TIDMWYN
RNS Number : 5123A
Wynnstay Group PLC
22 January 2020
22 January 2020
AIM: WYN
Wynnstay Group Plc
("Wynnstay" or the "Group" or the "Company")
Final Results
For the year ended 31 October 2019
Key points
Financial
-- Results reflect difficult market conditions for the agricultural
sector
- unseasonal weather impacted feed demand in key feed trading
months
- farmers tightened spending in response to weaker farmgate
prices and political uncertainty
-- Revenue increased to GBP490.60m (2018: GBP462.66m), mainly
reflecting commodity price inflation
-- Gross profit of GBP61.98m (2018: GBP61.70m)
-- Underlying Group pre-tax profit* of GBP8.01m (2018: GBP9.60m).
Reported pre-tax profit of GBP7.55m (2018: GBP9.53m)
-- Basic earnings per share of 30.95p (2018: 39.11p)
-- Net cash of GBP3.84m at year end (31 October 2018: net debt
of (GBP0.98m))
-- Net assets of GBP94.95m at year end (2018: GBP91.07m)
-- Proposed final dividend of 9.40p (2018: 8.95p), taking total
for the year to 14.00p (2018: 13.36p), a rise of 4.8%
Operational
-- Agriculture Division - revenue of GBP358.69m, operating profit
of GBP2.95m
- feed sales were impacted by the abnormally warm winter;
lower volumes were in line with the sector
- strong fertiliser volumes within the Glasson business
- arable activities performed well, including grain trading
activities
-- Specialist Agricultural Merchanting Division - revenue of GBP131.84m,
operating profit of GBP5.24m
- like-for-like sales were 3.5% down, mainly reflecting reduced
demand for bagged feed and feed-related products
- total sales were up, benefiting from first full year contributions
from acquisitions, including Countrywide depots
- Somerset-based Stanton Farm Supplies was acquired in April
2019
-- Investment in manufacturing, distribution, systems and staff
continued
-- Focus on advisory services to support farm efficiency and environmental
goals
*Underlying pre-tax profit is a non-GAAP (generally accepted
accounting principles) measure and is not intended as a substitute
for GAAP measures and may not be calculated in the same way as
those used by other companies. Refer to Note 17 for an explanation
on how this measure has been calculated and the reasons for its
use.
Gareth Davies, Chief Executive of Wynnstay, commented:
"This has been a difficult year for the agricultural market as a
whole, and Wynnstay's results reflect this. Weather conditions
reduced demand for some of our core products, particularly feed,
while reduced farmgate prices and ongoing political uncertainty
lowered farmer confidence and spending across the sector.
"As we look across the new financial year, we expect another
challenging period. Nonetheless, we are well-placed to navigate
through, and see opportunities to potentially strengthen our
position within the agricultural supply chain sector, supported by
our strong balance sheet."
Enquiries:
Wynnstay Group Plc Gareth Davies, Chief T: 020 3178 6378
Executive (today)
Paul Roberts, Finance T: 01691 827 142
Director
KTZ Communications Katie Tzouliadis / T: 020 3178 6378
Dan Mahoney
Shore Capital (Nomad Stephane Auton / Patrick T: 020 7408 4090
and Broker) Castle / John More
CHAIRMAN'S STATEMENT
OVERVIEW
The Group's full year results reflect an especially difficult
year for the agricultural sector as a whole. Lower farmgate prices
and ongoing political uncertainty around Brexit adversely affected
farmer confidence, leading to reduced spending. Wynnstay's trading
performance was also held back by the abnormally warm winter
weather in the first half of the financial year, which reduced feed
sales and other weather-related products during key trading
months.
Underlying Group pre-tax profit* (the Board's preferred
alternative performance measure) from continuing operations is down
by GBP1.59m year-on-year to GBP8.01m (2018: GBP9.60m), and reported
profit before tax was GBP7.55m (2018: GBP9.53m). Revenue of
GBP490.60m (2018: GBP462.66m) was higher year-on-year reflecting
commodity price inflation.
Within our Agriculture Division, feed volumes contracted
significantly but the reduction was in line with market trends,
while Glasson Grain delivered an exceptionally strong performance,
driven by increased fertiliser volumes, reflecting market share
gains in Scotland, and higher sales of specialist added-value
animal feed products. The good harvest in 2019 helped to generate
an above-average sector performance from GrainLink, our grain
trading operation, and the seeds operation performed well in
challenging conditions.
The performance of our Agricultural Merchanting Division was
similarly affected. Lower demand for bagged feed and feed-related
products were the principal factors behind its reduced contribution
to Group profits. We rationalised our depot network from 59 sites
in 2018 to 55 by the end of the financial year. This followed the
acquisition in April 2019 of Stanton Farm Supplies, the van-based
specialist dairy products supplier that operates in Somerset, and
the 2018 acquisition of a number of former Countrywide stores in
the South West of England. We continue to focus on developing our
specialist advisory services, so that we can assist customers with
advice on the latest farming products and methods.
Our Arable event, which highlights innovation in arable farming,
attracted over 1,000 farmers in June 2019 and helps to emphasise
Wynnstay's position as a trusted supplier partner and value-added
specialist adviser.
We continued to focus on improving efficiencies within our
manufacturing, distribution and processes across the Group, and
this will be an ongoing priority for our operations.
FINANCIAL RESULTS
Revenue increased by GBP27.94m to GBP490.60m (2018: GBP462.66m),
with much of this growth accounted for by higher unit commodity
prices. The Agriculture Division generated GBP358.69m of revenue
(2018: GBP334.34m), reflecting higher average commodity values
particularly in feed and fertiliser products. The Specialist
Agricultural Merchanting Division generated GBP131.84m in revenue
(2018: GBP128.26m), with a full year contribution from the former
Countrywide depots acquired in April 2018. Like-for-like sales,
however, showed a small reduction of 3.5% as the mild winter
reduced demand for bagged feed products.
Reported profit before taxation on an IFRS basis was GBP7.55m
(2018: GBP9.53m). Underlying Group pre-tax profit*, which includes
the gross share of results from joint ventures and associates, but
excludes share-based payments and non-recurring items and is the
Board's preferred alternative performance measure, was GBP8.01m
(2018: GBP9.60m). Including contributions from joint ventures, the
Agriculture Division contributed GBP2.95m (2018: GBP4.29m) to this
result, and the Specialist Agricultural Merchanting Division
GBP5.24m (2018: GBP5.53m). Other activities showed a small loss of
GBP0.05m (2018: loss of GBP0.09m). Non-recurring business
combination and reorganisation costs of GBP0.30m were incurred
during the year, and net finance costs were similar to last year at
GBP0.18m (2018: GBP0.19m). Profit after taxation was GBP6.13m
(2018: GBP7.71m), and basic earnings per share was 30.95p (2018:
39.11p).
