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ASH Ashley House Plc

1.20
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ashley House Plc LSE:ASH London Ordinary Share GB00B1KKCZ55 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.20 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Ashley House PLC Year End Change, Trading Update and Interim Report (3476T)

14/11/2019 7:01am

UK Regulatory


Ashley House (LSE:ASH)
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TIDMASH

RNS Number : 3476T

Ashley House PLC

14 November 2019

Ashley House plc

("Ashley House" or the "Company")

Change to Accounting Year End

Trading Update

Unaudited Interim Report Twelve months ended 30 April 2019

Ashley House plc, the health, housing and community property partner announces that it has changed its accounting year-end from 30 June to 31 October with immediate effect.

The Company announced on 16 January 2019 that it was changing its year-end to 30 June to better align its reporting period with the half year of its then joint venture, Morgan Ashley Care Developments LLP ("Morgan Ashley"). It was therefore due to report on the fourteen months to 30 June 2019. On 21 October 2019, the Company announced that it had sold its entire interest in Morgan Ashley to its joint venture partner Morgan Sindall Investments Limited.

Changing the Company's year-end to 31 October allows the full accounts for the 18 month period to 31 October 2019 to include the Company's complete share of the performance of Morgan Ashley up to the date of its sale, together with the impact of the sale itself. The directors believe that this will provide greater clarity for shareholders and other users of the Company's accounts as the finances relating to both the operations of and sale of interest in Morgan Ashley will be contained within the same set of financial statements and remove the requirement to spread this information across separate financial accounting periods. The Company has accordingly commenced the new financial year on 1 November 2019, refocusing its activities on health, affordable housing and on its modular construction business.

The decision to change the year-end has been approved by Companies House and the Department of Business, Energy and Industrial Strategy. As a consequence of this, the Company is today publishing its unaudited Interim Report for the twelve month period to 30 April 2019. The report and accounts for the 18 month period from 1 May 2018 to 31 October 2019 will be released by the end of March 2020.

Trading update

The Company also announces a trading update for the period up to 31 October 2019.

The Company provided a trading update on 9 May, 25 June, 5 July, 1 August and 2 September 2019. On 21 October 2019, the Company completed the sale of its 50 per cent interest in Morgan Ashley, to its then joint venture partner Morgan Sindall Investments Limited ("Transaction"). The total consideration for the Transaction was GBP2,000,000 payable in cash, GBP500,000 of which is deferred and expected to be received in instalments over the next twelve months, including GBP200,000 which is dependent on monies being generated from a particular scheme. The proceeds of the Transaction have been deployed within key areas of focus and used to support the Group's working capital requirements. Net debt at 31 October 2019 was GBP1.5m, reduced from GBP1.8m at the end of April 2019. The terms of the Transaction restrict Ashley House from working in the elderly care housing sector for a period of three years. The Company is therefore focussing its efforts on both driving opportunities in the affordable housing market and on returning to its core strength of developing schemes in the health and wellbeing sector.

The affordable housing market is considerable and affords the Company opportunities to work in conjunction with its majority owned modular business, F1 Modular. The health and wellbeing sector is where Ashley House commenced its activities in 1991 and where the Company has an unparalleled track record and has retained significant expertise. Furthermore, as part of the Transaction, the Company acquired a pipeline of health and wellbeing developments across established health partnerships within which Morgan Sindall Investments is already working. The Company views this as an opportunity to work closely with the NHS and partners (very much the origins of the Ashley House business) to deliver much needed innovative health, wellbeing and primary care facilities.

F1 Modular continues to grow and in the summer of 2019 achieved the industry standard BOPAS (Build-offsite Property Assurance Scheme) accreditation at the first attempt. The Company has recently delivered two school classroom developments for the Department of Education and is currently completing a 40 apartment extra care facility in Aberdare, South Wales, a social housing scheme in Corby and the Ashley House disabled living scheme in Peterborough. More information can be found on F1 Modular's website, www.f1modular.co.uk. A hotel is expected to commence in the factory prior to the end of the calendar year.

