2020
ANNUAL REPORT &
FINANCIAL STATEMENTS
C O N T E N T S
Strategic Report
2
3
4
6
7
Vision and Objectives
The Group at a Glance
The Executive Chairman’s Report
s172 Report - Promoting the success of the Group for the benefit of its shareholders
Financial Review
10
Principal Business Risks
Governance
11
12
14
17
18
21
22
Directors and Advisors
Directors’ Report
Statement of Compliance with QCA Corporate Governance Code
Corporate, Environmental and Social Responsibility Report
Report on Remuneration
Statement of Directors’ Responsibilities
Independent Auditor’s Report
Consolidated Group Financial Statements under IFRS
25
25
26
27
28
29
54
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
Historical Financial Information
Company Financial Statements under UK GAAP
55
56
57
Company Balance Sheet
Company Statement of Changes in Equity
Notes to the Company Financial Statements
1 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
STRATEGIC REPORT
V I S I O N A N D
O B J E C T I V E S
Sutton Harbour Group plc, listed on the Alternative
O U R O B J E C T I V E S
Investment Market (AIM) of the London Stock
Exchange since 1996, is the parent of a number of
wholly owned subsidiary companies which include:
• Sutton Harbour Company, the statutory harbour
authority Company, which operates the Plymouth
fishmarket (known as Plymouth Fisheries),
• To develop a mix of trading activities for medium
to long-term sustainable growth and to provide a
balanced risk profile.
• To provide a secure investment proposition in a
profitable Group which has a strong asset base.
The Marina at Sutton Harbour, together with
• To build on the Group’s strength as a specialist in
a number of operations related properties;
waterfront destination and regeneration in the South
• A number of other ‘Sutton Harbour’ group
West region.
companies engaged in waterfront property
• To increase and improve the income earning asset
regeneration and investment including King Point
portfolio of the Group.
Marina and car park operating activities; and
• To provide asset based value growth to shareholders
• Plymouth City Airport Limited, the Company
in the medium term.
holding legal interests in the former airport site.
G R O U P V I S I O N
C U R R E N T B U S I N E S S P L A N S
• Retention of strategic assets and development of
The Group is the owner and custodian of a unique
new assets for investment and revenue earning
historic harbour asset in the centre of Plymouth which
potential.
it aims to improve to achieve national and international
recognition as a prime location for living, working,
visiting and hosting waterside events.
• Realisation of inventory assets through development
and sale of some non-strategic assets.
• Investment in infrastructure to increase capacity,
improve service and enhance quality.
• Growth of earnings from core divisions, harbour,
marina, fisheries, leisure and retail and parking.
• Maintain strong reputation for quality
and customer service.
2 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Former Airport Site
In 2000, the Group purchased Plymouth City
Airport Limited and a long lease of the regional
airport site. In 2003 the Group set up and
operated the regional airline, Air Southwest
which was subsequently sold in November 2010
to Eastern Airways International Limited (Eastern
Airways). On 28 July 2011 Air Southwest (under
the ownership of Eastern Airways) ceased flights
in and out of Plymouth City Airport.
Plymouth City Council agreed to the closure
of the former airport as of 23 December
2011, due to withdrawal of flight services
and unsustainable losses. In March 2019, the
Government Inspectors charged with reporting
on the Local Authority Joint Local Plan, a planning
framework for development until 2034, upheld
that the former airport site may be safeguarded
for a limited time period of not more than 5
years, for potential aviation use based on their
determination that it would be inappropriate
to continue to safeguard the site for more than
5 years due to the strategic value of this prime
brown-field development site. The Group is
working towards options for appropriate uses
of the 113 acre former airport site through
development of a masterplan for the area to
benefit the city and local population, institutions
and business enterprises, in accordance with
the Group’s long-term leasehold and ownership
of the lands.
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
STRATEGIC REPORT
T H E G R O U P
AT A G L A N C E
M A R I N E
Sutton Harbour currently has capacity for
berthing 523 vessels and as of 29 June 2020 was
accommodating 442 vessels and achieves an
increasing, core annual revenue stream in the
form of dues, fees and rents from the established
fisheries, marinas and property operations.
Plymouth Fisheries, the trading name of the
fishmarket in Plymouth, is recognised as a top
three fishing port in England.
The location of Sutton Harbour, in central
Plymouth and adjoining the historic Barbican
quarter, has undergone two main phases of
regeneration over the past 3 decades. The first
phase to unlock the potential of the area was
realised when Sutton Lock was installed in 1992
creating a usable depth of water, followed by the
relocation of the fishmarket to the eastern side
in 1995. In the second phase the development of
high quality residential and commercial buildings
overlooking the harbour, and improvements to
berthing facilities, added to the attractiveness
of the area to create a long term sustainable
location for business, leisure and living. The
Group is now focused on bringing forward the
third phase with further regeneration of three
major new planning permissions were recently
secured to deliver new residential, retail and car
parking on the east side of Sutton Harbour which
will extend the waterfront facilities with the
added attraction of new residences to enhance
Sutton Harbour as a destination of regional
importance within the South West region.
King Point Marina
In June 2011, the Group was selected by the
English Cities Fund (ECf ) to build and operate
the new marina in the major urban regeneration
area of Millbay in Plymouth. Berthings are
currently used in equal measure by leisure
yacht berth-holders and for high quality yachts
manufactured in Plymouth by Princess Yachts.
R E A L E S TAT E
This division comprises the rentals from
investment properties and is particularly
focused on growing its annual income through
asset enhancement, including office space,
retail and leisure facilities.
The Group has continued to invest in and
drive value from its investment portfolio,
securing lettings in vacant premises in the
Sutton Harbour estate.
The Group has a diverse mix of national and
regional businesses as tenants as well as various
independent operators. The National Marine
Aquarium, a major visitor attraction in the region,
is also a tenant. These facilities and operators
attract visitors and citizens of Plymouth,
strengthening the natural attractiveness, leisure
and social enjoyment of the Harbour.
The Group has been active in establishing a
business community around the northern side
of Sutton Harbour and has been successful in
attracting a number of chartered accountants’
practices, legal firms and other professional
services companies.
C A R P A R K I N G
The Group has two major car parks at Sutton
Harbour, a 340 space multi storey close to the
National Marine Aquarium and a 51 space surface
car park in the Barbican area. Additionally,
the Group controls parking on the fishmarket
complex, at the marina, around Sutton Harbour
and adjoining various tenanted properties.
R E G E N E R AT I O N
This division focuses on development for revenue
and capital growth and for value realisation
through specific land asset sale.
Sutton Harbour
The Group has established a track record for
the delivery of six major regeneration schemes
around Sutton Harbour and a further two
schemes in other locations elsewhere in the
South West. A key feature of all these schemes
was working in partnership with other public and
private sector bodies. Following the change of
majority control of the Group in January 2018,
consent has been achieved for three planning
applications for development schemes on Sutton
Harbour. These schemes include a 14 unit
apartment building (Harbour Arch Quay), the
iconic Sugar Quay tower, with 170 units, both
with retail/office space incorporated facing the
harbour and the extension to an existing multi
storey car park owned by the Group is also
approved, to be implemented along with Sugar
Quay. The Group is currently working on
designs for other schemes immediately to
the east of the harbour.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 3
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
STRATEGIC REPORT
E X E C U T I V E
C H A I R M A N ’ S R E P O R T
I N T R O D U C T I O N
I am pleased to report on the Group’s results for the year ended 31 March 2020. During this period the Group has moved forward
productively with the pre-construction preparations for the approved schemes for construction over the short to medium term, has
worked on the promotion of our business activities and those of our tenants based around Sutton Harbour and has increased revenue-
earning from our established operations. These financial results show the progress that has, and is, being made. Just before the end of
our financial year the Covid-19 Lockdown measures were introduced by the UK Government, which adversely effected the last two
weeks of our trading year.
During the strictest period of the lockdown we maintained full operations at Plymouth Fisheries and Sutton Lock, and we managed
the marina facilities in accordance with government guidance which required closure of some facilities. The Group has remained in
regular contact with tenants to discuss their operating status and to be ready to move to reawakening the activities surrounding the
Sutton Harbour area. The core of professional office tenants has been less affected. Many tenants in the food and beverage sector have
adapted to the situation by offering takeaway services. The Head Office of Sutton Harbour Group has remained fully operational with
some personnel working remotely.
As the lockdown has been relaxed the Group has worked to restore operations in accordance with government guidance and as quickly
as adaptations can be made to provide safe facilities. Activity at the marinas is approaching normality helped by a period of fine weather
and the car parks have now re-opened to welcome visitors to the area.
To provide additional headroom on bank facilities to assure the financial resilience of the Group beyond the current projected time of the
crisis, an increased facility of £2m above the previous limit of £25m has been successfully negotiated with National Westminster Bank
plc. This additional committed financing has been made available until May 2021 with the possibility of an extension for a further year.
R E S U LT S A N D F I N A N C I A L
P O S I T I O N
The adjusted profit before taxation for the year
was £0.221m (2019: £0.072m profit) which
excludes non-cash fair value adjustments. In
this financial year these adjustments relate to
property asset valuation and further explanation
is given in the paragraph below. The loss
before taxation for the year under review as
per the Income Statement, inclusive of the
aforementioned adjustments, was £0.756m
(2019: £1.516m profit). Compared to the
previous year revenue from fuel sales declined by
some 24% and this accounts for the overall fall in
revenue to £6.558m from £6.893m (2019). The
profit margin earned on fuel sales is low which
explains why this does not materially impact
operating profit. Overall, trading operations
(excluding regeneration) contributed £2.329m
to group costs and overheads (2020: £2.207m).
Further detail about trading activities follows later
in the report.
As at 31 March 2020, net assets were £46.082m
(2019: £45.732m), a net asset value of 39.7p per
share (2019: 39.4p per share). The movement
includes the valuation of the Group’s property
assets which gave rise to an overall valuation
surplus of £0.361m, of which £0.494m deficit
relates to the investment property portfolio
and £0.855m surplus relates to the owner
occupied properties . Further detail is given
about property valuation below. Gearing (Net
debt:net assets) as at 31 March 2020 stood at
51.1% (2019: 46.7%). Finance costs of £0.844m in
the year (2019: £0.902m) reflect the level of bank
borrowing throughout the year.
Net debt (including lease liabilities) increased
to £23.549m at 31 March 2020 from £21.373m
at 31 March 2019. Development Inventories
increased by £0.902m reflecting the investment
required to progress the development projects
with planning consented status and other
schemes being prepared for planning submission.
A further £0.873m was invested in the Group’s
infrastructure asset base, the principal project
being the construction of a new fuel and utilities
servery at Plymouth Fisheries.
Taking into account the current level of bank
borrowing, the board does not recommend
payment of a dividend on the year’s results.
PROPERTY VALUATION
The Group engages external independent
valuers to undertake the annual valuation of
investment and owner-occupied properties in
January each year and received the updated
valuation for 31 January 2020. In normal
times this would be an acceptable basis for
valuation for the year-end balance sheet.
The uncertainty and volatility caused by the
Covid-19 pandemic and resulting Government
restrictions were not foreseen giving rise to
difficulties in obtaining an uncaveated valuation
as at 31 March 2020. After consultation with the
Group’s advisors who recognised the difficulty
to obtain a reliable updated valuation in the
exceptional circumstances it was determined
that no valuation would be sought. The lack of
an updated valuation has resulted in the auditors
reporting that the audit was limited in scope. The
Group’s bankers have agreed to suspend loan
to property valuation covenant testing at least
until June 2021 in light of the variable valuation
uncertainty over the next year.
DIRECTORS AND STAFF
In October 2019, Corey Beinhaker was appointed
Executive Director and Chief Operating Officer
following a recruitment process led by the
Non-Executive Directors and with advice from
an external recruitment specialist. There have
been no other board changes during the year.
Headcount as at 31 March 2020 was 30 (31
March 2019: 31) and remains stable.
4 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
OPERATIONS REPORT
MARINE
REGENERATION
Sutton Harbour
During the year the Group has continued with the pre-
construction work for the two major consented schemes
around Sutton Harbour. Harbour Arch Quay, the smaller
14 apartment building, is close to starting construction
subject to finalising contracts and financing, which is
anticipated later this year. The much larger 170 apartment
Sugar Quay development is subject to gaining planning
consent variations and work is targeted to start on site
in 2021.
Former Airport Site
As previously reported the site is safeguarded from
development until 2024. The Group continues to refine
proposals for deliverable alternative use of the 113
acre site which meet the social and economic needs of
Plymouth.
Overall, the marine segment has performed steadily
during the year. The Marinas achieved satisfactory
growth in both revenue and occupancy following a
targeted marketing communications programme.
Results from fishing activities were adversely
impacted by a prolonged period of stormy weather at
the start of 2020 and greater fish landings by road to
the auction facility which attracts lower commission
and results in lower fuel and ice sales. During the
year new fuel and utilities servery infrastructure was
installed to improve resilience of essential supplies
to harbour users. This £800,000 investment was
matched by grant funding and completes a five- year
long programme to upgrade facilities at Plymouth
Fisheries. In response to demand for longer and wider
marina berths, a reconfiguration of some pontoons
at Sutton Harbour Marina was completed during the
winter months.
REAL ESTATE AND CAR PARKING
The tenant occupancy rate was enhanced throughout
the year, starting at 94% in April 2019 and progressing
to 95% by March 2020 after letting of some smaller
units to new tenants. Car Parking revenue was up
25.5% in this financial year against the comparative
period following a number of strategic changes to
the management of the assets and sustained social
media to promote the area. The Covid 19 Lockdown
undermined results for the second half of March with
minimal activity in the harbour.
S U M M A R Y A N D O U T L O O K
Development of the Group’s trading strategies had begun to bear fruit with pleasing advancement of the marina,
parking and investment property results. The full impact of the Covid 19 lockdown and recovery period is unknown
and it will take time to re-establish normal levels of business, but the start of the re-awakening as of this date, is
encouraging. Some operations have re-opened and virtually all others are planning to follow in July 2020. The Board
has reacted quickly to the situation, putting in place an increased bank facility and taking reasonable measures to
mitigate loss and maintain continuity of operations. The Group has the base of a unique portfolio of property assets in
a landmark location and as stability is restored we are ready to move forward with planned development of new assets
in line with our strategy for value growth.
P H I L I P B E I N H A K E R
E X E C U T I V E C H A I R M A N
6 July 2020
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 5
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
STRATEGIC REPORT
s17 2 R E P O R T -
P R O M OT I N G T H E
S U C C E S S O F T H E G R O U P
F O R T H E B E N E F I T O F
I T S S H A R E H O L D E R S
This is the first time that year end reporting by the Group has included a s172 Report.
The s172 report provides narrative about how the board has sought to promote the
success of the Group for the benefit of shareholders and highlights the key decisions
taken by the Group in the past year.
DECISION MAKING
Typically major decision making concerns
financing/funding, strategic business direction
decision, key contracts and major business
transactions, risk based decisions, human
resources and pay matters, board appointments
and regulatory reporting matters. Implications
of specific decisions are researched to ensure
communications to specific stakeholder groups
make clear the business reasons, the benefits and
the costs, as applicable.
ENGAGING WITH STAKEHOLDERS
The Group regards its key stakeholders
as its bankers, investors, the City Council,
customers and staff.
The Group’s approach is to collaborate
with partners to promote the success of
the Group balanced proportionately with
needs of collaborators to meet their own
criteria for success.
The Group communicates with investors about
progress at regular reporting intervals and when
other reportable events occur.
The Group works closely with its key
stakeholders being bankers, major investors, City
Council, other governance and trade bodies and
consults with these parties where appropriate to
ensure the ongoing success of business activities.
The Group engages professional advisors to assist
with the formulation of strategies that are best
positioned for success and deliverability and for
advice on technical, legal or special matters.
The Group is available to talk directly to key
customers and tenants as matters arise.
Staff communications are managed informally
and through monthly one to one meetings given
the small number of employees (currently 30).
KEY DECISIONS TAKEN IN THE YEAR
Financing
The Board entered into a new 4 year committed
bank facility with incumbent bankers in
December 2019 to ensure continuity of funding
through the next phase of the Group’s strategic
plan to develop new properties in the Harbour
area. The former facility was due to expire
in March 2021 and the board judged it in the
Group’s best interest to have a longer-term view
of the financing position.
