RNS Number:8714Z
Sinclair (William) Holdings PLC
16 March 2006


16 March 2006

7.00 a.m.


                         WILLIAM SINCLAIR HOLDINGS plc

                 INTERIM RESULTS FOR THE SIX MONTH PERIOD ENDED

                                31 DECEMBER 2005


This is our first set of results prepared using International Financial
Reporting Standards ("IFRS"). The figures for the previous half year and for the
year to 30 June 2005 have been re-stated for comparison purposes. A statement
explaining the impact of IFRS and reconciling the Group's figures to those
previously published under UK GAAP was published on 6 March 2006 and is
available on our web site, (www.william-sinclair.co.uk).


The performance for the Group for the six months ended 31 December 2005 was a
little disappointing with the results slightly worse than the corresponding
period in 2004.


Turnover of the Group for the six months ended 31 December 2005 was #11.4
million (2004 #12.9 million). The loss before tax was #1.5 million (2004 #1.4
million). The basic loss per share was 6.2p (2004 5.6p) and the diluted loss per
share was 6.0p (2004 5.6p).


Our net debt position as at 31 December 2005 shows net borrowings of #4.4
million and is a reflection of the seasonality of our business. This was in line
with expectations.


The dividend for the half year is unchanged at 1.0p per share.


Trading Review


Overall, sales turnover decreased by #1.5 million (11.4%) as we exited some
unprofitable domestic and export business. Additionally, retail sales activity
has been disappointing with independent garden centres generally unwilling to
carry high levels of stock following two consecutive poor selling seasons.


Reorganisation at several of our major customers has brought some uncertainty
and some delay in establishing their requirements. This has had a knock-on
effect on our professional grower customers. As a consequence, forward order
levels are low and the trend to just in time service has accelerated.


However, this mildly disappointing sales performance has been balanced by
significant progress in our margin improvement programme, which aims to reduce
the cost of goods and services into our business and, with further improvements
anticipated in the next 18 months, we believe we are well placed to take
advantage of any improvement in sales levels as the season progresses.


We are continuing to focus on improving margins, a task made more difficult by
increasing energy and packaging costs. Additionally, some modest one-off costs
have been incurred to secure future margin improvement. This, together with the
recent investment in the new packaging line at Lincoln, makes us, we believe,
the lowest cost producer of growing media in the UK.


Our joint venture with Freeland continues to perform well and in line with
expectations.


IFRS


As stated above, these results and the comparatives have been prepared using
IFRS.


The net impact of the changes on the Income Statement is minor with the extra
costs of pension contributions being offset by the release of provisions for
holiday pay and foreign currency forward contracts. However, the figure
disclosed for turnover is now net of sales volume and payment discounts of #1.2
million in the six months to 31 December 2005. These would previously have been
included in operating expenses.


The changes to the balance sheet are more significant with the main item being
the inclusion of the deficit in the Group's defined benefit pension scheme. This
deficit, which was #7.2 million as at 30 June 2005, has fallen to #6.2 million
as at 31 December 2005. If the recent improvement in equity values is sustained,
we would expect a further reduction in the deficit when reporting our full year
results.


The other major change to the balance sheet is to deferred tax. We now recognise
a deferred tax liability in respect of the upward revaluation of our properties
but also an asset in respect of deferred tax on the pension deficit.


The estimated cost of conversion to IFRS in the full year is expected to be
approximately #60,000.


The Future


Recruitment of an additional non-executive director is underway and should be
completed in the near future.


As we reported at the end of last year, the new management team has identified a
number of opportunities to improve profitability. Some of these initiatives have
already been implemented and, given a normal trading pattern, will begin to show
benefit in the second half of the year, such that the trading performance in the
year to 30 June 2006 will be in line with market expectations.


Bill Simpson

Chairman



Consolidated Income Statement                   Six mths   Six mths   Year ended
for the six months ended 31 December               ended      ended      
2005 (unaudited)                                  31 Dec     31 Dec      30 June
                                                    2005       2004         2005
                                        Notes      #'000      #'000        #'000

Turnover                                          11,411     12,884      41,453

Operating expenses                               (12,867)   (14,118)    (40,481)
                                               ---------------------------------
Operating (loss)/profit                           (1,456)    (1,234)        972

Share of post tax profit of
joint ventures                                        72         13          75
                                                --------------------------------
(Loss)/profit on ordinary
activities before interest                        (1,384)    (1,221)      1,047

