7 Jun 2016 07:00
7 June 2016
WYG plc ("WYG" or the "Group")
Final Results
Strong UK performance, record order book and growth momentum in all regions
WYG plc, the global project management and technical consultancy, announces its audited final results for the year ended 31 March 2016, highlights of which are as follows:
Financial overview:
· Revenue* up 2% to £133.5m (2015: £130.5m)
o Second half revenues of £70.9m were up 5% on H2 2015 (£67.3m)
· Adjusted operating profit** up 24% to £7.2m (2015: £5.8m)
o Adjusted operating margins improved from 4.4% to 5.4% year on year
· Adjusted profit before tax** up 23% to £7.0m (2015: £5.7m)
o Second half adjusted profit before tax** up 29% to £4.9m (H2 2015: £3.8m)
· Profit before tax up 54% to £2.2m (2015: £1.4m)
· Adjusted earnings per share** up 9% to 10.0p (2015: 9.2p)
· Earnings per share 4.0p (2015: 2.9p)
· Total cash net of debt as at 31 March 2016 £0.2m (31 March 2015: £12.3m) after £7.9m investment in acquisitions
· Proposed final dividend of 1.0p (2015: 0.7p) giving a total dividend for the year of 1.5p (2015: 1.0p)
· Eliminated remaining defined benefit pension risk by transferring WYD Pension Scheme to Just Retirement Limited with anticipated return of surplus to WYG
* Including revenue from Joint Ventures
** Before separately disclosed items
Operational overview:
· 15% increase in UK revenue to £96.3m (2015: £83.9m) driven by strong demand for WYG's services across buoyant planning and infrastructure markets, supplemented by acquisitions
· Strong second half performance in our international businesses:
o 20% increase in Europe, Africa & Asia (EAA) revenues to £13.0m (H1 2016: £10.9m)
o 40% increase in Middle East & North Africa (MENA) revenues to £7.7m (H1 2016: £5.5m)
· Strong progress following completion of the strategic review in June 2015:
o New £25m five year committed facility with HSBC
o Acquisitions of FMW Consultancy Limited, North Associates (Cumbria) Limited and Signet Planning Limited creating a top 3 UK planning consultancy
o Appointed Jeremy Beeton and Neil Masom as non-executive directors and expanded the senior management team
o New management incentives approved at the AGM - 12.2m options under the TIP surrendered, equivalent to 17.9% of the issued share capital
· Order book up 43% to £150.1m at 31 March 2016 (31 March 2015: £105.0m) prior to post year end wins
o UK order book up 50.0% to £79.5m (31 March 2015: £53.0m) reflecting buoyant infrastructure and planning markets
o International order book up 35.8% to £70.6m (31 March 2015: £52.0m) demonstrating significant new work now being contracted following EU budget hiatus
· Appointment of Iain Clarkson as Chief Financial Officer
Current Trading & Outlook:
· Trading since the year end is in line with the Board's expectations
· Strong trading performance of UK Region continuing into Q1 2017
· €80m of specific opportunities in pre-accession countries with a further €100m pipeline of potential opportunities
· Growing pipeline of international development opportunities with more than £150m specific opportunities and a longer-term pipeline of £350m major projects and frameworks across Africa supported by committed UK and European budgets
· MENA Region now mobilising on major projects won in 2015/6 with continuing high levels of bidding activity to support future activity in this region
· Launched The Migration Partners, the first private sector consortium formed to address the migration crisis
· Order book for work to be undertaken in the current financial year is £97.0m (2015: £69.2m) providing a sound basis for expectations of revenue growth
· The Board believes WYG's business will not be unduly affected by the UK EU Referendum
Paul Hamer, Chief Executive Officer of WYG plc, commented:
"I am pleased to report on another successful year for WYG in which we have seen continued strong profit growth and a very significant increase in our order book despite the first half of the year being held back by the EU budget hiatus. Having had a very strong finish to the year, we are seeing buoyant conditions across all three of our regions driving continued strong momentum into the new financial year.
"With all regions also showing very substantial order book growth, WYG's total order book at the year end was £150m, an all-time high for the Group. This gives us excellent forward visibility underpinning our confidence that the Group can deliver the further significant growth forecast for the current year."
WYG plc | Tel: 0113 278 7111 |
Paul Hamer, Chief Executive Officer Sean Cummins, Group Finance Director
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MHP Communications John Olsen / Katie Hunt / Ollie Hoare
| Tel: 020 3128 8100
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N+1 Singer (Nomad and Broker) Sandy Fraser / Nick Owen
| Tel: 020 7496 3000
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WH Ireland Limited (Joint Broker) Adrian Hadden / Liam Gribben
| Tel: 020 7220 1666
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Chairman's statement
Introduction
I am delighted to report further positive developments in the long term prospects of the Group. This year we have delivered a 23% increase in adjusted profit before taxation despite a modest 2% increase in revenue which, as explained in our Half Year Report in December 2015, was held back in the first half of the year by the delayed ramp up of the EU funding cycle.
We saw a significant acceleration in both profits and revenue in the second half of the year as we were able to take advantage of a strong UK market, supplemented by acquisitions to strengthen our front end services offering, more than offsetting the initial delays in our international business. With record order coverage now in place, all three reporting segments (UK, EAA and MENA) have strong forward momentum which we expect to continue through the current year.
We have also made demonstrable progress towards delivering our strategy of accelerating future growth through our focus on driving quality revenues from our front-end planning consultancy and international development businesses, WYG's core areas of strength. Since we announced the conclusion of our strategic review in June 2015, we have secured new, substantially increased committed funding, broadened the skills and experience of our Board and put in place, with shareholder approval, a new suite of management incentives which will enhance our ability to deliver on our strategy. We now have greater operational flexibility and have made selective acquisitions to provide access to a wider range of skills and resources, framework agreements and geographical coverage. Predicated on the significant growth in our order book, we anticipate a period of strong organic growth.
Results
Revenue (including our share of Joint Venture revenues) for the full year was up 2% to £133.5m (2015: £130.5m). However, revenue in the second half was up 13% to £70.9m compared with the first half of the year (£62.6m) and up 5% on the second half of 2015 (£67.3m). More pleasingly, revenue was also up 12% in the final quarter of the year compared with the corresponding prior period, providing excellent momentum into the current year.
