TIDMWYN

RNS Number : 8525Q

Wynnstay Group PLC

24 June 2020

24 June 2020

AIM: WYN

Wynnstay Group Plc

("Wynnstay" or the "Group" or the "Company")

Interim Results

For the six months ended 30 April 2020

Resilient Results in Exceptionally Challenging Market Conditions

Key points

Financial

 
 --   Resilient results, with increased profitability, despite exceptionally 
       challenging market conditions caused by coronavirus crisis, 
       subdued farmgate prices, and ongoing Brexit uncertainty 
      -    results benefited from the Group's balanced spread of agricultural 
            activities, which provide a natural hedge against sector 
            variation 
 --   Revenue of GBP229.29m (2019: GBP260.57m), reflecting commodity 
       price deflation 
 --   Adjusted operating profit(1) up 8% to GBP4.78m (2019: 4.43m) 
 --   Reported profit before tax up 4% to GBP4.30m (2019: GBP4.12m) 
 --   Basic earnings per share up 3% to 17.50p (2019: 17.01p) 
 --   Net debt on comparable basis to last year reduced to GBP2.54m 
       at period end (2019: GBP14.70m), helped by commodity price 
       deflation 
      -    IFRS 16 creates additional lease liabilities of GBP6.42m, 
            which increase total debt to GBP8.96m 
 --   Net assets increased to GBP96.84m at period end (2019: GBP92.97m), 
       which represents c.GBP4.87 per share 
 --   Short-term and committed bank facilities amounting to GBP20m 
       recently renewed 
 --   Interim dividend of 4.60p per share maintained (2019: 4.60p), 
       reflecting Board's confidence in the strength of the underlying 
       business 
 

[1] Note 20. Explanation of Non GAAP measure

Operational

 
 --   Agriculture Division - revenue of GBP166.41m (2019: GBP195.05m), 
       operating profit of GBP1.81m (2019: GBP1.79m) 
      -   extreme wet weather adversely affected winter planting season, 
           reducing demand for arable inputs 
      -   feed performance improved, although volumes reduced in line 
           with national market trends 
      -   tight market for grain trading activities with margins under 
           pressure 
 --   Specialist Agricultural Merchanting Division - revenue of GBP62.83m 
       (2019: GBP65.48m), operating profit of GBP3.02m (2019: GBP2.67m) 
      -   'Order & collect' system established across depot network 
           to ensure staff and customer safety during coronavirus 'lockdown', 
           affected some ancillary sales. Nearly all depots have now 
           resumed more normal trading protocols while ensuring social 
           distancing 
      -   profitability increased, helped by cost efficiency programme 
           commenced last year 
 

Outlook

 
 --   Board expects trading backdrop to remain under pressure for 
       the remainder of the year in light of the coronavirus crisis 
       and ongoing Brexit-related uncertainties 
 --   Wynnstay is well-positioned financially and operationally to 
       navigate the near term challenges and will continue with investment 
       programme 
 

Gareth Davies, Chief Executive of Wynnstay, commented:

"These resilient results in the face of the headwinds created by the coronavirus pandemic, continuing Brexit uncertainty and subdued farmgate prices, demonstrate the robustness of the business. Wynnstay's broad spread of agricultural activities is a significant strength, acting as a natural hedge against sector variations.

"We are proud of the way staff responded to the challenges of trading under the Government's emergency 'lockdown' measures, which meant that we were able to maintain the supply of products and services to customers, albeit with necessary adaptations.

"The Group is well-placed financially and operationally to navigate the ongoing coronavirus crisis. While we expect the remainder of the year to remain challenging, our confidence in the long-term prospects for Wynnstay remain undiminished."

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 / Dan     T: 020 3178 6378 
                         Mahoney 
 Shore Capital (Nomad   Stephane Auton / Patrick   T: 020 7408 4090 
  and Broker)            Castle / John More 
 

CHAIRMAN'S STATEMENT

INTRODUCTION

We are pleased to report a resilient trading performance in what was an exceptionally challenging period. Adjusted operating profit before non-recurring items(1) in the six months to 30 April 2020 increased by 8% to GBP4.78m (2019: GBP4.43m) on lower revenue of GBP229.29m (2019: GBP260.57m), largely impacted by commodity price deflation. Reported profit before tax was 4% higher at GBP4.30m (2019: GBP4.12m). Both the Agriculture and Specialist Agricultural Merchanting divisions contributed to this recovery in performance, which also benefited from the efficiency programme we introduced a year ago.

The outbreak of the coronavirus and subsequent global pandemic created significant social and economic disruption. Our overriding priority has been to ensure the welfare of our colleagues, customers and supplier partners as well as to mitigate risk for the wider community. We are very proud of the way in which Wynnstay colleagues responded to the challenges. Remote working arrangements were put in place, and as an essential service provider we continued to trade across all areas of activity. Our depots initially adjusted to an 'order & collect' process to minimise infection risks, and our feed, seed and fertiliser processing activities and other distribution operations continued to function to plan. All depots, except for three, have now returned to more normalised operating procedures, with appropriate safe working practises in place.

These issues and restrictions impacted business opportunities over the first half, and additional costs were incurred, including extra short-term resource to cover for those colleagues unavailable to work because of shielding or isolation requirements. We have not had to make use of the Government's Coronavirus Job Retention Scheme and as such no colleagues have been furloughed.

The pandemic created further pressures for farmers, in particular because of its effect on food distribution channels with the closure of restaurants and other food service outlets. Some milk producers were asked to dispose of their milk, rather than sell it into the market, for a short period of time. This together with ongoing Brexit uncertainty affected farmer confidence, constraining spending.

The mild but abnormally wet winter weather conditions inhibited demand for many of the Group's core product categories, particularly for arable inputs since many farmers were unable to sow winter cereal seed due to the heavy rain. Spring cereal seed was sown towards the end of March, but it has a lower yield and lower input requirement than winter cereals. Some land that would have normally been cultivated was also left fallow.

While we expect the remainder of the financial year to remain challenging, Wynnstay is well-positioned financially and operationally. Our balanced business model, supplying inputs to both arable and livestock farmers, provides a natural hedge. We will continue with our investment programme, upgrading facilities, systems, and processes, together with efficiency initiatives.

FINANCIAL RESULTS

Revenue for the six months to 30 April 2020 decreased by 12% to GBP229.29m (2019: GBP260.72m), with commodity price deflation accounting for an estimated 60% of the year-on-year decrease. The balance of the decrease reflected lower volumes of certain product categories adversely affected by the wet weather and some sales that were impacted by the trading restrictions in the depot merchanting business as a result of the coronavirus crisis. The Agriculture Division contributed GBP166.41m to overall revenue (2019: GBP195.05m) and the Specialist Agricultural Merchanting Division contributed GBP62.83m (2019: GBP65.48m). Other activity contributed revenue of GBP0.05m (2019: GBP0.05m).