Continued strong cash generation together with tight control of
working capital resulted in a net cash position at the year-end of
GBP3.84m (2018: net debt of GBP0.98m).
Balance sheet net assets stood at GBP94.95m (2018m: GBP91.07m)
at the year-end equating to GBP4.79 (2018: GBP4.62) per share, and
the return on net assets was 8.5% (2018: 10.6%).
[*]Underlying pre-tax profit is a non-GAAP (generally accepted
accounting principles) measure and is not intended as a substitute
for GAAP measures and may not be calculated in the same way as
those used by other companies. Refer to Note 17 for an explanation
on how this measure has been calculated and the reasons for its
use.
DIVID
The Board is pleased to propose the payment of a final dividend
of 9.40p per share, which together with the interim dividend of
4.60p per share, paid on 31 October 2019, takes the total dividend
for the year to 14.00p, an increase of 4.8% on last year (2018:
13.36p). The final dividend will be paid on 30 April 2020 to
shareholders on the register on 27 March 2020. A scrip dividend
alternative will continue to be available as in previous years. The
last date for election for the scrip dividend will be 16 April
2020.
COLLEAGUES
Our colleagues across the Group continue to show great
dedication, commitment and motivation. On behalf of the Board I
would like to thank them for their significant input and hard work
over the year.
OUTLOOK
The trading environment for the agricultural supplies sector
remains challenging. Farmgate prices are generally lower than a
year ago, and the detail of what Brexit means for the agricultural
industry remains uncertain - although the Government has made clear
its support for UK farmers and outlined proposals that emphasise
environmental management and efficiency. We therefore anticipate
that farmers will remain circumspect in their spending and
investment plans over 2020.
Against this background, the high level of forage stocks on
farms has reduced feed demand, and the wet weather conditions over
recent months have decreased the acreage of winter cereals that
farmers have been able to plant.
Nonetheless, Wynnstay's wide spread of activities provides a
robust platform and we continue with plans to reduce costs,
optimise margins, invest in our manufacturing facilities, systems
and skill base, supported by Wynnstay's strong balance sheet. In
addition, we will continue to review acquisition opportunities to
strengthen our existing activities.
We see opportunities to further develop our relationship with
farmer customers and supplier partners, in particular as UK farmers
seek to implement initiatives to enhance efficiencies and drive
environmental standards. Our focus is advising on and supplying
products, ideas and practices that will facilitate both goals.
Whilst there has been understandable weakness in the
agricultural sector in the short term, the Board is confident that
Wynnstay's medium and long-term prospects within the industry
remain strong.
Jim McCarthy
Chairman
CHIEF EXECUTIVE OFFICER'S REVIEW
INTRODUCTION
Wynnstay's performance was delivered against a difficult
agricultural backdrop, including generally weaker farmgate prices.
Farmer sentiment over the year was also significantly affected by
uncertainties over Brexit. Combined, these factors resulted in farm
businesses holding off investment decisions and created margin
pressure in certain product categories.
The exceptionally warm winter months and the early spring,
together with a good grass growing summer, reduced farmers' need to
purchase feed and feed-related products across the year as a whole,
and the impact of this was felt in both the Agriculture and
Specialist Agricultural Merchanting Divisions.
Fertiliser and grass seed sales benefited from the early spring,
however the wetter summer subdued demand for arable inputs in the
second half of the year.
Glasson Grain Limited, with its broad-base of activities in raw
material trading, added-value feed products and blended fertiliser
manufacturing, performed exceptionally well. The fertiliser
business in particular performed very strongly, consolidating our
position as the second largest fertiliser blender in the UK.
In a difficult marketplace, GrainLink, which markets and trades
grain, performed well, increasing its tonnage. This was helped by
the Grantham trading office, which was opened in late spring 2019
and made good progress.
A key feature of the year was the introduction of cost reduction
and efficiency programmes. Our investment across manufacturing,
distribution and systems will support improved efficiencies and is
ongoing.
We believe that the ability to provide the latest technical and
product advice to our customers is fundamental to securing their
business in the future. We therefore continued to invest in our
colleagues in line with our objective to improve Wynnstay's
proposition as a value-added adviser. We added to our on-farm
technical teams, which span the dairy, youngstock, poultry, animal
health, hardware and arable cropping sectors, in particular by
appointing a National Sheep & Beef Specialist. We were able to
introduce precision farming techniques to both our livestock and
arable farmer customers, through feeding and nutrient management
programmes that use new technologies sourced from our innovative
suppliers and associates.
REVIEW OF ACTIVITIES
AGRICULTURE DIVISION
The Agriculture Division's main activities comprise the
manufacture and processing of feed, fertiliser and seeds as well as
other agricultural inputs. Glasson Grain and GrainLink also form
part of this Division.
Total revenues amounted to GBP358.69m (2018: GBP334.34m), mainly
reflecting higher commodity prices, and the operating profit,
including the contribution from joint ventures, was GBP2.95m (2018:
GBP4.29m). The decrease in operating profit year-on-year mainly
reflected reduced customer demand, especially for feed.
Feed products
Feed products are manufactured at our main facilities at
Llansantffraid and Carmarthen as well as at a smaller blending
facility at Rhosfawr. We manufacture a broad range of ruminant and
monogastric feeds, in both loose bulk and a variety of bagged
sizes. We also sell raw materials to farmers and other feed
manufacturers. The wide range of feed that we offer, supplying
dairy, beef, sheep, pig and poultry producers, is a strength,
helping to mitigate variation in demand across the sub-sectors. Our
product ranges are complemented by our technical sales colleagues
who are able to advise customers on all aspects of animal
nutrition.
Feed volumes were significantly impacted during the year by
weather conditions, and sales were sharply behind last year's
record result, but in line with market trends. The exceptionally
mild winter and early spring reduced demand during the key trading
period, after which the excellent grass growing summer reduced the
need for bought-in feeds and feed-related products in the ruminant
sector.
Sheep feed volumes in particular reduced, both in the spring
lambing season and the summer/autumn period. This reflected the
national trend, with sheep farmers selling their lambs earlier in
the year ahead of a potential 'hard Brexit' in October 2019.
