AIM: WYN
Wynnstay Group
plc
("Wynnstay" or "the Group" or
"the Company")
Agricultural supplies and
services group
Final Results for the year
ended 31 October 2024
KEY POINTS
|
2024
|
2023
|
Revenue
|
£613.1m
|
£735.9m
|
Gross profit
|
£79.2m
|
£79.9m
|
Adjusted operating
profit1
|
£7.9m
|
£10.2m
|
Adjusted profit before
taxation2
|
£7.6m
|
£10.3m
|
Adjusted earnings per
share3
|
23.78p
|
36.17p
|
Net assets /net assets per
share
|
£134.8m/ 583p
|
£135.2m/
589p
|
Net cash4
|
£32.8m
|
£23.7m
|
Total dividend per share
|
17.5p
|
17.25p
|
Statutory results
|
|
|
Operating profit
|
£4.6m
|
£8.8m
|
Profit before taxation
|
£4.1m
|
£8.7m
|
Earnings per share
|
12.12p
|
30.74p
|
Net cash / (debt) - full IFRS
16
|
£17.2m
|
£10.7m
|
1Adjusted operating profit
excludes amortisation of acquired intangibles, share based payment
expenses, losses on mark to market of
derivatives and non-recurring items.
2Adjusted profit before
taxation excludes amortisation of acquired intangibles, share based
payment expenses, losses on mark to market of
derivatives, non-recurring items and the
share of tax incurred by joint ventures.
3 Adjusted earnings per share
takes into account the tax effect of adjusting items
4Net cash / (debt) excluding
IFRS 16 leases
Financial
·
|
Results in line with revised
expectations and reflect challenging market conditions.
|
·
|
Revenue decreased to £613.1m (2024:
£735.9m) with commodity deflation, which
accounted for c. £117.9 (96%) of the reduction.
|
·
|
Gross profit of £79.2m (2023:
£79.9m), with lower activity and decreased unit margins in
fertiliser manufacturing and grain marketing.
|
·
|
Non-recurring items of £2.3m (2023:
£0.1m) related mainly to business reorganisation expenses and
impairment of assets.
|
·
|
Robust balance sheet with net cash
at £32.8m (2024: £23.7m).
|
·
|
Proposed final dividend of 11.90p
(2023: 11.75p), reflecting good cash generation and Board's
confidence of future prospects. Takes total dividend for the year
to 17.5p (2023: 17.25p).
|
Operational
·
|
The Group's operating activities are
now presented in three segments to reflect our new organisational
structure and provide greater insight into the Group's
performance.
|
·
|
Feed and Grain - adjusted profit before tax of £0.7m (2023:
£5.7m):
|
|
o
|
manufactured feed volumes 2.7%
lower; mostly reflected lower poultry feed volumes as manufacturing
transitioned away from Twyford site. Very poor 2024 harvest
resulted in reduced volumes available for grain trading.
|
·
|
Fertiliser and Seed
- adjusted profit before tax of £1.4m (2023:
£0.8m):
|
|
o
|
seed and fertiliser sales impacted
by prolonged wet weather, which affected both autumn and spring
planting seasons; manufactured fertiliser margins below target
levels as raw material prices continued to track back to pre-crisis
(2022) levels.
|
·
|
Depot Merchanting
- adjusted profit before tax of £5.5m (2023:
£3.8m):
|
|
o
|
footfall and transaction levels in
line with prior year. Margin improvement
more than offset operational cost increases.
|
·
|
Higher labour and energy costs
partly offset by efficiency initiatives.
|
CEO
appointed and "Project Genesis" launched
·
|
Alk Brand joined as CEO on 1 October
2024.
|
·
|
Project Genesis launched; objective
is to establish a more efficient operating model that will drive
higher margins, profits and cash generation and support the Group's
wider growth plans and value creation.
|
|
o
|
A new integrated divisional
structure has been created: its implementation is already under
way, including senior management changes.
|
|
o
|
Three-year timetable with
initial benefits expected to be felt in
FY25.
|
Outlook
·
|
Farmgate prices across most sectors
are robust, which will support farmer sentiment despite continuing
uncertainties around the transition in governmental support
policies.
|
·
|
Group is expected to deliver a
stronger performance in FY25 than in FY24, helped by operational
improvements already made.
|
Alk
Brand, Chief Executive Officer of Wynnstay Group plc,
commented:
"It was a disappointing year for the Group, reflecting a
number of challenges, including adverse weather, which impacted
planting and growing conditions, falling commodity prices and
underperformance in certain areas of the business. More positively,
investments progressed, cash flows were good, and the Group's
balance sheet remains strong.
"Together with the Board, I have reviewed the business, and we
have launched Project Genesis. It is a three-year transformation
programme, which is focused on establishing a more efficient
operating model to drive performance. We are confident that this
will better position Wynnstay for future growth and long-term
success, and create substantial value for
shareholders.
"Trading in the new financial year is in line with management
expectations, and we anticipate an improved performance over last
year, helped by the actions we have already
taken."
Enquiries:
|
|
|
Wynnstay Group plc
|
Alk Brand, Chief Executive
Officer
Rob Thomas, Chief Financial
Officer
|
020 3178 6378 (Today)
01691 827 142
|
KTZ Communications
|
Katie Tzouliadis, Robert
Morton
|
020 3178 6378
|
Shore Capital (Nomad and
Broker)
|
Stephane Auton/Tom Knibbs (Corporate
Advisory)
Henry Willcocks (Corporate
Broking)
|
020 7408 4090
|
Wynnstay will be hosting an online presentation of the
Company's results on 14 February 2025. Shareholders and potential
investors can register to join the online presentation
at
https://bit.ly/WYN_FY24_results_webinar.
Further information can be obtained from KTZ
Communications.
CHAIRMAN'S STATEMENT
Overview
The year presented significant
challenges for Wynnstay, which trading results reflect. A number of
factors contributed, including very difficult weather conditions
(which significantly impacted the planting season and harvest
outcome), falling commodity prices and underperformance in certain
areas of the business. Nonetheless, in this tough trading year, we
continued with investment plans and took a number of important
structural and operational decisions.
In mid-September 2024, we were
pleased to announce the appointment of Alk Brand as Chief Executive
Officer, with Gareth Davies having decided to step down from this
role to continue to focus on a serious family matter. Since then,
and building on existing work, the Board has agreed and launched a
new programme to transform the Groups operations, Project Genesis.
It is aimed at establishing a more efficient operating model that
will drive future margins and profits and better support our growth
ambitions in the agricultural supplies marketplace, which remains
highly fragmented.
We believe there is a significant
opportunity to simplify and streamline the Group's operations,
bringing subsidiary operations closer to the centre and integrating
certain operations. We have already commenced this transformation
programme and have made important senior management changes. The
year's results therefore have also been affected by material
one-off costs, relating to these management and organisational
changes as well as to the restructuring of manufacturing
operations. Project Genesis has a three-year time horizon and we
expect to see some initial benefits come through in the new
financial year.
Financial Results
Revenue for the financial year
decreased to £613.1m (2023: £735.9m), with £117.9m (96%) of the reduction accounted for by
falling commodity prices. Lower activity in Feed
and Grain was an additional factor. Gross profit was broadly flat
at £79.2m (2023: £79.9m) while adjusted operating profit was down
by 23% at £7.9m (2023: £10.2m). This mainly reflected significantly
higher administrative expenses, up by 20%. Adjusted profit before
tax was £7.6m (2023: £10.3m), which includes the Group's share of
profits of joint ventures of £0.8m (2023: £0.9m).
On a statutory basis, including
amortisation of acquired intangibles and share based payment
expenses (£0.5m (2023: £0.5m)), losses on mark to market of
derivatives (£0.5m (2023: £0.8m)) and non-recurring items (£2.3m
(2023: £0.1m)) and the share of tax incurred by joint ventures
(£0.2m (2023: £0.2m)), profit before tax was £4.1m (2023: £8.7m)
and earnings per share were 12.12p (2023: 30.74p).
