TIDMNWF

RNS Number : 5188V

NWF Group PLC

31 January 2017

NWF Group plc

NWF Group plc: Half Year results for the period ended 30 November 2016

NWF Group plc ("NWF" or "the Group"), the specialist agricultural and distribution business delivering feed, food and fuel across the UK, today announces its half year results for the period ended 30 November 2016.

 
 
 Financial highlights               2016          2015         % 
--------------------------  ------------  ------------  -------- 
 
   Revenue                     GBP255.9m     GBP224.6m    +13.9% 
 
   Headline operating 
   profit*                       GBP2.2m       GBP2.8m   (21.4%) 
 
   Headline profit 
   before taxation*              GBP2.0m       GBP2.6m   (23.1%) 
 
   Fully diluted headline 
   EPS*                             3.3p          4.3p   (23.3%) 
 
   Fully diluted EPS                2.1p          2.9p   (27.6%) 
 
   Interim dividend 
   per share                        1.0p          1.0p         - 
 Net debt                       GBP19.1m      GBP10.4m    +83.7% 
 Net debt to EBITDA                 1.6x          0.8x 
--------------------------  ------------  ------------  -------- 
 
 

* Headline operating profit excludes exceptional items. Headline profit before taxation excludes exceptional items and the net finance cost in respect of the Group's defined benefit pension scheme and the taxation effect thereon where relevant. Statutory profit before taxation was GBP1.3 million (2015: GBP1.8 million).

Operational highlights:

-- Revenue growth in all three divisions - reflecting acquisition contributions, higher activity levels and increased commodity prices in Feeds and Fuels

-- Profitability impacted by weak first quarter performance due to a warm summer and rapid commodity price increases

   --    Development and expansion of the feed mill infrastructure being delivered successfully 
   --    Board's full year expectations for performance and net debt levels maintained 

Divisional highlights:

-- Feeds - headline operating loss of GBP0.3 million (H1 2015: profit of GBP0.3 million). The business increased volumes in the period, benefitting from acquisitions, against a tough market backdrop. However, profitability was adversely impacted by lower market demand for feed in the first quarter and the rapid increase in commodity prices as a result of global dynamics and currency movements. Our investment in mill capacity, both in the North and Cheshire, continues on track and will benefit the division going forward.

-- Food - headline operating profit of GBP1.6 million (H1 2015: GBP1.4 million). A strong result achieved through delivering additional volume demand efficiently and managing the utilisation of external storage facilities effectively. Service levels were maintained at 99.7%.

-- Fuels - headline operating profit of GBP0.9 million (H1 2015: GBP1.1 million). Delivered strong volume growth from organic and acquisition development to offset the lower levels of market demand for heating oil over warm summer/autumn months.

Richard Whiting, Chief Executive, NWF Group plc, commented:

"NWF has delivered growth across all three divisions in the first half of the year despite difficult market conditions. The Group's investment in the expansion and development of new mill capacity in the North and Cheshire has proceeded as planned and net debt is in line with expectations. Current trading is in line with the Board's full year expectations."

For further information please visit www.nwf.co.uk or contact:

 
Richard Whiting,    Reg Hoare /Andrew Leach    Justin Jones / 
 Chief Executive     /                          Mike Bell 
                     Kelsey Traynor             Peel Hunt LLP 
 NWF Group plc       MHP Communications         (Nominated Adviser) 
 Tel: 01829 260      Tel: 020 3128 8100         Tel: 020 7418 8900 
 260 
 

CHAIRMAN'S STATEMENT

NWF has continued to develop its business both organically and as a result of planned development expenditure on new feed capacity in both the Northern and Cheshire mills. The first quarter (as reported at the time of the AGM in September 2016) presented some challenging conditions with the ruminant feed market being impacted by low milk prices and the fuel market by a lack of demand for heating oil as a result of the warm summer/autumn period. Feeds has increased volumes against a lower level of market demand, Food has increased activity levels on the back of increased demand from our customers and Fuels' volumes have increased significantly to both offset the lack of demand for heating oil and fully utilise the tanker fleet.

Net debt at the period end was GBP19.1 million (H1 2015: GBP10.4 million), as a result of the acquisition of Jim Peet Agriculture and planned development expenditure on mill expansions, with net debt to EBITDA at 1.6x (H1 2015: 0.8x). The Group's banking facilities of GBP65.0 million are committed to October 2019 and NWF continues to operate with substantial headroom.