During the period, the Group adopted the IFRS 16 accounting standard in relation to Leases, which now requires the recognition of 'right-of-use' property assets on the balance sheet. The Group has chosen not to restate comparative figures, so on adoption there has been an overall comparative negative impact on net profitability of GBP71,471 in the period. Operating profit shows a comparative increase of GBP99,445 as some costs, previously expensed as rental payments, have now been classified as interest payable.

Adjusted operating profit, before non-recurring corporate restructuring costs, increased by 8% to GBP4.78m (2019: GBP4.43m). Operating profit in the Agricultural Division was GBP1.81m (2019: GBP1.79m), which reflected lower arable product demand due to the wet weather, offset by an improved feed performance. Fertiliser and agrochemical sales were very late to commence, in March/April, both for core farmer customers and within our Glasson business. Grain volumes and margins were lower due to farmer reluctance to sell ahead of expected price increases. Operating profit at the Specialist Agricultural Merchanting Division increased by 13.1% to GBP3.02m (2019: GBP2.67m), helped by the cost efficiency programme introduced over the last twelve months. Other activities incurred an operating loss of GBP0.09m (2019: loss of GBP0.08m). As in prior years, the contribution from our Joint Ventures will be consolidated in the second half of our full year results.

Corporate restructuring expenses relating to the efficiency programme amounted to GBP0.18m (2019: GBP0.09m)(2) , and net finance costs increased to GBP0.26m (2019: GBP0.16m), which mainly reflected the adoption of the IFRS 16 interest charges.

The resultant reported profit before tax was GBP4.30m (2019: GBP4.12m), up 4%. The tax charge for the period was GBP0.82m (2019: GBP0.76m) and profit after tax increased by 3% to GBP3.48m (2019: GBP3.36m). Basic earnings per share increased by 3% to 17.50p (2019: 17.01p).

Net assets at 30 April 2020 increased by 4% to GBP96.84m (2019: GBP92.97m), which represents approximately GBP4.87 per share (2019: GBP4.70 per share). The weighted average number of shares in issue during the period was 19.90m (2019: 19.77m).

Net debt at 30 April 2020 calculated on a comparable basis to last year reduced by 83% to GBP2.54m (2019: GBP14.70m)(3) . However, the impact of adopting IFRS 16 has been to create additional lease liabilities of GBP6.42m, which are now technically classified as debt, and to increase the balance sheet reported net borrowings and lease liabilities at the period end to a total of GBP8.96m. While the Group's cash requirements are at their highest during the spring months, particularly in April, working capital utilisation benefitted strongly from the commodity deflation driven lower revenues in this period. The lower levels of fertiliser activity have also strongly contributed to this lower cash requirement, which is a considerable reversal to the trading pattern experienced last year.

The Group's robust liquidity position is further supported by recently renewed short-term and committed bank facilities amounting to GBP20m.

DIVID

The Board is pleased to declare an interim dividend of 4.60p per share (2019: 4.60p), equivalent to last year's. This reflects the Board's continuing confidence in the underlying business while recognising the broader economic uncertainty.

The interim dividend will be paid on 30 October 2020 to shareholders on the register at the close of business on 25 September 2020. As in previous years, the Scrip Dividend alternative will continue to be available, with the last day for election for this scheme being 16 October 2020.

REVIEW OF OPERATIONS

AGRICULTURE DIVISION

Many of the elements affecting UK farmer confidence in our last financial year, including subdued farmgate prices, extreme weather, and political uncertainty over Brexit, continued into the current financial year, and the impact of the global coronavirus pandemic has heightened farmer caution.

Feed Products

Feed performance improved over the same period last year, benefiting from higher gross margin, which offset the slight reduction in overall volumes. While the winter was generally mild, the extremely wet weather prevented the early turn out of animals seen in 2019, and we saw a recovery in volumes of sheep feed sold. Other ruminant categories saw small volume reductions as many customers switched to straight feeds away from manufactured compounds in reaction to lower farmgate prices. Through our dedicated team of poultry specialists, we maintain a significant presence in the local free-range egg manufactured feed market, where demand is generally very stable. Our ruminant youngstock team continued to grow market share within the milk replacer sector at farm level.

Arable Products

The extreme and prolonged wet weather, which dominated the early months of 2020, hampered all forms of arable farming. Much of the winter cereal seed, bought in the autumn, could not be planted and unused product remains on farm to be sown this autumn. However, we benefitted from strong demand for spring cereal seed varieties when the weather improved in April. These spring crops have a shorter growing period, yield less grain, and require a lower level of agricultural inputs than winter crops. This was reflected in reduced demand for fertilisers and agrochemicals, and the grassland fertiliser market was also delayed due to the wet weather.

While grass seed sales were similarly delayed by the weather, we took advantage of our strong market presence in this sector once demand picked up in the drier spring period and volumes were higher year-on-year.

Grain trading activities started the year well, with good volumes available from last year's harvest. However, forecast shortages of grain for next year encouraged farmers to delay marketing of their grain to take advantage of anticipated higher prices. This in turn tightened competition for remaining volumes, pressurising margins. We expect this to continue for the rest of the current season, and anticipate reduced volumes from the 2020 harvest, reflecting the lower yields from spring sown crops. This will adversely affect income from grain trading in the fourth quarter of the financial year.

Glasson Grain

Glasson Grain operates in three main areas, feed raw materials, fertiliser production and the manufacture of specialist animal feed products.

Glasson generated a good performance, in line with budget. Feed activities performed satisfactorily. Demand for fertiliser was significantly delayed in the first half, however, in April, as planting conditions improved, volumes rebounded and matched last year's level over the same period. The sharp drop in oil prices following the coronavirus outbreak resulted in lower fertiliser prices and created margin pressure since raw material commitments needed realising before lower replenishment values could come through.

SPECIALIST AGRICULTURAL MERCHANTING DIVISION

Specialist Agricultural Merchanting

The Group's chain of 55 depots mainly cater for the needs of farmers, although rural dwellers also form part of the customer base. They operate very closely with our Agricultural Division, providing a strong channel to market for our products.

Total sales decreased slightly during the period, affected by wet weather and the restricted trading protocols that were introduced following the coronavirus outbreak. However, the Division delivered an improved financial contribution, which was underpinned by the cost efficiency programme commenced last year.

From the end of March when the Government's 'lockdown' came into effect, the Division traded as an essential service provider, albeit adjusting swiftly to an 'order & collect' process, with customers pre-ordering goods for collection from depots. This meant that some ancillary sales (such as household, clothing, gardening and some pet lines) were lost. All but three of our depots have now returned to more normalised operating procedures, with appropriate safe working practises in place. Two depots continue to operate under 'order & collect', and a small depot in South Wales remains closed.

