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Worthington Group (WRN)

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Thursday 29 November, 2012

Worthington Group

Interim Financial Statements

RNS Number : 3789S
Worthington Group PLC
29 November 2012
 



WORTHINGTON GROUP PLC

Interim Financial Statements

for the half year ended

30th September 2012

 

CHIEF EXECUTIVE'S STATEMENT

 

The Company's revenue increased to £111,000 (2011: £47,000) which resulted in a gross profit of £105,000 (2011: loss of £34,000). However, increased Pension costs, being mainly legal fees, of £140,000 (2011: £28,000), plus fees for the fund raising of £600,000 of new capital and loans described later herein, resulted in the Company recording  a net loss for the period of £267,000 (2011: £187,000). This includes non-cash charges in the period of £50,000 (2011: £55,000) in relation to pension scheme finance costs.

 

We are pleased to report that Trimmings by Design, our associated company, continued to trade profitably and the Company recognised a profit of £46,000 (2011: £19,000) in the period. No dividend distribution was received from them in the period (2011: £44,000).

 

Following the demolition of the remaining buildings at the Keighley site, as expected, the rental income reduced to £1,000 (2011: £47,000). The Company is currently in negotiations with the local authority over how to best utilise the now cleared Keighley site. Some land owned by the local authority may need to be included in any planning application. Therefore, before proceeding with an application, it is important that the Company knows what value the local authority place on the parcels of land required for a successful application.

 

In order to fund working capital, on the 9th July 2012, the directors issued 350,000 new ordinary 10p shares at 10.45p each, raising proceeds of £36,575 before costs, for the Company. On 6th August 2012, the directors issued a further 900,000 new ordinary 10p shares at 10.2p each, raising proceeds of £91,800 before costs, for the Company. The subscribers to these new ordinary shares also received warrants to subscribe for 2,500,000 new ordinary shares at 5p each, this subscription price is subject to shareholders approving a capital reorganisation. These warrants are exercisable within 5 years of the dates of subscription of the ordinary shares.

 

In addition, since the period end, the Company has issued £475,000 of Secured Convertible Loan Stock, secured by a first charge on the Company's assets. The Convertible Loan Stock gives holders the right to convert each £1 of Loan Stock into 20 new ordinary shares, within 7 years of issue, this conversion rate is subject to shareholders approving a capital reorganisation. Holders of £13,606.90 of the Convertible Loan Stock have elected in November to convert them into 136,069 new ordinary shares at 10p. The subscribers to the Convertible Loan Stock have also received warrants to subscribe for 9,500,000 new ordinary shares at a price of 5p each, this subscription price is subject to shareholders approving a capital reorganisation. These warrants are exercisable for a period of 5 years from the date of issue.

 

Following completion of the fund raising, as described above, the Pension Scheme funding risk continues to represent the principle risk factor faced by the Company.  We continue to monitor the Pension Scheme investments and liabilities, which represent the key risks to the Company at present. Details of our principal risk factors can be found in the director's report on page 3 of the 2012 Annual Report and Accounts. There have been no significant changes to the principal risks in the half year to 30th September 2012. However, the administrators of Rangers FC have now been replaced by BDO as liquidators and litigants. The Company is still confident that the £3m of Pension Scheme funds, currently held under a court order with regard to an uncompleted loan, will be returned to the Pension Scheme in due course, along with costs.

 

Doug Ware

Chief Executive

29 November 2012                                                                      Website:         www.worthingtongroup.co.uk

 

Enquiries:          Anne Aylesbury, PD Cosec Limited

                        Company Secretary, Worthington Group plc on 020 8940 0963

                        Roland Cornish,  Beaumont Cornish Limited on 020 7628 3396

 

 

 



 

 

This interim report may contain forward-looking statements based on current expectations of, and assumptions and forecasts made by management. Various known and unknown risks, uncertainties and other factors could lead to substantial differences between the actual future results and, financial situation development or performance of the company and the estimates and historical results given herein. Undue reliance should not be placed on forward looking statements which speak only as at the date of this document.  We undertake no obligation publicly to update or revise any forward-looking statements, except as may be required by law.



