TIDMSNCL

RNS Number : 5854R

Sinclair (William) Holdings PLC

30 June 2015

WILLIAM SINCLAIR HOLDINGS PLC

("William Sinclair", the "Company" or the "Group")

Unaudited Interim Results for the six months ended 31 March 2015

William Sinclair Holdings PLC is one of the UK's leading producers of horticulture products. William Sinclair's customers include The Garden Centre Group, B&Q, Tesco, Wilkinson, and Morrisons, as well as a large number of independent garden centres and garden centre groups.

Financial Highlights

   --    Revenue GBP18.7 million (2014: GBP21.8 million) 
   --    Loss before exceptional items and tax GBP3.5 million (2014: loss of GBP1.8 million) 

-- Exceptional costs of GBP2.3 million (2014: GBP1.3 million) arising from production issues at Ellesmere Port

   --    Exceptional impairment charge on properties of GBP2.2 million 

Operational Highlights

-- Strategically located Ellesmere Port Site, with the world's first twin track growing media blending system is now operational, with the majority of the issues now addressed.

   --    Investment in the J Arthur Bowers range has improved sell through 
   --    Transformed product quality for retail - it is now back to its best 
   --    Reinforced management team 
   --    Surplus properties at Knottingley and Oswaldtwistle sold. 

Stuart Burgin, Chief Executive, William Sinclair Holdings PLC, said:

"Since I joined William Sinclair as CEO on 5th March there has been a huge level of activity in the business. This has been focused in 2 key areas: improving the performance of the Ellesmere Port site, and analysing the business and developing plans for the future. I am pleased to say that commissioning of Ellesmere Port has moved forward considerably and that we have developed strong plans for the future revolving around a single point of dispatch from Ellesmere Port and increased focus on customer and product profitability. Provided we are successful in raising the funds required to implement these plans, I am confident that William Sinclair can be successful again."

For further information:

   William Sinclair Holdings PLC                      Tel: 01522 780 222 

Stuart Burgin, Chief Executive

Sheryl Tye, Interim Chief Finance Officer

   WH Ireland                                                           Tel: 0113 394 6600 

Paul Shackleton

Liam Gribben

CHAIRMAN'S STATEMENT

For the 6 months ended 31 March 2015 (unaudited)

Trading Review

It has been a difficult period as the Company has continued to go through massive changes associated with the installation and commissioning of the plant at Ellesmere Port. The commissioning was considerably more challenging than expected and this led to a loss of business predominantly on the professional side as we were unable to service our customers at times. Sales were also lost on the retail side in part because of customer uncertainty about security of supply and service levels in Ellesmere Port's first season. Margins have also been weak as the company has had to defend its business in some areas.

Although there were issues with product quality initially at Ellesmere Port there is now a consensus among retail customers in particular that the product quality is better than ever. Service levels from Ellesmere Port were also poor initially but these improved substantially through March and April and are now operating at the required level.

Freeland is performing in line with the prior year with Silvaperl a little behind.

With the significant capital and operating costs of Ellesmere Port during its commissioning phase, the performance has led to a significant funding requirement for the business.

Stuart Burgin and Sheryl Tye have been appointed as CEO and interim CFO respectively to lead the turnaround. They are both experienced operators with strong track records managing companies going through significant change.

In order to address the issues a Transformation Plan has been developed to ensure that William Sinclair does return over time to previous levels of financial performance. This Transformation Plan is now being implemented. The major components of the plan are the closure of the Lincoln site to drive the cost efficiencies and customer service benefits available from having all growing media operations on a single site; improved commercial focus particularly with respect to customer and product profitability; improved procurement; and an improvement in the Superfyba model to reduce the net cost of Superfyba to a level closer to the cost of peat.

The phased closure of Lincoln has been announced and is being implemented. Initially the growing media operations will move to Ellesmere Port with the Fertiliser and Chemicals business remaining in Lincoln for the coming season.

Outlook

The consideration of strategic options that the company referred to on 26 May 2015 is ongoing. This comprehensive process is now past its first phase and a number of indications of interest have been received. The board is continuing discussions with the counter-parties. The Company is also arranging meetings with major stakeholders and other potential investors to establish the market appetite for a significant share placing. Significant progress towards a funding solution is needed in the next few weeks and there can be no certainty as to the outcome of any of these discussions.

William Sinclair has been through more than three years of challenge. It started with the Bolton Fell agreement with Natural England and the requirement to plan for a new factory. There was then a very poor peat harvest which caused significant quality and customer issues. It continued with the relocation of the Superfyba and Silvaperl operations into Ellesmere Port, alongside the ongoing development of Superfyba. In the last 9 months we have installed and commissioned the growing media plant at Ellesmere Port. The final challenge is the relocation of Lincoln into Ellesmere Port but we are confident that, as Ellesmere Port is now an operating site, this will prove considerably easier than establishing the site.