Youngs Animal Feeds

Revenues at our specialist equine feeds business increased in the period. This largely reflected customer coronavirus-linked stockpiling, and, in the short-term, the cancellation of many summer equine events and shows is expected to restrain sales. The business is relaunching the Company's manufactured fibre feed range under the Sweet Meadow brand, which represents an exciting new opportunity.

JOINT VENTURES AND ASSOCIATES

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")

We recognise that our activities have an impact on the environment and can also affect the wider community. We therefore incorporate environmental, social and governance factors into decision-making processes. Furthermore, we also believe that Wynnstay can play an important role in assisting our customers with environmental and sustainability objectives.

The Group seeks to operate all its activities in an environmentally sustainable manner. This includes investing in energy saving opportunities, reducing all forms of consumables, securing relevant accreditation for its operations where possible, and sourcing sustainable products for our supply chain. We are engaging with the National Farmers Union's goal of reaching 'net zero' greenhouse gas emissions across the whole of agriculture in England and Wales by 2040.

Making a positive contribution to the communities we serve is important and, as well as seeking to be an equitable employer, the Group provides educational support, charitable contributions and backs regional social initiatives including agricultural shows, community events and project support.

The Wynnstay Board is committed to the highest standards of appropriate corporate and commercial governance so as to deliver long term shareholder value and ensure the maximum positive impact it can have on other important stakeholder groups including colleagues, customers and suppliers. Doing the right thing is the only way we can be confident of long-term success.

OUTLOOK

There is considerable uncertainty both in the wider economy and in our specific sector, created by the coronavirus crisis and Brexit. As we look over the remainder of the year therefore, we expect the trading backdrop to remain difficult. However, as the Group's results have shown, we have a resilient business model and our spread of activities across the arable and feed enterprises continues to provide a hedge against sector variation.

Notwithstanding the immediate challenges, we view medium and long-term prospects positively. Our strong balance sheet and liquidity supports our ongoing programme of investment in infrastructure and systems to improve operational efficiencies and reduce cost. We remain focused on aligning ourselves closely with the changing needs and requirements of our customer base. This covers all aspects of the business, including the provision of advisory services direct to farm via our specialist sales team, as well as through our product offering and routes to our market.

The Board retains its positive view of the opportunities available to the Group and UK Agriculture.

Jim McCarthy

Chairman

 
 
 

[1] Note 20. Explanation of Non GAAP measure.

(2) Note 10

(3) Note 11

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 April 2020

 
                                                 Unaudited     Unaudited       Audited 
                                                six months    six months    year ended 
                                                     ended         ended    31 October 
                                                  30 April      30 April          2019 
                                                      2020          2019 
                                        Note       GBP'000       GBP'000       GBP'000 
 CONTINUING OPERATIONS 
 Revenue                                           229,288       260,572       490,602 
 Cost of sales                                   (197,781)     (228,397)     (428,621) 
                                              ------------  ------------  ------------ 
 Gross profit                                       31,507        32,175        61,981 
 Manufacturing, distribution 
  and selling costs                               (23,333)      (24,381)      (48,177) 
 Administrative expenses                           (3,561)       (3,541)       (6,434) 
 Other operating income                  9             168           180           385 
-------------------------------------  -----  ------------  ------------  ------------ 
 Adjusted operating profit4              20          4,781         4,433         7,755 
 Amortisation of acquired intangible 
  assets and share -based payment 
  expense                                10           (44)          (59)          (77) 
 Non-recurring items                     10          (185)          (96)         (301) 
-------------------------------------  -----  ------------  ------------  ------------ 
 Group operating profit                              4,552         4,278         7,377 
 Interest income                                        55            52           164 
 Interest expense                                    (310)         (209)         (348) 
 Share of profits in joint ventures 
  and associate accounted for 
  using the equity method                2               -             -           463 
 Share of tax incurred in by 
  joint venture and associate                            -             -         (103) 
 Profit before taxation                              4,297         4,121         7,553 
 Taxation                                4           (817)         (758)       (1,421) 
 Profit for the period and other 
  comprehensive income attributable 
  to the equity holders                              3,480         3,363         6,132 
                                              ============  ============  ============ 
 
 Basic earnings per ordinary 
  share (pence)                                      17.50         17.01         30.95 
 
 Diluted earnings per ordinary 
  share (pence)                                      17.43         16.98         30.95 
 
 
 
 
 
 

4 Adjusted operating profit is after adding back amortisation of acquired intangible assets, share-based payment expense and non-recurring items - note 20

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEET

For the six months ended 30 April 2020

 
                                                Unaudited     Unaudited       Audited 
                                                 as at 30      as at 30         as at 
                                               April 2020    April 2019    31 October 
                                                                                 2019 
                                       Note       GBP'000       GBP'000       GBP'000 
------------------------------------  -----  ------------  ------------  ------------ 
 ASSETS 
 NON-CURRENT ASSETS 
 Goodwill                                          14,968        14,964        14,968 
 Investment property                                2,372         2,372         2,372 
 Property, plant and equipment                     17,964        23,274        23,225 
 Right-of-use asset                                11,264             -             - 
 Investments accounted for 
  using the equity method                           3,175         2,863         3,175 
 Intangibles                                          243           281           261 
------------------------------------  -----  ------------  ------------  ------------ 
                                                   49,986        43,754        44,001 
------------------------------------  -----  ------------  ------------  ------------ 
 
   CURRENT ASSETS 
 Inventories                                       42,002        46,479        42,239 
 Trade and other receivables                       75,501        83,757        63,887 
 Financial assets - loans 
  to joint ventures                                 4,929         3,089         4,413 
 Cash and cash equivalents              11          3,452           423        10,608 
                                                  125,884       133,748       121,147 
------------------------------------  -----  ------------  ------------  ------------ 
 TOTAL ASSETS                                     175,870       177,502       165,148 
 
 LIABILITIES 
 CURRENT LIABILITIES 
 Financial liabilities - borrowings               (1,860)      (11,648)       (3,686) 
 Lease Liabilities                                (3,539)             -             - 
 Trade and other payables                        (65,202)      (67,987)      (62,113) 
 Current tax liabilities                            (991)       (1,092)         (894) 
                                                 (71,592)      (80,727)      (66,693) 
------------------------------------  -----  ------------  ------------  ------------ 
 NET CURRENT ASSETS                                54,292        53,021        54,454 
------------------------------------  -----  ------------  ------------  ------------ 
 
