RNS Number:7942P
Wigmore Group (The) PLC
16 September 2003
THE WIGMORE GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30TH JUNE 2003
Highlights
*Successful acquisition of D F Blanchard (Salisbury) Limited on 30th June.
*Fund raising of #1.07m, post half-year end.
*Excellent take-up of rights by shareholders under the fund raising of
32%.
*Repayment of #400,000 of #1m Artisan (UK) plc loan note, post half-year
end.
*Conversion of #437,500 of the remaining #600,000 loan note debt to equity
and subsequent sale through Group's brokers, post half-year end.
*FNPM now operating profitably.
*New contracts being won by Blanchards and Speymill.
Peter Hewitt, Chairman of Wigmore commented:
"The Group continues to move from strength to strength, notwithstanding slow
trading in the early part of the year. Results for the half-year are in line
with expectations and I am delighted to report that the Group has traded
profitably (before amortisation) for the months of May and June.
The acquisition of Blanchards was consolidated into the accounts on 30th June -
the day of the half-year end - and so there is no impact on the Group's revenue
position in the half-year accounts. Clearly this acquisition will add further
strength to the Group, both in terms of potential profitability and the balance
sheet. Already internal cross-selling opportunities are being exploited and I
expect this element to be developed further. Trading is ahead of last year and I
am confident about the prospects of the Group for the remainder of the year."
For further information please contact:
Peter Hewitt Executive Chairman 01293 423 301
Peter Grisman Finance Director 01293 423 319
Jeremy Porter Seymour Pierce 020 7107 8000
Note to Editors:
The Wigmore Group PLC (LSE: WGT) is a focussed support services group deriving
its business from a mixture of term contracts with good covenants and speciality
contracting. It provides maintenance services to both the public and private
sectors as well as fast track construction and property refurbishment services
to the leisure and hotel sector.
CHAIRMAN'S STATEMENT
I am delighted to be writing my second interim statement to you following the
admission of the Group's shares to trading on AIM on 2nd January 2002 and the
successful acquisition of D F Blanchard (Salisbury) Limited ("Blanchards") on
30th June of this year. Your Board is particularly pleased at the level of
take-up by shareholders under the recent Open Offer, reflecting confidence in
the Group's future.
In more detail I have pleasure in reporting to shareholders as follows:
Trading Results-"Group operating profitably in May and June (pre amortisation)"
The Group has achieved a satisfactory result for the six-month period to 30th
June 2002. Turnover of #6.53m (2002: #6.00m) represents an increase of 8.7% over
the same period last year with an increase in operating loss to #384,000 (2002:
loss of #201,000). Shareholders should note that the recent acquisition of
Blanchards was consolidated into the accounts on 30th June, the day of the
half-year end, and so these accounts do not contain any revenues or profit
contribution from Blanchards. Trading in our Leisure and Hotel Division,
Speymill, was slow in the early part of the year but has now picked up and I am
delighted to report that all of the Group subsidiary companies are now operating
profitably (before interest and amortisation) and have been since June. Clearly
this is a significant improvement but has little or no impact on these interim
results.
Furthermore, as a result of the Open Offer, the acquisition of Blanchards and
the subsequent conversion of the Loan Note (referred to below), the unaudited
consolidated Group balance sheet will stand at some #1.7m. The benefits should
be seen in the second half of the year, on the assumption that Group companies
perform to expectation.
Loan note and significant shareholder - "significant reduction"
Shareholders will recall that at the time I last reported in June of this year,
Artisan (UK) plc held 8,558,000 shares in the Company as well as having a
convertible loan note for #1m (being part payment for the acquisition of
Speymill). All of Artisan's shareholding has now been sold into the market,
through the Company's brokers. I am pleased to report that since the half-year
end, the Company has now re-paid #400,000 of the Loan Note and a further
#437,500 has been converted into equity by Artisan and sold into the market,
leaving just #162,500 remaining. The effect of this is to strengthen the Group's
balance sheet, and to reduce the amount of interest repayable on a quarterly
basis.
Speymill Contracts Ltd ("Speymill") - "gaining strength with significant
contract wins"
Although Speymill endured a slow start to the year, which I explained in my
statement for the AGM, it has certainly made up for lost time in the last few
months with a number of notable contract wins, the more significant of which
have already been announced. In particular, work is currently underway on three
Premier Lodge Hotels for Scottish & Newcastle at Heathrow and Southampton
airports - both of which are high visibility sites, together with one in
Edinburgh. I reported in June that Speymill was working on Gala's first
'electronic' casino in Cardiff and this has now been successfully completed.