Balance sheet and cash
generation
The Group continued to generate good
cash flows and the balance sheet remains very strong, with net cash
at 31 October 2024 at £32.8m (2023: £23.7m). Including IFRS 16
leases, net cash increased to £17.2m (31 October 2023: £10.7m).
As part of our cash strategy, we have instigated a full
review of our operating assets and have established a new capital
allocation framework.
Dividend
The Board is pleased to propose a
final dividend of 11.90p per share, which subject to shareholder
approval at the Company's AGM on 27 March 2025, will be paid on 30
April 2025 to shareholders on the register as at 27 March 2025.
Together with the interim dividend of 5.60p per share, paid
on 31 October 2024, this gives a total annual dividend of 17.50p
(2023: 17.25p), an increase of 1.4% year-on-year. The
proposed final dividend reflects the Group's strong cash generation
as well as the Board's view of prospects in the new financial
year.
The Board has taken the decision to
suspend the Company's Scrip Dividend Scheme 2015, therefore the
final dividend will be paid entirely in cash.
Sustainability
The Group continues to make steps
towards reaching Net Zero by 2040. Our 2024 Task Force on
Climate-related Financial Disclosures ("TCFD") Report, which can be
found in the Annual Report, details our progress in developing our
Net Zero roadmap. Our investment programme in solar energy is well
under way and previous investments in this area have delivered the
expected robust returns.
The Group's sustainability plans also encompasses our offering to
our farmer customers as they focus on environmental and
biodiversity goals. This reflects the major transition currently
under way in governmental support, from payments based on the EU's
Common Agricultural Policy (CAP), to a new system of financial
support based on environmental outcomes. We continue to adapt and
develop our products and services in support of this changeover.
Our teams of on-farm specialists provide wide-ranging advice and
guidance, including on environmental seeds, soil health, water and
air quality, livestock nutrition and new farming techniques and
interventions.
Board Changes
After an extended period of absence
relating to a serious family matter, Gareth Davies stepped down as
Chief Executive Officer on 1 October 2024 to continue to focus on
this matter. He remains on the Board in a non-executive advisory
capacity until the Group's AGM in March. On behalf of everyone at
Wynnstay, I would like to thank Gareth for his valued service and
tremendous commitment to the Group since he joined in 1999,
becoming Chief Executive Officer in 2018.
We welcome Alk Brand, the Group's
new Chief Executive Officer. Alk has a highly successful track
record in business growth and development, which includes M&A,
acquisition integration and efficiency programmes. He has wide
experience of the agricultural sector, supply chains, farming
co-operatives and food markets. Alk was previously Chief Executive
Officer of Westfalia Fruit Group, the UK-based fresh produce
business with operations across 17 countries. Before that, he
headed Richardson International UK, the miller and supplier of
grain-based ingredients. He comes from a family farming background
in South Africa.
We announce today the retirement of
Non-executive Director, Howell Richards. He will step down from the
Group at the forthcoming AGM. With his wide understanding of the
agricultural industry, he has provided sound counsel over many
years for which we thank him. A recruitment process to find a
suitable successor, with relevant industry knowledge, is in
progress and an announcement will be made in due course.
Outlook
Our transformation and investment
programme is under way and should significantly strengthen our
model and establish a higher base level of profitability. It
fully supports our growth plans, which are based on accretive
acquisitions and organic growth.
The year under review was a very
difficult year for the Group, but with the actions we have already
taken, we expect Wynnstay to deliver a better performance in the
new financial year and beyond.
Steve Ellwood
Chairman
CHIEF EXECUTIVE OFFICER'S REPORT
Overview
Having joined Wynnstay on 1 October
2024, this is my first report as the Group's Chief Executive
Officer.
It was an especially challenging
year for the Group, with disappointing performances in feed and
fertiliser activities. Higher costs, including labour and energy,
were also issues although efficiency initiatives helped to mitigate
this. It was unusual for both of the two main planting
seasons for grain crops (autumn and spring) to suffer from
exceptionally wet weather conditions. It led to a reduction in
demand for agricultural inputs and also to the UK's second poorest
harvest on record. Farmer sentiment was affected by higher costs
and the ongoing uncertainties of the transition to new governmental
support mechanisms. In addition, dairy and arable farmers contended
with weaker farmgate prices, although these moved more favourably
later in the year. Reported results were also affected by
significant non-recurring items.
Despite these substantial headwinds,
the Group continued to generate good cash flows, helped by
effective cash management, and reductions in working capital.
Wynnstay's balance sheet remains very strong, with significant net
cash.
Wynnstay has developed a strong
market position, and I share the view that there is a major
opportunity to build and develop the Group. There is also an
opportunity to reshape significantly the existing operations and to
establish a more efficient and effective platform. This will
enhance profitability as well as support our M&A strategy. We
have commenced a three-year transformation programme, which we are
calling Project Genesis, to drive reorganisation and
investment, and have already made a number of management changes as
we established a new senior team.
Divisional Performance
In order to provide investors with a
better understanding of the Group's trading performance, and in
line with the changes we are making to our organisational
structure, we have re-examined our segmental reporting. We now
report this data under three segments: Feed and Grain, Fertiliser
and Seed, and Depot Merchanting. This replaces our previous
segmentation of Agriculture and Specialist Agricultural
Merchanting. Comparative segmental data for the prior financial
year is provided. We foresee improvement and growth opportunities
in all three segments.
Feed and Grain
Wynnstay manufactures and supplies a wide range of feeds and
animal nutrition products, principally for the dairy, beef, sheep
and poultry sectors. The Group operates three feed mills and three
blending plants, manufacturing feed that is offered in compounded,
blended and meal forms, and sold both in bulk and in bags. Bagged
feed is predominantly sold through the Group's depot network.
Wynnstay also sells a range of raw materials for feed,
through its Wynnstay and Glasson Grain brands. Farmers are offered
grain and combinable crop marketing services through the GrainLink
business.
Both the first and second halves of
the year were challenging and the combined results of Feed and
Grain operations show a significant decrease year-on-year. Total
revenue was £353.3m (2023: £437.7m), with the decrease reflecting
falling commodity prices, lower feed volumes, and a poor 2024
harvest. Poultry feed volumes in particular reduced as we started
to transition away from manufacturing at Twyford. Together with
more normal margins at GrainLink after a record prior year, this
led to gross profit of £33.2m (2023: £36.6m). Higher labour and
energy costs were also pressures. Adjusted profit before tax was
£0.7m (2023: £5.7m).
Total manufactured feed volumes were
2.7% lower than the previous year, which compares to market growth
of 3.8%, as estimated by the Agriculture and Horticulture
Development Board ("AHDB"). As noted above, poultry feed volumes
predominantly accounted for the variation.
We took the decision to bring
forward the transition of manufacturing of poultry feed away from
the Twyford site, and production ceased at the end of January 2025,
approximately a year ahead of the termination of the lease.
Instead, poultry feed will be manufactured at Llansantffraid and
through third parties. We plan to develop our own micro
manufacturing sites to serve our poultry customers in due course.
As previously reported, it was considered unlikely that we would
proceed with the renovation of the mothballed facility at Calne,
and we have now agreed a price with a potential acquiror, subject
to finalisation of legal documentation and due diligence, and hope
to complete a sale in the Spring of 2025. We have the ability
to grow our market share and profitability from our anchor sites in
Llansantffraid and Carmarthen through strategic investment, aligned
with our vision to use manufacturing assets more
efficiently.
Grain marketing and feed raw
materials volumes together were 8.8% lower than in the prior year.
The heavy rains during the planting season led to the UK's second
lowest harvest on record and reduced the volumes available for
marketing by GrainLink. It did not therefore repeat its excellent
performance of the prior year, with margins also moving to more
normal levels, as expected. Total feed raw materials volumes were
up year-on-year, driven by higher demand from farmers. Margins
remained stable.
Our specialist teams continued to
work with our farmer customers, advising on nutrition for dairy,
beef, sheep, youngstock and poultry enterprises, as well as ways of
improving performance efficiency and
delivering environmental objectives. We will be adding to these
specialist teams over the coming year.
