REG-Newbury Racecourse Plc: Final Results
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20 April 2009
NEWBURY RACECOURSE PLC
Preliminary Results for the year ended 31 December 2008
CHAIRMAN'S STATEMENT
A number of new business opportunities were successfully delivered in 2008,
including the establishment of our `in-house' catering operation, the popular
band nights, and the submission of the outline planning application for the
re-development of the Racecourse. We experienced record attendance in 2008 and
were also delighted to be voted Racecourse of the Year by the Racehorse Owners
Association for the fifth consecutive year. These are all positive achievements
and I thank all the team at Newbury for their hard work and dedication in what
was a very busy and demanding year.
As 2008 progressed, the trading environment continued to be increasingly
challenging, particularly affecting the profitability of our Conferencing and
Events business. As a result, the Company has maintained tight control over
costs and introduced a number of new marketing initiatives promoting the wide
range of Racecourse facilities.
Financial Results
Our in-house catering business was the main driver behind the increase in
turnover to £11.0 million (2007: £7.5 million). The operating loss before
exceptional items was £664,000 (2007: £55,000) due to the economic downturn
affecting all sectors of our business, particularly catering, as well as the
increased cost of energy. This was off-set in part by an increase in the
contribution from our media rights, which continue to be successfully managed
through Racing UK and Turf TV.
We also received £1.5m in May (exceptional operating income) as reimbursement
for our expenditure on the Racecourse's development plans, following the
exchange of contracts with David Wilson Homes Ltd. (DWH) and Barratt
Developments Plc. Completing this important milestone means the Company has
achieved an operating profit of £258,000 (2007: loss of £1.9 million).
Exceptional costs during the year included further expenditure on the defence
of the hostile takeover approach from Guinness Peat Group and subsequent EGM of
£271,000 (2007: £552,000)
We are pleased to announce that Allied Irish Bank have extended our term loan
facilities of £6,572,000 to 31 March 2011. A further facility of £1.0 million
has been agreed for draw down following the grant of outline planning
permission to fund the design work for the detailed planning application. The
term loan facilities carry an interest rate of 2.5% above LIBOR, with a further
1% charged on settlement. The overdraft facility of £750,000 has been renewed
with a further review due on 31 March 2010 at an interest rate of 3% above base
rate. All other facilities now bear interest at 3% above LIBOR. The facilities
are subject to an interest covenant and an interest rate swap will be entered
into to mitigate the risk. The Board will examine all options for refinancing
prior to the bullet repayment including realising funds from property assets
and raising equity finance.
Dividend
After careful consideration and as a result of the current difficult trading
environment the Board does not recommend the payment of a dividend.
Operations
Property development: On 1 May we exchanged contracts with DWH and Barratt
Developments PLC for the joint venture residential development of part of the
Company's surplus land assets. Since then the costs related to the planning
application have been borne by DWH.
We submitted the outline planning application to West Berkshire Council in late
November, following further public exhibitions that help ensure local
participation in the development of our plans. Our plan is to create a vibrant
leisure and events venue that provides additional opportunities for trading on
non-race days, including proposals for a hotel, coffee shop and restaurants.
Details of the proposals including visuals are available at
www.westberks.gov.uk under application number 08/02201/outmaj.
If outline planning permission is granted by the Council when they review our
proposals later this year, a further year of work on design will be needed
prior to submitting the detailed application. Site work is not, therefore,
expected to begin before Autumn 2010.
Trading: During the year we established our in-house catering business and the
benefits are already apparent. Public sales on race days have increased by 32%
and the business' reputation for both quality and value is growing, illustrated
by positive customer feedback on race days and from our conference and events
clients. However the financial contribution from the catering business was
adversely affected by the sharp drop in conference and event spend in the final
quarter of the year.