With these challenges dealt with, William Sinclair can once again be focused on delivering market beating quality and service to its customers and on efficient operations. Provided we can raise the required funding William Sinclair can continue to be a significant player in the horticulture market.

Rupert King

Chairman

 
Group Income Statement                                Six months  Six months      Year 
 for the six months ended 31 March 2015                    ended       ended     ended 
 (unaudited)                                            31 March    31 March   30 Sept 
                                                            2015        2014      2014 
                                               Notes     GBP'000     GBP'000   GBP'000 
 
Revenue                                                   18,712      21,775    46,206 
Operating expenses                                      (22,206)    (23,587)  (49,031) 
 
Group operating loss before exceptional 
 items                                                   (3,494)     (1,812)   (2,825) 
 Exceptional expenses                            4       (4,499)     (1,259)   (3,774) 
 Exceptional gains                               4             -           -     9,447 
                                                      ----------  ----------  -------- 
 
Group operating (loss)/profit after 
 exceptional items                                       (7,993)     (3,071)     2,848 
Finance income                                                 2           3         5 
Finance costs                                              (649)       (382)     (416) 
Other finance costs - pensions                             (266)       (240)     (485) 
 
(Loss)/profit before taxation                            (8,906)     (3,690)     1,952 
Tax credit                                       1           299         621     2,265 
 
(Loss)/profit for the period                             (8,607)     (3,069)     4,217 
                                                      ==========  ==========  ======== 
 
(Loss)/profit for the period is attributable 
 to: 
Equity holders of the parent company                     (8,604)     (3,069)     4,135 
Minority interests                                           (3)           -        82 
                                                      ----------  ----------  -------- 
 
                                                         (8,607)     (3,069)     4,217 
                                                      ==========  ==========  ======== 
All results relate to continuing operations. 
 
Earnings per share (pence) 
Basic EPS on (loss)/profit for the 
 period                                          3       (49.5)p     (17.9)p     24.0p 
 
Dividend per share                               2          0.0p        0.0p      1.5p 
 
 
Group Statement of Comprehensive Income          Six months  Six months      Year 
 for the six months ended 31 March 2014               ended       ended     ended 
 (unaudited)                                       31 March    31 March   30 Sept 
                                                       2015        2014      2014 
                                                    GBP'000     GBP'000   GBP'000 
 
(Loss)/profit for the period                        (8,607)     (3,069)     4,217 
                                                 ----------  ----------  -------- 
 
Other comprehensive income 
Amounts which will not be reclassified 
 subsequently to the income statement 
Actuarial loss on defined benefit pension 
 scheme                                             (4,453)       (675)   (2,371) 
Tax on items taken directly to or transferred 
 from equity                                            891         135       510 
                                                 ----------  ----------  -------- 
 
Other comprehensive income, net of 
 tax                                                (3,562)       (540)   (1,861) 
                                                 ----------  ----------  -------- 
 
Total comprehensive income for the 
 period                                            (12,169)     (3,609)     2,356 
                                                 ==========  ==========  ======== 
 
Attributable to: 
Equity holders of the parent company               (12,166)     (3,609)     2,274 
Minority interests                                      (3)           -        82 
 
                                                   (12,169)     (3,609)     2,356 
                                                 ==========  ==========  ======== 
 
 
Group              Equity     Share     Capital 
Statement of        share   premium  redemption   Revaluat'n       Other   Retained                Minority      Total 
Changes in        capital   account     reserve      reserve    reserves   earnings      Total    interests     equity 
Group 
Shareholders' 
Equity 
(Unaudited) 
                  GBP'000   GBP'000     GBP'000      GBP'000     GBP'000    GBP'000    GBP'000      GBP'000    GBP'000 
 
At 1 October 
 2014               4,344       150       1,523        4,050         176      6,074     16,317          357     16,674 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
Loss for the 
 six 
 months to 31 
 March 
 2015                   -         -           -            -           -    (8,604)    (8,604)          (3)    (8,607) 
Depreciation 
 transfer               -         -           -        (960)           -        960          -            -          - 
Actuarial 
 losses 
 on defined 
 benefit 
 pension 
 scheme                 -         -           -            -           -    (4,453)    (4,453)            -    (4,453) 
Tax on items 
 taken 
 directly to 
 or 
 transferred 
 from equity            -         -           -            -           -        891        891            -        891 
Total 
 comprehensive 
 income                 -         -           -        (960)           -   (11,206)   (12,166)          (3)   (12,169) 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
 
