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We continue to make good progress, with growth in revenue, a strong improvement in profitability, an increase in the order book and positive operating cash flow over a 12 month timeframe.

To build on the momentum achieved thus far, we are looking at a range of opportunities to invest organically and through selective, small acquisitions both in the UK and internationally, made possible by the Group’s improving profit and cash position.

Mike McTighe, Chairman

‘ ‘

2 3

CONTENTS

04. SUMMARY

06. CHAIRMAN’S STATEMENT

10. BUSINESS REVIEW

14. UNAUDITED CONSOLIDATED INCOME STATEMENT

15. UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

16. UNAUDITED CONSOLIDATED BALANCE SHEET

17. UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

19. UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

20. NOTES TO THE UNAUDITED HALF YEAR REPORT

4 5

SUMMARY

WYG, the global project management and technical consultancy, announces its half year results for the six months to 30 September 2013.

Financial overview:• Revenue of £63.9m (H1 2012: £61.8m)• Operating profit* of £1.7m (H1 2012: £0.1m)• Adjusted profit before tax* of £1.4m

(H1 2012: loss of £0.4m)• Adjusted* earnings per share of 1.8p

(H1 2012: loss of 0.8p)• Unrestricted cash after investments as at 30

September 2013 £12.5m (H1 2012: £12.7m)• Order book as at 30 September 2013 £82.6m

(31 March 2013: £77.6m)

*Before separately disclosed items

Key points:• Strong performance with significant improvement

across all key metrics• Revenue showing modest increase• Significant improvement in profitability• Positive operating cash flow over a 12 month period• Investments in growth enabled by strong cash and

good working capital management• Major contract win momentum underpinning growth

in the order book

Current Trading & Outlook:• Following two upgrades in H1, trading in H2 to date is

in line with those revised expectations• UK MOD rebasing programme generating increasing

amounts of work and pipeline of contracts• Work in UK planning and development disciplines

gathering momentum• Strong prospects in international markets

6 7

StrategyWe continue to focus on delivering shareholder value and driving growth throughout the business, leveraging our existing market positions and client relationships to gain access to new markets through partnerships and acquisitions. We aim to make the most of our people’s unique skills and expertise to address and solve a number of select global challenges:

• Fragile States and Stabilisation - working with government and donor clients to create stability and facilitate post-conflict restructuring across many fragile states;

• Preserving the Global Environment - ensuring that the world’s growing population is served with the necessary energy and water infrastructure whilst minimising carbon impact and climate change. This challenge is faced by developed, emerging and third-world economies alike; and

• Urban Development and Connected Cities - developing infrastructure related to population expansion, urbanisation and transportation as the world seeks to become super-connected.

ResultsGross revenue increased to £63.9m (2012: £61.8m) during the period, representing a £4.3m increase in our international revenue offset by a reduction in the UK largely due to the year-on-year impact of our decision to close our loss-making businesses in the Republic of Ireland in 2012.

Following a strong improvement in profitability, the Group made an operating profit before separately disclosed items of £1.7m (2012: profit of £0.1m) and an adjusted profit before tax of £1.4m (2012: loss of £0.4m). On a statutory basis, the Group made a loss before tax of £0.7m (2012: £0.7m).

Earnings per share adjusted to exclude separately disclosed items were 1.8p (2012: loss of 0.8p).

The Group closed the period with unrestricted cash of £12.5m (30 September 2012: £12.7m) and net cash at 30 September 2013 of £15.8m (30 September 2012: £17.1m). We continue to focus on cash generation and the effective management of working capital, seeking to bear down on our key performance indicator of debtor and WIP days. Despite the normal seasonal increase, we have achieved an improvement of 10% compared with the corresponding period representing strong progress towards our target of fewer than 90 days at the year end.

Total Group headcount reduced slightly during the period, closing on 30 September 2013 at 1,306 (31 March 2013: 1,325) reflecting our ongoing review of overhead costs and improved utilisation. However, since the period end, we have seen a marginal net increase in employee numbers as we recruit to meet the increasing demand for our services.

CHAIRMAN’S STATEMENT

IntroductionI am pleased to report that we continue to make good progress, with growth in revenue, a strong improvement in profitability, an increase in the order book and positive operating cash flow over a 12 month timeframe. Trading since the period end has been in line with our own expectations and previously upgraded market forecasts for the full year.

In the UK, we have secured additional business across our core sectors of Defence and Urban Development including several major projects generated by the MOD’s Base Optimisation programme. We are also winning increased levels of planning and enabling work associated with the widely reported increase in activity in the construction and house building sector driven, in part, by the Help to Buy home ownership scheme.

