TIDMWYN

RNS Number : 9813M

Wynnstay Group PLC

27 January 2021

AIM: WYN

Wynnstay Group Plc

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

Final Results

For the year ended 31 October 2020

Resilient results in an unprecedented year of challenges

Key points

Financial

 
      --  Resilient results in a year of unprecedented challenges for 
           the sector 
                  -  historically poor 2019 autumn planting season and 2020 
                      UK harvest at 20 year low 
                  -  subdued farmer confidence and investment, reflecting weaker 
                      farmgate prices in H1 and Brexit uncertainty 
                  -  coronavirus pandemic 
      --  Revenue of GBP431.40m (2019: GBP490.60m), affected by commodity 
           deflation and reduced volumes in certain traded commodities, 
           in particular grain 
      --  Increase in underlying pre-tax profit*, up 4% to GBP8.37m (2019: 
           GBP8.01m)/ Reported PBT of GBP6.98m (2019: GBP7.55m) 
      --  Basic earnings per share, including non-recurring items, of 
           27.73p (2019: 30.95p) 
      --  Net cash at year end increased to GBP8.42m; GBP14.71m before 
           IFRS 16 implementation (31 October 2019: GBP3.84m before IFRS 
           16 implementation ) 
      --  Net assets increased to GBP98.18m/GBP4.92 per share at year 
           end (31 October 2019: GBP94.95m/GBP4.79 per share) 
      --  Proposed final dividend of 10.00p (2019: 9.40p), taking total 
           for the year to 14.60p (2019: 14.00p), a 4.3% rise 
 

Operational

 
      --  Agriculture Division - revenue of GBP302.58m (2019: GBP358.69m), 
           profit of GBP2.88m (2019: GBP2.95m) 
                  -  feed activity performed very well - improved gross margin, 
                      with manufactured volumes in line with last year 
                  -  arable activity was affected by lower demand for arable 
                      inputs and reduced volumes of grain available for trading, 
                      reflecting very poor autumn planting and harvest 
                  -  Glasson activity delivered a solid performance 
      --  Specialist Agricultural Merchanting Division - revenue of GBP128.81m 
           (2019: GBP131.84m), profit increased 10% to GBP5.78m (2019: 
           GBP5.24m) 
                  -  like-for-like sales were just 1% lower, helped by a stronger 
                      H2 
                  -  margins enhanced by ongoing efficiency programme, and network 
                      optimisation continued 
      --  Continued focus on strengthening specialist advisory teams 
           across all our sectors 
      --  Reorganisation of management structure in H2; new roles and 
           reporting lines to support growth plans 
      --  Significant investment programme started in FY2021 to increase 
           feed manufacturing capacity and improve productivity 
 

Outlook

 
      --  Farmer confidence significantly improved with EU trade deal 
           and stronger farmgate prices 
      --  UK Agriculture Bill creates significant opportunities with 
           farmers now incentivised for efficiency and environment initiatives 
      --  Trading in the new financial year is in line with management 
           expectations 
 

* 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 14 for an explanation on how this measure has been calculated and the reasons for its use.

Gareth Davies, Chief Executive of Wynnstay, commented:

"Wynnstay's strengths have been clearly demonstrated in what was an exceptionally difficult year for both the agricultural sector and wider society. Our resilient results reflect well on our balanced business model, strong financial management and recent growth initiatives.

"The new financial year has started well, and Wynnstay's performance is in line with management expectations. We remain focused on developing our channels to market, investing to build capacity and capability, particularly advisory, and implementing efficiencies.

"Stronger farmgate prices, the EU settlement and UK Agricultural Bill continue to buoy sentiment across the farming sector. We believe that Wynnstay is in an excellent position to help farmers adapt to new priorities set by the Agricultural Bill, and look to the future with confidence".

Enquiries:

 
 Wynnstay Group Plc     Gareth Davies, Chief       T: 020 3178 6378 (today) 
                         Executive                  T: 01691 827 142 
                         Paul Roberts, Finance 
                         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 REPORT

Overview

The Group has delivered a very resilient trading performance in an unprecedented year of challenges. Underlying pre-tax profit* increased by 4% to GBP8.37m (2019: GBP8.01m) on revenues of GBP431.40m (2019: GBP490.60m). This pleasing result, which is ahead of original market expectations, was helped by a strong close to the year, particularly for feed sales, which benefited both the Agricultural Division and Specialist Agricultural Merchanting Division. It also reflects well on the Group's strategy, which is focused on further developing existing products and services, strengthening channels to market, and improving efficiency and productivity. Our balanced business model, which spans both arable and livestock sectors, also provided a strong natural hedge to the sector variations experienced in the year.

The challenges over the financial year were significant even without the coronavirus crisis. We started the financial year with subdued farmer confidence, arising from lower farmgate prices and continuing Brexit uncertainty. The abnormally wet 2019 autumn severely disrupted planting, resulting in one of the worst seasons on record and consequently low demand for arable inputs and a historically poor autumn harvest and reduced grain trading. The onset of the coronavirus pandemic created further difficulties. However, our teams responded magnificently and, as an essential service provider, we worked hard to rapidly adopt new safety practices so that we could continue to operate all our sites while ensuring the welfare of our colleagues, customers, suppliers and communities. Other than for a short period when a handful of depots were closed, we have kept all our depots, manufacturing and processing facilities open and operating in line with government restrictions.

Despite the additional demands of responding to the pandemic, we made good progress with strategic growth initiatives. We continued with our outlet optimisation programme, closing two sites, and have further strengthened our specialist advisory teams, particularly in youngstock, animal health, dairy and free range egg production, all of which are growth areas for the Group. We have also introduced a sales trading desk to support our on-farm specialists, and will be continuing to focus on developing our channels to market, including digital. With the expiry of our lease on our Selby seed plant in Yorkshire, we closed this site in December and are exploring options for a new site. We are also planning to invest in our seed processing plant at Astley in Shrewsbury to increase capacity and efficiency.