As we start the new financial year,
farmgate prices for red meat and free range eggs are robust and the
price ratio for milk to feed ratio is favourable. This should boost
farmer sentiment.
Fertiliser and Seed
The Group supplies a full range of high-quality,
Wynnstay-branded agricultural fertiliser products (compound,
straight, and blended), and its Glasson fertiliser blending
operations are the UK's second largest fertiliser blender. Our
specialists offer bespoke fertiliser programmes. These address
specific soil conditions, thereby increasing the efficiency of the
fertiliser and improving plant growth. The Group also supplies a
wide range of seeds (spring, autumn, grass, maize, catch &
forage, and environmental seeds), and operates a major seed
processing facility in Shrewsbury, Shropshire.
Fertiliser and Seed activities
contended with a second year of significant challenges, and while
results were off last year's lows, the expected recovery did not
materialise. Revenues totalled £119.7m (2023: £156.4m), gross
profit rose to £11.4m (2023: £11.0m) and adjusted profit before tax
increased to £1.4m (2023: £0.8m).
The continuing normalisation of
fertiliser prices helped a recovery in demand for blended
fertiliser, and Glasson Grain's volumes increased by 8%
year-on-year. However, demand in the important fourth quarter of
the financial year was disappointing as farmers delayed purchases,
in reaction to weather conditions. Margins were also below target
levels - affected by global fertiliser raw material price
fluctuations as they continued to track back to pre-Ukraine war
(2022) levels.
The volume of merchanted fertiliser
sold directly to farmers through the Wynnstay brand was slightly
higher than the prior year but was affected by the smaller acreages
sown (as a result of heavy rains) for a second year. Margins
improved year-on-year.
The seed business was also affected
by the unusually wet weather conditions, which disrupted the
crucial planting seasons. Autumn cereal seed sales were lower than
normal although higher than last year's severely impacted levels.
Spring cereal volumes were hampered by a combination of lower
availability of seed after the 2023 harvest yields and poor
planting conditions. Sales of traditional grass seed mixtures were
down year-on-year while demand for environmental seed mixtures grew
strongly. This reflected farmer participation in the Welsh
Government's Sustainable Farming Scheme and the English
Government's Environmental Land Management Schemes. Our specialist
advisors continued to provide customers with advice on seeds
mixture to promote biodiversity and soil health. The seed
industry offers significant growth opportunities. New
integrated structures and sector focus will better enable Wynnstay
to capture these.
We completed the planned closure of
our fertiliser blending site at Howden, amalgamating its volumes
into our plant at Goole for greater efficiency. We are now in the
process of opening an advanced new fertiliser blending plant in the
Port of Avonmouth, Bristol. It will extend our geographic reach,
and also enable Glasson Fertilisers to serve customers in South
Wales and the South West of England more effectively. The new
facility will use advanced manufacturing technology to produce a
wide range of fertiliser formulations and support our environmental
offering. We expect it to become operational in Spring
2025.
Depot Merchanting
Wynnstay operates a network of 51 depots catering mainly for
the needs of farmers but also rural dwellers. Depots are mostly
located within the livestock areas of England and Wales. The
network is supported by multi-channel routes to market, which
include a digital sales platform, a sales trading desk, regional
field sales teams and specialist catalogues.
Depot Merchanting revenue was
£140.1m (2023: £141.7m), with deflation accounting for the slight
decrease year-on-year. Footfall and transactions volumes were in
line with last year. Gross profit improved to £34.6m (2023: £32.3m)
and adjusted profit before tax increased to £5.5m (2023: £3.8m).
Margin improvement more than offset operational cost increases,
which included higher energy and labour costs.
After a difficult first half, with
lower sales volumes in higher margin product categories, (which
reflected both more cautious spending behaviour and a delayed start
to the normal seasonal on-farm construction and maintenance
projects because of the prolonged wet weather), trading improved in
the second half of the financial year. There was a more favourable
product mix and a better underlying margin performance.
We continued to develop our
multi-channel routes to market, launching a click-and-collect
service and direct-to-farm deliveries for certain products. Uptake
of our digital portal increased further, although it is mainly used
by farmers to manage and settle their customer accounts
online.
Joint Ventures
Wynnstay's gross share of results of
joint ventures (Bibby Agriculture Ltd, WYRO
Developments Limited and Total Angling Limited) and associate
company (Celtic Pride Limited) was £0.8m
(2023: £0.9m). This was another good contribution. In July 2024, we
concluded the sale of the Group's share of Total Angling
Ltd.
Project Genesis
As discussed earlier, we are excited
to have launched Project Genesis, our three-year operational
transformation initiative. It is a fundamental step, which will
integrate and streamline operations and establish a lower cost,
more efficient operating model. This will enhance profitability and
significantly improve the Group's ability to drive future growth
and value creation.
Rob Thomas and I are leading the
programme, supported by cross-functional teams. The programme is
structured around workstreams focused on sales growth, margin
improvements, operational efficiency, HR, and business processes.
By simplifying our operations into distinct wholesale and direct
sales channels, we will make operational gains, improve
decision-making, and enhance financial discipline.
We expect to see significant
benefits over the three years of transformation, with the new
financial year seeing some early gains. As we progress execution,
the financial and operational benefits should come through more
strongly, building in each year. This programme will
establish Wynnstay with a stronger, more scalable, and competitive
business model, and enable us to better serve our customers and
drive stronger returns for our
shareholders.
Outlook
The Group has a well-established
market position, a strong balance sheet and generates robust cash
flows.
Our major new programme to transform
the Group's operations will sharpen our focus, introduce greater
commercial discipline and strengthen our ability to deliver the
returns envisaged by our growth plans. We have already made good
early progress with the new programme, restructuring the senior
leadership team and taking decisive action to close the Twyford
site ahead of its lease termination date.
While agriculture is inherently
subject to market and weather fluctuations, we believe that through
a more streamlined and focused approach, the business will be more
resilient against short-term market volatility and deliver stronger
underlying returns. Our transformation programme supports our
strategy of partnering with farmers to supply a comprehensive range
of agricultural products while also consolidating a fragmented
market. We are confident of the potential ahead of us to generate
significantly greater shareholder value.
Our Depot Merchanting division will
form a substantial part of our growth strategy. Depots are a
significant margin creator for our business and renewed focus and
investment in key resources to further improve performance will be
given to this area.
We anticipate that our investments
in people, processes, and platforms will fully materialise over the
next three years, however the actions we have already taken should
yield immediate tangible benefits.
Trading since the beginning of the
new financial year has been in line with the Board's expectations,
and we remain confident that the Group's performance in FY25 will
show an improvement over FY24.
Alk
Brand
Chief Executive Officer
FINANCIAL REVIEW
Group Results
£'000s unless stated
|
2024
|
2023
|
|
|
|
Revenue
|
613,053
|
735,877
|
Gross Profit
|
79,209
|
79,871
|
Adjusted operating profit
|
7,926
|
10,161
|
Adjusted profit before
tax
|
7,616
|
10,268
|
Profit before tax
|
4,097
|
8,704
|
Basic EPS
|
12.12p
|
30.74p
|
Net Cash (excluding lease
liabilities)
|
32,824
|
23,717
|
Group revenue in the year decreased
by £122.8m to £613.1m (2023: £735.9m) reflecting reduced commodity
prices and lower levels of activity in the Feed & Grain
Division. Gross profit was broadly unchanged at £79.2m (2023:
£79.9m) just £0.7m lower year-on-year. Adjusted operating
profit reduced by £2.3m to £7.9m (2023: £10.2m).
Net finance costs increased by £0.3m
(42.3%) to £1.1m (2023: £0.8m). IFRS 16 interest was £0.5m
higher than 2023 and this was offset by a £0.2m reduction in bank
interest. Share of profits of joint ventures reduced by £0.1m
(11.6%) to £0.8m (2023: £0.9m).
Adjusted profit before tax reduced
by £2.7m to £7.6m (2023: £10.3m).
