TIDMSNCL

RNS Number : 6140H

Sinclair (William) Holdings PLC

01 June 2011

1 June 2011

WILLIAM SINCLAIR HOLDINGS PLC

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

Unaudited Interim Results for the six months ended 31 March 2011

William Sinclair Holdings PLC is one of the UK's leading producers of commercial horticulture and branded garden products. William Sinclair's well established brands include J Arthur Bower's, Silvaperl and New Horizon - the leading brand in the fast growing peat free garden compost and organic plant foods sector. William Sinclair's customers include national accounts such as The Garden Centre Group, Sainsbury's, Wilkinson, Homebase and B&Q as well as an extensive range of independent garden centres.

Highlights

-- Profit before tax up to GBP0.65 million (2010: GBP0.19 million)

-- Revenue up 19% at GBP26.1 million (2010: GBP21.8 million)

-- Interim dividend of 1.8p per share (2010: 1.5p)

-- Increase in market share

-- Potential for further efficiency and margin improvements

-- Leading position in peat free alternatives

Bernard Burns, Chief Executive said:

"Our strategy is to exploit the company's pre-eminence in the UK horticulture growing media market with particular emphasis on consolidating our lead in peat free technology. We expect our market to prosper from both demographic trends and the fragile state of the UK economy as, traditionally, gardening becomes more popular in times of austerity. It is pleasing to see the improving financial performance that stems from management actions and I am confident that William Sinclair will continue to generate shareholder value."

For further information:

 
 William Sinclair Holdings   Tel: 01522 537561 
  Plc 
 Bernard Burns, Chief 
  Executive 
 Peter Williams, Finance 
  Director 
 
 
 Arbuthnot Securities   Tel: 020 7012 2000 
 Andrew Kitchingman 
 Adam Lloyd 
 

CHAIRMAN'S STATEMENT

For the 6 months ended 31 March 2011 (unaudited)

The six months to 31 March 2011 was a period of further substantial improvement at William Sinclair with turnover, operating profit and profit before taxation all showing improved performance. The interim dividend has been increased from 1.5p to 1.8p per share.

Trading Review

Turnover was 19.5% higher than for the same period last year at GBP26.1 million (2010: GBP21.8 million). The acquisition of Growing Success and a small aggregates business provided much of this top line growth but we also gained market share with our core product ranges. Overall, the horticulture market showed a modest increase but the Directors believe there was strong demand for growing media as gardeners and nurseries replaced stock damaged by the severe frosts early in the winter.

Our high quality product and service levels continue to attract new customers despite the retail market struggling in some sectors. The appointment of administrators at Focus DIY is the latest evidence of these difficulties. William Sinclair's net exposure here was limited due to the tight credit control procedures adopted.

The integration of the recent acquisitions is progressing to plan and we expect to complete this by the end of the financial year. The acquisitions added modestly to operating profits in the period but will contribute an increasing amount as the integration is completed and the expected synergies deliver healthy margin improvements.

Our operating profit improved by 70.5% to GBP757,000 (2010: GBP444,000). This increase is despite the unexpected increase in oil prices which impacted our transport, packaging and harvesting costs. Further improvements in our transport efficiency have partly offset these cost increases as has the forward purchase of some of our packaging.

The relative strength of the Euro against Sterling continues to benefit the Company whilst disadvantaging our overseas competitors. The UK's professional growers, an important customer base for the Company, also benefit from the current exchange rates.

With the benefit of the improved operating margins and some lower finance costs, our pre-tax profits improved by 246% to GBP647,000 (2010: GBP187,000).

Dividend

I am pleased to announce that we are making a further increase to our interim dividend this year. A dividend of 1.80p per share (2010: 1.50p) will be paid on 2 August 2011 to shareholders on the register on 8 July 2011. This is a 20% increase on last year's interim dividend.

Bolton Fell

We announced on 20 April 2011 that Natural England had requested an extension to their deadline for responding to the Company's compensation claim for ceasing our operations at Bolton Fell. We expect to hear from Natural England later this month. The GBP9 million interim payment remains on the balance sheet and has not been taken to our P&L account.