Finance costs                                        (88)      (119)       (388)

Other finance expenses - pensions                    (24)       (58)       (116)
                                                 -------------------------------

(Loss)/profit before taxation                      (1,496)    (1,398)        543

Taxation                                   1           491       463       (124)
                                                  ------------------------------
(Loss)/profit for the period
attributable to members of the parent 
company                                             (1,005)     (935)       419
                                                  ==============================

Basic (loss)/earnings per share            3         (6.2)p    (5.6)p       2.5p
Diluted (loss)/earnings per share                    (6.0)p    (5.6)p       2.5p

Dividends per share                        2          1.00p     1.00p      3.00p



Consolidated Statement of Recognised            Six mths   Six mths   Year ended
Income and Expenses                                ended      ended
                                                  31 Dec     31 Dec      30 June
                                                    2005       2004         2005
                                                   #'000      #'000        #'000

Actuarial gain/(loss) on deferred
pension scheme                                    1,037        (465)       (823)
Revaluation of land and buildings                     -           -       2,376
Tax on items taken directly to equity              (306)         145       (455)
                                              ----------------------------------

Net Income/(expense)recognised
directly in equity                                  731         (320)     1,098
(Loss)/profit for the period                     (1,005)        (935)       419
                                              ----------------------------------

Total recognised income and
expense for the period                             (274)       (1,255)    1,517
                                              ==================================



Consolidated Balance Sheet                   As at        As at           As at
as at 31 December 2005 (unaudited)          31 Dec       31 Dec         30 June
                                              2005         2004            2005
                                             #'000        #'000           #'000
Non-current assets
Property, plant and equipment              11,780        9,770           12,308
Computer software                              90          108              100
Investments                                 1,663        1,551            1,591
Deferred tax asset                              -          739               83
                                          --------------------------------------
                                           13,533       12,168           14,082
                                          ======================================
Current assets
Inventories                                 8,262        8,780            5,550
Trade and other receivables                 5,749        9,329           12,403
Cash at bank and in hand                      125          193               96
                                          --------------------------------------
                                           14,136       18,302           18,049
                                          --------------------------------------
                                          --------------------------------------
Total assets                               27,669       30,470           32,131
                                          ======================================

Current liabilities
Trade and other payables                   (5,618)      (7,892)         (11,225)
Interest bearing liabilities               (3,755)      (6,237)          (1,124)
                                          --------------------------------------
                                           (9,373)      (14,129)        (12,349)
                                          ======================================
Non-current liabilities
Provisions                                   (383)         (282)           (146)
Retirement benefit provisions              (6,212)       (7,009)         (7,249)
Interest bearing liabilities                 (785)         (154)           (878)
                                          --------------------------------------
                                           (7,380)       (7,445)         (8,273)
                                          --------------------------------------
                                          --------------------------------------
Total liabilities                         (16,753)      (21,574)        (20,622)
                                          ---------       ---------    ---------

                                          --------------------------------------
Net Assets                                 10,916         8,896          11,509
                                          ======================================

Equity
Called up equity share capital              4,139         4,139           4,139
Capital redemption reserve                  1,523         1,523           1,523
Revaluation reserve                         2,855         1,191           2,855
Other reserves                                176           176             176
Share based payments                           18             -               6
Profit and loss account                     2,205         1,867           2,810
                                          --------------------------------------
Equity attributable to the members of      10,916         8,896          11,509
parent company
                                          ======================================




Consolidated cash flow statement
for the six months ended 31 December 2005 
(unaudited)                                    Six mths   Six mths   
                                                  ended      ended    Year ended
                                                 31 Dec     31 Dec       30 June
                                                   2005       2004          2005
                                                  #'000      #'000         #'000

Cash flow from operating activities              (2,152)    (6,675)      (1,393)

Cash flow from investing activities                  67       (282)        (884)

Cash flow from financing activities                (517)       336          (78)
                                                --------------------------------
(Decrease) in cash in the period                 (2,602)    (6,621)      (2,355)
                                                ================================

Cash and cash equivalents
at 1 July 2005                                     (901)     1,454        1,454

(Decrease) in cash in the period                 (2,602)    (6,621)      (2,355)
                                                --------------------------------
Cash and cash equivalents
at 31 December 2005                              (3,503)    (5,167)        (901)
                                                ================================

