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WYN Wynnstay Group Plc

347.50
-2.50 (-0.71%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Wynnstay Group Plc LSE:WYN London Ordinary Share GB0034212331 ORD 25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -2.50 -0.71% 347.50 340.00 355.00 350.00 347.50 350.00 16,208 09:56:42
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Farm Management Services 735.88M 6.93M 0.3018 11.51 79.77M

Wynnstay Group PLC Half Year Results (6448I)

21/06/2017 7:00am

UK Regulatory


Wynnstay (LSE:WYN)
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TIDMWYN

RNS Number : 6448I

Wynnstay Group PLC

21 June 2017

AIM: WYN

21 June 2017

WYNNSTAY GROUP PLC

("Wynnstay" or "the Group")

Half Year Results

For the six months to 30 April 2017

Key Points

-- Results benefited from greater demand for agricultural inputs over the winter period but were affected by continued subdued trading at pet products business, Just for Pets

-- Revenue of GBP205.32m (2016: GBP193.24m) - increase partly driven by higher commodity prices

-- Adjusted* profit before tax, before goodwill & investment impairment charges, is GBP4.07m (2016: GBP4.08m) - excluding the pet products operation, the Group's performance for the first six months improved year-on-year, with profitability ahead

-- Reported profit before tax, including goodwill & investment impairment charges, is GBP0.13m (2016: GBP4.08m)

- goodwill & investment impairment charges of GBP3.94m (2016: nil) related to Just for Pets

-- Adjusted * earnings per share, before goodwill & investment impairment charges, of 16.84p (2016: 17.22p)

   --     Reported loss per share of 3.38p (2016: earnings per share of 17.22p) 

-- Net debt at period end (a seasonal peak) was GBP8.28m (2016: GBP3.90m). The rise reflected commodity price inflation and consequent higher average working capital utilisation. Ample headroom in debt facilities

   --     Net assets at 30 April 2017 stood at GBP85.03m (2016: GBP85.06m) 
   --     Interim dividend of 4.20p (2016: 4.00p) - an increase of 5.0% 
   --     Agricultural Division - revenue of GBP145.78m, operating profit of GBP1.54m 

- greater demand for many agricultural inputs over the winter period but feed and arable margins remained under pressure across the sector

   -      broad portfolio of products helped to smooth marketplace variations 
   --     Specialist Retail Division - revenue of GBP59.48m, operating profit of GBP2.41m 
   -      improved results at Wynnstay Stores 

- Just for Pets generated a trading loss and a restructuring is underway, with options under consideration

-- The trading backdrop has improved but challenges for the agricultural supply industry remain. Nonetheless, Wynnstay remains well-placed to continue its development

Ken Greetham, Chief Executive of Wynnstay, commented:

"The recovery in farmgate prices drove an improvement in demand for many agricultural inputs over the winter period. Wynnstay's agriculture-related activities, including Wynnstay Stores, have benefited as a result over the first half and show year-on-year progress.

"However, the trading loss at our Just for Pets chain has impacted the Group's overall results and, given this unit's performance, we have recognised a non-cash goodwill and investment impairment charge and are restructuring the operations and reviewing our options for the business.

"Looking forward, we are encouraged by the improvement in farmgate prices for our farmer customers but believe that the rate of recovery for the agricultural supply sector will remain tempered. Nonetheless, Wynnstay is well-positioned to continue its organic and acquisitive growth strategy. The breadth of the Group's activities and strong balance sheet provide a solid foundation for further development over the coming years."

Enquiries:

 
 Wynnstay Group        Ken Greetham, Chief      T: 01691 827 
  plc                   Executive                142 
                        Paul Roberts, Finance    T: 020 3178 6378 
                        Director                 (today) 
 
 KTZ Communications    Katie Tzouliadis         T: 020 3178 6378 
                        / Emma Pearson 
 Shore Capital         Stephane Auton /         T: 020 7408 4090 
  (Nomad and Broker)    Patrick Castle 
 

CHAIRMAN'S STATEMENT

INTRODUCTION

The Group's interim results reflect some easing in trading headwinds for farmers, with an improvement in farmgate prices resulting in a greater demand for many agricultural inputs over the winter period. However feed and arable margins remained under pressure across the sector. Wynnstay's breadth of agricultural activities, including Wynnstay Stores, once again provided a degree of resilience, helping to mitigate the variations across our marketplaces. The most significant impact on the Group's results was weaker trading at our pet products chain, Just for Pets. As we previously reported, this business continued to experience subdued demand, reflecting overall difficult trading conditions, and incurred a trading loss during the period. We have therefore recognised a non-cash goodwill impairment charge of GBP3.88m and are reviewing options for the unit, with restructuring now also underway.

Excluding the pet products operation, the Group's performance for the first six months was better year-on-year, with profitability ahead. However, including the trading loss at Just for Pets, the Group's adjusted* profit before tax, before goodwill & investment impairment charges, is marginally below last year at GBP4.07m (2016: GBP4.08m). The Group's reported profit before tax for the first half, including the impairment charges, is GBP0.13m (2016: GBP4.08m).

An improvement in overall feed sales, which reflected the national picture, was driven by higher demand for dairy feed. However, total volumes in April reduced slightly as the mild weather gave rise to early spring grass, benefiting livestock farmers. We experienced strong demand for spring seed and fertiliser although, as expected, grain trading volumes were behind the previous year after a smaller 2016 harvest.