The Company is currently undertaking a review of its skills and resources across all levels and areas of the Business, whilst reducing overheads in order to ensure that it is best placed to refocus the business and exploit the various opportunities presented to it. Twelve staff members transferred to Morgan Sindall Investments under TUPE regulations and the central management function of the Company is being restructured to be appropriate going forward, resulting in cost savings.

Interim results for the twelve months ended 30 April 2019

The Company also announces its interim results for the unaudited twelve month period to 30 April 2019 with the comparatives being the audited twelve months to 30 April 2018.

Financial highlights

-- Revenue of GBP11.9m (2017/18: GBP18.5m) the reduction reflecting that revenues earned in Morgan Ashley did not contribute to Group revenues as the joint venture profits and losses were reported only within share of results of joint ventures.

   --     Loss before taxation GBP2.9m (2017/18: profit GBP0.8m). 
   --     Net debt GBP1.8m (2018: GBP1.5m). 

Operating highlights

   --     Focus in the period was to achieve financial close on Morgan Ashley developments. 

-- Financial close was achieved on the Morgan Ashley schemes in Grimsby and in Freshwater on the Isle of Wight in the twelve months to 30 April 2019.

-- Ashley House was on site with schemes in Scarborough and Peterborough at the end of April, together with two Morgan Ashley schemes on the Isle of Wight and the scheme in Grimsby.

-- Morgan Ashley was sold to Morgan Sindall Investments in October 2019. The Company is now refocusing its activity to its key strengths as a developer of health and wellness buildings, as well as driving opportunities for its majority owned modular business, F1 Modular.

Christopher Lyons, Chairman, said:

"The delays experienced in closing schemes in Morgan Ashley along with the commensurate increase in the cash investment required, placed a significant burden on the Company and despite exploring other avenues, it ultimately proved unsustainable. This led to the disposal of the Company's interest in that joint venture. The Company is now refocusing its interests in health development and housing and looks to maximise the significant potential seen in F1 Modular and particularly in the affordable housing market."

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014

 
 Enquiries: 
 Ashley House plc 
  Antony Walters 
  Jonathan Holmes 
  James Hathaway            01628 600 340 
 WH Ireland Ltd 
  (Nominated Adviser and 
  broker) 
  Adrian Hadden 
  James Sinclair-Ford 
  Darshan Patel             0207 220 1666 
 

Chairman's Statement

In the last few months, the Company experienced an extremely challenging period precipitated largely by continued delays to schemes within Morgan Ashley Care Developments LLP ("Morgan Ashley"), at a time when F1 Modular was using rather than generating cash. The delays within Morgan Ashley meant that rather than that business being cash generative for the Group, it required both joint venture partners to provide further working capital to enable it to continue to invest in the schemes prior to them reaching Financial Close. (Note, Financial Close is the key point in each scheme's development and the point where, under the Company's accounting policies, the majority of profit is recognised). The effect was to place a significant and increasing burden on the Company. This position ultimately proved to be unsustainable and following a thorough examination of a number of funding options, including both debt and equity, the disposal of the Company's share in Morgan Ashley to Morgan Sindall Investments was agreed and completed.

Results

The interim accounts show the unaudited results for the twelve month period to 30 April 2019, incorporating the results for the six month period to 31 October 2018 which were announced on 31 January 2019. In the six month period to 30 April 2019 financial close was achieved on the Morgan Ashley schemes in Grimsby and Freshwater, Isle of Wight. The schemes in Burnholme, York and in Romsey achieved financial close in the following period and will be included in the results of the eighteen months to 31 October 2019.

The loss before taxation in the six months to 30 April 2019 was GBP1.2m, on revenue of GBP7.2m giving a total loss for the twelve month period to that date of GBP2.9m on revenue of GBP11.9m (year to 30 April 2018 profit GBP0.8m on revenue of GBP18.5m). Note, revenues earned in Morgan Ashley did not contribute to Group revenues as the joint venture profits and losses were reported only within share of results of joint ventures.