Dairy and beef farmers also moved feed spending to 'straight'
feeds as opposed to manufactured compounded and blended feed, which
adversely affected sales. This trend was evident nationally.
We continued to strengthen our position within the free-range
egg sector, and achieved higher volumes of poultry mash, despite
egg prices remaining subdued. This was helped by our team of
poultry specialists who provide a value-added service, advising on
quality egg production.
Our team of highly trained calf and youngstock specialists,
offering advice and introducing innovative products and ideas to
livestock farmers, helped to drive an increase in market share in
milk replacers.
Capital investment at Llansantffraid Mill has improved
efficiency in both manufacturing and distribution. This has been
reflected in record daily and weekly production figures and reduced
energy unit costs over the year.
We will continue to seek opportunities to strengthen our feed
activities, and to ensure that we support our customers with
innovative, added-value products. We also welcome the increasing
attention by food retailers on feed ingredients that are sourced in
an environmentally sustainable manner. Wynnstay is well placed in
this regard to deliver the needs of the market.
Glasson Grain
The Glasson business, which is based at Glasson Dock, near
Lancaster operates in three main areas; the supply of feed raw
materials, production of fertiliser, and manufacture of specialist
added-value animal feed products. Glasson's dock-side location
remains an important part of its success and provides a valuable
competitive advantage. It is also the UK's second largest blender
of fertiliser.
The Glasson team delivered a record performance this year,
significantly outperforming budget expectations.
Feed raw materials commodity trading performed well in a
difficult trading environment. After a strong start to the
financial year, trading activities reduced over the spring and
summer periods as demand for bought-in feed reduced.
The fertiliser blending operations delivered an exceptional
performance. The integration of the fertiliser blending plant at
Goole and continued sales expansion at Montrose resulted in record
volumes. The mild weather and early spring encouraged farmers to
apply fertiliser to their land. This resulted in good trading
volumes, although the summer and early autumn activities were
restricted by good grass growing conditions and wet weather
restoring arable planting. The 'Glasson' brand continues to grow
and attract new business.
Specialist added-value feed products also enjoyed an exceptional
year with record volumes. The business has been successful in
developing innovative products that win new customers.
Arable products
Overall, our arable activities performed strongly during the
year.
Our seeds activities performed well despite a number of
challenges during the year. The very early spring encouraged strong
grass seed sales, but sales dipped during the wetter summer. This
meant that overall grass seed sales were below last year's record
levels, although margins were maintained. Spring cereal seed
volumes were lower than the prior year's strong performance, which
was a reflection of the increased winter cereal plantings of 2018
(4.0% higher than the previous year). New legislation restricting
the use of some traditional seed dressings also challenged cereal
seed margins. Sales of autumn/winter cereal seed were strong,
although the wet weather has significantly reduced the acreage sown
to date and this will impact on the volume. It is expected that
farmers will require lower volumes of seed next autumn since seed
will be carried over from one year to the next. However, there
should be a positive impact on spring seed sales in 2020, as
farmers plant spring cereal seed instead of winter cereal seed.
We continue to seek innovation within the seed business by
aligning ourselves to seed breeders, introducing newer varieties
and continually assessing the value of new seed dressings.
Merchanted fertiliser sales for the year were below budget but
we have maintained market share. Sales in the first half of the
year were higher year-on-year as farmers took advantage of the
early spring to replenish forage stocks. However, the wet summer
that followed reduced sales activity in the second half of the year
since there was an abundance of on-farm grass and silage
available.
Our team of highly qualified agronomists continue to advise on
best practice in terms of crop management and environmental care,
which includes the use of digital nutrient management
programmes.
GrainLink performed well in challenging conditions. The
high-volume harvest of 2019 offered increased volumes for sale and
the integration of the Grantham office helped to increase the
volume of trade.
Our specialist Arable event held near Shifnal, Shropshire, in
June 2019, continues to grow from strength to strength. Over 1,000
farmers attended and there were opportunities to hear presentations
from keynote industry speakers, and obtain advice on innovative
arable techniques, seed varieties, and new mechanisation practices.
The event ensures that Wynnstay is recognised as a key supplier of
innovation and advice to the arable sector.
The management of the arable operations has been restructured
with all activities now under a single director. Woodhead Seeds has
also benefitted from the appointment of an arable manager to
oversee sales activities throughout the sector. Overall, the arable
business is well-placed to build upon its strong position in the
marketplace.
SPECIALIST AGRICULTURAL MERCHANTING DIVISION
The Specialist Agricultural Merchanting Division trades
predominantly through a network of depots, which supply a wide
range of products specifically geared to the needs of farmers,
although rural dwellers also account for a proportion of sales. The
offering at our depots includes animal health products, bagged feed
and hardware. We also have Suitably Qualified Persons ("SQP") who
provide value-added advice on animal health products as well as the
other products that we sell. This aspect of our operations make us
an attractive route to market for our supplier base.
Channels-to-market also include specialist catalogues,
specifically for the dairy, beef, sheep and poultry sectors, vans
and online. Our Youngs Animal Feeds business is accounted for in
this Division.
Total revenues generated in the year amounted to GBP131.84m
(2018: GBP128.26m) and the Division's operating profit contribution
was GBP5.24m (2018: GBP5.53m). Total revenues benefited from first
full-year contributions from acquisitions, principally the
Countrywide depots, acquired in April 2018, and MD Lloyd acquired
in January 2018. There was also a partial contribution from Stanton
Farm Supplies, acquired in April 2019. Contributions from
acquisitions accounted for GBP8.1m of incremental sales in the
year. Like-for-like revenue was 3.5% lower than the previous year,
which was predominantly as a result of the reduction in demand for
bagged feed and feed-related products.
Wynnstay depots
Following our acquisitions, we amalgamated two depots and closed
two small depots in our network of Specialist Agricultural
Merchanting depots. This has taken the network to 55 depots (2018:
59 depots), which are located across the North West, Midlands,
South West and Wales. The Countrywide depot integration was also
successfully completed in the year.
Revenues were impacted by the significant reduction in demand
for bagged feed and feed-related products, caused by weather
conditions, as well as lower demand for grass seed, fertiliser and
agrochemical sales during the wetter summer and autumn periods
The continued development of our youngstock team helped to drive
a record performance for milk replacer products.
During the year, like-for-like inventories at our depots reduced
by 15.3%, benefiting our working capital utilisation.