Within the Retail Division, Wynnstay Stores traded well, with a small increase in like-for like-sales as famers begin to reinvest in their enterprises. The diverse range of products offered by Wynnstay Stores is a key attraction and drives footfall. By contrast, Just for Pets experienced a reduction in like-for-like sales and margins, reflecting high-street pressures and changes in consumer shopping behaviour.

Looking ahead, there is a degree of short term stability as farmgate prices begin to improve. Demand for inputs is expected to remain robust although margin pressure is likely to remain a feature of the industry. However, Wynnstay remains well-placed within the sector with its broad portfolio of products, customer focus and strong balance sheet.

FINANCIAL RESULTS

In order to provide a more representative view of the Group's business performance (non-GAAP alternative performance measures), the Directors provide adjusted figures for profit before tax, operating profit and earnings per share, which take account of non-cash charges for intangible amortisation, share-based payments, and goodwill & investment impairment. A reconciliation table is provided below*. The Directors believe that the non-recurring nature of the goodwill impairment charge supports the presentation of adjusted results and these adjusted results provide a better understanding of the underlying performance of the business.

Revenue for the six months to 30 April 2017 totalled GBP205.32m (2016: GBP193.24m), an increase of 6.25% on the same period last year. The rise is partly attributable to higher commodity prices after a three year period of sustained deflation. The Agriculture Division contributed GBP145.78m (2016: GBP135.18m) to Group revenues, with the Specialist Retail Division contributing GBP59.48m (2016: GBP57.97m). Other activity revenues were GBP0.06m (2016: GBP0.09m).

Operating profit before non-cash charges relating to intangible amortisation, share-based payments, and the goodwill & investment impairments, was flat at GBP4.24m (2016: GBP4.24m). Non-cash charges amounted to GBP4.02m (2016: GBP0.07m), and mainly reflected the goodwill & investment impairment charge of GBP3.94m (2016: nil). This impairment charge is mostly against the carrying value of goodwill attributed to the Just for Pets business. Intangible amortisation and share-based payments amounted to GBP0.08m (2016: GBP0.07m). Reported Group operating profit reduced to GBP0.21m (2016: GBP4.18m).

Operating profit in the Agricultural Division was GBP1.54m (2016: GBP1.82m), with low volumes of traded grain, and margin pressures in other agricultural products, affecting the result. Operating profit in our Specialist Retail operations increased to GBP2.68m (2016: GBP2.40m), reflecting improved results at Wynnstay Stores. The Agricentre business, acquired in October 2015, produced an improved performance during the period. Other activities, which include the charges relating to annual intangible amortisation and share based payments of GBP0.08m (2016: GBP0.07m), incurred an operating loss of GBP0.06m (2016: loss of GBP0.05m).

Net finance costs reduced slightly to GBP0.09m (2016: GBP0.10m) helped by marginally lower average interest rates across the period. With the return to commodity price inflation, we expect average working capital and therefore debt and future finance costs to trend up. The Group retains substantial headroom within its existing debt facilities to accommodate this anticipated increase. April is historically the Group's peak cash requirement period and net debt at 30 April 2017 was GBP8.28m (2016: GBP3.90m), reflecting higher levels of working capital utilisation in the first half.

Adjusted profit before tax, before goodwill amortisation and share-based payments of GBP3.94m, is marginally below last year at GBP4.07m (2016: GBP4.08m), reflecting the trading loss at Just for Pets. Earnings per share before the goodwill & investment impairment charge was 16.84p (2016: 17.22p) - see table below *. As the impairment charge is likely to be disallowable for tax purposes, a tax charge for the period has been provided on this basis. This has resulted in a loss per share of 3.38p (2016: earnings per share of 17.22p) based on the reported loss after taxation of GBP0.66m for the period (2016: profit of GBP3.34m).

Net assets at 30 April 2017 were GBP85.03m (2016: GBP85.06m). This represents approximately GBP4.36 per share (2016: GBP4.38 per share), with the weighted average number of shares in issue during the period at 19.49m (2016: 19.39m).

*Alternative performance measures

Adjusted profit before tax

 
                                        Six months    Six months 
                                          ended 30         ended 
                                        April 2017      30 April 
                                                            2016 
                                       GBPmillions   GBPmillions 
 Profit before tax                            0.13          4.08 
 Goodwill and investment impairment           3.94             - 
                                      ------------  ------------ 
  Adjusted profit before tax                  4.07          4.08 
                                      ------------  ------------ 
 

Operating profit before non-cash charges

 
                                        Six months    Six months 
                                          ended 30         ended 
                                        April 2017      30 April 
                                                            2016 
                                       GBPmillions   GBPmillions 
  Operating profit per published 
   accounts                                   0.22          4.17 
 Intangible amortisation and 
  share-based payments                        0.08          0.07 
 Goodwill and investment impairment           3.94             - 
 
  Operating profit before non-cash 
   charges                                    4.24          4.24 
 

Earnings per share before goodwill and investment impairment charges

 
                                         Six months   Six months 
                                              ended        ended 
                                           30 April     30 April 
                                               2017         2016 
 
 (Loss)/earnings attributable 
  to shareholders (GBPmillions)              (0.66)         3.34 
 Weighted average number of 
  shares in issue (number millions)           19.49        19.39 
 (Loss)/ earnings per share                 (3.38p)       17.22p 
--------------------------------------  -----------  ----------- 
 