Overseas, success in our diversification initiative in the donor funded market has seen an increasing number of new commissions in our key growth area of supporting stabilisation in Fragile and Conflict Affected States. In addition to our recently announced successes in Southern Africa, we have also secured our first major contract in Libya in support of the UK government’s Department for International Development. As planned, our activity in bonded EU work continues to reduce. However, our involvement in the reconstruction of the Western Balkans under the IPF programme, combined with projects associated with Croatia’s accession to the EU,

has contributed to an overall increase in international revenue, despite an anticipated lull in Poland as they transition into the next seven year funding cycle.

As a result of this increased activity, revenues to date have shown a modest increase compared with the same period last year, reversing the downward trend of recent years. More significantly, the combination of improving operating profit, good working capital management and cash generation at the operating level has enabled us to make a number of targeted investments in line with our growth initiatives strategy. These include an investment in a specialist consultancy that supports our strategic focus on fragile states and stabilisation. This business has an excellent track record with UK government agencies and, in partnership with WYG, has been successful in winning significant amounts of new business. We also completed a number of senior hires to extend our offering and business winning ability in areas such as urban development, social development and airports. On 1 October, immediately following the half year end, we acquired a small but well regarded planning business to enhance our team in Manchester.

Internally, we continue to invest in a select number of programmes to enhance our leadership and management skills and upgrade some of our IT hardware and software, and we have initiated a development programme focussed on delivering greater margins through improved project management and controls.

8 9

DividendWe continue to believe that, in the short term, any cash generated by the Group should be used to take advantage of the opportunities that exist to grow in WYG’s chosen markets and to attract and retain talented employees. However, the Board is keeping this policy under regular review. For the current period, no dividend is proposed (31 March 2013: nil).

OutlookIn the UK, we are now beginning to see the benefits of the UK government’s investment in major infrastructure projects. In particular, its support of the house building sector through the Help to Buy scheme is having a positive effect on our core, front-end disciplines of planning and development.

Overseas, we expect our diversification initiative to drive a continued increase in the opportunities presenting themselves in fragile and developing states which we anticipate will more than offset our decision selectively

to reduce our bonded EU work. In the meantime, we continue to bid for and secure the pipeline of orders that will enable us to build further on our strong market position in selected territories.

Both in the UK and internationally, we are looking at a range of opportunities to invest organically and through selective, small acquisitions made possible by the Group’s improving profit and cash position. As a diverse Group with strong market positions in the geographies and sectors in which we operate, a robust financial position and clear momentum in securing new contract wins, we are confident of delivering full year results in line with recently upwardly revised market expectations.

Mike McTighe, Chairman2 December 2013

10 11

BUSINESS REVIEW

Operationally, the Group is structured, and reports, on a regional basis with the three regions being:

1. UK2. EAA (Europe, Africa, Asia) (which includes CIS and

Western Balkans)3. MENA (Middle East & North Africa including Turkey and

the Gulf)

UK (55.4% of Group Revenue)The UK region generated gross revenue of £35.4m (2012: £37.6m) with an operating profit before separately disclosed items of £0.3m (2012: loss of £0.8m).

In the UK, the diversity of our work in the public, private and donor funded sectors continues to be a key strength of our business. In particular, a strengthening in the house building sector, with increasing revenues across all of our core technical disciplines, has more than compensated for a slight downturn in our work in the retail sector. Our management services, planning, transport, environmental and engineering teams are all working on a number of sizable urban extensions and other significant projects. Revenue in our urban design team has also continued to grow, both in the residential sector and also with a number of significant public sector projects.

Our work with Defence Infrastructure Organisation continues to expand. In particular, work on the £1.6bn

Army Rebasing programme, on which we are joint lead consultant on the assessment studies, is expanding significantly and includes a number of major projects. We currently have approximately 80 consultants working on this programme. In addition, shortly after the period end, we were awarded a major project under the Defence Technical Training Change Programme to manage the construction phase of an estimated £150m two year redevelopment of a major UK base. Our leading position with the Ministry of Justice also continues with our appointment as Technical Adviser for the £250m Wrexham super-prison.

Our education and health sectors remain buoyant; earlier this year we secured the lead designer role for Public Health England to provide facilities to support specialist microbiology research for high containment pathogens. This builds on our market leading expertise in high reliability, secure buildings particularly for University research departments.

Our Energy business continues to grow with increasing revenues across the asset and energy management markets. We are focussed on both the Nuclear Decommissioning Authority (NDA) and Nuclear New Build programmes. We have increasing opportunities on a wide number of NDA sites underpinned by more than 20 years’ experience at Sellafield and are undertaking further transport consultancy work for EDF at Hinkley Point following the UK government’s recent announcement that it is proceeding with this critical energy project.

Our innovative approach to land remediation has been recognised for our work in Northern Ireland with the Maze Long Kesh Development Corporation, established to maximise the economic, historical and reconciliation potential of the 120 hectare former Maze Prison.

Among a number of awards, our Engineers received the Prime Minister’s Better Public Building Award at the 2013 British Construction Industry Awards for their work on Manchester Metropolitan University Business School and Student Hub.