In order to further develop the Racecourse as a leisure and events destination,
we have continued to enhance our marketing initiatives. We held our first
"Armed Forces" day in October, which was a great success and will be repeated
in 2009 with additional activities and events to appeal to our visitors. We
have recently created a corporate membership to enhance our ties with the local
business community. Also we have actively marketed the racecourse to the
conference and events industry and enhanced our on-line marketing to a broad
cross section of potential new customers.
We held three successful "Party in the Paddock" band nights in 2008 which
continue to deliver an up lift in attendance and food and beverage spend. A
further three band nights will take place in 2009, at which Madness, Simply Red
and Björn Again will be performing.
Board
Sarah Hordern and Stephen Higgins were appointed in May as Joint Managing
Directors, following Mark Kershaw's resignation. Mark Butcher, a Non-Executive
Director of the Company and a Director of GPG (UK) Holdings plc resigned in
July. He has been replaced as a Non-Executive Director by Laurie Todd, who is
also a director of GPG.
On behalf of the Board I would like to thank both Mark Kershaw and Mark Butcher
for their valuable contribution to the Company
Outlook
With the continuing economic downturn affecting all areas of the business we
will maintain tight control over costs and push forward our successful
operational initiatives to broaden the appeal of the Racecourse as a leisure
and events business. The proposals for development of the Racecourse, which we
continue to pursue in partnership with DWH and other local stakeholders,
remains at the heart of this strategy.
DAVID SIEFF
Chairman
17 April 2009
Enquiries:
Hudson Sandler: 020 7796 4133
Jessica Rouleau, Fran Read
NEWBURY RACECOURSE PLC
CHAIRMAN'S STATEMENT (continued)
Sponsors in the year to 31 December 2008
We would like to thank our leading sponsors for their significant support in 2008
Bathwick Tyres John Smith's Totesport & totepool
Dubai Duty Free Juddmonte Thoroughbred Breeders
European Breeders Fund Moët Hennessy UK Ltd Association
Connaught plc Weatherbys Group Ltd
In addition we also received much appreciated support from the following sponsors
Academy Insurance Services Haynes Hanson & Clark Powersolve Electronics
Ltd
Animal Health Trust HBLB Pump Technology
Aon Limited Harino Q Associates Limited
Arkell's Brewery Heatherwold Stud Racecourse and Covertside
Axminster Carpets Hendy Van and Truck Racing Post
Ballymacoll Stud Highclere Thoroughbred Racing UK
Racing
Berry Bros & Rudd Hildon Relyon Cleaning
Betdaq Hillwood Stud RE Personnel
Blackmore Building Inkerman London Ridgeway Group
Contractors
Bloor Homes Insead MBA 1970 Thames River Capital Llp
Blue Square Intercasino Sanderson Weatherall
Bollinger Champagne James Cowper SFC Group
Burges Salmon LLP Jewson Sporting Index
Bryne Bros Jupiter Unit Trust Stan James
Managers Ltd
Catridge Farm Stud Ltd Kentford Stud Strutt & Parker
Christopher Smith Ladbrokes Stuart Michael Associates
Associates
Collingwood Team Services M&C Carpets Swettenham Stud
Ltd
Coolmation Limited Malone Roofing The Ultimate Travel Company
CSP Manor Farm Packers Ltd TKP Surfacing Limited
David Wilson Homes MC Seafoods Trailfinders
Doncaster Bloodstock Sales Montpelier Re TT Tents
Ltd
Doyle Clayton Mirage Signs Usk Valley Stud
Emma Lavelle Racing Ltd Mountgrange Stud UK Hygiene
Events Bar Management Mr Brian Kilpatrick Uplands Racing
First Great Western Mr Harry Findlay Vodafone Group plc
Fuller Smith & Turner plc Newvoicemedia Wedgewood Estates
Gardner Mechanical Services Olympic Coach Builders West Berkshire Mencap
George Smith Horseboxes Ltd Paul Nicholls Racing West Berkshire Racing Club
Greatwood Pertemps Group Winterthur Life UK Limited
Guinness Peat Group plc Peter Brett Associates Zenergi
Grundon Recycle
There were also 22 races sponsored for charity, birthdays, retirement or in memoriam.