  (Loss)/earnings attributable 
   to shareholders (GBPmillions)             (0.66)         3.34 
   Add back Goodwill and investment 
    impairment (GBPmillions)                   3.94            - 
 Earnings attributable to shareholder 
  after impairment                             3.28         3.34 
 Weighted average number of 
  shares in issue (number millions)           19.49        19.39 
 Earnings per share after impairment 
  charges                                    16.84p       17.22p 
--------------------------------------  -----------  ----------- 
 

DIVID

The Board is pleased to declare an increased interim dividend of 4.20p per share (2016: 4.00p), a rise of 5% year-on-year. The interim dividend is in line with our progressive policy and will be paid on 31 October 2017 to shareholders on the register at the close of business on 29 September 2017. As in previous years, a Scrip Dividend alternative will also be available, with the last day for election for this scheme being 17 October 2017.

REVIEW OF OPERATIONS

AGRICULTURE

The last two years have been particularly challenging for livestock and arable farmers. Pleasingly there has been some improvement in grain and milk prices since the autumn of 2016, although they have not recovered to levels previously attained. The improvement in output prices has lifted farmer confidence, and helped to generate greater demand for most inputs, and Wynnstay has benefited from the increased volume of feed and arable products although pressure on margins continued.

Feed Products

Strong demand for feed products over the winter months led to an overall increase in feed volume in the first half year-on-year, reflecting the national trend. The early 2017 spring tempered feed demand and, in April, total volumes reduced mainly reflecting the decrease in sheep feed. This contrasted with April volumes last year, which benefited from the inclement weather conditions. The improved milk price supports ongoing demand for dairy feed as producers return to more traditional feeding patterns.

The range of our feed products, which cater for both ruminant and monogastric livestock, along with our blended feed and traded straight feeds, are key features of this business, and the breadth and depth of our operations help to mitigate the effects of volatility within the sector.

As expected the state-of-the-art bagging facility, which we commissioned ahead of the winter period, helped to improve supply chain efficiencies of bagged product direct to farm and through the network of retail stores.

Glasson Grain

Glasson performed well in the first half. Fertiliser volumes increased significantly although margins remained under pressure. Sales of traded materials and specialist products were slightly lower than the previous year but the business remains well placed in the market.

Arable Products

The smaller grain harvest from the 2016 season limited the volume of cereals marketed through the GrainLink and Woodheads businesses and, as a result, the contribution from these activities was below last year's level. Arable crops have benefitted from recent rainfalls which should support prospects for a good 2017 harvest although it is still too early in the season to make firm predictions.

Demand for fertiliser was strong over the winter period as farmers ordered ahead of anticipated price increases. Helped by an early spring, overall Group volumes exceeded the previous year.

Sales of cereal seed were also buoyant although slightly lower in volume than the record performance achieved in 2016. There is ongoing demand for herbage seed and agrochemicals as we enter the busy spring growing season.

SPECIALIST RETAIL

Wynnstay Stores

Wynnstay Stores provide a valuable route to market for our agricultural products and the stores also help to cement our customer relationships. Like-for-like sales, adjusted for inflation, improved by over 2% in the period. There was a strong performance from key agricultural products, reflecting improved farmer sentiment as they invested in their businesses. This was particularly evident in increased demand for milk powders, animal health and hardware products.

We continue to invest in the infrastructure of the operations. We completed the refurbishment of our store at Craven Arms, Shropshire, in the period, and we will be relocating our store in Ruthin, Denbighshire, during the summer.

Just for Pets

As previously reported, certain stores at Just for Pets did not deliver the expected performance and, overall, trading remained subdued. This resulted in a loss from the chain during the first half. Operating 25 stores, Just for Pets remains a relatively small part of the Group compared to our core agricultural activities and, accordingly, the Board is reviewing the options for the business unit and is implementing restructuring measures in the second half. A goodwill impairment of GBP3.89m for the goodwill value of the asset has been accounted for in the period.

JOINT VENTURES AND ASSOCIATES

Results from the Group's joint ventures and associate companies are not included in this half yearly report. They will, as usual, be consolidated into Wynnstay's full year results.

OUTLOOK

It is encouraging to see an improvement in output prices for our farmer customers. However the current oversupply of many commodities in the Global market and the negotiations for the UK's exit from the European Union will bring further challenges for many farming enterprises. Nonetheless the strategic and environmental importance of UK agriculture should provide a foundation for an increasingly efficient industry in which a focus on productivity will remain a major consideration for many customers.

All this provides for a challenging backdrop for the agricultural supply industry and will affect the rate of recovery of the supply sector. However Wynnstay is well-placed to continue its organic and acquisitive growth strategy. In addition, it is actively addressing the issues at Just for Pets. The breadth of our activities, our talented team and strong balance sheet provide firm foundations for the Group's further development over the coming years.

