RNS Number:9173M
Wigmore Group (The) PLC
30 June 2003
THE WIGMORE GROUP PLC ("Wigmore" or the "Company")
Final Results for the Year Ended 31 December 2002
CHAIRMAN'S STATEMENT
I am delighted to be reporting on this my fifth year as Chairman of your
Company. The year 2002 has been another significant year in the growth of your
Company. We have seen two major events, firstly, in January 2002, the admission
of your Company's shares to trading on AIM and, secondly, the acquisition of
Speymill Contracts Limited ("Speymill") in April 2002. The acquisition of
Speymill has brought considerable extra revenue to the Group, as well as
increased commercial opportunities and synergies.
I am pleased to report yet another significant step forward for the Group.
Shareholders will recall that an integral
part of your Board's strategy is to grow the Group through acquisitions as well
as organically and in this regard I would like to draw Shareholders attention to
the Prospectus, which is despatched with this Report and Accounts and which
provides details of the proposed acquisition of D F Blanchard (Salisbury)
Limited ("Blanchards"). The proposed acquisition represents an important
opportunity to acquire a profitable business in the Group's target sector. The
Group is also proposing to raise approximately #1 million before expenses by way
of an open offer, which is fully underwritten by the Group's Brokers, Seymour
Pierce Ellis Limited.
In more detail, I have pleasure in reporting to shareholders on the years
trading activities as follows:
Trading Results- "in line with expectations"
The financial year-end for the Group is 31 December and the audited results show
a loss for the year of #762,791, (2001 - loss #584,334) after exceptionals,
which is in line with market expectations. Group turnover has increased by a
factor of over 14 times to #13,606,195 (2001 - #938,738) representing just 9
months of contribution from Speymill Contracts. After allowing for losses as a
result of two of Speymill's customers, Fish! and Old Monk ceasing to trade, and
a #142,373 loss from discontinued activities within Speymill, the loss before
exceptionals is #508,604 (2001 - #366,540).
First National Property Maintenance Limited - FNPM - "providing a technology led
building maintenance solution"
FNPM has continued to develop and has made good progress in securing new
business with house builders and developers. This specialised sector currently
provides after sales 'snagging' services to builders and offers considerable
scope for future business development. Your Board estimate that the market is
worth over #300 million per year and is predominantly served by small local
builders. Clients now include; Taylor Woodrow, Barratts, Linden Homes and Cala.
Public sector contracts have been surprisingly disappointing, principally due to
the lack of trading track record of FNPM and your board believes that the
proposed acquisition of Blanchards should address this issue.
Speymill Contracts Limited - "the premier fast-track fit out contractor in the
hotel and leisure industry"
Speymill has had a mixed year with, on the one hand a slightly disappointing set
of financial results, due to a number of exceptional items that I have detailed
under "Group Trading Results" above, but on a positive note, a successful
integration into the group and a very robust forward order book for 2003
amounting to approximately #11 million. Additionally there have been a number of
notable contract wins including Gala Casino's first 'electric' casino in
Cardiff, worth circa #1.3 million, the restyling of the former Shoeless Joe's
over Temple Underground Station into a 'Walkabout', a Premier Lodge in
Edinburgh, and another Gala Casino in Northampton with an individual contract
value of over #2 million. The business of Speymill continues to move forward,
being targeted to gain an increasingly diverse client base and a reduction in
specific sector reliance. I am pleased to report that these objectives are being
successfully achieved.
Dividend Policy
The Group's policy continues to be of aiming for capital growth and as the Group
is in an early stage of implementing its strategy, no dividend will be declared
this year.
Resolutions to be proposed at the AGM
I would ask shareholders to carefully read the Resolutions contained in the back
of the Prospectus to be proposed at the AGM to be held on 23 July 2003. I would
urge shareholders to complete and return the form of Proxy even if you do intend
to be present at the AGM, but in any event to be received by no later than 21
July 2003 as Shareholder approval is required to complete the acquisition of
Blanchards
New corporate logo and image - "unification of Group message"
In a low-cost exercise we have recently introduced a new corporate logo and
image to effect integration within the Group and to provide a model going
forward for further acquisitions. The thrust of the new image is to provide a
unification of message between the Group companies that reinforces both the
individual subsidiary company at a local level whilst at the same time,
promoting the Wigmore brand. This theme is particularly important for Speymill,
who operate on a number of high profile locations. The new logo is now 'on
stream' and can be seen, in particular, on the various Speymill sites throughout
the country.
Web Sites - "improving Group profile"
I am delighted to report that the new websites are up and running and would
commend Shareholders to visit them. The Wigmore Group site on
www.wigmoregroup.com has been constructed with Investor Relations Best Practice
as the principle driver. Those of Speymill Contracts (www.speymill.com) and
First National Property Maintenance (www.fnpm.co.uk) are both trade-orientated
websites with emphasis on promoting each company's services. The new corporate
image has been incorporated on all the sites and there is a high degree of
connectivity between them.
Future Prospects
The proposed acquisition of Blanchards represents another significant step
forward in the growth of your Group and I look forward to writing to you with
further news.
Finally, in any successful company, the core assets are people and value is
created through the actions of these individuals and so I would like to take
this opportunity of personally thanking my colleagues both on the board of The
Wigmore Group as well as all the employees of the subsidiary companies, for
their hard work and dedication to the Group.