Results

Revenue for the half year ended 30 November 2016 was 13.9% higher at GBP255.9 million (H1 2015: GBP224.6 million) as a result of acquisitions, higher levels of activity in all three divisions and increased commodity prices in Feeds and Fuels. Headline operating profit was lower at GBP2.2 million (H1 2015: GBP2.8 million), due to weak trading conditions in the first quarter and the adverse impact of rapidly rising commodity prices in the Feeds division. Headline profit before taxation(1) was GBP2.0 million (H1 2015: GBP2.6 million). An exceptional item of GBP0.4 million relates to the costs of restructuring the Feeds business as the new mill investment is made.

Headline basic earnings per share(1) was 3.3p (H1 2015: 4.3p) and headline diluted earnings per share(1) was 3.3p (H1 2015: 4.3p).

Operating cash inflow for the period, before movements in working capital, amounted to GBP3.3 million (H1 2015: GBP3.7 million). Whilst the focus on working capital management has continued, there was an increase in working capital at the end of November 2016 due to the increased activity levels. This resulted in net cash absorbed by operations of GBP2.3 million (H1 2015: net cash generated of GBP3.2 million).

Net capital expenditure in the period was GBP6.1 million (H1 2015: GBP2.2 million), representing GBP3.6 million of development spend and a normal level of replacement capital (GBP2.5 million).

Net assets at 30 November 2016 reduced to GBP34.5 million (30 November 2015: GBP36.6 million) largely due to the increase in the accounting valuation of the pension deficit. The IAS 19R valuation has increased from GBP19.2 million to GBP21.9 million primarily as a result of a reduction in the discount rate from 3.90% to 3.05%. A triennial valuation is being undertaken as at 31 December 2016.

1 Excluding GBP0.3 million (H1 2015: GBP0.4 million) net finance cost in respect of the defined benefit pension scheme, and exceptional restructuring costs of GBP0.4 million (H1 2015: GBP0.4 million) and, where applicable, the tax effect thereon.

Dividend

The Board has approved an interim dividend per share of 1.0p (H1 2015: 1.0p). This will be paid on 2 May 2017 to shareholders on the register on 24 March 2017. The shares will trade ex-dividend on 23 March 2017.

Operations

Feeds

Revenue increased by 4.8% to GBP65.1 million (H1 2015: GBP62.1 million) as a result of increased volumes and commodity prices. Headline operating loss was GBP0.3 million, compared to a GBP0.3 million profit for the same period last year.

Volumes were up 1.5% to 268,000 tonnes (H1 2015: 264,000 tonnes) in spite of market demand being depressed as a result of a lower milk price, particularly in the first quarter. The lower milk prices have continued to impact feed prices and this has been exacerbated by a significant increase in commodity costs. Across a basket of products, commodity costs increased by over 20% from March to November 2016 as a result of both underlying commodity prices and adverse movements in exchange rates. Average milk prices at the end of November were 25.5p (November 2015: 24.6p), but were as low as 20.5p in June 2016. The acquisitions made in the last eighteen months have continued to perform in line with expectations.

Food

Revenue increased by 4.1% to GBP20.1 million (H1 2015: GBP19.3 million). Headline operating profit was GBP1.6 million (H1 2015: GBP1.4 million).

The business benefited from increased activity levels both in storage and distribution. Activity at Wardle and in external warehouse locations has been managed efficiently to meet this increased level of demand and importantly a service level of 99.7% was maintained in the period. Average storage levels in the period were 103,000 pallet spaces (H1 2015: 99,000), and transport activity over 10% up on prior year. Post period end we have entered into a two-year agreement with Princes Limited to store a reduced number of pallets at Wardle as they utilise existing warehouse capacity within their network.

Fuels

Revenue increased by 19.2% to GBP170.7 million (H1 2015: GBP143.2 million) as a result of increased activity levels and the benefit of Staffordshire Fuels, which was acquired in November 2015. Headline operating profit was GBP0.9 million (H1 2015: GBP1.1 million).