Work is now underway on their second casino in Northampton. In Salisbury,
Speymill is undertaking the refurbishment of a major city centre pub and hotel
for J D Wetherspoon.
Integration of Speymill within the Group structure is now virtually complete
with the recent application of the new corporate image to vans, signs and
stationery. The benefits of this and other aspects of integration are beginning
to be seen, particularly in the areas of business development, information
technology and human resources and your Board is confident that further benefits
will be forthcoming.
First National Property Maintenance Ltd ("FNPM") - "operating profitably in June
and July"
I am delighted to report that the results of FNPM have exceeded Directors'
expectations for the first half of the year having traded profitability on a
month-by-month basis since June. I reported to shareholders in June that
Directors had taken the decision earlier in the year to realign the target
market for FNPM away from the public sector and into the private sector, in
order to focus on a market where higher quality work was the driving force. This
has proved to be a good corporate decision enabling FNPM to become profitable
earlier than Directors' expectations. FNPM's clients now include Taylor Woodrow,
Barratts, Linden Homes, Antler Homes, Banner Homes, Millgate and Southdown
Housing Association and Worthing Homes Ltd. Accordingly, the focus of FNPM will
continue to be in the private sector.
Blanchards - "great potential yet to be exploited"
The acquisition of Blanchards is already proving to be of benefit, not only in
adding another profitable company to the Group but also in cross selling
opportunities. Shareholders may recall that I set great store by attempting to
maximise synergies between Group companies and ensuring that internal cross
selling opportunities are exploited to the full. I am happy to report that this
is already proving of benefit. As an example, the Blanchards joinery shop is now
providing joinery for Speymill at a price that is competitive for both
companies.
In the two months since the acquisition, trading has been broadly in line with
expectations. I believe that there is considerable untapped potential within
Blanchards, particularly with the ability to now 'stretch' its geographical
operating boundaries. Many of the principal clients (such as Annington Homes,
Interserve FM etc.) operate on a national basis, however historically Blanchards
have tended to only undertaken work in Wiltshire and the surrounding area. As a
result of the acquisition, Blanchards now has the ability to operate out of the
Group's offices in Gatwick, Huntingdon and Stockport, giving them potentially
national coverage.
New corporate image and web sites
I am pleased to report that in line with my previous statements, re-branding has
now taken place with the unification of image between all of the subsidiary
companies being virtually complete. For those of you who have not visited the
Groups websites, I would urge you to do so and these are www.wigmoregroup.com;
www.speymill.com; www.fnpm.co.uk and www.dfblanchard.com
Dividend policy
The Group's policy is to continue to aim for capital growth and because we are
at an early stage of implementing this strategy the Board is not recommending
that an interim dividend be paid.
Future Prospects
As I have stated above, the Group is now well positioned to take advantage of
the considerable potential that exists within the Group's companies and with a
strong order book and results to date ahead of budget, your Board is confident
about the outcome for the second half of the year.
Finally I should like to extend a warm welcome to all those new shareholders who
have recently acquired shares in The Wigmore Group PLC, I look forward to a long
and happy association with you. My thanks also go to the directors and staff of
the Group for their continued enthusiasm and hard work. I believe that we can
all look forward to the future with confidence.
Peter L R Hewitt
Executive Chairman
16th September 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the six months ended: 30th June 2003
6 months to 6 months to Year to 31st
30th June 30th June December 2002
2003 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Turnover
- continuing activities 6,527 6,003 13,291
- discontinued activities - - 315
-------- -------- ---------
6,527 6,003 13,606
Cost of Sales
- continuing activities (5,610) (5,077) (11,378)
- discontinued activities - - (276)
-------- -------- ---------
(5,610) (5,077) (11,654)
Gross profit 917 926 1,952
Administrative expenses (1,224) (951) (2,398)
Administrative expenses
- provision for bad debts - (138) (138)
Amortisation of goodwill (77) (38) (116)
Operating loss
- continuing activities (384) (201) (558)
- discontinued activities - - (142)
-------- -------- ---------
(384) (201) (700)
Exceptional item arising
from the liquidation of a
subsidiary - 26 26
Interest receivable - - 4
Interest payable and
similar charges (72) (18) (93)
-------- -------- ---------