Jim McCarthy

Chairman

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 April 2017

 
                                         Unaudited     Unaudited       Audited 
                                        six months    six months    year ended 
                                             ended         ended    31 October 
                                          30 April      30 April          2016 
                                              2017          2016 
                                Note       GBP'000       GBP'000       GBP'000 
-----------------------------  -----  ------------  ------------  ------------ 
 
 Revenue                                   205,315       193,237       368,143 
 Cost of sales                           (176,270)     (164,781)     (310,750) 
-----------------------------  -----  ------------  ------------  ------------ 
 Gross profit                               29,045        28,456        57,393 
 
 Manufacturing, distribution 
  and selling costs                       (21,655)      (21,131)      (45,522) 
 
   Administrative expenses                 (3,337)       (3,268)       (4,889) 
 
   Other operating 
   income                        9             183           187           454 
-----------------------------  -----  ------------  ------------  ------------ 
 Group operating 
  profit before intangible 
  amortisation share-based 
  payment costs                              4,236         4,244         7,436 
 
 Intangible amortisation 
  and share-based 
  payment costs                               (82)          (69)          (78) 
-----------------------------  -----  ------------  ------------  ------------ 
 Group operating 
  profit after intangible 
  amortisation and 
  share-based payment 
  costs                                      4,154         4,175         7,358 
 Goodwill and investment 
  impairment                     10        (3,942)             -             - 
 Group operating 
  profit                                       212         4,175         7,358 
 
 Interest income                                 8            18            69 
 Interest expense                             (95)         (118)         (209) 
 
 Share of profits 
  in associates and 
  joint ventures                 2               -             -            93 
 Share of tax incurred 
  in associates and 
  joint ventures                                 -             -          (26) 
 
 Profit before taxation                        125         4,075         7,285 
 
 Taxation                        4           (784)         (735)       (1,456) 
 
 Profit for the period                       (659)         3,340         5,829 
-----------------------------  -----  ------------  ------------  ------------ 
 
 
 Earnings per 25p 
  share before impairment 
  charges                        5          16.84p        17.22p        30.01p 
 Diluted earnings 
  per 25p share before 
  impairment charges             5          16.53p        17.14p        29.81p 
 (Loss)/earnings 
  per 25p share                  5         (3.38p)        17.22p        30.01p 
 Diluted (Loss)/earnings 
  per 25p share                  5         (3.38p)        17.14p        29.81p 
-----------------------------  -----  ------------  ------------  ------------ 
 

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEET

As at 30 April 2017

 
                                         Unaudited     Unaudited       Audited 
                                          as at 30      as at 30         as at 
                                        April 2017    April 2016    31 October 
                                                                          2016 
                                Note       GBP'000       GBP'000       GBP'000 
-----------------------------  -----  ------------  ------------  ------------ 
 Assets 
 Non-current assets 
 Goodwill                       11          14,266        18,142        18,147 
 Investment property                         2,372         2,372         2,372 
 Property, plant and 
  equipment                                 20,279        19,312        20,535 
 Investments                                 3,397         3,580         3,457 
 Intangibles                                   102           117           109 
-----------------------------  -----  ------------  ------------  ------------ 
                                            40,416        43,523        44,620 
-----------------------------  -----  ------------  ------------  ------------ 
 Current assets 
 Inventories                                36,265        34,016        31,344 
 Trade and other receivables                63,212        57,457        50,316 
 Financial assets - 
  loans to joint ventures                    2,786         2,802         2,786 
 Cash and cash equivalents      12              22         2,762        10,111 
 
                                           102,285        97,037        94,557 
-----------------------------  -----  ------------  ------------  ------------ 
 Total assets                              142,701       140,560       139,177 
 
 Liabilities 
 Current liabilities 
 Financial liabilities 
  - borrowings                             (6,014)       (2,948)       (2,626) 
 Trade and other payables                 (47,953)      (47,519)      (44,750) 
 Current tax liabilities                   (1,128)       (1,107)         (905) 
 
                                          (55,095)      (51,574)      (48,281) 
-----------------------------  -----  ------------  ------------  ------------ 
 Net current assets                         47,190        45,463        46,276 
-----------------------------  -----  ------------  ------------  ------------ 
 
 
 Non-current liabilities 
 Financial liabilities 
  - borrowings                             (2,286)       (3,711)       (3,202) 
 Trade and other payables                        -             -         (388) 
 Deferred tax liabilities                    (289)         (220)         (358) 
 
                                           (2,575)       (3,931)       (3,948) 
-----------------------------  -----  ------------  ------------  ------------ 
 Total liabilities                        (57,670)      (55,505)      (52,229) 
-----------------------------  -----  ------------  ------------  ------------ 
 Net assets                                 85,031        85,055        86,948 
-----------------------------  -----  ------------  ------------  ------------ 
 
 
 Equity 
 Share capital                  6            4,883         4,862         4,874 
 Share premium                              29,065        28,679        28,848 
 Other reserves                              3,008         2,932         2,933 
 Retained earnings                          48,075        48,582        50,293 
 
 Total equity                               85,031        85,055        86,948 
-----------------------------  -----  ------------  ------------  ------------ 
 