Peter L R Hewitt
Executive Chairman
30 June 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 December 2002
2002 2001
# #
TURNOVER - acquisition 12,491,502 -
- continuing activities 799,496 25,957
- discontinued activities 315,197 912,781
------------ -----------
13,606,195 938,738
Cost of sales - acquisition (10,714,167) -
- continuing activities (663,712) (15,245)
- discontinued activities (276,187) (1,003,701)
(11,654,066) (1,018,946)
------------ -----------
Gross profit/(loss) 1,952,129 (80,208)
Administrative - normal items (2,514,403) (627,015)
expenses
- exceptional item (138,000) -
Other operating income - 7,675
Operating loss - acquisitions 120,276 -
- continuing (678,177) (346,249)
activities
- discontinued (142,373) (353,299)
activities
(700,274) (699,548)
Loss on disposal of fixed asset properties - (7,303)
Exceptional item arising from the liquidation 26,186 135,505
of a subsidiary
Interest receivable 4,588 4,041
Interest payable and similar charges (93,291) (17,029)
----------- -----------
Loss on ordinary activities before taxation (762,791) (584,334)
Tax credit on loss on ordinary activities - -
----------- -----------
Loss on ordinary activities after taxation (762,791) (584,334)
for the financial year
----------- -----------
Pence Pence
Earnings per share (1.01) (2.53)
----------- -----------
CONSOLIDATED BALANCE SHEET
as at 31 December 2002
2002 2001
# #
FIXED ASSETS
Intangible fixed assets 2,975,750 -
Tangible fixed assets 221,007 62,055
Investments - -
________ ________
3,196,757 62,055
________ ________
CURRENT ASSETS
Stocks 26,079 -
Debtors 1,920,321 894,651
Cash at bank 1,577 1,105
________ ________
1,947,977 895,756
Creditors: amount falling due within one (3,781,278) (402,167)
year
________ ________
Net current assets/(liabilities) (1,833,301) 493,589
________ ________
Total assets less current liabilities 1,363,456 555,644
Creditors: amounts falling due after more than (1,025,082) -
one year
________ ________
338,374 555,644
________ ________
CAPITAL AND RESERVES
Called up share capital 837,858 1,553,829
Share premium account - 1,160,118
Profit and loss account - deficit (499,484) (2,158,303)
________ ________
Equity shareholders' funds 338,374 555,644
________ ________
CONSOLIDATED CASHFLOW STATEMENT
for the year ended 31 December 2002
2002 2001
# #
NET CASH (OUTFLOW)/INFLOW FROM OPERATING
ACTIVITIES (660,728) 68,236
Returns on investment and servicing of (88,703) (12,988)
finance
Tax paid (221,926) -
Capital expenditure and financial investment (84,941) 114,226
Acquisitions and disposals (1,197,737) (5,978)
_________ _________
Cash (OUTFLOW)/inflow before financing (2,254,035) 163,496
Financing 1,217,386 (530,793)
_________ _________
Decrease in cash in the year (1,036,649) (367,297)
_________ _________
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2002 2001
# #
(Decrease) in cash in the period (1,036,649) (367,297)
Cash outflow from decrease in debt 19,542 530,793
_________ __________
Change in net debt resulting from cash flows (1,017,107) 163,496
Finance lease liability written off following - 47,131
liquidation of subsidiary
New finance leases - (35,735)
Finance lease creditors of acquired (58,156) -
subsidiary
Issue of convertible loan notes (1,000,000) -
_________ _________
(2,075,263) 174,892
Opening net debt (50,702) (225,594)
_________ _________
Closing net debt (2,125,965) (50,702)
_________ _________
Notes:
1. The financial information set out in this announcement does not constitute
statutory accounts within the meaning of S240 of the Companies Act 1998. The
comparative figures have been extracted from statutory accounts. The
statutory accounts for the year to 31 December 2002 will be delivered to the
Registrar of Companies today. Copies of those statutory accounts will be
posted to shareholders today and they will be laid before the shareholders
at the Annual General Meeting on 23 July 2003.
2. No final dividend is proposed.
3. Earnings per share
2002 2001
# #
The basis for calculating earnings
per share is as follows
Loss for the year 762,791 584,334
________ ________
Weighted average number of ordinary shares 75,292,499 23,062,588
in issue
________ ________
The share options in issue do not give rise to any dilution and therefore
fully diluted earnings per share are equal to the basic earnings per share.
The deferred ordinary shares were cancelled in the year and accordingly the
comparative has been restated so as to disregard the effect of cancelled
shares.
4. Reconciliation of Operating Loss to Operating Cash Flows
2002 2001
# #
Operating loss (700,274) (699,548)
Depreciation of tangible assets 92,893 12,097
Amortisation of goodwill 115,938 -
Exceptional items 26,186 -
Loss on disposal of tangible assets - -
Decrease in stocks and work in progress 6,057 640,996
Decrease/(increase) in debtors 1,077,937 (107,792)
(Decrease)/increase in creditors (1,279,465) 222,483
--------- --------
Net cash inflow/(outflow) from operating (660,728) 68,236
activities
========= =======
5. Copies of the report and accounts are available from the offices of Seymour
Pierce Limited, Bucklersbury House, 3 Queen Victoria Street, London EC4N
8EL.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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