 NON-CURRENT LIABILITIES 
 Financial liabilities - borrowings                 (313)       (3,468)       (3,078) 
 Lease liabilities                                (6,701)             -             - 
 Trade and other payables                           (199)         (206)         (201) 
 Deferred tax liabilities                           (228)         (132)         (228) 
                                                  (7,441)       (3,806)       (3,507) 
------------------------------------  -----  ------------  ------------  ------------ 
 TOTAL LIABILITIES                               (79,033)      (84,533)      (70,200) 
------------------------------------  -----  ------------  ------------  ------------ 
 NET ASSETS                                        96,837        92,969        94,948 
------------------------------------  -----  ------------  ------------  ------------ 
 
 EQUITY 
 Share capital                          6           5,002         4,963         4,974 
 Share premium                                     30,509        30,170        30,284 
 Other reserves                                     3,455         3,431         3,429 
 Retained earnings                                 57,871        54,405        56,261 
 TOTAL EQUITY                                      96,837        92,969        94,948 
------------------------------------  -----  ------------  ------------  ------------ 
 

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended 30 April 2020

 
                                    Share      Share       Other    Retained     Total 
                                  Capital    Premium    Reserves    Earnings    Equity 
 
                                  GBP'000    GBP'000     GBP'000     GBP'000   GBP'000 
 
 
 Balance at 1 November 2018         4,943     29,941       3,377      52,812      91,073 
 Profit for the period                  -          -           -       3,363       3,363 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Total comprehensive income 
  for the period                        -          -           -       3,363       3,363 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Transactions with owners 
  of the Company, recognised 
  directly in equity 
 Shares issued during the 
  period                               20        229           -           -         249 
 Own shares disposed by ESOP 
  trust                                 -          -           3           -           3 
 Dividends                              -          -           -     (1,770)     (1,770) 
 Equity settled share-based 
  payment transactions                  -          -          51           -          51 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Total contributions by and 
  distributions to owners 
  of the Group                         20        229          54     (1,770)     (1,467) 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 At 30 April 2019                   4,963     30,170       3,431      54,405      92,969 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Profit for the period                  -          -           -       2,769       2,769 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Total comprehensive income 
  for the period                        -          -           -       2,769       2,769 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Transactions with owners 
  of the Company, recognised 
  directly in equity 
 Shares issued during the 
  period                               11        114           -           -         125 
 Dividends                              -          -           -       (913)       (913) 
 Equity settled share-based 
  payment transactions                  -          -         (2)           -         (2) 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Total contributions by and 
  distributions to owners 
  of the Group                         11        114         (2)       (913)       (790) 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 At 31 October 2019                 4,974     30,284       3,429      56,261      94,948 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Profit for the period                  -          -           -       3,480       3,480 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Total comprehensive income 
  for the period                        -          -           -       3,480       3,480 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Transactions with owners 
  of the Company, recognised 
  directly in equity 
 Shares issued during the 
  period                               28        225           -           -         253 
 Dividends                              -          -           -     (1,870)     (1,870) 
 Equity settled share-based 
  payment transactions                  -          -          26           -          26 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 Total contributions by and 
  distributions to owners 
  of the Group                         28        225          26     (1,870)     (1,591) 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 At 30 April 2020                   5,002     30,509       3,455      57,871      96,837 
------------------------------  ---------  ---------  ----------  ----------  ---------- 
 
 

WYNNSTAY GROUP PLC

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 April 2020

 
                                            Unaudited     Unaudited       Audited 
                                           six months    six months    year ended 
                                                ended      ended 30    31 October 
                                             30 April    April 2019          2019 
                                                 2020 
                                   Note       GBP'000       GBP'000       GBP'000 
--------------------------------  -----  ------------  ------------  ------------ 
 Cash flow from operating 
  activities 
 Cash (used in)/generated 
  from operations                   13        (1,062)       (7,498)        14,756 
 Interest received                                 55            52           164 
 Interest paid                                  (310)         (209)         (348) 
 Tax paid                                       (720)         (914)       (1,680) 
 Net cash (used in)/generated 
  from operating activities                   (2,037)       (8,569)        12,892 
--------------------------------  -----  ------------  ------------  ------------ 
  Cash flows from investing 
   activities 
 Acquisition of subsidiaries 
  (net of cash acquired)                         (68)         (264)         (893) 
 Proceeds on sale of property, 
  plant and equipment                               6           159           288 
 Purchase of property, plant 
  and equipment                                 (505)       (1,829)       (2,412) 
 Own shares disposed of by 
  ESOP trust                                        -             3             3 
 Dividends received from 
  Associates                                        -             -           132 
 Net cash used by investing 
  activities                                    (567)       (1,931)       (2,882) 
--------------------------------  -----  ------------  ------------  ------------ 
 
 Cash flows from financing 
  activities 
 Net proceeds from the issue 
  of ordinary share capital                       253           249           374 
 Principle paid on lease 
  liabilities (30 April 2019 
  and 31 October 2019: finance 
  lease principle repayments)                 (2,066)         (886)       (1,798) 
 Repayments of loans                            (869)         (980)       (1,971) 
 Dividends paid to shareholders               (1,870)       (1,770)       (2,683) 
--------------------------------  -----  ------------  ------------  ------------ 
 Net cash used in financing 
  activities                                  (4,552)       (3,387)       (6,078) 
--------------------------------  -----  ------------  ------------  ------------ 
  Net decrease in cash and 
   cash equivalents                           (7,156)      (13,887)         3,932 
--------------------------------  -----  ------------  ------------  ------------ 
 Cash and cash equivalents 
  at beginning of period                       10,608         6,676         6,676 
--------------------------------  -----  ------------  ------------  ------------ 
 Cash and cash equivalents 
  at end of period                  11          3,452       (7,211)        10,608 
--------------------------------  -----  ------------  ------------  ------------ 
 

WYNNSTAY GROUP PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

GENERAL INFORMATION

Wynnstay Group Plc has a number of operations. These are described in the segment analysis in note 8.

Wynnstay Group Plc is a company incorporated and domiciled in the United Kingdom. The address of its registered office is shown in note 3.

   1.    BASIS OF PREPARATION 

The Interim Report was approved by the Board of Directors on 23 June 2020.

The condensed financial statements for the six months to the 30 April 2020 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 2019 set out above is an extract from the published financial statements for that year which have been delivered to the Registrar of Companies. The auditor's 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 2020 and for the six months ended 30 April 2019 are unaudited.

The consolidated financial statements are presented in sterling, which is also the Group's functional currency. Amounts are rounded to the nearest thousand, unless otherwise stated.

The condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 October 2019, 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. The impact of the coronavirus crisis is discussed under 'Critical accounting estimates and judgements'.

   2.   CONSOLIDATION OF SHARE OF RESULTS IN JOINT VENTURES AND ASSOCIATES 

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 2020. 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 under the historical cost convention other than shared-based payments, which are included at fair value and certain financial instruments which are explained in the annual consolidated financial statements for the year ended 31 October 2019.

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the preparing of the Group's financial statements for the year ended 31 October 2019 except as disclosed in note 2 and note 19. 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

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are e ective in future accounting periods that the group has decided not to adopt early.