Subsequently, in May 2020, following discussions
with bankers a £2m facility extension was
secured for a year to provide buffer funding
due to the unknown financial impact of the
Covid-19 Lockdown and Recovery.
Board Composition
In October 2019, Corey Beinhaker was
appointed to the board in the role of Executive
Director and Chief Operating Officer. Corey
is the second board appointee put forward by
the major shareholder, FB Investors LLP. The
relationship agreement between the Group and
FB Investors LLP sets out agreed principles to
regulate this relationship. Concurrent with this
appointment it was agreed by the board that no
decision or meeting would be quorate unless
at least one of the Non-Executive Directors
(independent) is present in addition to the
FB Investors appointees.
The board has concluded that at the present
time the five Directors provide appropriate
governance with a balance of skills and
experience. The board comprises two non-
independent directors (by virtue of their
relationship with the major shareholder), two
independent non-executive directors and the
executive Finance Director.
P H I L I P B E I N H A K E R
E X E C U T I V E C H A I R M A N
6 July 2020
6 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
STRATEGIC REPORT
F I N A N C I A L
R E V I E W
K E Y P E R F O R M A N C E I N D I C AT O R S
The key performance indicators used to measure performance of the Group are stated below
and narrative to these is provided in the Executive Chairman’s Statement.
F I N A N C I A L H I G H L I G H T S
Net Assets
Net Asset value per share
(Loss)/profit before tax from continuing operations
Adjusted profit before tax excluding fair value
adjustments and impairments to inventory
(Loss)/profit after tax
Basic (Loss)/profit per share
Dividend per share
Net Debt
Gearing (Net Debt/Net Assets)
2 0 2 0
£46.082m
39.7p
(£0.756m)
£0.221m
(£0.988m)
(0.85p)
0.0p
£23.549m
51.1%
2 0 19
£45.732m
39.4p
£1.516m
£0.072m
£1.831m
1.68p
0.0p
£21.373m
46.7%
BUSINESS SEGMENTS
The Group separates its activities into 3 trading
segments: Marine (comprising Fisheries, Harbour
and Marina operations), Real Estate being the
business of renting the portfolio of commercial
premises owned by the Group and Car Parking
which records results from the operation of
two public car parks and various other parking
areas. A fourth regeneration segment is activated
when active construction of new build assets is
underway. Plymouth Fisheries receives its income
from landings dues (a percentage of the value of
the fish determined at auction), the margin on
fuel sales, sales of ice and rental of commercial
space at the Fisheries complex. During the
past year the results of the segment have been
undermined by various factors including an
increased proportion of fish delivered to the
auction by road rather than by sea (the effect
is reduced landing dues and lower marine fuel
sales), a period of prolonged stormy weather
at the start of 2020 and lower fish prices.
The Group has improved its marina results
through increases in overall occupancy. Effort
to promote the facilities through attendance at
Southampton Boat Show, targeted use of social
media and changes to the sales plan have been
part of a concerted strategy to retain and attract
customers. The car parking results have improved
noticeably after changes to the management
contract took effect. Usage of Harbour Car Park
grew following the re-opening of Sutton Lock
pedestrian access and installation of modern
parking management and payment technology is
having a positive effect on the efficiency of the
car park operations.
Property Asset Performance Key Performance
Indicators, which are markers of the portfolio’s
success are reporting as follows:
P R O P E R T Y M E T R I C S
Total estate portfolio valuation
Owner occupied portfolio valuation
Investment portfolio valuation
Number of investment properties
Contracted rent (per annum)
Net initial yield
Reversionary yield
Occupancy rate
Estimated rental value (ERV) of vacant units
Average unexpired lease
Gross car parks revenue
Development Inventory
Sites around Sutton Harbour
Portland
Former airport site
Total
A S AT 3 1 M A R C H
2 0 2 0
A S AT 3 1 M A R C H
2 0 19
£45.985m
£27.000m
£18.985m
71
£1.620m
7.58%
8.73%
95%
£0.136m
8.3 years
£0.655m
£11.983m
£0.200m
£12.810m
£24.993m
£45.804m
£26.379m
£19.425m
71
£1.546m
7.15%
7.72%
94%
£0.159m
9.0 years
£0.523m
£10.866m
£0.200m
£12.448m
£23.514m
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 7
R E G E N E R AT I O N P R O J E C T S
• The land and building asset was independently
report subsequently issued in March 2019.
Costs incurred in pre-construction projects are
held as development stock and are expensed
against delivery of the project. In the year to
31 March 2020 no regeneration projects were
under construction.
A S S E T V A L U AT I O N
During the year, independent valuation of
valued twice yearly until 31 March 2013,
The Government Inspectors supported a
when the asset was transferred to
‘safeguard’ of the former airport site for five
development inventory.
• As at 31 March 2013 the land and building asset
was transferred to development inventory and
combined with the pre-existing inventory total,
which included the cost of building the Link
Road and planning intellectual property costs.
years to allow time for a potential airport
operator to bring forward a plan for a licensed
general aviation airport. The Inspectors also
advised that a longer safeguarding period
would not be appropriate given the strategic
value of this brown-field site and based on
their determination that 5 years should be
the Group’s investment and owner-occupied
• It was agreed at 31 March 2013 that the
more than enough time to realize a viable
portfolio was undertaken at 31 January 2020.
transfer would be made at valuation, inclusive
business plan for aviation activity, if such
This valuation gave rise to a net surplus of
of historic revaluations. As at 31 March 2013
activity was viable.
£0.361m, reconciled as £0.494m deficit on the
the carrying value of the former airport asset
investment portfolio and £0.855m surplus on the
was £11.479m, inclusive of past revaluations
owner-occupied portfolio.
totalling £3.969m. The net increase in former
C A S H F L O W A N D F I N A N C I N G
In recent years the stability of property markets
has allowed the January valuation be used as
a fair approximation for the March year end
position. Unexpectedly, after completion of
the January 2020 valuation the emergence of
airport asset valuation from 31 March 2013
(£11.479m) to 31 March 2020 (£12.810m) of
£1,331,000 represents the capitalised costs of
developing the planning intellectual property
less the cost attributed to sales of small plots.
the Covid -19 pandemic precipitated the UK
• Net Realisable Value is estimated with
Government Lockdown which placed restrictions
reference to expected net proceeds for the
upon operating of many tenants and business
25% share of the leasehold interest. The
operations. Due to the fast moving and unknown
mechanism for sharing of net proceeds with
outcome of the situation together with the
the freeholder, Plymouth City Council, is set
difficulty to obtain an uncaveated report as at
out in the lease.
31 March 2020 the Board decided not to order
a further independent valuation. The scope of
the audit was therefore limited to information
as at 31 January 2020, which has given rise to a
qualified audit report due to limitation in scope
of audit. The Group’s bankers recognised the
problem and a waiver of default with regard to
the audit qualification was agreed at an early
stage in the reporting work timetable.
• An Emphasis of Matter paragraph has been
included within the 2015, 2016, 2017, 2018
and 2019 Audit Reports (previous auditor)
due to uncertainty about the impact on
Net Realisable Value of the planning process
(Plymouth and South West Devon Joint
Local Plan 2017-2034) and the outcome of
a Government Report about the future of
Plymouth City Airport. The new auditor firm
The board will review its strategy for valuation of
also reports the same ‘Emphasis of Matter’ in
the asset portfolio as the impact of the pandemic
the 2020 Audit Report.
crisis and recovery becomes clearer.
C A R R Y I N G V A L U E O F F O R M E R
A I R P O R T S I T E
The former airport site, a 113 acre site in which
the Group holds an unexpired 136 year leasehold
interest, with a right to renew for a further
150 years, is held as development inventory at
• In December 2016 the Department for
Transport published the ‘Plymouth Airport
Study Report’, which concluded that a
lack of demand and a short runway mean
commercially viable passenger services could
not be run out of the former Plymouth Airport
site as it would remain “financially vulnerable”
in a “high risk environment”.
a carrying value of £12.810m. At each balance
• In April 2017, the Group submitted its
sheet date, this carrying value is tested for
representations and detailed evidence base
impairment with the board needing to satisfy
in support of allocation of the former Airport
itself that the asset is included in inventory at
Site for alternative use in advance of the
the lower of cost and net realisable value, with
Government Inspectors’ public hearing of
net realisable value including developer’s return
where applicable. The carrying value of £12.810m
is derived as follows:
proposed new local planning framework.
• The public hearing took place in early
2018, with the Government Inspectors’
The Group’s main sources of cash inflow are
commercial property rentals, marina berthing
fees, car parking fees, fish landings dues and fuel
and ice sales income. These incomes cover the
overhead and debt servicing costs and routine
capital infrastructure replacements of the Group.
The bank facility and from time to time, new
equity capital, has been drawn upon to fund pre-
construction costs of new regeneration projects.
Separate development funding is sought for the
construction and project delivery costs.
The Group had total borrowing net of cash
and cash equivalents of £23.549m at 31 March
2020 (2019: £21.373m) with a gearing level of
51.1% (2019: 46.7%). The Group has operated
within its authorised facilities and has met
all bank covenants during the year. The bank
facilities were renewed in December 2019, when
the Group entered into an agreement which
provides a maximum £25.0m committed facility
with a confirmed expiry date of December
2023 with the possibility of a further 12 month
extension. Subsequently, in May 2020 the Group
agreed an amendment with bankers to extend
the maximum facility to £27m for twelve months
(with the possibility of a further twelve months)
to provide additional headroom to manage the
financial impact of the Covid -19 crisis.
Debt servicing costs continue to be a major
expense to the Group and the board regularly
considers the merits of entering into LIBOR
swap arrangements to fix interest on part of the
total debt. There are currently no LIBOR swap
agreements in place.
8 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
TA X AT I O N
The standard rate of tax applicable to the
Group is 19% (2019: 19%). The overall tax
charge for the year is £0.232m (2019: credit of
£0.304m). No current tax is due on the year’s
results with the tax charge resulting
from movements in timing differences.
• Maintaining harbour services for users as a
facility through which supply chains pass
• Less than 10% furlough of staff to maintain
continuity of operations and to minimise delays
with planned projects
• Deferral of staff pay review awards.
D I V I D E N D P O L I C Y
Taking into account the current level of bank
N ATA S H A G A D S D O N
F I N A N C E D I R E C T O R
borrowing and consequent debt servicing costs
6 July 2020
and the Group’s need for bank facility headroom
to maintain current operations and the planning
stages of future real estate development, the
Board does not recommend a dividend on the
year’s results. The Group regards itself as an
asset-based investment with its opportunities to
reduce bank debt and realise value vested in the
success of future development projects.
C O V I D - 1 9 M E A S U R E S
The board has taken a number of decisions and
measures to uphold its responsibilities to manage
the impact of the Government’s crisis control
measures upon its financial position, continuity of
operations, reputation and staff welfare:
• Early discussions with bankers to secure
additional funding
• Precautionary measures taken to limit access
to marina facilities to protect customers, staff
and third party service providers
• Regular discussions with key stakeholders,
including the Local Authority, MPs, Trade and
Industry bodies, and the Group’s bankers and
professional advisors.
• Engagement with customers and tenants
• Working from home for some staff and where
possible for their own safety
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 9
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
STRATEGIC REPORT
P R I N C I PA L
B U S I N E S S R I S K S
The Group maintains a register of risks which is updated as business risks change. The risk
register is reviewed regularly by the Board to ensure that appropriate processes are in place to
manage business risks. Certain business risks are general to all Group activities whereas others
are pertinent to particular business activities. Principal Risks and Uncertainties are as follows:
P R I N C I P A L
R I S K /
U N C E R TA I N T Y
Financing
R I S K I D E N T I F I E D
R E S P O N S E T O R I S K
The availability of adequate
borrowing and other
funding facilities.
The Group’s current banking facilities to a maximum of £25m expire in December 2023,
with an additional £2m until May 2021, and will fund development through specific loans.
The Group has raised £5.750m equity finance since January 2018 to fund project and capital
maintenance expenditure.
Compliance with bank terms
and covenants.
The Group maintains a regular dialogue with bankers over progress of the Group and
operates to a business plan to remain within bank facility terms.
Interest rate rises.
The Group currently has bank debt exceeding £23m and any material increase in interest
rates could have a significant impact on debt servicing costs. The Group regularly reviews
interest rates and its exposure. LIBOR swap agreements may be entered into to manage
interest risk exposure, as agreed by the board.
Reputation
The impact of negative
publicity about the Group,
its operations or stakeholders
The Group retains the advice of public relations specialists to advise on potentially
contentious matters. Key stakeholders are consulted with as appropriate to the
matter. Media publicity about the Group is actively followed and reported where
it is misleading or untrue.
Covid - 19 Pandemic
Loss of business because
operations are prevented,
interrupted or undermined
by Government restrictions
ordered as a result of
measures to control the
Covid -19 pandemic.
Heeded all government advice.
Sourced additional finance to support continuity of operations.
Sourced equipment to allow offsite working wherever possible.
Maintained operations where required or possible with recommended safeguarding
precautions in place.
Maintained close contact with employees to discuss changes to working practices and
concerns as they arise.
Maintained contact with customers to
manage expectations and concerns.
Planning to re-commence operations as restrictions are removed.
A P P R O V A L
The Strategic Report from pages 2 to 10 was approved by the Board of Directors on 6 July 2020 and signed on its behalf by
P H I L I P B E I N H A K E R
E X E C U T I V E C H A I R M A N
10 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
GOVERNANCE
D I R E C TO R S
A N D A D V I S O R S
Company Number
2425189
Directors
Philip H. Beinhaker (Executive Chairman)
Corey B. Beinhaker (Chief Operating Officer)
Natasha C. Gadsdon (Finance Director)
Graham S. Miller (Non-Executive Director)
Sean J. Swales (Non-Executive Director)
Secretary
Natasha C. Gadsdon
Registered Office
Independent Auditors
Nominated Broker and Nominated Adviser
Registrar
Bankers
Sutton Harbour Office
Guy’s Quay Office
Sutton Harbour
Plymouth
PL4 0ES
Tel: 01752 204186
www.suttonharbourgroup.co.uk
PKF Francis Clark
Centenary House
Peninsula Park
Rydon Lane
Exeter
EX2 7XE
Arden Partners plc
125 Old Broad Street
London
EC2N 1AR
Computershare Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
National Westminster Bank plc
135 Bishopsgate
EC2M 3UR
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 11
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
GOVERNANCE
D I R E C TO R S ’
R E P O R T
The Directors present their Directors’ Report and audited
Consolidated Financial Statements for the year ended 31 March 2020.
The review of activities during the year and future developments is
contained in the Strategic Report.
M A J O R S H A R E H O L D I N G S
As at 2 July 2020 the Group’s register of shareholdings showed the
following interests in 3% or more of the Group’s share capital:
%
O R D I N A R Y S H A R E S
FB Investors LLP
Crystal Amber Fund Limited
The late Mr. D.McCauley/Rotolok (Holdings) Limited
72.65
10.76
5.71
84,231,428
12,472,605
6,615,690
The Directors are not aware of any other interest in its share capital in excess of 3%.
D I R E C T O R S ’ I N T E R E S T S
The interests of the Directors in the ordinary shares of the Group as at 31 March 2020 are set out below.
Philip H. Beinhaker
Corey B. Beinhaker
Graham S. Miller
Natasha C. Gadsdon
Sean J. Swales
2 0 2 0
-
-
394,930
24,839
3,199
2 0 19
-
-
236,158
24,839
3,199
12 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
D I R E C T O R S A N D T H E I R I N T E R E S T S
P H I L I P H . B E I N H A K E R
G R A H A M S . M I L L E R
Aged 79. Appointed Non-Executive Director and Chairman
on 22 January 2018 following the ‘Partial Offer and
Acceptance’ which precipitated a change in control of the
Group whereby FB Investors LLP acquired a controlling
interest in the Group’s shares and appointed Executive
Chairman in April 2018. Philip is a Director and the
Chairman of Beinhaker Design Services Limited, which is
a member of FB Investors LLP. He is also a member of the
Audit Committee. Philip served as co-founding partner and
Chief Executive Officer of IBI Group, a world-leading firm in
architecture, engineering and project management from its
formation in 1974 until 2013, continuing as a Senior Director
of the IBI Group Management Partnership.