Losses on the mark to market of
wheat futures contract derivatives reduced by £0.3m to £0.5m (2023:
£0.8m). These non-cash losses arise in accordance with the
valuation requirements of IFRS 9 and have no effect on the grain
trading book of the Feed and Grain Division.
There were £2.3m of non-recurring
items in the year (2023: £0.1m).
Taxation
The Group's tax charge, including
joint ventures of £1.5m (2023: £2.0m), represents 34.9% (2023:
22.1%) of the Group pre-tax profit of £4.3m (2023: £8.9m). A
reconciliation relating to Group's tax charge and Group pre-tax
profit is given below:
£'000s
|
2024
|
2023
|
|
|
|
Group's tax charge
|
|
|
Taxation
|
1,308
|
1,776
|
Share of tax incurred by joint
ventures & associates
|
191
|
192
|
|
1,499
|
1,968
|
|
|
|
Group pre-tax profit from continuing
operations
|
|
|
Profit before taxation from
operations
|
4,097
|
8,703
|
Share of tax incurred by joint
ventures & associates
|
191
|
192
|
|
4,288
|
8,895
|
|
|
|
Effective tax rate in Group
accounts
|
31.9%
|
20.4%
|
Effective tax rate including joint
ventures
|
34.9%
|
22.1%
|
In accordance with Schedule 19 of
the Finance Act 2016, the Group has published a Tax Strategy
document on its website, which confirms that the organisation is
committed to full compliance with all statutory obligations and
adopts a policy of full disclosure to HMRC. The Group refrains from
using offshore tax jurisdictions and will not use specifically
constructed tax avoidance schemes or arrangements.
Earnings Per Share
Basic earnings per share were 12.12p
(2023: 30.74p), based on a weighted average number of shares in
issue during the year of 23.029m (2023: 22.525m).
Balance Sheet
£'000s
|
2024
|
2023
|
|
|
|
Tangible & intangible fixed
assets
|
43,939
|
45,088
|
Right of use assets
|
16,919
|
14,129
|
Investments in property & joint
ventures
|
6,107
|
6,257
|
Net working capital
|
54,240
|
61,029
|
Loans to joint venture
|
600
|
639
|
Net cash (excluding IFRS 16
leases)
|
32,824
|
23,717
|
Lease liabilities
|
(15,658)
|
(12,975)
|
Derivative financial
instruments
|
(879)
|
(177)
|
Provisions
|
(1,199)
|
-
|
Current tax assets /
(liabilities)
|
950
|
(257)
|
Deferred tax liabilities
|
(2,994)
|
(2,220)
|
Net
assets
|
134,849
|
135,230
|
Capital investment in fixed assets
including right of use assets, amounted to £10.2m (2023: £15.5m) in
the year. Of this amount, £1.3m related to renewal of
previously held property leases.
Working capital reduced by £6.8m to
£54.2m (2023: £61.0m) as a result of reductions in commodity
prices. This has supported the generation of strong
operational cash flows during the year.
Group net assets at the year-end
amounted to £134.8m (2023: £135.2m), which based on the weighted
average number of shares in issue during the year of 23.029m (2023:
22.525m), equated to a net asset value per share of £5.86 (2023:
£6.00 per share). Based on the number of shares in issue at the
year-end of 23.127m (2023: 22.956m), this net asset per share value
was £5.83 (2023: £5.89). Based on these balance sheet values,
Return on Net Assets from adjusted profit before tax was 5.6%
(2023: 7.6%).
Cash Flow and Net Cash
£'000s
|
2024
|
2023
|
|
|
|
Operating cash flows*
|
13,817
|
16,020
|
Working capital movement
|
6,944
|
4,252
|
Net interest
|
(71)
|
(294)
|
Tax paid
|
(1,556)
|
(2,763)
|
Net
cash generated from operating activities
|
19,134
|
17,214
|
|
|
|
Net capital expenditure
|
(1,061)
|
(5,504)
|
Cash paid for acquisition of
subsidiaries
|
(33)
|
(2,709)
|
Joint ventures, associates and
trusts
|
763
|
600
|
Net
cash used in investing activities
|
(454)
|
(7,613)
|
|
|
|
Proceeds from issue of share
capital
|
583
|
1,471
|
Net movement in bank
borrowings
|
(1,806)
|
(2,345)
|
Repayment of capital element of
leases
|
(6,290)
|
(5,042)
|
Dividends paid
|
(3,995)
|
(3,868)
|
Net
cash used in financing activities
|
(11,508)
|
(9,784)
|
Net
movement in cash
|
7,172
|
(183)
|
Effects of exchange rate differences
|
62
|
61
|
Opening cash balances
|
31,055
|
31,177
|
Closing cash balances
|
38,289
|
31,055
|
*Before movements in working capital
and provisions
Net cash generated from operating
activities amounted to £19.1m (2023: £17.2m). The net cash
position at the year-end was £32.8m (2023: £23.7m). Including IFRS
16 leases, the net cash position was £17.2m (2023: £10.7m).
The year-end represents a trough in the Group's annual
seasonal working capital cycle and therefore usually results in the
highest reported cash position.
£'000s
|
2024
|
2023
|
|
|
|
Cash and cash equivalents
|
38,289
|
31,055
|
Bank borrowings
|
(5,465)
|
(7,338)
|
Net
cash (excluding IFRS 16 leases)
|
32,824
|
23,717
|
|
|
|
IFRS 16 leases
|
(15,658)
|
(12,975)
|
Net
cash (IFRS basis)
|
17,166
|
10,742
|
During the financial year, a total
of 140,780 (2023: 111,181) new ordinary shares were issued to
existing shareholders exercising their right to receive dividends
in the form of new shares. The total equivalent cash amount was
£0.487m (2023: £0.474m). A further 31,487 shares were issued for a
total cash consideration of £0.096m (2023: £0.997m) to employees
exercising rights over approved share options (2023: 503,534).
Under the Terms and Conditions of the Wynnstay Group Plc
Scrip Dividend Scheme 2015, 'The Scrip Dividend Mandate will only
apply in respect of future Dividend if the Directors decide to
offer a Scrip Dividend Alternative in respect of that Dividend.
If the Directors decide not to offer a Scrip Dividend in
respect of any particular Dividend, a full cash Dividend will be
paid in the usual way.' The Directors confirm that no Scrip
Dividend alternative is offered for the year ended 31 October 2024
and the Wynnstay Group Plc Scrip Dividend Scheme 2015 should now be
considered suspended in order to avoid dilution of existing
shareholders' ownership percentage.
Capital Allocation
The Board's objective is to maximise
shareholder returns over the longer term, through a disciplined
deployment of cash generated, and has adopted the following capital
allocation framework in support of this:
●
|
Improved efficiency: the Board
has identified a number of opportunities to reduce costs and
improve efficiency through a more streamlined management
structure.
|
●
|
Organic growth: the Board will
invest in increased and more efficient capacity in order to satisfy
demand within our chosen markets.
|
●
|
Acquisitions: the Board will
continue to explore value enhancing acquisition opportunities in
our chosen markets in order to leverage scale advantages and to
grow overall group revenues in the future. Such acquisitions will
only be made where they are clearly value accretive to the
business.
|
●
|
Returns to shareholders: the
Board recognises the importance of dividend to shareholders and
intends to pay a regular dividend.
|
Our target is to make earnings
enhancing investments which achieve rates of return well in excess
of our internal cost of capital.
