TIDMWYG
RNS Number : 2385S
WYG Plc
29 November 2012
29 November 2012
WYG plc ("WYG" or the "Group")
Half Year Report
A return to operating profit
WYG plc, the global project management and technical
consultancy, announces its half year results for the six months to
30 September 2012.
Financial overview:
-- Revenue of GBP61.8m (H1 2011: GBP68.5m)
-- Operating profit* of GBP0.3m (H1 2011: loss of GBP2.5m)
-- Adjusted* loss per share of 0.8p (H1 2011: 4.3p loss)
-- Unrestricted cash as at 30 September 2012 GBP12.7m (31 March 2012: GBP16.4m)
-- Orderbook as at 30 September 2012 GBP124.1m (30 September 2011: GBP144.8m)
*Before separately disclosed items
Key points:
-- Return to operating profit
-- Overall trading performance in line with the Board's expectations
-- International sales accounted for 39% of Group revenue (H1 2011: 40%)
-- Revenue and orderbook reflect planned reduction in certain markets
-- Progress in reducing legacy costs continues ahead of
expectations; closure of loss making business in Republic of
Ireland saving EUR5m in future support
-- Cash position at 30 September 2012 ahead of the Board's expectations
Current Trading & Outlook:
-- Trading since the half year end in line with expectations
-- Market conditions remain challenging in the UK albeit we see
good opportunities in our key sectors of Defence & Justice and
Energy & Waste
-- International opportunities in donor-funded and other markets offer good prospects for international growth
-- Orderbook GBP124.1m of which the UK accounts for GBP54.4m and
GBP69.7m is International
Paul Hamer, Chief Executive Officer of WYG, said:
"As we guided earlier in the year, I am delighted to confirm
that WYG has made an operating profit in the six month period ended
30 September 2012, marking a very significant milestone in the
turnaround of the Group.
"Despite continued challenging conditions in the UK, we have
secured good quality new business across our key sectors and we are
developing a strong pipeline of international opportunities in both
the public and private sectors, underpinning the Group's long term
growth prospects.
"Trading in the first half, and since the period end, has been
in line with our own expectations and market forecasts for the full
year. We look forward to making further progress as we realise the
benefits of legacy cost savings and focus on creating higher
quality revenues through the delivery of our Global Integrated
Strategy."
For further information, please contact:
WYG plc Tel: 0113 278 7111
Paul Hamer, Chief Executive Officer
Sean Cummins, Group Finance Director
MHP Communications Tel: 020 3128 8100
John Olsen
Katie Hunt
James White
Vicky Watkins
Numis Securities Limited Tel: 020 7260 1000
Stuart Skinner (Nominated Adviser)
David Poutney (Corporate Broker)
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report that WYG has made an operating profit in
the six month period ended 30 September 2012, marking a very
significant milestone in the turnaround of the Group. WYG's overall
trading performance in the first half of the current financial year
has been in line with the Board's expectations - recognising the
continuing challenges of doing business in our key markets in the
UK and the positive effects of our progress in diversifying into
international markets. The strengthening of the Company's balance
sheet and our significant net cash balances have benefitted the
Group's trading subsidiaries which can now bid with greater
confidence of a positive outcome on projects where, until recently,
the Group's financial covenant was often a barrier to winning new
contracts.
During September, the Group's four trading companies in the
Republic of Ireland were placed into liquidation. This business,
which was built up through a series of 12 acquisitions between 1999
and 2008, had experienced extremely challenging trading conditions
in recent years as a result of the wider economic conditions in
Ireland and the severe decline in the Irish construction market.
Its trading underperformance was exacerbated by the unsustainable
property costs and the legacy of claims mainly associated with the
companies prior to acquisition.
The directors of WYG estimate that the future legacy costs,
primarily property-related, of supporting the Irish Business would
have been at least EUR5 million and intend that these sums will now
be redirected towards underpinning the growth initiatives of the
wider business.
The Group's subsidiaries in Northern Ireland, which remain part
of the Group (having been purchased from the liquidator for a
nominal sum), have continued to trade profitably and are unaffected
by the property issues that have impacted the business in the
Republic of Ireland.
We continue to make very good progress reducing the other legacy
costs relating to historical issues arising from the poor
professional indemnity insurance history and the sub-optimal
property portfolio from which WYG operates in the UK.
Cash management remains a very high priority and the Group's
unrestricted cash position at 30 September 2012 at GBP12.7m (31
March 2012: GBP16.4m) was ahead of the Board's expectations.
With a robust financial platform, the benefits of our programme
of 'self help' measures starting to flow through and a clearly
defined strategy, the Board believes that the Group is now well
placed to progress with the shift in focus from internal
improvements to creating higher quality revenues through the
delivery of our Global Integrated Strategy.
Senior appointments
I am pleased to announce that Glen Thorn, who joined us in March
as Managing Director of the Buildings & Infrastructure
business, has been appointed to lead the whole of the UK Region.
Formerly Executive Director of Halcrow's Transportation Business
Group Worldwide, Glen's priority will be to strengthen WYG's
offering in our chosen markets and to drive growth. Also joining
us, on 1 November as Group HR Director, is Karen Brookes. Karen
comes to WYG from the Government Procurement Service and she will
be focussing, among other things, on enhancing talent development,
recruitment and retention processes throughout the Group working
closely with the senior management team to ensure the successful
execution of our growth initiatives. With new appointments
generally, we have continued to see an improvement in the number
and quality of responses we receive for advertised positions.
Strategy
Our Global Integrated Strategy is to focus on:
-- Enhancing our competitive client offering - delivering the
best possible service and value to our clients. We continually
review our operations so as to maximise our competitive offering to
the market. By engaging with clients at an early stage of their
projects we are able to deliver added value over the lifetime of
the project.