C O R E Y B . B E I N H A K E R
Aged 50. Appointed Executive Director and Chief
Operating Officer on 23 October 2019. Prior to his
involvement with Sutton Harbour Group, Corey Beinhaker
worked for IBIB Group Consultants (Israel) Limited from
2010 to 2017 latterly as its chief executive officer where he,
amongst other things, was contract manager for a number
of significant projects including the Tel Aviv Red 10 Line
Underground Station design and the design and technical
specification for the traffic management for the inter-urban
network in Israel. Corey Beinhaker has been working closely
with the Group since January 2018 when FB Investors LLP
acquired a 72.65% holding in the Group’s share capital,
initially through Beinhaker Design Services Limited (a Group
of which he is a Director) and then as an employee of
Sutton Harbour Group from July 2019
Aged 57. Appointed Non-Executive Director and Chairman on
23 September 2013, stepping down from the Chairman role
on 22 January 2018. He was appointed Chairman of the Audit
Committee in November 2013 because the Board of Directors
considered him best placed to chair the Audit Committee. He
is also a member of the Remuneration Committee. He has a
strong background in private equity, having held senior and
director positions at Murray Johnstone Private Equity and 3i plc.
Graham currently holds a number of other directorships.
S E A N J . S W A L E S
Aged 52. Appointed Non-Executive Director in December
2009, he is a Chartered Accountant and Group Managing
Director of Rotolok (Holdings) Limited, the Group’s second
largest shareholder. He is also a member of the Audit and
Remuneration Committees.
N ATA S H A C . G A D S D O N
Aged 50. Appointed Executive Director in July 2004 and
Finance Director in October 2004. She is a Chartered
Accountant and has been with the Group since 1996. She has
also been the Group Secretary since 2001.
In accordance with the Group’s Articles of Association Philip H. Beinhaker and Graham S. Miller retire by rotation at this year’s Annual General Meeting
and being eligible offer themselves for re-election. Corey B. Beinhaker offers himself for election following appointment to the board on 23 October 2019.
D I R E C T O R S A N D O F F I C E R S I N S U R A N C E
The Group maintained a Directors’ and Officers’ liability insurance policy throughout the financial year.
F I N A N C I A L I N S T R U M E N T S
The Group’s financial risk management objectives and policies are given in note 3, with additional information provided in the financial review on page 7.
D I S C L O S U R E O F I N F O R M AT I O N T O A U D I T O R S
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit
information of which the Group’s auditors are unaware, and each Director has taken all the steps that he/she ought to have taken as a Director to make
himself/herself aware of any relevant audit information and to establish that the Group’s auditors are aware of that information.
On behalf of the Board
N ATA S H A G A D S D O N
F I N A N C E D I R E C T O R
6 July 2020
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 13
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
GOVERNANCE
STATEMENT OF COMPLIANCE
WITH QCA CORPOR ATE
GOVERNANCE CODE
S E N I O R I N D E P E N D E N T D I R E C T O R ’ S I N T R O D U C T I O N
The Group is the owner and operator of specialist marine assets (which include
two marinas and a commercial fishmarket), car parks, real estate investment
properties and is the holder of land assets identified for regeneration. The
Group’s assets and operations are all located in Plymouth, Devon, primarily
at Sutton Harbour.
Our vision is to conserve and improve the historic Sutton Harbour and its
immediate environs for harbour users, local residents, businesses, visitors to the
area and for the wider stakeholder community in the City of Plymouth. To achieve
this the Board is concerned with setting the strategy to facilitate maintenance
of existing land, property and specialised assets and also the regeneration of
underutilised assets to improve the attractiveness of the area and to ensure it
has a sustainable and vibrant future and to deliver shareholder value growth.
The Group’s corporate governance framework manages the decision-making
processes of the Board having regard to opportunities and risks of specific
strategies and the objective to deliver value growth to shareholders in the
medium-long term.
The board has adopted the QCA Corporate Compliance Code, this
being the most suited to the Group’s size and AIM market listing.
G R A H A M M I L L E R
S E N I O R I N D E P E N D E N T D I R E C TO R ( N O N - E X E C U T I V E )
The Board of Directors
OFFICE
APPOINTEE COMMIT TEE ROLES
AT TENDANCE OF BOARD/
COMMIT TEE MEETINGS
SHAREHOLDING AND
INDEPENDENCE
Executive
Chairman
Senior
Independent
Director
(Non-
Executive)
Philip Beinhaker
Audit Committee Member
Board Meeting – 9/9
Remuneration Committee Chair
Audit Committee – 3/3
Nomination Committee Chair
Remunetration Committee – 1/1
Nomination Committee - 1/1
Graham Miller
Audit Committee Chair
Board Meeting – 9/9
Remuneration Committee Member
Audit Committee – 3/3
Nomination Committee Member
Remuneration Committee – 1/1
Nomination Committee - 1/1
Non -
Sean Swales
Audit Committee Member
Board Meeting – 8/9
Executive
Director
Remuneration Committee Member
Audit Committee – 2/3
Nomination Committee Member
Remuneration Committee – 1/1
Nomination Committee - 1/1
Corey
Beinhaker
Natasha
Gadsdon
Chief
Operating
Officer
(Executive)
Finance
Director
(Executive)
and Group
Secretary
Board Meeting – 5/5
(Appointed Oct 2019)
Board Meeting – 9/9
14 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Philip Beinhaker has no personal shareholding in the
Group. FB Investors LLP, which owns 72.65% of the
issued share capital, is jointly owned by Beinhaker
Design Services Limited and 1895 Management
Holdings UIC Philip is a Director and Chairman of
Beinhaker Design Services Limited.
Graham Miller and his spouse together hold
394,930 shares in the Group and he is the Senior
Independent Director on the Board. Graham was
appointed a Director in 2013.
Sean Swales holds 3,199 shares in the Group. He
is also the corporate representative of Rotolok
(Holdings) Limited which has an interest in 6,028,760
(5.71%) of the Group’s shares. Sean was appointed
a Director in 2009. Until 10 January 2018, Rotolok
(Holdings) Limited was interested in 28.79% of
the Group’s shares and was reported as having
significant influence. Sean Swales is now regarded
as an independent Director as Rotolok (Holdings)
Limited no longer has significant control and the
board composition has changed. Although Sean has
served ten years on the board, the continuity of his
experience through the recent majority shareholder
change and board composition transition is valued.
Corey Beinhaker holds no shares in the Group. FB
Investors LLP, which owns 72.65% of the issued
share capital, is jointly owned by Beinhaker Design
Services Limited and 1895 Management Holdings
UIC. Corey Beinhaker is a Director and 100%
shareholder of Beinhaker Design Services Limited.
Natasha Gadsdon holds 24,839 shares in the Group
and has been an Executive Director since 2004.
She also holds options over 68,182 ordinary shares
exercisable under provisions of the Group Share
Option Plan rules.
The board composition has undergone a
transition, which started in January 2018 after
a change in majority ownership of the Group.
A search and recruitment for a new Executive
Director is now complete and Corey Beinhaker
was appointed Chief Operating Officer in
October 2019 with a wide-ranging role focusing
on group operations and regeneration projects.
Philip Beinhaker is appointed Executive Chairman
(since April 2018, previously Non-Executive
Chairman from January – April 2018) and
presides over the business of the board as well
as directing and overseeing the operations of the
Group through the senior management team.
Graham Miller, the previous independent and
Non-Executive Chairman, is now the Senior
Independent Non-Executive Director on the
board. He is the main contact to handle matters
where other Directors have a conflict of interest.
Sean Swales, a Non-Executive Director since
December 2009. A Chartered Accountant, he
continues to contribute actively to the Board due
to his financial specialism, property investment and
development expertise and regional knowledge.
Natasha Gadsdon, a Chartered Accountant, is
appointed Finance Director and Group Secretary.
She is responsible for financial reporting and
compliance and oversees risk management,
human resources, corporate responsibility. She
is responsible for preparing detailed monthly
reports to the board.
S H A R E H O L D E R R E L AT I O N S H I P
A G R E E M E N T W I T H F B
I N V E S T O R S L L P
The Relationship Agreement dated 23
November 2017, addresses amongst other things,
the composition of the SHG Board providing FB
Investors with the ability to appoint up to two
directors to the SHG Board (one of whom may
be the Chairman for so long as it holds, directly
or indirectly, 50 per cent or more of the issued
voting share capital of the Group). It contains
certain restrictions in relation to directors
appointed by FB Investors voting at meetings of
the SHG Board on matters in which FB Investors
is interested. Under the Relationship Agreement,
FB Investors has agreed not to vote in relation
to any resolution put to SHG Shareholders to
cancel its admission to trading on AIM, pursuant
to Rule 41 of the AIM Rules, for a minimum
period of two years following the Partial Offer
unless such resolution is recommended by those
Board members of the Board not appointed by
FB Investors. FB Investors has nominated Philip
Beinhaker and Corey Beinhaker to serve as
Directors of Sutton Harbour Group plc.
B O A R D D E C I S I O N
M A K I N G , Q U O R U M A N D
I N T E R N A L C O N T R O L
a specified levels, detailed written proposals
are submitted to the Board.
9 full board meetings were held in the financial
G O V E R N A N C E C O M M I T T E E S
year to 31 March 2020 (attendances are
summarised in the table above). Prior to each
meeting an agenda together with narrative
The roles of the board’s governance committees
are set out below.
business reports and supporting appendices are
The Remuneration Committee within its terms
circulated to each board member. Matters for
of reference determines and agrees with the
board decision are highlighted in advance of the
board the employment terms and remuneration
meeting. The advice of non-board colleagues and
packages of the Executive Directors and other
professional advisors is sought where additional
senior personnel. The Executive Directors
specialist information is required to inform a
decision. Following the change of majority
shareholder in early 2018 and board level
changes, the evaluation of the new
administration is under review.
make recommendations to the board on the
remuneration of Non-Executive Directors.
Independent advice on remuneration is taken
where considered appropriate.
The Audit Committee has written terms of
The Board is responsible for setting the strategy
reference and provides a forum for reporting
to deliver shareholder value growth over the
by the Group’s auditors. The Committee
medium to long term. Decisions about financing,
may request Executive personnel to attend
acquisitions and disposals, project and capital
all or part of any meeting as the Committee
expenditure, senior staffing, key third party
appointments, budget approval, approval of
annual and interim financial reports, dividend
policy, insurances and strategic direction of the
considers appropriate. During the year the Audit
Committee invited competitive tenders for the
Group’s auditor, with the result that that the
appointed auditor firm was changed to one with
trading businesses are all matters reserved for
a more locally based office.
the Board’s decision. To ensure decisions are
made with independent input it has been agreed
that such decisions can only be taken where
either Graham Miller or Sean Swales are present
with Philip Beinhaker and Corey Beinhaker.
The Nomination Committee is responsible for
proposing candidates to the Board having regard
to its balance, expertise and structure. During
the year, the Committee led a recruitment
and selection process which culminated in the
The key procedures which the Directors have
appointment of Corey Beinhaker to the board in
established with a view to providing effective
October 2019.
internal controls are as follows:
Corporate Accounting and Procedures:
There are defined authority limits and controls
over acquisitions and disposals. There are also
clear reporting lines within the business and
risk assessments are undertaken and regularly
reviewed in all divisions and at all levels within the
Group. Appropriate internal controls are set for
all divisions of the business.
R I S K M A N A G E M E N T
The Group maintains a register of risks, split
by category, and identifies potential impact and
likelihood, together with the response deployed
to manage/mitigate the risk. The risk register
is regularly updated with input from across the
Group and external advice is taken if required.
Included in the monthly reports to the Board,
new risks are identified together with proposals
to manage/mitigate the risk. Group Bankers and
Quality of Personnel:
The competence of personnel is ensured through
Insurers are kept appraised of business risks
and vulnerabilities on an ongoing basis. Annual
high recruitment standards and subsequent
independent health and safety audits
training courses. High quality personnel are seen
are undertaken with the results reported to
as an essential part of the control environment.
the Board. Advice from the appointed
external Health and Safety Advisor is taken
where appropriate.
Financial Reporting:
The Group has a comprehensive system for
reporting financial results to the Board and
monitoring of budgets.
Investment Appraisal:
Capital expenditure is regulated by
authorisation levels. For expenditure beyond
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 15
S TA K E H O L D E R E N G A G E M E N T
A N D R E S P O N S I B I L I T I E S T
Investor Relations
The Group maintains an active dialogue with
major institutional investors and annually invites
shareholders to an open day which includes
a tour of the assets. The board welcomes the
participation of shareholders at the Annual
General Meeting with the opportunity to
answers questions of any board member
offered. The Annual Report and Accounts,
Interim Reports and other announcements
and presentations are the main formalised
communications to shareholders. The
Annual General Meeting and Open Day are
opportunities for two-way communication
between the board and shareholders. The Group
Secretary is normally the first point of contact for
any general enquiries or arrangement regarding
shareholder meetings.
C O R P O R AT E V A L U E S
Refer also to the Corporate, Social
Responsibility and Environment Report on
page 18. Senior Managers are regularly invited
to present at Board Meetings and to respond to
questions and this forum sets the cultural tone.
At annual appraisals performance of employees
is reviewed against specific targets and conduct
in line with the Group’s standards of conduct
as set out in the foreword of the Employee
Handbook. Following the change of majority
shareholder in early 2018 and board level
changes, the evaluation of the new
administration is under review.
On Order of the Board
N ATA S H A G A D S D O N
F I N A N C E D I R E C T O R
Email: n.gadsdon@sutton-harbour.co.uk
6 July 2020
Public Bodies
The Group maintains an active relationship
with Plymouth City Council, the Local Planning
Authority, the Environment Agency and other
public agencies in connection with a wide range
of issues relating to the land and property assets
held by the Group. Open public consultation is
undertaken in relation to proposed applications
to the Local Planning authority.
Customers
The Group maintains a number of websites
and social media platforms, to communicate
with different customer groups in addition to
direct email and postal communications.
Surveys of marina customer satisfaction
are undertaken annually.
Employees
The Group is committed to paying, as a
minimum, the living wage as recommended by
the Living Wage Foundation, to its employees.
The Group undertakes appraisals for all
employees annually, sponsors their essential
qualifications and continuing professional
development (as appropriate to role) and has
a schedule of monthly function meetings with a
Director present at each.
16 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
GOVERNANCE
C O R P O R AT E ,
E N V I R O N M E N TA L
A N D S O C I A L
R E S P O N S I B I L I T Y
R E P O R T
H E A LT H A N D S A F E T Y
E N V I R O N M E N TA L I S S U E S
The Board of Directors understands its
The Board has agreed the following
responsibility to the health and safety of
Environmental Statement:
employees, customers and others who are
directly or indirectly affected by the Group’s
operations.
The environment plays a key role in the
continuing success of the Sutton Harbour Group
and the Group recognises that it needs to set
The Group’s Health and Safety Committee
itself achievable environmental standards.
C O M M U N I T Y E N G A G E M E N T
A N D C H A R I TA B L E
I N V O LV E M E N T
The area of Sutton Harbour is located in the
heart of Plymouth. The Group supports various
community and tourist initiatives and in the
recent past has hosted a number of high profile
yachting events. The Group is a member of the
Safety Officer and an Independent Health
The Group is working to:
is chaired by Natasha Gadsdon and has
representation from all Group activities. The
Health and Safety Committee is an open forum
and minutes of the meetings are made available
to all staff upon request. Committee meetings
are also attended by the Group’s Health and
and Safety Consultant. The Committee has a
comprehensive agenda and is briefed on new
legislation or regulation by the Independent
Health and Safety Consultant.
The Group does not currently undertake direct
construction on site. An excellent Health and
The Group has looked at the areas of its business
Mayflower 400 Founders club which is working
which could have both positive and negative
together with Plymouth City Council and other
impacts on the environment and has identified
organisations to co-ordinate a comprehensive
the following policy aims to enhance its overall
programme of events (now postponed from
environmental performance.