Towards the end of the financial year, we put into effect a reorganisation of the Group's management structure. These changes encompassed the creation of new management roles with new designated areas of responsibility and reporting lines. The new management structure will better support our growth plans for the business and strengthen our operational effectiveness. We expect to conclude this significant major initiative over the coming months.

Financial Results

Group revenue decreased by 12% to GBP431.40m (2019: GBP490.60m), which mainly reflected commodity price deflation and significantly reduced volumes in certain categories, notably grain trading. The impact was felt most by the Agriculture Division, where revenue was down by 16% to GBP302.58m (2019: GBP358.69m). Revenue in the Specialist Agricultural Merchanting Division was 2% lower at GBP128.81m (2019: GBP131.84m). This mainly reflected the impact of restricted trading protocols, introduced at the start of the coronavirus crisis. Like-for-like sales for this Division reduced by 1%.

Underlying pre-tax* profit, the Board's preferred alternative performance measure, which includes the gross share of results from joint ventures and excludes share-based payments and non-recurring items, increased by 4% to GBP8.37m (2019: GBP8.01m). The Agriculture Division contributed GBP2.88m (2019: GBP2.95m) to this result, which included contributions from joint ventures, and the Specialist Agricultural Merchanting Division contributed GBP5.78m (2019: GBP5.24m). Other activities generated a small loss of GBP0.12m (2019: loss of GBP0.05m). On an IFRS basis, reported profit before taxation was GBP6.98m (2019: GBP7.55m).

The Group incurred a number of additional charges in the year, mainly relating to its strategic reorganisation, but also including site closure charges and goodwill impairments charges. Together these amounted to GBP1.19m (2019: GBP0.3m).

The Group adopted the new accounting standard, IFRS 16, relating to leases, which replaces rental expense with right-of-use asset amortisation and interest. As a result, reported net finance costs increased by GBP0.09m to GBP0.27m (2019: GBP0.18m excluding IFRS 16).

Profit after taxation was GBP5.53m (2019: GBP6.13m), and basic earnings per share was 27.73p (2019: 30.95p).

Cash flows and balance sheet

Continued strong cash generation, together with tight control of working capital, left the business with net cash, before lease obligations, at the financial year-end of GBP18.41m (31 October 2019: GBP7.57m). After deducting total lease obligations of GBP9.99m (2019: GBP3.72m excluding IFRS 16), total net cash at 31 October 2020 amounted to GBP8.42m (2019: GBP3.84m).

The Group's balance sheet remains strong with net assets 3% higher at GBP98.18m (2019: GBP94.95m) at the financial year-end. This equates to GBP4.92 (2019: GBP4.79) per share, and the return on net assets was 8.6% (2019: 8.5%).

Dividend

The Board is pleased to propose the payment of a final dividend of 10.00p per share. Together with the interim dividend of 4.60p per share, paid on 31 October 2020, this takes the total dividend for the year to 14.60p, an increase of 4.3% on last year (2019: 14.00p).

The final dividend will be paid on 30 April 2021 to shareholders on the register on 6 April 2021, subject to shareholder approval at the AGM. 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 2021.

The Board and Colleagues

On behalf of the Board, I would like to thank all our colleagues for their professionalism and dedication in a very difficult year. The drive to ensure that the business was able to adapt swiftly to the new conditions created by the coronavirus pandemic and to maintain operations, while ensuring the safety of colleagues, customers and suppliers, was outstanding.

Following our reorganisation of operations, Andrew Evans stood down from the Board on 1 December 2020. Nonetheless, he remains a key member of the Senior Executive Team in his new role of Group Operations and Feeds Director. On behalf of my fellow Directors, I would like both to formally acknowledge Andrew's contribution as a member of the Board since 2008, and to welcome his ongoing significant contribution as member of the Senior Executive Team.

Outlook

Now that a non-tariff trade agreement has been concluded with the EU, the picture for UK agriculture is significantly clearer as we start 2021, and a major uncertainty has been removed. We expect to see investment recommence and the sector move forward, with UK food producers also having the ability to seek new markets for agricultural products. The UK Agriculture Bill will change the way that farmers are supported by the Government, and we anticipate that a more resilient agricultural sector will result. We also expect opportunities for Wynnstay to provide support as farmers focus on environmental investment and efficiencies. We therefore view medium and long-term prospects for our industry positively.

Agricultural commodity prices have generally improved over the past 12 months and the short-term outlook remains strong. Winter cereal plantings are significantly greater than a year ago, in line with a more normal sowing season. This will drive demand for arable inputs and yield a larger crop to trade post-harvest.

While the coronavirus and associated restrictions remain a concern, the onset of the national vaccination programme should help to underpin social and economic recovery. We have clear targets for the business over the next few years. These include continuing investment to improve productivity and support growth, and a focus on ensuring that we are best placed to support UK farmers as they pivot to new priorities, including environmental initiatives and the adoption of new farming practices. We see a significant role for Wynnstay in supporting farmers with products and services to help drive sustainability and greater efficiency as well as to reduce carbon emissions, including the management of farm waste.

Our ongoing investment in widening the Group's knowledge base and advisory teams, and the importance we place on innovative products and services by working with our valued suppliers, is integral to positioning Wynnstay as a leading UK agricultural supplier. The reorganisation that we have substantially completed is also part of this strategy, and should support greater innovation and flexibility as we look to develop and grow our channels to market.

The new financial year has started well, and the Board remains confident that the Group is well-placed to progress with its strategic objectives. We will also continue to assess acquisition opportunities that align with our growth strategy, and look to the future with confidence.

Jim McCarthy

Chairman

* 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 14 for an explanation on how this measure has been calculated and the reasons for its use.