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended 30 April 2017

 
                                         Share      Share       Other    Retained     Total 
                                       capital    premium    reserves    earnings    equity 
                               Note    GBP'000    GBP'000     GBP'000     GBP'000   GBP'000 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 
 Balance at 1 November 
  2015                                   4,848     28,439       2,890      46,678    82,855 
 Profit for the period                       -          -           -       3,340     3,340 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Total comprehensive 
  income for the period                      -          -           -       3,340     3,340 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Transactions with 
  owners of the company, 
  recognised directly 
  in equity 
 Shares issued during 
  the period                                14        240           -           -       254 
 Own shares acquired 
  by ESOP trust                              -          -        (20)           -      (20) 
 Dividends                                   -          -                 (1,436)   (1,436) 
 Equity settled share-based 
  payments transactions                      -          -          62           -        62 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Total contributions 
  by and distributions 
  to owners of the 
  Group                                     14        240          42     (1,436)   (1,140) 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 At 30 April 2016                        4,862     28,679       2,932      48,582    85,055 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 
   Profit for the period                     -          -           -       2,489     2,489 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Total comprehensive 
  income for the period                      -          -           -       2,489     2,489 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Transactions with 
  owners of the company, 
  recognised directly 
  in equity 
 Shares issued during 
  the period                                12        169           -           -       181 
 Dividends                                   -          -           -       (778)     (778) 
 Equity settled share-based 
  payments transactions                      -          -           1           -         1 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
  Total contributions 
   by and distributions 
   to owners of the 
   Group                                    12        169           1       (778)     (596) 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 At 31 October 2016                      4,874     28,848       2,933      50,293    86,948 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Profit for the period                       -          -           -       (659)     (659) 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Total comprehensive 
  income for the period                      -          -           -       (659)     (659) 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 Transactions with 
  owners of the company, 
  recognised directly 
  in equity 
 Shares issued during 
  the period                      6          9        217           -           -       226 
 Dividends                        7          -          -           -     (1,559)   (1,559) 
 Equity settled share-based 
  payments                       14          -          -          75           -        75 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
  Total contributions 
   by and distributions 
   to owners of the 
   Group                                     9        217          75     (1,559)   (1,258) 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 At 30 April 2017                        4,883     29,065       3,008      48,075    85,031 
----------------------------  -----  ---------  ---------  ----------  ----------  -------- 
 

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 April 2017

 
                                            Unaudited                   Unaudited                  Audited 
                                           six months                  six months               year ended 
                                                ended                       ended               31 October 
                                             30 April                    30 April                     2016 
                                                 2017                        2016 
                                   Note       GBP'000                     GBP'000                  GBP'000 
--------------------------------  -----  ------------  --------------------------  ----------------------- 
 
 Cash flow from operating 
  activities 
 Cash (used in) / generated 
  from operations                   13        (9,372)                     (3,033)                    8,897 
 Interest received                                  8                          18                       69 
 Interest paid                                   (95)                       (118)                    (209) 
 Tax paid                                       (630)                       (561)                  (1,346) 
 
 Net cash flows from 
  operating activities                       (10,089)                     (3,694)                    7,411 
--------------------------------  -----  ------------  --------------------------  ----------------------- 
 
 Cash flows from investing 
  activities 
 Proceeds on sale of 
  property, plant and 
  equipment                                        63                         121                      224 
 Purchase of property, 
  plant and equipment               13        (1,075)                       (603)                  (2,748) 
 Proceeds on sale of 
  investments                                       -                         100                      290 
 Purchase of intangibles                            -                           -                      (3) 
 Own shares acquired 
  by ESOP Trust                                     -                        (20)                     (20) 
 
 
   Net cash used by investing 
   activities                                 (1,012)                       (402)                  (2,257) 
--------------------------------  -----  ------------  --------------------------  ----------------------- 
 
 Cash flows from financing 
  activities 
 Net proceeds from the 
  issue of ordinary share 
  capital                                         226                         254                      435 
 Finance lease principal 
  repayments                                    (574)                       (320)                    (849) 
 Repayments of borrowings                       (416)                     (1,400)                  (2,162) 
 Dividends paid to shareholders               (1,559)                     (1,436)                  (2,214) 
 
 Net cash generated 
  from financing activities                   (2,323)                     (2,902)                  (4,790) 
--------------------------------  -----  ------------  --------------------------  ----------------------- 
 
 Net (decrease)/increase 
  in cash and cash 
  equivalents                                (13,424)                     (6,998)                      364 
 Cash and cash equivalents 
  at beginning of period                       10,111                       9,747                    9,747 
 
 Cash and cash equivalents 
  at end of period                  12        (3,313)                       2,749                   10,111 
--------------------------------  -----  ------------  --------------------------  ----------------------- 
 

WYNNSTAY GROUP PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

   1.     Basis of preparation 

The Interim Report was approved by the Board of Directors on 20 July 2017.

The condensed financial statements for the six months to the 30 April 2017 have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting except as disclosed in note 2.

The financial information for the Group for the year ended 31 October 2016 set out above is an extract from the published financial statements for that year which have been delivered to the Registrar of Companies. The auditors' report on those financial statements was not qualified and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006. The information contained in this document does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The financial information for the six months ended 30 April 2017 and for the six months ended 30 April 2016 is unaudited.

The condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements for year ended 31 October 2016, which have been prepared in accordance with IFRS as adopted by the EU.

The Directors have prepared the condensed consolidated interim financial statements on a going concern basis, having satisfied themselves from a review of internal budgets and forecasts and current banking facilities that the Group has adequate resources to continue in operational existence for the foreseeable future.

   2.   Consolidation of share of results in joint ventures and associates 

As the Group has a policy of using audited accounts for the consolidation of its share of the results of joint venture and associate activities, no such consolidation has occurred during the six months to 30 April 2017. Although this is not in accordance with IFRS the impact on the financial statements is not material. Relevant results will be accounted for during the second half of the financial year.

3. Significant accounting policies

The condensed financial statements have been prepared on an historical cost basis or fair value basis as appropriate.

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 October 2016. A copy of these financial statements is available from the Company's Registered Office at Eagle House, Llansantffraid, Powys SY22 6AQ.