Overall, our UK order book has grown during the period to £39.2m (31 March 2013: £29.3m). Our domestic markets are gradually improving and we look forward to increasing opportunities across a number of sectors as many of our largest clients engage in major procurement exercises in the coming six months.

Europe, Africa and Asia (EAA) (31.0% of Group Revenue)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 period the EAA region generated revenue of £19.8m (2012: £17.0m), with an operating profit before separately disclosed items of £1.2m (2012: £0.6m).

In CEE, WYG strengthened its position as a leading management consultant, training institution, and planning, engineering and environmental consultant, working for both private and public sector clients. Through the Rapid Response Instrument project in Poland

we worked closely with 127 businesses, supporting them with business consultancy and training services. In Romania we delivered a new stream of business involving the outsourcing by government institutions of technical services relating to the utilisation of EU financing, while our Bulgarian staff operated as strategic advisers for the Council of Ministers. In our Russia business we continued to provide selected engineering services, and consultancy services in the Mining sector (through a collaborative joint venture) where activity levels have followed the downward movement in the price of metals.

The Infrastrucure Projects Facility (IPF) programme, in which WYG has played a leading role for more than five years, remained the main driver of profitability in SEE. New sub-projects have been initiated in energy efficiency, renewables and energy transmission in Albania, Bosnia & Herzegovina, and Montenegro. A €10m contract extension to the €12.4m IPF3 contract, which was awarded in 2012, was signed by the contracting authority on 25 November and extends our contracted work to at least 2018. This extension is worth approximately €4m to WYG, and underpins our presence in the region for the foreseeable future. In Croatia, an important feasibility study has started on the Sava River for regulation and development of the river around Zagreb. In line with our strategy of ‘localisation’, we continued to strengthen our regional presence and upgrade local management and delivery capacities. As a result of this strategy, this multi-sector business unit now implements projects in private sector development, EU accession, and governance, and supplements its portfolio of work on IPFs 1, 2 and 3 with work in the energy, water and wastewater, and transport sectors.

12 13

In Africa, WYG began to benefit from the earlier successes in diversifying our client base in the international donor market. During the reporting period we concentrated on developing the South African hub for regional delivery of framework contracts - especially GEFA (Global Evaluation Framework Agreement); and also for local market expansion. Work continued on identifying and preparing projects under DFID’s ‘Climate Resilient Infrastructure Development Facility’ (CRIDF) which aims to build climate resilience into infrastructure planning. Moving forward, the Group will seek to expand its offering across both Western and Eastern Africa.

Public financial management remained an important business stream for WYG in the Asia region, with a portfolio of projects involving diversified funding from the Asian Development Bank (ADB), DFID, EBRD, EU and World Bank. We also completed the ADB ‘Building Climate Resilience in the Pyanj Basin, Tajikistan’ contract. This work has resulted in ADB approving a US$21.6m grant from the Strategic Climate Fund for a project to reduce the adverse effects of climate change in 59 villages in the Pyanj River basin.

Overall, we are well positioned to take advantage of the public and private sector opportunities stemming from Croatia’s entry into the EU and from the new energy in the accession process in other countries of the SEE region. We are also seeing growth in some upstream business (pre-evaluation and pre-feasibility studies) as these countries prepare for the new phase of investments from the 2014-2020 EU budget. We expect these trends to compensate for a possible short term reduction in

large volume opportunities in CEE caused by the end of the current seven year funding cycle and the delays in formalising the new EU Budget.

In addition, having worked hard throughout the period on business development in SEE, we now have a stronger portfolio of opportunities for donor funded and local market work in the region. The results achieved to date in the Africa and Asia regions also allow us to map more confidently a strategy for further market expansion aligned with client diversification and concentration on fragile and conflict affected states.

MENA (13.6% of Group Revenue)The MENA Region (which includes Turkey) contributed revenue of £8.8m (2012: £7.2m) with an operating profit before separately disclosed items of £0.2m (2012: £0.3m).

In our technical & engineering disciplines we have further cemented our position in the market by winning a contract worth €2.5m in Bulancak, Turkey. This is our third major contract in three years assisting the Turkish Ministry of Environment in the supervision and design of water and wastewater infrastructure to meet EU environmental standards. Another significant contract signed recently was the €5m ‘Environment and Climate Regional Accession Network’ project to strengthen regional co-operation between EU candidate and potential candidate countries in the fields of environment and climate action. This is a key precondition for EU accession and will run from mobilisation in October this year to the end of 2016 in Turkey and the Western Balkans.

In our other primary sector, socio-economic consultancy, we have successfully closed out seven major projects within scope and on time. We are also seeing some significant projects being extended or expanded at the request of our clients and are winning new work: for example, an estimated €0.5m project for the Turkish Ministry of Justice and for the Governance Sector in Egypt. We have also qualified under five lots on a major framework contract recruiting short term services for countries outside the EU that benefit from EU aid.