-- Creating growth - directing our resources to attractive
market sectors and geographies where we have or can achieve leading
positions. The seven core market sectors we serve are: Defence
& Justice, Energy & Waste, Environment (including water and
waste water), Transport, Mining & Minerals, Urban &
Commercial Development, and Social Development &
Infrastructure.
-- Delivering global projects though greater internal and
external collaboration - ensuring we make best use of our
Group-wide resources. This approach is complemented by establishing
and developing strategic partnerships and collaborations with third
parties.
Results
Gross revenue reduced to GBP61.8m (2011: GBP68.5m). Net revenue
attributable to in-house services, after deducting revenue
attributable to third parties on which the Group does not make a
margin, was GBP54.7 (2011: GBP61.3m).
Revenue in the UK is down to GBP32.0m (2011: GBP35.1m), largely
as a result of the declining business in the Republic of Ireland
prior to its closure five months into the period, and the
restructuring of our Transport business. Excluding these factors,
the continuing UK business was pleased to report modest growth. As
expected, revenues are flat or slightly down in each of the Group's
key overseas markets. However, this has delivered improved margins
as we place less reliance on traditional EU donor funded work and
direct our efforts to diversifying the overall portfolio of
international work towards other donor providers and private sector
work. We have also generated improved margins across the Group as a
result of the better project and commercial disciplines introduced
over the past two years and the reshaping of the Group's asset
base.
The Group made an operating profit before separately disclosed
items of GBP0.3m (2011: loss of GBP2.5m). On a statutory basis, the
Group made a loss before tax of GBP0.7m (2011: profit of GBP40.3m)
- the comparable period in the prior year was impacted by the
separately disclosed items in that period.
Earnings per share adjusted to exclude separately disclosed
items was a loss of 0.8p (2011: loss of 4.3p).
The Group closed the period with net cash at 30 September 2012
of GBP16.0m (31 March 2012: GBP23.1m) and unrestricted cash at
GBP12.7m (31 March 2012: GBP16.4m). Net cash used in operations was
GBP5.9m (2011: GBP21.6m). The Group continues to develop a culture
which stresses the importance of cash generation and the effective
management of working capital.
Total Group headcount reduced slightly during the period, mainly
as a result of the closure of the business in the Republic of
Ireland, closing on 30 September 2012 at 1,282 (31 March 2012:
1,325).
Dividend
As previously reported, the Board intends to invest its cash
resources in the future growth opportunities available and does not
expect to pay a dividend in the near future.
Outlook
Whilst trading conditions in the UK remain subdued, we are
winning work in the Defence & Justice sector where we have a
strong historical position, and Energy and Waste, where we have
invested in increasing our skills and capacity in specialist areas
such as nuclear decommissioning. Internationally, we are making
progress in shifting the mix away from donor funded work in Eastern
Europe and Turkey with some excellent local, private sector
prospects and we are winning some significant projects in the Rest
of the World.
The Board believes that the Group is now well placed to progress
with the shift in focus from internal improvements to creating
higher quality revenues through the delivery of our Global
Integrated Strategy.Overall, in the coming years we expect to see
the international business continuing to increase as a proportion
of the business as a whole and are of the opinion that the
prospects over the medium to long term are good.
In the near term, trading in the first half and since the period
end has been in line with our own expectations and market forecasts
for the full year. We look forward to making further progress as we
realisethe benefits of legacy cost savings and focus on creating
higher quality revenues through the delivery of our Global
Integrated Strategy.
Mike McTighe, Non Executive Chairman
29 November 2012
BUSINESS REVIEW
Operationally, the Group is structured, and reports, on a
regional basis with the four regions being:
1. UK
2. Eastern Europe (which includes CIS and Western Balkans)
3. MENA (Middle East & North Africa including Turkey)
4. Rest of the World - focussed on the international donor-funded market
UK (60.9% of Group Revenue)
The UK region generated net revenue of GBP32.1m (2011: GBP35.1m)
with an operating loss before separately disclosed items of GBP0.7m
(2011: loss of GBP3.3m).
Whilst the UK continues to be difficult, our energy market
position has strengthened tremendously this year especially in the
areas of renewable advice and waste to energy opportunities. One
recent success is a major framework to provide strategic
maintenance to Sellafield's Decommissioning Directorate covering
the complete portfolio of assets for civil, structural, mechanical
and electrical systems.
In the Transport sector, design work on the widening of the A453
around Nottingham is at its most intense prior to site works
starting in early 2013 but elsewhere the Transport market remains
flat, despite recent political support signalling an increase in
future activity when funding plans materialise.
The Defence sector remains attractive with more opportunities
emerging for the second half of the year. Work in support of the
Defence Infrastructure Organisation (DIO) continues on a number of
major projects including in Afghanistan where activity is ramping
up and we now have a dedicated team of 13 working in and out of
Camp Bastion alongside the Royal Engineers as part of the Civilian
Engineering Support Team. Education and Health sectors remain
strong: we are now heavily occupied providing a wide range of
services on the 350 acre Desertcreat Joint Public Services College
project in Northern Ireland, whichwill provide an integrated
practical training and educational facility serving the joint
public services community.
We continue to exploit pockets of very busy activity in the
Planning arena, particularly in the residential market. The Retail
sector also remains steady but public sector work continues to be
constrained by limited client funds.
Among a number of awards in the UK business, our Civil and
Structural Engineers in Manchester received the award for the best
large project in the North-West from the Lancashire and Cheshire
Branch of the Institution of Structural Engineers for their work on
Manchester Metropolitan University's new Business School and
Student Hub and Neil Smith, Regional Director at WYG, has been
awarded the CIBSE Low Carbon Consultant of the Year award for
2012/13.
Eastern Europe (26.1% of Group Revenue)
Our business in Eastern Europe is run through subsidiaries in
Poland, Romania, Bulgaria, Croatia and Russia, operating a
region-wide network of offices. During this period net revenue of
GBP15.1m (2011: GBP18.9m) was achieved, with an operating profit
before separately disclosed items of GBP0.5m (2011: GBP0.6m).