Adjusted operating profit increased by 24% to £7.2m (2015: £5.8m) representing an adjusted operating margin of 5.4% compared with 4.4% in the prior year. Adjusted profit before tax was up 23% to £7.0m (2015: £5.7m), reflecting a very strong improvement in profitability year on year. On a statutory basis, the Group made a profit before tax of £2.2m (2015: £1.4m). Earnings per share adjusted for separately disclosed items were 10.0p (2015: 9.2p). On a statutory basis, earnings per share were 4.0p (2015: 2.9p).
As at 31 March 2016, the Group's order book stood at £150.1m (2015: £105.0m), 43% higher than at the same point last year which, supported by a strengthening pipeline of opportunities in all our markets, underpins the significant growth we anticipate in 2016/7. All three regions have reported an improving trend with the UK up 50% on the position in March 2015 and Turkey's order book almost three times higher. This excellent performance is expected to progress further during the course of this year.
The Group closed the period with total cash net of debt at 31 March 2016 of £0.2m (31 March 2015: £12.3m) after investing £7.9m in acquisitions, including the deferred consideration payment for Alliance Planning. The year end cash balance was also impacted by the sharp increase in revenue in the final quarter and our increased focus on higher margin UK planning-related disciplines (where the working capital cycle is slightly longer) together with capital investment in upgrades to our offices and IT.
Bank Facility
In July 2015, we secured a new £25 million five-year committed multicurrency revolving credit facility from HSBC offering broad flexibility between debt and bonding requirements. This facility, which gives the Group access to debt for the first time since 2010, ensures that we have the resources with which to fund our accelerated growth ambitions.
Acquisitions
During the year we made three acquisitions. These have reinforced the Group's position as a top three UK planning consultancy and enhanced our front end consultancy offering while supporting our focus on high quality revenues.
We acquired FMW Consultancy Limited, a specialist transport and infrastructure consultancy on 8 June 2015, in a transaction with an enterprise value of £1.4 million, which further improved our status as one of the largest transport and infrastructure planning consultancies in the UK. The acquisition was immediately earnings enhancing and, having been completely integrated into our business, is performing well as part of the Group.
We announced the acquisition of North Associates (Cumbria) Limited together with its subsidiary, Taylor & Hardy Limited, on 30 October 2015 for a maximum total consideration of £5.0 million. This acquisition not only bolstered the Group's status as one of the largest property asset management and planning consultancy businesses in the UK, it also positioned WYG to benefit from some of the anticipated £90 billion of investment planned as part of the development of Britain's Energy Coast in West Cumbria. This team, which is mainly based in Carlisle, has been working closely with our existing Cumbria office to develop an exciting pipeline of opportunities in this region.
On 5 January 2016, we acquired the entire issued share capital of SCA Planning Limited, which trades as Signet Planning, for a maximum enterprise value of £3.7 million. Signet Planning is a fast growing town planning and urban design consultancy with a c.40-strong team and is well positioned to achieve further growth, especially in the London commercial development market, the residential sector generally and through opportunities driven by the UK government's Northern Powerhouse agenda.
We now have more than 135 planning specialists constituting the third largest team in the UK. This leading market position places us well to take advantage of the strong demand we expect for these specialist skills within a buoyant UK market for property and infrastructure development.
New Management Incentives
At the AGM in September 2015, shareholders approved new incentive arrangements which comprised three key elements: an annual bonus scheme with deferred cash and share-based payments, a more standard long term incentive plan (LTIP) with stretching three year EPS and TSR targets, and a retention scheme for other key senior employees. The Company has granted options over 1.4 million ordinary shares under the LTIP and 1.1 million ordinary shares under the retention scheme.
The new schemes replaced the existing Transformation Incentive Plan (TIP) and required 12.2 million options previously awarded under the TIP to be surrendered. The surrender was equivalent to 17.9% of the issued share capital and thus substantially removed the potential dilutive effect of the TIP scheme which had become an impediment to optimising shareholder value. Following the surrender of awards under the TIP (and the lapse of other awards) there are 4.1 million vested and unvested TIP options over ordinary shares.
There are no other options over the Company's ordinary shares.
Pensions
In December 2015, the Trustees of the WYD Pension Scheme reached an agreement to insure the liabilities of the scheme with Just Retirement Limited. The agreement contained an option allowing the Trustees to effect a buy-out of all the WYD Pension Scheme liabilities and on 31 March 2016 they completed the exercise of this option. This eliminated the Group's only remaining exposure to defined benefit pension risk. The process of winding up the WYD Pension Scheme has now commenced.
Dividend
In March 2016 we paid an interim dividend of 0.5p. Subject to the approval of shareholders at the AGM, a dividend of 1.0p will be paid on 28 September 2016 to ordinary shareholders on the register on 2 September 2016, bringing the overall dividend for the year to 1.5p per ordinary share (2015: 1.0p).
The Financial Results are discussed in more detail in the Strategic Report and set out in full in the Financial Statements.
Board changes
Following the strategic review, the Board stated it would take the opportunity to extend the talents, skill sets and connections the Company needs to be more closely aligned to its markets and to ensure it has a board structure to deliver the next phase of growth.
As a result, on 1 October 2015, we announced the appointment of two new non-executive directors. Jeremy Beeton joined us as the senior independent non-executive director with more than 40 years' experience in international business, government, construction and civil engineering. Neil Masom joined us to chair WYG's Remuneration Committee with more than 30 years' experience of working in complex, politically sensitive activities in international, commercial and public sector organisations.
Graham Olver, the Group's Chief Operating Officer, decided to step down from the Board in August 2015. In September, Robert Barr, the Group's senior independent non-executive director retired from the Board having completed the maximum nine years' service on the Board during which he could be deemed to be independent under the UK Corporate Governance Code.
Since then, we announced in December 2015 that after four very challenging yet successful years, Sean Cummins had decided for personal reasons to step down as Group Finance Director. During his time with the Group, Sean has played a key role in WYG's transition to a well funded, independent group and he will leave WYG in a strong position to execute the growth strategy which is at the heart of the next phase of its development.
The Board wishes to take this opportunity to thank Graham, Robert and Sean for their contributions to the transformation of WYG and wish them every success for the future.