To support our work in both sectors we have established a local bonding facility. Whilst we have the capacity to fund from our own resources the mobilisation costs on many projects, we see the option of selectively offering a bond to enable us to bid larger projects on attractive terms as an important enabler for growth.

However, as in our EAA Region, we have been impacted by the end of the seven year funding cycle and the EU

Budget delays. Consequently, we are working hard on bidding for new projects and ensuring that we are best aligned to make the most of the pipeline of more than €85m of technical and engineering and approximately €250m of socio-economic EuropeAid Projects we expect to be let in the coming months.

In the Gulf region, having secured collaborative arrangements and memorandums of understanding with experienced advisers and local partners, we are actively pursuing opportunities in our core skill areas. With a focussed strategy based on prioritising emerging markets such as Libya and Iraq (Kurdistan) in combination with more established markets where high value relationships have been fostered (Qatar), the business is well positioned to secure significant commissions with both new and existing clients. In Afghanistan our dedicated team working out of Camp Bastion are now concentrating on the base decommissioning programme for combat troop withdrawal by December 2014.

14 15

UNAUDITED CONSOLIDATED INCOME STATEMENTFor the six months ended 30 September 2013

Note

Six months ended 30 September

2013

£’000


2012Restated

£’000

Year ended31 March

2013Audited

Restated£’000

Continuing operations

Revenue 4 63,890 61,756 125,744

Operating expenses (64,337) (62,010) (128,249)

Operating loss* (447) (254) (2,505)

Finance costs 6 (296) (488) (795)

Loss before tax (743) (742) (3,300)

Tax charge 7 (219) (101) (87)

Loss for the period (962) (843) (3,387)

Loss attributable to:

Owners of the parent (959) (843) (3,387)

Non controlling interests (3) - -

(962) (843) (3,387)

Loss per share 8

Basic (1.5p) (1.3p) (5.2p)

Diluted (1.5p) (1.3p) (5.2p)

*Operating loss includes a number of items that are separately disclosed in note 4.

Prior periods have been restated for the adoption of the amended IAS19 Pensions and Employee Benefits in the period to 30 September 2013.

The accompanying notes to the Half Year Report are an integral part of this consolidated income statement.

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the six months ended 30 September 2013


2013

£’000


2012Restated

£’000

Year to 31 March

2013Restated

£’000

Loss for the period (962) (843) (3,387)

Other comprehensive income/(expense):

Net exchange adjustments offset in reserves net of tax (40) (576) (128)

Tax on items taken directly to equity* (47) - -

Remeasurement of net defined pension liability* 203 (201) (310)

Other comprehensive income/(expense) for the period 116 (777) (438)

Total comprehensive expense for the period (846) (1,620) (3,825)

Total comprehensive income attributable to:

Owners of the parent (843) (1,620) (3,825)

Non controlling interests (3) - -

(846) (1,620) (3,825)

*These items will not be reclassified subsequently to profit or loss.Prior periods have been restated for the adoption of the amended IAS19 Pensions and Employee Benefits in the period to 30 September 2013 (see note 17).

16 17

Note

As at 30 September

2013

£’000

As at 30 September

2012Restated

£’000

As at 31 March

2013

£’000

Non-current assets

Goodwill 11 11,785 11,645 11,645

Other intangible assets 12 5,003 5,283 4,610

Property, plant and equipment 12 2,077 2,817 2,361

Deferred tax assets - 327 -

18,865 20,072 18,616

Current assets

Work in progress 26,647 23,558 20,172

Trade and other receivables 22,317 26,388 25,943

Tax recoverable 103 92 67

Cash and cash equivalents 16,931 17,097 19,597

65,998 67,135 65,779

Current liabilities

Trade and other payables (45,371) (45,447) (43,173)

Current tax liabilities (708) (528) (565)

Financial liabilities 14 (1,134) (18) (953)

(47,213) (45,993) (44,691)

Net current assets 18,785 21,142 21,088

Non-current liabilities

Financial liabilities 14 (395) (72) -

Retirement benefit obligation 17 (3,293) (3,672) (3,959)

Deferred tax liabilities (1,364) (1,957) (1,490)

Provisions, liabilities and other charges 13 (15,926) (18,051) (17,817)

(20,978) (23,752) (23,266)

Net assets 16,672 17,462 16,438

Equity attributable to the owners of the parent

Share capital 70 70 70

Hedging and translation reserve 2,018 1,610 2,058

Retained earnings 14,337 15,782 14,310

16,425 17,462 16,438

Non controlling interest 247 - -

Total equity 16,672 17,462 16,438

The period ending 30 September 2012 has been restated for the adoption of the amended IAS19 Pension and Employee Benefits and International Financial Reporting Standards 11 (IFRS11) ‘Joint Arrangements’.