CHIEF EXECUTIVE OFFICER'S REPORT

INTRODUCTION

Wynnstay's strengths have been clearly demonstrated in what was an exceptionally difficult year for both the agricultural sector and wider society. Farmer confidence at the start of the financial year was low because of weaker farmgate prices and ongoing Brexit-related uncertainties. The highly disrupted autumn planting season in 2019 and the dry, late spring created further difficulties for arable farmers while, from March 2020, the coronavirus pandemic and government sanctions to control virus spread affected farmers across all sectors. Farmgate prices for red meat and milk were especially hit by the initial national lockdown, although they recovered during the year.

Wynnstay's results for the full year are significantly better than our expectations at the time of the interim results following a stronger than anticipated second half of the year. Reduced revenue of GBP431.40m (2019: GBP490.60m) principally reflected commodity deflation and decreased volumes of traded commodities, especially grain, feed raw materials and fertiliser. Underlying pre-tax profit at GBP8.37m was 4% ahead of last year (2019: GBP8.01m), itself a difficult year for the sector, and we are pleased with this outcome given the circumstances.

The results were underpinned by our robust balance sheet and balanced business model, with its broad spread of products and services, which ensure that we are not unduly exposed to any particular sector. While a weaker performance from arable activities materialised as expected, feed sales performed very well, benefiting both our Divisions. The second half was especially strong for manufactured feed (bulk and bagged) in terms of both volume and gross margins, and we secured new business particularly in the dairy and free range egg sectors. Glasson Grain generated a solid performance, although below last year's record level.

The Specialist Agricultural Merchanting Division delivered a 10% improvement in profit contribution, although sales of some product lines were adversely affected by initial lockdown restrictions. This was helped by the efficiency programme introduced during the last financial year, and which remains under way.

We continued to invest across the Group, and have now started a major three year investment programme at our Carmarthen feed mill. This will significantly increase our manufacturing capacity and improve productivity. We are also considering options for a new seed processing facility. This would replace our former plant at Selby, and in the meantime, we will be investing in our seed processing plant at Astley, in Shropshire to increase capacity and productivity.

Increasingly we are focusing on accelerating our environmental and sustainability agenda, addressing raw materials and products sourcing and carbon impact. We have made progress with utilising bio-diesel for our commercial delivery fleet, and will make further improvements across the business to reduce carbon emissions. In addition, we envisage playing a significant role in supporting our customers with environmental initiatives, which are a key focus of the new UK Agriculture Bill.

In the second half of the year, we substantially completed a significant reorganisation of our operational management, further information on which is provided below.

REORGANISATION

We completed a review of the Group's core organisational structure and implemented a number of changes that will better support the Board's plans for the Group's future growth and development, including our investment programmes.

At the heart of the changes has been a reorganisation of the management of Wynnstay (Agricultural Supplies) Limited, where we have created new senior management roles. These cover Group Operations and Feeds, Arable including GrainLink, and Sales and Marketing. Reporting lines have been reorganised accordingly. We believe this new structure provides for enhanced effectiveness and sales agility. It also supports our multi-channel and environmental and sustainability strategies. I would like to thank Andrew Evans, who is now heading Group Operations and Feeds, for leading this important reorganisation.

REVIEW OF ACTIVITIES

AGRICULTURAL DIVISION

The Agriculture Division manufactures and processes a wide range of agricultural inputs, including feeds, fertiliser and seeds, as well as providing grain-marketing services. Over recent years, the Division has focused on enhancing its offering through specialist advisory teams and this remains a focus.

Divisional revenue was 16% lower at GBP302.58m (2019: GBP358.69m), mainly reflecting lower commodity prices and the very poor winter planting season and dry spring, which reduced activity across certain product categories, especially grain, feed raw materials and merchanted fertiliser. The Division's profit contribution reduced by 2% year-on-year to GBP2.88m (2019: GBP2.95m).

Feed

We manufacture both ruminant and monogastric products in compounded, blended and meal form. This wide range provides protection against fluctuations in demand. All our manufactured feed is sold under the Wynnstay brand, and in addition to bulk deliveries to farm, a growing percentage of our feed is sold in 20kg or 500kg bagged form, predominantly via our depot network.

Total feed volumes were in line with last year, and gross margins improved, helped by our strong positions in raw materials and production efficiencies.

Compound dairy feed volumes strengthened in the second half of the financial year after a weaker first half and matched last year's level. This reflected the recovery in milk prices after lower demand in the early part of the financial year as a result of good on-farm forage stocks, the mild winter and a drop in demand for liquid milk from the hospitality sector during the coronavirus lockdown. We have also gained new customers following a successful campaign led by our dairy technical team.

Poultry feed sales for the free range egg market continued to grow, and we have further strengthened our specialist poultry team of advisors to drive expansion. Demand from the sheep feed market recovered from the previous year both for breeding sheep feed and lamb finishing rations as farmers chose to market their lambs earlier, in order both to take advantage of higher market prices and before a potential "no-deal" Brexit.

We have continued to focus on the technical knowledge within our teams, and as well as strengthening our poultry team, we have strengthened our specialist teams in dairy, youngstock, beef and sheep. This will support our growth plans in these areas.

We started a significant expansion programme at our Carmarthen feed mill, although its commencement was delayed by the coronavirus pandemic. This major investment will be completed over the next three years. It will significantly increase our feed manufacturing capacity, improve efficiency and support better environmental practices.

Arable Products

It has been a challenging year for our arable activities. This was caused by the exceptionally wet autumn of 2019, which drastically reduced farmers' ability to sow winter cereal crops, and the dry spring that followed, which had a detrimental impact on yields. As a result, demand for fertiliser and other inputs reduced, traded grain volumes contracted, and there was decreased demand for seed in autumn 2020, given the significant carry-over of unsown seed from the prior year. Margins were also squeezed as suppliers chased reduced volumes.