Peat Policy

The government's policy on peat will be laid out in a white paper expected in June 2011. A cross section of the major stakeholders in the industry, including William Sinclair, have collectively written to the minister responsible to assert that we do not believe the government's future targets for peat reduction will be met through the current voluntary mechanism and only legislation will provide the investment environment necessary for further progress.

In New Horizon, William Sinclair has the market leading peat free brand. In addition we have developed a unique technology which uses waste green material to produce an excellent peat alternative. This places the company in an extremely strong position should there be legislation to support peat reduction.

An extension to an existing planning permission on part of one of our peat bogs near Manchester has been withheld pending a formal, long term decision. William Sinclair, as part of its application, has committed to regenerating the bog once harvesting has been completed, something it is not currently required to do. The formal decision is expected imminently. Whilst we have other peat resources, this is further evidence of the problems created by a general desire to end peat harvesting without providing the legislation to enforce change amongst consumers and growers.

Outlook

The Company's position within the market is strengthening with our low cost base and market leading high quality products and service levels. Growing media sales have remained exceptionally strong throughout the spring, slightly tempered by poor sales of lawn care products. The fragile state of the UK economy benefits garden consumable markets as consumers spend time in a low cost activity while spending reduces on holidays, home improvements and capital consumer goods.

William Sinclair made an early start with its peat harvest during April 2011. In the event that harvest targets continue to remain on track the Board is confident that the Company will comfortably achieve market forecasts.

Bill Simpson

Chairman

 
                                            Six months   Six months       Year 
 Consolidated Income Statement                   ended        ended      ended 
 for the six months ended 31                  31 March     31 March    30 Sept 
 March 2011 (unaudited)                           2011         2010       2010 
                                    Notes      GBP'000      GBP'000    GBP'000 
 
 Revenue                                        26,097       21,840     48,456 
 Operating expenses                           (25,340)     (21,396)   (45,490) 
 Provision against assets held 
  for resale                                         -            -      (460) 
 
 Group operating profit                            757          444      2,506 
 
 Finance income                                      2           12         57 
 Finance costs                                    (46)        (103)      (183) 
 Other finance costs - pension                    (66)        (166)      (317) 
 
 Profit before taxation                            647          187      2,063 
 
 Tax charge                           1          (182)         (51)      (404) 
 
 Profit for the period                             465          136      1,659 
                                           ===========  ===========  ========= 
 
 Profit for the period is 
 attributable to: 
 Equity holders of the parent 
  company                                          448          124      1,622 
 Minority interests                                 17           12         37 
                                           -----------  -----------  --------- 
 
                                                   465          136      1,659 
                                           ===========  ===========  ========= 
 All results relate to continuing 
  operations. 
 
 Earnings per share (pence) 
 Basic EPS on profit for the          3           2.7p         0.7p       9.8p 
  period 
 Diluted EPS on profit for the                    2.7p         0.7p       9.7p 
  period 
 
 Dividend per share                   2           1.8p         1.5p       5.0p 
 
 
 Consolidated Statement of Comprehensive    Six months   Six months       Year 
  Income                                         ended        ended      ended 
  for the six months ended 31 March           31 March     31 March    30 Sept 
  2011 (unaudited)                                2011         2010       2010 
                                               GBP'000      GBP'000    GBP'000 
 
 Profit for the period                             465          136      1,659 
                                           -----------  -----------  --------- 
 
 Other comprehensive income 
 Actuarial gain/(loss) on defined 
  benefit pension scheme                         1,800        1,229      (443) 
 Tax on items taken directly to 
  or transferred from equity                     (468)        (344)        178 
                                           -----------  -----------  --------- 
 
 Other comprehensive income, net 
  of tax                                         1,332          885      (265) 
                                           -----------  -----------  --------- 
 
 Total comprehensive income for 
  the period                                     1,797        1,021      1,394 
                                           ===========  ===========  ========= 
 
 Attributable to: 
 Equity holders of the parent company            1,780        1,009      1,357 
 Minority interests                                 17           12         37 
 
                                                 1,797        1,021      1,394 
                                           ===========  ===========  ========= 
 
 
Consolidated 
Statement of 
Changes in 
Group 
Shareholders'     Equity     Share     Capital 
Equity             share   premium  redemption  Revaluation      Other  Retained             Minority    Total 
(Unaudited)      capital   account     reserve      reserve   reserves  earnings    Total   interests   equity 
                 GBP'000   GBP'000     GBP'000      GBP'000    GBP'000   GBP'000  GBP'000     GBP'000  GBP'000 
 