Sales via our alternative routes to market, including catalogues
and on-line activities continued to account for a relatively small
percentage of Divisional sales.
We will continue to train agricultural specialists to enhance
the level of advice-driven transactions from our customers and will
seek opportunities to extend our footprint into new geographical
areas.
Youngs Animal Feeds
Youngs Animal Feeds manufactures and markets a range of equine
products that are sold throughout specialist outlets across Wales
and the Midlands and in some of our Specialist Agricultural Depots.
Our Molichop branded feed range, manufactured at our purpose-built
factory at Standon, remains a market-leading added-value
product.
JOINT VENTURES AND ASSOCIATES
The Group has three joint venture businesses, Bibby Agriculture
Limited, Wyro Developments Limited and Total Angling Limited as
well as an associate company, Celtic Pride Limited. The Bibby
business performed very strongly, increasing market share,
especially within the dairy sector. This helped to drive an
increase in the combined profit contribution from the four
businesses.
COLLEAGUES
It has been a challenging year and I am proud of the way
colleagues have responded. Wynnstay is in a stronger position as a
result, and I would like to thank everyone for their contribution
and commitment.
OUTLOOK
UK Government support for farmers in the forthcoming year will
continue in its current form. It is set to change in the longer
term with the UK's exit from the European Union and national
schemes are expected to be introduced to support efficiency at farm
level. New Environmental Land Management Schemes (ELMS) will also
be introduced to incentivise and reward farmers for environmental
outcomes. In the very short term though, ongoing uncertainties are
likely to continue to stifle investment on farms.
Farmer sentiment remains sensitive to farmgate prices, with
milk, beef and egg prices lower than a year ago. Global supply and
demand for lamb has lifted sheep prices though, which bodes well
for 2020. Feed volumes so far have been adversely affected by the
on-farm forage stocks, and sales are behind the equivalent point
last year. Given the significant reduction in autumn cereal
planting that resulted from the prolonged wet weather we also
anticipate lower cereal tonnages for trading later in the year.
We continue to concentrate on improving efficiencies, building
on the work of the last financial year. In addition, we plan to
expand our technical teams both on-farm and in our specialist
agricultural depots, and to strengthen our digital and precision
farming offering. Sourcing and accessing innovative products to our
farming customers remains an important part of our overall
offering. We are engaging with the National Farmers Union's goal of
reach 'net zero' greenhouse gas emissions across the whole of
agriculture in England and Wales by 2040.
Although we anticipate that the agricultural sector will
continue to experience a difficult period, we believe that Wynnstay
is well-positioned to navigate through and is well-placed to seek
opportunities for growth.
Gareth Davies
Chief Executive Officer
WYNNSTAY GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 October 2019
2019 2018
Note GBP000 GBP000 GBP000 GBP000
------- ---------- ------- ----------
Revenue 2 490,602 462,657
Cost of sales (428,621) (400,950)
Gross profit 61,981 61,707
Manufacturing, distribution
and selling costs (48,177) (46,718)
Administrative expenses (6,434) (5,896)
Other operating income 385 355
Adjusted([1]) operating profit 7,755 9,428
Amortisation of acquired intangible
assets and share-based payment
expense 4 (77) (71)
Non-recurring items 4 (301) 69
------------------------------------- ----- ------- ---------- ------- ----------
Group operating profit 7,377 9,426
Interest income 164 92
Interest expense (348) (283)
3 (184) (191)
Share of profits in joint ventures
and associates accounted for
using the equity method 463 376
Share of tax incurred by joint
ventures and associates (103) (82)
6 360 294
------- ---------- ------- ----------
Profit before taxation 7,553 9,529
Taxation 7 (1,421) (1,821)
------- ---------- ------- ----------
Profit for the year and other
comprehensive income attributable
to the equity holders 6,132 7,708
Basic earnings per ordinary
share (pence) 30.95 39.11
Diluted earnings per ordinary
share (pence) 30.95 38.94
([1]) Adjusted operating profit is after adding back amortisation of acquired intangible assets, share-based payment expense and non-recurring items
WYNNSTAY GROUP PLC
CONSOLIDATED BALANCE SHEET
As at 31 October 2019
2019 2018
Note GBP000 GBP000
--------- ---------
ASSETS
NON-CURRENT ASSETS
Goodwill 14,968 14,818
Investment property 2,372 2,372
Property, plant and equipment 23,225 21,979
Investments accounted for
using equity method 3,175 2,863
Intangibles 261 89
44,001 42,121
--------- ---------
CURRENT ASSETS
Inventories 42,239 52,250
Trade and other receivables 63,887 70,907
Financial assets
* loan to joint venture 4,413 2,812
Cash and cash equivalents 11 10,608 6,676
121,147 132,645
--------- ---------
TOTAL ASSETS 165,148 174,766
--------- ---------
LIABILITIES
CURRENT LIABILITIES
Financial liabilities -
borrowings 12 (3,686) (3,887)
Trade and other payables (62,113) (74,522)
Current tax liabilities (894) (1,102)
(66,693) (79,511)
--------- ---------
NET CURRENT ASSETS 54,454 53,134
--------- ---------
NON-CURRENT LIABILITIES
Financial liabilities -
borrowings 12 (3,078) (3,766)
Trade and other payables (201) (157)
Deferred tax liabilities (228) (259)
(3,507) (4,182)
--------- ---------
TOTAL LIABILITIES (70,200) (83,693)
--------- ---------
NET ASSETS 94,948 91,073
--------- ---------
EQUITY
Share capital 10 4,974 4,943
Share premium 30,284 29,941
Other reserves 3,429 3,377
Retained earnings 56,261 52,812
TOTAL EQUITY 94,948 91,073
--------- ---------
WYNNSTAY GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 October 2019
Share
Share premium Other Retained
capital account reserves earnings Total
Group GBP000 GBP000 GBP000 GBP000 GBP000
---------- --------- ---------- ----------- --------
At 1 November 2017 4,916 29,529 3,319 47,628 85,392
Profit for the year - - - 7,708 7,708
Total comprehensive
profit for the year - - - 7,708 7,708
---------- --------- ---------- ----------- --------
Transactions with owners
of the Company, recognised
directly in equity:
Shares issued during
the year 27 412 - - 439
Own shares disposed
of by ESOP trust - - 3 - 3
Dividends - - - (2,524) (2,524)
Equity settled share-based
payment transactions - - 55 - 55
Total contributions
by and distributions
to owners of the Company 27 412 58 (2,524) (2,027)
---------- --------- ---------- ----------- --------
At 31 October 2018 4,943 29,941 3,377 52,812 91,073
---------- --------- ---------- ----------- --------
Profit for the year - - - 6,132 6,132
Total comprehensive
income for the year - - - 6,132 6,132
---------- --------- ---------- ----------- --------
Transactions with owners
of the Company, recognised
directly in equity
Shares issued during
the year 31 343 - - 374
Own shares disposed
of by ESOP trust - - 3 - 3
Dividends - - - (2,683) (2,683)
Equity settled share-based
payment transactions - - 49 - 49
Total contributions
by and distributions
to owners of the Company 31 343 52 (2,683) (2,257)
---------- --------- ---------- ----------- --------
At 31 October 2019 4,974 30,284 3,429 56,261 94,948
---------- --------- ---------- ----------- --------
There was no other comprehensive income during the current and
prior years and all amounts are derived from continuing
operations.