The UK wheat harvest in 2020 was 37.5% lower than the 2019 harvest, the lowest production seen since 1981. While this, together with the reduced oilseed rape crop, dramatically impacted trading volumes for GrainLink, our specialist combinable crop marketing business, the business still made a profitable contribution to the Division's performance. GrainLink is currently considering alternative protein crops to contract with growers. We have also moved grain traders to remote working and closed the Grantham trading office, so reducing costs. With a more normal autumn planting season in 2020, we expect a significantly improved performance from GrainLink in 2021.

Spring cereal seed sales were boosted by farmers turning to spring sowing after the exceptionally poor winter cereals seed planting season, and sales were up 40% on the previous year. With an estimated carry-over of 30% of the 2019 purchased winter cereal seed, as expected, winter 2020 sales were down year-on-year. Margins were also affected by the necessity to purchase seed from third parties because yields of contracted seed were low. Grass seed sales performed above the previous year.

We decommissioned our seed plant in Selby when its lease came up for renewal in December 2020, and are now in the process of identifying a suitable site for a modern, new plant. We will continue to invest at our Astley seed processing plant and will be utilising facilities with collaborative partners in 2021.

National fertiliser usage contracted by approximately 10%, and our own merchanted sales was similarly affected. We have continued to focus on improving our market position, with our suitably qualified FACTS advisors offering expert advice covering all aspects of fertiliser usage. We have also launched a sales trading desk that will offer an additional route to market, complementing our specialist team at Astley.

Looking forward, strong market prices and the large acreage of autumn plantings give us confidence for a significantly improved arable performance in 2021.

Glasson Grain Limited

The Glasson Grain business, which is based at Glasson Dock near Lancaster, comprises three core activities, the supply of feed raw materials, the production and distribution of fertilisers, and the manufacture of added value animal feed products.

Glasson generated a solid performance, in line with management expectations although below last year's outstanding performance.

The fertiliser blending operation manufactured record volumes, with all three sites contributing to this result. Margins came under some pressure as competitors reacted to lower demand, reflected in the 10% reduction in national usage. However, prices recovered in the second half and Glasson remains the second largest blended-fertiliser manufacturer in the UK. Feed raw material volumes were lower than last year, because of both the mild winter and an abundance of grass in the summer period. Our added value animal feed products performed well and although the coronavirus impacted sales to the wild bird market, we secured some additional markets.

The business is well placed for the current financial year.

SPECIALIST AGRICULTURAL MERCHANTING DIVISION

The Specialist Agricultural Merchanting Division trades predominantly through a network of 54 depots but also via additional channels-to-market, including specialist catalogues for the dairy, poultry, beef and sheep sectors, and online. Youngs Animal Feeds is accounted for within this Division. It manufactures and distributes a wide range of equine products, which are sold in Wales and the Midlands through three dedicated outlets and a number of Wynnstay depots.

Divisional revenue was 2% lower at GBP128.81m (2019: GBP131.84m), although like-for-like revenue was just 1% down, with the year-on-year reductions mainly reflected the constrictions to trading at the onset of the first national coronavirus-related lockdown. The Division's profit contribution increased by 10% to GBP5.78m (2019 GBP5.24m), helped by stronger sales in the second half and previous efficiency initiatives.

Wynnstay Depots and Youngs Animal Feeds

We are pleased with the performance of the depots during a year in which the challenges to normal operations were severe, and included temporary depot closures to the public, a switch over to an "order and collect" only service, and the establishment of a coronavirus-secure environment following Government guidelines to ensure the safety to our employees and customers. Many customers have continued to operate on an "order and collect" basis.

While the wet and mild winter period in the first half impacted sales of certain product categories, such as hardware materials and feed blocks, sales in the second half of the financial year closed strongly. Wynnstay-branded bagged feed sales were very good, helped by a vigorous marketing campaign in our trading area, as were sales of animal health products, milk replacers and fencing products.

Sales and profits at Youngs Animal Feeds were lower year-on-year, affected by the cancellation of horse events due to the coronavirus. However the popularity of our feed range remains high and the business retains a loyal customer base.

We continued with our network optimisation and efficiency programmes. In July, we closed the Wynnstay depot at Salisbury in Wiltshire, taking depot numbers to 54, and, in October, closed the Youngs Animal Feed outlet in Huyton in Merseyside, when its lease came up for renewal. Nonetheless, we were able to retain the majority of both customer bases.

ENVIRONMENTAL INITIATIVES

We continue to push forward with sustainable sourcing and to evaluate the origin of all of our feed raw materials. We are pleased to report that soya within Wynnstay feed rations has moved entirely to sustainable sources.

As part of our strategy to reduce carbon emissions, the majority of our commercial delivery fleet now utilises fuel product with bio-diesel, and we are looking at adaptations to decrease fuel usage. We have also continued with the conversion of the composition of Wynnstay feed bags, which now include a minimum of 30% recyclable plastic. Our feed formulation specialists have introduced lower protein rations and are trialling methane inhibitors to reduce carbon emissions.

Llansantffraid Feed Mill has recently undergone its third annual 'Green Dragon' audit, after first gaining this accreditation in November 2018. We completed the audit and maintained our Level 3 accreditation, with no non-conformances. The accreditation is awarded to organisations that are taking action to understand, monitor and control their impacts on the environment.

JOINT VENTURE AND ASSOCIATE COMPANIES

Wynnstay has three joint venture companies, Bibby Agriculture Limited, Wyro Developments Limited and Total Angling Ltd and one associate company, Celtic Pride Limited. The three JVs performed well during the year and the combined profit contribution from the four businesses was higher year-on-year.

COLLEAGUES

The past year has been exceptionally challenging for all our colleagues and I am extremely proud of their outstanding response during this time, and their commitment to the business. It has meant that we were able to maintain all our operations and provide customers with a continued high level of service. Colleagues have also shown great care regarding the health and welfare of fellow colleagues, customers and suppliers. I look forward to a successful year ahead.