 

Worthington Group plc

 

Income Statement

for the six months ended 30 September 2012

 

                                                                                                                                               

 

Unaudited

6 months ended

30 September

2012

£'000

 

Unaudited

6 months ended

30 September

2011

£'000

 

Audited

Year ended

31 March

2012

£'000

 

Continuing operations




Revenue

111

47

43

Cost of sales

 (6) 

 (81)

   (115)


____

____

____

Gross profit/(loss)

                     105

 (34)

(72)





Administrative expenses

                   (260)

   (89)

  (165)

Share based payment

-

(61)

(166)

Pension  expenses

                    (140)

(28)

(235)


____

____

____

Operating loss

                    (295)

(212)

            (638)





Investment revenues and management charges

32

                      61

87

Pension finance costs

                     (50)

(55)

(101)

Share of results of associates

46

 19

27

 

____

____

____

Loss before taxation

                   (267)

(187)

(625)





Taxation

       -

         -

       -


____

____

____

Loss on ordinary activities after taxation

                   (267)

         (187)

(625)

 

 

____

____

____

Loss per share












Basic

                 (2.2p)

                (1.6p)

  (5.3p)

--

____

____

____

Fully diluted

N/A

   N/A

  N/A

--

____

____

____









 

 

Statement of Comprehensive Income

 

Unaudited

6 months ended

30 September

2012

£'000

 

Unaudited

6 months ended

30 September

2011

£'000

 

Audited

Year ended

31 March

2012

£'000

 

Loss for the period

 

 

(267)

 

(187)

 

(625)

Actuarial loss on retirement benefit obligation

       -

       -

 (979)


____

____

____

Total comprehensive loss for the period

(267)

(187)

(1,604)


____

____

____





 

 

 

Worthington Group plc

 

Statement Of Financial Position

at 30 September 2012

 


 

Unaudited

30 September

2012

£'000

 

Unaudited

30 September

2011

£'000

 

Audited

31 March

2012

£'000

Non-current assets




Investment Property  

-

4,000

-

Interests in associates

187

134

140

Other financial assets 

    800

    800

    800


_____

_____

_____


 987

 4,934

 940


_____

_____

_____

Current assets




Inventories

4,000

-

4,000

Trade and other receivables

295

74

34

Cash and bank balance  

   101

    455

    264


_____

_____

_____


   4,396   

    529

    4,298


_____

_____

_____

Total assets

5,383

5,463

5,238





Current liabilities




Trade and other payables

(395)

(110)

(106)

Non-current liabilities




Retirement benefit obligation

  (3.928)

   (2,842)

(3,933)


_____

_____

_____

Total liabilities

  (4,323)

    (2,952)

( 4,039)


_____

_____

_____

Net assets

     1,060

   2,511

  1,199


_____

_____

_____

Equity




Called up share capital

1,306

1,181

1,181

Share premium account

9,839

9,836

9,836

Other reserve

10,626

10,626

10,626

Share based payment reserve

166

61

166

Retained earnings

(20,877)

(19,193)

(20,610)


_____

_____

_____

Total equity

       1,060

    2,511

    1,199


_____

_____

_____

 

 

 

 

 

 

 

 

 

Worthington Group plc

 

Statement Of Changes In Equity

for the periods to 30 September 2012

 

 

 







 

 

 

 

Share

capital

£'000

 

Share

premium

£'000

 

Other Reserve £'000

 

Share based Compensation £'000

 

Retained

earnings

£'000

 

Total

equity

£'000








As at 1 April 2011                           11,807                                                                                                                                        9,836                                                                                                             (20,556)           1,087

 

1,181

9,836

10,626

-

(19,006)