Rob
Thomas
Chief Financial Officer
WYNNSTAY GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For
the year ended 31 October 2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Revenue
|
|
613,053
|
735,877
|
Cost of Sales
|
|
(533,844)
|
(656,008)
|
Gross Profit
|
|
79,209
|
79,869
|
Manufacturing, distribution and
selling costs
|
|
(59,809)
|
(60,060)
|
Administrative expenses
|
|
(11,925)
|
(10,020)
|
Other operating income
|
|
451
|
371
|
Adjusted operating
profit1
|
|
7,926
|
10,160
|
Amortisation of acquired intangible
assets and share-based payment expense
|
3
|
(543)
|
(468)
|
Loss on mark to market of
derivatives
|
|
(473)
|
(822)
|
Non-recurring items
|
3
|
(2,312)
|
(82)
|
Operating Profit
|
|
4,598
|
8,788
|
Interest Income
|
4
|
497
|
528
|
Interest Expense
|
4
|
(1,572)
|
(1,286)
|
Share of profits in joint ventures
using the equity method
|
|
765
|
865
|
Adjusted profit before
taxation2
|
|
7,616
|
10,267
|
Intangible amortisation and share
based payments
|
3
|
(543)
|
(468)
|
Loss on mark to market of
derivatives
|
3
|
(473)
|
(822)
|
Share of tax incurred by joint
venture
|
|
(191)
|
(192)
|
Non-recurring items
|
3
|
(2,312)
|
(82)
|
Profit before taxation
|
|
4,097
|
8,703
|
Taxation
|
5
|
(1,308)
|
(1,776)
|
Profit for the year
|
|
2,789
|
6,927
|
Other Comprehensive (Expense) / Income
|
|
|
|
Items that will be reclassified
subsequently to profit or loss:
|
|
|
|
- Net change in the fair value of
cashflow hedges taken to equity (net of tax)
|
|
27
|
49
|
- Recycled cashflow hedge taken to
income statement
|
|
(95)
|
(83)
|
|
|
(68)
|
(34)
|
Total comprehensive earnings for the
period
|
|
2,721
|
6,893
|
|
|
|
|
Basic earnings per share
|
|
12.12
|
30.74
|
Dituled earnings per
share
|
|
11.75
|
30.30
|
1Adjusted operating profit
excludes amortisation of acquired intangibles, share based payment
expenses, losses on mark to market of
derivatives and non-recurring items.
2Adjusted profit before
taxation excludes amortisation of acquired intangibles, share based
payment expenses, losses on mark to market of
derivatives, non-recurring items and the
share of tax incurred by joint ventures.
|
WYNNSTAY GROUP PLC
CONSOLIDATED BALANCE SHEET
As
at 31 October 2024
|
|
|
|
|
Note
|
2024
|
2023*
|
2022*
|
NON-CURRENT ASSETS
|
|
|
|
|
Goodwill
|
|
15,530
|
15,530
|
16,133
|
Intangible assets
|
|
4,727
|
4,960
|
4,936
|
Investment property
|
|
1,850
|
1,850
|
1,850
|
Property, plant and
equipment
|
|
22,416
|
24,598
|
20,840
|
Right-of-use assets
|
|
16,919
|
14,129
|
8,202
|
Investments accounted for using
equity method
|
|
4,257
|
4,407
|
4,101
|
Derivative financial
instruments
|
|
10
|
54
|
1
|
|
|
65,709
|
65,528
|
56,063
|
CURRENT ASSETS
|
|
|
|
|
Assets held for sale
|
|
1,266
|
-
|
-
|
Inventories
|
|
43,328
|
55,456
|
71,095
|
Trade and other
receivables
|
|
70,418
|
81,276
|
96,575
|
Financial assets - loan to joint
ventures
|
|
600
|
639
|
1,067
|
Cash and cash equivalents
|
9
|
38,289
|
31,055
|
31,177
|
Current tax asset
|
|
950
|
-
|
-
|
Derivative financial
instruments
|
|
52
|
209
|
598
|
|
|
154,903
|
168,635
|
200,512
|
|
|
|
|
|
TOTAL ASSETS
|
|
220,612
|
234,163
|
256,575
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
Financial liabilities -
borrowings
|
9
|
(2,619)
|
(2,595)
|
(3,043)
|
Lease liabilities
|
9
|
(4,399)
|
(3,762)
|
(3,344)
|
Trade and other payables
|
|
(59,499)
|
(75,692)
|
(105,015)
|
Current tax liabilities
|
|
-
|
(257)
|
(1,639)
|
Provisions
|
|
(1,199)
|
-
|
(345)
|
Derivative financial
instruments
|
|
(940)
|
(432)
|
(53)
|
|
|
(68,656)
|
(82,740)
|
(113,439)
|
|
|
|
|
|
NET
CURRENT ASSETS
|
|
86,247
|
85,895
|
87,073
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
Financial liabilities -
borrowings
|
9
|
(2,846)
|
(4,743)
|
(6,640)
|
Lease liabilities
|
9
|
(11,259)
|
(9,213)
|
(3,999)
|
Trade and other payables
|
|
(7)
|
(9)
|
(36)
|
Derivative financial
instruments
|
|
(1)
|
(8)
|
(80)
|
Deferred tax liabilities
|
|
(2,994)
|
(2,220)
|
(1,680)
|
|
|
(17,107)
|
(16,193)
|
(12,435)
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
(85,763)
|
(98,933)
|
(125,874)
|
|
|
|
|
|
NET
ASSETS
|
|
134,849
|
135,230
|
130,701
|
|
|
|
|
|
EQUITY
|
|
|
|
|
Share capital
|
|
5,782
|
5,739
|
5,585
|
Share premium
|
|
44,022
|
43,482
|
42,130
|
Share based payments
|
|
506
|
1,287
|
1,261
|
Cash flow hedge reserve
|
|
35
|
103
|
137
|
Other reserves
|
|
1,492
|
1,516
|
1,741
|
Retained earnings
|
|
83,012
|
83,103
|
79,847
|
TOTAL EQUITY
|
|
134,849
|
135,230
|
130,701
|
|
|
|
|
|
|
|
|
*As restated - see note
11
WYNNSTAY GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As
at 31 October 2024
|
Share
capital
|
Share
premium
|
Share based
payment
|
Cashflow hedge
reserves
|
Other
reserves
|
Retained
earnings
|
Total
|
Group
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
At 1 November 2022
|
5,585
|
42,130
|
-
|
137
|
4,130
|
78,719
|
130,701
|
Change in accounting
policy
|
-
|
-
|
1,261
|
-
|
(2,389)
|
1,128
|
-
|
At 1 November 2022
(restated)
|
5,585
|
42,130
|
1,261
|
137
|
1,741
|
79,847
|
130,701
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
6,927
|
6,927
|
Net change in the fair value of
cashflow hedges taken to equity, net of tax
|
-
|
-
|
-
|
49
|
-
|
-
|
49
|
Recycle cashflow hedge to income
statement
|
-
|
-
|
-
|
(83)
|
-
|
-
|
(83)
|
Total comprehensive income
|
-
|
-
|
-
|
(34)
|
-
|
6,927
|
6,893
|
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
Share based payment
|
-
|
-
|
258
|
-
|
-
|
-
|
258
|
Exercise, lapse or forfeit of
share-based payments (restated*)
|
-
|
-
|
(232)
|
-
|
-
|
197
|
(35)
|
Shares issued in the year
|
154
|
1,352
|
-
|
-
|
-
|
-
|
1,506
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
(3,868)
|
(3,868)
|
Own shares acquired by ESOP
trust
|
-
|
-
|
-
|
-
|
(225)
|
-
|
(225)
|
|
154
|
1,352
|
26
|
-
|
(225)
|
(3,671)
|
(2,364)
|
|
|
|
|
|
|
|
|
At 31 October 2023
(restated)
|
5,739
|
43,482
|
1,287
|
103
|
1,516
|
83,103
|
135,230
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
2,789
|
2,789
|
Net change in the fair value of
cashflow hedges taken to equity, net of tax
|
-
|
-
|
-
|
27
|
-
|
-
|
27
|
Recycle cashflow hedge to income
statement
|
-
|
-
|
-
|
(95)
|
-
|
-
|
(95)
|
Total comprehensive income
|
-
|
-
|
-
|
(68)
|
-
|
2,789
|
2,721
|
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
Share based payment
|
-
|
-
|
309
|
-
|
-
|
|
309
|
Exercise, lapse or forfeit of
share-based payments (restated*)
|
-
|
-
|
(1,090)
|
-
|
-
|
1,090
|
-
|
Shares issued in the year
|
43
|
540
|
-
|
-
|
-
|
-
|
583
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
(3,995)
|
(3,995)
|
Transfer
|
-
|
-
|
-
|
-
|
(24)
|
24
|
-
|
|
43
|
540
|
(781)
|
-
|
(24)
|
(2,881)
|
(3,103)
|
|
|
|
|
|
|
|
|
At
31 October 2024
|
5,782
|
44,022
|
506
|
35
|
1,492
|
83,012
|
134,849
|
WYNNSTAY GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
For
the year ended 31 October 2024
|
|
2024
|
2023
|
|
Note
|
£000
|
£000
|
Cash flows from operating activities
|
|
|
|
Cash generated from
operations
|
|
20,761
|
20,271
|
Interest received - cash
|
|
497
|
528
|
Interest paid - cash
|
|
(568)
|
(822)
|
Tax paid
|
|
(1,556)
|
(2,763)
|
Net
cash generated from operating activities
|
|
19,134
|
17,214
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Proceeds from sale of property,
plant and equipment
|
|
990
|
257
|
Purchase of property, plant and
equipment
|
|
(2,174)
|
(5,761)
|
Acquisition of subsidiary
undertaking, net of cash acquired
|
|
(33)
|
(2,709)
|
Receipt of repayment of short-term
loans to joint ventures
|
|
39
|
428
|
Payment of short terms loan to ESOP
trust
|
|
-
|
(195)
|
Disposal of investments
|
|
123
|
-
|
Dividends received from joint
ventures and associates
|
|
601
|
367
|
Net
cash used by investing activities
|
|
(454)
|
(7,613)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Net proceeds from the issue of
ordinary share capital
|
|
583
|
1,471
|
Proceeds from new loans
|
|
91
|
26
|
Lease repayments
|
|
(6,290)
|
(5,042)
|
Repayment of borrowings
|
|
(1,897)
|
(2,371)
|
Dividends paid to
shareholders
|
|
(3,995)
|
(3,868)
|
Net
cash used in financing activities
|
|
(11,508)
|
(9,784)
|
|
|
|
|
Net
increase / (decrease) in cash and cash
equivalents
|
|
7,172
|
(183)
|
Effects of exchange rate
changes
|
|
62
|
61
|
Cash and cash equivalents at the
beginning of the period
|
|
31,055
|
31,177
|
Cash and cash equivalents at the end of the
period
|
|
38,289
|
31,055
|
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
this approved financial information.