New Standards issued but not yet effective

At the date of authorisation of these interim statements, the following relevant major standard were in issue but not yet effective. The Directors anticipate that the Group will adopt these standards on their effective dates:

.

 
                                         Effective 
                                          for accounting 
                                          periods commencing 
                                          on or after 
 
 IFRS 15 Revenue from Contracts with     1 January 
  Customers                               2018 
 
                                         1 January 
 IFRS 9 Financial Instruments             2018 
 
                                         1 January 
 IFRS 16 Leases                           2019 
 

It is considered that the above standards and amendments, with the exception of IFRS 16 'Leases', will not have a significant effect on the results of the Group or Company.

IFRS16 is effective for accounting periods beginning on or after 1 January 2019. The Directors are currently reviewing the level of the Group's leasing arrangements that would be brought within scope of IFRS16. At the date of signing the interim statement the Directors are not yet in a sufficiently advanced stage of their reviews to be able to quantify any financial impact from this standard.

The accounting policies applied by the Group in these condensed consolidated interim statements are substantially the same as those applied by the Group in its consolidated financial statements for the 12 months ending 31 October 2016. There have been a number of minor changes to standards which became applicable for the year ended 31 October 2017, none of which have been assessed as having a significant impact on the Group.

   4.     Taxation 

The tax charge for the six months ended 30 April 2017 and 30 April 2016 is based on an apportionment of the estimated tax charge for the full year.

The effective tax rate is 627% (2016: 18.03%) which is higher than the standard rate of 19.50% (2015: 20%).

During this period the Group has goodwill and investment impairment charges of GBP3,942,194 and these are likely to be disallowable for tax purposes. The effective tax rate excluding the Goodwill and Investment impairment is 19.30% because it excludes certain items of income and expense that are taxable or deductible in other years. Reductions in the UK corporation tax rate to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015. An additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the Group's future current tax charge accordingly. The deferred tax liability at the balance sheet date has been calculated at 17%.

   5.     Earnings per share 

Earnings per share before impairment have been calculated based on the profit attributable to ordinary shareholders of GBP3,282,799 (six months ended 30 April 2016: profit of GBP3,339,926) and after impairment charges a loss of GBP659,395 and the weighted average number of shares in issue of 19,495,387 (2016: 19,392,684). Diluted earnings per share are based on the aggregate weighted average number of shares and all potential shares adjusted for their proposed issue price, of 19,860,730 (2016: 19,489,260). In accordance with IAS 33, diluted loss per share is not adjusted for shares to be potentially issued, and is accordingly reported as being the same as headline loss per share.

   6.     Share capital 

During the current period a total of 35,104 (2016: 57,920) shares were issued with an aggregate nominal value of GBP8,776 (2016: GBP14,480) fully paid up for equivalent cash of GBP226,226 (2016: GBP254,738). Included in these issues were 35,104 (2016: 52,120) shares allotted to shareholders exercising their rights to receive dividends under the Company's scrip dividend scheme and Nil shares (2016: 5,800) allotted to relevant holders exercising options in the Company. No other shares (2016: nil) were allocated during the period. As at 30 April 2017 a total of 19,530,296 shares are in issue (2016: 19,448,884).

   7.     Dividends 

During the period ended 30 April 2017 an amount of GBP1,558,804 (2016: GBP1,435,831) was charged to reserves in respect of equity dividends paid. An interim dividend of 4.20p per share (2016: 4.00p) will be paid on 31 October 2017 to shareholders on the register on 29 September 2017. New elections to receive scrip dividends should be made in writing to the Company's Registrars before 17 October 2017.

   8.     Segmental reporting 

IFRS 8 requires operating segments to be identified on the basis of internal financial information about the components of the Group that are regularly reviewed by the chief operating decision maker ("CODM") to allocate resources to the segments and to access their performance.

The CODM has been identified as the Board of Directors ("the Board"). The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The Board has determined that the operating segments, based on these reports are Agriculturel, Specialist Retail and Other.

The Board considers the business from a product/service perspective. In the Board's opinion, all of the Group's operations are carried out in the same geographical segments, namely the United Kingdom.

Agriculture - Manufactures and supplies of animal feeds, fertiliser, seeds and associated agricultural products.

Specialist Retail - Supplies of a wide range of specialist products to farmers, smallholders and pet owners.

Other - Miscellaneous operations not classified as agriculture or specialist retail.

The Board assesses the performance of the operating segments based on a measure of operating profit. Finance income and costs are not included in the segmental result that is assessed by the Board.

Other information provided to the Board is measured in a manner consistent with that in the financial statements. Inter-segmental transactions are entered into under the normal commercial terms and conditions that would be available to unrelated third parties.

The Board has assessed the movement in net assets within each operating segment and notes that there are no material differences compared to the previous year.

