Revaluation of property, plant and equipment’ in ‘Other comprehensive income’ in 2012 of £200,000 deficit (2011: £50,000 surplus).

Going Concern

The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of the facilities and covenants over a period of at least twelve months.  The covenants measure interest cover, net asset cover and debt to fair value.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its financial statements.

Directors’ Statement

The preliminary results for the year ended 31 March 2013 and the results for the year ended 31 March 2012
are prepared under International Financial Reporting Standards as adopted by the European Union (IFRS). The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 31 March 2012.

The financial information set out in this preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 March 2013 or 31 March 2012. The financial information for the year ended 31 March 2012 is derived from the Annual Report delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.

The Board of Sutton Harbour Holdings plc approved the release of this audited preliminary announcement on 19 June 2013.

The preliminary financial information has been extracted from the Annual Report and audited Financial Statements for the year ended 31 March 2013, which will be posted to shareholders in due course and will be delivered to the Registrar of Companies following the Annual General Meeting of the Company. These audited Financial Statements include the auditors' report which is unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report. The auditors' report does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. The report will also be available on the investor relations page of our website (www.suttonharbourholdings.co.uk). Further copies will be available on request and free of charge from the Company Secretary at Tin Quay House, Sutton Harbour, Plymouth, PL4 0RA.