Basis of Preparation
The Group's financial statements
have been prepared in accordance with international accounting
standards in accordance with UK-adopted International Accounting
Standards and applicable law. The Group financial statements have
been prepared under the historical cost convention other than
certain assets which are at deemed cost under the transition rules,
share-based payments which are included at fair value and certain
financial instruments which are explained in the relevant section
below. A summary of the material Group accounting policies, which
have been applied consistently, is set out below.
The preparation of financial
statements in accordance with UK-adopted International Accounting
Standards requires the use of certain critical accounting estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results
ultimately may differ from those estimates.
Going Concern
As part of their normal year end
processes the Board have reviewed commercial plans and budgets for
the new financial year, together with assessing the principal
identified risks and uncertainties for the Group. Detailed cashflow
projections have been prepared and considered against available
funding sources, which at the year-end included net cash of
£17.16m, plus £10m of undrawn revolving credit facilities and
£10.5m of unused overdraft facilities with HSBC Bank UK plc
(HSBC).
In May 2024 an RCF facility of £10m
with a £5m accordion, was renewed with HSBC Bank UK plc (HSBC) and
committed to 28 February 2027. The facility was undrawn at 31
October 2024 and in addition, the Group has £10.5m unused overdraft
facilities and net cash (including IFRS 16 leases) of £17.16m at
the year end.
Detailed cash flow projections have
been prepared and considered against these available funding
sources and substantial headroom is available to fund the
continuing development of the Group.
The Directors have therefore
concluded that they have reasonable expectation that the Group has
adequate financial resources to support the operational
requirements of the business for the foreseeable future, and that
it is appropriate to continue adopting the going concern concept in
the preparation of financial statements.
In conclusion, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. Thus,
they continue to adopt the going concern basis of accounting in
preparing the annual financial statements.
Alternative performance
measures
The Board believe that Adjusted
Operating Profit and Adjusted Profit Before Taxation better reflect
the adjusted commercial trends and performance of the Group and
provides investors and other users of the accounts with useful
information on these trends.
Adjusted Operating Profit is
statutory operating profit after adding back non-recurring items,
amortisation of acquired intangible assets, share based payment
expenses and unrecognised fair value
derivative gains/(losses). Adjusted
profit before taxation is statutory profit before taxation after
adding back non-recurring items, amortisation of acquired
intangible assets, share based payment expenses,
unrecognised fair value derivative
gains/(losses) and the share of tax
incurred by joint ventures.
Non-recurring items
Non-recurring items are items that
the Board believes are material and one-off or non-operating in
nature and are better disclosed separately in the income statement.
Events which may give rise to non-recurring items include,
but are not limited to, gains or losses on the disposal of
subsidiaries/businesses, gains or losses on the disposal or
revaluation of properties, gains or losses on the disposal of
investments, the restructuring of the business, the integration of
new businesses, acquisition related costs, changes to estimates in
relation to deferred and contingent consideration for prior period
business combinations and asset impairments including impairment of
goodwill.
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 Feed and Grain, Fertiliser and Seed and Depot
Merchanting.
Feed and Grain -
Wynnstay manufactures and supplies a wide range of
feeds and animal nutrition products for a range of sectors,
including, dairy, beef, sheep, and poultry. The business operates
three feed mills and three blending plants, and offers nutrition
products in compounded, blended and meal forms, both in bulk and in
bags. Bagged feed is predominantly sold through our depot network.
In addition, we sell a range of feed raw materials through
both the Wynnstay and Glasson Grain brands, as well as offering
grain and combinable crop marketing services through the GrainLink
business.
Fertiliser and Seed - Our
arable operations supply a wide range of services and products to
arable and grassland farmers. These include seeds, fertilisers and
agrochemicals. Our fertiliser manufacturing business, Glasson
Fertiliser, is the second largest fertiliser blender in the UK and
is based at Glasson Dock near Lancaster.
Depot Merchanting -
Wynnstay operates a network of 51 depots catering
mainly for the needs of farmers but also rural dwellers. Depots are
mostly located within the livestock areas of England and Wales. The
network is supported by a multi-channel sales route to market,
which includes a digital sales platform, a sales trading desk and
specialist catalogues.
The Board assesses the performance
of the operating segments based on a measure of profit before tax
(Adjusted Profit Before Tax). Other information provided to
the Board is measured in a manner consistent with that in the
financial statements.
