Wellington Market Company plc
("Wellington" or "the Company")
Financial Statements for the year ended 31st December 2012
Chairman's Statement
There have been three main strands to our activities in 2012:
increasing our markets' revenues, reducing debt, and seeking new
income streams. Dealing with our markets first, against a
continuing difficult trading background, our main sites have
performed well with Old Spitalfields, Luton, Morley and
Wellington up to expectations; at
Cornish Market World trading has been more difficult, with further
flooding, but trader fall-off has thankfully stabilised. Ideally we
would like to increase our portfolio of larger indoor markets but
these are few and far between and not easy to acquire. There has
been significant progress in our debt reduction programme although
this will not become apparent until later in 2013; proceeds from
the sale of Clydach and Cleethorpes have been received post year
end. Also heads of terms have been agreed for the sale of certain
investment properties in Wellington. However while our bank has been
and is supportive, and we are operating within all covenants, our
constrained financial position is obviously restrictive.
Malcolm Ball and his team have
been particularly active in the search for new revenue streams;
"events" income is well up at Old Spitalfields particularly from a
tier one Olympic sponsor and we are hopeful of signing a new
important markets management consultancy agreement very shortly.
Encouragingly, our "Kidzworld" attraction adjacent to our Cornish
Markets site has seen a year-on-year improvement in top line
income.
While overall results for 2012 are disappointing, they fail to
reflect the great commitment and efforts of our small team. We are
conscious that they and our shareholders deserve better, but sadly
there are no easy solutions. We will continue to do everything
possible to improve our company's fortunes.
Lord Lee of Trafford DL FCA
Chairman
16 April 2013
Consolidated Profit and Loss Account
at 31 December 2012
2012 2011
£'000 £'000
Turnover - continuing operations 6,932 6,861
Cost of sales (5,729) (5,626)
------------- -------------
Gross profit 1,203 1,235
Administrative expenses
- impairment of tangible fixed assets (100) (593)
- other administrative expenses (870) (801)
------------- -------------
(970) (1,394)
Operating profit
Operating profit before impairment of tangible and 400 434
intangible fixed assets
Impairment of tangible and intangible fixed assets (167)
(593)
Operating Profit/(loss) 233 (159)
Profit on sale of business 27 -
Interest payable (271) (284)
------------- -------------
Loss on ordinary activities before taxation (11) (443)
Tax on loss on ordinary activities (29) 17
------------- -------------
Loss on ordinary activities after taxation (40) (426)
Minority interests (11) 57
------------- -------------
Loss for the financial year (51) (369)
========= =========
Loss per ordinary share (0.67)p (7.10)p
========= =========
Diluted earnings loss per ordinary share (0.67)p (7.10)p
========= =========
All of the activities of the Group are classified as
continuing.
Consolidated Balance Sheet
at 31 December 2012
2012 2011
£'000 £'000
Fixed assets
Intangible assets
- positive goodwill and other intangible assets 151 281
- negative goodwill (112) (170)
Tangible assets 9,378 9,867
----------- -----------
9,417 9,978
----------- -----------
Current assets
Stocks 9 43
Debtors: amounts falling due within one year 640 661
Debtors: amounts falling due after more than one 33
year
Cash at bank and in hand 97 19
----------- -----------
779 723
Creditors: amounts falling due within one year (2,513) (6,439)
----------- -----------
Net current liabilities (1,734) (5,716)
----------- -----------
Total assets less current liabilities 7,683 4,262
Creditors: amounts falling due after more than one (4,241) (509)
year
Provisions for liabilities (231) (205)
----------- -----------
Net assets 3,211 3,548
========= =========
Capital and reserves
Called up share capital 3,000 3,000
Share premium account 250 250
Revaluation reserve 920 1,242
Share based payment reserve 57 53
Profit and loss account (1,047) (1,017)
----------- -----------
Equity shareholders' funds 3,180 3,528
Equity minority interest 31 20
----------- -----------
Total shareholders' funds 3,211 3,548
========= =========
NOTES
1. The calculation of earnings per share for the 12 months to
31st December
2012 is based on the weighted average number of shares
throughout the
period of 5,999,449 (2011: 5,999,449).
2. A preference share dividend of 1.5875
pence per share was paid on the 30th
June 2012 and the 31st December 2012.
3. In common with the majority of other companies, the current
economic
conditions create uncertainty.
The Group has prepared forecasts to 31
March 2014 which show that the Group will be able to operate
within its bank facilities, albeit at times cashflow is tight.
The Group is funded by an overdraft facility and bank loans. The
overdraft is subject to review every 6 months and the bank have
recently confirmed that this will be rolled over to 31 July 2013. At the current date the Group has
repaid £ 721k, of the loan which is due for repayment on
1 April 2013, leaving a balance of
£279k. The bank has agreed to extend the repayment date of this
loan to 30 June 2013, to enable the
Group to complete the realisation of certain non core assets which
will enable it to repay this balance. Indeed, the Group is
currently in discussions to sell another property and heads of
terms have been agreed. The Directors therefore, are confident that
sufficient funds will be realised to repay the majority of this
loan leaving a balance of £75k which will need to be refinanced.
Based on discussions with the Group's bankers the Directors believe
that they will continue to extend facilities should there be any
delay in the timing of these realisations and will provide an
additional facility of £75k from 1 July
2013. Directors have concluded that the above factors
represent a material uncertainty that may cast significant doubt
upon the Group's ability to continue as a going concern.
Nevertheless, after the preparation of forecasts and discussions
with the Group's bankers regarding the renewal of the overdraft and
extension of the loan facilities, the directors have formed a
judgement that, at the time of approving the financial statements,
there is a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for a
period of at least 12 months following the date the accounts are
approved. For this reason, the directors continue to prepare the
financial statements on a going concern basis.
4. The financial information set out above does not constitute
the Group's nor
Company's statutory accounts for the years ended 31st December 2011 and
31st December 2012 but is derived from them. The auditors have reported on
the statutory accounts for both financial years. Their reports were
unqualified and did not contain a statement under section 498(1) to (4) of
the Companies Act 2006.
5. The annual report to shareholders will be sent to all
shareholders week
during the week commencing 22nd April
2013 and will also be available then
on the Company's website www.wellingtonmarkets.co.uk.
The directors of the issuer (Wellington Market Company plc)
accept responsibility for this announcement.