2020 to 2021) to commemorate the 400th
Anniversary of the departure of the Pilgrim
Fathers to America. The Group has a long-
• Reduce its Carbon Footprint by minimising
established commitment to the community and
energy use and cutting out energy waste.
its neighbourhood. Throughout its regeneration
• Minimise the amount of waste it creates
and ensures that it recycles as much of
the waste generated as is feasible.
work, the Group has undertaken extensive
public consultation which has led to the
reshaping and design of many successful quality
regeneration projects surrounding the historic
harbour. The Group sees itself as the custodian
of the harbour for future generations and as such
believes that working with the local community
is essential to achieve this aspiration. The Group
supports local charities and other community
Safety management record is a key criterion in
• Ensure that it meets and if plausible exceeds
the selection of contractors.
environmental legislative requirements.
The Group has a good health and safety
• Use and operate sound procedures to avert
record with no enforcement notices and no
water pollution in Sutton Harbour.
prosecutions for breaches of Health and Safety
legislation to report.
• Tackle the issues that arise from car travel
by introducing ways of reducing the impact
of travel to work and business mileage.
initiatives.
P O R T M A R I N E S A F E T Y C O D E
• Review its purchasing requirements and
practices also whenever possible to do so make
N ATA S H A G A D S D O N
F I N A N C E D I R E C T O R
Sutton Harbour Company, a Statutory Harbour
Authority, and a wholly owned subsidiary of the
Group, is committed to undertaking statutory
duties in accordance with the standards defined
within the Port Marine Safety Code. To ensure
full compliance with the code an independent
audit of the Sutton Harbour Safety Management
System is carried out annually. The last audit
carried out by the Maritime and Coastguard
Agency took place in March 2015.
environmentally sound purchasing decisions
6 July 2020
and increase local purchasing.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 17
F O R T H E Y E A R E N D E D 3 1 M A R C H 2 0 2 0
GOVERNANCE
R E P O R T O N
R E M U N E R AT I O N
R E M U N E R AT I O N C O M M I T T E E A N D R E M U N E R AT I O N P O L I C Y
The members of the Committee during the year were as follows:
Philip H. Beinhaker – Chairman
Graham S. Miller
Sean J. Swales
The Committee met several times during the year, within its terms of reference, to consider the remuneration
packages of the Executive Directors and to make recommendations to the Board. The overriding objective is to
ensure that salary, benefits and other remuneration is sufficient to attract, retain and motivate executives of high
quality, capable of achieving the Group’s objectives and creating value for our Shareholders. The Committee also
takes into account the scale and complexity of the Group’s operations and seeks independent advice, from specialist
advisers, where appropriate.
C O M P O S I T I O N O F R E M U N E R AT I O N
Executive Directors’ pay comprises basic salary reviewed annually, pension scheme contributions to the Group’s
defined contribution pension scheme, annual bonus based on audited results of the Group, and other benefits in
kind including provision of a Group car/car allowance and private medical healthcare. Salary is paid monthly and the
annual bonus is accrued in the financial year to which it relates. Non-Executive Directors receive fees; they do not
have service contracts, are not eligible to join the pension scheme and have no entitlement to annual bonuses. It is a
requirement that Directors purchase shares in the Group, although there is no specified minimum holding.
B O N U S P AY M E N T S T O E X E C U T I V E D I R E C T O R S
Profit share bonuses earned on the achievement of targets agreed by the Remuneration Committee for the year
ended 31 March 2020 were £nil in respect of Natasha C. Gadsdon (2019: £3,850).
S H A R E O P T I O N S
An Inland Revenue approved Group Share Option Scheme was established in November 2019 for the
Remuneration Committee to make discretionary awards of share options to certain Executive Directors and other
Group personnel to reward performance. On 27 November 2019 Natasha Gadsdon was awarded 68,182 share
options with an exercise price of 22p per share. These options are not expected to vest before 27 November 2022,
subject to the scheme rules. The expense in connection with the unexercised share options is calculated using a
Black Scholes model and expensed annually until exercise or lapse of options.
N O N - E X E C U T I V E D I R E C T O R S F E E S
The fees for Non-Executive Directors are determined by the Board after taking independent advice.
TA B L E S O F D I R E C T O R S R E M U N E R AT I O N
The total remuneration of the Directors of the Company is as follows:
Fees
Other Emoluments
Contractual Payments
Pension Contributions
Expense of Unexercised Share Options
2 0 2 0
£ 0 0 0
145
179
-
32
3
359
2 0 19
£ 0 0 0
139
159
6
39
-
343
18 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
The remuneration, excluding pension contributions, of the individual Directors is as follows:
F O R T H E Y E A R
T O 3 1 M A R C H
2 0 2 0
Philip H. Beinhaker
Graham S. Miller
Corey B. Beinhaker (Appointed 23 October 2019)
Natasha C. Gadsdon
Sean J. Swales
Directors’
salaries
£000
Taxable
benefits
£000
Bonus
Payments
£000
Share
Options
£000
Directors’
fees
£000
-
-
68
99
-
167
-
-
-
12
-
12
-
-
-
-
-
-
-
-
-
3
-
3
102
23
-
-
20
145
F O R T H E Y E A R
T O 3 1 M A R C H
2 0 1 9
Directors’
salaries
£000
Taxable
benefits
£000
Bonus
Payments
£000
Contractual
Payments
£000
Directors’
fees
£000
Philip H. Beinhaker (Appointed 22 January 2018)
Graham S. Miller
Jason W.H. Schofield (Resigned 23 July 2018)
Natasha C. Gadsdon
Sean J. Swales
-
-
44
96
-
140
-
-
4
11
-
15
-
-
-
4
-
4
-
-
6
-
-
6
90
29
-
-
20
139
Total
£000
102
23
68
114
20
327
Total
£000
90
29
54
111
20
304
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 19
The pension contributions made in respect of the Executive Directors to the Group’s defined contribution
scheme were:
Jason W.H. Schofield (Resigned 23 July 2018)
Corey B. Beinhaker (Appointed 23 October 2019)
Natasha C. Gadsdon
2 0 2 0
£ 0 0 0
-
-
32
32
2 0 19
£ 0 0 0
8
-
31
39
C O N T R A C T S
On 27 June 2018, the Group entered into a revised service contract with Natasha C. Gadsdon. Under this
agreement she is employed as a full time Executive Director with a one year rolling contract. She was appointed
Finance Director in October 2004.
On 23 October 2019, The Group entered into a service contract with Corey B. Beinhaker. Under this
agreement he is employed as a full time Executive Director with a one year rolling contract. He was appointed
Chief Operating Officer in October 2019.
The Non-Executive Directors are appointed with three months notice and the Executive Chairman has a six
month notice period.
On Behalf of the Board
P H I L I P H B E I N H A K E R
E X E C U T I V E C H A I R M A N A N D C H A I R
O F T H E R E M U N E R AT I O N C O M M I T T E E
6 July 2020
20 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
GOVERNANCE
Statement of Directors’ Responsibilities
For the year ended 31 March 2020
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group
financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the Group financial statements
in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial
Reporting Standard 101 ‘Reduced Disclosure Framework’. Under Company law the Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. The Directors
are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative
Investment Market. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs, as adopted by the European Union and applicable UK Accounting Standards, subject
to any material departures disclosed and explained in the Company and Parent Group financial statements respectively;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the requirements of
the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on
the Group’s website, in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity of the Group’s website is the responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the financial statements contained therein.
By Order of the Board
N ATA S H A G A D S D O N
C O M P A N Y S E C R E TA R Y
6 July 2020
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 21
GOVERNANCE
Independent Auditor’s Report
For the year ended 31 March 2020
QUALIFIED OPINION
We have audited the financial statements of Sutton Harbour Group plc (the
‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March
2020 which comprise the Consolidated Income Statement, the Consolidated
Statement of Other Comprehensive Income, the Consolidated and Company
Balance Sheets, the Consolidated and Company Statement of Changes in
Equity, the Consolidated Cash Flow Statement, and the notes to the financial
statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in the preparation of the group
financial statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. The financial reporting
framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards
including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
In our opinion, except for the possible effects of the matter described in the
basis for qualified opinion section of our report:
• The financial statements give a true and fair view of the state of the group’s
and of the parent company’s affairs as at 31 March 2020 and of the group’s
loss for the year then ended;
• The group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
• The parent company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• The financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
BASIS FOR QUALIFIED OPINION
The group records its investment properties and owner occupied land and
buildings at fair value. As detailed in the Accounting Estimates and Judgements
section of the Accounting policies (note 4) the Board relies on external valuers
to determine fair value and that determination involves significant estimation.
Historically this external appraisal has been performed at 31 January with the
result being used to report fair values in the annual accounts at 31 March on
the basis of there being no material change in fair value in the intervening
period. However, given the outbreak of the Covid-19 pandemic in early 2020
the fair values determined by the valuation performed as at 31 January 2020
may have materially changed by 31 March 2020. The Board determined it was
not feasible to obtain an updated or reliable valuation as at 31 March 2020
given the unknown future impact of the pandemic. Information reported by the
Royal Institute of Chartered Surveyors and valuation specialists also indicated
the extraordinary circumstances of Covid-19 and difficulties in performing
valuations at that time. Therefore, in the absence of reliable information being
available to the Board, and for us as auditor, we are unable to determine
whether the fair values attributed to investment properties and owner occupied
land and buildings at 31 March 2020 are materially correct.
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards
are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our qualified opinion.
CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in relation to
which the ISAs (UK) require us to report to you where:
• The directors’ use of the going concern basis of accounting in the preparation
of the financial statements is not appropriate; or
• The directors have not disclosed in the financial statements any identified
material uncertainties that may cast significant doubt about the group’s or
the parent company’s ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the
financial statements are authorised for issue.
EMPHASIS OF MATTER – VALUATION OF INVENTORY
We draw attention to the Strategic Report and note 4 of the consolidated
financial statements which describes the potential impact of government future
planning permission applications upon the valuation of the Plymouth airport
site, which is held as inventory on the Balance Sheet at £12.8m. The ultimate
outcome of these future applications cannot be presently determined, and the
financial statements do not reflect any impairment that may be required if the
result is unfavourable. Our opinion is not modified in respect of this matter.
Key Audit Matters
We have determined the matters described below to be the key audit matters
to be communicated in our report. Key audit matters include the most
significant assessed risks of material misstatement, including those risks that had
the greatest effect on our overall audit strategy, the allocation of resources in
the audit and the direction of the efforts of the audit team. In addressing these
matters, we have performed the procedures below which were designed to
address the matters in the context of the financial statements as a whole and
in forming our opinion thereon. Consequently, we do not provide a separate
opinion on these individual matters.
22 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
K E Y A U D I T M AT T E R
R E S P O N S E A N D C O N C L U S I O N
Going Concern
The directors’ are required to assess the appropriateness of the going
concern basis of preparation of the financial statements. As part of
their consideration of the going concern basis of preparation, the
directors’ are required to consider a minimum period of 12 months
from the date the accounts are approved. As auditors, we consider
management’s assessment and conclude on both the appropriateness
of the going concern basis and the adequacy of the disclosures
made. In making this assessment forecasts are used which inherently
contain a number of assumptions and estimates. This has been made
more difficult as a consequence of the Covid-19 pandemic which is
having a negative impact on the economy. The Group has a variety
of property assets with tenants in a range of sectors, including retail
and hospitality that have been adversely impacted by Covid-19. As a
result, the Group has secured a £2m extension to the existing RCF
facility and obtained a covenant waiver for the next 12 months to help
manage the risk of cashflow delays or defaults.
Valuation of Investment Properties and
Owner Occupied Land and Buildings
As detailed in the Basis for Qualified Opinion section above,
the group adopts a policy of revaluation for its owner occupied
land and buildings as well as its investment properties, with all
such properties stated at fair value. Under IFRS 13, fair value
measurement is required to be based on the ‘highest and best use’
and in most cases an entity’s current model is presumed to be its
highest and best use, although consideration needs to be made on
a property by property basis to ensure that market opportunities
and conditions do not suggest otherwise. Investment properties
are held at £19m and owner occupied land and buildings are
held at £24.4m. Due to the significance of the valuation for the
financial statements and their inherently judgemental nature, we
have considered this area as a key audit focus. In particular, for this
year the Covid-19 pandemic that arose in early 2020 has created
increased uncertainty around such valuations.
Valuation of Former Plymouth City Airport Site
The group has a number of development sites, in particular Sugar
Quay and Harbour Arch Quay, with substantial balances held in
WIP. The requirement is to carry these at the lower of cost and net
realisable value.
No developments have started as at 31 March 2020.
Valuation Of Development Sites
The group has a number of development sites, in particular Sugar
Quay and Harbour Arch Quay, with substantial balances held in
WIP. The requirement is to carry these at the lower of cost and net
realisable value.
No developments have started as at 31 March 2020.
Our work included
• Reviewing the amended bank facility agreement dated 22 May 2020,
which confirms an additional £2m revolving credit facility in place
until 22 May 2021.
• Reviewing management’s assessment of going concern and critically evaluating
and challenging the assumptions and estimates adopted.
• Evaluating the amount of headroom in facility limits.
• Reviewing the loan covenant waiver.
• Reviewing the adequacy of the related disclosures in the financial statements.
Conclusion
As a result of the procedures performed, we are satisfied that the directors’ use of
the going concern basis of preparation and related disclosures are appropriate.
The main procedures performed on the valuation assessment
and areas where we challenged management were as follows:
• Agreeing the valuations recognised in the accounts to the reports prepared by a
professional third party.
• Assessing the professional valuation firm as independent and sufficiently
competent, with respect to qualifications, experience and reputation.
• Considering the appropriateness of the assumptions that had the most material
impact and key variables included in the valuations, such as yields and market rates.
• Considering the appropriateness of the disclosures made in the financial
statements in respect of the properties.
Conclusion
We have reviewed the external valuation performed at 31 January 2020, along
with other available information, in the Board’s determination of fair values at 31
March 2020. Due to the Covid-19 pandemic the Board has been unable to obtain a
reliable assessment of the impact on fair values at 31 March due to the extraordinary
circumstances. Therefore, as detailed in our Basis for Qualified Opinion section above,
we are unable to conclude if the fair values of owner occupied land and buildings and
investment properties included within the accounts are materially correct.
Our work included
• Focussing on the two material balances within Group inventory, being Sugar
Quay (£10.2m) and Harbour Arch Quay (£928k).
• Reviewing management’s assessment of the carrying values of the key sites,
which includes the planning permission obtained, site appraisals and overall
project profitability.
• Critically assessing and challenging the assumptions used in those site appraisals
in the light of available external market data and our experience of the
residential construction sector (appreciating the specialist nature of these
projects).
• Vouching a sample of expenditure to source documentation.
• Viewing the sites on 13 March 2020.
Conclusion
As a result of the procedures performed, we are satisfied that development costs
are stated at the lower of cost and net realisable value.
Our work included
• Focussing on the two material balances within Group inventory, being Sugar
Quay (£10.2m) and Harbour Arch Quay (£928k).
• Reviewing management’s assessment of the carrying values of the key sites,
which includes the planning permission obtained, site appraisals and overall
project profitability.
• Critically assessing and challenging the assumptions used in those site appraisals
in the light of available external market data and our experience of the
residential construction sector (appreciating the specialist nature of these
projects).
• Vouching a sample of expenditure to source documentation.
• Viewing the sites on 13 March 2020.
Conclusion
As a result of the procedures performed, we are satisfied that development costs
are stated at the lower of cost and net realisable value.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 23
OUR APPLICATION OF MATERIALITY
Materiality for the group financial statements as a whole was set at £750,000.
We determined materiality by reference to the group’s total assets. We
consider total assets to be an appropriate measure for a group of companies
with significant value in investments and development activities which are
fundamental to the current and future trading of the group. Materiality
represents 1% of group’s total assets as presented on the face of the
Consolidated Balance Sheet. We report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £22,500, in addition to
other identified misstatements that warrant reporting on qualitative grounds.
Materiality for the parent company financial statements was set at £341,000.
This has been determined with reference to the net assets of the parent
company, which we consider to be one of the principal considerations for
members of the company in assessing the performance of the company.