WYNNSTAY GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 October 2019
2019 2018
Note GBP000 GBP000
-------- --------
Cash flows from operating activities
Cash generated from operations 13 14,756 2,831
Interest received 164 92
Interest paid (348) (283)
Tax paid (1,680) (1,674)
Net cash generated from operating activities 12,892 966
-------- --------
Cash flows from investing activities
Proceeds from sale of property, plant
and equipment 288 548
Purchase of property, plant and equipment (2,412) (2,310)
Proceeds on sale of investments - 20
Acquisition of subsidiaries, net of
cash acquired (893) (1,021)
Own shares disposed of by ESOP trust 3 3
Dividends received from associates 132 755
Net cash used by investing activities (2,882) (2,005)
-------- --------
Cash flows from financing activities
Net proceeds from the issue of ordinary
share capital 374 439
Finance lease principal repayments (1,798) (1,453)
Proceeds from borrowings - 3,500
Repayment of borrowings (1,971) (1,161)
Dividends paid to shareholders 8 (2,683) (2,524)
Net cash used by financing activities (6,078) (1,199)
-------- --------
Net increase/(decrease) in cash and
cash equivalents 3,932 (2,238)
Cash and cash equivalents at the beginning
of the period 6,676 8,914
Cash and cash equivalents at the end
of the period 11 10,608 6,676
======== ========
WYNNSTAY GROUP PLC
NOTES TO THE ACCOUNTS
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company is taking advantage of the exemption in s408 of the
Companies Act 2006 not to present its individual income statement
and related notes that form part of these approved financial
statements.
Changes in accounting policies
New standards impacting the Group that will be adopted in the
annual financial statements for the year ended 31 October 2019, and
which have given rise to changes in the Group's accounting policies
are:
- IFRS 9 Financial Instruments (IFRS 9)
- IFRS 15 Revenue from Contracts with Customers (IFRS 15)
Details of the impact these two standards have ad are given in
note 16 below.
Other new and amended standards and interpretations issued by
the IASB that will apply for the first time in the next annual
financial statements are not expected to impact the Group as they
are either not relevant to the Group's activities or require
accounting which is consistent with the Group's current accounting
policies.
New Standards, interpretations and amendments not yet
effective
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the Group has decided
not to adopt early. The most significant of these is IFRS 16 Leases
(IFRS 16), mandatorily effective for periods beginning on or after
1 January 2019.
The Group has progressed its project dealing with the
implementation of IFRS 16 and is able to provide the following
information regarding its likely impact.
IFRS 16 will first apply to the Group in the year ending 31
October 2020. The first interim accounts that will be prepared in
accordance with the new standard are the 2020 half-year results.
Adoption of IFRS 16 will result in the Group recognising right of
use assets and lease liabilities for all contracts that are, or
contain, a lease. For leases currently classified as operating
leases, under current accounting requirements the Group does not
recognise assets or liabilities, and instead spreads the lease
payments on a straight-line basis over the lease term, disclosing
in its annual financial statements the total commitment. The Group
will apply the exemptions for any asset with an annual value of
less than GBP1,000 or a lease term shorter than 12 months.
The Board has decided it will apply the first variation of the
modified retrospective approach and therefore at initial
application an amount equal to the lease liability, using the
entity's current incremental borrowing rate. This will ensure that
there is no immediate impact to net assets on that date.
At 31 October 2019 operating lease commitments amounted to
GBP7.7m, the effect of discounting those commitments is anticipated
to result in right-of-use assets and lease liabilities of
approximately GBP6.8m being recognised on 1 November 2019.
Instead of recognising an operating expense for its operating
lease payments, the Group will instead recognise interest on its
lease liabilities and amortisation on its right-of-use assets. This
will increase reported EBITDA by approximately the amount of its
current operating lease cost, which for the year ended 31 October
was GBP3.0m. The interest element is front end loaded in proportion
to the capital outstanding of the lease liability and this is
expected to result in an overall decrease in earnings of
approximately GBP100,000 in the year ending 31 October 2020.
2. 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 assess their
performance.
The chief operating decision maker 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 Agriculture, Specialist Agricultural
Merchanting 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 segment, namely the United
Kingdom.
Agriculture - manufacturing and supply of animal feeds,
fertiliser, seeds and associated agricultural products.
Specialist Agricultural Merchanting - supplies of a wide range
of specialist products to farmers, smallholders, and pet
owners.
Other - miscellaneous operations not classified as Agriculture
or Specialist Agricultural Merchanting.
The Board assesses the performance of the operating segments
based on a measure of operating profit. Non-recurring costs and
finance income and costs are not included in the segment 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. No segment is individually reliant on any one
customer.