OUTLOOK

The UK's trade deal with the EU has introduced clarity and stability for UK farming and removed an obstacle that has been inhibiting farmer confidence and investment spending. The new UK Agricultural Bill maps out the support that the Government will provide to farmers post-Brexit, and 2021 marks the start of a seven year transition period that will see direct payments reduce and farmers incentivised for efficiency and environmental projects. The continued social and economic impacts of the coronavirus pandemic mean that uncertainties remain. However, we anticipate that farmers will adjust to the new world and invest in their businesses to improve efficiency and productivity while also addressing environmental issues.

Our commitment to the environment and sustainability, both through carbon footprint reduction and steps to source sustainable products and promote precision farming, will help support our customers. It will also ensure that we are playing our part to benefit both the local communities in which we live and work, and society more widely.

A major investment programme in our manufacturing facilities is now under way and will help advance our environmental goals as well as enhancing productivity and efficiency.

The operational reorganisation that we are in the process of completing supports our growth ambitions and in particular has created more focused sales channels. Progress with the development of our digital offering continues.

The new financial year has started well. Stronger farmgate prices towards the end of 2020, along with the EU settlement and UK Agricultural Bill, have helped to buoy sentiment across the farming sector. Wynnstay's performance to date is in line with management expectations, and we believe that our strong financial position and balanced business model puts us in an excellent position to make good progress over the coming year and beyond.

We look to the future with confidence.

Gareth Davies

Chief Executive Officer

WYNNSTAY GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 October 2020

 
                                                             2020          2019 
                                        Note   GBP000      GBP000   GBP000      GBP000 
                                              -------  ----------  -------  ---------- 
 
 Revenue                                   2              431,398              490,602 
 Cost of sales                                          (370,630)            (428,621) 
 
 Gross profit                                              60,768               61,981 
 Manufacturing, distribution 
  and selling costs                                      (46,033)             (48,177) 
 Administrative expenses                                  (6,945)              (6,434) 
 Other operating income                                       351                  385 
 
 Adjusted(1) operating profit                               8,141                7,755 
 Amortisation of acquired intangible 
  assets and share-based payment 
  expense                                  4                (132)                 (77) 
 Non-recurring items                       4              (1,194)                (301) 
-------------------------------------  -----  -------  ----------  -------  ---------- 
 
 Group operating profit                                     6,815                7,377 
 Interest income                                  164                  164 
 Interest expense                               (436)                (348) 
                                              -------  ----------  -------  ---------- 
                                           3                (272)                (184) 
 Share of profits in joint ventures 
  and associates accounted for 
  using the equity method                         538                  463 
 Share of tax incurred by joint 
  ventures and associates                       (100)                (103) 
                                              -------  ----------  -------  ---------- 
                                           6                  438                  360 
 Profit before taxation                                     6,981                7,553 
 Taxation                                  7              (1,448)              (1,421) 
                                              -------  ----------  -------  ---------- 
 Profit for the year and other 
  comprehensive income attributable 
  to the equity holders                                     5,533                6,132 
 
 
 Basic earnings per ordinary 
  share (pence)                                             27.73                30.95 
 Diluted earnings per ordinary 
  share (pence)                                             27.57                30.95 
 

WYNNSTAY GROUP PLC

CONSOLIDATED BALANCE SHEET

As at 31 October 2020

 
                                              2020       2019 
                                     Note    GBP000     GBP000 
                                           ---------  --------- 
 ASSETS 
 NON-CURRENT ASSETS 
 Goodwill                                    14,367     14,968 
 Investment property                         2,372      2,372 
 Property, plant and equipment               17,545     23,225 
 Right-of-use assets                         11,240       - 
 Investments accounted for 
  using equity method                        3,611      3,175 
 Intangibles                                  225        261 
                                             49,360     44,001 
                                           ---------  --------- 
 CURRENT ASSETS 
 Inventories                                 34,190     42,239 
 Trade and other receivables                 55,850     63,887 
 Financial assets 
 
       *    loan to joint venture            3,889      4,413 
  Cash and cash equivalents           11     19,980     10,608 
                                            113,909    121,147 
                                           ---------  --------- 
 
 TOTAL ASSETS                               163,269    165,148 
                                           ---------  --------- 
 
 LIABILITIES 
 CURRENT LIABILITIES 
 Financial liabilities - 
  borrowings                          11    (1,572)    (3,686) 
 Lease liabilities                    11    (3,483)       - 
 Trade and other payables                   (52,326)   (62,113) 
 Current tax liabilities                     (784)      (894) 
                                            (58,165)   (66,693) 
                                           ---------  --------- 
 
 NET CURRENT ASSETS                          55,744     54,454 
                                           ---------  --------- 
 
 NON-CURRENT LIABILITIES 
 Financial liabilities - 
  borrowings                          11       -       (3,078) 
 Lease liabilities                    11    (6,509)       - 
 Trade and other payables                    (141)      (201) 
 Deferred tax liabilities                    (276)      (228) 
                                            (6,926)    (3,507) 
                                           ---------  --------- 
 
 TOTAL LIABILITIES                          (65,091)   (70,200) 
                                           ---------  --------- 
 
 NET ASSETS                                  98,178     94,948 
                                           ---------  --------- 
 
 EQUITY 
 Share capital                        10     5,013      4,974 
 Share premium                               30,637     30,284 
 Other reserves                              3,525      3,429 
 Retained earnings                           59,003     56,261 
 
 TOTAL EQUITY                                98,178     94,948 
                                           ---------  --------- 
 

WYNNSTAY GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 31 October 2020

 
                                               Share 
                                    Share    premium       Other     Retained 
                                  capital    account    reserves     earnings     Total 
 Group                             GBP000     GBP000      GBP000       GBP000    GBP000 
                               ----------  ---------  ----------  -----------  -------- 
 