Net debt

The table below shows net debt of GBP1.8m at 30 April 2019 (2018: GBP1.5m) which reduced to GBP1.5m at the end of October 2019.

 
                        Unaudited    Unaudited   Audited 
                        31 October   30 April    30 April 
                           2019         2019       2018 
                          GBP000      GBP000      GBP000 
 Cash in bank             (286)        (257)       250 
 Loan on Scarborough 
  land                     (35)        (137)      (338) 
 Loan - Invescare        (1,085)      (1,295)    (1,295) 
 Loan F1M                 (109)        (109)      (109) 
                       ----------- 
                         (1,515)      (1,798)    (1,492) 
                       -----------  ----------  --------- 
 

The loan relating to Scarborough continues to be repaid at the rate of GBP17,500 per month and will be fully repaid during December 2019. The Invescare loan balance has reduced since 30 April 2019 and will reduce further over the coming months. The Company's bank overdraft facility is currently set at GBP950,000 until 31 December 2019 and it is expected to be renewed for a further twelve months, albeit potentially at a slightly reduced level.

Annual General Meeting

The notice of the Annual General Meeting, scheduled to be held in London on Tuesday 10 December 2019, is being posted to shareholders today and will shortly be available on the Company's website www.ashleyhouseplc.com.

Outlook

The Company has weathered a very difficult trading period. The delays in scheme closures were a significant issue for the Company leading to the sale of its interest in Morgan Ashley. The resultant reduction in head count and in overheads is enabling the Company to refocus the business. Whilst this process will take some time the Board wishes to thank the Company's shareholders and staff for their continued patience and will ensure they remain updated as the revised strategy is finalised and implemented.

Christopher Lyons

14 November 2019

Condensed consolidated interim statement of comprehensive income

 
 
                                                 Unaudited   Audited 
                                              12 months to   Year to 
                                                  30 April  30 April 
                                                      2019      2018 
                                                            Restated 
                                        Note        GBP000    GBP000 
Revenue                                             11,923    18,474 
Cost of sales                                     (10,329)  (14,703) 
--------------------------------------  ----  ------------  -------- 
Gross profit                                         1,594     3,771 
 
Administrative expenses                            (4,083)   (3,411) 
Depreciation                                          (96)     (101) 
Profit on disposal of property, plant 
 & equipment                                             2        11 
Reversal of impairment                                   -       512 
Share of results of joint ventures                   (153)       513 
 
Operating (loss)/profit                            (2,736)     1,295 
 
Interest payable                                     (210)     (490) 
--------------------------------------  ----  ------------  -------- 
(Loss)/profit before taxation                      (2,946)       805 
--------------------------------------  ----  ------------  -------- 
 
Tax credit                                               -         - 
--------------------------------------  ----  ------------  -------- 
Total comprehensive (expense)/income 
 for the period                                    (2,946)       805 
--------------------------------------  ----  ------------  -------- 
 
Basic and diluted (loss)/earnings per 
 share                                     3       (4.90)p     1.35p 
--------------------------------------  ----  ------------  -------- 
 

Condensed consolidated interim balance sheet

 
 
                                    Unaudited   Audited 
                                     30 April  30 April 
                                         2019      2018 
                                               Restated 
                                       GBP000    GBP000 
---------------------------------   ---------  -------- 
Non-current assets 
Property, plant and equipment             151       139 
Investments in joint ventures           1,646     1,952 
Deferred tax asset                      1,400     1,400 
Goodwill                                  415       415 
                                        3,612     3,906 
 ---------------------------------  ---------  -------- 
Current assets 
Inventories and work in progress        2,077     1,877 
Trade and other receivables             5,564     6,364 
Cash and cash equivalents                  21       250 
----------------------------------  ---------  -------- 
                                        7,662     8,491 
 ---------------------------------  ---------  -------- 
Total assets                           11,274    12,397 
----------------------------------  ---------  -------- 
 