The segment results for the year ended 31 October 2019 are as
follows:
Specialist
Agricultural
Year ended 31 October Agriculture Merchanting Other Total
2019 GBP000 GBP000 GBP000 GBP000
------------ -------------- -------- --------
Revenue from external
customers 358,687 131,843 72 490,602
------------ -------------- -------- --------
Segment result
Group operating profit
before non-recurring
items 2,417 5,240 21 7,678
Share of results of
joint ventures and associates
before tax 534 4 (75) 463
2,951 5,244 (54) 8,141
------------ -------------- -------- --------
Non-recurring items (301)
Interest income 164
Interest expense (348)
--------
Profit before tax from
operations 7,656
Income taxes (includes
tax of joint ventures
and associates) (1,524)
--------
Profit for the year
attributable to equity
shareholders from operations 6,132
========
Segment net assets 47,213 36,097 7,794 91,104
Corporate net cash (note
11) 3,844
--------
Net assets after corporate
net cash 94,948
========
The segment results for the year ended 31 October 2018 are as
follows:
Specialist
Agriculture Agricultural Other Total
Merchanting
Year ended 31 October 2018 GBP000 GBP000 GBP000 GBP000
-------------- -------------- -------- --------
Revenue from external customers 334,337 128,258 62 462,657
-------------- -------------- -------- --------
Segment result
Group operating profit before
non-recurring items 3,859 5,548 (50) 9,357
Share of results of associate
and joint ventures before
tax 427 (12) (39) 376
-------------- -------------- -------- --------
4,286 5,536 (89) 9,733
Non-recurring items 69
Interest income 92
Interest expense (283)
--------
Profit before tax 9,611
Income taxes (includes tax
of associate and joint ventures) (1,903)
--------
Profit for the year attributable
to equity shareholders 7,708
========
Segment net assets 43,878 41,848 6,324 92,050
Corporate net debt (note
11) (977)
--------
Net assets after corporate
net cash 91,073
========
3. FINANCE COSTS
2019 2018
GBP000 GBP000
Interest expense:
Interest payable on borrowings (191) (158)
Interest payable on finance leases (157) (125)
Interest and similar charges payable (348) (283)
------- -------
Interest income 164 92
Interest receivable 164 92
------- -------
Finance costs (184) (191)
======= =======
4. AMORTISATION OF ACQUIRED INTANGIBLE ASSETS, SHARE-BASED PAYMENTS AND NON-RECURRING ITEMS
2019 2018
GBP000 GBP000
------- -------
Amortisation of acquired intangible assets
and share-based payments
Amortisation of intangibles 28 16
Cost of share-based reward 49 55
77 71
------- -------
Non-recurring items
Business re-organisation costs 297 -
Business combination expenses 4 70
Goodwill and Investment impairment - 138
Profit on disposal of freehold property - (277)
------- -------
301 (69)
======= =======
Business re-organisation costs relate to the redundancy related
expenses of colleagues leaving the business as a result of
re-organising operations.
Business combination expenses relate to business combinations in
the year.
The goodwill impairment relates to goodwill held on the balance
sheet of one of our subsidiaries which related to an acquisition
which took place prior to the subsidiary becoming part of the
Wynnstay Group. The investment impairment relates to unlisted
investments.
The profit on disposal of property is in relation to the sale of
freehold property for one of our retail depots which was
relocated.
5. GROUP OPERATING PROFIT
The following items have been included in arriving at operating
profit:
2019 2018
GBP000 GBP000
Staff costs 30,143 28,132
Cost of inventories recognised as an expense 347,239 344,695
Depreciation of property, plant and equipment:
- owned assets 3,289 2,888
- under finance leases 290 269
Amortisation of intangibles 28 16
(Profit) on disposal of fixed assets (170) (328)
Other operating lease rentals payable 3,221 2,858
Repairs and maintenance expenditure on plant,
property and equipment 1,652 1,809
Trade receivables impairment 81 113
Services provided by the Group's auditor
During the year the Group obtained the following services from
the Group's auditor:
2019 2018
GBP000 GBP000
Audit services - statutory audit 93 92
6. SHARE OF POST-TAX PROFITS/(LOSS) OF ASSOCIATE AND JOINT VENTURES
2019 2018
GBP000 GBP000
------- -------
Share of post-tax profits in associates - 19
Share of post-tax profits in joint
ventures 360 275
------- -------
Total share of post-tax profits of
joint ventures and associates 360 294
======= =======
7. TAXATION
2019 2018
Analysis of tax charge in year GBP000 GBP000
------- -------
Current tax
- Operating activities 1,502 1,886
- Adjustments in respect of prior years (50) (70)
------- -------
Total current tax 1,452 1,816
------- -------
Deferred tax
- Accelerated capital allowances (31) 5
------- -------
Total deferred tax (31) 5
------- -------
Tax on profit on ordinary activities 1,421 1,821
======= =======
8. DIVIDS
2019 2018
GBP000 GBP000
------- -------
Final dividend paid for prior year 1,770 1,653
Interim dividend paid for current
year 913 871
2,683 2,524
======= =======
Subsequent to the year end it has been recommended that a final
dividend of 9.40p net per ordinary share (2018: 8.95p) be paid on
30 April 2020. Together with the interim dividend already paid on
31 October 2019 of 4.60p net per ordinary share (2018: 4.41p) this
would result in a total dividend for the financial year of 14.00p
net per ordinary share (2018: 13.36p).
10. EARNINGS PER SHARE
Basic earnings Diluted earnings
per share per share
2019 2018 2019 2018
------- --------- --------- ---------
Earnings attributable to shareholders
(GBP000) 6,132 7,708 6,132 7,708
Weighted average number of shares
in issue during the year (number
'000) 19,812 19,708 19,812 19,797
Earnings per ordinary 25p share
(pence) 30.95 39.11 30.95 38.94
Basic earnings per 25p ordinary share is calculated by dividing
profit for the year from continuing operations attributable to
ordinary shareholders by the weighted average number of ordinary
shares in issue during the year.
For diluted earnings per share, the weighted average number of
ordinary shares is adjusted to assume conversion of all dilutive
potential ordinary shares (share options and warrants) taking into
account their exercise price in comparison with the actual average
share price during the year.
10. SHARE CAPITAL
2019 2018
----------------- -----------------
No. of GBP000 No. of GBP000
shares shares
000 000
-------- ------- -------- -------
Authorised
Ordinary shares of 25p
each 40,000 10,000 40,000 10,000
-------- ------- -------- -------
Allotted, called up and
fully paid
Ordinary shares of 25p
each 19,896 4,974 19,772 4,943
======== ======= ======== =======
During the year 124,212 shares (2018: 87,602) were issued with
an aggregate nominal value of GBP31,053 (2018: GBP21,900) and were
fully paid up for equivalent cash of GBP373,457 (2018: GBP372,642)
to shareholders exercising their right to receive dividends under
the Company's scrip dividend scheme.
No shares (2018: 18,816) with an aggregate nominal value of
GBPnil (2018: GBP4,705) were issued for a cash value of GBPnil
(2018: GBP66,656) to relevant holders exercising options in the
Company.
No other shares were issued in this financial year (2018:
nil).