NEWBURY RACECOURSE PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31 December 2008
(As
restated
see note
1)
Note 2008 2007
£'000 £'000
TURNOVER 1 10,997 7,514
Cost of sales (9,324) (6,030)
GROSS PROFIT 1 1,673 1,484
Administrative expenses (3,043) (3,505)
Other operating income 1,628 83
OPERATING PROFIT /(LOSS) 258 (1,938)
OPERATING LOSS BEFORE EXCEPTIONAL ITEMS 1 (664) (55)
Exceptional cost of sales - HBLB revenue grant - (407)
waived
Exceptional administration expenses 2
- Masterplanning fees (12) (813)
- Bid defence fees (271) (552)
- Catering start-up (26) (111)
- Personnel expenses (269) -
Exceptional operating income 1,500 -
Masterplanning fees
258 (1,938)
PROFIT /(LOSS) ON ORDINARY ACTIVITIES
BEFORE INTEREST 258 (1,938)
Interest receivable and other investment 59 -
income
Interest payable and similar charges (413) (311)
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION (96) (2,249)
Tax credit 3 433 178
PROFIT /(LOSS) ON ORDINARY ACTIVITIES
AFTER TAXATION BEING PROFIT /(LOSS)
FOR THE FINANCIAL YEAR 337 (2,071)
Basic earnings /(loss) per share 4 10.8p (68.0p)
Diluted earnings /(loss) per share 4 10.8p (68.0p)
All amounts derive from continuing operations.
NEWBURY RACECOURSE PLC
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Year ended 31 December 2008
2008 2007
£'000 £'000
Profit /(loss) for the financial year 337 (2,071)
Actuarial gain/(loss) relating to pension 91 (3)
scheme
Deferred tax on actuarial (gain)/loss (25) 1
Timing difference in origination and reversal - (2)
due to corporation tax rate change to 28%
Total recognised gain/(loss) in the year 403 (2,075)
NEWBURY RACECOURSE PLC
CONSOLIDATED BALANCE SHEET
As at 31 December 2008
2008 2007
£'000 £'000
FIXED ASSETS
Tangible assets 23,776 23,882
23,776 23,882
CURRENT ASSETS
Stocks 160 26
Debtors
- due within one year 1,514 1,412
- due in more than one year 54 39
Cash at bank and in hand 670 668
2,398 2,145
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (8,216) (4,287)
NET CURRENT LIABILITIES (5,818) (2,142)
TOTAL ASSETS LESS CURRENT LIABILITIES 17,958 21,740
CREDITORS: AMOUNTS FALLING DUE
AFTER MORE THAN ONE YEAR (1,563) (5,867)
PROVISIONS FOR LIABILITIES (317) (750)
NET ASSETS BEFORE PENSION DEFICIT 16,078 15,123
Pension deficit (5) (67)
NET ASSETS AFTER PENSION DEFICIT 16,073 15,056
ACCRUALS AND DEFERRED INCOME
Deferred capital grants 3,612 3,702
CAPITAL AND RESERVES
Called up share capital 318 304
Share premium account 4,668 3,978
Share-based payment reserve - 168
Revaluation reserve 75 75
Profit and loss account 7,400 6,829
Shareholders' funds 12,461 11,354
16,073 15,056
The financial statements were approved by the board of directors on 17 April
2009 and signed on its behalf by:
SIR DAVID SIEFF (Chairman) S HORDERN (Director)
NEWBURY RACECOURSE PLC
COMPANY BALANCE SHEET
As at 31 December 2008
2008 2007
£'000 £'000
FIXED ASSETS
Tangible assets 22,659 22,765
Investment 7,703 7,703
30,362 30,468
CURRENT ASSETS
Stocks 160 26
Debtors
- due within one year 2,612 2,508
- due in more than one year 54 39
Cash at bank and in hand 644 653
3,470 3,226
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (8,216) (4,287)
NET CURRENT LIABILITIES (4,746) (1,061)
TOTAL ASSETS LESS CURRENT LIABILITIES 25,616 29,407
CREDITORS: AMOUNTS FALLING DUE
AFTER MORE THAN ONE YEAR (9,074) (13,375)
PROVISIONS FOR LIABILITIES (317) (750)