Equity shares           -         -           -            -           -          -          -            -          - 
issued 
Share based 
 payments               -         -           -            -           -         34         34            -         34 
Equity                  -         -           -            -           -          -          -            -          - 
dividends 
paid 
Transactions 
 with 
 owners                 -         -           -            -           -         34         34            -         34 
 
At 31 March 
 2015               4,344       150       1,523        3,090         176    (5,098)      4,185          354      4,539 
                =========  ========  ==========  ===========  ==========  =========  =========  ===========  ========= 
 
At 1 October 
 2013               4,265       150       1,523        9,035         176      (955)     14,194          275     14,469 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
Loss for the 
 six 
 months to 31 
 March 
 2014                   -         -           -            -           -    (3,069)    (3,069)            -    (3,069) 
Depreciation 
 transfer               -         -           -         (48)           -         48          -            -          - 
Actuarial 
 losses 
 on defined 
 benefit 
 pension 
 scheme                 -         -           -            -           -      (675)      (675)            -      (675) 
Tax on items 
 taken 
 directly to 
 or 
 transferred 
 from equity            -         -           -            -           -        135        135            -        135 
Total 
 comprehensive 
 income                 -         -           -         (48)           -    (3,561)    (3,609)            -    (3,609) 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
 
Equity shares 
 issued                54         -           -            -           -       (54)          -            -          - 
Share based 
 payments               -         -           -            -           -         54         54            -         54 
Equity                  -         -           -            -           -          -          -            -          - 
dividends 
paid 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
Transactions 
 with 
 owners                54         -           -            -           -          -         54            -         54 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
 
At 31 March 
 2014               4,319       150       1,523        8,987         176    (4,516)     10,639          275     10,914 
                =========  ========  ==========  ===========  ==========  =========  =========  ===========  ========= 
 
At 1 October 
 2013               4,265       150       1,523        9,035         176      (955)     14,194          275     14,469 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
Profit / 
 (loss) for 
 the year               -         -           -            -           -      4,135      4,135           82      4,217 
 
Other 
comprehensive 
income: 
Actuarial 
 gains on 
 defined 
 benefit 
 pension 
 plans                  -         -           -            -           -    (2,371)    (2,371)            -    (2,371) 
Tax on items 
 taken 
 directly to 
 or 
 transferred 
 from equity            -         -           -            -           -        510        510            -        510 
Depreciation 
 transfer               -         -           -         (45)           -         45          -            -          - 
Release to 
 retained 
 earnings               -         -           -      (4,940)           -      4,940          -            -          - 
Total other 
 comprehensive 
 income                 -         -           -      (4,985)           -      3,124    (1,861)            -    (1,861) 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
Total 
 comprehensive 
 income                 -         -           -      (4,985)           -      7,259      2,274           82      2,356 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
 
Transactions 
with 
owners: 
Equity shares 
 issued                79         -           -            -           -       (79)          -            -          - 
Share based 
 payments               -         -           -            -           -        108        108            -        108 
Equity 
 dividends 
 paid                   -         -           -            -           -      (259)      (259)            -      (259) 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
Transactions 
 with 
 owners                79         -           -            -           -      (230)      (151)            -      (151) 
                ---------  --------  ----------  -----------  ----------  ---------  ---------  -----------  --------- 
 
At 30 
 September 
 2014               4,344       150       1,523        4,050         176      6,074     16,317          357     16,674 
                =========  ========  ==========  ===========  ==========  =========  =========  ===========  ========= 
 
 
 Group Statement of Financial Position         As at       As at      As at 
  as at 31 March 2015 (unaudited)           31 March    31 March    30 Sept 
                                                2015        2014       2014 
                                             GBP'000     GBP'000    GBP'000 
Non-current assets 
Property, plant and equipment                 27,049      23,237     28,156 
Intangible assets                              1,663       1,734      1,713 
Deferred tax assets                            4,127         351      2,937 
                                              33,839      25,322     32,806 
                                          ----------  ----------  --------- 
Current assets 
Inventories                                   12,174      13,620      9,609 
Trade and other receivables                   17,463      23,892      8,694 
Corporation tax recoverable                        -         492          - 
Cash and cash equivalents                      1,239         867      1,361 
                                                      ---------- 
                                              30,876      38,871     19,664 
                                                      ----------  --------- 
 
Assets held for sale                             830       7,514      1,845 
                                          ----------  ----------  --------- 
 