The following amendments are e ective for the period beginning 1 January 2020:

IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - De nition of Material)

IFRS 3 Business Combinations (Amendment - De nition of Business) Revised Conceptual Framework for Financial Reporting

In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classi ed as current or non-current. These amendments clarify that current or non-current classi cation is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that 'settlement' includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classi ed as an equity instrument separately from the liability component of a compound nancial instrument. The amendments are e ective for annual reporting periods beginning on or after 1 January 2022.

Wynnstay Group Plc is currently assessing the impact of these new accounting standards and amendments. The Group does not believe that the amendments to IAS 1 will have a signi cant impact on the classi cation of its liabilities.

The Group does not expect any other standards issued by the IASB, but not yet e ective, to have a material impact on the Group.

New standards and interpretations

IFRS 16 Leases was adopted on 1 November 2019 and has given rise to changes in the Group's accounting policies. Details of the impact of this standard has had are given in note 19.

Other new and amended standards and Interpretations issued by the IASB that will apply for the rst time in the next annual nancial 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.

Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may di er from these estimates and assumptions. The estimates and assumptions that have a signi cant risk of causing a material adjustment to the carrying amount of assets and liabilities with the next nancial year are unchanged from those disclosed in the nancial statements for the year ended 31 October 2019 except in relation to the outbreak of the coronavirus crisis.

The coronavirus outbreak occurred during this nancial reporting period and conditions continue to evolve since the end of the reporting period (30 April 2020). Wynnstay is classi ed as operating in a key industry, and as such has been able to continue activities throughout the crisis adhering, with appropriate government guidance. The most signi cant impact on trading has been in the depots within the Special Agricultural Merchanting segment, which for safety reasons moved to an order and collect trading policy, temporarily stopping customers coming into the branches from 27 March 2020. Following risk assessments and modi cations to working practises to facilitate social distancing requirements a rolling programme of depot re-opening commenced on 1 June 2020.

Consideration has been given to the assets and liabilities as at 30 April 2020 and an evaluation has been made that there are no coronavirus connected impairments to record at the time of authorising these nancial statements. The situation continues to evolve and as more information becomes available it is possible that in the future actual experience may di er and hence these matters are key judgement for these nancial statements.

   4.    TAXATION 

The tax charge for the six months ended 30 April 2020 and 30 April 2019 is based on an apportionment of the estimated tax charge for the full year.

The effective tax rate is 19.0% (6 months ended 30 April 2019: 18.4%) which is the same as the standard rate of 19.0% (2019: 19.0%).

   5.    EARNINGS PER SHARE 

Basic earnings per 25p ordinary share has been calculated by dividing profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. 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.

 
                                        Unaudited six    Unaudited six 
                                         months ended     months ended 
                                        30 April 2020    30 April 2019 
  Weighted average number of shares 
   in issue: basic                         19,896,621       19,772,234 
 Weighted average number of shares 
  in issue: diluted                        19,978,002       19,797,827 
 
   6.    SHARE CAPITAL 

During the current period a total of 111,564 (2019: 79,189) shares were issued with an aggregate nominal value of GBP27,891 (2019: GBP19,797) fully paid up for equivalent cash of GBP253,811 (2019: GBP248,653). Included in these issues were 111,564 (2019: 79,189) shares allotted to shareholders exercising their rights to receive dividends under the Company's scrip dividend scheme. No other shares were allocated during the current or prior period. As at 30 April 2020 a total of 20,007,572 shares are in issue (2019: 19,850,985).

   7.    DIVIDS 

During the period ended 30 April 2020 an amount of GBP1,870,225 (2019: GBP1,769,575) was charged to reserves in respect of equity dividends paid. An interim dividend of 4.60p per share (2019: 4.60p) will be paid on 30 October 2020 to shareholders on the register on the 25 September 2020. New elections to receive Scrip Dividends should be made in writing to the Company's Registrars before 16 October 2020.

   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 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 a wide range of specialist products to farmers, smallholders, and pet owners.

Other - miscellaneous operations not classi ed as Agriculture or Specialist Agricultural Merchanting.

The Board assesses the performance of the operating segments based on a measure of operating pro t. Non-recurring costs and nance 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 nancial statements. No segment is individually reliant on any one customer.

Details on how IFRS 16 has impacted operating profit and interest charged in the period ended 30 April 2020 are contained in note 20. The periods ending 30 April 2019 and 31 October 2019 have not been restated.

The segment results for the period ended 30 April 2020 and comparative periods are as follows:

 
                                       Agriculture      Specialist     Other     Total 
                                                      Agricultural 
                                                       Merchanting 
 Unaudited for the six months              GBP'000         GBP'000   GBP'000   GBP'000 
  ended 
  30 April 2020: 
------------------------------------  ------------  --------------  --------  -------- 
 Revenue from external customers           166,409          62,834        45   229,288 
 Segment results 
 Group operating profit before 
  non-recurring items                        1,811           3,017      (91)     4,737 
 Share of result of Associates 
  and Joint Ventures                             -               -         -         - 
                                             1,811           3,017      (91)     4,737 
 Non-recurring items (note 
  10)                                                                            (185) 
 Interest income                                                                    55 
 Interest expense                                                                (310) 
                                                                              -------- 
 Profit before taxation                                                          4,297 
 Taxation                                                                        (817) 
                                                                              -------- 
 Profit for the period attributable 
  to shareholders                                                                3,480 
                                                                              -------- 
 
                                       Agriculture      Specialist     Other     Total 
                                                      Agricultural 
                                                       Merchanting 
  Unaudited for the six months             GBP'000         GBP'000   GBP'000   GBP'000 
   ended 30 April 2019 for 
   continuing operations: 
------------------------------------  ------------  --------------  --------  -------- 
 Revenue from external customers           195,052          65,475        45   260,572 
 Segment results 
 Group operating profit before 
  non-recurring items                        1,791           2,667      (84)     4,374 
 Share of result of Associates 
  and Joint Ventures                             -               -         -         - 
------------------------------------  ------------  --------------  --------  -------- 
                                             1,791           2,667      (84)     4,374 
 Non-recurring items (note 
  10)                                                                             (96) 
 Interest income                                                                    52 
 Interest expense                                                                (209) 
                                                                              -------- 
 Profit before taxation                                                          4,121 
 Taxation                                                                        (758) 
                                                                              -------- 
 Profit for the period attributable 
  to shareholders                                                                3,363 
                                                                              -------- 
 