The segment results for the period ended 30 April 2017 are as follows:

 
                                                          Agriculture   Specialist      Other      Total 
                                                                            Retail 
                                                             GBP'000s     GBP'000s   GBP'000s   GBP'000s 
------------------------------------------------------   ------------  -----------  ---------  --------- 
 Unaudited for the six months 
  ended 30 April 2017: 
        Revenue                                               145,776       59,484         55    205,315 
-------------------------------------------------------  ------------  -----------  ---------  --------- 
 
                     Segment results                            1,537        2,675       (58)      4,154 
         Share of result of associates 
          & joint ventures                                          -            -          -          - 
------------------------------------------------------   ------------  -----------  ---------  --------- 
                                                                1,537        2,675       (58)      4,154 
                     Impairment charges                                                          (3,942) 
         Interest income                                                                               8 
         Interest expense                                                                           (95) 
                                                                                               --------- 
         Profit before tax                                                                           125 
         Taxation                                                                                  (784) 
                                                                                               --------- 
         Profit for the period 
          attributable to shareholders                                                             (659) 
 
 
 Unaudited for the six months 
  ended 30 April 2016: 
                     Revenue                                  135,179       57,972         86    193,237 
-------------------------------------------------------  ------------  -----------  ---------  --------- 
 
                     Segment results                            1,817        2,405       (47)      4,175 
                     Share of result of associates 
                      & joint ventures                              -            -          -          - 
------------------------------------------------------   ------------  -----------  ---------  --------- 
                                                                1,817        2,405       (47)      4,175 
                     Interest income                                                                  18 
                     Interest expense                                                              (118) 
                                                                                               --------- 
                     Profit before tax                                                             4,075 
                     Taxation                                                                      (735) 
                                                                                               --------- 
                     Profit for the period 
                      attributable to shareholders                                                 3,340 
 
 
 Audited for the year ended 
  31 October 2016: 
                     Revenue                                  249,736      118,281        126    368,143 
-------------------------------------------------------  ------------  -----------  ---------  --------- 
 
                     Segment results                            2,934        4,493       (69)      7,358 
                     Share of result of associates 
                      & joint ventures                             72           51       (30)         93 
-------------------------------------------------------  ------------  -----------  ---------  --------- 
                                                                3,006        4,544       (99)      7,451 
                     Interest income                                                                  69 
                     Interest expense                                                              (209) 
                                                                                               --------- 
                     Profit before tax                                                             7,311 
                     Income taxes (includes 
                      tax of associates & joint 
                      ventures)                                                                  (1,482) 
                                                                                               --------- 
                     Profit for the year attributable 
                      to shareholders                                                              5,829 
 
   9.     Other operating income 
 
                             Unaudited   Unaudited       Audited 
                                 as at       as at         as at 
                              30 April    30 April    31 October 
                                  2017        2016          2016 
                              GBP'000s    GBP'000s      GBP'000s 
--------------------------  ----------  ----------  ------------ 
 
 
   Rental income                   183         187           388 
 
   Other operating income            -           -            66 
--------------------------  ----------  ----------  ------------ 
 
   Other operating income          183         187           454 
--------------------------  ----------  ----------  ------------ 
 

10. Goodwill and investment impairment

 
                                        Unaudited   Unaudited       Audited 
                                            as at       as at         as at 
                                         30 April    30 April    31 October 
                                             2017        2016          2016 
                                         GBP'000s    GBP'000s      GBP'000s 
-------------------------------------  ----------  ----------  ------------ 
 
 
   Goodwill impairment                      3,881           -             - 
 
   Investment impairment                       61           -             - 
-------------------------------------  ----------  ----------  ------------ 
 
   Goodwill and investment impairment       3,942           -             - 
-------------------------------------  ----------  ----------  ------------ 
 

The Goodwill impairment charge relates to the Just for Pets business, see note 11, the investment impairment relates to the impairment of the investment in Welsh Feed Producers which went into administration during the period.

11. Goodwill

After initial recognition, goodwill is subject to annual impairment test or more frequently if events or changes in circumstances indicate that it might be impaired, in accordance with IAS 36.

 
 
 Cost                               GBP'000s 
 
 
   At November 2016 and 30 April 
   2017                               19,784 
---------------------------------  --------- 
 
   Aggregate impairment 
 
   At 1 November 2016                  1,637 
 
   Impairment charge                   3,881 
---------------------------------  --------- 
 
   At 30 April 2017                    5,518 
---------------------------------  --------- 
 
   Net book value 
---------------------------------  --------- 
 
   At 30 April 2017                   14,266 
---------------------------------  --------- 
 
   At 31 October 2016                 18,147 
---------------------------------  --------- 
 

Goodwill impairment

Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that goodwill may be impaired.

Goodwill acquired in a business combination is allocated to groups of cash generating units according to the level at which management monitor that goodwill.

Recoverable amounts for cash generating units are based on the higher of value in use and fair value less cost to sell. Value in use is calculated from cash flow projections for the next five years using data from the Group's latest internal forecasts, the results of which are reviewed by the Board.

The key assumptions for the value in use calculations are those regarding discount rates and growth rates. Management estimate discount rates using pre-tax rates that reflect the current market assessment of the time value of money and the risks specific to the cash generating units. Growth rates are based on past experience and expectations of future changes in the market. Given the current economic climate, a sensitivity analysis has been performed in assessing the recoverable amounts of goodwill.

In April 2017 and October 2016 impairment reviews were performed by comparing the carrying value of goodwill with the recoverable amount of the cash generating units to which goodwill has been allocated.

The impairment charge of GBP3,880,535 relates to the impairment on the CGU of the Group's subsidiary Just for Pets Limited.

Goodwill is allocated to specific cash generating units ("CGU") as it arises

The Group has a number of CGUs in both Agriculture and the Specialist Retail sectors. The carrying value of goodwill allocated to the Agriculture CGU is GBP7,776,514 (2016: GBP7,776,514), and to Specialist Retail is GBP6,489,560 (2016: GBP10,370,095).