UNAUDITED CONSOLIDATED BALANCE SHEETAs at 30 September 2013

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYFor the six months ended 30 September 2012

Share capital

£’000

Hedging and translation reserve

£’000

Retained earningsRestated*

£’000

Total*

£’000

Balance as at 1 April 2012 70 2,186 15,706 17,962

Loss for the period * - - (843) (843)

Other comprehensive income:

Currency translation differences - (576) - (576)

Remeasurement of net defined pension liability * - - (201) (201)

Other comprehensive income for the period - (576) (201) (777)

Total comprehensive income for the period - (576) (1,044) (1,620)

Share based payments - - 1,120 1,120

Balance at 30 September 2012 70 1,610 15,782 17,462

For the six months ended 31 March 2013

Share capital

£’000

Hedging and translation reserve

£’000

Retained earningsRestated*

£’000

Total*

£’000

Balance as at 1 October 2012 70 1,610 15,782 17,462

Loss for the period - - (2,544) (2,544)


Currency translation differences - 448 - 448

Remeasurement of net defined pension liability * - - (109) (109)

Other comprehensive income for the period - 448 (109) 339

Total comprehensive income for the period - 448 (2,653) (2,205)

Share based payments - - 1,181 1,181

Balance at 31 March 2013 70 2,058 14,310 16,438

*Restated for the adoption of the amended IAS19 Pensions and Employee Benefits (see note 17)

18 19

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (CONT)For the six months ended 30 September 2013

Share capital£’000

Hedging andtranslation

reserve£’000

Retainedearnings

£’000Total£’000

Non controlling

interest£’000

Total equity£’000

Balance at 1 April 2013 70 2,058 14,310 16,438 - 16,438

Loss for the period - - (959) (959) (3) (962)


Currency translation differences - (40) - (40) - (40)

Tax on items taken directly to equity - - (47) (47) - (47)

Remeasurement of net defined benefit pension liability - - 203 203 - 203

Other comprehensive income for the period - (40) 156 116 - 116

Total comprehensive income for the period - (40) (803) (843) (3) (846)

Arising on acquisition of subsidiary - - (395) (395) 250 (145)

Share based payments - - 1,225 1,225 - 1,225

Balance at 30 September 2013 70 2,018 14,337 16,425 247 16,672

UNAUDITED CONSOLIDATED CASH FLOW STATEMENTFor the six months ended 30 September 2013

Note


2013

£’000


2012Restated

£’000

Year ended31 March

2013

£’000

Operating activities

Cash used in operations 15 (1,368) (5,329) (2,644)

Interest paid (284) (483) (763)

Tax paid (101) (101) (171)

Net cash used in operating activities (1,753) (5,913) (3,578)

Investing activities

Purchases of property, plant and equipment (279) (515) (862)

Purchases of intangible assets (computer software) (104) (234) (405)

Purchase of business (441) 166 166

Disposal of subsidiary undertakings (270) (678) (948)

Net cash used in investing activities (1,094) (1,261) (2,049)

Financing activities

Repayment of borrowings - (19) (96)

Repayments of obligations under finance leases - (1) (19)

Net cash used in financing activities - (20) (115)

Net decrease in cash and cash equivalents (2,847) (7,194) (5,742)

Cash and cash equivalents at beginning of period 18,644 24,291 24,291

Effects of foreign exchange rates on cash and cash equivalents - - 95

Cash and cash equivalents at end of period 15,797 17,097 18,644

The period ending 30 September 2012 has been restated for the adoption of the amended IAS19 Pension and Employee Benefits and International Financial Reporting Standards 11 (IFRS11) ‘Joint Arrangements’.

20 21

1. COMPANY DETAILS

WYG plc is incorporated and domiciled in England, the address of its registered office is Arndale Court, Otley Road, Headingley, Leeds, LS6 2UJ. The company’s ordinary shares are traded on AIM, a market operated by the London Stock Exchange plc.

The principal activity of the Group in the period under review was that of international multi-skilled consultant. The Group’s revenue derives mainly from activities in the UK, Eastern Europe, and Middle East & North Africa.

2. BASIS OF PREPARATION

This condensed consolidated interim financial information for the six months ended 30 September 2013 should be read in conjunction with the financial statements for the period ended 31 March 2013, which are available on the Company’s website at www.wyg.com, and have been prepared in accordance with IFRSs as adopted by the European Union. While the financial figures included in this half-yearly report have been computed in accordance with IFRSs are applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as that term is defined in IAS 34.

This condensed consolidated interim financial information was approved for issue on 2 December 2013.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2013 were approved by the Board of Directors on 4 June 2013 and delivered to the Registrar of Companies. The report of the auditors on those

accounts was unqualified and did not contain any statement under Section 498 of the Companies Act 2006.

The condensed consolidated interim financial information has neither been reviewed nor audited.