11. CASH AND CASH EQUIVALENTS AND BORROWINGS
2019 2018
GBP000 GBP000
Current
Cash and cash equivalents per balance
sheet and cash flow 10,608 6,676
Bank loans and overdrafts due within
one year or on demand:
Secured loans (1,457) (1,978)
Loan capital (unsecured) (669) (665)
Other loan stock (unsecured) (14) (14)
Net obligations under finance leases (1,546) (1,230)
Financial liabilities - borrowings (3,686) (3,887)
Non-current
Bank loans:
Secured loans (902) (2,356)
Net obligations under finance leases (2,176) (1,410)
-------- ----------
Financial liabilities - borrowings (3,078) (3,766)
Total net cash/(debt) 3,844 (977)
======== ==========
Finance lease obligations are secured on the assets to which
they relate.
The loan capital and loanstock is redeemable at par at the
option of the Company. Interest at 1.5% per annum is payable to the
holders (2018: 1.5%) of the unsecured loan capital and unsecured
loanstock.
Bank loans and overdrafts of GBP230,132 (2018: GBP1,994,367)
relating to subsidiary companies, are secured by an unlimited
composite guarantee by all the trading entities within the
Group.
12. RECONCILIATION OF LIABILITIES FROM FINANCING TRANSACTIONS
Non-current Current Total
loans and loans and
borrowings borrowings
GBP000 GBP000 GBP000
------------ ------------ --------
As at 1 November 2017 1,896 2,512 4,408
Cash-flows:
New borrowings 2,356 1,144 3,500
Repayment of borrowings - (2,614) (2,614)
Non cash-flows:
New finance leases 1,551 808 2,359
Loans and borrowings classified
as non-current becoming current
during the year (2,037) 2,037 -
As at 31 October 2018 3,766 3,887 7,653
Cash-flows:
Repayment of borrowings - (3,769) (3,769)
Non cash-flows:
Finance leases acquired through
acquisition 15 15 30
New finance leases 2,057 793 2,850
Loans and borrowings classified
as non-current becoming current
during the year (2,760) 2,760 -
As at 31 October 2019 3,078 3,686 6,764
============ ============ ========
13. CASH GENERATED FROM OPERATIONS
2019 2018
GBP000 GBP000
--------- ---------
Profits for the year from operations 6,132 7,708
Adjustments for:
Tax 1,421 1,821
Investment and goodwill impairment - 138
Depreciation of tangible fixed assets 3,579 3,157
Amortisation of other intangible fixed
assets 28 16
Profit on disposal of property, plant
and equipment (170) (328)
Profit from distribution from Associate (84) -
Interest income (164) (92)
Interest expense 348 283
Share of results of joint ventures
and associate (360) (294)
Share-based payments 49 55
Changes in working capital (excluding
effects of acquisitions and disposals
of subsidiaries):
(Increase)/decrease in short term loan
to joint ventures (1,601) 32
Decrease/(increase) in inventories 10,171 (19,144)
Decrease/(increase) in trade and other
receivables 7,426 (7,946)
(Decrease)/increase in payables (12,019) 17,425
Cash generated from operations 14,756 2,831
========= =========
14. FINANCIAL INSTRUMENTS
FRS 13 requires financial instruments that are measured at fair
value to be classified according to the valuation technique
used:
-- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities
-- Level 2 - inputs, other than level 1 inputs, that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived form prices)
-- Level 3 - unobservable inputs
Derivatives
All derivative financial assets and liabilities are classified
as Level 1 instruments as they are quoted market prices.
Contingent consideration
Contingent consideration is measured at fair value using Level 3
inputs such as entity projections of future profitability. The
amount recognised relates to the ongoing profitability of the
business acquired and criteria for this are set out in the sale and
purchase agreements. Consequently adjustments would only be made if
the business did not perform as originally anticipated, and further
sensitivity analysis is not considered to be required.
Transfers between levels are deemed to have occurred at the end
of the reporting period. There were no transfers between levels in
the above hierarchy in the period.
Financial instruments recognised at fair value are as
follows:
Financial assets Amortised cost
at fair value through
profit or loss
2019 2018 2019 2018
GBP000 GBP000 GBP000 GBP000
------------ ----------- -------- -------
Cash and cash equivalents - - 10,608 6,678
Trade and other receivables - - 63,583 70,733
Derivatives 304 174 - -
304 174 74,191 77,409
============ =========== ======== =======
Financial liabilities Amortised cost
at fair value through
profit or loss
2019 2018 2019 2018
GBP000 GBP000 GBP000 GBP000
------------ ----------- -------- -------
Trade and other payables - - 61,321 73,191
Loans and borrowings - - 6,764 7,653
Contingent consideration 336 788 - -
Derivatives 79 76 - -
------------ ----------- -------- -------
415 864 68,085 80,844
============ =========== ======== =======
15. BUSINESS COMBINATIONS
Stanton Farm Supplies Limited
On 1 April 2019, Wynnstay (Agricultural Supplies) Limited
entered into a business combination and acquired 100% of the share
capital of Stanton Farms Supplies Limited, an agricultural business
located in Somerset that specialises in dairy hygiene.
The acquisition extends the Group's geographical trading area
and farmer customer base, including future cross-sales
opportunities.
The provisional consideration is GBP527,000, which is
represented by GBP377,000 paid during the year for target net
assets and goodwill and contingent and deferred consideration of
GBP150,000, which is expected to be paid by 31 October 2022. The
consideration payable is dependent on the finalisation of the
completion net assets and the future profitability of the
business.
The fair value of the contingent consideration has been based on
management expectations of the future performance of the business
and could range from GBPnil to GBP150,000.
Prior to the acquisition, Stanton Farm Supplies had revenues of
GBP2,254,000, gross profit of GBP418,000 and profit before tax of
GBP65,000 for the period ended December 2018.
Amounts included in the Consolidated Statement of Comprehensive
Income year to 31 October 2019 are revenues of GBP1,098,000 and
profit before tax of GBP52,000. Acquisition costs of GBP4,000 arose
as a result of the transaction, these have been recognised as part
of non-recurring items.
Provisional fair value of assets GBP000
acquired:
Goodwill 150
Intangibles - customer order
book 200
Property, plant and equipment 28
Inventories 160
Debtors 406
Cash 86
Trade and other payables (454)
Current tax liabilities (19)
Finance leases (30)
-------
Provisional consideration 527
Contingent and deferred 150
Consideration settled in cash
during the year 377
=======
The goodwill represents future sales opportunities and is not
expected to be deductible for tax purposes.
Contingent and deferred consideration of GBP602,000 was also
paid during the year which related to prior period acquisitions,
and after netting off the cash acquired above, the total outflow in
the year amounted to GBP893,000.