NET ASSETS BEFORE PENSION DEFICIT 16,225 15,282
Pension deficit (5) (67)
NET ASSETS AFTER PENSION DEFICIT 16,220 15,215
ACCRUALS AND DEFERRED INCOME
Deferred capital grants 3,612 3,702
CAPITAL AND RESERVES
Called up share capital 318 304
Share premium account 4,668 3,978
Share-based payment reserve - 168
Revaluation reserve 75 75
Other reserve 198 198
Profit and loss account 7,349 6,790
Shareholders' funds 12,608 11,513
16,220 15,215
The financial statements were approved by the board of directors on 17 April
2009 and signed on its behalf by:
SIR DAVID SIEFF (Chairman) S HORDERN (Director)
NEWBURY RACECOURSE PLC
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2008
2008 2007
£'000 £'000 £'000 £'000
NET CASH OUTFLOW FROM OPERATING (27) (601)
ACTIVITIES
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE
Interest received and other investment 59 -
income
Interest paid (425) (323)
Net cash outflow from returns on (366) (323)
investments and servicing of finance
CAPITAL EXPENDITURE
Payments to acquire tangible fixed assets (1,016) (1,292)
Receipts from sale of tangible fixed - 293
assets
Receipts of HBLB capital grant - 522
Net cash outflow from capital expenditure (1,016) (477)
NET CASH OUTFLOW BEFORE FINANCING (1,409) (1,401)
FINANCING
Issue of ordinary share capital 704 -
Loan finance received 1,817 3,535
Loan repayment (574) (440)
Capital element of finance lease rental (36) (5)
payments
Net cash inflow from financing 1,911 3,090
INCREASE IN CASH IN THE YEAR 502 1,689
NEWBURY RACECOURSE PLC
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2008
1. RECONCILIATION OF OPERATING PROFIT/(LOSS) TO NET CASH OUTFLOW
FROM OPERATING ACTIVITIES
2008 2007
£'000 £'000
Operating profit/(loss) 258 (1,938)
Depreciation charges 997 928
Amortisation of capital grants (90) (89)
Increase in stock (134) -
(Increase)/decrease in debtors and prepayments (105) 107
(Decrease)/increase in creditors and accruals (953) 375
Increase in share based payment reserve - 16
Net cash outflow from operating activities (27) (601)
2. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2008 2007
£'000 £'000
Increase in cash in the year 502 1,689
Cash (inflow)/outflow from debt and lease financing 36 5
Inception of loans (1,817) (3,535)
Loans repaid 574 440
Change in net debt resulting from cash flows (705) (1,401)
Non cash movements (194) 23
Net debt at 1 January (6,285) (4,907)
Net debt at 31 December (7,184) (6,285)
3. ANALYSIS OF CHANGE IN NET DEBT
At At
1 Jan Cash Non cash 31 Dec
2008 flow changes 2008
£'000 £'000 £'000 £'000
Cash at bank and in hand 668 2 - 670
Overdrafts (508) 500 - (8)
160 502 - 662
Debt due within one year
- loan (573) 574 (6,223) (6,222)
- finance lease (5) 36 (93) (62)
Debt due after one year
- loan (5,862) (1,817) 6,223 (1,456)
- finance lease (5) - (89) (94)
- loan arrangement fees - (12) (12)
(6,285) (705) (194) (7,184)
NEWBURY RACECOURSE PLC
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2008
1. TURNOVER
Turnover, which arises solely in the United Kingdom, represents admissions to
the racecourse, catering, hospitality sales, sponsorship, annual membership
fees and all income from the provision of services for race meetings, net of
value added tax where applicable. It also includes income from conference and
events, the golf club and fees for the Rocking Horse Nursery net of value added
tax where applicable.