At 1 October 
 2010              4,139         -       1,523        7,822        176     2,806   16,466         248   16,714 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
Profit for the 
 six months to 
 31 March 
 2011                  -         -           -            -          -       448      448          17      465 
Depreciation 
 transfer              -         -           -         (95)          -        95        -           -        - 
Actuarial 
 gains on 
 defined 
 benefit 
 pension 
 scheme                -         -           -            -          -     1,800    1,800           -    1,800 
Tax on items 
 taken 
 directly to 
 or 
 transferred 
 from equity           -         -           -            -          -     (468)    (468)           -    (468) 
Total 
 comprehensive 
 income                -         -           -         (95)          -     1,875    1,780          17    1,797 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
 
Share based 
 payments              -         -           -            -          -       140      140           -      140 
New shares 
 issued              117       150           -            -          -         -      267           -      267 
Equity 
 dividends 
 paid                  -         -           -            -          -     (596)    (596)           -    (596) 
Transactions 
 with owners         117       150           -            -          -     (456)    (189)           -    (189) 
 
At 31 March 
 2011              4,256       150       1,523        7,727        176     4,225   18,057         265   18,322 
 
 
 
At 1 October 
 2009              4,139         -       1,523        7,906        176     1,915   15,659         220   15,879 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
Profit for the 
 six months to 
 31 March 
 2010                  -         -           -            -          -       124      124          12      136 
Actuarial 
 gains on 
 defined 
 benefit 
 pension 
 scheme                -         -           -            -          -     1,229    1,229           -    1,229 
Tax on items 
 taken 
 directly to 
 or 
 transferred 
 from equity           -         -           -            -          -     (344)    (344)           -    (344) 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
Total 
 comprehensive 
 income                -         -           -            -          -     1,009    1,009          12    1,021 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
 
Equity 
 dividends 
 paid                  -         -           -            -          -     (414)    (414)                (414) 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
Transactions 
 with owners           -         -           -            -          -     (414)    (414)           -    (414) 
 
At 31 March 
 2010              4,139         -       1,523        7,906        176     2,510   16,254         232   16,486 
                ========  ========  ==========  ===========  =========  ========  =======  ==========  ======= 
 
 
 
At 1 October 
 2009              4,139         -       1,523        7,906        176     1,915   15,659         220   15,879 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
 
Profit for the 
 year to 30 
 September 
 2010                  -         -           -            -          -     1,622    1,622          37    1,659 
Depreciation 
 transfer              -         -           -        (195)          -       195        -           -        - 
Actuarial 
 losses on 
 defined 
 benefit 
 pension 
 scheme                -         -           -            -          -     (443)    (443)           -    (443) 
Tax on items 
 taken 
 directly to 
 or 
 transferred 
 from equity           -         -           -          111          -        67      178           -      178 
Total 
 comprehensive 
 income                -         -           -         (84)          -     1,441    1,357          37    1,394 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
 
Share based 
 payments              -         -           -            -          -       106      106           -      106 
Deferred tax           -         -           -            -          -         6        6           -        6 
Equity 
 dividends 
 paid                  -         -           -            -          -     (662)    (662)         (9)    (671) 
                --------  --------  ----------  -----------  ---------  --------  -------  ----------  ------- 
Transactions 
 with owners           -         -           -            -          -     (550)    (550)         (9)    (559) 
 
At 30 
 September 
 2010              4,139         -       1,523        7,822        176     2,806   16,466         248   16,714 
 
 
 
Consolidated Statement of Financial              As at      As at     As at 
 Position                                     31 March   31 March   30 Sept 
 as at 31 March 2011 (unaudited)                  2011       2010      2010 
                                      Notes    GBP'000    GBP'000   GBP'000 
Non-current assets 
Property, plant and equipment                   19,969     20,929    20,196 
Intangible assets                                2,031      1,606     1,607 
                                                22,000     22,535    21,803 
                                             ---------  ---------  -------- 
Current assets 
Inventories                                     13,958     10,220    10,929 
Trade and other receivables                     24,117     18,364     9,324 
Cash and cash equivalents                          596        499     3,650 
                                                38,671     29,083    23,903 
                                                        ---------  -------- 
 
