Wiggins Group Plc - Interim Results
RNS Number:2295P
Wiggins Group Plc
27 December 2001
Chairman's Statement
In the six months to 30th September 2001 the Group made a loss of £12,994,000,
in line with our projections for investment in the PlaneStation programme.
While the directors expect PlaneStation operations to steadily grow, the
principal source of revenue for the next two years will come from our current
property development programme.
Progress in property developments
In that regard we are, of course, pleased that the planning processes on three
of our major sites - Fairfield, Liverpool and Fairlop - are progressing well.
Fairfield
Our development allows for 101 luxury apartments in a former Victorian
hospital with 673 additional houses, built by a consortium of leading
builders, in line with Mid Beds District Council's requirements. There had
been a judicial challenge to the Council's planning resolution, but this was
withdrawn in October 2001. This leaves us at the final stage of the planning
process (formal completion of the Section 106 Agreement) and we anticipate
being clear to proceed in early January 2002.
Liverpool
We submitted a planning application in December for our 88 acre Festival
Garden site fronting the River Mersey. After consultation, this has the full
support of both the local authority and residents. Our plans allow for one
third of the site to contain high quality homes, a neighbourhood retail
quarter, a four star hotel and conference centre. There is already
significant interest from relevant commercial operators. The remainder of the
area will be landscaped to create a spectacular new riverside 'gateway'
entrance to Liverpool city centre.
Fairlop
Our Fairlop site has three million living within ten miles, and hopes to
attract people to a 10,000seat grandstand in the 345acre London City
Racecourse for an evening racing programme already approved by The British
Horseracing Board. The scheduling is designed to attract international
satellite TV interest also. We expect the results of the public inquiry into
our plans early in 2002. We anticipate a positive response but there is still
plenty to do in the planning process and we foresee several months of
consultation with the local authority before we can begin development.
The PlaneStation Concept
While each PlaneStation is designed to enter profitability in its own right
after three years, the concept is based on the value of a network being
greater than the sum of its parts. As the network grows, profits from mature
PlaneStations are expected to outweigh early losses made on new acquisitions.
Further, the network effect is designed with a view to turn each new
PlaneStation to profit faster than the previous one.
The roll-out of the network is on schedule, and we believe what we have is
already of significant value. Given the nature of PlaneStation's business we
feel it prudent to address any concerns investors may harbour regarding the
effects of the terrorist attacks of September 11th. Our initial growth was
always intended to come from cargo and there is every sign that demand for air
freight is growing. Indeed, congestion caused by added passenger security will
create opportunities both for regional airports and cargo airports. The
imposition of tight security is much easier at small regional airports,
especially as PlaneStations are designed to apply the latest security
technology.
London Manston Airport
We have laid the first phase of our new aprons which will come into service at
the end of January which will take our cargo-handling capacity from 34,000
tonnes annually to over 200,000 tonnes as we can accommodate almost six times
as many aircraft at any one time.''' This should have a very positive effect
on the profitability of both London Manston airport and the Group. Demand for
accommodation is growing and the directors expect to announce the signing of
several tenants at the airport in the first half of 2002. We are also aware
that there is tremendous pressure on other London airports to deal with an
increasing traffic flow of both cargo and passengers and we are planning to
transform Manston to take advantage. Early in 2002 the company will make an
application for a new terminal at the airport, supported by environmental and
passenger demand studies we have commissioned.
Other PlaneStations
During the half year following the purchase of Schwerin-Parchim Airport in
northern Germany, the Group acquired the Black Forest Airport at Lahr in south
west Germany - and increased our interest to 43% in Cuneo-Levaldigi Airport in
north west Italy.
All three airports are fully operational and since their acquisition we have
been planning for their consolidation and growth.
Schwerin-Parchim has been awarded European Union Objective One grants to meet
the cost of infrastructure amounting to £37 million over three years; and we
are rebuilding and extending Cuneo's passenger terminal funded entirely by a
grant from the Italian Government.
We have also made good progress at our two other European airports. Following
an earlier agreement between the Group and BAE Systems, Pilsen Airport will
benefit from capital investment of $279 million. This arises from offset
arrangements involving the Czech Government's recent decision to purchase
BAE's Grippen aircraft. At Odense in Denmark we have completed design work for
an essential runway extension and have agreed to build a large maintenance
facility for Air Alpha.
In the Middle East we have signed an agreement with His Highness Sheikh Humaid
Bin Rashid Al Nuaimi, the Ruler of Ajman, an emirate situated between Dubai
and Sharjah, to build and operate their international airport. The proposed
development allows for a shopping centre of approximately two million sq ft
which will fund in part the cost of the airport. The Group will manage the
project with a major international financial partner. Discussions are
currently under way.