Current liabilities 
Trade and other payables              (6,643)   (4,888) 
Bank borrowings and overdrafts        (1,819)   (1,742) 
Provisions                               (48)      (48) 
                                      (8,510)   (6,678) 
 ---------------------------------  ---------  -------- 
Net current assets                      (848)     1,813 
 Non-current liabilities 
Finance lease payable                    (65)      (91) 
Long term provisions                     (56)     (108) 
Total liabilities                     (8,631)   (6,877) 
----------------------------------  ---------  -------- 
 
Net assets                              2,643     5,520 
----------------------------------  ---------  -------- 
 
Equity 
Share capital                             604       598 
Share premium                             172       116 
Share-based payments reserve               56        49 
Special reserve                         1,184     3,113 
Non-controlling interest                (535)     (294) 
Retained earnings                       1,162     1,938 
----------------------------------  ---------  -------- 
Total equity                            2,643     5,520 
----------------------------------  ---------  -------- 
 

Condensed consolidated interim statement of changes in equity

 
 
                                        Share    Share  Share-based  Special  Non-controlling  Retained    Total 
                                      capital  Premium      payment  reserve         Interest  earnings   equity 
                                                            reserve 
                                       GBP000  GBP'000       GBP000   GBP000           GBP000    GBP000   GBP000 
------------------------------------  -------  -------  -----------  -------  ---------------  --------  ------- 
Balance at 1 May 2018 (restated)          598      116           49    3,113            (294)     1,938    5,520 
 
Total comprehensive expense for 
 the period                                 -        -            -  (1,929)            (241)     (776)  (2,946) 
 
Transaction with owners 
Issue of shares to Ashley House 
 Share Incentive Plan                       6       56            -        -                -         -       62 
Share-based payments charge                 -        -            7        -                -         -        7 
 
Balance at 30 April 2019                  604      172           56    1,184            (535)     1,162    2,643 
------------------------------------  -------  -------  -----------  -------  ---------------  --------  ------- 
 
Balance at 1 May 2017 (restated)          594       82           31    3,113              (4)       843    4,659 
 
Total comprehensive income for 
 the year                                   -        -            -        -            (290)     1,095      805 
 
Transaction with owners 
Issue of shares to Ashley House 
 Share Incentive Plan                       4       34            -        -                -         -       38 
Share-based payments charge                 -        -           18        -                -         -       18 
 
Balance at 30 April 2018 (restated)       598      116           49    3,113            (294)     1,938    5,520 
------------------------------------  -------  -------  -----------  -------  ---------------  --------  ------- 
 
 
 
  Condensed consolidated interim statement of cash flows 
                                                        Unaudited   Audited 
                                                     12 months to   Year to 
                                                         30 April  30 April 
                                                             2019      2018 
                                                           GBP000    GBP000 
---------------------------------------------------  ------------  -------- 
Operating activities 
(Loss)/profit before taxation                             (2,946)       805 
Adjustments for: 
Share-based payments charge                                     7        18 
Depreciation                                                   96       101 
Profit on disposal of fixed assets                            (2)      (11) 
Reversal of impairment                                          -     (512) 
Share of results of joint ventures                            153     (513) 
Dividends received from joint ventures                        153       698 
Interest paid                                                 210       490 
Operating cash flows before movements in 
 working capital                                          (2,329)     1,076 
 
(Increase)/decrease in work in progress                     (200)     2,045 
Decrease/(increase) in trade and other receivables            800   (1,234) 
Increase/(decrease) in trade and other payables             1,729     (317) 
Decrease in provision                                        (52)      (60) 
---------------------------------------------------  ------------  -------- 
Cash (used by)/generated from operations                     (52)     1,510 
 
Interest paid                                               (210)     (490) 
---------------------------------------------------  ------------  -------- 
Net cash (used by)/ generated from operating 
 activities                                                 (262)     1,020 
 