As disclosed within the accounting policies, during 2008 the directors
considered the classification of sponsorship income and decided that it would
be more appropriate to disclose these amounts as revenue. The comparatives have
been restated to reflect this change of classification.
Segmental Analysis
Operating
Profit / Profit /
(Loss) Except- (Loss)
Gross before ional before Net
2008 Turnover Profit Excep'ls items Tax Assets*
£'000 £'000 £'000 £'000 £'000 £'000
Trading 10,151 1,566 (743) (566) (1,358) 16,838
Property - - (28) 1,488 1,155 (1,235)
Nursery 618 128 128 - 128 113
Golf 228 (21) (21) - (21) 357
10,997 1,673 (664) 922 (96) 16,073
Operating
Profit / Profit /
(Loss) Except- (Loss)
2007 as Gross before ional before Net
restated Turnover Profit Excep'ls items Tax Assets*
£'000 £'000 £'000 £'000 £'000 £'000
Trading 6,644 1,357 (182) (1,070) (1,563) 13,948
Property - - - (813) (813) 594
Nursery 642 127 127 - 127 126
Golf 228 - - - - 388
7,514 1,484 (55) (1,883) (2,249) 15,056
In the 2007 financial statements the "Racecourse" caption included racecourse
trading (now included within "Trading") and Property development (now
separately disclosed), Conference and Event is now included within "Trading"
*Net assets represents fixed assets less deferred income for property, nursery
and golf; all working capital is included within the "Trading" company.
NEWBURY RACECOURSE PLC
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2008
2. EXCEPTIONAL ITEMS
2008 2007
Operating £'000 £'000
Cost of sales - HBLB revenue grant - (407)
waived
Operating Income
Masterplanning fees 1,500 -
Administration expenses
Masterplan fees written off (12) (813)
Bid defence fees (271) (552)
Catering start-up (26) (111)
Personnel expenses (269) -
(578) (1,476)
Total 922 (1,883)
Cost of sales
The HBLB provides revenue grants to racecourses to support the holding of race
meetings. These revenue grants can be waived by racecourses and transferred to
`capital credits'. Such capital credit grants may be claimed by racecourses,
but at the HBLB's discretion, against expenditure on approved capital projects.
No grants have been waived by the company in the year (2007: £407,000). These
are shown as an exceptional operating cost. No capital credits have been
claimed against expenditure on capital projects during the year (2007: £
407,000) and these are included within deferred capital grants. Deferred
capital grants are not repayable and are released to the profit and loss
account over the life of the asset to which they relate.
Masterplanning fees - operating income
Fees relating to the planning strategy and application, feasibility studies and
public relations strategy were written off to the profit and loss account as
exceptional administrative expenses in prior years (2007: £813,000). Following
the exchange of contracts with David Wilson Homes (DWH) for the redevelopment
of the Company's surplus land assets, DWH were recharged £1.5million in respect
of the masterplanning fees incurred to date by the Company. This receipt is
shown as exceptional operating income.
Masterplanning - expenses
Consultants fees have been incurred in connection with the masterplan exercise.
Where the costs relate to the design of the racecourse infrastructure or the
new bridge access the fees have been capitalised and included within Freehold
Land and Buildings within Tangible Fixed Assets; these costs will not be
depreciated until they are brought into use. Fees relating to the planning
strategy and application, feasibility studies and public relations strategy
have been written off to the profit and loss account as exceptional
administrative expenses of £12,000 (2007: £813,000). Following the exchange of
contracts David Wilson Homes bear the costs of pursuing the outline planning
application. The ongoing costs to the company of managing the contract are
shown as property operating costs.