Some investors may not be aware of our substantial land holdings at our
airports. We already own long leases on over 4,000 acres of land zoned for
industrial and airport use which will include shopping, commercial and leisure
activities.
Funding the way forward
In light of the results to 30 September, the Directors have reviewed the
Group's financing requirements with regard to expected activities over the
coming 12 months. The Directors currently have discretion under the Company's
Articles of Association to borrow up to a limit of the higher of £40 million
and three times paid up share capital and reserves. In light of the Group's
current borrowing levels, and to facilitate planned activities the Directors
are considering whether it is appropriate to increase this limit. An increase
in this borrowing limit would require an amendment to the Company's Articles
by way of shareholders' resolution at an extraordinary general meeting.
Other opportunities to facilitate the financing needs of the Group going
forward could include disapplying pre-emption rights in respect of a further
five per cent. of the Company's share capital and consolidating the existing
share capital. Each of these initiatives, if considered appropriate, would
require shareholder consent. Accordingly it is likely that a shareholders'
meeting will be convened and a shareholders' circular containing details of
any proposal and the Directors' recommendations will be posted shortly.
During the next year we expect to announce sales and lettings at several of
our airports. And we are actively seeking to exploit the potential of our
airports in partnership with others. This may involve the sale of equity in
individual airports. The Board has also been reviewing its business plans for
PlaneStation in order to accelerate the break-even point for the operation. In
addition the recognition in future years of some of the profits unwound last
year should help restore both our profitability and our balance sheet.
As I stated six months ago, I believe this Company has a bright future. The
sheer potential of the PlaneStation concept, and its associated commercial
operations, is enormous. The outlook for our other major developments is also
very encouraging. The highly motivated and professional staff the Group has
attracted and developed, ensure our prospects of making the most of our
opportunities are very good indeed.
For further enquiries please contact:
Christopher Foster - Corporate Director
David Green - Finance Director
Geoffrey Lansbury - Property Director
Telephone 020 7495 8686
Consolidated Profit and Loss Account for the six months ended 30 September
2001
Six months to Six Months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
Continuing operations Notes £000 £000 £000
Turnover: Group and share of 5,274 3,893 8,582
joint venture
Less: share of joint venture's (142) - -
turnover
Existing operations 4,937 3,893 8,567
Acquisitions 195 - 15
Group turnover 1 5,132 3,893 8,582
_______ _______ _______
Operating loss: Existing (9,513) (5,820) (12,866)
operations
Acquisitions before goodwill (602) - (330)
amortisation
Acquisitions - goodwill (35) - -
amortisation
Acquisitions (637) - (330)
_______ _______ _______
Group operating loss (10,150) (5,820) (13,196)
Share of operating loss in joint (83) - -
venture
Acquisition of joint venture - (34) - -
goodwill amortisation
Net interest payable
Group (2,668) (985) (2,963)
Joint venture (59) - -
(2,727) (985) (2,963)
_______ _______ _______
Loss on ordinary activities 1 (12,994) (6,805) (16,159)
before taxation
Taxation on loss on ordinary 3 (1) - 7
activities
_______ _______ _______
Loss on ordinary activities after (12,995) (6,805) (16,152)
taxation
Minority equity interests 13 - -
_______ _______ _______
Loss for financial period (12,982) (6,805) (16,152)
_______ _______ _______
Basic and diluted loss per share 5 (1.46)p (0.79)p (1.86)p
_______ _______ _______
Consolidated statement of total recognised gains and losses for the six months
ended 30 September 2001
Six months to Six months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
£000 £000 £000
Loss for the financial period (12,982) (6,805) (16,152)
Foreign exchange translation differences
Group 257 - 239
Share of joint venture 42 - -
_______ _______ _______
Total recognised gains and losses (12,683) (6,805) (15,913)
relating to the financial period
_______ _______ _______
Consolidated Balance Sheet as at 30 September 2001
As at As at As at
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
Notes £000 £000 £000
Fixed assets
Intangible Assets : Goodwill 6 3,225 - 1,916
Negative goodwill (1,934) - (2,089)
_______ _______ _______
1,291 - (173)
Tangible fixed assets 7 31,913 33,702 38,583
Investment in joint venture:
Share of gross assets 2,743 - -
Share of gross liabilities (720) - -
Goodwill 1,309 - -
3,332 - -
Fixed asset investments 1,000 1,772 1,114
_______ _______ _______
37,536 35,474 39,524
_______ _______ _______
Current Assets
Stocks and work in progress 7 28,642 15,934 17,487
Debtors: Amounts falling due within one 3,680 2,903 4,904
year
Amounts falling due after more than year - 2,540 -
Cash at bank and in hand 678 1,958 898
_______ _______ _______
33,000 23,335 23,289
Creditors:amounts falling due within one 8 (52,181) (28,815) (39,050)
year