Investing activities 
Purchase of property, plant and equipment                   (108)     (145) 
Proceeds from disposal of property, plant 
 and equipment                                                  2       142 
Net cash used by investing activities                       (106)       (3) 
 
Financing activities 
Issue of ordinary shares                                       62        38 
Proceeds from borrowings                                        -       200 
Repayment of borrowings                                     (201)   (1,094) 
---------------------------------------------------  ------------  -------- 
Net cash used by financing activities                       (139)     (856) 
 
Net (decrease)/increase in cash and cash 
 equivalents                                                (507)       161 
 
Cash and cash equivalents at beginning of 
 period                                                       250        89 
---------------------------------------------------  ------------  -------- 
 
Cash and cash equivalents at end of period                  (257)       250 
---------------------------------------------------  ------------  -------- 
 

Notes to the condensed consolidated interim financial statements

1 Nature of operations

The principal activity of the Group during the period was the supply of design, construction management and consultancy, primarily working with providers of health and social care on infrastructure developments from project inception to completion of construction and beyond.

Ashley House's condensed consolidated interim financial statements (the interim financial statements) are presented in pounds sterling (GBP), which is also the functional currency of the parent company. These interim financial statements were approved for issue by the Board of directors on 13 November 2019.

The financial information set out in these interim financial statements does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 April 2018 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.

2 Basis of preparation

These unaudited interim financial statements are for the twelve months ended 30 April 2019. They have been prepared following the recognition and measurement principles of IFRS. They do not include all of the information required for full annual financial statement and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 April 2018.

These interim financial statements have been prepared on the going concern basis, under the historical cost convention, except for the revaluation of certain financial instruments which are carried at fair value.

These interim financial statements are the first financial statements to have been prepared by the Company in accordance with IFRS15 Revenue from Contracts with Customers. The comparative information presented for the year to 30 April 2018 has been restated to be compliant with the requirements of IFRS15.

In the comparative period to 30 April 2018 profit before tax is GBP947,000 lower and net assets are GBP22,000 higher than previously reported. Full details of the impact of the adoption of IFRS15 will be provided in the Annual Report and Accounts for the 18 months to 31 October 2019.

In all other respects these interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 30 April 2018.

3 Earnings per share

The calculation of the basic earnings per share is based on the (loss)/profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period.

 
                                              Weighted 
                                               average  Per share 
                                      Loss      number     amount 
12 months to 30 April 2019          GBP000   of shares      Pence 
---------------------------------  -------  ----------  --------- 
Basic and diluted loss per share   (2,946)  60,118,299    (4.90)p 
---------------------------------  -------  ----------  --------- 
 
 
                                                 Weighted 
                                                  average  Per share 
                                       Profit      number     amount 
Year to 30 April 2018 (restated)       GBP000   of shares      Pence 
-------------------------------------  ------  ----------  --------- 
Basic and diluted earnings per share      805  59,696,089      1.35p 
-------------------------------------  ------  ----------  --------- 
 

Company information

Company registration number

02563627

Registered office

Unit 1, Barnes Wallis Court

Wellington Road

Cressex Business Park

High Wycombe

HP12 3PS

Directors

   C P Lyons                     Non-executive Chairman 
   A J Walters                   Chief Executive 
   J Holmes                       Commercial Director 
   J A J Hathaway              Finance Director 
   A J Willetts                   Non-executive director 

Secretary

J A J Hathaway

Nominated Adviser and Broker

W H Ireland Limited

24 Martin Lane

London EC4R 0DR

Bankers

Lloyds Banking Group

High Street

Slough

Berkshire SL1 1DH

Solicitors

Addleshaw Goddard LLP

One St Peter's Square

Manchester M2 3DE

Auditor

Grant Thornton UK LLP

3140 Rowan Place

John Smith Drive

Oxford Business Park South

Oxford OX4 2WB

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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