2,637

Share based compensation

-

-

-

61

-

61








Total comprehensive income for the period

-

             -

-

-

(187)

  (187)


______

_____

_____

_____

______

_____

As at 30 September 2011

1,181

9,836

10,626

61

(19,193)

2,511








Share based compensation

-


-

105

             -

  105








Total comprehensive income for the

period

-

             -

-

-

    (1,417)

(1,417)


______

_____

_____

_____

______

_____

As at 31 March 2012

1,181

9,836

10,626

166

(20,610)

1,199








Issue of ordinary shares  

125

3

-

-

-

128








Total comprehensive income for the period

-

             -

             -

                   -

(267)

  (267)


______

______

______

______

______

_____

As at 30 September 2012

1,306

9,839

10,626

166

(20,877)

1,060


______

______

______

______

______

_____








 

 

 

 

 

 

 

Worthington Group plc

 

Cash Flow Statement

for the six months ended 30 September 2012

 

 


 

Unaudited

6 months ended

30 September

2012

£'000

 

Unaudited

6 months ended

30 September

2011

£'000

 

Audited

Year ended

31 March

2012

£'000





Cash flow from operating activities




Operating loss for the period

(295)

(212)

(638)

Movement in trade and other receivables

(27)

(38)

(99)

Movement in trade and other payables

145

23

102

Share based payment

-

61

166

Payments to retirement benefit scheme 

    (55)

 (55)

 11


_____

_____

_____

Net cash outflow from operating activities

  (232)

  (221)

   (464)


_____

_____

_____

Cash flows from investing activities




Interest received

32

35

87

Dividend received from associated undertaking

-

44

44

Loans advanced

(264)

-

-

Loans repaid

30

350

350


____

_____

_____

Net cash (used in)/from investing activities

       (202)

   429

     481


_____

_____

_____





Cash flows from financing activities




Proceeds from issue of new shares

128

-

-

Proceeds from new loans

143

-

-


____

_____

_____

Net cash generated by financing activities

      271

   -

     -


_____

_____

_____





 

(Decrease)/increase in cash and cash equivalents

 

(163)

 

208

 

17

 

Cash and cash equivalents at the beginning of the period

 

    264

 

  247

 

  247


_____

_____

_____

Cash and cash equivalents at end of period

    101

     455

     264


_____

_____

_____

 

Cash and cash equivalents comprise cash held at bank.

 




 

 

 

 

 

 

 

 

 

Worthington Group plc

Notes to the Interim Financial Statements for the six months ending 30th September 2012

 

 

1. General Information

Worthington Group plc is a company incorporated in the United Kingdom.The Company has its primary listing on the London Stock Exchange.

 

These condensed interim financial statements were approved for issue on 29 November 2012.  These interim financial statements do not constitute statutory accounts as defined by section 434 of the Companies Act 2006. Full accounts of the company for the year ended 31 March 2012 on which the Auditors gave an unqualified report, have been delivered to the Registrar of Companies.

 

2. Basis of preparation

These condensed interim financial statements for the 6 months ended 30 September 2012 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2012, which have been prepared in accordance with IFRS's as adopted by the European Union.

 

Going Concern

 

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. On this basis, the directors consider it appropriate to prepare the interim financial statements on the going concern basis.

 

3. Significant accounting policies

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended 31March 2012, as described in those financial statements. Any new amended Accounting Standards applicable for the period do not have a significant effect. These accounting policies are expected to be applied for the full year to 31 March 2013.

 

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

4. Segmental analysis

The company only has one operating segment relating to property rental and management of businesses. Disclosure is in accordance with IAS 34. All operations are continuing and in the UK.

 

5. Earnings per share

The calculation of basic and diluted earnings per share is based upon the loss for the period and the weighted average number of shares in issue during the period. There is no difference between basic and diluted earnings per share in either period.