Most of our operations in the region continued to be focused on
the Social Development & Infrastructure Sector and are involved
in high-level work for various national governments and public
authorities throughout the Western Balkans as well as in Poland,
Bulgaria and Romania. In Poland we maintained our position as a
leading national provider of strategic and business advisory
services and we are a lead adviser/independent evaluator to the
Polish government on publicly financed development programmes.
Through our network of Western Balkan offices we continued to
deliverthe EC funded Infrastructure Projects Facility (IPF1 and
IPF2), and in July we announced our participation on the third
stage of that massive programme, in joint venture with Mott
Macdonald and Atkins.
In the CIS we provide consultancy services in the Mining, Metals
& Minerals sector (these operations run through a collaborative
joint venture), as well as selected engineering and related
services including retail development and upgrading of railway
stations.
Generally in Eastern Europe, the end of the current seven year
international donor funding cycle is starting to make its presence
felt. We have anticipated this by seeking to change the mix of work
to include more local consultancy-based activity. We have some
exciting prospects coming through and are making reasonable
progress in rebuilding the orderbook in this region, although the
type and volume of projects is less predictable than before. We
will be seeking to build on our progress to date as we extend the
full WYG service offering more widely throughout the Region,
especially in the private sector.
MENA (11.6% of Group Revenue)
The MENA Region (which includes Turkey) contributed revenue of
GBP6.7m (2011: GBP6.7m) with an operating profit before separately
disclosed items of GBP0.3m (2011: GBP0.2m).
In Turkey, we continue to lead a number of major framework
contracts and we have won a number of significant new projects. The
IT function has re-branded as WYG IT Solutions and has moved to a
free tax zone in the Techno Park, from which it not only provides
support to the wider business but also functions as a profit centre
in its own right.
We have opened a new office in Istanbul and our first private
sector project with Foot Locker started there in September 2012.
The team continues to be the country's market leader in the
provision of consultancy services on donor-funded projects in the
Social Development & Infrastructure sector. We are also seeing
increasing demand for our technical services and we are heavily
engaged as project managers and design teams in the delivery of two
major projects to provide waste water treatment plants in Siverek
and Ordu.
During the period we have provided support for the development
of regional operations in the Middle East and North Africa from our
regional headquarters in Ankara, Turkey. We have established a
presence in both Dubai and Doha where we now have collaborative
partnerships with local organisations as a result of which we
expect to convert a number of opportunities into significant
workstreams. Further afield, we have won projects in Pakistan and
Nigeria.
The MENA Region remains a high priority for the Group. We have
made considerable progress over the past six months in diversifying
the range of services we offer by reducing our dependence on
donor-funded work and moving into the private and public sectors
where we believe there is a strong market for our core services.
Our credentials in the region place us well to win further major
projects in the Middle East in the coming months and these will
provide an excellent platform from which to secure further work. In
the meantime, we continue to place a very heavy emphasis on tight
cost controls throughout the Region.
Rest of the World (1.4% of Group revenue)
In the Rest of the World - where we are predominantly focused on
the donor funded market - we generated revenue of GBP0.8m (2011:
GBP0.7m) with an operating profit before separately disclosed items
of GBP0.1m (2011: loss of GBP0.1m).
During the past four years, we have significantly increased our
portfolio of public financial management (PFM) projects with
funding from the Asian Development Bank, the UK's Department for
International Development, European Bank for Reconstruction and
Development, EU and World Bank.
In the field of Social Development & Infrastructure, we are
working in partnership with IPA Economics (UK) and CID Consulting
(Egypt) to transform the Egyptian water sector by making utilities
more efficient. We are undertaking similar but smaller projects
with Safege in Lesotho.
Our strategic aim to diversify our client base in the
international donor market was boosted by our inclusion in the
Public Sector Governance and PFM frameworks, the PEAKS
(Professional Evidence and Applied Knowledge Services) framework
and GEFA (Global Evaluation Framework Agreement). We have also
secured a number of major contract extensions, notably a two year
extension to our work to strengthen trading relations between the
European Union and South Africa.
Unaudited consolidated income statement
For the six months ended 30 September 2012
Six months
Six months ended 30
ended 30 September September Year ended
2012 2011 31 March 2012
Note GBP'000 GBP'000 GBP'000
--------------------------- ---- ------------------- ------------------ --------------
Continuing operations
Revenue 4 61,756 68,487 139,864
Operating expenses (61,822) (28,173) (125,647)
--------------------------- ---- ------------------- ------------------ --------------
Operating (loss)/profit* (66) 40,314 14,217
Finance costs 6 (679) (1,603) (2,339)
--------------------------- ---- ------------------- ------------------ --------------
(Loss)/profit before
tax (745) 38,711 11,878
Tax charge 7 (101) (323) (490)
--------------------------- ---- ------------------- ------------------ --------------
(Loss)/profit attributable
to equity shareholders (846) 38,388 11,388
--------------------------- ---- ------------------- ------------------ --------------
(Loss)/earnings per
share 8
Basic (1.3p) 36.5p 13.4p
--------------------------- ---- ------------------- ------------------ --------------
Diluted (1.3p) 34.2p 11.8p
--------------------------- ---- ------------------- ------------------ --------------
* Operating (loss)/profit includes a number of items, some
previously described as exceptional, that are separately disclosed
in note 4.
The accompanying notes to the interim results are an integral
part of this consolidated income statement.