Assets held for sale                             1,651      2,151     1,651 
                                             ---------  ---------  -------- 
 
Total assets                                    62,322     53,769    47,357 
                                             =========  =========  ======== 
 
Current liabilities 
Trade and other payables                      (16,225)   (11,691)   (9,256) 
Financial liabilities - borrowings             (9,618)   (14,000)     (744) 
Corporation tax payable                          (383)      (488)     (328) 
                                             ---------  ---------  -------- 
                                              (26,226)   (26,179)  (10,328) 
                                             ---------  ---------  -------- 
 
Non-current liabilities 
Financial liabilities - borrowings               (513)    (1,482)   (1,099) 
Deferred tax liabilities                         (851)      (970)     (383) 
Provisions                                       (242)      (241)     (232) 
Defined benefit pension plan 
 deficit                                       (7,168)    (8,411)   (9,601) 
Receipt from Natural England            7      (9,000)          -   (9,000) 
                                             ---------  ---------  -------- 
                                              (17,774)   (11,104)  (20,315) 
 
Total liabilities                             (44,000)   (37,283)  (30,643) 
                                             =========  =========  ======== 
 
Net assets                                      18,322     16,486    16,714 
                                             =========  =========  ======== 
 
 
Capital and reserves 
Equity share capital                             4,256      4,139     4,139 
Share premium account                              150          -         - 
Capital redemption reserve                       1,523      1,523     1,523 
Revaluation reserve                              7,727      7,906     7,822 
Other reserves                                     176        176       176 
Retained earnings                                4,225      2,510     2,806 
                                             ---------  ---------  -------- 
Group shareholders' equity                      18,057     16,254    16,466 
 
Minority interests                                 265        232       248 
                                             ---------  ---------  -------- 
 
Total equity                                    18,322     16,486    16,714 
                                             =========  =========  ======== 
 
 
 

( )

( )

Consolidated Cash Flow Statement

for the six months ended 31 March 2011 (unaudited)

 
                                              Six months  Six months      Year 
                                                   ended       ended     ended 
                                                31 March    31 March   30 Sept 
                                                    2011        2010      2010 
                                                 GBP'000     GBP'000   GBP'000 
 
Net cash flow from operating activities          (9,389)     (6,032)     2,316 
 
Net cash flow from investing activities          (1,578)     (1,398)     7,381 
 
Net cash flow from financing activities          (1,078)       (873)   (1,568) 
(Decrease) / increase in cash in the 
 period                                         (12,045)     (8,303)     8,129 
                                              ==========  ==========  ======== 
 
Opening cash and cash equivalents                  3,629     (4,500)   (4,500) 
 
(Decrease) / increase in cash and cash 
 equivalents                                    (12,045)     (8,303)     8,129 
                                              ----------  ----------  -------- 
 
Closing cash and cash equivalents                (8,416)    (12,803)     3,629 
                                              ==========  ==========  ======== 
 
 
Notes to the consolidated Cash Flow 
Statement 
 
Cash flow from operating activities 
Group operating profit                               757         444     2,506 
Amortisation of intangible assets                     76          24        47 
Depreciation of property, plant and 
 equipment                                           930         810     1,812 
Negative goodwill on acquisition                    (31)           -         - 
Impairment of assets held for sale                     -           -       500 
Profit on disposal of property, plant 
 and equipment                                         -         (5)      (32) 
Share based payments                                 140           -       106 
Difference between pension contributions 
 paid and amounts recognised in the income 
 statement                                         (699)          13     (620) 
Increase in inventories                          (2,621)     (1,582)   (2,291) 
Increase in debtors                             (14,793)    (10,414)   (1,374) 
Increase in creditors                              6,969       4,668     2,233 
Increase in provisions                                10          10         1 
                                              ----------  ----------  -------- 
 
Cash generated from operations                   (9,262)     (6,032)     3,071 
Income taxes paid                                  (127)           -     (572) 
                                              ----------  ----------  -------- 
                                                 (9,389)     (6,032)     2,316 
                                              ==========  ==========  ======== 
 