                                       Agriculture      Specialist     Other     Total 
                                                      Agricultural 
                                                       Merchanting 
 Audited for the year ended                GBP'000         GBP'000   GBP'000   GBP'000 
  31 October 2019 for continuing 
  operations: 
------------------------------------  ------------  --------------  --------  -------- 
 Revenue from external customers           358,687         131,843        72   490,602 
 Segment results 
 Group operating profit before 
  non-recurring items                        2,417           5,240        21     7,678 
 Share of result of Associates 
  and Joint Ventures                           534               4      (75)       463 
------------------------------------  ------------  --------------  --------  -------- 
                                             2,951           5,244      (54)     8,141 
 Non-recurring items (note 
  10)                                                                            (301) 
 Interest income                                                                   164 
 Interest expense                                                                (348) 
                                                                              -------- 
 Profit before taxation                                                          7,656 
 Taxation                                                                      (1,524) 
                                                                              -------- 
 Profit for the year attributable 
  to shareholders                                                                6,132 
                                                                              -------- 
 
 
   9.    OTHER OPERATING INCOME 
 
                   Unaudited six    Unaudited six   Audited year 
                    months ended     months ended          ended 
                   30 April 2020    30 April 2019     31 October 
                                                            2019 
                         GBP'000          GBP'000        GBP'000 
---------------  ---------------  ---------------  ------------- 
 Rental Income               168              180            385 
 

10. AMORTISATION OF ACQUIRED INTANGIBLE ASSETS AND SHARE-BASED PAYMENTS AND NON-RECURRING ITEMS

 
                                 Unaudited six    Unaudited six   Audited year 
                                  months ended     months ended          ended 
                                 30 April 2020    30 April 2019     31 October 
                                                                          2019 
                                       GBP'000          GBP'000        GBP'000 
-----------------------------  ---------------  ---------------  ------------- 
 Amortisation of acquired 
  intangible assets and 
  share-based payments 
 Amortisation of intangibles                18                8             28 
 Cost of share-based 
  reward                                    26               51             49 
-----------------------------  ---------------  ---------------  ------------- 
                                            44               59             77 
-----------------------------  ---------------  ---------------  ------------- 
 
 Non-recurring items 
 Business re-organisation 
  costs                                    185               92            297 
 Business combination 
  expenses                                   -                4              4 
                                           185               96            301 
-----------------------------  ---------------  ---------------  ------------- 
 

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 prior year.

11. CASH AND CASH EQUIVALENTS AND BORROWINGS

 
                                            Unaudited     Unaudited    Audited year 
                                           six months    six months        ended 31 
                                                ended         ended    October 2019 
                                             30 April      30 April 
                                                 2020          2019 
                                              GBP'000       GBP'000         GBP'000 
---------------------------------------  ------------  ------------  -------------- 
 Cash and cash equivalents per 
  balance sheet                                 3,452           423          10,608 
 Bank overdrafts                                    -       (7,634)               - 
---------------------------------------  ------------  ------------  -------------- 
 Cash and cash equivalents per 
  cash flow statement                           3,452       (7,211)          10,608 
 Bank loans due within one year 
  or on demand                                (1,176)       (1,860)         (1,457) 
 Loan capital                                   (684)         (686)           (683) 
 Lease liabilities (30 April 2019 
  and 31 October 2019: Net obligations 
  under finance leases)                       (3,539)       (1,468)         (1,546) 
---------------------------------------  ------------  ------------  -------------- 
 Net (debt)/cash due within one 
  year                                        (1,947)      (11,225)           6,922 
 Bank loans due after one year                  (313)       (1,486)           (902) 
 Lease liabilities (30 April 2019 
  and 31 October 2019: Net obligations 
  under finance leases)                       (6,701)       (1,982)         (2,176) 
---------------------------------------  ------------  ------------  -------------- 
 Net (debt) due after one year                (7,014)       (3,468)         (3,078) 
---------------------------------------  ------------  ------------  -------------- 
 Total net debt                               (8,961)      (14,693)           3,844 
---------------------------------------  ------------  ------------  -------------- 
 
 

On 1 November 2019 net debt increased by GBP7,251,000 as a result of implementing IFRS 16 (note 18). At 30 April 2020 the value of these lease liabilities were GBP6,421,000, therefore total net debt would have been (GBP2,540,000) if IFRS 16 had not been implemented.

12. RECONCILIATION OF LIABILITIES FROM FINANCING TRANSATIONS

 
                                                                     Non-current      Current        Total   Non-current       Current         Total 
                                                                       loans and    loans and        loans         lease         lease         Lease 
                                                                      borrowings   borrowings          and   liabilities   liabilities   liabilities 
                                                                                                borrowings 
                                                                         GBP'000      GBP'000      GBP'000       GBP'000       GBP'000       GBP'000 
------------------------------------------------------------------  ------------  -----------  -----------  ------------  ------------  ------------ 
 As at 30 April 2019 
  (unaudited)                                                              3,468       11,648       15,116             -             -             - 
 Cash-flows 
 
        *    Repayment of overdrafts                                           -      (7,634)      (7,634)             -             -             - 
 
        *    Repayment of borrowings                                           -      (1,903)      (1,903)             -             -             - 
 Non cash-flows 
 
        *    New finance leases                                              879          306        1,185             -             -             - 
                                                                                                         -             -             - 
        *    Finance leases acquired through business combinations             -            -                                                      - 
 
        *    Non-current becoming current                                (1,269)        1,269            -             -             -             - 
------------------------------------------------------------------  ------------  -----------  -----------  ------------  ------------  ------------ 
 As at 31 October 19 
  (audited)                                                                3,078        3,686        6,764             -             -             - 
 Cash-flows 
 
        *    Repayments                                                        -        (869)        (869)             -       (2,066)       (2,066) 
 
 Non cash-flows 
 
        *    IFRS 16 ROU                                                       -            -            -         5,116         2,135         7,251 
 
        *    Finance leases transferring to lease liabilities            (2,176)      (1,546)      (3,722)         2,176         1,546         3,722 
 
        *    New leases                                                        -            -            -           979           355         1,334 
 
        *    Non-current becoming current                                  (589)          589            -       (1,569)         1,569             - 
------------------------------------------------------------------  ------------  -----------  -----------  ------------  ------------  ------------ 
 As at 30 April 2020                                                         313        1,860        2,173         6,702         3,539        10,241 
------------------------------------------------------------------  ------------  -----------  -----------  ------------  ------------  ------------ 
 