We are pleased to announce the appointment today of Iain Clarkson as Chief Financial Officer. Iain joins us from AMEC Foster Wheeler plc where, from 2012 to 2016, he was Finance Director of their Clean Energy Europe Business, a £200 million division with operations in the UK, Central and Eastern Europe and South Africa, employing around 2,200 staff. Iain was previously Finance Director of AMEC plc's nuclear business and its Power & Process Europe divisions. From 2001 to 2007, Iain was Vice President Finance of Westinghouse Electric Company's European nuclear fuel business and then its global nuclear fuel business, where he supported growing the company to become the world's largest nuclear fuel operation with sales of approximately $1bn. Iain, who has a BSC in mathematics, qualified as a chartered accountant (ACA) in 1992. He trained with and worked for Coopers & Lybrand until 1996 when he joined BNFL, first as Head of Finance, New Business Ventures and subsequently as Corporate Finance Manager and then Head of Finance on BNFL's privatisation project.
The UK's EU Referendum
The European Union (in the form of EuropeAid) is the Group's single largest client. As a Board, we have carefully considered the implications of the forthcoming UK referendum on the question of membership of the European Union (EU), or 'Brexit'. We have formed the view that, should there be a vote to leave the EU, it will have no medium term effect on our international business and a very limited effect on the Group as a whole.
As regards our particular market exposure with EuropeAid, our unique 'localisation strategy' developed over the past 12 years of creating local businesses and legal entities in our key markets positions us strongly to maintain all of our existing business and to continue to bid and win future opportunities.
Although much would depend on the type of economic and political relationship that the UK entered into post Brexit, we believe that we would continue to satisfy the eligibility criteria applicable to international public sector procurement frameworks.
We currently bid for the majority of our European work through our well-established Polish, Turkish and Croatian subsidiaries. We believe these will not be affected by Brexit. A relatively small proportion of our contracts are made solely through a UK entity. We do not expect there to be any impact on current contracts and we anticipate that if the UK enters into negotiations to leave the EU, there will be sufficient time for us to realign and reposition ourselves, if necessary, in such a way as to direct all of this business through our localised international subsidiaries so as to maintain our market leading position.
The Board has therefore concluded that, other than as a result of the impact of any wider market uncertainty on all UK businesses, WYG's own business will not be unduly affected by a vote to leave.
Current trading and outlook
In the UK we have again seen strong revenue growth and significant increases in our profitability and order book.
Several major new infrastructure spending programmes have been announced and work on these and other long term projects will fuel our core front end planning and consultancy businesses. We have continued improving our bid to win ratio on long term framework agreements. This has led to an increase in the volume of work on major contracts with core clients, including the UK MoD's Defence Infrastructure Organisation. We believe that our UK business is well positioned to continue its strong growth trajectory.
Although the delay to the new EU funding cycle held back near term growth and profitability in our international regions, particularly in the first half, the EU budget is now being deployed at an accelerated rate making us extremely confident that the short and medium term prospects will show an ongoing and meaningful improvement. Our international business is beginning to mobilise on some of the major, multi-year projects we secured in the second half of last year and, with a very high proportion of the current financial year's projected work already contracted, we anticipate that our teams in EAA and MENA will see a significant increase in revenue over the coming period.
We have made good progress diversifying into fragile and developing states where we mitigate commercial risk by having a broad portfolio of projects, particularly in Central Africa. In this region we expect to deliver further growth and improved financial performance based on our success in winning work funded by the substantial, committed budgets of the UK's Department for International Development (DfID), EuropeAid and other international funding institutions.
Our overall order book for work to be undertaken in the current financial year is £97.0m compared with £69.2m at the corresponding point last year, providing a sound basis for our expectations of revenue growth in the current year.
The excellent results set out in this report reflect the effort, professionalism and dedication of our employees, including almost 300 new staff who have joined the WYG family in the past 12 months, and on behalf of the Board I would like to thank them all for their hard work and contribution.
Business performance review
Our UK business performed extremely well, showing double digit growth in revenue and profitability for the second year in succession with underlying organic revenue growth of more than 10%. The region has also been successful in generating new orders, which underpin expectations for the current financial year and provide a good base for the next year. Competition for talented staff has been intense and shows no sign of letting up. We have therefore made a considerable investment in our resourcing team and the platforms they use to attract skilled employees.
As we have reported on a number of occasions, the slower than anticipated ramp up of the new EU funding cycle impacted our EAA Region in particular during the first half of the year. However, in the second half, we saw a 20% increase in revenue and a good finish to the year with the announcement of the €5.8m Labour Office training programme in Katowice. We are now focussed on winning a proportion of the pipeline of opportunities in the Western Balkans including the next phase of the IPF (Infrastructure Projects Facility).
Our Africa and Rest of World sub-region performed especially well in the final quarter as it closed out a number of major programmes and started work on many of the new projects they have won with DfID, EuropeAid, World Bank and other international finance institutions in the past 12 months.
In our Middle East North Africa (MENA) Region, Turkey delivered revenues which were again lower overall than in the previous financial year. This result masks the fact that in the second half revenue was more than 50% up on the first half, and the order book grew to a level that now means more than 90% of budgeted work for this financial year was secured before 1 April.
Operational review
Operationally, the Group was structured and reported throughout the financial year on a regional basis with the three regions being:
· UK
· Europe (which includes CIS and Western Balkans), Africa & Asia (EAA)
· MENA (Middle East & North Africa including Turkey)
UK (72.2% of Group revenue) - strong growth in revenue, profits and order book
The UK region generated a 15% increase in revenue of £96.3m (2015: £83.9m) with an operating profit before separately disclosed items of £10.3m (2015: £7.7m).
The continued growth in our UK region has been achieved with strong organic performance, supplemented by further strategic acquisitions, strengthening still further our 'front-end' services. With the acquisition of Signet Planning in January, WYG is now one of the three largest planning consultancies in the UK, employing approximately 135 town planners. We continue to perform strongly in the environmental sector, supporting National Grid, the Homes & Communities Agency (HCA), Defence Infrastructure Organisation (DIO) and a number of national house builders.
We continue to support the HCA on numerous site disposals and housing delivery projects. Our urban designers have provided strategic advice to councils in Oxfordshire and South Northamptonshire on major urban expansions. We were reappointed as one of only two planning consultancies nationally, supporting Sainsbury's. We were successful in securing a number of major education schemes including Strule, which is a £100m plus scheme consolidating five existing school campuses in Omagh, Northern Ireland.