3. ACCOUNTING POLICIES

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2013, as described in those annual financial statements, with the exception of the adoption of the amended IAS19 Pension and Employee Benefits adopted in the period to 30 September 2013 (see note 17). The Group adopted IFRS 11 ‘Joint Arrangements’ at 31 March 2013 so the period to 30 September 2012 has been restated accordingly. The Group has applied the amendments to IAS 1 titled ‘Presentation of Items of Other Comprehensive Income’. The amendment increases the required level of disclosure within the statement of comprehensive income. Other than the above mentioned presentation changes, the application of the amendments to IAS 1 do not result in any impact on profit or loss, comprehensive income and total comprehensive income.

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

4. DETAILED CONSOLIDATED INCOME STATEMENT

Gross Revenue

£’000

Operating profit/(loss)

Restated£’000

Profit/(loss) before tax

Restated£’000

Six months ending 30 September 2013

Before separately disclosed items 63,890 1,707 1,411

Separately disclosed items - (2,154) (2,154)

Total 63,890 (447) (743)

Six months ending 30 September 2012

Before separately disclosed items 61,756 66 (422)

Separately disclosed items - (320) (320)

Total 61,756 (254) (742)

Year ending 31 March 2013

Before separately disclosed items 125,744 1,502 707

Separately disclosed items - (4,007) (4,007)

Total 125,744 (2,505) (3,300)

Prior periods have been restated for the adoption of the amended IAS19 Pensions and Employee Benefits (see note 17).

Details of separately disclosed itemsSix months ended

30 September 2013£’000


2012£’000

Year ended 31 March

2013£’000

Other credits/(costs) - 1,406 (555)

Share option costs (1,600) (1,250) (2,500)

Amortisation of acquired intangible assets (554) (476) (952)

Separately disclosed items (2,154) (320) (4,007)

The Group has incurred a number of material items in the period and in the prior year, whose significance is sufficient to warrant separate disclosure. The key elements included within separately disclosed items are:

• Period charge in relation to share option costs• Period charge for the amortisation of acquired intangibles• Other credits/(costs) in the comparative periods include the credit arising from the liquidation of the Irish business, employee

termination costs and additional legacy restructuring costs.

NOTES TO THE UNAUDITED HALF YEAR REPORT

22 23

5. SEGMENTAL INFORMATION

IFRS 8 requires segment reporting to be based on the internal financial information reported to the chief operating decision maker. The Group’s chief operating decision maker is deemed to be the senior management team comprising the Chief Executive Officer the Group Finance Director and the Group Commercial Director. Its primary responsibility is to manage the Group’s day to day operations and analyse trading performance.

The Group’s segments are detailed below and are those segments reported in the Group’s management accounts used by the senior management team as the primary means for analysing trading performance. The Executive Committee assesses profit performance using operating profit measured on a basis consistent with the disclosure in the Group accounts.

The Group’s operations are managed and reported by key market segments as follows:• UK• EAA (Europe, Africa and Asia)• MENA (Middle East & North Africa including Turkey)

In the prior periods, Africa and Asia was reported in Rest of World. Comparative figures have been restated accordingly.

The segmental results for the six months ended 30 September 2013 are as follows:

UK£’000

EAA£’000

MENA£’000

Group£’000

Revenue

External sales 35,382 19,761 8,750 63,893

Inter-segment sales (3) - - (3)

External gross revenue 35,379 19,761 8,750 63,890

Result

Operating profit before separately disclosed items 303 1,173 231 1,707

Separately disclosed items (Note 4) (1,821) (224) (109) (2,154)

Operating (loss)/profit (1,518) 949 122 (447)

Finance costs (296)

Loss before tax (743)

Tax (219)

Loss for the period (962)

Loss attributable to non controlling interests (3)

Loss attributable to the owners of the parent (959)

5. SEGMENTAL INFORMATION (CONT)

The segmental results for the six months ended 30 September 2012 are as follows:

UKRestated

£’000

EAARestated

£’000

MENARestated

£’000

GroupRestated

£’000

Revenue

External sales 37,750 16,955 7,181 61,886

Inter-segment sales (130) - - (130)

External gross revenue 37,620 16,955 7,181 61,756

Result

Operating profit/(loss) excluding separately disclosed items (831) 604 293 66

Separately disclosed items (Note 4) (56) (121) (143) (320)

Operating (loss)/profit (887) 483 150 (254)

Finance costs (488)

Loss before tax (742)

Tax (101)

Loss attributable to equity shareholders (843)

Loss attributable to non controlling interests -

Loss attributable to the owners of the parent (843)

6. FINANCE COSTS


2013

£’000


2012Restated

£’000

Year ended 31 March

2013Restated

£’000

Interest on bank loans, guarantees and overdrafts 131 82 183

Interest on bonds 153 401 579

Interest on obligations under finance leases - - 1

Interest related to defined benefit scheme 12 5 32

Total finance costs 296 488 795

Prior periods have been restated for the adoption of the amended IAS19 Pensions and Employee Benefits.