|
Feed &
Grain
|
Fertiliser &
Seed
|
Depots
|
Total
|
Year ended 31 October 2024:
|
£000
|
£000
|
£000
|
£000
|
Revenue
|
353,264
|
119,705
|
140,084
|
613,053
|
Gross Profit
|
33,200
|
11,402
|
34,607
|
79,209
|
|
|
|
|
|
Result
|
|
|
|
|
Adjusted Operating Profit
|
157
|
1,629
|
6,140
|
7,926
|
Amortisation of acquired intangible
assets and share-based payment expense
|
(142)
|
(90)
|
(311)
|
(543)
|
Unrealised derivative
losses
|
(473)
|
-
|
-
|
(473)
|
Non-recurring items
|
(2,087)
|
-
|
(225)
|
(2,312)
|
Operating Profit
|
(2,545)
|
1,539
|
5,604
|
4,598
|
|
|
|
|
|
|
|
|
|
|
Adjusted Profit before taxation
|
682
|
1,410
|
5,524
|
7,616
|
Amortisation of acquired intangible
assets and share-based payment expense
|
(142)
|
(90)
|
(311)
|
(543)
|
Unrealised derivative
losses
|
(473)
|
-
|
-
|
(473)
|
Share of tax incurred by joint
ventures and associates
|
(191)
|
-
|
-
|
(191)
|
Non-recurring items
|
(2,087)
|
-
|
(225)
|
(2,312)
|
Profit before taxation
|
(2,211)
|
1,320
|
4,988
|
4,097
|
Income tax expense
|
706
|
(422)
|
(1,593)
|
(1,308)
|
Profit for the year
|
(1,505)
|
899
|
3,395
|
2,789
|
|
|
|
|
|
Other information
|
|
|
|
|
Depreciation and
amortisation
|
(1,728)
|
(1,169)
|
(2,110)
|
(5,007)
|
Property, plant and equipment
additions
|
4,582
|
457
|
2,878
|
7,917
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
Segment assets
|
90,272
|
43,692
|
86,648
|
220,612
|
Segment liabilities
|
(43,578)
|
(14,898)
|
(27,287)
|
(85,763)
|
Net assets
|
46,694
|
28,794
|
59,361
|
134,849
|
|
|
|
|
|
|
|
|
|
|
Included in segment assets above are
the following investments in joint ventures and
associates
|
4,169
|
-
|
-
|
4,169
|
|
Feed &
Grain
|
Fertiliser &
Seed
|
Depots
|
Total
|
Year ended 31 October 2023:
|
£000
|
£000
|
£000
|
£000
|
Revenue
|
437,748
|
156,442
|
141,687
|
735,877
|
Gross Profit
|
36,615
|
10,985
|
32,269
|
79,869
|
|
|
|
|
|
Result
|
|
|
|
|
Adjusted Operating Profit
|
5,054
|
954
|
4,153
|
10,161
|
Amortisation of acquired intangible
assets and share-based payment expense
|
(182)
|
(57)
|
(229)
|
(468)
|
Unrealised derivative
losses
|
(822)
|
-
|
-
|
(822)
|
Non-recurring items
|
(82)
|
-
|
-
|
(82)
|
Operating Profit
|
3,969
|
897
|
3,924
|
8,789
|
|
|
|
|
|
Adjusted Profit before taxation
|
5,683
|
786
|
3,799
|
10,267
|
Amortisation of acquired intangible
assets and share-based payment expense
|
(182)
|
(57)
|
(229)
|
(468)
|
Unrealised derivative
losses
|
(822)
|
-
|
-
|
(822)
|
Share of tax incurred by joint
ventures and associates
|
(192)
|
-
|
-
|
(192)
|
Non-recurring items
|
(82)
|
-
|
-
|
(82)
|
Profit before taxation
|
4,405
|
729
|
3,570
|
8,703
|
Income tax expense
|
(900)
|
(148)
|
(728)
|
(1,776)
|
Profit for the year
|
3,505
|
581
|
2,843
|
6,927
|
|
|
|
|
|
Other information
|
|
|
|
|
Depreciation and
amortisation
|
(1,811)
|
(1,221)
|
(1,856)
|
(4,888)
|
Property, plant and equipment
additions
|
6,862
|
3,219
|
5,455
|
15,536
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
Segment assets
|
109,796
|
46,905
|
77,462
|
234,163
|
Segment liabilities
|
(53,858)
|
(20,192)
|
(24,883)
|
(98,933)
|
Net assets
|
55,938
|
26,713
|
52,579
|
135,230
|
|
|
|
|
|
|
|
|
|
|
Included in segment assets above are
the following investments in joint ventures and
associates
|
4,183
|
-
|
136
|
4,319
|
3.
AMORTISATION OF ACQUIRED INTANGIBLE ASSETS, SHARE-BASED
PAYMENTS AND NON-RECURRING ITEMS
|
2024
|
2023
|
|
£000
|
£000
|
Amortisation of acquired intangibles and share based
payment
|
|
|
Amortisation of acquired
intangibles
|
234
|
210
|
Share based payments
|
309
|
258
|
|
543
|
468
|
Non-recurring items
|
|
|
Business combination
expenses
|
-
|
28
|
Business reorganisation
expenses
|
1,268
|
54
|
Environmental expenses
|
202
|
-
|
Loss on disposal o joint
venture
|
23
|
-
|
Impairment of Asset held for
Sale
|
819
|
-
|
|
2,312
|
82
|
In the year ended 31 October 2024,
the Group incurred non-recurring items totalling £2,312,000 (2023:
£82,000). These costs are considered material,
non-recurring, and outside the normal course of the Group's
operations. They have been classified separately to provide
stakeholders with a clear understanding of the Group's underlying
financial performance.
Business reorganisation expenses
These costs primarily relate to
Board and leadership changes and the restructuring of manufacturing
operations.
Environmental expenses
These costs were incurred for the
remediation of land and safe disposal of contaminated
soil.
While the Group has submitted a
claim to its insurers, no income or receivable has been recognised
in the year as the likelihood of reimbursement is not virtually
certain. Should the insurance claim be successful, any recoveries
will be recognised as non-recurring income in future
periods.
Impairment of assets
Impairment of Fixed Assets
(£819,000):
The Group recognised a write-down on
the Calne feed mill, reflecting the shortfall between its carrying
value and the agreed sale price. The asset has been classified as
"held for sale" in the balance sheet.
Loss on Disposal of Joint
Venture (£23,000):
The Group disposed of its investment
in Total Angling Ltd during the year, resulting in a loss on
disposal.
4.
FINANCE COSTS
|
2024
|
2023
|
|
£000
|
£000
|
Interest expense:
|
|
|
Interest payable on
borrowings
|
(568)
|
(822)
|
Interest payable on finance
leases
|
(1,004)
|
(464)
|
Interest and similar charges payable
|
(1,572)
|
(1,286)
|
|
|
|
Interest income from banks
deposits
|
479
|
317
|
Interest income from
customers
|
19
|
211
|
Interest receivable
|
497
|
528
|
|
|
|
Net Finance Costs
|
(1,075)
|
(758)
|
5.
TAXATION
|
2024
|
2023
|
|
£000
|
£000
|
Current tax
|
|
|
Operating activities
|
430
|
1,474
|
Adjustments in respect of prior
years
|
73
|
(93)
|
|
503
|
1,381
|
Deferred tax
|
|
|
Accelerated capital
allowances
|
805
|
438
|
Other temporary and deductible
differences
|
-
|
(43)
|
|
805
|
395
|
|
|
|
Tax on profit on ordinary
activities
|
1,308
|
1,776
|
6.
DIVIDENDS
|
2024
|
2023
|
|
£000
|
£000
|
Final dividend paid for prior
year
|
2,701
|
2,608
|
Interim dividend paid for current
year
|
1,293
|
1,260
|
|
3,995
|
3,868
|
Subsequent to the year end it has
been recommended that a final dividend of 11.90p per ordinary share
(2023: 11.75p) be paid on 30 April 2024. Together with the interim
dividend already paid on 31 October 2024 of 5.60p net per ordinary
share (2023: 5.50p) this will result in a total dividend for the
financial year of 17.50p net per ordinary share (2023:
17.25p).
7.
EARNINGS PER SHARE
|
Basic earnings per
share
|
Diluted earnings per
share
|
|
2024
|
2023
|
2024
|
2023
|
Earnings attributable to
shareholders (£000)
|
2,789
|
6,927
|
2,789
|
6,927
|
Weighted average number of shares in
issue during the year (number '000)
|
23,029
|
22,525
|
23,736
|
28,853
|
Earnings per ordinary 25p share
(pence)
|
12.12
|
30.74
|
11.75
|
30.30
|
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.
8.
SHARE CAPITAL
|
2024
|
2023
|
|
No. of
shares
000
|
Nominal
Value
£000
|
No. of
shares
000
|
Nominal
Value
£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
|
23,127
|
5,782
|
22,955
|
5,739
|
During the financial year, a total
of 140,780 (2023: 111,181) new ordinary shares were issued to
existing shareholders exercising their right to receive dividends
in the form of new shares. The total equivalent cash amount was
£487,000 (2023: £474,000). A further 31,487 shares were issued for
a total cash consideration of £96,000 (2023: £997,000) to employees
exercising rights over approved share options (2023: 503,534).
Under the Terms and Conditions of the Wynnstay Group Plc
Scrip Dividend Scheme 2015, 'The Scrip Dividend Mandate will only
apply in respect of future Dividend if the Directors decide to
offer a Scrip Dividend Alternative in respect of that Dividend.