We are designing a range of highly specialist laboratories in Wiltshire and are working on the design of the new headquarters for the Square Kilometre Array (SKA) at Jodrell Bank in Cheshire, which will link radio telescopes from South Africa and Western Australia. As one of the largest scientific endeavours being undertaken in the world today, the SKA will bring together a wealth of the world's finest scientists, engineers and policy makers to bring the project to fruition.
Our Management Services team is leading a group of experts drawn from across WYG's disciplines to oversee the refurbishment of City of London Police's flagship Wood Street headquarters. Our transport team have been delivering 'intelligent transport' systems for local authorities and transport and infrastructure solutions for our clients and our transport services capability in the South West has been strengthened by our acquisition of FMW.
The Asset Management discipline has continued to grow this year, adding new services with the acquisition of North Associates, which provides niche strategic asset management services. We have been appointed as technical compliance consultant to the Co-operative Group Limited and have been successful in renewing the Civil Inspection and Topographical Surveying Framework with Sellafield Ltd.
Work to support the DIO has continued and we are working on numerous construction and asset management schemes across the globe. We also assisted the disaster recovery efforts in Nepal on a pro-bono basis, providing project management support to the charity Community Action Nepal immediately after the devastating earthquake. Our lead project manager, Glyn Utting subsequently won a British Expertise award for the support provided.
The outlook for the UK business is very positive indeed with our order book up by 50.0% to £79.5m (31 March 2015: £53.0m) reflecting buoyant infrastructure and planning markets. As we approach the end of the first quarter of the new financial year it is apparent that the acceleration we saw towards the end of the previous period has continued and we are confident that we will enjoy another year of growing revenue and profitability.
Europe, Africa & Asia (17.9% of Group revenue) - impact of delays from EU budget in the first half started to reverse in the second half; strong growth in Africa with DfID
In this region WYG operates through four sub-regional business units - Central and Eastern Europe (CEE), South East Europe (SEE), Africa, and Asia. In the year the EAA region generated revenue of £23.9m (2015: £30.4m), with an operating profit before separately disclosed items of £0.7m (2015: £1.6m).
The year was characterised by our very strong business development performance in Africa, and the delayed onset of projects in markets with a strong link to the EU funding cycle.
In the CEE business unit, Bulgaria was successful in winning a portfolio of transport and other projects. Throughout the CEE business, delays in the release of EU funding impacted the uptake of work. However, towards the close of the year, significant European Structural Funds projects and other opportunities began to emerge. In Poland this delay in funding resulted in a backlog of almost €40 million of opportunities awaiting final decisions in the forthcoming year.
The strongest performer during the year was our SEE business unit which delivered a diversified portfolio of socio-economic and infrastructure projects throughout the region. In addition we continued our successful implementation of the Infrastructure Projects Facility (IPF) in the Western Balkans - a programme with which we have been involved since 2008.
In Africa and Asia, we secured €43m worth of new contract wins, a 66% increase on the prior year, maximising the market development work undertaken in the previous year. Important new projects saw us expanding into areas such the sustainable agriculture sector in Sub-Saharan Africa, support of non-state organisations in Zanzibar, as well as further public financial management and monitoring and evaluation work.
We work in 32 countries in Africa and Asia and are in a unique position to address international governments' concerns over uncontrolled mass migration. With that in mind, we have developed a new business entity, The Migration Partners, bringing together a pan-European consortium with longstanding, deep understanding of, and experience in, each of the fields that will be needed to address this pressing issue. Funding is now being made available through, for example, the European Development Fund which has been increased under the MFF 2014-2020 to €30.5bn (MFF 2007-2013: €22.7bn), and we believe that we are the first private sector entity to engage meaningfully with a number of governments and international institutions to help them address the migration crisis.
Looking forward, the longer term market outlook is very positive. We are well positioned to take advantage of the international development opportunities in Africa and Asia and, with the EU funding cycle beginning to regain momentum, we are looking to expand our business development activities significantly in both SEE and CEE.
MENA (9.9% of Group revenue) - broadly stable in year performance offset by excellent order book growth and cover for FY 2017
In the MENA region we generated revenue of £13.2m (2015: £16.1m) with an operating profit before separately disclosed items of £0.3m (2015: £0.5m). The results in the year reflect the impact of the delay in the release of EU funding within the region, which has only now begun to be allocated.
WYG MENA generates most of its revenue from socio-economic, technical and engineering programmes, the majority of which are funded under the Instrument for Pre-Accession Assistance (IPA) - a component of the MFF 2014-2020.
With more than 60 permanent staff operating in and from Ankara, as well as a network of around 200 associates working throughout the country, we continue to focus on our core strength of socio-economic consultancy, where we are the market leader in Turkey.
Illustrating the variety and scope of what we do, some of the key socio-economic consultancy projects worked on during the year include projects which:
· increase the employability of disadvantaged persons
· provide technical assistance for recruitment of future blood donors
· increase the number of human tissue donors
· increase regional competitiveness
· address enforcement services in prisons
· assist in preventing corruption and promoting ethics
· assist on the Garment Training and Entrepreneurship Initiative (GATE for Women)
· provide advisory services for development of social and environmental investment programmes
· improve the employability of women and young people
In addition, we have maintained our market leading specialism in technical services with particular success in the water and waste water sectors, where we have been awarded a fifth major water project in the city of Kahramanmaraş.
Building on our efforts to increase business diversification we have, in consortium with others, won and started work on our first major transport project namely, "Turkey's National Transport Masterplan". We continue to make good progress with our efforts to identify and pursue eligible opportunities with a range of public and private sector organisations in relation to the soft environment (ie the natural environment, air quality, greenhouse gas emissions, groundwater management, marine strategy etc), infrastructure and in other sectors to achieve our diversification goal.
During the year we worked on a number of new business opportunities with various international development agencies, and we began to work on private sector and other EU-funded projects in the Middle East. These efforts started to yield results towards the end of the financial year and we hope to continue growing in this area.
Continuing last year's trend, the Region has seen a significant increase in tendering activity in the current financial year, resulting in the award of 15 major new projects, winning one in four of the projects we bid, and bringing the total order book as at 31 March 2016 to £24.3m nearly three times what it was at the corresponding time last year (31 March 2015: £8.3m. With more than 90% of our budgeted work for 2017 contracted, we approach the current financial year with a high degree of confidence that the MENA Region will deliver a strong performance.