_______ _______ _______
Net current liabilities (19,181) (5,480) (15,761)
_______ _______ _______
Total assets less current liabilities 18,355 29,994 23,763
Creditors: amounts falling due after 8 (18,019) (12,201) (15,070)
more than one year
_______ _______ _______
Net assets 336 17,793 8,693
_______ _______ _______
Capital and reserves
Called up share capital 11 8,918 8,724 8,727
Special reserve account 1,443 1,443 1,443
Share premium account 11 46,190 41,965 41,969
Profit and loss account (56,698) (34,908) (44,015)
Other reserves 569 569 569
_______ _______ _______
Equity shareholders' funds 9 422 17,793 8,693
Minority interests in equity of (86) - -
subsidiary undertaking
_______ _______ _______
336 17,793 8,693
_______ _______ _______
Consolidated Cash Flow Statement for the six months ended 30 September 2001
Six months to Six months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
£000 £000 £000
Net cash outflow from operating (7,137) (7,384) (13,657)
activities
_______ _______ _______
Returns on investments and servicing
of finance
Interest received 303 165 178
Interest paid (1,715) (1,398) (2,527)
Interest element of hire purchase (144) (110) (243)
payments
_______ _______ _______
(1,556) (1,343) (2,592)
_______ _______ _______
Taxation
UK corporation tax recovered /(paid) 2,363 (45) 7
_______ _______ _______
Capital expenditure and financial
investment
Purchase of fixed asset investments - (762) (106)
Purchase of tangible fixed assets (4,513) (1,326) (2,401)
Proceeds from sale of tangible fixed - - 69
assets
_______ _______ _______
(4,513) (2,088) (2,438)
_______ _______ _______
Acquisitions
Purchase of subsidiary undertakings (2,249) - (807)
Purchase of investment in joint (931) - -
venture
Net (overdraft)/cash acquired with (383) - 37
subsidiary undertakings
_______ _______ _______
(3,563) - (770)
_______ _______ _______
Financing
Issue of ordinary share capital 4,500 14,532 14,533
Receipt of borrowings 9,951 - 10,067
Capital element of hire purchase (360) (321) (585)
payments
Share issue expenses (88) (348) (351)
Repayment of borrowings (855) (1,264) (5,188)
_______ _______ _______
13,148 12,599 18,476
_______ _______ _______
(Decrease)/increase in cash (1,258) 1,739 (974)
_______ _______ _______
Reconciliation of Operating Loss to Net Cash Outflow from Operating Activities
Six months to Six months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
£000 £000 £000
Operating loss (10,150) (5,820) (13,196)
Depreciation and amortisation 853 382 793
Increase in stocks and work in (1,176) (988) (2,525)
progress
Decrease/(increase) in debtors 606 (307) 171
Increase/(decrease) in creditors 2,661 (651) 1,069
and other items
Profit on sale of tangible fixed - - (26)
assets
Exchange differences 59 - 57
Provision against other 10 - -
investments
_______ _______ _______
Net cash outflow from operating (7,137) (7,384) (13,657)
activities
_______ _______ _______
Analysis of Changes in Debt
Six months to Six months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
£000 £000 £000
Cash at bank and in hand 678 1,958 898
Bank loans and overdrafts (10,393) (5,454) (9,107)
_______ _______ _______
(9,715) (3,496) (8,209)
_______ _______ _______
Debt due within one year (17,466) (11,323) (11,467)
Debt due after more than (12,914) (6,066) (10,065)
one year
Hire purchase and finance (2,436) (2,590) (2,796)
leases
_______ _______ _______
(32,816) (19,979) (24,328)
_______ _______ _______
Total debt (42,531) (23,475) (32,537)
_______ _______ _______
Reconciliation of Net Cash Flow to Movement in Net Debt
Six months to Six months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
£000 £000 £000
(Decrease)/increase in cash in period (1,258) 1,739 (974)
Cash flow from movement in debt, lease (8,736) 1,585 (4,294)
and hire purchase contracts
_______ _______ _______
Change in net debt in the period (9,994) 3,324 (5,268)
New lease and hire purchase and other - (232) (702)
non-cash changes
_______ _______ _______
Movement in net debt in period (9,994) 3,092 (5,970)
Net debt at commencement of period (32,537) (26,567) (26,567)
_______ _______ _______
Net debt at end of period (42,531) (23,475) (32,537)
_______ _______ _______
Notes on the Interim Accounts
1) Segmental Analysis
Turnover (Loss)/profit on Net assets/
ordinary activities (liabilities)
before taxation employed
Six months to 30 Six months to 30
September September
At 30 Sept At 31
March
2001 2000 2001 2000 2001 2000
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
£000 £000 £000 £000 £000 £000
Property 13 - (4,362) (2,924) 939 3,056
development
Leisure 1,878 1,093 9 13 8,166 7,299
Airport 3,241 2,800 (5,914) (2,909) (1,662)
operations (8,769)
_______ _______ _______ _______ _______ _______
5,132 3,893 (10,267) (5,820) 336 8,693
_______ _______ _______ _______
Net (2,727) (985)
interest
_______ _______
(12,994) (6,805)
_______ _______
Geographical analysis of turnover
Six months to 30 September
2001 2000
Unaudited Unaudited
£000 £000
United Kingdom 4,891 3,893
Overseas 241 -
_______ _______
5,132 3,893
_______ _______
2) Basis of preparation of the interim accounts
The interim accounts have been prepared on a basis, which is consistent with
the accounting policies adopted for the year ended 31 March 2001 updated for
new accounting standards applicable to the year ended 31 March 2002.