Materiality represents 1% of parent company’s net assets as presented on the
face of the Balance Sheet. We report to the Audit Committee any corrected or
uncorrected identified misstatements exceeding £10,230, in addition to other
identified misstatements that warrant reporting on qualitative grounds.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
We planned and performed our audit by obtaining an understanding of the
Group and its environment, including the accounting processes and controls,
and the industry in which it operates. The Group comprises 11 wholly owned
subsidiaries.
• We performed statutory audits on 3 entities (Sutton Harbour Group plc,
Sutton Harbour Company and Plymouth City Airport Limited).
• We performed audit procedures on risk significant balances and transactions
in Sutton Harbour Services Limited, Sutton Harbour Car Parks Limited and
Sutton Harbour Projects Limited.
• We performed analytical review procedures on Sutton Harbour Property
and Regeneration Limited.
• Remaining components were not material.
The components within the scope of audit work covered 97% of Group
revenue, 100% of Group loss before tax and 99% of Group net assets.
OTHER INFORMATION
The other information comprises the information included in the Annual
Report and Financial Statements, other than the group and parent company
financial statements and our auditor’s report thereon. The directors are
responsible for the other information. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance
conclusion thereon. In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report
that fact. As described in the basis for qualified opinion section of our report,
we were unable to satisfy ourselves concerning the fair values of investment
properties and owner occupied land and buildings held at 31 March 2020. We
have concluded that where the other information refers to the fair value of
investment properties and owner occupied property held at 31 March 2020, it
may be materially misstated for the same reason.
OPINIONS ON OTHER MATTERS PRESCRIBED
BY THE COMPANIES ACT 2006
Except for the possible effects of the matter described in the basis for qualified
opinion section of our report, in our opinion, based on the work undertaken in
the course of the audit:
• The information given in the strategic report and the directors’ report for
the financial year for which the financial statements are prepared is consistent
with the financial statements; and
• The strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
24 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
MATTERS ON WHICH WE ARE
REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the group and parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors’ report.
Arising solely from the limitation on the scope of our work relating to the fair
value of investment properties and owner occupied property, referred to above:
• We have not obtained all the information and explanations that we
considered necessary for the purpose of our audit; and
• We were unable to determine whether adequate accounting records have
been kept.
Except for the matter described in the basis for qualified opinion section of our
report, we have nothing to report in respect of the following matters where
the Companies Act 2006 requires us to report to you if, in our opinion:
• Returns adequate for our audit have not been received from branches not
visited by us; or
• The parent company financial statements are not in agreement with the
accounting records and returns; or
• Certain disclosures of directors’ remuneration specified by law are not made.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement set out
on page 21, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement,
whether due to fraud or error. In preparing the financial statements, the
directors are responsible for assessing the group’s and parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the group and parent company or
to cease operations, or have no realistic alternative but to do so. Auditor’s
responsibilities for the audit of the financial statements Our objectives are
to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial
statements. A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
USE OF OUR REPORT
This report is made solely to the parent company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the parent company’s
members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the parent company and
the parent company’s members as a body, for our audit work, for this report, or
for the opinions we have formed.
G L E N N N I C O L
S E N I O R S TAT U T O R Y A U D I T O R
PKF Francis Clark
Statutory Auditor
Centenary House
Peninsula Park
Rydon Lane
Exeter
EX2 7XE
6 July 2020
Consolidated Income Statement
For the year ended 31 March 2020
Revenue
Cost of sales
Gross profit
Fair value adjustments on investment properties and fixed assets
Administrative expenses
Operating profit
Finance income
Finance costs
Net finance costs
(Loss)/Profit before tax from continuing operations
Taxation credit on (loss)/profit from continuing operations
(Loss)/profit for the year from continuing operations
(Loss)/profit for the year attributable to owners of the parent
Basic and diluted (loss)/earnings per share
from continuing operations
Note
5
13,14
5,6
9
9
10
2020
£000
6,558
(4,229)
2,329
(977)
(1,264)
88
-
(844)
(844)
(756)
(232)
(988)
(988)
2019
£000
6,893
(4,686)
2,207
1,444
(1,234)
2,417
1
(902)
(901)
1,516
315
1,831
1,831
12
0.85p
1.68p
Consolidated Statement of Other Comprehensive Income
For the year ended 31 March 2020
(Loss)/Profit for the year
Items that will not be reclassified subsequently to profit or loss:
Revaluation of property, plant and equipment
Items that may be reclassified subsequently to profit or loss:
Effective portion of changes in fair value of cash flow hedges
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to owners of the parent
The notes on pages 29 to 53 are an integral part of these consolidated financial statements
Note
13
2020
£000
(988)
1,338
-
1,338
350
2019
£000
1,831
1,640
6
1,646
3,477
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 25
G L E N N N I C O L
S E N I O R S TAT U T O R Y A U D I T O R
Consolidated Balance Sheet
As at 31 March 2020
Non-current assets
Property, plant and equipment
Investment property
Inventories
Current assets
Inventories
Trade and other receivables
Tax recoverable
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Deferred income
Provisions
Non-current liabilities
Bank loans
Lease liabilities
Deferred government grants
Deferred tax liabilities
Provisions
Total liabilities
Net assets
Issued capital and reserves attributable to owners of the parent
Share capital
Share premium
Other reserves
Retained earnings
Total equity
Note
13
14
17
17
18
19
22
23
21
25
20
23
21
16
25
26
2020
£000
27,958
18,985
12,810
59,753
12,217
2,595
5
792
2019
£000
26,632
19,425
12,448
58,505
11,119
2,283
(5)
1,296
15,609
14,693
75,362
73,198
1,396
63
1,544
70
3,073
24,250
28
646
1,254
29
1,496
122
1,398
70
3,086
22,500
47
646
1,023
164
26,207
24,380
29,280
27,466
46,082
45,732
16,266
10,695
13,034
6,087
46,082
16,266
10,695
11,696
7,075
45,732
The notes on pages 29 to 53 are an integral part of these consolidated financial statements.
The Financial Statements on pages 25 to 28 were approved and authorised by the Board of Directors on 6 July 2020 and were signed on its behalf by:
N ATA S H A G A D S D O N
F I N A N C E D I R E C T O R
26 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Consolidated Statement of Changes in Equity
For the year ended 31 March 2020
Notes
Share
capital
Share
premium
£000
£000
Revaluation
reserve
Hedging
reserve
-------------- --- Other reserves ------------------
£000
Merger
reserve
£000
£000
Retained
earnings
Total
equity
£000
£000
Balance at 1 April 2018
16,162
7,872
6,185
3,871
(6)
5,244
39,328
Comprehensive income/(expense)
Profit for the year
Other comprehensive income/(expense)
Revaluation of property, plant and equipment 13
Effective portion of changes in fair value of
cash flow hedges
Total other comprehensive income
Total comprehensive income
Transactions with owners of the parent
Issue of shares
-
-
-
-
-
-
-
-
-
1,640
-
1,640
1,640
-
-
-
-
-
26
104
2,823
-
Total balance at 31 March 2019
16,266
10,695
7,825
3,871
Balance at 1 April 2019
16,266
10,695
7,825
3,871
Comprehensive income/expense
Loss for the year
Other comprehensive income
Revaluation of property, plant and equipment 13
Total other comprehensive income
Total comprehensive income
-
-
-
-
-
-
Total balance at 31 March 2020
16,266
10,695
-
1,338
1,338
1,338
9,163
-
-
-
3,871
The cumulative deferred tax relating to items that are charged to equity is £nil (2019: £nil).
The notes on pages 29 to 53 are an integral part of these consolidated financial statements.
Further information in relation to the other reserves set out within the statement of changes in equity can be found in note 26.
-
-
6
6
6
-
-
-
-
-
-
-
-
1,831
1,831
-
-
1,831
1,640
6
1,646
3,477
-
2,927
7,075
45,732
7,075
45,732
(988)
(988)
-
1,338
1,338
(988)
350
6,087
46,082
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 27
Consolidated Cash Flow Statement
For the year ended 31 March 2020
Cash generated from total operating activities
Cash flows from investing activities
Net expenditure on investment property
Expenditure on property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Expenses of share issuance
Interest paid
Loan (repayment)
Loan drawdown
Cash payments of finance leases
Net cash generated from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Note
28
14
13
19
19
2020
£000
(455)
(52)
(823)
(875)
-
-
(844)
-
1,750
(78)
826
(504)
1,296
792
Reconciliation of financing activities for the year ended 31 March 2020
Bank loans
Lease liabilities
Long term debt
2020
£000
Cash
flow
£000
24,250
1,750)
91
24,341
(78)
1,672
2019
£000
22,500
169
(1,956)
Cash
flow
£000
1,850
(106)
1,956
The notes on pages 29 to 53 are an integral part of these consolidated financial statements.
2019
£000
(1,181)
(60)
(243)
(303)
3,000
(73)
(958)
(1,850)
-
(106)
13
(1,471)
2,767
1,296
2018
£000
24,350
275
24,625
28 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
1. General information
Sutton Harbour Group plc, formerly Sutton Harbour Holdings plc, (‘the Group’) and its subsidiaries are together referred to as ‘the Group’. The Group is
headquartered at Sutton Harbour, Plymouth and owns and operates the harbour and its ancillary facilities. The other principal activities of the Group are
marine operations, waterfront real estate regeneration, investment and development and also provision of public car parking.
The Group is a public limited company which is listed on the Alternative Investment Market of the London Stock Exchange, is incorporated and domiciled in
the UK and registered in England and Wales with number 02425189. The address of its registered office is Sutton Harbour Office, Guy’s Quay, Plymouth,
Devon, PL4 0ES.
2. Group accounting policies
Basis of preparation
The Group financial statements consolidate those of the Group and its subsidiaries.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and International Financial
Reporting Interpretation Committee (IFRIC) interpretations as adopted by the European Union, and the Companies Act 2006 applicable to companies
reporting under IFRS.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements.
Judgements made by the Directors in the application of these accounting policies that have significant effect on the financial statements and estimates with a
significant risk of material adjustment in the next year are discussed in note 4 to these financial statements.
Changes in accounting policies and disclosures
The Group has adopted IFRS16: Leases for the first time. There has been no impact on the financial statements as disclosed in the accounting policy ‘ lease
payments’, with further details provided in Note 27.
Going concern
The review of the Group’s business activities is set out in the combined Executive Chairman’s Report on pages 4 and 5. The financial position of the Group,
its cash flows and financing position are described in the Financial Review on page 7. In addition, note 3 to the financial statements gives details of the
Group’s financial risk management.
The Group’s forecasts and projections, taking account of reasonably foreseeable 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, debt to fair
value and capital expenditure.
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.
Measurement convention
The financial statements are prepared on the historical cost basis as modified by the fair value of property.
The functional currency of the Group and its subsidiaries is pounds sterling and therefore balances are shown in the financial statements in thousands of
pounds sterling, unless otherwise stated.
Basis of consolidation
The consolidated financial statements include the financial statements of Sutton Harbour Group plc and its subsidiaries at each reporting date. Control
exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its
activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases.
Intra-Group transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised profits and losses are also
eliminated.
Property, plant and equipment
Property, plant and equipment can be divided into the following classes:
Land and buildings
Assets in the course of construction
Plant, machinery and equipment
Fixtures and fittings
Land and buildings
Land and buildings include:
- Freehold and leasehold land. Where a lease has an unexpired term of more than 50 years it is considered to share the same characteristics as freehold
land and is shown as such.
- Properties that are mainly owner-occupied, or that are an integral part of the Group’s trading operations (marina including the lock, quays, marina
buildings, the fishmarket building and car parks).
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 29
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Owner occupied assets are initially recorded at cost and are subsequently revalued and stated at their fair values. Fair value is based on regular valuations
by an external independent valuer and is determined from market-based evidence by appraisal. Valuations are performed with sufficient regularity (at least
annually) to ensure that the fair value of a revalued asset does not differ materially from its carrying amount.
Where owner occupied assets (such as marinas, the fishmarket and car parks) comprise land, buildings, plant and machinery the valuation is of the asset as
a whole. Any valuation movement is allocated to land and buildings; plant and machinery continue to be carried at cost less accumulated depreciation (see
below).
Any revaluation surplus is credited to the revaluation reserve except to the extent that it reverses a decrease in the carrying value of the same asset
previously recognised in the income statement, in which case the increase is recognised in the income statement. Any revaluation deficits are recognised in
the income statement, except to the extent of any existing surplus in respect of that asset in the revaluation reserve.
Assets in the course of construction
Assets in the course of construction are held at cost. Depreciation commences when the asset is fully operational as intended.
Plant, machinery and equipment, fixtures and fittings
Plant, machinery and equipment includes items used in the operation of marina, fishmarket and car park trading operations (such as pontoons, piles, ice
making equipment and chillers, car parking meters). Fixtures and fittings includes building fit outs. Plant, machinery and equipment, fixtures and fittings are
all stated at cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of
the items.
Leased assets
Leased assets acquired are stated initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments at
inception of the lease, less accumulated depreciation and impairment losses. Leased assets are depreciated over the shorter of the lease term and useful
economic life. Lease payments are apportioned between finance charges and the reduction of lease liabilities so as to achieve a constant rate of interest on
the remaining balance of the liability. Finance charges are charged directly to the income statement. Leased properties are subsequently revalued to their
fair value.
The treatment of assets where the lessor maintains the risks and rewards of ownership is described in the lease payments accounting policy below.
Depreciation
Depreciation is charged to the income statement over the estimated useful lives of each part of an item of property, plant, machinery and equipment,
fixtures and fittings. Estimated useful lives and residual values are reassessed annually. Where parts of an item of property, plant, machinery and equipment,
fixtures and fittings have different useful lives, they are accounted for as separate items. Freehold land is not depreciated. The estimated useful lives and
depreciation basis of assets are as follows:
Freehold buildings
Leasehold buildings
Plant, machinery and equipment
Fixtures and fittings
(straight line)
(straight line)
(straight line)
(straight line)
10 to 50 years
50 years or remaining period of lease
4 to 30 years
4 to 10 years
Investment property
Investment properties are properties which are held to earn rental income and/or for capital appreciation. Investment properties are initially measured at
cost and subsequently revalued to fair value which reflects market conditions at the balance sheet date. Any gains or losses arising from changes in fair value
are recognised in the income statement in the period in which they arise. Fair value is the estimated amount for which a property could be exchanged, on
the date of valuation, between a willing buyer and a willing seller, in an arm’s length transaction, after proper marketing, in which both parties had acted
knowledgeably, prudently and without compulsion.
Some properties are held both to earn rental income and for the supply of goods and services and administration purposes. Where the different portions
of the property cannot be sold separately, the property is accounted for as an investment property only if an insignificant portion is held for the production
and supply of goods and services and administration purposes.
The portfolio is valued on an annual basis by an external independent valuer, who is RICS qualified. The valuer will also have recent experience in the
location and category of property being valued.
The valuations, which are supported by market evidence, are prepared by considering the aggregate of the net annual rents receivable from the properties
and where relevant, associated costs. A yield which reflects the specific risks inherent in the net cash flows is then applied to the net annual rentals to arrive
at the property valuation.
Rental income from investment property is accounted for as described in the revenue accounting policy.
Investment property that is redeveloped for continued future use as an investment property remains classified as an investment property while the
redevelopment is being carried out. While redevelopment is taking place, the property will continue to be valued on the same basis as an investment
property.
30 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
All tenant leases have been examined to determine if there has been any transfer of the risks and rewards of ownership from the Group to the tenant in
accordance with IFRS 16 ‘Leases’. All tenant leases were determined to be operating leases. Accordingly, all the Group’s leased properties are classified as
investment properties and included in the balance sheet at fair value.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure incurred in
acquiring the inventories and bringing them to their existing location and condition. Where inventory has been transferred from fixed assets, deemed cost
includes revaluation. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated
costs necessary to make the sale.
Inventories – development property
Land identified for development and sale, and properties under construction or development and held for resale, are included in non-current or current
assets, depending on the estimated time of ultimate realisation, at the lower of cost and net realisable value. Cost includes all expenditure related directly to
specific projects, including capitalised interest, and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal
operating capacity. Net realisable value is estimated selling value less estimated costs of completion and estimated costs necessary to make the sale and
includes developer’s return where applicable.