If the Directors decide not to offer a Scrip Dividend in
respect of any particular Dividend, a full cash Dividend will be
paid in the usual way.' The Directors confirm that no Scrip
Dividend alternative is offered for the year ended 31 October 2023
and the Wynnstay Group Plc Scrip Dividend Scheme 2015 should now be
considered suspended in order to avoid dilution of existing
shareholders' ownership percentage.
9.
CASH AND CASH EQUIVALENTS, BORROWINGS AND LEASE
LIABILITIES
|
2024
|
2023
|
|
£000
|
£000
|
Current
|
|
|
Cash and cash equivalents
|
38,289
|
31,055
|
|
|
|
Bank loans and overdrafts due within
one year or on demand:
|
|
|
Secured loans
|
(1,897)
|
(1,897)
|
Loan stock (unsecured)
|
(722)
|
(698)
|
Financial liabilities -
borrowings
|
(2,619)
|
(2,595)
|
|
|
|
Net obligations under finance
leases:
|
|
|
Non-property leases
|
(2,450)
|
(2,658)
|
Property leases
|
(1,949)
|
(1,104)
|
|
(4,399)
|
(3,762)
|
|
|
|
Total current net cash and lease
liabilities
|
31,271
|
24,698
|
|
|
|
Non-current
|
|
|
Bank loans: Secured
|
(2,846)
|
(4,743)
|
Financial liabilities -
borrowings
|
(2,846)
|
(4,743)
|
|
|
|
Net obligations under
leases:
|
|
|
Non-property leases
|
(3,179)
|
(2,049)
|
Property leases
|
(8,080)
|
(7,164)
|
|
(11,259)
|
(9,213)
|
|
|
|
Total non-current net debt and lease
liabilities
|
(14,105)
|
(13,956)
|
|
|
|
Total net cash and lease
liabilities
|
17,166
|
10,742
|
Cash and cash equivalents
Cash and cash equivalents are all
non-restricted balances and are all cash at bank and held with HSBC
UK Bank Plc, except for £2,771,000 (2023: £1,500,000) which is held
at International FC Stones for wheat futures hedging purposes. HSBC
UK Bank Plc's credit rating per Moody's for long-term deposits is
Aa3 (2023: Aa3). £690,000 of the cash and cash equivalent balances
are denominated in foreign currencies, EUR (53%) and USD (47%)
(2023: £1,820,000, in EUR (98%) and USD (2%)). All other amounts
are denominated in GBP and are at booked fair value.
Borrowings
Bank loans and overdrafts are
secured by an unlimited composite guarantee of all the trading
entities within the Group. The outstanding bank loan of £4,743,000
(2023: £6,640,000) is structured as a term facility with quarterly
repayments of £474,250. Interest on this loan is 1.75% over the
daily SONIA rate up to the point of repayment.
Loan stock is redeemable at par at
the option of the Company or the holder. Interest of 5.0% (2023:
3.7%) per annum is payable to the holders.
10. CASH GENERATED FROM
OPERATIONS
|
2024
|
2023
|
|
£000
|
£000
|
Profits for the year from operations
|
2,789
|
6,927
|
Adjustments for:
|
|
|
Tax
|
1,308
|
1,776
|
Depreciation of tangible fixed
assets
|
2,276
|
2,312
|
Amortisation of right-of-use
assets
|
3,825
|
4,189
|
Amortisation of other intangible
fixed assets
|
234
|
210
|
(Profit) on disposal of property,
plant and equipment
|
(236)
|
(121)
|
Loss on disposal of right-of-use
asset
|
-
|
2
|
ESOP trust revaluation
|
-
|
(31)
|
Loss on disposal on joint
venture
|
23
|
-
|
Impairment of fixed asset
|
819
|
-
|
Interest on lease
liabilities
|
1,004
|
464
|
Net Interest expense
|
71
|
294
|
Share of post-tax results of joint
ventures
|
(574)
|
(673)
|
Share-based payments
|
309
|
258
|
Derivative held at fair
value
|
347
|
809
|
Hedge ineffectiveness
|
77
|
(50)
|
Government grant
|
(2)
|
(2)
|
Net movement in
provisions
|
1,199
|
(345)
|
Changes in working capital (excluding effects of acquisitions
and disposals of subsidiaries):
|
|
|
Decrease in inventories
|
12,128
|
16,592
|
Decrease in trade and other
receivables
|
10,363
|
16,360
|
(Decrease) in payables
|
(15,199)
|
(28,700)
|
|
|
|
Cash generated from
operations
|
20,761
|
20,271
|
11. RESTATEMENT OF PRIOR
YEAR
Change in accounting policy
The Group changed its accounting
policy for share-based payments such that the value of shares that
have exercised, lapsed or forfeit is now credited to Retained
earnings as opposed to remaining within the Share-based payment
reserve. The change in accounting policy had no impact upon the
Group Income Statement, Group Statement of Comprehensive Income,
Group Statement of Cash Flows, net assets of the Group, or the
Group distributable reserves. The change in accounting policy
enables the readers of the financial statements to identify the
cumulative value of share-based payments that are still to be
exercised, lapse or forfeit. The impact of the change in accounting
policy is detailed in the Group Statement of Changes in Equity.
There is no change to basic and diluted earnings per share arising
from the change in accounting policy
The impact on the condensed
consolidated balance sheets at 31 October 2023 and 31 October 2022
is as follows:
|
2023 (as
reported)
|
Change in
accounting policy
|
Correction
of error
|
2023 (as
restated)
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Share based payment
reserve
|
-
|
1,287
|
-
|
1,287
|
Cash flow hedge reserve
|
-
|
103
|
-
|
103
|
Other reserves
|
4,080
|
(2,564)
|
-
|
1,516
|
Retained earnings
|
81,930
|
1,174
|
-
|
83,104
|
Total equity
|
135,230
|
-
|
-
|
135,230
|
|
2022 (as
reported)
|
Change in
accounting policy
|
Correction
of error
|
2022 (as
restated)
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Share based payment
reserve
|
-
|
1,261
|
-
|
1,261
|
Cash flow hedge reserve
|
-
|
137
|
-
|
137
|
Other reserves
|
4,267
|
(2,526)
|
-
|
1,741
|
Retained earnings
|
78,719
|
1,128
|
-
|
79,847
|
Total equity
|
130,701
|
-
|
-
|
130,701
|
12.
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.
S J Ellwood
S D Esom
G W Davies
A Brand
R J Thomas
H J Richards
C A Bradshaw
13.
CONTENT OF THIS REPORT
The information in this announcement
has been extracted from the audited statutory financial statements
for the year ended 31 October 2024 and as such, does not constitute
statutory financial statements within the meaning of section 435 of
the Companies Act 2006 as it does not contain all the information
required to be disclosed in the financial statements prepared in
accordance with UK-adopted International Accounting
Standards.
Statutory accounts for 2023 have
been delivered to the Registrar of Companies. The auditor,
Crowe U.K. LLP, has reported on the 2023 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 2024 will
be delivered to the Registrar of Companies following the Annual
General Meeting. The auditor, Crowe U.K. LLP, has reported on these
accounts; their report is unqualified, does not include a reference
to any matters to which the auditor drew attention by way of
emphasis without qualifying their report, and; does not include a
statement under either section 498(2) or (3) of the Companies Act
2006.
The Annual Report and full Financial
Statements will be available to shareholders during February 2025.
Further copies will be available to the public, free of charge,
from the Company's Registered Office at Eagle House,
Llansantffraid, Powys, SY22 6AQ or on the Company's website at
www.wynnstay.co.uk.
14.
ANNUAL GENERAL MEETING
The Annual General Meeting of the
Company will be held on Thursday, 27 March 2025 at 11.45am in the
Holiday Inn Telford - Ironbridge, an IHG Hotel (Telford
International Centre, St. Quentin Gate, Telford, England, TF3 4EH).
Further details will be published on the Company's website
www.wynnstayplc.co.uk.