Financial information for the six months ended 30 September 2001 has not been
audited, nor has the financial information for the six months ended 30
September 2000.
Comparative figures for the year ended 31 March 2001 do not constitute the
Company's statutory accounts for that year, but have been extracted from the
statutory accounts filed with the Registrar of Companies which carried an
unqualified audit report.
Continued funding is required to enable the group to meet its liabilities as
they fall due and to continue the development of its PlaneStation operations
as planned in the twelve months following approval of these accounts. The
required funding will be met by renewing existing facilities or negotiating
facilities with alternative lenders or from additional equity funding or from
a combination of these.
The directors expect to be able to place additional equity and will convene an
Extraordinary General Meeting to obtain the necessary authority to place an
additional 5% of the shares then outstanding.
A number of bank facilities come up for renewal at 31 January 2002 and the
company is currently negotiating with banks to extend or replace these
facilities until the expected receipt of proceeds from the Fairfield
development.
The directors have prepared cash flow information for the year to 31 December
2002 including a contribution from additional equity funding. They are
confident that the Fairfield proceeds will be received as expected, that any
equity fundraising will be successful and that other options available to them
would ensure that adequate funds are available for the foreseeable future.
They consider it appropriate to prepare the accounts on a going concern basis.
However, there can be no certainty that either additional equity funding,
renewal of existing banking facilities, negotiation of new bank facilities or
that the proceeds of the property developments are received as expected. The
accounts do not include any adjustments that would arise should sufficient
funding from these sources not be available.
Tax
Tax is provided at 30% after taking into account tax losses brought forward
and capital allowances.
Dividends
No dividends have been paid or proposed in respect of the period.
Loss per share
The calculation of loss per Ordinary share is based on the loss for the
financial period of £12,982,000 (half year to 30th September 2000 - £6,805,000
loss and year to 31st March 2001 £16,152,000 loss)and on 888,890,981 Ordinary
shares (861,586,345 and 867,551,569 respectively) being the weighted average
number of Ordinary shares in issue in the respective financial periods as
adjusted for the bonus element inherent in the placing on 5 October 2001.
Because the inclusion of potential ordinary shares would decrease the basic
loss per ordinary share they are not deemed to be dilutive and accordingly the
basic and diluted loss per ordinary share is identical.
Acquisitions
The Group acquired control of Black Forest Airport Lahr (formerly Flugplatz
Lahr Beteiligungen GmbH) on 5 April 2001. It has been accounted for as an
acquisition under Financial Reporting Standard Number 6.
The Group also increased it's investment in Societa' Di Gestione Aeroporto Di
Cuneo Levaldigi S.p.A. ("Aeroporto Di Cuneo") acquiring a further 36% on 4
April 2001. Following this investment, Aeroporto Di Cuneo has been accounted
for as a joint venture under Financial Reporting Standard Number 9.
The table below shows the fair values of the assets and liabilities acquired
with each of the above. There were no material fair value adjustments.