The pre-tax discount rates used to calculate value in use ranges from between 9% to 12% for both the Agriculture and Specialist retail segments. These discounts rates are derived from the Group's weighted average cost of capital and adjusted for the specific risks relating to each CGU.

The forecasts are extrapolated based on estimated long term growth rates of 1% to 3% for both Agriculture and Specialist Retail segments

The Directors have considered the sensitivity to key assumptions and are satisfied that there are no reasonably probable changes in key assumptions which would cause the carrying amount of the CGU to exceed its recoverable amount

12. Cash and cash equivalents and bank overdrafts

 
                                Unaudited   Unaudited       Audited 
                                    as at       as at         as at 
                                 30 April    30 April    31 October 
                                     2017        2016          2016 
                                 GBP'000s    GBP'000s      GBP'000s 
-----------------------------  ----------  ----------  ------------ 
 
 
   Cash and cash equivalents 
   per balance sheet                   22       2,762        10,111 
 
   Bank overdrafts                (3,335)        (13)             - 
-----------------------------  ----------  ----------  ------------ 
 
   Cash and cash equivalents 
   per cash flow statement        (3,313)       2,749        10,111 
-----------------------------  ----------  ----------  ------------ 
 

13. Cash (used in)/generated from operations

 
                                       Unaudited     Unaudited     Audited 
                                      six months    six months        year 
                                           ended         ended    ended 31 
                                        30 April      30 April     October 
                                            2017          2016        2016 
                                        GBP'000s      GBP'000s    GBP'000s 
---------------------------------   ------------  ------------  ---------- 
 
 (Loss)/Profit for 
  the period                               (659)         3,340       5,829 
 Adjustments for: 
 Taxation                                    784           735       1,456 
 Impairment of goodwill                    3,881             -           - 
 Depreciation of tangible 
  fixed assets                             1,422         1,431       2,768 
 Amortisation of intangibles                   7             7          15 
 Impairment of investments                    61             -           - 
 (Profit) on disposal 
  of property, plant 
  and equipment                             (26)          (83)       (128) 
 Interest income                             (8)          (18)        (69) 
 Interest expense                             95           118         209 
 Share of results of 
  joint ventures and 
  associates                                   -             -        (67) 
 Share based payment 
  expenses                                    75            62          63 
 Changes in working 
  capital (excluding 
  effects of acquisitions 
  and disposals of subsidiaries) 
 Decrease in short 
  term loan to joint 
  venture                                      -             -          16 
 (Increase)/ decrease 
  in inventories                         (4,921)       (2,322)         350 
 (Increase)in trade 
  and other receivables                 (12,896)       (8,850)     (1,709) 
 Increase in payables                      2,813         2,547         164 
 
 Cash (used in)/ generated 
  from operations                        (9,372)       (3,033)       8,897 
----------------------------------  ------------  ------------  ---------- 
 

During the six months to 30 April 2017, the Group purchased property, plant and equipment of GBP1,202,000 (2016: GBP1,357,000) of which GBP127,000 (2016: GBP754,000) relates to assets acquired under finance leases.

14. Other reserves

Included in Other reserves are share-based payments: the Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

The Group operates a number of share option and Save As You Earn schemes and fair value is measured by use of a recognised valuation model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

At the 30 April 2017, the ESOP Trust, which is consolidated within the Group's financial statements held 53,377 Ordinary Shares in the Group.

15. Group financial commitments

As at 30 April 2017, the Group's contingent liabilities in respect of bank guarantees for one of its associates amount to GBP125,000 (2011: GBP125,000).

16. Capital commitments

As at 30 April 2017 the Group had capital commitments as follows:

 
                                      Unaudited   Unaudited       Audited 
                                          as at       as at         as at 
                                       30 April    30 April    31 October 
                                           2017        2016          2016 
                                       GBP'000s    GBP'000s      GBP'000s 
-----------------------------------  ----------  ----------  ------------ 
 
 Contracts placed for future 
  capital expenditure not provided 
  in the financial statements               282       2,005           361 
-----------------------------------  ----------  ----------  ------------ 
 

17. Related parties

Transactions between the Company and its subsidiaries, which are related parties have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures and associates are described below:

 
                                 Transaction value                    Balance outstanding 
--------------------- 
                        Unaudited   Unaudited       Audited   Unaudited   Unaudited       Audited 
                              six         six          year       as at       as at         as at 
                           months      months         ended          30          30    31 October 
                            ended       ended    31 October       April       April          2016 
                         30 April    30 April          2016        2017        2016 
                             2017        2016 
                         GBP'000s    GBP'000s      GBP'000s    GBP'000s    GBP'000s      GBP'000s 
---------------------  ----------  ----------  ------------  ----------  ----------  ------------ 
 
 Sales of goods 
  to joint ventures 
  and associates           12,220       6,480        10,594       6,077       3,670         2,684 
 Purchases of 
  goods from 
  joint ventures 
  and associates            8,327       3,677         5,346       1,356       2,758            65 
 Interest receivable 
  from joint 
  ventures and 
  associates                    -           -            58           -           -             - 
 Loans with 
  joint ventures                -           -             -       2,786       2,802         2,786 
 

Sales of goods to related parties were made at the Group's usual list prices, less average discounts. Purchases were made at market price discounted to reflect the quantity of goods purchased and the relationship between parties.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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