Cash and cash equivalents
Cash in the balance sheet comprises cash at bank and in hand. Bank overdrafts and similar borrowings that are repayable on demand and form an integral
part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Offset
arrangements across Group businesses are applied to arrive at the net cash figure.
Impairment
The carrying amounts of the Group’s assets other than investment property and inventories are considered at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Where the asset does not generate
cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Where the carrying amount of an asset exceeds its recoverable amount it is impaired and is written down to its recoverable amount. Impairment losses are
recognised in the income statement.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period
of the borrowings on an effective interest basis.
Revenue
Revenue comprises the fair value of the consideration received or receivable, net of value-added-tax, rebates and discounts. Revenue is recognised in
accordance with the transfer of promised goods or services to customers (i.e. when the customer gain control of ownership that has been transferred).
The following criteria must also be met before revenue is recognised:
Rent and marina and berthing fees
Rent from investment property and marina and berthing fees are typically invoiced in advance and are accounted for as deferred income and recorded to
revenue during the period to which the tenant had control of the service.
Lease incentives and costs associated with entering into tenant leases are amortised over the lease term. These are held in the balance sheet within
accrued income.
Other marine related revenue
Fuel sales, landing dues and other ancillary incomes, are recorded to revenue on the transfer of goods to the customer.
Car park revenue
Car park revenue is recognised at the point that a car parking ticket is paid for, normally a maximum of one day’s parking. Where seasonal parking permits
are sold for longer periods the income is spread over the period the permit relates to.
Property sales
Revenue from property sales is recognised when effective control of the asset have passed to the buyer. This will be at the point of legal completion.
Interest Income
Interest income is recognised as it becomes receivable.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received and that the Group will comply with all conditions
associated with the grant. Government grants in respect of capital expenditure are credited to reduce the initial carrying value of the related asset. Grants
of a revenue nature are credited to a deferred income account and released to the income statement so as to match them with the expenditure to which
they relate.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 31
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Lease payments
The Directors have considered the application of IFRS16 on its leasing arrangements. The Group has a small number of short term leases and leases of low
value items and therefore continues to recognise payments made under these agreements on a straight line basis over the term of the lease. The Group
has one leasing arrangement in relation to a property, which is due to expire in September 2021. The Directors have concluded that the expected right
of use asset and corresponding lease liability would be immaterial to the Group’s financial statements and have therefore not adopted the requirements of
IFRS16 in relation to this arrangement. Details of the future payments under this arrangement are disclosed in Note 27.
Net financing costs
Net financing costs comprise interest payable, commitment fees on unused portion of bank facilities, amortisation of prepaid bank facility arrangement
fees, unwinding of discount on provisions, finance charge component of minimum lease payments and interest receivable on funds invested. Interest
payable and interest receivable are recognised in profit or loss as they accrue, unless capitalised as described under “borrowing costs” below, using
the effective interest method. The fair value movement of derivative financial instruments and any ineffective portion of cash flow hedges are also
included within net financing costs.
Borrowing costs
Borrowing costs are capitalised on qualifying assets. A qualifying asset is one that takes more than twelve months to complete. The borrowing rate applied
is that specifically applied to fund the development. In the case of bank borrowings this is the weighted average cost of debt capital. Capitalisation ceases
when substantially all the activities that are necessary to get the property ready for use are complete and is paused when a project pauses.
Employee benefits: defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.
Employee benefits: share-based payment transactions
The share option programme allows Group employees to acquire shares of the Group; these awards are granted by the Group. The share-based payments
are all equity-settled and are measured at fair value. The fair value of options granted is recognised as an employee expense with a corresponding increase
in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options.
The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is
due only to share prices not achieving the threshold for vesting.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
Taxation
Tax on the profit for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items
recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted at the balance sheet date.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax is recognised on all temporary differences except on the initial recognition of goodwill or on the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses and whose
results are regularly reviewed by the Board. .
The following operating segments have been identified:
Marine
Real Estate
Car Parking
Regeneration
32 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Revenue included within each segment is as follows:
Marine:
Marina and commercial berthing fees
Fishmarket landing dues
Other marine related revenue including fuel sales and other ancillary income
Car Parking:
Car park revenue
Real Estate:
Rent
Regeneration:
Property sales
Costs, assets and liabilities are allocated to each business segment based on the revenue that they are used to generate.
Trade Receivables
Trade receivables are initially measured at the transaction price less impairment. In measuring the impairment, the Group has applied the simplified
approach to expected credit losses as permitted by IFRS9. Expected credit losses are assessed by considering the Group’s historical credit loss experience,
factors specific for each receivable, the current economic climate and expected changes in forecasts of future events. Changes in expected credit losses are
recognised in the Group income statement.
Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are
classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented
as non-current liabilities. They are initially recognised at fair value and subsequently carried at amortised cost.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 33
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
3. Financial risk management
Fair values
IFRS 13 requires disclosure of fair value measurements for balance sheet financial instruments by level according to the following measurement hierarchy:
Level 1: Quoted prices unadjusted in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly as prices or indirectly
derived from prices; and
Level 3: Inputs for the asset or liability that are not based on observable market data.
The Group does not hold any Level 1 balance sheet financial instruments.
Capital risk management
The capital structure of the Group consists of net debt which includes the borrowings disclosed in notes 19 and 20 and shareholders’ equity comprising
issued share capital, reserves and retained earnings.
The capital structure of the Group is reviewed annually with reference to the costs applicable to each element of capital, future requirements of the Group,
flexibility of capital drawdown and availability of further capital should it be required.
The Group has a target gearing ratio of approximately 50% but gearing may exceed these levels where a project is in the final stages before start of
construction and development refinancing or ultimate disposal. The Group currently has three consented schemes with planning, with final stages of
preconstruction work underway. The Group structures borrowings into general facilities and secures specific financing for individual property projects as
deemed appropriate.
The gearing ratio at the year end was as follows:
Borrowings and loans
Finance lease liabilities
Cash and cash equivalents
Net debt
Equity
Net debt to equity ratio
2020
£000
(24,250)
(91)
792
(23,549)
46,082
51.1%
2019
£000
(22,500)
(169)
1,296
(21,373)
45,732
46.7%
Bank borrowing facilities and financial covenants
The Group had total borrowing net of cash and cash equivalents of £23.549m at 31 March 2020 (2019: £21.373m) with a gearing level of 51.1% (2019:
46.7%). The Group has operated within its authorised facilities and has met all bank covenants during the year. The bank facilities were renewed in
December 2019, when the Group entered into an agreement which provides a maximum £25.0m committed facility with a confirmed expiry date of
December 2023 with the possibility of a further 12 month extension. Subsequently, in May 2020 the Group agreed an amendment with bankers to extend
the maximum facility to £27m for twelve months (with the possibility of a further twelve months).
The banking facilities include financial covenants, including (i) a measure of EBITDA to interest covenant (ii) a debt to fair value of property valuation
covenant and (iii) a capital expenditure covenant. The Group’s forecasts and projections, taking account of reasonably possible changes in trading
performance, show that the Group will be able to operate within the level of the facilities and covenants over a period of at least twelve months. Test i)
limits have been relaxed until March 2021 and test ii) suspended until June 2021 with the agreement of the Group’s bankers.
Liquidity risk
The Group uses financial instruments, comprising bank borrowing and various items including trade receivables and trade payables that arise directly from
its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations. The main risk arising from the Group financial
instruments is liquidity risk. The Group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably. Short-term flexibility is achieved by overdraft facilities. The Group has the ability to manage its liquidity through the timing of
development projects and also the timing of the sale of assets.
34 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Contractual maturity
The following tables analyse the Group’s financial liabilities and net settled derivative financial liabilities into relevant maturity groupings based on the
remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows
including principal.
As at 31 March 2020:
Bank loans*
Trade and other payables*
Finance lease liabilities*
Derivatives financial instruments**
As at 31 March 2019:
Bank loans*
Trade and other payables*
Finance lease liabilities*
Derivative financial instruments**
Total
£000
0 to <1 year
£000
1 to <2 years
£000
2 to <5 years
£000
(24,250)
(1,396)
(91)
-
(25,737)
-
(1,396)
(63)
-
(1,459)
-
-
(28)
-
(28)
(24,250)
-
-
-
(24,250)
Total
£000
0 to <1 years
£000
1 to < 2 years
£000
2 to <5 years
£000
(22,500)
(1,510)
(169)
-
(24,179)
-
(1,510)
(122)
-
(1,632)
(22,500)
-
(47)
-
(22,547)
-
-
-
-
-
* financial liabilities at amortised cost
** financial liabilities at fair value
Interest rate risk
There is currently no LIBOR swap in place to fix interest on any of the Group’s bank debt.
Credit risk
Many of the Group’s customers are required to pay for services in advance of supply which reduces the Group’s exposure to credit risk. Property rentals
and marina berthing are examples of this. The Group pursues debtors vigorously where credit terms have been exceeded. The credit quality of the
Group’s financial assets can be summarised as follows:
Trade receivables:
New customers (less than 12 months)
Existing customers (more than 12 months) with no defaults in the past
Existing customers (more than 12 months) with some defaults in the past
Total trade receivables net of provision for impairment
2020
£000
64
534
137
735
2019
£000
66
524
40
630
Commodity price risk
The Group experiences volatile fuel prices throughout the year. The Group only acts as a reseller of fuel at the fishmarket and marina. The sales prices are
derived from the price paid for fuel and therefore fuel price exposure is no longer considered a risk.
Sensitivity analysis
Interest rates
In managing interest rate risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer-term, however,
permanent changes in interest rates would have an impact on consolidated earnings.
At 31 March 2020, it is estimated that a general increase of half a percentage point in interest rates (being the best estimate of future anticipated changes in
interest rates), would have decreased the Group’s profit before tax from continuing operations by approximately £120,000 (2019: £110,000). Net assets
would have decreased by the same amount.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 35
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Valuation of investment property and property held for use in the business
Land & buildings valuations are complex, require a degree of judgement and are based on data some of which is publicly available and some that is not. We
have classified the valuations of our property portfolio as level 3 as defined by IFRS 13 Fair Value Measurement. Level 3 means that the valuation model
cannot rely on inputs that are directly available from an active market. All other factors remaining constant, an increase in trading income would increase
valuation, whilst an increase in equivalent nominal yield would result in a fall in value and vice versa.
In establishing fair value the most significant unobservable input is considered to be the appropriate yield to apply to the trading income. This is based on a
number of factors including the maturity of the business and trading and economic outlook.
Yields applied across the trading and investment assets are in the range of 4.35% – 10.47% with the average yield being 7.15%. Assuming all else stayed the
same; a decrease of 1.0% in the average yield would result in an increase in fair value of £1.17m. An increase of 1.0% in the average yield would result in a
corresponding decrease in fair value of £1.17m.
These assets were independently valued by Jones Lang LaSalle (“JLL”) at 31 January 2020. The valuation by JLL was in accordance with the Practice
Statements in the Valuations Standards (The Red Book) published by the Royal Institution of Chartered Surveyors, on a market-based evidence approach,
which is consistent with the required IFRS 13 methodology.
4. Accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of
policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Estimates
The following are the areas that require the use of estimates that may impact the Group’s balance sheet and income statement:
The valuation of investment property and property held for use in the business as at 31 January 2020 was £18,985,000 and £27,000,000 respectively; (2019:
£19,425,000 and £26,275,000 respectively). In determining the fair value of properties, the Board relies on external valuations carried out by professionally qualified
independent valuers in accordance with the Appraisal and Valuation Standards of the Royal Institution of Chartered Surveyors. The valuation of investment properties
uses estimated rental yields for each property based on market evidence at the date the valuation is carried out. Judgement is exercised in determining future rental
income or profitability of the relevant properties. Within the valuation of property held for use in the business, judgment is required to allocate the valuation between
land and buildings. These assets have not been revalued since the Covid-19 Lockdown measures introduced by the UK Government in March 2020. Any impact upon
the valuation is therefore unknown at present. Further detail about the property valuation can be found in the Financial Review on page 7.
Judgements
The following are the areas that require the use of judgements that may impact the Group’s balance sheet and income statement:
The Board exercises judgement in determining whether properties should be classified as investment property or development inventory and this is done by
reference to criteria including whether the property is being marketed for sale in the ordinary course of business and the nature of the development activity ongoing
(including planning applications and development of proposals for submission to the relevant authorities).
Determining the net realisable value of development property 2020: £24,993,000 see note 17; (2019: £23,514,000)
• The Board has exercised judgement in determining the net realisable value of development property, taking into account expected costs to complete and future
sale proceeds, and hence whether any write-down of development property is required. Incorporated in the appraisal of net realisable value are judgements about:
disposal revenue and/or investment value at completion; project formulation (including mix of development uses and development density); full development
cost; amounts payable to third parties (for example, contributions to the local authority under section 106 agreements, sharing of proceeds with local authority
and repayment of grants in the case of development of the former airport site); financing costs; time value of money; and, allowance for contingency. Included in
development inventory is the Former Airport Site. The Inspectors also advised that a longer safeguarding period could risk the site being left vacant and unused and
that that would not be appropriate. The Government Inspectors view of the importance of the site for alternative use, in absence of an airport operation, affirms
the Group’s view of the value of the land.
Should the board change its strategy with a view to an alternative, this may have an effect on the carrying value of the asset. No write down has been included in the
current year.
The second largest development inventory item relates to the Sugar Quay (East Quay) site at Sutton Harbour. At the present time, a planning submission is underway
and it is expected that proceeds will exceed the carrying value of the inventory.
36 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
5. 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.
Details of the types of revenue generated by each segment are given in note 2.
The Board of Directors assesses performance using segmental operating profit. The segment information provided to the Board of Directors for the
reportable segments for the year ended 31 March 2020 is as follows:
Year ended 31 March 2020
Revenue
Segmental Operating Profit before fair value
adjustment and unallocated expenses
Fair value adjustment on investment
properties and fixed assets
Marine
£000
4,323
916
(483)
Real Estate
£000
Car Parking
£000
Regeneration
£000
1,580
1,157
(494)
655
404
-
-
(148)
-
Unallocated:
Administrative expenses
Operating profit
Financial income
Financial expense
Profit before tax from continuing activities
Taxation
Profit for the year from continuing operations
Depreciation charge
Marine
Car Parking
Administration
Total
£000
6,558
2,329
(977)
1,352
(1,264)
88
-
(844)
(756)
(232)
(988)
313
26
1
340
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 37
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Year ended 31 March 2019
Revenue
Gross profit prior to non-recurring items
Fair value adjustment on investment
properties and fixed assets
Marine
£000
4,896
1,057
1,134
Real Estate
£000
Car Parking
£000
Regeneration
£000
1,474
941
310
523
350
-
-
(141)
-
Unallocated:
Administrative expenses
Operating profit
Financial income
Financial expense
Profit before tax from continuing activities
Taxation
Profit for the year from continuing operations
Depreciation charge
Marine
Car Parking
Administration
Total
£000
6,893
2,207
1,444
3,651
(1,234)
2,417
1
(902)
(1,516)
315
1,831
314
33
11
358
38 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Assets and liabilities
Segment assets:
Marine
Real Estate
Car Parking
Regeneration
Total segment assets
Unallocated assets:
Property, plant & equipment
Trade & other payables
Cash and cash equivalents
Total assets
Segment liabilities:
Marine
Real Estate
Car Parking
Regeneration
Total segment liabilities
Unallocated liabilities:
Bank overdraft & borrowings
Trade & other payables
Deferred tax liabilities
Tax payable
Total liabilities
Additions to property, plant and equipment
Marine
Car Parking
Unallocated
Total
2020
£000
23,858
19,640
5,267
25,115
73,880
79
611
792
75,362
2020
£000
1,960
550
108
903
3,521
24,341
163
1,254
-
29,279
796
26
1
823
2019
£000
23,514
19,892
4,456
23,574
71,436
61
405
1,296
73,198
2019
£000
1,897
575
130
1,085
3,687
22,669
87
1,023
-
27,466
183
22
38
243
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:
Sale of goods
Rental income and service recharges
Provision of services
No revenues from any one customer represented more than 10% of the Group’s revenue for the year.