13. CASH (USED IN)/GENERATED FROM OPERATIONS

 
                                             Unaudited     Unaudited   Audited year 
                                            six months    six months          ended 
                                                 ended         ended     31 October 
                                              30 April      30 April           2019 
                                                  2020          2019 
                                               GBP'000       GBP'000        GBP'000 
----------------------------------------  ------------  ------------  ------------- 
 Profit for the period                           3,480         3,363          6,132 
 Adjustments for: 
 Taxation                                          817           758          1,421 
 Depreciation of tangible fixed 
  assets                                         1,138         1,723          3,579 
 Amortisation of other intangible 
  fixed assets                                      18             8             28 
 Amortisation of right-use-assets                1,856             -              - 
 (Profit) on disposal of property, 
  plant and equipment                              (6)          (99)          (170) 
 Profit from distribution from 
  Associate                                          -             -           (84) 
 Interest income                                  (55)          (52)          (164) 
 Interest expense                                  310           209            348 
 Share of results of joint ventures 
  and associate                                      -             -          (360) 
 Share-based payment expenses                       26            51             49 
 Changes in working capital (excluding 
  effects of acquisitions and disposals 
  of subsidiaries) 
 (Decrease) in short term loan 
  to joint venture                               (516)         (277)        (1,601) 
 Decrease in inventories                           237         5,931         10,171 
 (Increase)/decrease in trade and 
  other receivables                           (11,596)      (12,517)          7,426 
 Increase/(decrease) in trade and 
  other payables                                 3,229       (6,596)       (12,019) 
 Cash (used in)/generated from 
  operations                                   (1,062)       (7,498)         14,756 
----------------------------------------  ------------  ------------  ------------- 
 

During the six months to 30 April 2020, the Group purchased property, plant and equipment of GBP1,747,000 (2019: GBP3,079,000) of which GBP1,665,000 relates to right-of-use assets (2019: GBP1,665,000) relates to assets acquired under finance leases.

14. FINANCIAL INSTRUMENTS

IFRS 13 requires nancial instruments that are measured at fair value to be classi ed 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 nancial assets and liabilities are classi ed 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 probability. The amount recognised relates to the ongoing pro tability 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.

Reconciliation of movements in Level 3 nancial instruments

 
                                     Total 
                                    GBP000 
---------------------------------  ------- 
 As at 30 April 2019 (unaudited)     (888) 
 Additions                               - 
 Payment                               552 
---------------------------------  ------- 
 As at 31 October 2019 (audited)     (336) 
 Additions                               - 
 Payments                               50 
 As at 30 April 2020 (unaudited)     (286) 
---------------------------------  ------- 
 

15. OTHER RESERVES

Included in Other reserves are share-based payments; as 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 2020 the ESOP Trust, which is consolidated within the Group financial statements, held 16,834 (2019: 16,834) Ordinary Shares in the Group.

16. GROUP FINANCIAL COMMITMENTS

As at the 30 April 2020, the Group's contingent liabilities in respect of bank guarantees for one of its Associates amounts to GBP125,000 (2019: GBP125,000).

17. CAPITAL COMMITMENTS

As at 30 April 2020 the Group had capital commitments as follows:

 
                                        Unaudited         Unaudited    Audited as 
                                         as at 30    as at 30 April            at 
                                       April 2020              2019    31 October 
                                                                             2019 
                                          GBP'000           GBP'000       GBP'000 
-----------------------------------  ------------  ----------------  ------------ 
 Contracts placed for future 
  capital expenditure not provided 
  in the financial statements                  38               248           808 
 

18. 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 months    six months    year ended       as at       as at         as at 
                             ended         ended    31 October    30 April    30 April    31 October 
                          30 April      30 April          2019        2020        2019          2019 
                              2020          2019 
                           GBP'000       GBP'000       GBP'000     GBP'000     GBP'000       GBP'000 
--------------------  ------------  ------------  ------------  ----------  ----------  ------------ 
 Sales of goods 
  to joint ventures 
  and associate              2,786         3,137         5,651         799       1,109             - 
 Purchases of 
  goods from joint 
  ventures and 
  associate                     35           100           215           -           6            96 
 Loans with joint 
  ventures                   1,840           277             -       4,929       3,089         4,413 
--------------------  ------------  ------------  ------------  ----------  ----------  ------------ 
 

19. EFFECTS OF CHANGES IN ACCOUNTING POLICIES

The Group adopted IFRS 16 Leases with a transition date of 1 November 2019. The Group has chosen not to restate comparatives on adoption of IFRS 16, and therefore, the revised requirements are not re ected in the prior year nancial statements. Rather, these changes have been processed at the date of initial application (i.e. 1 November 2019) and recognised in the opening equity balances. Other new and amended standards and Interpretations issued by the IASB did not 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.

IFRS 16 Leases

E ective 1 November 2019, IFRS 16 has replaced IAS 17 Leases and IFRIC 4 Determining whether an Arrangement Contains a Lease.

IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, together with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17, with the distinction between operating leases and nance leases being retained. The Group does not have signi cant leasing activities acting as a lessor.

Transition Method and Practical Expedients Utilised

The Group adopted IFRS 16 using the rst variation of the modi ed retrospective approach, and therefore at initial application recognised a right-of-use asset and lease liability of GBP7.3m using the Group incremental borrowing rate at 1 November 2019. Hence there was no impact to net assets on 1 November 2019. The Group elected to apply the practical expedient to not reassess whether a contract is, or contains a lease at the date of initial application. Contracts entered into before the transition date that were not identi ed as leases under IAS 17 and IFRIC 4 were not reassessed. The de nition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after 1 November 2019.

IFRS 16 provides for certain optional practical expedients, including those related to the initial adoption of the standard. The Group applied the following practical expedients when applying IFRS 16 to leases previously classi ed as operating leases under IAS 17:

(a) Apply a single discount rate to a portfolio of leases with reasonably similar characteristics;

(b) Exclude initial direct costs from the measurement of right-of-use assets at the date of initial application for leases where the right-of-use asset was determined as if IFRS 16 had been applied since the commencement date;

(c) Reliance on previous assessments on whether leases are onerous as opposed to preparing an impairment review under IAS 36 as at the date of initial application; and

(d) Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application.

As a lessee, the Group previously classi ed leases as operating or nance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of ownership. Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for most leases. However, the Group has elected not to recognise right-of-use assets and lease liabilities for some leases of low value assets based on the value of the underlying asset when new or for short-term leases with a lease term of 12 months or less.