Financial review
Revenue (including our share of joint venture revenues) was £133.5m (2015: £130.5m), with international revenues accounting for 27.8% (2015: 35.7%) of Group revenue. However, revenue in the second half was up 13% to £70.9m compared with the first half of the year (£62.6m), and up 5% on the second half of 2015 (£67.3m). More pleasingly, revenue was also up 12% in the final quarter of the financial year compared with the corresponding prior period, providing excellent momentum into the current year. Although the proportion of international work has declined for the second year in succession this is as much to do with the significant increase in UK revenue as the continuing impact of delays in implementing the EU programmes financed by the MFF 2014-2020.
Adjusted operating profit increased by 24% to £7.2m (2015: £5.8m) and adjusted profit before tax was up 23% to £7.0m (2015: £5.7m), reflecting a very strong improvement in profitability year on year. In the second half of the year we achieved an operating profit before separately disclosed items of £5.0m (2015: £3.7m), more than double the £2.2m achieved in the first half (2015: £2.1m). The improvement is driven by a combination of improving discipline at the project level together with continued improvements in staff utilisation and control of overhead costs.
On a statutory basis, the Group made a profit before tax of £2.2m (2015: £1.4m). Earnings per share adjusted to exclude separately disclosed items increased to 10.0p (2015: 9.2p). On a statutory basis, earnings per share were 4.0p (2015: 2.9p).
The primary component of finance costs is the charges relating to our bond and banking facilities. We have now completely redeemed or replaced the legacy bonds we had under the more expensive 2009/2010 facility. Finance costs were slightly up at £0.2m (2015: £0.1m) as we have gradually increased our use of less expensive bonds and started to make use of the £25m five year committed bank facility agreed with HSBC in July 2015. Going forward, we expect to make increased use of this facility as a catalyst to fund organic and acquisitive growth.
The Group still has significant losses brought forward in the UK and is likely to pay a reduced rate of UK tax for the foreseeable future. We also generate profit in many of our overseas activities, upon which we pay local corporation tax.
The Group closed the year with total cash net of debt at 31 March 2016 of £0.2m (31 March 2015: £12.3m) after investing £7.9m in acquisitions. Although we benefitted from a one off payment arising from a successful professional negligence claim, other demands on cash have included the planned application of £3.4m towards legacy issues (including ongoing commitments on unoccupied offices), total dividend payments of £0.8m and the costs associated with the strategic review. Cash spending on legacy issues continues to reduce ahead of target and going forward we expect this trend to continue, albeit at a slower rate than in previous years. The year end cash balance was also impacted by the sharp increase in revenue in the final quarter and our increased focus on higher margin UK planning-related disciplines (where the working capital cycle is slightly longer), the impact of a small number of global price contracts noted below together with capital investment in upgrades to our offices and IT.
We place a heavy emphasis on the importance of cash generation and the effective management of working capital - indeed, cash conversion is one of the performance targets under the current bonus schemes for the senior management team. This year we have changed our working capital KPI to an 'after fees in advance' basis, for which the measure as at 31 March 2016 was 81 days (2015: 72 days). The increase is due, in part, to the impact of a small number of large global price EU contracts in respect of which (in line with the relevant contract) we have received no fees during the reporting period but which will close in the first half of the current financial year restoring the working capital position to a level closer to, or better than, our KPI target of 75 days.
As at 31 March 2016, the Group's order book stood at £150.1m (2015: £105.0m) which is made up of UK orders of £79.5m (2015: £53.0m) and international orders of £70.6m (2015: £52.0m) and is 43% higher than that the same point last year. All three regions have reported an improving trend with the UK up 50% on the position in March 2015 and Turkey's order book almost three times higher. This excellent performance is expected to progress further during the course of this year and the record level of orders, supported by a strengthening pipeline of opportunities in all our markets, underpins the significant growth we anticipate in 2016/7.
Conclusion
Having performed strongly in the first half, our UK business delivered even better results in the second, accelerating through the final quarter and creating excellent momentum into the current financial year. We are seeing an increasing flow of work from our major public and private sector clients underpinned by continuing economic growth and infrastructure spending which are the main drivers of our core front-end planning and consultancy business. Our three recent acquisitions have helped to secure the Group's position as a leading UK planning and transport consultant, strengthened our capability in strategic asset management, and will help to augment the growth of our UK activities.
Internationally we continue to make very good progress diversifying into fragile and developing states and we are starting to see good levels of growth, particularly in central Africa. Whilst the delay in the ramp up in the EU funding cycle held revenues back in the first half, we have now started work on some of the significant new multi-year EU related projects won since the start of the financial year which we expect to drive performance during the current year and beyond.
This, combined with our new long term bank facility, improving win rates, increasing profitability and the exceptionally high proportion of current year revenue expectations already in our order book, leaves us well placed to deliver on market expectations for this year and our aspiration of building towards a profit before tax of £15m by 2018.
Mike McTighe
Chairman
7 June 2016
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2016
|
|
|
|
|
|
|
|
|
| 2016 | 2015 |
| Note | £'000 | £'000 |
Continuing operations |
|
|
|
Revenue including share of joint venture revenues |
| 133,482 | 130,464 |
Less share of joint venture revenues |
| (665) | (1,787) |
Revenue | 4 | 132,817 | 128,677 |
Operating expenses |
| (130,377) | (127,538) |
Share of result of joint ventures |
| (17) | 418 |
Operating profit | 3 | 2,423 | 1,557 |
Finance costs |
| (201) | (116) |
Profit before tax |
| 2,222 | 1,441 |
Taxation |
| 608 | 504 |
Profit for the year |
| 2,830 | 1,945 |
Profit/(loss) attributable to: Owners of the parent |
| 2,832 | 1,923 |
Non controlling interests |
| (2) | 22 |
|
| 2,830 | 1,945 |
|
|
|
|
Earnings per share | 5 |
|
|
Basic |
| 4.0p | 2.9p |
Diluted |
| 3.9p | 2.7p |
Operating profit for the year includes net costs of £4.8m (2015: £4.2m) that are separately disclosed in Note 3.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2016
|
| 2016
| 2015
|
|
| £'000 | £'000 |
Profit for the year |
| 2,830 | 1,945 |
Other comprehensive income/(expense): |
|
|
|
Currency translation difference |
| (195) | (798) |
Tax on items taken directly to equity* |
| (572) | - |
Impact of defined pension asset ceiling* |
| 2,060 | (1,995) |
Remeasurement of net defined pension liability* |
| 845 | 1,275 |
Other comprehensive income/(expense) for the year |
| 2,138 | (1,518) |
Total comprehensive income for the year |
| 4,968 | 427 |
Total comprehensive income/(expense) attributable to: |
|
|
Owners of the parent | 4,970 | 405 |
Non controlling interests | (2) | 22 |
| 4,968 | 427 |
* These items will not be reclassified subsequently to the income statement.