Bid defence
On 14 November 2007 GPG made an offer to acquire the shares of the company.
The offer was subsequently rejected by shareholders. The balance of the
defence and EGM costs of £271,000 have been charged to the profit and loss
account in 2008 (2007: £552,000).
NEWBURY RACECOURSE PLC
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2008
2. EXCEPTIONAL ITEMS (continued)
Catering start-up
In 2007 the board decided to take in house the provision of catering services
at the racecourse from 1 January 2008. Exceptional costs of £26,000 were
incurred as part of the set up of this new business (2007: £111,000).
Personnel expenses
All of the 140,000 share options were exercised in the period resulting in
exceptional national insurance and PAYE charges for the company. In addition a
payment covering Mark Kershaw's notice period was made.
3. TAXATION
2008 2007
£'000 £'000
Charge for the year at 28% (2007: 30%) - -
Adjustments in respect of prior years - -
Total current tax - -
Deferred taxation
Origination and reversal of timing differences (41) (131)
Adjustment in respect of prior years (392) -
Share-based payments - (47)
Total deferred tax (433) (178)
Timing difference original and reversal in connection - -
with the pension deficit
Tax credit (433) (178)
The above includes £7,000 (2007: £31,000) in respect of exceptional items
detailed in note 2.
NEWBURY RACECOURSE PLC
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2008
3. TAXATION (continued)
The standard rate of tax for the year, based on the UK standard rate of
corporation tax is 28% (2007: 30%). The actual tax charge for the current
and previous year differs from the standard rate for the reasons set out in
the following reconciliation
2008 2007
£'000 £'000
Loss on ordinary activities before tax (96) (2,249)
Tax on loss on ordinary activities at the (26) (675)
standard rate
Expenses not deductible for tax purposes 261 560
Capital allowances in excess of depreciation (130) (31)
Creation / utilisation of tax losses 148 162
Employee Share Scheme deduction (253) -
Share-based payments - 47
Timing difference in origination and reversal in - (63)
connection with the corporation tax rate change
to 28%
Total actual amount of current tax - -
Deferred tax has not been provided on revaluations of fixed assets. This tax
will only become payable if the assets are sold and rollover relief is not
obtained. The estimated amount of tax that would become payable in these
circumstances is £21,000 (2007: £21,000).
4. EARNINGS/(LOSS) PER SHARE
Basic profit per share is calculated by dividing the profit attributable to
ordinary shareholders for the year ended 31 December 2008 of £337,000 (2007: £
2,071,000 loss) by the weighted average number of ordinary shares during the
year of 3,122,366 (2007: 3,044,333).
For 31 December 2007 diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares in issue to 3,118,007 on the
assumption that conversion of all 140,000 dilutive potential ordinary shares
occurs. The group has only one category of dilutive potential ordinary share,
those share options granted where the exercise price is less than the average
price of the company's ordinary shares in the year.
As at 31 December 2008 all share options have been exercised and therefore the
diluted earnings per share is the same as the basic earnings per share.
Notes
The information included in this announcement is taken from the audited
financial statements which are expected to be dispatched to the members shortly
and will be available at www.newbury-racecourse.co.uk.
The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2008 or 2007, but is derived
from those accounts. Statutory accounts for 31 December 2007 have been
delivered to the Registrar of Companies and those for 2008 will be delivered
following the company's annual general meeting to be held on 26 May 2009. The
auditors have reported on those accounts; their reports were unqualified and
did not contain statements under s237(2) or (3) Companies Act 1985.
Neither an audit nor a review provides assurance on the maintenance and
integrity of the website, including controls used to achieve this, and in
particular whether any changes may have occurred to the financial information
since first published. These matters are the responsibility of the directors
but no control procedures can provide absolute assurance in this area.
Legislation in the United Kingdom governing the preparation and dissemination
of financial information differs from legislation in other jurisdictions.
END
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