 At 1 November 2018                 4,943     29,941       3,377       52,812    91,073 
 Profit for the year                    -          -           -        6,132     6,132 
 Total comprehensive 
  profit 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 
                               ----------  ---------  ----------  -----------  -------- 
 
 Profit for the year                    -          -           -        5,533     5,533 
 Total comprehensive 
  income for the year                   -          -           -        5,533     5,533 
                               ----------  ---------  ----------  -----------  -------- 
 
 Transactions with owners 
  of the Company, recognised 
  directly in equity 
 Shares issued during 
  the year                             39        353           -            -       392 
 Dividends                              -          -           -      (2,791)   (2,791) 
 Equity settled share-based 
  payment transactions                  -          -          96            -        96 
 
 Total contributions 
  by and distributions 
  to owners of the Company             39        353          96      (2,791)   (2,303) 
                               ----------  ---------  ----------  -----------  -------- 
 
 At 31 October 2020                 5,013     30,637       3,525       59,003    98,178 
                               ----------  ---------  ----------  -----------  -------- 
 

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 2020

 
                                                           2020      2019 
                                                 Note    GBP000    GBP000 
                                                       --------  -------- 
 Cash flows from operating activities 
 Cash generated from operations                    12    20,372    14,756 
 Interest received                                          164       164 
 Interest paid                                            (436)     (348) 
 Tax paid                                               (1,510)   (1,680) 
 Net cash generated from operating activities            18,590    12,892 
                                                       --------  -------- 
 
 Cash flows from investing activities 
 Proceeds from sale of property, plant 
  and equipment                                             194       288 
 Purchase of property, plant and equipment              (1,058)   (2,412) 
 Acquisition of subsidiaries, net of 
  cash acquired                                           (125)     (893) 
 Own shares disposed of by ESOP trust                         -         3 
 Dividends received from joint ventures 
  and associates                                              2       132 
 Net cash used by investing activities                    (987)   (2,882) 
                                                       --------  -------- 
 
 Cash flows from financing activities 
 Net proceeds from the issue of ordinary 
  share capital                                             392       374 
 Lease repayments                                       (4,362)   (1,798) 
 Repayment of borrowings                                (1,470)   (1,971) 
 Dividends paid to shareholders                     8   (2,791)   (2,683) 
 Net cash used by financing activities                  (8,231)   (6,078) 
                                                       --------  -------- 
 
 Net increase in cash and cash equivalents                9,372     3,932 
 Cash and cash equivalents at the beginning 
  of the period                                          10,608     6,676 
 
 Cash and cash equivalents at the end 
  of the period                                    11    19,980    10,608 
                                                       ========  ======== 
 

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 2020, and which have given rise to changes in the Group's accounting policies are:

-- IFRS 16 Leases (IFRS 16); and

-- IFRIC 23 Uncertainty over Income Tax Treatments (IFRIC 23)

Details of the impact of IFRS 16 have had are given in note 13 below. The adoption of IFRIC 23 has not had a material impact. 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 following amendments are effective 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 - Definition of Material)

-- IFRS 3 Business Combinations (Amendment - Definition 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 classified as current or non-current. These amendments clarify that current or non-current classification 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 classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments are effective 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 significant impact on the classification of its liabilities.

   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 2020 are as follows:

 
                                                   Specialist 
                                                 Agricultural 
 Year ended 31 October            Agriculture     Merchanting     Other     Total 
  2020                                 GBP000          GBP000    GBP000    GBP000 
                                 ------------  --------------  --------  -------- 
 
 Revenue from external 
  customers                           302,580         128,807        11   431,398 
                                 ------------  --------------  --------  -------- 
 Segment result 
 Group operating profit 
  before non-recurring 
  items                                 2,411           5,728     (130)     8,009 
 Share of results of 
  joint ventures before 
  tax                                     471              53        14       538 
                                        2,882           5,781     (116)     8,547 
                                 ------------  --------------  --------  -------- 
 
 Non-recurring items                                                      (1,194) 
 Interest income                                                              164 
 Interest expense                                                           (436) 
                                                                         -------- 
 Profit before tax from 
  operations                                                                7,081 
 Income taxes (includes 
  tax of joint ventures 
  and associates)                                                         (1,548) 
                                                                         -------- 
 Profit for the year 
  attributable to equity 
  shareholders from operations                                              5,533 
                                                                         ======== 
 
 Segment net assets                    44,867          37,623     7,272    89,762 
 Corporate net cash (note 
  11)                                                                       8,416 
                                                                         -------- 
 Net assets after corporate 
  net cash                                                                 98,178 
                                                                         ======== 
 

The segment results for the year ended 31 October 2019 are as follows:

 
                                                         Specialist 
                                        Agriculture    Agricultural     Other     Total 
                                                        Merchanting 
 Year ended 31 October 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 associate 
  and joint ventures 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                                                                7,656 
 Income taxes (includes tax 
  of associate and joint ventures)                                              (1,524) 
                                                                               -------- 
 Profit for the year attributable 
  to equity shareholders                                                          6,132 
                                                                               ======== 
 
 Segment net assets                          47,213          36,097     7,794    91,104 
 Corporate net debt (note 
  11)                                                                             3,844 
                                                                               -------- 
 Net assets after corporate 
  net cash                                                                       94,948 
                                                                               ======== 
 
 
   3.         FINANCE COSTS 
 
                                           2020     2019 
                                         GBP000   GBP000 
 Interest expense: 
 Interest payable on borrowings           (141)    (191) 
 Interest payable on finance leases       (295)    (157) 
 Interest and similar charges payable     (436)    (348) 
                                        -------  ------- 
 
 Interest income                            164      164 
 Interest receivable                        164      164 
                                        -------  ------- 
 