BALANCE SHEET
As at 31 March 2016
|
|
|
| |||
|
| 2016 | 2015 | |||
|
| £'000 | £'000 | |||
Non-current assets |
|
|
| |||
Goodwill |
| 18,193 | 13,895 | |||
Other intangible assets |
| 9,295 | 4,836 | |||
Property, plant and equipment |
| 3,181 | 2,307 | |||
Investment in joint ventures |
| 407 | 418 | |||
Investments |
| - | - | |||
Deferred tax assets |
| 1,224 | 511 | |||
|
| 32,300 | 21,967 | |||
Current assets |
|
|
| |||
Work in progress |
| 30,372 | 21,145 | |||
Trade and other receivables |
| 22,842 | 21,027 | |||
Retirement benefit asset |
| 799 | - | |||
Tax recoverable |
| 207 | 81 | |||
Cash and bank balances |
| 8,231 | 12,324 | |||
|
| 62,451 | 54,577 | |||
Current liabilities |
|
|
| |||
Trade and other payables |
| (46,682) | (39,756) | |||
Current tax liabilities |
| (931) | (1,022) | |||
Financial liabilities |
| (3,050) | - | |||
|
| (50,663) | (40,778) | |||
Net current assets |
| 11,788 | 13,799 | |||
Non-current liabilities |
|
|
| |||
Financial liabilities |
| (5,000) | (514) | |||
Retirement benefit obligation |
| (2,356) | (3,014) | |||
Deferred tax liabilities |
| (2,511) | (1,104) | |||
Provisions, liabilities and other charges |
| (5,940) | (8,588) | |||
|
| (15,807) | (13,220) | |||
Net assets |
| 28,281 | 22,546 | |||
|
|
|
| |||
Equity attributable to the owners of the parent |
|
|
| |||
Share capital |
| 73 | 72 | |||
Hedging and translation reserve |
| 385 | 580 | |||
Retained earnings |
| 27,791 | 21,730 | |||
|
| 28,249 | 22,382 | |||
Non controlling interest |
| 32 | 164 | |||
Total equity |
| 28,281 | 22,546 | |||
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 March 2016
|
|
|
|
| Share capital £'000 | Hedging & translation reserve £'000 | Retained earnings £'000 | Total £'000 | Non controlling interest £'000 |
Total equity £'000 |
Balance as at 1 April 2014 | 70 | 1,378 | 18,381 | 19,829 | 258 | 20,087 |
Profit for the year | - | - | 1,923 | 1,923 | 22 | 1,945 |
Other comprehensive (expense)/income: |
|
|
|
|
|
|
Currency translation differences | - | (798) | - | (798) | - | (798) |
Impact of defined pension asset ceiling | - | - | (1,995) | (1,995) | - | (1,995) |
Remeasurement of net defined benefit pension liability | - | - | 1,275 | 1,275 | - | 1,275 |
Other comprehensive expense for the year | - | (798) | (720) | (1,518) | - | (1,518) |
Total comprehensive (expense)/income for the year | - | (798) | 1,203 | 405 | 22 | 427 |
Share based payments charge | - | - | 2,891 | 2,891 | - | 2,891 |
Purchase of treasury shares | - | - | (211) | (211) | - | (211) |
Share issue | 2 | - | - | 2 | - | 2 |
Dividends | - | - | (534) | (534) | (116) | (650) |
Balance at 31 March 2015 | 72 | 580 | 21,730 | 22,382 | 164 | 22,546 |
|
|
|
|
|
|
|
Balance as at 1 April 2015 | 72 | 580 | 21,730 | 22,382 | 164 | 22,546 |
Profit for the year | - | - | 2,832 | 2,832 | (2) | 2,830 |
Other comprehensive (expense)/income: |
|
|
|
|
|
|
Currency translation differences | - | (195) | - | (195) | - | (195) |
Tax on items taken directly to equity | - | - | (572) | (572) | - | (572) |
Impact of defined pension asset ceiling | - | - | 2,060 | 2,060 | - | 2,060 |
Remeasurement of net defined benefit pension liability | - | - | 845 | 845 | - | 845 |
Other comprehensive (expense)/income for the year | - | (195) | 2,333 | 2,138 | - | 2,138 |
Total comprehensive (expense)/income for the year | - | (195) | 5,165 | 4,970 | (2) | 4,968 |
Share based payments charge | - | - | 1,587 | 1,587 | - | 1,587 |
Share issue | 1 | - | - | 1 | - | 1 |
Dividends | - | - | (821) | (821) | - | (821) |
Reduction in minority shareholding | - | - | 130 | 130 | (130) | - |
Balance at 31 March 2016 | 73 | 385 | 27,791 | 28,249 | 32 | 28,281 |
CASH FLOW STATEMENT
For the year ended 31 March 2016
|
|
|
| |||
|
|
|
|
| ||
| Note | 2016 £'000 | 2015 £'000 | |||
Operating activities |
|
|
| |||
Cash (used in)/generated from operations | 8 | (966) | 2,404 | |||
Interest paid |
| (180) | (140) | |||
Tax paid |
| (321) | (250) | |||
Net cash (used in)/generated from operating activities |
| (1,467) | 2,014 | |||
|
|
|
| |||
Investing activities |
|
|
| |||
Purchases of property, plant and equipment |
| (2,092) | (1,372) | |||
Purchases of intangible assets (computer software) |
| (385) | (287) | |||
Purchase of subsidiary undertakings, net of cash acquired (note 7) |
| (7,875) | (1,475) | |||
Net cash used in investing activities |
| (10,352) | (3,134) | |||
|
|
|
| |||
Financing activities |
|
|
| |||
Proceeds on issue of shares |
| 1 | 2 | |||
Purchase of treasury shares |
| - | (211) | |||
Dividends paid to company shareholders (note 6) |
| (821) | (534) | |||
Dividends paid to non controlling interests |
| - | (116) | |||
Drawdown of loan facility |
| 8,000 | - | |||
Net cash generated from/(used in) financing activities |
| 7,180 | (859) | |||
Net (decrease)/increase in cash and cash equivalents |
| (4,639) | (1,979) | |||
Cash and cash equivalents at beginning of year |
| 12,324 | 15,195 | |||
Effects of foreign exchange rates on cash and cash equivalents |
| 546 | (892) | |||
Cash and cash equivalents at end of year | 9 | 8,231 | 12,324 | |||
NOTES TO THE ACCOUNTS
1. GENERAL INFORMATION
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's shares are traded on AIM, a market operated by the London Stock Exchange plc.