On adoption of IFRS 16, the Group recognised right-of-use assets and lease liabilities as follows:

 
 Classification                         Classification under IFRS 16 
  before IFRS 16 
                    Right-of-use assets                Lease liabilities 
                   ---------------------------------  ---------------------------------- 
 Operating leases   Land and buildings: Right-of-use   Measured at the present 
                     assets are measured at             value of the remaining 
                     an amount equal to the             lease payments, discounted 
                     lease liability, adjusted          using the Group's incremental 
                     by the amount of any prepaid       borrowing rate as at 1 
                     or accrued lease payments.         November 2019. The Group's 
                                                        incremental borrowing 
                     All other: the carrying            rate is the rate at which 
                     value that would have              a similar borrowing could 
                     resulted from IFRS 16              be obtained from an independent 
                     being applied from the             creditor under comparable 
                     commencement date of the           terms and conditions. 
                     leases, subject to the             The weighted-average rate 
                     practical expedients noted         applied was 4.43%. 
                     above. 
                   ---------------------------------  ---------------------------------- 
 Finance leases     Carrying values brought            Carrying values brought 
                     forward, reclassi ed from          forward from nancial liabilities 
                     property, plant and equipment      - borrowings into lease 
                     into right-of-use assets           liabilities 
                   ---------------------------------  ---------------------------------- 
 

The following table presents the impact of adopting IFRS 16 on the statement of nancial position as at 1 November 2019:

 
 ASSETS                      Adjustments   As originally   IFRS 16   1 November 
                                               presented                   2019 
                                                      at 
                                              31 October 
                                                    2019 
-------------------------  -------------  --------------  --------  ----------- 
                                                  GBP000    GBP000       GBP000 
 NON-CURRENT ASSETS 
 Property, plant and 
  equipment                            a          23,225   (4,533)       18,692 
 Right-of-use assets                   b               -    11,784       11,784 
 
 LIABILITIES 
 Current Liabilities 
 Borrowings                            c         (3,686)     1,546      (2,140) 
 Lease liabilities                     d               -   (3,037)      (3,037) 
 
 NON-CURRENT LIABILITIES 
 Borrowings                            c         (3,078)     2,176        (902) 
 Lease liabilities                     d               -   (7,936)      (7,936) 
 
 Equity 
-------------------------  -------------  --------------  --------  ----------- 
 Retained earnings                     e          56,261         -       56,261 
-------------------------  -------------  --------------  --------  ----------- 
 

(a) Property, plant and equipment was adjusted to reclassify leases previously classi ed as nance type to right-of-use assets. The adjustment reduced the cost of property, plant and equipment by GBP6.5m and accumulated amortisation by GBP2.0m for a net adjustment of GBP4.5m

(b) The adjustment to Right-of-use assets is comprised of GBP4.5m Finance type leases and GBP7.3m Operating type leases, resulting in a total adjustment of GBP11.8m

(c) Loans and borrowings were adjusted to reclassify leases previously classified as finance type to lease liabilities.

(d) The following table reconciles the minimum lease commitments disclosed in the Group's 31 October 2019 annual financial statements to the amount of lease liabilities on 1 November 2019

 
                                                     Land and buildings 
                                                                 GBP000 
--------------------------------------------------  ------------------- 
 Minimum operating lease commitments at 31 
  October 2019                                                    7,726 
 Less: short-term leases not recognised under 
  IFRS 16                                                           (2) 
 Less: low value leases not recognised under 
  IFRS 16                                                          (38) 
 Undiscounted lease payments                                        458 
--------------------------------------------------  ------------------- 
                                                                  8,144 
 Less: e ect of discounting using the incremental 
  borrowing rate as at the date of initial 
  application                                                     (893) 
--------------------------------------------------  ------------------- 
 Lease liabilities for leases classi ed as 
  operating type under IAS 17                                     7,251 
 Plus: leases previously classi ed as nance 
  type under IAS 1                                                3,722 
--------------------------------------------------  ------------------- 
 Lease liability as at 1 November 2019                           10,973 
--------------------------------------------------  ------------------- 
 

e) Retained earnings were not impacted as a result of IFRS 16.

20. ALTERNATIVE PERFORMANCE MEASURES

On the Board's preferred alternative performance measure referred to as Adjusted operating profit which is Group operating profit adding back amortisation of acquired intangible assets, share-based payment expense and non-recurring items, the Group achieved GBP4.78m (2019: GBP4.43m).

Reconciliation with the reported income statement for this measure, Operating profit before non-recurring items and Underlying pre-tax profit and the Profit before tax shown on the Condensed Statement of Comprehensive Income, together with reasons for their use is given below.

On 1 November 2019 the Group implemented IFRS 16 which resulted in an increase to operating profit of GBP99,445 and an increase to finance costs of (GBP170,916); resulting in a net decrease to profit before tax of (GBP71,471). The following alternative performance measures for the six months ended 30 April 2019 and the year ended 31 October 2019 are included as originally presented and have not been restated to reflect IFRS 16 accounting changes.

 
                                              Unaudited     Unaudited     Audited 
                                               as at 30      as at 30    as at 31 
                                             April 2020    April 2019     October 
                                                                             2019 
                                                GBP'000       GBP'000     GBP'000 
-----------------------------------------  ------------  ------------  ---------- 
 Profit before tax                                4,297         4,121       7,553 
 Share of tax incurred by joint ventures 
  and associate                                       -             -         103 
 Non-recurring items (note 10)                      185            96         301 
 Net finance costs                                  255           157         184 
 Share of results from joint ventures 
  and associates before tax                           -             -       (463) 
-----------------------------------------  ------------  ------------  ---------- 
 Operating profit before non-recurring 
  items (note 8)                                  4,737         4,374       7,678 
 Share of results from joint ventures 
  and associate before tax                            -             -         463 
-----------------------------------------  ------------  ------------  ---------- 
 Segment results plus share of results 
  from joint ventures and associate 
  before tax (note 8)                             4,737         4,374       8,141 
 Share-based payments                                26            51          49 
 Net finance charges                              (255)         (157)       (184) 
-----------------------------------------  ------------  ------------  ---------- 
 Underlying pre-tax profit                        4,508         4,268       8,006 
-----------------------------------------  ------------  ------------  ---------- 
 
 Profit before tax                                4,297         4,121       7,553 
 Share of results from joint ventures 
  and associate                                       -             -       (463) 
 Share of tax incurred by joint ventures 
  and associate                                       -             -         103 
 Net finance charges                                255           157         184 
 Share-based payments                                26            51          49 
 Amortisation of intangibles                         18             8          28 
 Non-recurring items (note 10)                      185            96         301 
-----------------------------------------  ------------  ------------  ---------- 
 Adjusted operating profit                        4,781         4,433       7,755 
-----------------------------------------  ------------  ------------  ---------- 
 

The Board uses alternative performance measures as it believes the underlying commercial performance of the current trading activities is better reflected, and provides investors and other users of the accounts with an improved view of likely future performance by making adjustments to the IFRS results for the following reasons:

-- Share of results from joint ventures and associate

Provides a fuller understanding of activities directly under management control and those incorporated from joint ventures and associates.

-- The add back of tax incurred by joint ventures and associate

The Board believes the incorporation of the gross result of these entities provides a fuller understanding of their combined contribution to the Group performance.

-- Net finance charges

Provides an understanding of results before interest received and paid.

-- Share-based payments

This charge is 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.

-- Amortisation of acquired intangible assets

This charge relates to intangible assets created from prior business combinations, hence provides a fuller understanding of current operating performance.

-- 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.

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

IR SEIFMDESSEIM

(END) Dow Jones Newswires

June 24, 2020 02:00 ET (06:00 GMT)

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