Loss on ordinary
activities before
taxation (456) (193) (763)
Taxation on loss on
ordinary activities
activities - - -
-------- -------- ---------
Loss on ordinary
activities after
taxation (456) (193) (763)
======== ======== =========
Loss per share (pence) (0.48) (0.30) (1.01)
CONSOLIDATED BALANCE SHEET
As at 30th June 2003
30th June 2003 30th June 2002 31st December 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Fixed Assets
Intangible fixed assets
- goodwill 3,842 3,019 2,976
Tangible fixed assets 677 264 221
------- -------- ---------
4,519 3,283 3,197
Current Assets
Stocks and work in progress 50 33 26
Debtors 4,660 4,003 1,920
Cash at bank and in hand 412 - 2
hand
------- -------- ---------
5,122 4,036 1,948
------- -------- ---------
Current Liabilities
Creditors
- amounts falling due within
one year (7,453) (5,368) (3,781)
------- -------- ---------
Net Current (Liabilities) (2,331) (1,332) (1,833)
------- -------- ---------
Total Assets less Current
Liabilities 2,188 1,951 1,364
Creditors: amounts
falling due after more than
one year (1,665) (1,043) (1,025)
======= ======== =========
Net Assets 523 908 339
======= ======== =========
Capital and Reserves
Called up Share Capital 1,068 1,833 838
Share Premium Account 210 1,426 -
Share Capital to be issued 200 - -
Profit and Loss Account (955) (2,351) (449)
------- -------- ---------
Equity Shareholders Funds 523 908 339
======= ======== =========
CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30th June 2003
6 months to 6 months to Year to 31st
30th June 30th June December
2003 2002 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Net Cash Inflow/(Outflow) (44) 432 (661)
from operating activities
Returns on investments and (71) (18) (89)
servicing of finance
Tax paid - (221) (222)
Capital expenditure and 4 (44) (85)
financial investment
Acquisitions and disposals 316 (1,163) (1,197)
-------- -------- ---------
Cash (Outflow) before 205 (1,014) (2,254)
financing
Financing 421 523 1,217
-------- -------- ---------
Increase/(Decrease) in cash 626 (491) (1,037)
in the period
======== ======== =========
Increase/(Decrease) in cash 626 (491) (1,037)
in the period
Cash outflow from decrease 19 23 20
in debt
-------- -------- ---------
Change in Net Debt Resulting 645 (468) (1,017)
from Cash Flows
Finance Lease Liability written
off following liquidation of
subsidiary - (58) -
New Finance Leases - (21) (58)
Issue of Loan Notes and (1,900) (1,000) (1,000)
other debt to fund
acquisitions
-------- -------- ---------
(1,255) (1,547) (2,075)
Opening Net Debt (2,126) (51) (51)
-------- -------- ---------
CLOSING NET DEBT (3,381) (1,598) (2,126)
======== ======== =========
Notes
1. Post Balance Sheet Events
a) Acquisition of D F Blanchard (Salisbury) Limited
The Company completed the Acquisition of D F Blanchard (Salisbury)
Limited, a company engaged in building repair, maintenance and
refurbishment work on the 29th July 2003 following the exchange of
contracts on 30th June 2003. Wigmore had effective management control
from exchange and, consequently, the results have been consolidated from
30th June 2003. The total consideration was up to #2.1m, comprising
#1.1m in cash, #200,000 in Wigmore Group shares, loan notes of #459,000
and deferred consideration of up to #340,000 depending on the
achievement of profit targets. As at 30th June 2003 #1,242,000 of the
consideration was shown in creditors, #659,000 was shown as amonts due
after more than one year and #200,000 as shares to be issued. This
acquisition brings net assets of more than #1m to the Group.
b) Repayment of Loan Notes
In August 2003 the Company repaid #400,000 of the #1m outstanding loan
notes to Artisan (UK) plc. In September 2003 Artisan (UK) plc exercised
its right to convert into shares #437,500 of the #600,000 of Loan Notes
still outstanding, which have been sold through the Company's broker.
This transaction further strengthens the Group balance sheet by
#437,500.
2. The interim results are unaudited and do not constitute statutory accounts
within the meaning of section 240 of the Companies Act 1985. The figures for
the year ended 31st December 2002 have been extracted from the statutory
accounts, which have been reported on by the Company's auditors and have
been delivered to the Registrar of Companies. The auditors report did not
contain any statement under Section 237(2), (3) or (4) of the Companies Act
1985.
3. The interim financial statements have been prepared using the accounting
policies set out in the Report and Accounts for the 31 December 2002.
4. Earnings per ordinary share have been calculated using the weighted average
number of shares in issue during the relevant financial periods.
5. The Directors do not propose to pay a dividend for the period.
6. Copies of this statement will be posted to shareholders and will also be
available on written application to the Company Secretary, The Wigmore Group
Plc, Bodiam House, Amberley Court, County Oak Way, Crawley, West Sussex RH11
7XL.
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