Volumes increased by 17.4% to 250 million litres (H1 2015: 213 million litres) with the most significant growth in commercial customers for road diesel and gas oil, which attract a lower gross margin than heating oil. This area continues to develop successfully and helped to partially offset the lower market demand for heating oil in the warm summer months. The new start up depots at Home Counties and Martlet are performing well, as is Staffordshire Fuels. Brent Crude was more stable than during the previous year at an average of $48.20 per barrel (H1 2015: $52.19 per barrel) and ended the reported period at $50.47 per barrel.

Board

As announced on 4 January 2017, Chris Belsham has been appointed as Group Finance Director and will join the Group in June 2017. In addition, after 10 years' service as Chairman, I have informed the Board of my decision to step down at this year's AGM to be held in September 2017. I am pleased to confirm that Philip Acton, currently non-executive Director of NWF and Chairman of the Remuneration Committee, has accepted the position of Chairman which he will commence upon the conclusion of the AGM.

Outlook and future prospects

We have performed as planned since the period end. In Feeds, our customers have seen some further positive increases in milk prices and the new milling capacity comes on line to optimise our infrastructure, deliver efficiency benefits and meet increased demand. In the Food division, demand has remained robust and we maintained our high service levels over the crucial Christmas period. The division is now focused on new business development to offset the reduced demand from Princes Limited. In Fuels, oil prices have now moved to over $50 per barrel and the business is trading well in the normal winter conditions experienced to date.

Having invested significantly in new feed mill and fuel capacity and successfully integrated recent acquisitions in both areas, we continue to focus on growth initiatives, both organic and through further targeted acquisitions.

Overall the Group continues to trade in line with the Board's expectations and I look forward to updating shareholders later this year.

Mark Hudson

Chairman

31 January 2017

Condensed consolidated income statement

for the half year ended 30 November 2016 (unaudited)

 
                                                   Half          Half 
                                                   year          year     Year 
                                                  ended         ended    ended 
                                            30 November   30 November   31 May 
                                                   2016          2015     2016 
                                     Note          GBPm          GBPm     GBPm 
-----------------------------------  ----  ------------  ------------  ------- 
Revenue                                 3         255.9         224.6    465.9 
Operating expenses                              (254.1)       (222.2)  (458.8) 
-----------------------------------  ----  ------------  ------------  ------- 
Headline operating profit(1)                        2.2           2.8      8.7 
Exceptional items                       4         (0.4)         (0.4)    (1.6) 
-----------------------------------  ----  ------------  ------------  ------- 
Operating profit                        3           1.8           2.4      7.1 
Finance costs                           5         (0.5)         (0.6)    (1.1) 
-----------------------------------  ----  ------------  ------------  ------- 
Headline profit before taxation(1)                  2.0           2.6      8.3 
Net finance cost in respect 
 of the defined benefit pension 
 scheme                                           (0.3)         (0.4)    (0.7) 
Exceptional items                       4         (0.4)         (0.4)    (1.6) 
-----------------------------------  ----  ------------  ------------  ------- 
Profit before taxation                              1.3           1.8      6.0 
Income tax expense(2)                   6         (0.3)         (0.4)    (1.2) 
-----------------------------------  ----  ------------  ------------  ------- 
Profit for the period attributable 
 to equity shareholders                             1.0           1.4      4.8 
-----------------------------------  ----  ------------  ------------  ------- 
 
  Earnings per share (pence) 
Basic                                   7           2.1           2.9      9.8 
Diluted                                 7           2.1           2.9      9.7 
                                     ----  ------------  ------------  ------- 
 
  Headline earnings per share 
  (pence)(1) 
Basic                                   7           3.3           4.3     13.6 
Diluted                                 7           3.3           4.3     13.5 
-----------------------------------  ----  ------------  ------------  ------- 
 

1 Headline operating profit is statutory operating profit of GBP1.8 million (H1 2015: GBP2.4 million) before exceptional items of GBP0.4 million (GBP0.4 million). Headline profit before taxation is statutory profit before taxation of GBP1.3 million (H1 2015: GBP1.8 million) after adding back the net finance cost in respect of the Group's defined benefit pension scheme of GBP0.3 million (H1 2015: GBP0.4 million) and the exceptional items and the taxation effect thereon where relevant.

2 Taxation on exceptional items in the current period has reduced the charge by GBP0.1 million (H1 2015: GBP0.1 million).