                                              Six months  Six months      Year 
                                                   ended       ended     ended 
                                                31 March    31 March   30 Sept 
                                                    2011        2010      2010 
                                                 GBP'000     GBP'000   GBP'000 
 
 
Cash flow from investing activities 
Interest received                                      2          12        57 
Sale of property, plant and equipment                  1          19        66 
Purchase of property, plant and equipment          (667)     (1,429)   (1,694) 
Payments to acquire intangible fixed 
 assets                                                -           -      (48) 
Acquisitions in the period (Note 5)                (914)           -         - 
Receipt from Natural England                           -           -     9,000 
                                              ----------  ----------  -------- 
 
                                                 (1,578)     (1,398)     7,321 
                                              ==========  ==========  ======== 
 
 
Cash flow from financing activities 
Interest paid                                       (46)       (103)     (183) 
Dividends paid to minority interests                   -           -       (9) 
Dividends paid to equity shareholders              (596)       (414)     (662) 
Repayment of borrowings                            (703)       (356)     (714) 
Issue of new shares                                  267           -         - 
 
                                                 (1,078)       (873)   (1,568) 
                                              ==========  ==========  ======== 
 

Reconciliation of net cash flow to movement in net debt

 
                                          Six months  Six months      Year 
                                               ended       ended     ended 
                                            31 March    31 March   30 Sept 
                                                2011        2010      2010 
                                             GBP'000     GBP'000   GBP'000 
 
 
(Decrease) / increase in cash and short 
 term deposits                               (3,054)       (456)     2,695 
Cash (outflow) / inflow from change in 
 borrowings                                  (8,288)     (7,491)     6,148 
                                          ----------  ----------  -------- 
 
Movement in net debt in the period          (11,342)     (7,947)     8,843 
Net debt at 1 October                          1,807     (7,036)   (7,036) 
 
Net (debt)/cash at period end                (9,535)    (14,983)     1,807 
                                          ==========  ==========  ======== 
 

Notes to the financial information

1. Taxation

The taxation charge on ordinary activities is calculated by applying the Directors' best estimate of the full year effective tax rate to the profit before taxation.

2. Dividend

A final dividend of 3.5p per share (2010: 2.5p) was paid on 17 March 2011 to shareholders on the register on 18 February 2011. An interim dividend of 1.8p per share (2010: 1.5p) will be paid on 2 August 2011 to shareholders on the register on 8 July 2011.

3. Earnings per share

Basic earnings per share have been calculated by reference to a weighted average of 16,825,200 (2010: 16,554,046) shares in issue during the period.

4. New share issues

During the period the CEO and the finance director each exercised share options that had been granted to them in 2005. A total of 470,000 new 25p shares were issued on 13 January 2011 for a total of GBP267,000. William Sinclair Holdings plc now has a total of 17,024,046 shares of 25p in issue.

5. Acquisitions in the period

During the period the Group acquired the business and certain assets of Growing Success Organics and British Playsand from Monro Horticulture Limited. These assets have been included in the balance sheet within tangible fixed assets, intangible fixed assets and inventories as appropriate. The fair value of the consideration paid is GBP914,000.

6. 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 2010. These policies are expected to be followed in the financial statements for the year ending 30 September 2011.

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 2010 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 2011.

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.

7. Bolton Fell

In accordance with the agreement signed in March 2010 between Natural England and William Sinclair, the Group has submitted a formal claim for its interests at Bolton Fell in Cumbria. Natural England had until 30 April 2011 to respond to this claim and to present its own calculations. The Group was informed in April 2011 that Natural England would not be able to meet this deadline and a six week extension was agreed.

William Sinclair's professional advisors calculated the value of the compensation due to the Group to be substantially greater than the GBP9 million advance payment. In the event that compensation cannot be agreed between the parties before 30 November 2011 the matter can be referred by either side to the Lands Tribunal for a decision. In such circumstances it is possible that payment of further compensation could be delayed by a further year or more.

Under the agreement William Sinclair has implemented a phased withdrawal of peat harvesting from Bolton Fell and is accelerating its existing programme of regeneration. William Sinclair's own team is working closely with environmental experts from Natural England and other agencies to set out new plans to regenerate the peat bog in a practical and structured way. The Group expects this agreement to have an adverse effect on its 2011 harvest from the site.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR SDMFWFFFSEDI

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