24 25

7. TAx

The tax charge for the period has been calculated by applying the Directors’ best estimate of the effective tax rate for the year with consideration to the geographic location of the profits, to the loss before tax for the period.

8. (Loss)/earNiNgs Per share

The calculation of the basic and diluted earnings/(loss) per share is based on the following data:


2013£’000


2012£’000

Year ended 31 March

2013£’000

Earnings for the purposes of basic and diluted (loss)/earnings per share being profit for the year (959) (843) (3,387)

Adjustment relating to separately disclosed items 2,154 320 4,007

Earnings for the purposes of basic and diluted adjusted earnings/(loss) per share 1,195 (523) 620


2013Number


2012Number

Year ended 31 March

2013Number

Number of shares

Weighted average number of shares for basic earnings per share 64,533,176 64,533,176 64,533,176

Effect of dilutive potential ordinary shares:

Share options - - -

Weighted average number of shares for diluted earnings per share 64,533,176 64,533,176 64,533,176

Loss per share

Basic (1.5p) (1.3p) (5.2p)

Diluted (1.5p) (1.3p) (5.2p)

adjusted earnings/(loss) per share

Basic 1.8p (0.8p) 1.0p

Diluted 1.7p (0.8p) 0.9p

The number of shares used for the calculation of diluted adjusted earnings per share at 30 September 2013 has been increased by 5,802,640 (31 March 2013: 500,000) to reflect the impact of dilutive share options and convertible shares. For periods where the Group was loss making, dilution has no effect on loss per share.

9. DIVIDENDS

No dividend was proposed or paid in the six months to 30 September 2013 (2012: £Nil).

10. BUSINESS COMBINATIONS

In April 2013, Arndale 22 Limited, a 75% owned subsidiary of the Group, acquired the trade and certain of the assets of Upper Quartile LLP, a specialist consultancy practice based in Scotland. Under the terms of the agreement, Upper Quartile LLP continues to be primarily responsible for the performance of its contracts with DFID.

The following table sets out the fair value of the net assets acquired and the resulting goodwill:

Carrying value pre

acquisition £’000

Fair value adjustments

£’000

Total fair value

£’000

Share acquired

%

Acquired fair value

£’000

Trade and other receivables 191 - 191 75 143

Trade and other payables (224) - (224) 75 (168)

(33) - (33) (25)

Goodwill - 140 140 100 140

Customer relationships - 885 885 75 664

Order book - 145 145 75 108

(33) 1,170 1,137 887

Satisfied by:

Cash 441

Contingent consideration 446

887

26 27

11. GOODWILL

£’000

Cost

At 1 April 2012, 1 October 2012 108,708

Disposal of business (45,325)

At 1 April 2013 63,383

Recognised on acquisition of business - current year 140

At 30 September 2013 63,523

Accumulated impairment losses

At 1 April 2012, 1 October 2012 (97,063)

Disposal of business 45,325

At 1 April 2013 and 30 September 2013 (51,738)

Net book value



Goodwill is tested for impairment at the interim and financial year end reporting dates and whenever there are indications that it may have suffered an impairment. Goodwill is considered impaired to the extent that its carrying amount exceeds its recoverable amount, which is the higher of the value in use and the fair value less costs to sell of the cash generating unit to which it is allocated. In the impairment tests of goodwill performed in 2012 and 2013, the recoverable amount was determined based on the value in use calculations.

Management based the value in use calculations on cash flow forecasts derived from the most recent financial forecasts approved by the Board including certain sensitivities, in which the principal assumptions were those regarding sales growth and changes in direct costs.

Following the review at 30 September 2013, management decided that no further impairment was necessary.

12. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Property, plant and equipment

£’000

Intangibleassets£’000

Six months ended 30 September 2012

Opening net book amount as at 1 April 2012 3,206 5,708

Additions 515 234

Disposals (4) -

Disposal of subsidiary undertaking (158) -

Depreciation and amortisation (717) (656)

Exchange differences (25) (3)

Closing net book amount as at 30 September 2012 2,817 5,283

Six months ended 30 September 2013

Opening net book amount as at 1 April 2013 2,361 4,610

Additions 279 104

Arising on acquisition of business - 1,030

Depreciation and amortisation (578) (747)

Exchange differences 15 6

Closing net book amount as at 30 September 2013 2,077 5,003

28 29

13. PROVISIONS, LIABILITIES AND OTHER CHARGES

Claims£’000

Redundancy£’000

Vacant leasehold£’000

Total£’000

At 1 April 2012 7,014 1,583 17,502 26,099

Net impact of disposal of Irish operations (1,604) - (2,453) (4,057)

Utilised during the period (669) (1,331) (1,647) (3,647)

Exchange impact - - (344) (344)

At 30 September 2012 4,741 252 13,058 18,051

At 1 April 2013 4,542 1,302 11,973 17,817

Additional provisions 241 - - 241

Utilised during the period (48) (972) (1,129) (2,149)

Exchange impact - - 17 17

At 30 September 2013 4,735 330 10,861 15,926

ClaimsProvisions are made for current and estimated obligations in respect of claims made by contractors and the general public relating to accident or other insurable risks as a result of the business activities of the Group.