 Finance costs                            (272)    (184) 
                                        =======  ======= 
 
   4.         AMORTISATION OF ACQUIRED INTANGIBLE ASSETS, SHARE-BASED PAYMENTS AND NON-RECURRING ITEMS 
 
                                                 2020     2019 
                                               GBP000   GBP000 
                                              -------  ------- 
 Amortisation of acquired intangible assets 
  and share-based payments 
 Amortisation of intangibles                       36       28 
 Cost of share-based reward                        96       49 
                                                  132       77 
                                              -------  ------- 
 Non-recurring items 
 Business re-organisation costs                   185      297 
 Business combination expenses                      -        4 
 Goodwill and Investment impairment               601        - 
 Huyton store closure costs                       256        - 
 Decommissioning of Selby seed plant              152        - 
                                              -------  ------- 
                                                1,194      301 
                                              =======  ======= 
 

Business re-organisation costs relate to the redundancy related expenses of colleagues leaving the business as a result of re-organising operations and was completed during the year.

The goodwill impairment relates to the GrainLink cash generating unit.

Huyton depot store closure costs comprise redundancy costs and costs associated with exiting the leased premises.

Decommissioning of Selby seed plant relates to the costs of vacating a leased property and transferring the plant and machinery to a new location.

5. GROUP OPERATING PROFIT

The following items have been included in arriving at operating profit:

 
                                                   2020      2019 
                                                  GBP000    GBP000 
 Staff costs                                       30,031    30,143 
 Cost of inventories recognised as an expense     315,785   347,239 
 Depreciation of property plant and equipment: 
 - owned assets                                     2,290     3,323 
 Amortisation of right-of-use assets (2019: 
  depreciation of assets held under finance 
  leases)                                           3,888       290 
 Amortisation of intangibles                           36        28 
 (Profit) on disposal of fixed assets               (142)     (170) 
 Loss on disposal of right-of-use asset                25         - 
 Other operating lease rentals payable                244     3,221 
 

Services provided by the Group's auditor

During the year the Group obtained the following services from the Group's auditor:

 
                                       2020     2019 
                                     GBP000   GBP000 
 Audit services - statutory audit        99       93 
 
   6.         SHARE OF POST-TAX PROFITS OF JOINT VENTURES AND ASSOCIATES 
 
                                         2020     2019 
                                       GBP000   GBP000 
                                      -------  ------- 
 Share of post-tax profits in joint 
  ventures                                438      360 
                                      -------  ------- 
 Total share of post-tax profits of 
  joint ventures and associates           438      360 
                                      =======  ======= 
 
   7.         TAXATION 
 
                                                  2020     2019 
 Analysis of tax charge in year                 GBP000   GBP000 
                                               -------  ------- 
Current tax 
- Operating activities                           1,496    1,502 
- Adjustments in respect of prior years           (73)     (50) 
                                               -------  ------- 
 
  Total current tax                              1,423    1,452 
                                               -------  ------- 
Deferred tax 
- Accelerated capital allowances                   165     (31) 
- other temporary and deductible differences     (140)        - 
                                               -------  ------- 
Total deferred tax                                  25     (31) 
                                               -------  ------- 
 
  Tax on profit on ordinary activities           1,448    1,421 
                                               =======  ======= 
 
   8.         DIVIDS 
 
                                         2020     2019 
                                       GBP000   GBP000 
                                      -------  ------- 
 Final dividend paid for prior year     1,870    1,770 
 Interim dividend paid for current 
  year                                    921      913 
                                        2,791    2,683 
                                      =======  ======= 
 

Subsequent to the year end it has been recommended that a final dividend of 10.0p net per ordinary share (2019: 9.40p) be paid on 30 April 2021. Together with the interim dividend already paid on 31 October 2020 of 4.60p net per ordinary share (2019: 4.60p) this will result in a total dividend for the financial year of 14.60p net per ordinary share (2019: 14.00p).

   9.         EARNINGS PER SHARE 
 
                                           Basic earnings     Diluted earnings 
                                              per share           per share 
 
                                             2020     2019       2020       2019 
                                         --------  -------  ---------  --------- 
 Earnings attributable to shareholders 
  (GBP000)                                  5,533    6,132      5,533      6,132 
 Weighted average number of shares 
  in issue during the year (number 
  '000)                                    19,952   19,812     20,070     19,812 
 Earnings per ordinary 25p share 
  (pence)                                   27.73    30.95      27.57      30.95 
 

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) taking into account their exercise price in comparison with the actual average share price during the year.

   10.       SHARE CAPITAL 
 
                                  2020               2019 
                           -----------------  ------------------ 
                             No. of   GBP000    No. of   GBP 000 
                             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                       20,051    5,013    19,896     4,974 
                           ========  =======  ========  ======== 
 
 

During the year 155,035 shares (2019: 124,212) were issued with an aggregate nominal value of GBP38,759 (2019: GBP31,053) and were fully paid up for equivalent cash of GBP392,135 (2019: GBP373,457) to shareholders exercising their right to receive dividends under the Company's Scrip dividend scheme.

No other shares were issued (2019: nil).