Fair value at date of acquisition
Black Forest Airport Lahr GmbH Aeroporto Di
(99.5%) Cuneo
(42.97%)
£000 £000
Fixed assets 1,262 661
Stocks 17 70
Debtors 1,746 1,955
Cash at bank and in hand 13 29
Bank overdraft (396) -
Creditors (1,581) (586)
Goodwill 1,384 1,343
Minority interest 75 -
_______ _______
2,520 3,472
_______ _______
Satisfied by:
Cash 1,564 1,035
Other creditors 956 2,437
_______ _______
2,520 3,472
_______ _______
7) Reclassification of properties
During the period, the company reviewed its property assets and transferred
five properties the company intends to develop for resale with a total book
value of £9,962,000 from fixed assets to current assets. They are held at the
lower of depreciated cost and net realisable value.
8) Financial instruments
a. Interest rate risk profile of financial liabilities
Financial liabilities comprise interest-bearing debt and creditors due after
more than one year. Short-term creditors are excluded as permitted by
Financial Reporting Standard Number 13.
At 30 Floating rate Fixed rate Financial liabilities on Total
September financial financial which no interest is
2001 liabilities liabilities paid
Unaudited
£000 £000 £000 £000
Currency
Sterling 23,899 19,815 2,000 45,714
Danish 248 - - 248
Kroner
Czech 76 - - 76
Republic
Koruny
German 339 - - 339
Deutschmark
_______ ______ ______ ______
24,562 19,815 2,000 46,377
_______ ______ ______ ______
At 31 March Floating rate Fixed rate Financial liabilities on Total
2001 financial financial which no interest is paid
liabilities liabilities
Audited
£000 £000 £000 £000
Currency
Sterling 16,586 16,597 3,750 36,933
Danish 240 - - 240
Kroner
Czech 12 - - 12
Republic
Koruny
______ ______ ______ ______
16,838 16,597 3,750 37,185
______ ______ ______ ______
Fixed rate financial liabilities Financial liabilities on which
no interest is paid
Weighted Weighted average period for Weighted average period until
average which rate is fixed maturity
interest
rate
% Months Months
At 30
September
2001
Sterling 12.0 13.4 21
______ ____ __
At 31
March
2001
Sterling 8.05 18 15
_____ ______ _____
____
8) Financial instruments continued
a. Interest rate risk profile of financial liabilities continued
Floating rate financial liabilities carry interest at margins between 2% and
3.5% where based by reference to base rates and at margins between 0% and 2%
where based by reference to LIBOR.
In addition, net interest payable in the period on both fixed and floating
rate financial liabilities includes extension fees and the amortisation of
arrangement and repayment fees totalling £1,195,000.
Maturity of financial liabilities
The maturity of the Group's financial liabilities including bank loans, bank
overdrafts, other loans, finance leases and hire purchase contracts at 30
September 2001 was as follows:
30 Sept 2001 31 March 2001
Unaudited Audited
£000 £000
In one year or less, or on demand 28,348 23,021
In more than one year but not more than two years 6,101 3,172
In more than two years but not more than five years 11,812 10,692
In more than five years 116 300
______ ______
Total 46,377 37,185
_______ _______
Borrowing facilities
The Group has various on demand borrowing facilities available for working
capital requirements. The committed bank facilities, in respect of which all
conditions precedent had been met at that date, were as follows:
30 Sept 2001 31 March 2001
Unaudited Audited
£000 £000
Expiring in one year or less 6,840 7,840
______-- ______
There were undrawn facilities as at 30 September 2001 of £271,000 (31 March
2001 - £2,057,000).
9) Reconciliation of Movement in Equity Shareholders' Funds
Six months to Six months to Year to
30.9.01 30.9.00 31.3.01
Unaudited Unaudited Audited
£000 £000 £000
Loss for the period (12,982) (6,805) (16,152)
New shares issued for cash 4,500 14,532 14,543
Share issue costs (88) (348) (351)
Exchange rate movements 299 - 239
_______ _______ _______
Net (subtraction from)/addition to (8,271) 7,379 (1,721)
equity shareholders' funds
Opening equity shareholders' funds 8,693 10,414 10,414
_______ _______ _______
Closing equity shareholders' funds 422 17,793 8,693
_______ _______ _______
10) Contingent Liability
A claim for up to £4,600,000 for an alleged breach of contract has been made
against the Company, which was rejected and the claim is subject to
arbitration proceedings. Further amounts in respect of this claim were also
made which the Company has been advised were either unsustainable or
irrecoverable in English law. No provision has been included in these
accounts.
11) Post Balance Sheet Event
On 5 October 2001, 44,500,000 Ordinary shares of 1p each were placed at a
price of 14p per share raising £6,080,000 net of issue costs.
12) Copies of this report will be sent to shareholders and are available at
the Company's offices at 35, Berkeley Square, Mayfair, London, W1J 5AB.
27 December 2001
END
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