Unaudited consolidated statement of comprehensive income
For the six months ended 30 September 2012
Six months Six months
ended 30 ended 30 Year to
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
------------------------------------------ ---------- ---------- ---------
(Loss)/profit for the period attributable
to equity shareholders (846) 38,388 11,388
------------------------------------------ ---------- ---------- ---------
Other comprehensive (expense)/income:
Net exchange adjustments offset in
reserves net of tax (576) 240 (811)
Actuarial movements on defined benefit
pension scheme - - (340)
Tax on items taken directly to equity - - 153
------------------------------------------ ---------- ---------- ---------
Other comprehensive (expense)/income
for the period (576) 240 (998)
------------------------------------------ ---------- ---------- ---------
Total comprehensive (expense)/income
for the period (1,422) 38,628 10,390
------------------------------------------ ---------- ---------- ---------
Unaudited consolidated balance sheet
As at 30 September 2012
As at As at As at
30 September 30 September 31 March
2012 2011 2012
Note GBP'000 GBP'000 GBP'000
-------------------------------- ---- ------------- ------------- ---------
Non-current assets
Goodwill 10 11,645 26,445 11,645
Other intangible assets 11 5,283 6,151 5,708
Property, plant and equipment 11 2,817 2,849 3,206
Deferred tax assets 327 96 422
20,072 35,541 20,981
-------------------------------- ---- ------------- ------------- ---------
Current assets
Work in progress 12 21,546 29,006 27,066
Trade and other receivables 13 26,636 27,166 28,589
Tax recoverable 92 305 815
Cash and cash equivalents 15,963 30,119 24,280
-------------------------------- ---- ------------- ------------- ---------
64,237 86,596 80,750
-------------------------------- ---- ------------- ------------- ---------
Current liabilities
Trade and other payables (42,549) (48,128) (50,984)
Current tax liabilities (528) (513) (613)
Financial liabilities 14 (18) (898) (1,156)
-------------------------------- ---- ------------- ------------- ---------
(43,095) (49,539) (52,753)
-------------------------------- ---- ------------- ------------- ---------
Net current assets 21,142 37,057 27,997
-------------------------------- ---- ------------- ------------- ---------
Non-current liabilities
Financial liabilities 14 (72) (121) (95)
Retirement benefit obligation (3,474) (2,815) (2,770)
Deferred tax liabilities (1,957) (2,072) (2,052)
Provisions, liabilities and
other charges 15 (18,051) (21,886) (26,099)
-------------------------------- ---- ------------- ------------- ---------
(23,554) (26,894) (31,016)
-------------------------------- ---- ------------- ------------- ---------
Net assets 17,660 45,704 17,962
-------------------------------- ---- ------------- ------------- ---------
Shareholders' equity
Share capital 70 70 70
Share premium account - 123,674 -
Capital redemption reserve - 35,646 -
Merger reserve - 6,284 -
Hedging and translation reserve 1,610 3,237 2,186
Retained earnings 15,980 (123,207) 15,706
-------------------------------- ---- ------------- ------------- ---------
Total shareholders' equity 17,660 45,704 17,962
-------------------------------- ---- ------------- ------------- ---------
Unaudited consolidated statement of changes in shareholders'
equity
For the six months ended 30 September 2012
Hedging
Capital and
Share Share Redemption Merger translation Retained
capital premium Reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at
1 April 2011 35,648 42,214 - 6,284 2,997 (113,763) (26,620)
Profit for the
period - - - - - 38,388 38,388
--------------------- -------- -------- ------------ -------- ------------ --------- --------
Other comprehensive
income:
Currency translation
differences - - - - 240 - 240
Other comprehensive
income for the
period - - - - 240 - 240
--------------------- -------- -------- ------------ -------- ------------ --------- --------
Total comprehensive
income for the
period - - - - 240 38,388 38,628
--------------------- -------- -------- ------------ -------- ------------ --------- --------
Share based payments - - - - 1,847 1,847
Issue of share
capital 68 31,781 - - - - 31,849
Transfers * (35,646) 49,679 35,646 - - (49,679) -
Balance at 30
September 2011 70 123,674 35,646 6,284 3,237 (123,207) 45,704
--------------------- -------- -------- ------------ -------- ------------ --------- --------
* Details of the transfers are disclosed in note 22 of the WYG
plc Annual Report and Accounts for the year ended 31 March
2012.
Unaudited consolidated statement of changes in shareholders'
equity (continued)
For the six months ended 30 September 2012
Hedging
Capital and
Share Share Redemption Merger translation Retained
capital premium Reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- --------- ------------ -------- ------------ --------- --------
Balance as at 1
October 2011 70 123,674 35,646 6,284 3,237 (123,207) 45,704
Loss for the period - - - - - (27,000) (27,000)
--------------------- -------- --------- ------------ -------- ------------ --------- --------
Other comprehensive
income:
Currency translation
differences - - - - (1,051) - (1,051)
Actuarial movements
on defined benefit
pension schemes - - - - - (340) (340)
Tax on items taken
directly to equity - - - - - 153 153
--------------------- -------- --------- ------------ -------- ------------ --------- --------
Other comprehensive
income/(expense)
for the period - - - - (1,051) (187) (1,238)
--------------------- -------- --------- ------------ -------- ------------ --------- --------
Total comprehensive
income/(expense)
for the period - - - - (1,051) (27,187) (28,238)
--------------------- -------- --------- ------------ -------- ------------ --------- --------
Share based payments - - - - - 496 496
Merger reserve
transfer - - - (6,284) - 6,284 -
Capital reduction
* - (123,674) (35,646) - - 159,320 -
Balance at 31 March
2012 70 - - - 2,186 15,706 17,962
--------------------- -------- --------- ------------ -------- ------------ --------- --------
* Details of the capital reduction are disclosed in note 22 of
the WYG plc Annual Report and Accounts for the year ended 31 March
2012.