The principal activity of the Group during the period ended 31 March 2016 was that of programme, project management and technical consultancy. The Group's revenue derives from activities in the UK and the Group's International division.
The results for the year ended 31 March 2016 have been extracted from audited accounts which have not yet been delivered to the Registrar of Companies. The Financial Statements set out in this announcement do not constitute statutory accounts for the year ended 31 March 2016 or the year ended 31 March 2015. The financial information for the period ended 31 March 2015 is derived from the statutory accounts for that year. The report of the auditor on the statutory accounts for the year ended 31 March 2016 was unqualified and did not contain a statement under Section 498 of the Companies Act 2006.
2. BASIS OF PREPARATION
Of the new standards, amendments and interpretations that are in issue and mandatory for the financial year end to 31 March 2016, there is no financial impact on this condensed consolidated financial report.
Items that are material and whose significance is sufficient to warrant separate disclosure and identification within the consolidated accounts are included within separately disclosed items.
The audited accounts for the year ended 31 March 2016, from which these results have been extracted, have been prepared on a going concern basis.
3. DETAILED CONSOLIDATED INCOME STATEMENT
|
|
|
|
| ||||||
|
|
|
|
| ||||||
| Revenue including share of joint ventures |
Operating profit |
Profit before tax | |||||||
| £'000 | £'000 | £'000 | |||||||
Year ended 31 March 2016 |
|
|
| |||||||
Before separately disclosed items | 133,482 | 7,221 | 7,020 | |||||||
Separately disclosed items | - | (4,798) | (4,798) | |||||||
Total | 133,482 | 2,423 | 2,222 | |||||||
Year ended 31 March 2015 |
|
|
| |||||||
Before separately disclosed items | 130,464 | 5,802 | 5,686 | |||||||
Separately disclosed items | - | (4,245) | (4,245) | |||||||
Total | 130,464 | 1,557 | 1,441 | |||||||
Details of separately disclosed items
| 2016 | 2015 |
| £'000 | £'000 |
Share option costs | (1,475) | (2,924) |
Amortisation of acquired intangible assets | (1,533) | (1,324) |
Other (charges)/credits | (1,790) | 3 |
Separately disclosed items | (4,798) | (4,245) |
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.
· Items included in other (charges)/credits relate to bank refinancing costs, buyout of the WYD pension scheme, restructuring and acquisition related costs net of credits relating to the legal settlement of the 1986 pension scheme and the release of surplus vacant leasehold provisions.
4. SEGMENTAL INFORMATION
Business segments
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 executive management team comprising Paul Hamer (Chief Executive Officer) and Sean Cummins (Group Finance 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 and allocating resources. 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:
· UK;
· EAA (Europe, Africa and Asia);
· MENA (Middle East & North Africa including Turkey).
The segment results for the year ended 31 March 2016 are as follows:
| UK | EAA | MENA | Group |
| 2016 | 2016 | 2016 | 2016 |
| £'000 | £'000 | £'000 | £'000 |
Revenue |
|
|
|
|
External revenue | 96,328 | 23,941 | 13,213 | 133,482 |
Less share of joint venture revenues | - | (665) | - | (665) |
| 96,328 | 23,276 | 13,213 | 132,817 |
Operating profit before central overheads and separately disclosed items | 10,325 | 671 | 258 | 11,254 |
Central overheads |
|
|
| (4,033) |
Operating profit before separately disclosed items |
|
|
| 7,221 |
Separately disclosed items (note 3) |
|
|
| (4,798) |
Operating profit |
|
|
| 2,423 |
Finance costs |
|
|
| (201) |
Profit before tax |
|
|
| 2,222 |
Tax |
|
|
| 608 |
Profit for the year |
|
|
| 2,830 |
Loss attributable to non controlling interests |
|
|
| (2) |
Profit attributable to the owners of the parent |
|
|
| 2,832 |
4. SEGMENTAL INFORMATION CONTINUED
The segment results for the year ended 31 March 2015 are as follows:
| UK
| EAA
| MENA
| Group
|
| 2015 | 2015 | 2015 | 2015 |
| £'000 | £'000 | £'000 | £'000 |
Revenue |
|
|
|
|
External revenue | 83,926 | 30,425 | 16,113 | 130,464 |
Less share of joint venture revenues | - | (1,787) | - | (1,787) |
| 83,926 | 28,638 | 16,113 | 128,677 |
Operating profit before central overheads and separately disclosed items | 7,696 | 1,591 | 450 | 9,737 |
Central overheads |
|
|
| (3,935) |
Operating profit before separately disclosed items |
|
|
| 5,802 |
Separately disclosed items (note 3) |
|
|
| (4,245) |
Operating profit |
|
|
| 1,557 |
Finance costs |
|
|
| (116) |
Profit before tax |
|
|
| 1,441 |
Tax |
|
|
| 504 |
Profit for the year |
|
|
| 1,945 |
Profit attributable to non controlling interests |
|
|
| 22 |
Profit attributable to the owners of the parent |
|
|
| 1,923 |
5. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share is based on the following data:
| 2016 | 2015 |
| £'000 | £'000 |
Earnings for the purposes of basic and diluted earnings per share being profit for the year | 2,832 | 1,923 |
Adjustment relating to separately disclosed items (see note 3) | 4,798 | 4,245 |
Tax impact of separately disclosed items | (599) | (92) |
Earnings for the purposes of basic and diluted adjusted earnings per share | 7,031 | 6,076 |
| 2016 | 2015 |
| Number | Number |
Number of shares |
|
|
Weighted average number of shares for basic earnings per share | 70,638,773 | 65,803,072 |
Effect of dilutive potential ordinary shares: |
|
|
Share options | 1,317,148 | 5,071,767 |
Weighted average number of shares for diluted earnings per share | 71,955,921 | 70,874,839 |
|
|
|
Earnings per share |
|
|
Basic | 4.0p | 2.9p |
Diluted | 3.9p | 2.7p |
|
|
|
Adjusted earnings per share |
|
|
Basic | 10.0p | 9.2p |
Diluted | 9.8p | 8.6p |
The adjusted earnings per share is calculated after excluding separately disclosed items. This more accurately reflects the underlying performance of the Group.