11. CASH AND CASH EQUIVALENTS, BORROWINGS AND LEASE LIABILITIES

 
                                                     2020        2019 
                                                   GBP000      GBP000 
 Current 
 Cash and cash equivalents per balance 
  sheet and cash flow                              19,980      10,608 
 
 Bank loans and overdrafts due within 
  one year or on demand: 
  Secured loans                                     (897)   (1,457) 
  Loanstock (unsecured)                             (675)     (683) 
 Net obligations under finance leases                   -     (1,546) 
 Financial liabilities - borrowings               (1,572)     (3,686) 
 
 Non-property leases                              (1,473)           - 
 Property leases                                  (2,010)           - 
                                                 --------  ---------- 
 Lease liabilities                                (3,483)           - 
 
 Total current net cash and lease liabilities      14,925       6,922 
 
 Non-current 
 Bank loans: 
  Secured loans                                         -     (902) 
 Net obligations under finance leases                   -     (2,176) 
                                                 --------  ---------- 
 Financial liabilities - borrowings                     -     (3,078) 
 
 Non-property leases                              (2,228)           - 
 Property leases                                  (4,281)           - 
                                                 --------  ---------- 
 Lease liabilities                                (6,509)           - 
 
 Total non-current net debt and lease 
  liabilities                                     (6,509)     (3,078) 
 
 Total net cash and lease liabilities               8,416       3,844 
                                                 --------  ---------- 
 Memo: total net cash and lease liabilities 
  excluding property leases                        14,707       3,844 
                                                 ========  ========== 
 
 

All amounts are denominated in GBP and are at book and fair value. The Loanstock is redeemable at par at the option of the Company. Interest of 0.5% (2019: 1.5%) per annum is payable to the holders.

-- Cash and cash equivalents

Cash and cash equivalents are all cash at bank and held with HSBC Bank Plc, except for GBP311,000 (2019: GBP148,000) which is held at INTL FC Stones for futures trading. HSBC Bank Plc's credit rating per Moody's is A2 (2019: Aa3).

-- Bank borrowings

Bank loans and overdrafts are secured by an unlimited composite guarantee of all of the trading entities within the Group. One company within the Group had an overdraft of GBP253,000 (2019: GBP230,000). The outstanding loan will be repaid within 1 year, the rate of interest on this loan is 0.85% over base per annum.

   12 .          C ASH GENERATED FROM OPERATIONS 
 
                                               2020       2019 
                                             GBP000     GBP000 
                                           --------  --------- 
 Profits for the year from operations         5,533      6,132 
 Adjustments for: 
 Tax                                          1,448      1,421 
 Investment and goodwill impairment             601          - 
 Depreciation of tangible fixed assets        2,290      3,579 
 Amortisation of right-of-use assets          3,888          - 
 Amortisation of other intangible fixed 
  assets                                         36         28 
 Profit on disposal of property, plant 
  and equipment                               (142)      (170) 
 Loss on disposal of right-of-use asset          25          - 
 Profit from distribution from associate          -       (84) 
 Interest income                              (164)      (164) 
 Interest expense                               436        348 
 Share of results of joint ventures 
  and associate                               (438)      (360) 
 Share-based payments                            96         49 
 
 Changes in working capital (excluding 
  effects of acquisitions and disposals 
  of subsidiaries): 
 Decrease/(increase) in short term loan 
  to joint ventures                             524    (1,601) 
 Decrease in inventories                      8,049     10,171 
 Decrease in trade and other receivables      8,055      7,426 
 (Decrease)in payables                      (9,865)   (12,019) 
 
 Cash generated from operations              20,372     14,756 
                                           ========  ========= 
 

13. IMPACT OF IFRS 16

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 reflected in the prior year financial 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.

Effective 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 there the underlying asset is of low value. IFRS 16 substantially carried for the lessor account in IAS 17, with the distinction between operating leases and finance leases being retained. The Group does not have significant leasing activities acting as a lessor.

Full details of the transition method and practical expedients utilised will be contained within the 2020 Annual Report and Accounts.

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

 
                                   As originally        IFRS 16   1 November 
                                       presented    adjustments         2019 
                                   at 31 October         GBP000       GBP000 
                                            2019 
                                          GBP000 
--------------------------  ---  ---------------  -------------  ----------- 
 NON CURRENT ASSETS 
 Property, plant and 
  equipment                   a           23,225        (4,521)       18,704 
 Right-of-use assets          b                -         12,322       12,322 
 
   LIABILITIES 
 Borrowings                   c          (3,686)          1,546      (2,140) 
 Lease Liabilities                             -        (3,937)      (3,937) 
 
   NON CURRENT LIABILITES 
 Borrowings                   c          (3,078)          2,176        (902) 
 Lease Liabilities                             -        (7,586)      (7,586) 
 
   Equity 
 Retained Earnings            d           56,261              -       56,261 
--------------------------  ---  ---------------  -------------  ----------- 
 

a. Property, plant and equipment was adjusted to reclassify leases previously classified as finance 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 GBP7.8m operating type leases, resulting in a total adjustment of GBP12.3m.

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

   d.     Retained earnings were not impacted as a result of adopting IFRS 16 

14. 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 GBP8.37m (2019: GBP8.01m). A reconciliation with the reported income statements and this measure, together with the reasons for its use is given below:

 
                                              2020     2019 
                                            GBP000   GBP000 
                                           -------  ------- 
 Profit before tax                           6,981    7,553 
 Share of tax incurred by joint ventures 
  and associates                               100      103 
 Share-based payments                           96       49 
 Non-recurring items                         1,194      301 
                                           -------  ------- 
 Underlying pre-tax profit                   8,371    8,006 
                                           =======  ======= 
 
 

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. 
 

15. 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 (resigned 1 December 2020)

H J Richards

S J Ellwood

   16.     CONTENT OF THIS REPORT 

The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 October 2020 or 31 October 2019 but is derived from those accounts.

Statutory accounts for 2019 have been delivered to the Registrar of Companies. The auditor, BDO LLP, has reported on the 2019 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 2020 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 prior to the AGM. 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 www.wynnstayplc.co.uk .

   17.      ANNUAL GENERAL MEETING 

The Annual General Meeting of the Company will be held virtually from the Wynnstay Group plc registered office at Eagle House, Llansantffraid, Powys on Tuesday 23 March 2021 at 11.45am. Further details will be published on the Company's website www.wynnstayplc.co.uk .

(1) Adjusted operating profit is after adding back amortisation of acquired intangible assets, share-based payment expense and non-recurring items

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January 27, 2021 02:00 ET (07:00 GMT)

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