Unaudited consolidated statement of changes in shareholders'
equity (continued)
For the six months ended 30 September 2012
Hedging
Capital and
Share Share Redemption Merger translation Retained
capital premium reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 April
2012 70 - - - 2,186 15,706 17,962
------------------------ -------- -------- ------------ -------- ------------ --------- -------
Loss for the period - - - - - (846) (846)
------------------------ -------- -------- ------------ -------- ------------ --------- -------
Other comprehensive
income:
Currency translation
differences - - - - (576) - (576)
Other comprehensive
income for the period - - - - (576) - (576)
------------------------ -------- -------- ------------ -------- ------------ --------- -------
Total comprehensive
income for the period - - - - (576) (846) (1,422)
------------------------ -------- -------- ------------ -------- ------------ --------- -------
Share based payments - - - - - 1,120 1,120
Balance at 30 September
2012 70 - - - 1,610 15,980 17,660
------------------------ -------- -------- ------------ -------- ------------ --------- -------
Unaudited consolidated cash flow statement
For the six months ended 30 September 2012
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2012 2011 2012
Note GBP'000 GBP'000 GBP'000
--------------------------------------- ---- ---------- ------------ ----------
Operating activities
Cash used in operations 16 (5,315) (20,270) (23,917)
Interest paid (483) (1,050) (1,622)
Tax paid (101) (323) (787)
--------------------------------------- ---- ---------- ------------ ----------
Net cash used in operating activities (5,899) (21,643) (26,326)
--------------------------------------- ---- ---------- ------------ ----------
Investing activities
Purchases of property, plant and
equipment (515) (190) (1,368)
Purchases of intangible assets
(computer software) (234) (347) (583)
Purchase of subsidiary undertakings 19 166 - -
Disposal of subsidiary undertakings 19 (678) - -
--------------------------------------- ---- ---------- ------------ ----------
Net cash used in investing activities (1,261) (537) (1,951)
--------------------------------------- ---- ---------- ------------ ----------
Financing activities
Proceeds on issue of shares - 30,625 30,625
Repayment of borrowings (19) (2,630) (2,630)
Drawdown of loan facilities - 4,206 4,206
Repayments of obligations under
finance leases (1) (170) (151)
--------------------------------------- ---- ---------- ------------ ----------
Net cash (used in)/generated from
financing activities (20) 32,031 32,050
--------------------------------------- ---- ---------- ------------ ----------
Net (decrease)/increase in cash
and cash equivalents (7,180) 9,851 3,773
Cash and cash equivalents at beginning
of period 23,143 19,370 19,370
--------------------------------------- ---- ---------- ------------ ----------
Cash and cash equivalents at end
of period 15,963 29,221 23,143
--------------------------------------- ---- ---------- ------------ ----------
1. Company details
WYG plc is incorporated and domiciled in England, the address of
its registered office is Arndale Court, Otley Road, Headingley,
Leeds, LS6 2UJ. The company is traded on AIM, a market operated by
the London Stock Exchange plc
The principal activity of the Group in the period under review
was that of international multi-skilled consultant. The Group's
revenue derives mainly from activities in the UK, Eastern Europe,
and Middle East & North Africa.
2. Basis of preparation
This condensed consolidated interim financial information for
the six months ended 30 September 2012 should be read in
conjunction with the financial statements for the period ended 31
March 2012, which are available on the Company's website at
www.wyg.com, and have been prepared in accordance with IFRSs as
adopted by the European Union.
This condensed consolidated interim financial information was
approved for issue on 29 November 2012.
This condensed consolidated interim financial information does
not comprise statutory accounts within the meaning of section 434
of the Companies Act 2006. Statutory accounts for the year ended 31
March 2012 were approved by the Board of Directors on 7 June 2012
and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified and did not contain any
statement under Section 498 of the Companies Act 2006.
The condensed consolidated interim financial information has
neither been reviewed nor audited.
3. Accounting policies
The accounting policies applied are consistent with those of the
annual financial statements for the year ended 31 March 2012, as
described in those annual financial statements.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected annual earnings.
4. Detailed consolidated income statement
Operating
Gross Revenue Net Revenue profit/(loss)
GBP'000 GBP'000 GBP'000
----------------------------------- -------------- -------------- ---------------
Six months ending 30 September
2012
Before separately disclosed items 61,756 54,721 254
Separately disclosed items - - (320)
----------------------------------- -------------- -------------- ---------------
Total 61,756 54,721 (66)
----------------------------------- -------------- -------------- ---------------
Six months ending 30 September
2011
Before separately disclosed items 68,487 61,302 (2,545)
Separately disclosed items - - 42,859
----------------------------------- -------------- -------------- ---------------
Total 68,487 61,302 40,314
----------------------------------- -------------- -------------- ---------------
Year ending 31 March 2012
Before separately disclosed items 139,864 123,436 (3,467)
Separately disclosed items - - 17,684
----------------------------------- -------------- -------------- ---------------
Total 139,864 123,436 14,217
----------------------------------- -------------- -------------- ---------------
Details of separately disclosed items
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
------------------------------------- ----------- ------------- -----------
Employee termination costs - (356) (3,435)
Office closure costs - - (5,374)
Impairment of goodwill - - (14,800)
Gain on debt restructuring - 49,679 49,679
Other credits/(costs) 1,406 (898) (611)
Transaction costs - (4,072) (5,165)
Share option costs (1,250) (1,018) (1,658)
Amortisation of acquired intangible
assets (476) (476) (952)
Separately disclosed items (320) 42,859 17,684
------------------------------------- ----------- ------------- -----------
The Group has incurred a number of material items in the year,
whose significance is sufficient to warrant separate disclosure.
The key elements included within separately disclosed items
are:
-- Annual charge in relation to share option costs
-- Annual charge for the amortisation of acquired intangibles
-- Other credits/(costs) include the credit arising from the
liquidation of the Irish business (see note 19) and additional
legacy restructuring costs. In the comparative period, the other
costs relate solely to restructuring costs.