16. IMPACT OF IFRS 9 AND IFRS 15
IFRS 9
i) Trade and other receivables and loans to joint ventures impairment provision
- Trade Debtors
Impairment provisions for trade debtors are recognised based on
the simplified approach within IFRS 9 using a provision matrix in
the determination of the lifetime expected credit losses. During
this process the probability of the non-payment of the trade
debtors is assessed. For trade debtors, which are reported net,
such provisions are recorded in a separate provision account with
the loss being recognised within administrative expenses in the
statement of comprehensive income. On confirmation that the trade
debtor will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
- Receivables from related parties and joint ventures
Impairment provisions for receivables from related parties and
loans to related parties are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross
interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with
the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.
ii) Hedge accounting
The overall objective of the Board is to set policies to reduce
risk as far as possible without unduly affecting the Group's
competitiveness and flexibility.
The Group utilises LIFFE grain derivatives as hedging
instruments as fair value hedges against the open long or short
positions on its forward purchase and sales books. The Group does
not have any assets held for trading and does not engage in the
taking of speculative commodity positions.
The Group's commercial risk management strategy remains
unchanged, but it has decided to adopted the IFRS 9 option that
allows more items to qualify for hedge accounting by removing the
80 - 125% highly effective threshold relationship criteria between
the hedged item and the hedging instrument set out in IAS 39
Financial Instruments: Recognition and Measurement.
IFRS 15
i) Revenue recognition
The implementation project concluded that the Group's income
streams, and net assets were not materially impacted by the
five-stage revenue recognition model and agent versus principal
considerations.
As a manufacturer and specialist merchant, the Group earns the
majority of its revenues from sales of goods rather than services,
and hence recognises revenue at a point in time, typically on
delivery or at the point of shipping, rather than over time.
Contracts are identified at the point an order is placed, and the
performance obligations, transaction price and the separate
contract obligations are all clearly defined. There is limited
judgement needed to identify the point at which control passes -
once physical delivery of the products to the agreed location has
occurred, the Group no longer has physical possession and will
usually have a present right to payment as a single receipt on
delivery. None of the significant risks and rewards of the goods
are retained. Within Specialist Agricultural Merchanting, some
contracts provide customers with a limited right of return, but
experience has shown that the value of these returns is
immaterial.
ii) Disclosure disaggregation of revenue
The IFRS introduced a requirement to disaggregate revenue from
contracts with customers into categories that depict how the
nature, amount, timing and uncertainty of revenue and cash flows
are affected by economic factors, for example, by type of goods or
service, by geographic region, by customer type, timing of transfer
and sales channel.
The implementation project concluded that existing segmental
reporting disclosures provided under IFRS 8 Operating Segments did
not require any different or further disaggregation of revenue
because they show the type of sale, all our customers are based in
the UK, our customers typically buy from both segments and are
farmers, rural dwellers and small-holders, are goods-related at a
point in time, and the two segments show the direct to farm and via
specialist agricultural merchanting depots / catalogues.
Overall conclusion
There were no material adjustments as a result of application of
IFRS 9 or IFRS 15.
17. ALTERNATIVE PERFORMANCE MEASURE
Using the Board's preferred alternative performance measured
referred to as Underlying pre-tax profit, which includes the gross
share of results from joint ventures and associates but excludes
share-based payments and non-recurring items, the Group achieved
GBP8.01 (2018: GBP9.60m). A reconciliation with the reported income
statements and this measure, together with the reasons for its use
is given below:
2019 2018
GBP000 GBP000
------- -------
Profit before tax 7,553 9,529
Share of tax incurred by joint ventures
and associates 103 82
Share-based payments 49 55
Non-recurring items 301 (69)
------- -------
Underlying pre-tax profit 8,006 9,597
======= =======
The Board provides this alternative performance measure as it
believes it provides a view of the underlying commercial
performance of the current trading activities, providing investors
and other users of the accounts with an improved view of likely
future performance by making the following adjustments to the IFRS
results for the following reasons:
-- The add back of tax incurred by joint ventures and
associates. The Board believes the incorporation of
the gross result of these entities provides a fuller
understanding of their combined contribution to the
Group performance.
-- The add back of share-based payments. This charge
is a calculated using a standard valuation model,
with the assessed non-cash cost each year varying
depending on new scheme invitations and the number
of leavers from live schemes. These variables can
create a volatile non-cash charge to the income statement,
which is not directly connected to the trading performance
of the business.
-- Non-recurring items. The Group's accounting policies
include the separate identification of non-recurring
material items on the face of the income statement,
which the Board believes could cause a misinterpretation
of trading performance if not disclosed. See note
4.
18. RESPONSIBILTY STATEMENT
The Directors below confirm to the best of their knowledge:
-- the financial statements, prepared in accordance with
the applicable set of accounting standards, give a
true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the
undertakings included in the consolidation taken as
a whole; and
-- the management report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included
in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties
that they face.
J J McCarthy
P M Kirkham
B P Roberts
G W Davies
D A T Evans
H J Richards
S J Ellwood
19. CONTENT OF THIS REPORT
The financial information set out above does not constitute the
Group's statutory accounts for the years ended 31 October 2019 or
31 October 2018 but is derived from those accounts.
Statutory accounts for 2018 have been delivered to the Registrar
of Companies. The auditor, BDO LLP, has reported on the 2018
accounts; the report (i) was unqualified, (ii) did not include a
reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not
contain a statement under section 498(2) or (3) of the Companies
Act 2006.
The statutory accounts for 2019 will be delivered to the
Registrar of Companies following the Annual General Meeting. The
auditor, BDO LLP, has reported on these accounts; their report is
unqualified, does not include a reference to any matters to which
the auditor drew attention by way of emphasis without qualifying
their report, and; does not include a statement under either
section 498(2) or (3) of the Companies Act 2006.
The Annual Report and full Financial Statements will be
available to shareholders during the week commencing 17 February
2020. Further copies will be available to the public, free of
charge, from the Company's Registered Office at Eagle House,
Llansantffraid, Powys, SY22 6AQ or on the Company's website at
www.wynnstay.co.uk.
20. ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at The
Sovereign Suite, Shrewsbury Town Football Club, Oteley Road,
Shrewsbury, Shropshire, SY2 6ST on Tuesday 24 March 2020 at
11.45am.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR UASKRRAUAUAR
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January 22, 2020 02:00 ET (07:00 GMT)
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