Cash flow from operating activities
Operating (loss)/profit                          (1,456)    (1,234)         972
Amortisation of goodwill                              -          -            -
Depreciation                                        484        542        1,053
(Profit)/Loss on disposal
of fixed assets                                      (8)         -          (38)
Share based payment expense                          12          -            6
Movement in provisions                             (108)      (108)           -
Pension contributions paid less amounts
recognised in the income statement                   47        (38)        (128)

                                                --------------------------------

Operating profit before changes in working
capital and provisions                           (1,029)       (838)      1,865

(Increase)/decrease in stocks                    (2,712)     (3,518)       (288)
(Increase)/decrease in debtors                    6,747       1,338      (1,712)
(Decrease)/increase in creditors                 (5,607)     (3,670)     (1,179)
Movement in reinstatement provision                   -           -        (136)
Income taxes received                               449          13          57
                                                --------------------------------
                                                 (2,152)     (6,675)     (1,393)
                                                ================================

Cash flow from investing activities
Interest received                                     5           6           6
Purchase of tangible fixed assets                  (942)       (288)       (934)
Sale of tangible fixed assets                     1,004           -          44
                                                --------------------------------

                                                     67        (282)       (884)
                                                ================================

Cash flow from financing activities
Interest paid                                       (86)        (89)       (327)
Interest element of finance lease payments           (7)         (7)        (14)
Dividend received from joint venture                  -           -          21
Dividends paid to members of the parent company    (331)       (373)       (537)
New borrowings                                        -         800         800
Repayment of borrowings                             (45)          -           -
Repayment of capital element of finance leases      (48)          5         (21)
                                                --------------------------------

                                                   (517)        336         (78)
                                                ================================


Reconciliation of net cash flow to movement in net debt

                                               Six mths    Six mths   
                                                  ended       ended   Year ended
                                                 31 Dec      31 Dec      30 June
                                                   2005        2004         2005
                                                  #'000       #'000        #'000

(Decrease) in cash in the period                 (2,602)     (6,621)     (2,355)
Cash (inflow) from change in debt                    93        (805)       (779)
                                                 -------------------------------

Movement in net debt in the period               (2,509)     (7,426)     (3,134)
Net funds at 1 July 2005                         (1,906)      1,228       1,228
                                                 -------------------------------

Net (debt)/funds at 31 December 2005             (4,415)     (6,198)     (1,906)
                                                 ===============================

Notes to the Accounts


1.   Taxation
The taxation (credit) on ordinary activities is calculated by applying the
Directors' best estimate of the annual taxation rate to the loss for the period.

2.   Dividend
The interim dividend of 1.0p per share will be paid on 8 May 2006 to
shareholders on the register on 18 April 2006.

3.   Earnings per share
Earnings per share have been calculated by reference to 16,554,046 shares in
issue.

4.   Reconciliation of movements in equity attributable to members of the
     parent company

                                               Six mths    Six mths   Year ended
                                                  ended       ended        
                                                 31 Dec      31 Dec      30 June
                                                   2005        2004         2005
                                                  #'000       #'000        #'000

Opening equity attributable to members
of parent company                               11,509      10,523       10,523
Total recognised income and expenses
for the period                                    (274)     (1,255)       1,517
Dividends paid                                    (331)       (372)        (537)
Share based payments taken directly to
equity                                              12           -            6
                                         ---------------------------------------
Closing equity attributable to members
of the parent company                           10,916       8,896       11,509
                                         =======================================


5.   Basis of preparation of accounts
The company has adopted International Financial Reporting Standards for the
preparation of these interim accounts. The new standards have been applied
consistently for the six months to 31 December 2005 and for all comparatives
shown.

A "Conversion Statement" explaining the impact of the new standards and
reconciling the accounts prepared under UK GAAP to the new standards was
released to the Stock Exchange on 6 March 2006. The conversion statement
includes reconciliations as at 1 July 2004, 31 December 2004 and 30 June 2005.
The statement is available through the Company's web site at
www.william-sinclair.co.uk as well as through the Stock Exchange web site.


The interim report has been approved by the Board of Directors and is neither
audited nor reviewed. The information does not constitute statutory accounts
within the meaning of section 240 of the Companies Act 1985. The statutory
accounts for the year ended 30 June 2005 received an unqualified audit report
and have been filed with the Registrar of Companies.


Enquiries


Bill Simpson
Chairman                            Tel: 01522 537561


Alastair Moreton
Arbuthnot Securities Limited        Tel: 0207 012 2000





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