5. Segmental information
IFRS 8 requires segment reporting to be based on the internal
financial information reported to the chief operating decision
maker. The Group's chief operating decision maker is deemed to be
the senior management team comprising the Chief Executive Officer
the Group Finance Director and the Group Commercial Director. Its
primary responsibility is to manage the Group's day to day
operations and analyse trading performance.
The Group's segments are detailed below and are those segments
reported in the Group's management accounts used by the senior
management team as the primary means for analysing trading
performance. The Executive Committee assesses profit performance
using operating profit measured on a basis consistent with the
disclosure in the Group accounts.
The Group's operations are managed and reported by key market
segments as follows:
-- UK
-- Eastern Europe (which includes CIS and Western Balkans)
-- MENA (Middle East & North Africa including Turkey)
-- Rest of the World
The results for the period ended 30 September 2011 have been
restated to reflect this market segment analysis.
The segmental results for the six months ended 30 September 2012
are as follows:
UK EE MENA ROW Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ------- ------- ------- ------- -------
Revenue
External sales 37,750 16,107 7,181 848 61,886
Inter-segment sales (130) - - - (130)
----------------------------- ------- ------- ------- ------- -------
External gross revenue 37,620 16,107 7,181 848 61,756
Net revenue 32,066 15,119 6,740 796 54,721
----------------------------- ------- ------- ------- ------- -------
Result
Operating (loss)/profit
before separately disclosed
items (643) 549 293 55 254
Separately disclosed
items (Note 4) (56) (111) (143) (10) (320)
Operating (loss)/profit (699) 438 150 45 (66)
Finance costs (679)
----------------------------- ------- ------- ------- ------- -------
Loss before tax (745)
Tax charge (101)
----------------------------- ------- ------- ------- ------- -------
Loss attributable to
equity shareholders (846)
----------------------------- ------- ------- ------- ------- -------
The segmental results for the six months ended 30 September 2011
are as follows:
UK EE MENA ROW Group
Restated Restated Restated Restated Restated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- --------- ---------- --------- --------- ---------
Revenue
External sales 41,287 20,106 7,126 715 69,234
Inter-segment sales (747) - - - (747)
------------------------------- --------- ---------- --------- --------- ---------
External gross revenue 40,540 20,106 7,126 715 68,487
Net revenue 35,084 18,862 6,686 670 61,302
------------------------------- --------- ---------- --------- --------- ---------
Result
Operating (loss)/profit
excluding separately
disclosed items (3,267) 653 186 (117) (2,545)
Separately disclosed
items (Note 4) (6,623) (72) (124) (1) (6,820)
Net gain on debt restructuring 49,679
------------------------------- --------- ---------- --------- --------- ---------
Operating (loss)/profit (9,890) 581 62 (118) 40,314
Finance costs (1,603)
------------------------------- --------- ---------- --------- --------- ---------
Profit before tax 38,711
Tax charge (323)
------------------------------- --------- ---------- --------- --------- ---------
Profit attributable
to equity shareholders 38,388
------------------------------- --------- ---------- --------- --------- ---------
UK EE MENA ROW Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------- ------- ------- ------- -------
Reportable segment
assets
30 September 2012 41,849 17,513 7,686 879 67,927
30 September 2011 55,371 26,198 9,146 902 91,617
31 March 2012 43,999 23,224 8,072 919 76,214
------------------- ------- ------- ------- ------- -------
Reportable segment assets are reconciled to total assets as
follows:
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
-------------------------- ---------- ------------ ----------
Reportable segment assets 67,927 91,617 76,214
Cash and cash equivalents 15,963 30,119 24,280
Taxation 92 305 815
Deferred tax 327 96 422
Total assets 84,309 122,137 101,731
-------------------------- ---------- ------------ ----------
6. Finance costs
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
----------------------------------------------- ---------- ------------ ----------
Interest on bank loans, guarantees and
overdrafts 82 787 820
Interest on bonds 401 462 995
Interest on obligations under finance
leases - - 1
Interest on defined benefit scheme liabilities 196 200 369
Fair value losses on financial instruments
- interest rate swaps - 154 154
----------------------------------------------- ---------- ------------ ----------
Total finance costs 679 1,603 2,339
----------------------------------------------- ---------- ------------ ----------
7. Tax
The tax charge for the period has been calculated by applying
the Directors' best estimate of the effective tax rate for the year
with consideration to the geographic location of the profits, to
the loss before tax for the period.
8. (Loss)/earnings per share
The calculation of the basic and diluted earnings/(loss) per
share is based on the following data:
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2012 2011 Restated 2012
GBP'000 GBP'000 GBP'000
--------------------------------------------- ----------- ---------------- -----------
Earnings for the purposes of basic
and diluted (loss)/earnings per share
being profit for the year (846) 38,388 11,388
Adjustment relating to separately disclosed
items 320 (42,859) (17,684)
--------------------------------------------- ----------- ---------------- -----------
Earnings for the purposes of basic
and diluted adjusted earnings/(loss)
per share (526) (4,471) (6,296)
--------------------------------------------- ----------- ---------------- -----------
Six months
Six months ended 30
ended 30 September Year ended
September 2011 31 March
2012 Restated 2012
Number Number Number
--------------------------------------- ----------- ------------ -----------
Number of shares
Weighted average number of shares for
basic earnings per share 64,533,176 105,088,851 84,811,013
Effect of dilutive potential ordinary
shares:
Share options - 5,140,463 8,634,913
Convertible shares - 1,985,031 3,262,894
--------------------------------------- ----------- ------------ -----------
Weighted average number of shares for
diluted earnings per share 64,533,176 112,214,345 96,708,820
--------------------------------------- ----------- ------------ -----------
(Loss)/earnings per share
Basic (1.3p) 36.5p 13.4p
Diluted (1.3p) 34.2p 11.8p
--------------------------------------- ----------- ------------ -----------
Adjusted (loss)/earnings per share
Basic (0.8p) (4.3p) (7.4p)
Diluted (0.8p) (4.0p) (6.5p)
--------------------------------------- ----------- ------------ -----------
The September 2011 earnings per share have been restated for the
adjustment relating to the reporting of separately disclosed
items.