 

 


Unaudited

6 months ended

30 September

2012

No:

Unaudited

6 months ended

30 September

2011

No:

Audited

Year ended

31 March

2012

No:





Weighted average number of shares

  12,240,709

  11,807,013

  11,807,014


_________

_________

_________


 

Unaudited

6 months ended

30 September

2012

Pence

 

Unaudited

6 months ended

30 September

2011

pence

 

Audited

Year ended

31 March

2012

pence





Loss per share 

     (2.2p)

   (1.6p)

     (5.3p)


_____

_____

_____

 

 

 

Worthington Group plc

Notes to the Interim Financial Statements for the six months ending 30th September 2012

 

6. Share capital









Unaudited

Unaudited

Audited


30 September

30 September

31 March


2012

2011

2012


£'000

£'000

£'000





Authorised:




New ordinary shares 10p each




52,736,850 (2011: 52,736,850)

5,274

5,274

5,274


_________

_________

_________





Allotted, called up and fully paid:




New ordinary shares 10p each




13,057,014 ( 2011: 11,807,014)

1,306

1,181

1,181


_________

_________

_________

 

 

On the 9th July 2012 the directors issued 350,000 new ordinary 10p shares at 10.45p each raising proceeds of £36,575 before costs for the Company. On 6th August 2012 the directors issued a further 900,000 new ordinary 10p shares at 10.2p each raising proceeds of £91,800 before costs for the Company. The subscribers to the ordinary shares will also receive 2,500,000 warrants to subscribe for new ordinary shares at 5p each subject to shareholders approving a capital reorganisation. These warrants are exercisable within 5 years of the subscription of the ordinary shares.

                                                               

As at 30 September 2012 options were outstanding in respect of a total of 3,935,671 new ordinary 10p shares exercisable at a price of 11p. In addition warrants to subscribe for 2,500,000 shares at 5p are outstanding at 30 September 2012.

 

In November 2012 the Company issued £475,000 Secured Convertible Loan Stock secured as a first charge on the Company's assets. The convertible gives holders the right to convert each £1 of Loan Stock into 20 new ordinary shares within 7 years of issue. In addition subscribers to the loan stock will also receive 9,500,000 warrants to subscribe for new ordinary shares at a price of 5p each subject to shareholders approving a capital reorganisation. These warrants are exercisable for a period of 5 years from the date of issue.  Holders of £13,606.90 of the loan stock elected to convert it into 136,069 new ordinary shares.

 

 

                                                           

 

 

 

 

 

 Worthington Group plc

Notes to the Interim Financial Statements for the six months ending 30th September 2012

 

7. Directors' Statement of Responsibilities

                    

The Directors confirm to the best of their knowledge:

 

  • The condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

 

  • The interim management report includes a fair review of the information required by DTR 4.2.7R being an indication of important events that have occurred during the first 26 weeks of the financial year and their impact on the condensed set of financial statements and a description of the principal risks and uncertainties for the remaining 26 weeks of the year; and

 

  • The interim management report includes a fair review of the information required by DTR 4.2.8R being disclosure of related party transactions and changes therein since the last annual report.

 

 

 

 

 

By order of the Board   -        Doug Ware

                                      -        David Simpson

                                      

 

 

29 November 2012

 

 

 

8.  Related party transactions

 

Included in other financial assets are loan notes of £800,000 (31 March 2012 - £800,000) due from Trimmings by Design Limited an associated company in which the Company has a 44% interest.  The loan notes are subject to interest at 6.5% amounting to an interest revenue for the period of £26,000 (6 months to 30 September 2011 - £26,000) and as at the period end there was £13,000 (31 March 2012 - £13,000) of unpaid interest within Trade and other receivables.

 

9. Availability of Interim Report

 

A copy of this report is available on the company's website at www.worthingtongroupplc.co.uk. Copies are being sent to shareholders and are also available from The Secretary, Worthington Group plc, 1 The Green, Richmond, Surrey TW9 1PL.

 

 


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