Total assets                                  64,545      71,707     54,315 
                                          ==========  ==========  ========= 
 
Current liabilities 
Trade and other payables                      15,350      14,209      9,173 
Financial liabilities - borrowings            14,659      15,458      4,774 
Corporation tax payable                           75           -         75 
                                          ----------  ----------  --------- 
                                              30,084      29,667     14,022 
Receipt from Natural England                       -       9,000          - 
                                          ----------  ----------  --------- 
                                              30,084      38,667     14,022 
                                          ----------  ----------  --------- 
 
Non-current liabilities 
Financial liabilities - borrowings            10,274      10,189      8,718 
Provisions                                     1,110         149      1,110 
Defined benefit pension plan deficit          18,538      11,788     13,791 
                                              29,922      22,126     23,619 
 
Total liabilities                             60,006      60,793     37,641 
                                          ==========  ==========  ========= 
 
 Net assets                                    4,539      10,914     16,674 
                                          ==========  ==========  ========= 
 
 
Capital and reserves 
Equity share capital                           4,344       4,319      4,344 
Share premium account                            150         150        150 
Capital redemption reserve                     1,523       1,523      1,523 
Revaluation reserve                            3,090       8,987      4,050 
Other reserves                                   176         176        176 
Retained earnings                            (5,098)     (4,516)      6,074 
                                          ----------  ----------  --------- 
 Group shareholders' equity                    4,185      10,639     16,317 
 
Minority interests                               354         275        357 
                                          ----------  ----------  --------- 
 
Total equity                                   4,539      10,914     16,674 
                                          ==========  ==========  ========= 
 
 
 

Group Cash Flow Statement

for the six months ended 31 March 2015 (unaudited)

 
                                                Six months  Six months      Year 
                                                     ended       ended     ended 
                                                  31 March    31 March   30 Sept 
                                                      2015        2014      2014 
                                                   GBP'000     GBP'000   GBP'000 
 
Net cash flow from operating activities            (9,692)    (12,219)     4,212 
 
Net cash flow from investing activities            (1,222)     (2,895)   (5,578) 
 
Net cash flow from financing activities              2,440       5,428     2,542 
                                                ----------  ----------  -------- 
 
 Decrease in cash in the period                    (8,474)     (9,686)     1,176 
 
Opening cash and cash equivalents                  (3,413)     (4,589)   (4,589) 
 
Closing cash and cash equivalents                 (11,887)    (14,275)   (3,413) 
                                                ==========  ==========  ======== 
 
 
Notes to the consolidated Cash Flow Statement   Six months  Six months      Year 
                                                     ended       ended     ended 
                                                  31 March    31 March   30 Sept 
                                                      2015        2014      2014 
                                                   GBP'000     GBP'000   GBP'000 
 
Cash flow from operating activities 
Group operating (loss) / profit                    (7,993)     (3,071)     2,848 
Amortisation of intangible assets                       50          50       169 
Depreciation of property, plant and equipment        1,190         895     1,808 
Profit on disposal of property, plant and 
 equipment                                             (9)           -        12 
Impairment of assets                                 2,165           -     3,071 
Share based payments                                    34          54       108 
Difference between pension contributions 
 paid and amounts recognised in the income 
 statement                                              28        (21)        95 
Increase in inventories                            (2,565)     (2,040)     1,971 
Increase in trade and other receivables            (8,769)    (12,939)     2,259 
Increase in trade and other payables                 6,177       4,849      (87) 
Increase in provisions                                   -           4       958 
Release of Natural England balance                       -           -   (9,000) 
                                                ----------  ----------  -------- 
 
Cash generated from operations                     (9,692)    (12,219)     4,212 
Income taxes received / (paid)                           -           -         - 
                                                ----------  ----------  -------- 
 
                                                   (9,692)    (12,219)     4,212 
                                                ==========  ==========  ======== 
 
 
 
 
Cash flow from investing activities 
Interest received                                        2           3         5 
Sale of property, plant and equipment                  292          95     2,899 
Purchase of property, plant and equipment          (1,516)     (2,993)   (8,384) 
Payments to acquire intangible fixed assets                          -      (98) 
 
                                                   (1,222)     (2,895)   (5,578) 
                                                ==========  ==========  ======== 
 
 
 
 
 
 
                                         Six months  Six months      Year 
                                              ended       ended     ended 
                                           31 March    31 March   30 Sept 
                                               2015        2014      2014 
                                            GBP'000     GBP'000   GBP'000 
 
Cash flow from financing activities 
Interest paid                                 (148)       (131)     (363) 
Dividends paid to owners of the parent            -           -     (259) 
New borrowings                                3,000      10,565     8,164 
Repayment of borrowings                       (412)     (5,060)   (5,000) 
Issue of new shares                               -          54         - 
 