9. Dividends
No dividend was proposed or paid in the six months to 30
September 2012 (2011: GBPNil).
10. Goodwill
GBP'000
--------------------------------------- ---------
Cost
At 1 April 2011 and 30 September 2011 108,708
At 1 April 2012 and 30 September 2012 108,708
--------------------------------------- ---------
Accumulated impairment losses
At 1 April 2011, 30 September 2011 (82,263)
Impairment charge (14,800)
--------------------------------------- ---------
At 1 April 2012 and 30 September 2012 (97,063)
--------------------------------------- ---------
Net book value
At 30 September 2012 11,645
--------------------------------------- ---------
At 30 September 2011 26,445
--------------------------------------- ---------
Goodwill is tested for impairment at the interim and financial
year end reporting dates and whenever there are indications that it
may have suffered an impairment. Goodwill is considered impaired to
the extent that its carrying amount exceeds its recoverable amount,
which is the higher of the value in use and the fair value less
costs to sell of the cash generating unit to which it is allocated.
In the impairment tests of goodwill performed in 2011 and 2012, the
recoverable amount was determined based on the value in use
calculations.
Management based the value in use calculations on cash flow
forecasts derived from the most recent financial forecasts approved
by the Board including certain sensitivities, in which the
principal assumptions were those regarding sales growth and changes
in direct costs.
Following the review at 30 September 2012, management decided
that no further impairment was necessary.
11. Property, plant and equipment and intangible assets
Property, plant
and Intangible
equipment assets
GBP'000 GBP'000
-------------------------------------------- ---------------- -----------
Six months ended 30 September 2011
Opening net book amount as at 1 April
2011 3,771 6,547
Additions 190 347
Disposals (246) (7)
Depreciation and amortisation (810) (716)
Exchange differences (56) (20)
Closing net book amount as at 30 September
2011 2,849 6,151
-------------------------------------------- ---------------- -----------
Six months ended 30 September 2012
Opening net book amount as at 1 April
2012 3,206 5,708
Additions 515 234
Disposals (4) -
Disposal of subsidiary undertaking
(note 19) (158) -
Depreciation and amortisation (717) (656)
Exchange differences (25) (3)
Closing net book amount as at 30 September
2012 2,817 5,283
-------------------------------------------- ---------------- -----------
12. Work-in-progress
30 30
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
---------------------- ----------- ------------ ---------
Work-in-progress 23,117 31,483 29,236
Provision (1,571) (2,477) (2,170)
---------------------- ----------- ------------ ---------
Net work-in-progress 21,546 29,006 27,066
---------------------- ----------- ------------ ---------
The value of work in progress comprises the costs incurred on a
contract plus an appropriate proportion of overheads and
attributable profit. Profit is recognised on a percentage
completion basis when the outcome of a contract or project can be
reasonably foreseen. Provision is made in full for estimated
losses.
13. Trade and other receivables
30 30
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
----------------------------------------- ----------- ------------ ---------
Amounts falling due within one year
Amounts receivable on contracts 25,034 25,958 29,808
Less: provision for impairment of trade
receivables (3,157) (3,800) (4,791)
----------------------------------------- ----------- ------------ ---------
Trade receivables - net 21,877 22,158 25,017
Prepayments and accrued income 3,238 3,464 1,774
Other receivables 1,521 1,544 1,798
----------------------------------------- ----------- ------------ ---------
26,636 27,166 28,589
----------------------------------------- ----------- ------------ ---------
14. Financial liabilities
30 30
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
------------------------------------- ----------- ------------ ---------
Current
Bank overdrafts - 898 1,137
Obligations under finance leases 18 - 19
18 898 1,156
------------------------------------- ----------- ------------ ---------
Non-current
Bank loans 72 121 95
72 121 95
------------------------------------- ----------- ------------ ---------
Financial liabilities are repayable
as follows:
On demand or within one year 18 898 1,156
In the second year 72 121 95
90 1,019 1,251
------------------------------------- ----------- ------------ ---------
15. Provisions, liabilities and other charges
Vacant
Claims Redundancy leasehold Total
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- -------- ----------- ----------- --------
At 1 April 2011 8,096 1,163 17,924 27,183
Additional provisions 375 356 - 731
Reclassified - - (407) (407)
Utilised during the period (970) (1,227) (3,133) (5,330)
Exchange impact - (18) (273) (291)
--------------------------------- -------- ----------- ----------- --------
At 30 September 2011 7,501 274 14,111 21,886
--------------------------------- -------- ----------- ----------- --------
At 1 April 2012 7,014 1,583 17,502 26,099
Additional provisions
Net impact of disposal of Irish
operations (see note 19) (1,604) - (2,453) (4,057)
Utilised during the period (669) (1,331) (1,647) (3,647)
Exchange impact - - (344) (344)
--------------------------------- -------- ----------- ----------- --------
At 30 September 2012 4,741 252 13,058 18,051
--------------------------------- -------- ----------- ----------- --------
Claims
Provisions are made for current and estimated obligations in
respect of claims made by contractors and the general public
relating to accident or other insurable risks as a result of the
business activities of the Group.
Redundancy
Provision is made for current estimated future costs of
redundancy and ex gratia payments to be made where this has been
communicated to those employees concerned.
Vacant leasehold properties
The Group has a number of vacant leasehold properties, with the
majority of the head leases expiring within the next five years.
Provision has been made for the residual lease commitments together
with other outgoings, after taking into account assumptions
relating to later periods of vacancy.