RedundancyProvision is made for current estimated future costs of redundancy and ex gratia payments to be made where this has been communicated to those employees concerned.

Vacant leasehold propertiesThe Group has a number of vacant leasehold properties, with the majority of the head leases expiring within the next five years. Provision has been made for the residual lease commitments together with other outgoings, after taking into account assumptions relating to later periods of vacancy.

14. FINANCIAL LIABILITIES



31 March 2013£’000

Current

Bank overdrafts 1,134 - 953

Obligations under finance leases - 18 -

1,134 18 953

Non-current

Bank loans - 72 -

Redemption liability 395 - -

395 72 -

Financial liabilities are repayable as follows:

On demand or within one year 1,134 18 953

Greater than one year 395 72 -

1,529 90 953

30 31

15. CASH GENERATED FROM OPERATIONS


2013

£’000


2012Restated

£’000

Year ended31 March

2013Restated

£’000

Loss from operations (447) (254) (2,505)

Adjustments for:

Depreciation of property, plant and equipment 578 717 1,331

Amortisation of intangible assets 747 656 1,385

Loss on disposal of property, plant and equipment - 4 344

Share options charge 1,600 1,250 2,500

Gain on acquisition and disposal of subsidiary undertakings - (2,406) (2,406)

Operating cash flows before movements in working capital 2,478 (33) 649

(Increase)/decrease in inventories (6,309) 1,947 5,954

Decrease in receivables 3,924 2,635 3,360

Decrease in payables (1,461) (9,878) (12,607)

Cash used in operations (1,368) (5,329) (2,644)

The period ending 30 September 2012 has been restated for the adoption of the amended IAS19 Pension and Employee Benefits and International Financial Reporting Standards 11 (IFRS11) ‘Joint Arrangements’. The year ended 31 March 2013 has been restated for the adoption of the amended IAS19 Pension and Employee Benefits.

16. ANALYSIS OF NET DEBT

At 1 April 2012

Restated£’000

Cash flows

£’000

Other non-cash items

£’000

At 30 September 2012

Restated£’000

Cash and cash equivalents 24,291 (7,194) - 17,097

Bank loans due after one year (95) 19 4 (72)

Finance leases and hire purchase contracts (19) 1 - (18)

24,177 (7,174) 4 17,007

Cash in restricted access accounts (7,813) 3,507 - (4,306)

16,364 (3,667) 4 12,701

At 1 April2013£’000

Cash flows

£’000

Other non-cash items

£’000

At 30 September 2013£’000

Cash and cash equivalents 18,644 (2,847) - 15,797

Cash in restricted access accounts (3,806) 496 - (3,310)

14,838 (2,351) - 12,487

Other non-cash movements represent currency exchange differences.The prior period has been restated as the Group has adopted International Financial Reporting Standards 11 (IFRS11) ’Joint Arrangements’.

32 33

17. RETIREMENT BENEFIT SCHEMES

The revised standard IAS 19 - Employee Benefits has been adopted as of 1 April 2013. The standard has resulted in the following changes for the Group:

• the same interest rates for plan assets as for plan liabilities have to be applied

• pension scheme administration costs are required to be reclassified from net finance costs to operating costs.

The revised standard has been applied retrospectively for the period to 30 September 2012 and for the year to 31 March 2013.

The impact of the changes on the period ended 30 September 2012 is a £188,000 reduction in operating profit as a result of the requirement to reclassify pension scheme administration costs from net finance costs to operating costs; and a £3,000 increase in profit before tax due to the new requirement for the expected return on assets to be calculated by applying the corporate bond yield discount rate to the balance sheet pension-related assets.

The impact of the changes on the year ended 31 March 2013 is a £311,000 reduction in operating profit as a result of the requirement to reclassify pension scheme administration costs from net finance costs to operating costs; and a £7,000 increase in profit before tax due to the new requirement for the expected return on assets to be calculated by applying the corporate bond yield discount rate to the balance sheet pension-related assets.

18. RELATED PARTY TRANSACTIONS

There have been no changes in the nature of related party transactions as described in the 2013 Annual Report and Accounts and there have been no new related party transactions which have had a material effect on the financial position or performance of the Group in the period to 30 September 2013.

19. AVAILABILITY OF THE HALF YEAR REPORT

Copies of the Half Year Report can be obtained from the Company’s registered office at Arndale Court, Otley Road, Headingley, Leeds LS6 2UJ, and on the Company’s website: www.wyg.com.

we continue to make good progress, with growth in revenue ... · (2012: £37.6m) with an operating...

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