6. DIVIDENDS
The final dividend of 0.7p per share for the year ended 31 March 2015 (2014: 0.5p per share) was paid in November 2015. The interim dividend of 0.5p per share for the year ended 31 March 2016 (2015: 0.3p) was paid in March 2016. These have been recognised as distributions in the year, the amounts recognised during the year were £821,000 (2015: £534,000).
The directors have proposed a final dividend of 1.0p per share for the year ended 31 March 2016 (2015: 0.7p). This has not yet been approved and so is not included as a liability in the accounts.
7. Business Combinations
On 8 June 2015, WYG Environment Planning Transport Limited, a wholly owned subsidiary of the Group, acquired 100% of the share capital of FMW Consultancy Limited.
The following table sets out the provisional fair value of the net assets acquired and the resulting goodwill:
| Carrying value pre acquisition £'000 | Fair value adjustments £'000 | Total fair value £'000 |
WIP | 30 | - | 30 |
Trade and other receivables | 296 | - | 296 |
Trade and other payables | (306) | - | (306) |
Cash | 302 | - | 302 |
Deferred tax | - | (218) | (218) |
| 322 | (218) | 104 |
Goodwill | - | 417 | 417 |
Customer relationships | - | 1,105 | 1,105 |
Order book | - | 42 | 42 |
Total | 322 | 1,346 | 1,668 |
Satisfied by: |
|
|
|
Cash |
|
| 1,121 |
Deferred consideration |
|
| 547 |
Total |
|
| 1,668 |
The deferred consideration is not dependent on the performance of the acquired business.
7. Business Combinations CONTINUED
On 29 October 2015, WYG Management Services Limited, a wholly owned subsidiary of the Group, acquired 100% of the share capital of North Associates (Cumbria) Limited and its subsidiary Taylor and Hardy Limited.
The following table sets out the provisional fair value of the net assets acquired and the resulting goodwill:
| Carrying value pre acquisition £'000 | Fair value adjustments £'000 | Total fair value £'000 |
Property, plant and equipment | 68 | - | 68 |
WIP | 101 | - | 101 |
Trade and other receivables | 213 | - | 213 |
Trade and other payables | (375) | - | (375) |
Deferred tax | - | (517) | (517) |
| 7 | (517) | (510) |
Goodwill | - | 2,355 | 2,355 |
Customer relationships | - | 1,644 | 1,644 |
Order book | - | 1,074 | 1,074 |
Total | 7 | 4,556 | 4,563 |
Satisfied by: |
|
|
|
Cash |
|
| 2,300 |
Deferred consideration |
|
| 2,263 |
Total |
|
| 4,563 |
The deferred consideration is contingent on the future performance of the business and on the collection of certain working capital balances. The amount included above is not expected to be materially different from the ultimate payment.
7. Business Combinations CONTINUED
On 5 January 2016, WYG Environment Planning Transport Limited, a wholly owned subsidiary of the Group, acquired 100% of the share capital of SCA Planning Limited and its trading subsidiary Signet Planning Limited.
The following table sets out the provisional fair value of the net assets acquired and the resulting goodwill:
| Carrying value pre acquisition £'000 | Fair value adjustments £'000 | Total fair value £'000 |
Property, plant and equipment | 98 | - | 98 |
WIP | 80 | - | 80 |
Trade and other receivables | 899 | - | 899 |
Trade and other payables | (1,022) | - | (1,022) |
Cash | 819 | - | 819 |
Deferred tax | - | (413) | (413) |
| 874 | (413) | 461 |
Goodwill | - | 1,526 | 1,526 |
Customer relationships | - | 2,053 | 2,053 |
Order book | - | 122 | 122 |
Total | 874 | 3,288 | 4,162 |
Satisfied by: |
|
|
|
Cash |
|
| 3,508 |
Deferred consideration |
|
| 654 |
Total |
|
| 4,162 |
The deferred consideration is contingent on the future performance of the business and on the collection of certain working capital balances. The amount included above is not expected to be materially different from the ultimate payment
All assets and liabilities including tangible assets were recognised at their respective fair values. The residual excess over the net assets acquired is recognised as goodwill in the accounts.
8. CASH (USED IN)/GENERATED FROM OPERATIONS
|
|
| ||
| 2016 | 2015 | ||
| £'000 | £'000 | ||
Profit from operations | 2,423 | 1,557 | ||
Adjustments for: |
|
| ||
Depreciation of property, plant and equipment | 1,362 | 1,321 | ||
Amortisation of intangible assets | 1,979 | 1,804 | ||
Loss on disposal of property, plant and equipment | 58 | 3 | ||
Share options charge | 1,475 | 2,924 | ||
Operating cash flows before movements in working capital | 7,297 | 7,609 | ||
Increase in work in progress | (7,508) | (1,201) | ||
Decrease in receivables | 365 | 551 | ||
Increase in payables | (1,120) | (4,555) | ||
Cash (used in)/generated from operations | (966) | 2,404 | ||
9. ANALYSIS OF CHANGES IN NET CASH/(DEBT)
|
At |
| Other | At |
| 1 April | Cash | non-cash | 31 March |
| 2015 | Flows | Items | 2016 |
| £'000 | £'000 | £'000 | £'000 |
Cash and cash equivalents | 12,324 | (4,639) | 546 | 8,231 |
Bank loans and overdrafts | - | (8,000) | - | (8,000) |
Net cash/(debt) | 12,324 | (12,639) | 546 | 231 |
Cash in restricted access accounts | (882) | (101) | (87) | (1,070) |
Unrestricted net cash/(debt) | 11,442 | (12,740) | 459 | (839) |
Restricted cash relates to restricted access accounts in WYG International Limited. Other non-cash movements represent currency exchange differences.
ENDS