16. Cash generated from operations
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
----------------------------------------------- ---------- ---------- ------------
(Loss)/profit from operations (66) 40,314 14,217
Adjustments for:
Depreciation of property, plant and equipment 717 810 1,521
Amortisation of intangible assets 656 716 1,389
Loss on disposal of property, plant and
equipment 4 - 374
Share options charge 1,250 1,847 2,485
Gain on acquisition and disposal of subsidiary
undertakings (see note 19) (2,406) - -
Gain on debt restructuring - (49,679) (49,679)
Impairment of goodwill - - 14,800
----------------------------------------------- ---------- ---------- ------------
Operating cash flows before movements in
working capital 155 (5,992) (14,893)
Decrease/(increase) in inventories 4,172 (4,036) (2,193)
Decrease/(increase) in receivables 801 2,535 (1,465)
Decrease in payables (10,443) (12,777) (5,366)
----------------------------------------------- ---------- ---------- ------------
Cash used in operations (5,315) (20,270) (23,917)
----------------------------------------------- ---------- ---------- ------------
17. Analysis of net debt
Other At 30
At 1 April non-cash September
2011 Cash flows items 2011
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ----------- ----------- ---------- -----------
Cash and cash equivalents 19,375 10,744 - 30,119
Bank overdrafts (5) (893) - (898)
Bank loans due after one
year (48,411) (1,576) 49,866 (121)
Finance leases and hire
purchase contracts (170) 170 - -
--------------------------- ----------- ----------- ---------- -----------
(29,211) 8,445 49,866 29,100
--------------------------- ----------- ----------- ---------- -----------
Cash in restricted access
accounts (8,524) 3,436 - (5,088)
--------------------------- ----------- ----------- ---------- -----------
(37,735) 11,881 49,866 24,012
--------------------------- ----------- ----------- ---------- -----------
Other At 30
At 1 April non-cash September
2012 Cash flows items 2012
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ----------- ----------- ---------- -----------
Cash and cash equivalents 23,143 (7,180) - 15,963
Bank loans due after one
year (95) 19 4 (72)
Finance leases and hire
purchase contracts (19) 1 - (18)
--------------------------- ----------- ----------- ---------- -----------
23,029 (7,160) 4 15,873
--------------------------- ----------- ----------- ---------- -----------
Cash in restricted access
accounts (6,665) 3,493 - (3,172)
--------------------------- ----------- ----------- ---------- -----------
16,364 (3,667) 4 12,701
--------------------------- ----------- ----------- ---------- -----------
Other non-cash movements represent currency exchange
differences, the accrual of Payment in Kind (PIK) interest and the
impact of the debt for equity swap.
18. Related party transactions
There have been no changes in the nature of related party
transactions as described in the 2012 Annual Report and Accounts
and there have been no new related party transactions which have
had a material effect on the financial position or performance of
the Group in the period to 30 September 2012.
19. Appointment of liquidator of Irish operations
Overview
On 24 August 2012 the directors of WYG Group Limited concluded
that it was no longer viable to support the loss-making operations
in Ireland and consequently WYG Ireland Limited and each of its
three trading subsidiaries in Ireland (WYG Engineering (Ireland)
Limited, WYG Environmental and Planning (Ireland) Limited and WYG
Nolan Ryan Tweeds Limited) appointed a provisional Liquidator on 29
August 2012. The Group effectively relinquished control of its
businesses in the Republic of Ireland and in Northern Ireland (WYG
Engineering (Northern Ireland) Limited, WYG Management Services
(Northern Ireland) Limited and WYG Environmental and Planning
(Northern Ireland) Limited) from this date, and in the period ended
30 September 2012 this has been treated as a disposal of a
subsidiary undertaking. The provisional Liquidators were formally
appointed as Liquidators on 19 September 2012.
On 20 September 2012, the WYG Group completed the acquisition of
all three of WYG Ireland Limited's subsidiaries in Northern Ireland
for a nominal sum from the Liquidators.
Disposal of Irish operations
As noted above, the appointment of a Liquidator for the Republic
of Ireland and Northern Ireland businesses has been treated as a
disposal of these businesses in the period. The Republic of Ireland
businesses that have been treated as a disposal, account for
GBP1.5m of turnover and GBP0.1m operating loss in the Income
Statement for the six months ended 30 September 2012 (2011: GBP3.7m
turnover, GBP0.2m operating loss).
The Group recorded a net gain of GBP1,768,000 arising from the
disposal which has been recognised as a credit in the income
statement and is included within 'Separately disclosed items' in
note 4.
Six months
ended 30
September
2012
GBP'000
------------------------------------------------- ----------
Legal and other expenses (890)
Assets/(liabilities) disposed:
Fixed assets (158)
Work in progress and receivables (4,455)
Cash (275)
Current liabilities 2,734
Provisions, liabilities and other charges 8,133
Vacant leasehold provision for retained property (3,321)
Net gain on disposal 1,768
------------------------------------------------- ----------
Acquisition of Northern Ireland businesses
The Group's subsidiaries in Northern Ireland have continued to
trade profitably and were unaffected by the property issues that
have impacted the business in the Republic of Ireland. The entire
share capital of the Northern Ireland businesses was re-acquired
from the Liquidator on 20 September 2012 for a nominal sum. The
assets and liabilities acquired at this date were:
Six months
ended 30
September
2012
GBP'000
-------------------------------------------- ----------
Assets acquired:
Work in progress and receivables 2,457
Cash 166
Current liabilities (1,230)
Provisions, liabilities and other charges (755)
-------------------------------------------- ----------
Net assets acquired 638
Consideration -
-------------------------------------------- ----------
Negative goodwill 638
-------------------------------------------- ----------
The negative goodwill arising on acquisition has been recognised
as a credit in the income statement and is included within
'Separately disclosed items' in note 4.
20. Availability of interim report
The interim report will be posted to shareholders in due course
and copies will be available at the Company's registered office at
Arndale Court, Otley Road, Headingley, Leeds LS6 2UJ, and on the
Company's website: www.wyg.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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