2020
£000
1,980
1,580
2,998
6,558
2019
£000
2,357
1,614
2,922
6,893
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 39
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
6. Operating result
The following items are included within operating profit/(loss):
Staff costs
Increase/(decrease) in provisions
Rental income from investment property
Loss on sale of property, plant and equipment
Direct operating expenses of investment properties (including repairs and maintenance)
(Gain)/loss on remeasurement of investment property to fair value
(Gain)/loss on re-measurement of fixed assets
Depreciation of property, plant and equipment
Operating lease payments
7. Services provided by the Company’s auditors
During the year the Group obtained the following services from the Company’s auditors:
Fees payable to Company’s auditors for the audit of Parent Company and
consolidated financial statements
Fees payable to the Company’s auditors for other services:
The audit of Company’s subsidiaries pursuant to legislation
Tax compliance services
Note
8
25
27
14
13
13
27
Current
Auditor
23
22
8
2020
£000
1,354
(136)
(1,580)
12
52
494
483
340
204
2020
£000
Previous
Auditor
10
8
14
2019
£000
1,467
(5)
(1,474)
-
60
(310)
(1,133)
358
214
2019
£000
Previous
Auditor
24
22
11
40 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
8. Staff numbers and costs and Directors’ remuneration
The average number of persons employed by the Group (including Executive Directors, excluding Non-Executive Directors) during the year, analysed by
category, was as follows:
Number of employees
2019
2020
Marine Activities
Property and Regeneration
Administration
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs (note 24)
The total remuneration of the Directors of the Company was as follows:
Fees
Other Emoluments
Contractual Payments
Pension Contributions
Expenses of Unexercised Share Options
20
1
9
30
2020
£000
1,093
111
150
1,354
2020
£000
145
179
-
32
3
359
23
1
6
30
2019
£000
1,215
126
126
1,467
2019
£000
139
159
6
39
-
343
Further details of Directors’ remuneration are given in the Remuneration Report on pages 18 to 20, which forms part of these financial statements.
9. Finance income and finance costs
Finance income
Interest payable on bank loans and overdrafts
Interest payable on finance leases
Finance costs
Finance costs are net of borrowing costs capitalised in the year. See note 17.
2020
£000
2019
£000
-
753
91
844
1
892
10
902
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 41
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
10. Taxation
Deferred tax
Adjustments in respect of previous years
Origination and reversal of temporary differences
Change in tax rate
Total tax charge/(credit) in income statement
The tax assessed for the year uses the standard rate of corporation tax in the UK of 19% (2019: 19%).
Reconciliation of effective tax rate
(Loss)/Profit before tax
Tax on profit at standard corporation tax rate of 19% (2019: 19%)
Expenses not deductible for tax purposes
Tax impact for adjustments made to fixed assets in respect of prior periods
Movement on potential chargeable gain on revaluation
Deferred tax assets not recognised
Capital allowances in excess of depreciation
Creation of tax losses
Total tax charge/(credit) on continuing operations
11. Dividends paid on equity shares
Note
2020
£000
232
-
-
232
2020
£000
(756)
(144)
(335)
-
-
-
-
1,459
232
2019
£000
(318)
3
-
(315)
2019
£000
1,516
288
(274)
(315)
-
-
(47)
33
(315)
An Inland Revenue approved Group Share Option plan (CSOP) has been established by Sutton Harbour Group plc whereby the Group may at the
discretion of the Remuneration Committee grant options over ordinary shares in the Group to key management personnel. The options are issued for
nil consideration and are granted in accordance with the schemes rules at the absolute discretion of the Remuneration Committee. Option holders may
exercise options after a minimum 3 year and maximum 10 year holding period, subject to the provisions and exceptions of the scheme rules. There are no
other performance conditions governing the holder’s right to exercise the options after the minimum holding period. Share options may only be exercised
for shares. During the year 102,273 share options were granted with an exercise price of £0.22. The fair value of the options was calculated using the Black
Scholes model and the charge to the income statement for the year ended 31 March 2020 was £5,000 (2019: £nil).
42 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
12. Earnings per share
Continuing operations:
Basic (loss)/earnings per share
Diluted (loss)/earnings per share
2020
Pence
(0.85)
(0.85)
2019
Pence
1.68
1.68
Basic earnings per share
Basic earnings per share have been calculated using the loss for the year of £988,000 (2019: profit of £1,831,000) for the continuing operations.
Diluted earnings per share
Diluted earnings per share uses an average number of 115,944,071 (2019: 108,982,966) ordinary shares in issue in accordance with IAS 33
‘Earnings per Share’. The weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential
ordinary shares of nil (2019: nil), is calculated as follows:
Weighted average number of shares at 31 March
Weighted average number of ordinary shares (diluted) at 31 March
There is no adjustment for the effect of all dilutive potential ordinary shares because the exercise prices of the options
are greater than the average market price of the shares during both the current and prior year.
2020
2019
115,944,071
108,982,966
115,944,071
108,982,966
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 43
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
13. Property, plant and equipment
Assets in the
course of
Construction
£000
Plant, machinery
equipment,
fixtures and
fittings
£000
Land and
buildings
£000
Cost or valuation
Balance at 1 April 2018
Additions
Revaluations to income statement
Revaluations to revaluation reserve
Impairment
Transfers
Disposals
Balance at 31 March 2019
Balance at 1 April 2019
Additions
Revaluations to income statement
Revaluations to revaluation reserve
Impairment
Transfers
Disposals
Balance at 31 March 2020
Accumulated depreciation
Balance at 1 April 2018
Depreciation charge for the year
Transfers
Disposals
Balance at 31 March 2019
Balance at 1 April 2019
Depreciation charge for the year
Transfers
Disposals
Balance at 31 March 2020
Net book value
At 31 March 2019
At 31 March 2020
21,023
120
1,133
1,640
-
-
-
23,916
23,916
154
(483)
1,338
-
-
-
24,925
237
134
-
-
371
371
116
-
-
487
87
30
-
-
-
-
-
117
117
569
-
-
-
-
-
686
-
-
-
-
-
-
-
-
-
-
23,545
24,438
117
686
4,992
94
-
-
-
-
-
5,086
5,086
100
-
-
-
-
(153)
5,033
1,892
224
-
-
2,116
2,116
224
-
(141)
2,199
2,970
2,834
Total
£000
26,102
244
1,133
1,640
-
-
-
29,119
29,119
823
(483)
1,338
-
-
(153)
30,644
2,129
358
-
-
2,487
2,487
340
-
(141)
2,686
26,632
27,958
Included in Land and Buildings is long leasehold land at a value of £2,200,000 (2019: £2,200,000).
Revaluations
Land and buildings are measured using the revaluation model as set out in note 2. These assets were independently valued by Jones Lang LaSalle (“JLL”) at 31
January 2020 (see Strategic Report page 4). The valuation by JLL was in accordance with the Practice Statements in the Valuations Standards (The Red Book)
published by the Royal Institution of Chartered Surveyors, on a market-based evidence approach. These assets, as well as investment property assets (see note 14)
have not been revalued since the Covid-19 Lockdown measures introduced by the UK Government in March 2020. Any impact upon the valuation is therefore
unknown at present. Further detail about property revaluation is included in the Financial Review on page 7.
44 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
At 31 March 2020, had the freehold land and buildings been measured using the cost model (historical cost less accumulated depreciation and accumulated
impairment losses), their carrying value would be £19,274,000 (2019: £19,304,000).
At 31 March 2020, had the leasehold land and buildings been measured using the cost model (historical cost less accumulated depreciation and accumulated
impairment losses), their carrying value would be £1,110,000 (2019: £956,000).
Assets in the course of construction, plant, machinery and equipment and fixtures and fittings are all measured using the cost model, as set out in note 2.
The Group’s obligations under leases are secured by the lessor’s title to the fixed assets. The carrying value of plant, machinery and equipment which is subject to
leases is £539,000 (2019: £514,000).
14. Investment property
At fair value:
Balance at the beginning of the year
Additions during the year
Fair value adjustments
Balance at the end of the year
Notes
2020
£000
19,425
56
(496)
18,985
2019
£000
19,055
60
310
19,425
Investment property is measured using the fair value model as set out in note 2. The fair value of the Group’s investment property at 31 March 2020 has been
determined by a valuation carried out on 31 January 2020 by independent, external valuers (see Strategic Report page 4), JLL in accordance with the Practice
Statements in the Valuation Standards (The Red Book) published by the Royal Institution of Chartered Surveyors. JLL is a member of the Royal Institution of
Chartered Surveyors and have appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The valuations, which are
supported by market evidence, are prepared by considering the aggregate of the net annual rents receivable from the properties and, where relevant, associated
costs. A yield which reflects the specific risks inherent in the net cash flows is then applied to the net annual rentals to arrive at the property valuation. These
assets, have not been revalued since the Covid-19 Lockdown measures introduced by the UK Government in March 2020. Any impact upon the valuation is
therefore unknown at present. Further detail about property valuation is included in the Financial Review on page 7.
All of the Group’s investment property is held under freehold interests with the exception of four (2019: four) properties which are held under long leaseholds.
15. Investments
At 31 March 2020 the Group has the following subsidiaries:
Subsidiaries
Sutton Harbour Company
Sutton Harbour Services Limited
Plymouth City Airport Limited
Sutton Harbour Property and Regeneration Limited
Harbour Arch Quay Limited
Sutton Harbour Projects Limited
Sutton Harbour Car Parks Limited
Sugar Quay Holdings Limited
Sugar Quay Limited
Sutton East Holdings Limited
Sutton East Developco No1Limited
Class of Ownership
shares held
2020
2019
Nature of Business
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Harbour Authority
Marine Leisure & Property
Property Developer
Property
Property
Property
Car Park Operator
Investment Company
Property Developer
Property Developer
Property Developer
All of the above companies were incorporated in the United Kingdom and registered in England and Wales and for each the registered address is Sutton Harbour
Office, Guy’s Quay, Plymouth PL4 0ES.
All subsidiaries are included in the Group consolidated financial statements.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 45
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
16. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities Net
Property, plant and equipment
Investment property
Change in tax rate
Losses carried forward
Tax assets / (liabilities)
Movement in deferred tax during the year
Property, plant and equipment
Investment property
Employee benefits
Losses carried forward
2020
£000
2019
£000
-
-
134
-
134
-
-
-
38
38
1 April
2019
£000
(785)
(276)
-
38
(1,023)
2020
£000
(1,023)
(286)
-
79
(1,388)
Change in
deferred
tax rate
£000
2019
£000
(785)
(276)
-
-
2020
£000
(1,023)
(286)
134
(79)
2019
£000
(785)
(276)
-
38
(1,061)
(1,254)
(1,023)
Recognised
in income
£000
Recognised
in equity
£000
31 March
2020
£000
-
-
-
-
-
(238)
(10)
134
(117)
(231)
-
-
-
-
-
(1,023)
(286)
133
(79)
(1,254)
The Directors believe the deferred tax asset relating to losses carried forward will be utilised by future taxable profits.
17. Inventories
Stores and materials
Goods for resale
Development property
2020
£000
8
26
24,993
2019
£000
17
36
23,514
25,027
23,567
Included within inventories is £24,993,000 (2019: £23,514,000) expected to be recovered in more than 12 months. £12,810,000, (2019: £12,448,000) of the
Development Property, being the carrying value of the former airport site, is classified in the Balance Sheet as a non-current asset as realisation of the asset
may be in more than five years’ time.
Inventories to the value of £1,784,000 were recognised as an expense in the year (2019: £2,047,000).
Interest capitalised during the year in relation to development property was £111,000 (2019: £40,000). The capitalisation rate used to determine the
amount of borrowing costs eligible for capitalisation was 3.7% (2019: 4.4%).
In the course of the year, £nil of development property inventory was written down (2019: £nil).
46 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
18. Trade and other receivables
Trade receivables
Provision for impairment of trade receivables
Expected loss rate of trade receivables
Other receivables
Prepayments and accrued income
2020
£000
785
(50)
735
6%
68
1,792
2,595
2019
£000
655
(25)
630
4%
135
1,518
2,283
Included within trade and other receivables is £998,000 (2019: £634,000) expected to be recovered in more than 12 months.
The fair value of trade and other receivables classified as loans and receivables are not materially different to their carrying values.
The provision for impairment of trade receivables is arrived at by using the historic loss rate and adjusting for current expectations, customer base and
economic conditions. With historic and expected future losses being low, the Directors consider it appropriate to apply a single average rate for expected
credit losses to the overall population of trade receivables.
19. Cash and cash equivalents
Cash and cash equivalents per Consolidated Balance Sheet
Cash and cash equivalents per Cash Flow Statement
Security over the assets of the Group has been given in relation to the bank facilities.
Undrawn facilities:
Expiring within one year
Expiring within one to two years
Expiring between two and five years
2020
£000
792
792
2020
£000
-
-
750
750
2019
£000
1,296
1,296
2019
£000
-
2,500
-
2,500
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 47
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
20. Bank loans
This note provides information about the contractual terms of the Group’s interest-bearing loans. For more information about the Group’s exposure to
interest rate risk, see note 3.
Non-current liabilities
Secured bank loans
2020
£000
24,250
24,250
2019
£000
22,500
22,500
Secured bank loans:
The current secured bank loans relate to a facility of £25.0m comprising two loans which incur interest at various rates over LIBOR during the term of the
facilities and fall due for renewal more than 12 months from the Balance Sheet date. Assets with a carrying amount of £55.90m (2019: £54.70m) have been
pledged to secure borrowings of the Group.
21. Deferred income and deferred government grants
Deferred income classified as current liabilities comprises advance rental income and advance marina fees. Deferred government grants relate to grants
received in relation to the Airport runway and lighting surrounding the runway. The grant liability relating to the airport runway and lighting will not be
released prior to any future sale of the site.
Deferred
Deferred income government grants
2019
£000
2019
£000
2020
£000
2020
£000
At the beginning of the year
Adjustment to opening balances
Released to the income statement
Income and grants received and deferred
At the end of the year
Current
Non-current
1,398
-
(1,583)
1,729
1,544
1,544
-
1,544
1,434
-
(1,434)
1,398
1,398
1,398
-
1,398
646
-
-
-
646
-
646
646
646
-
-
-
646
-
646
646
48 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
22. Trade and other payables
Trade payables
Other payables
Other taxation and social security costs
Accruals
The ageing of trade payables is as follows:
Not yet due:
0 – 29 days
Overdue:
30 – 59 days
60 – 89 days
90 – 119 days
120 + days
23. Finance lease liabilities
2020
£000
1,125
87
90
94
1,396
2020
£000
667
261
47
15
139
2019
£000
1,090
85
112
207
1,496
2019
£000
749
285
56
-
-
1,125
1,090
Capital element
Minimum lease payments of lease payments
2019
£000
2019
£000
2020
£000
2020
£000
Amounts payable under finance leases:
Within one year
In the second to fifth years inclusive
Less: future finance charges
Present value of lease obligations
Current
Non-current
63
35
98
(7)
91
128
48
176
(7)
169
63
28
91
n/a
91
63
28
91
122
47
169
n/a
169
122
47
169
It is the Group’s policy to lease certain of its property, plant and equipment under leases. The average lease term is 2.9 years (2019: 2.2 years). For the year
ended 31 March 2020, the average effective borrowing rate was 4.7% (2019: 4.7%). Interest rates are fixed at the contract date. All leases are on a fixed
repayment basis and no arrangements have been entered into for contingent rental payments. All lease obligations are denominated in sterling and the fair
value of the Group’s lease obligations approximates to their carrying amount.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 49
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
24. Employee benefits
Pension plans
Defined contribution plans
The Group operates a number of defined contribution pension plans.
The total expense relating to these plans in the current year was £150,000 (2019: £126,000). There were no amounts outstanding or prepaid at the year
end (2019: £nil).
25. Provisions for other liabilities and charges
Onerous
Balance at 1 April 2018
Provisions made during the year
Provision utilised during the year
Balance at 31 March 2018
Balance at 1 April 2019
Provisions made during the year
Provisions utilised during the year
Balance at 31 March 2020
Current
Non-current
leases
£000
239
-
(5)
234
234
-
(135)
99
70
29
99
Total
£000
239
-
(5)
234
234
-
(135)
99
70
29
99
Onerous leases are those where expected rents payable exceed rents receivable on sub-let office space in respect of two leases expiring in 2021.