                                              2,440       5,428     2,542 
                                         ==========  ==========  ======== 
 

Reconciliation of net cash flow to movement in net debt

 
                                           Six months  Six months      Year 
                                                ended       ended     ended 
                                             31 March    31 March   30 Sept 
                                                 2015        2014      2014 
                                              GBP'000     GBP'000   GBP'000 
 
 
Decrease in cash and short term deposits      (8,474)     (9,686)     1,176 
Cash flow from change in borrowings           (2,588)       2,660     5,000 
Movement in loan notes                          (501)     (8,165)   (8,718) 
 
 
Movement in net debt in the period           (11,563)    (15,191)   (2,542) 
 
Net debt at 1 October                        (12,131)     (9,589)   (9,589) 
 
 
Net debt at period end                       (23,694)    (24,780)  (12,131) 
                                           ==========  ==========  ======== 
 

Notes to the financial information

   1.     Taxation 

The tax credit in the Group Income Statement arises on movements in the pensions costs in the period and on movements in the revaluation reserve following the impairment of certain fixed asset properties. No deferred tax asset has been created in respect of the losses for the period other than these items. The deferred tax asset based on losses at 30 September 2014 has been retained in the balance sheet.

   2.     Dividend 

No final dividend was paid during the period (2014: 1.5p). No interim dividend will be paid this year (2014: nil).

   3.     Earnings per share 

Basic earnings per share have been calculated by reference to a weighted average of 17,377,420 (2014: 17,112,890) shares in issue during the period.

   4.     Exceptional Items 

During the period to 31 March 2015 the Group incurred exceptional restructuring costs of GBP537,000 including certain redundancy costs as well as consultant fees. In addition, there were dual running costs of GBP284,000 and excess operational costs during the installation of the new equipment at Ellesmere Port which amounted to GBP430,000. The total of these costs is GBP1,251,000 and this total is included as an exceptional item.

The Group completed an impairment review of its property assets and made a provision of GBP2,165,000 against their carrying value. The provision has been charged as an exceptional item in the income statement.

The development of SuperFyba has continued to incur unexpected costs. A total amounting to GBP600,000 has been estimated as the exceptional element of these costs and is disclosed as such in the income statement.

Finally, the production difficulties at Ellesmere Port resulted in significant interruption to the supply of products to professional customers. This supply could not be mitigated by production at the Lincoln factory in the same way as for retail customers and as a consequence an exceptional loss of contribution from the professional customer base was incurred. This loss is estimated at GBP483,000 and an expense if included in the income statement at this figure within exceptional items.

The total of all exceptional items in the period to 31 March 2015 is GBP4,499,000.

During the six month period to 31 March 2014 the Group undertook a refinancing exercise at a cost of GBP987,000 and dual running costs were estimated at GBP272,000. The total exceptional items disclosed was therefore GBP1,259,000.

For the year ended 30 September 2014 exceptional items included the settlement of the Natural England claim in June 2014 at GBP12.25 million. The net credit to the Group Income Statement was GBP9,447,000. The tax impact of this gain is a credit of GBP727,000.

In addition to the costs incurred by 31 March 2014 the Group incurred further costs in respect of refinancing of GBP402,000 making GBP1,389,000 for the full year and further dual running costs of GBP1,072,000 making GBP1,344,000 for the full year.

Furthermore the development of the SuperFyba operation at Ellesmere Port resulted in exceptional costs of GBP850,000 in the second half year and a restructuring of the sales function cost GBP191,000 in the same period.

The total of all exceptional expenses in the year to 30 September 2014 was GBP3,774,000 and exceptional gains was GBP9,447,000.

   5.     Basis of preparation 

The financial information set out in the interim report has been prepared in accordance with accounting policies under International Financial Reporting Standards as adopted by the European Union ('IFRS') as detailed in the financial statements for the year ended 30 September 2014. These policies are expected to be followed in the financial statements for the year ending 30 September 2015.

The interim report has been approved by the Board of Directors and is neither audited nor reviewed. The interim financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The financial information for the year ended 30 September 2014 is extracted from the audited accounts for that period. Those accounts have been delivered to the Registrar of Companies. The auditors' report on them was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.

The Group does not consider that any standards or interpretations issued by the International Accounting Standards Board (IASB), but not yet applicable, will have a significant impact on the financial statements for the year ending 30 September 2015.

A copy of this interim report will be posted to shareholders shortly and will be available to view on the Company's website at www.william-sinclair.co.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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