50 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
26. Capital and reserves
Share capital
Ordinary shares Deferred shares Total shares
Thousands of shares
2020
2020
2020
2019
2019
2019
In issue at the beginning of
the financial year - fully paid
Issued for cash
In issue at the end of the
financial year – fully paid
115,944
-
105,599
10,345
62,944
-
62,944
-
178,888
-
168,543
10,345
115,944
115,944
62,944
62,944
178,888
178,888
Allotted, called up and fully paid
115,944,071(2018: 105,599,120)
Ordinary shares of 1p each (2018: 1p each)
62,943,752 (2018: 62,943,752)
Deferred shares of 24p each (2018: 24p each)
2020
£000
1,160
-
1,160
2019
£000
1,160
-
1,160
2020
£000
-
15,106
15,106
2019
£000
-
15,106
15,106
2020
£000
2019
£000
1,160
15,106
16,266
1,160
15,106
16,266
The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the
Group. On a winding up each Ordinary share shall rank in priority to the Deferred shares.
The holders of Deferred shares are not entitled to receive dividends nor are they entitled to vote at meetings of the Group. On a winding up each Deferred
share shall only be entitled to the nominal capital paid up or credited as paid up after paying the nominal capital paid up or credited as paid up on the
Ordinary shares, the Deferred shares and/or any other shares in issue, together with the sum of £1,000,000 on each Ordinary share.
Other reserves
Share premium account
The share premium account represents premiums paid over the nominal value of share capital issued less transaction costs.
Revaluation reserve
The revaluation reserve relates to the revaluation of land and buildings included within property, plant and equipment.
Merger reserve
The merger reserve was created when Sutton Harbour Group was incorporated into the holding Group, Sutton Harbour Group plc. It was further
increased when a cash box placing of shares occurred on 4 September 2009, creating an additional £3.6m.
Retained earnings
Retained earnings represent retained earnings attributable to owners of the parent. Retained earnings include £4.524m (2019: £4.294m) in respect of
unrealised valuation surpluses on the Investment property assets.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 51
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
27. Leases
Leases
Non-cancellable operating lease rentals are payable as follows:
Less than one year
Between one and five years
Greater than five years
2020
£000
202
108
-
310
2019
£000
203
310
-
513
During the year £204,000 was recognised in respect of lease rentals in the income statement (2019: £214,000): £196,000 in cost of sales (2019: £196,000)
and £8,000 in administrative expenses (2019: £18,000).
Included within lease rentals is an amount of £196,000 (2019: £293,000) due in relation to the lease of part of a property which has been sublet. Income will
therefore be generated to offset some of these lease rental amounts.
Leases as lessor
The Group leases certain properties (see notes 13 and 14). The future minimum lease rentals receivable under non-cancellable leases are as follows:
Investment property:
Less than one year
Between one and five years
More than five years
Owner-occupied properties:
Less than one year
Between one and five years
More than five years
2020
£000
1,363
3,604
23,901
28,868
35
139
113
287
2019
£000
1,511
4,668
24,794
30,973
35
139
123
297
Total contingent rents recognised in the income statement in the year were £89,000 (2019: £84,000). Contingent rents are determined by reference to
specific clauses within the leases.
During the year ended 31 March 2020 £1,580,000 (2019: £1,474,000) was recognised as rental income in the income statement. Repair and maintenance
expense recognised in cost of sales for the year to 31 March 2020 was £34,000 (2019: £60,000).
Leases on the properties have terms between 5 years and 125 years in length and cannot be cancelled before the end of the lease, unless there is a break
clause. Rent reviews usually occur at five year intervals.
52 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
28. Cash flow statements
Cash flows from operating activities
Profit for the year from continuing operations
Adjustments for:
Taxation on loss from continuing activities
Financial expense
Fair value adjustments on investment property
Revaluation of property, plant and equipment
Depreciation
Loss on sale of property, plant and equipment
Cash generated from continuing operations before changes in working capital and provisions
(Increase) in inventories
(Increase)/ decrease in trade and other receivables
(Decrease)/increase in trade and other payables
(Decrease) in deferred income
(Decrease) in provisions
Cash generated from continuing operations
2020
£000
(756)
-
844
494
483
340
2
1,407
(1,460)
(312)
(100)
145
(135)
(455)
2019
£000
1,831
(315)
901
(310)
(1,133)
358
-
1,332
(2,236)
(113)
(124)
(35)
(5)
(1,181)
29. Related parties
The parent of the Group is Sutton Harbour Group plc. The ultimate controlling party is FB Investors LLP, which is owned jointly by Beinhaker Design
Services Limited and 1895 Management Group ULC. In the course of the year, Beinhaker Design Services Limited provided services to the value of
£174,000 (2019: £321,000).
Transactions between the Group and its subsidiaries, which are related parties of the Group, have been eliminated on consolidation and are not
disclosed in this note.
Transactions with key management personnel:
Executive Directors of the Group and their immediate relatives control 73.0% (2019 72.90%) of the voting shares of the Group.
The compensation of key management personnel (the Executive and Non Executive Directors) is set out on the Remuneration Report on page 18.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 53
Historical Financial Information
For the year ended 31 March 2020
Net Assets
Revenue
2020
£000
2019
£000
2018
£000
2017
£000
2016
£000
46,082
45,732
39,328
40,483
40,869
6,558
6,893
6,503
6,718
6,509
Operating profit before fair value adjustments,
impairments, costs of change in ownership and onerous leases
1,065
973
761
1,288
1,467
Fair value adjustments on investment
property and fixed assets
Impairment of assets, onerous leases
Operating profit/(loss) after fair value adjustments
and impairments
Net financing costs (excludes joint ventures/associates)
Profit/(loss) before tax on continuing activities
(977)
1,444
(626)
(105)
1,452
-
88
(844)
(756)
-
-
(173)
(272)
2,417
(1,605)
1,010
2,647
(901)
(897)
(957)
(1,057)
1,516
(2,502)
53
1,590
Profit/(loss) attributable to equity shareholders
(988)
1,831
(2,198)
Dividends paid
-
-
-
40
-
1,497
-
Basic earnings/(loss) per share
(0.85)p
1.68p
(2.24)p
0.04p
1.55p
Diluted earnings/(loss) per share
(0.85)p
1.68p
(2.24)p
0.04p
1.55p
54 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Current liabilities
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Net assets
Capital and reserves
Called up share capital
Share premium account
Merger Reserve
Profit and loss account
Total shareholders’ funds
Company Balance Sheet
For the year ended 31 March 2020
Note
2020
£000
2019
£000
5
6
7
8
9
11
11
11
11,268
11,268
22,773
18
22,791
21
22,770
34,038
1,750
32,288
16,266
10,695
3,620
1,707
32,288
11,268
11,268
29,003
428
29,431
23
29,408
40,676
8,807
31,869
16,266
10,695
3,620
1,288
31,869
The notes on pages 57 to 61 are an integral part of these financial statements. In the year the Company made a profit of £419,000 (2019: profit of £295,000).
The Financial Statements were approved and authorised by the Board of Directors on 6 July 2020 and were signed on its behalf by:
N ATA S H A G A D S D O N
D I R E C T O R
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 55
Company Statement of Changes in Equity
As at 31 March 2020
Called up
capital
£000
Share premium
account
£000
Merger
reserve
£000
Profit and loss
account
£000
Total
£000
28,647
295
2,927
31,869
31,869
419
-
993
295
-
1,288
1,288
419
-
1,707
32,288
Balance at 1 April 2018
Loss for the year
Issues of shares
Balance at 31 March 2019
Balance at 1 April 2019
Profit for the year
Issue of shares
Balance at 31 March 2020
16,162
-
104
16,266
16,266
-
-
16,266
7,872
-
2,823
10,695
10,695
-
-
10,695
3,620
-
-
3,620
3,620
-
-
3,620
56 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Company Financial Statements
As at 31 March 2020
1. General information
Sutton Harbour Group plc, formerly known as Sutton Harbour Holdings plc (“the Company”) is a limited Company incorporated in the United Kingdom
under the Companies Act 2006. These financial statements cover the financial year from 1 April 2019 to 31 March 2020, with comparatives for the year 1
April 2018 to 31 March 2019 and are compliant with FRS101. No income statement or statement of comprehensive income is presented by the Company
as permitted by Section 408 of the Companies Act 2006.
2. Accounting policies
Basis of preparation
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. The financial
statements have been prepared under the historical cost convention, and in accordance with the Companies Act 2006.
The preparation of financial statements in conformity with FRS101 requires the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the company’s accounting policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
• the requirements of IFRS 7 Financial Instruments: Disclosure;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
• the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement,
• the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect
of paragraph 79(a)(iv) of IAS 1;
• the requirements of paragraphs 10(d), 10(f ), 16,, 38(a), 38(b), 38(c), 38(d), 40(a), 40(b), 40(c), 40(d), 111 and 134-136 of IAS 1
Presentation of Financial Statements;
• the requirements of IAS 7 Statement of Cash Flows;
• the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more
members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member ; and
• the requirements of paragraphs 134(d)-134(f ) and 135(c)-135(e) of IAS 36 Impairment of Assets.
Going concern
The Company meets its day to day working capital requirements through intra-group funding and is therefore reliant on bank finance in the form of Group
wide term loan and revolving credit facilities. In December 2019, Sutton Harbour Group plc and subsidiary companies (the “Group”) renewed its banking
facilities until March 2024, with two term loans totalling £22.5m and a £2.5m revolving credit facility.
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 from the date of approval of these financial statements.
It has been confirmed that the intra-group balances in place will not be requested for repayment in the foreseeable future.
In light of the above and considering the Group’s forecast covenant compliance, in the Directors’ opinion it remains appropriate to adopt the going concern
basis of preparation for these financial statements.
Functional and presentation currency
The functional currency of the Company is pounds sterling and therefore balances are shown in the financial statements in
thousands of pounds sterling, unless otherwise stated.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 57
Notes to the Company Financial Statements
For the year ended 31 March 2020
Investments
Investments are carried cost less any provision for impairment in value.
Impairment
The carrying amounts of the Company’s assets are considered at each balance sheet date to determine whether there is any indication of impairment. If any
such indication exists, the asset’s recoverable amount is estimated. Where the asset does not generate cash flows that are independent from other assets,
the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where the carrying amount of an asset exceeds its
recoverable amount it is impaired and is written down to its recoverable amount.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period
of the borrowings on an effective interest basis.
Own shares
Ordinary and Deferred shares are classified as equity.
Taxation
Tax on the profit for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items
recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted at the balance sheet date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax is recognised on all temporary differences except on the initial recognition of goodwill or on the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Financial instruments
Trade and other debtors, trade and other creditors and all intercompany balances are financial instruments and are carried at amortised cost.
58 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Company Financial Statements
For the year ended 31 March 2020
3. Services provided by the Company’s auditors
During the year the Company obtained the following services from the Group’s auditors:
Current auditors:
Fees payable to Company’s auditor for the audit of Parent Company financial statements
Fees payable to the Company’s auditor for other services:
Tax services
2020
£000
21
1
2019
£000
22
1
For further details on other services provided by the Group’s auditors, see note 7 to the main Group consolidated financial statements.
4. Employees and Directors
The Company has no employees. The Directors are not remunerated for their services to the Company. Remuneration in respect of subsidiary undertakings is
disclosed in note 8 to the consolidated financial statements.
5. Investments
Cost and net book value
Investments in subsidiary undertakings
Subsidiary companies:
At 31 March 2020, the Company has the following investments in subsidiaries:
2020
£000
2019
£000
11,268
11,268
Subsidiaries
Sutton Harbour Company
Sutton Harbour Services Limited
Plymouth City Airport Limited
Sutton Harbour Property and Regeneration Limited
Sutton Harbour Commercial Limited
Sutton Harbour Projects Limited
Sutton Harbour Car Parks Limited
Sugar Quay Holdings Ltd
Sugar Quay Ltd
Sutton East Holdings Limited
Sutton East Developco No1 Limited
Class of Ownership
shares held
2020
2019
Nature of Business
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Harbour Authority
Marine Leisure & Property
Property Developer
Property
Property
Property
Car Park Operator
Investment Company
Property Developer
Property Developer
Property Developer
All of the above companies were incorporated in the United Kingdom and registered in England and Wales and for each the registered address is Sutton Harbour
Offices, Guy’s Quay, Plymouth PL4 0ES.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 59
Notes to the Company Financial Statements
For the year ended 31 March 2020
6. Debtors
Amounts owed by subsidiary undertakings
Deferred Tax
Other debtors and prepayments
Total debtors
Amounts owed by subsidiary undertakings are all due in more than one year.
7. Creditors: amounts falling due within one year
Other creditors
Total creditors
Security over the assets of the Company has been given in relation to the bank facilities.
8. Creditors: amounts falling due after more than one year
Amounts owing to subsidiary undertakings
Bank borrowings
Total creditors
Interest is charged at rates over LIBOR during the term of the bank facilities.
2020
£000
22,285
-
488
22,773
2020
£000
21
21
2020
£000
1,750
-
1,750
2019
£000
28,841
-
162
29,003
2019
£000
23
23
2019
£000
8,807
-
8,807
9. Called up share capital
Ordinary Shares Deferred Shares Total
Thousands of shares
2020
2019
2020
2019
2020
2019
In issue at the beginning of the
financial year – fully paid
Issued for cash
In issue at the end of the financial year – fully paid
115,944
-
115,944
105,599
10,345
115,944
62,944
-
62,944
62,944
-
62,944
178,888
-
178,888
168,543
10,345
178,888
Allotted, called up and fully paid
105,599,120 (2019: 96,277,086)
Ordinary shares of 1p each (2019: 1p each)
62,943,752 (2019: 62,943,752)
Deferred shares of 24p each (2019: 24p each)
1,160
1,160
-
-
1,160
1,160
-
1,160
-
1,160
15,106
15,106
15,106
15,106
15,106
16,266
15,106
16,266
60 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes to the Company Financial Statements
For the year ended 31 March 2020
The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the
Company. On a winding up each Ordinary share shall rank in priority to the Deferred shares.
The holders of Deferred shares are not entitled to receive dividends nor are they entitled to vote at meetings of the Company. On a winding up each
Deferred share shall only be entitled to the nominal capital paid up or credited as paid up after paying the nominal capital paid up or credited as paid up on
the Ordinary shares, the Deferred shares and/or any other shares in issue, together with the sum of £1,000,000 on each Ordinary share.
10. Contingencies
The Company has given an unlimited guarantee in respect of bank borrowings of all subsidiary companies. At 31 March 2020, these borrowings amounted
to £24,250,000 (2019: £22,500,000).
11. Description of reserves
Called up share capital
The called up share capital account represents equity share capital (see note 26 to the consolidated financial statements).
Share premium account
The share premium account represents premiums paid over the nominal value of share capital issued less transaction costs (see note 26 to the consolidated
financial statements).
Merger reserve
The merger reserve was created when a cash box placing of shares occurred on 4 September 2009. In the opinion of the Directors, this reserve is
distributable (see note 26 to the consolidated financial statements).
Profit and loss account
The profit and loss account represents retained profits.
12. Ultimate controlling party
Sutton Harbour Group plc is the ultimate Parent Company of the Group. The ultimate controlling party is FB Investors LLP, which is owned jointly by
Beinhaker Design Services Limited and 1895 Management Group ULC, and owns 72.65% of the issued share capital of Sutton Harbour Group plc. The
consolidated financial statements of the Group headed by Sutton Harbour Group plc are presented separately on pages 25 to 53 of this document. The
results of the Group are not consolidated in any other group’s financial statements.
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 61
Notes
62 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Notes
Sutton Harbour Group plc – Annual Report & Financial Statements 2020 63
Notes
64 Sutton Harbour Group plc – Annual Report & Financial Statements 2020
Sutton Harbour Office | Guy’s Quay Office | Sutton Harbour | Plymouth | PL4 0ES
Tel: 01752 204186 | www.suttonharbourgroup.co.uk