Condensed consolidated statement of comprehensive income

for the half year ended 30 November 2016 (unaudited)

 
                                                Half          Half 
                                                year          year     Year 
                                               ended         ended    ended 
                                         30 November   30 November   31 May 
                                                2016          2015     2015 
                                                GBPm          GBPm     GBPm 
--------------------------------------  ------------  ------------  ------- 
Profit for the period attributable 
 to equity shareholders                          1.0           1.4      4.8 
Items that will never be reclassified 
 to profit or loss: 
Re-measurement (loss)/gain on the 
 defined benefit pension scheme                (3.7)           0.9      0.2 
Tax on items that will never be 
 reclassified to profit or loss                  0.6         (0.2)    (0.3) 
--------------------------------------  ------------  ------------  ------- 
Total comprehensive (expense)/income 
 for the period                                (2.1)           2.1      4.7 
--------------------------------------  ------------  ------------  ------- 
 

The notes form an integral part of this condensed consolidated half year report.

Condensed consolidated balance sheet

as at 30 November 2016 (unaudited)

 
                                    30 November  30 November  31 May 
                                           2016         2015    2016 
                                           GBPm         GBPm    GBPm 
----------------------------------  -----------  -----------  ------ 
Non-current assets 
Property, plant and equipment              45.2         39.4    41.1 
Intangible assets                          23.1         22.2    23.3 
Deferred income tax assets                  3.7          3.5     3.4 
----------------------------------  -----------  -----------  ------ 
                                           72.0         65.1    67.8 
----------------------------------  -----------  -----------  ------ 
Current assets 
Inventories                                 4.7          5.0     3.4 
Trade and other receivables                61.8         52.6    52.8 
Cash and cash equivalents                   0.5            -     1.8 
Derivative financial instruments 
 (note 8)                                   0.2          0.2     0.2 
----------------------------------  -----------  -----------  ------ 
                                           67.2         57.8    58.2 
----------------------------------  -----------  -----------  ------ 
Total assets                              139.2        122.9   126.0 
----------------------------------  -----------  -----------  ------ 
Current liabilities 
Trade and other payables                 (57.4)       (50.1)  (52.7) 
Current income tax liabilities            (0.4)        (1.2)   (0.9) 
Borrowings (note 8)                       (0.1)        (0.1)   (0.1) 
Derivative financial instruments 
 (note 8)                                     -        (0.2)       - 
----------------------------------  -----------  -----------  ------ 
                                         (57.9)       (51.6)  (53.7) 
----------------------------------  -----------  -----------  ------ 
Non-current liabilities 
Borrowings (note 8)                      (19.5)       (10.3)  (11.6) 
Contingent deferred consideration         (1.4)        (1.4)   (1.4) 
Deferred income tax liabilities           (3.6)        (3.8)   (3.8) 
Retirement benefit obligations           (21.9)       (19.2)  (18.3) 
Provisions                                (0.4)            -   (0.5) 
----------------------------------  -----------  -----------  ------ 
                                         (46.8)       (34.7)  (35.6) 
----------------------------------  -----------  -----------  ------ 
Total liabilities                       (104.7)       (86.3)  (89.3) 
----------------------------------  -----------  -----------  ------ 
Net assets                                 34.5         36.6    36.7 
----------------------------------  -----------  -----------  ------ 
Equity 
Share capital (note 9)                     12.1         12.0    12.0 
Share premium                               0.9          0.9     0.9 
Retained earnings                          21.5         23.7    23.8 
----------------------------------  -----------  -----------  ------ 
Total equity                               34.5         36.6    36.7 
----------------------------------  -----------  -----------  ------ 
 

The notes form an integral part of this condensed consolidated half year report.

Condensed consolidated statement of changes in equity

for the half year ended 30 November 2016 (unaudited)

 
                                         Share     Share   Retained    Total 
                                       capital   premium   earnings   equity 
                                          GBPm      GBPm       GBPm     GBPm 
------------------------------------  --------  --------  ---------  ------- 
Balance at 1 June 2015                    12.0       0.9       21.9     34.8 
------------------------------------  --------  --------  ---------  ------- 
Profit for the period                        -         -        1.4      1.4 
Items that will never be 
 reclassified to profit 
 or loss: 
Re-measurement gain on 
 the defined benefit pension 
 scheme                                      -         -        0.9      0.9 
Tax on items that will 
 never be reclassified to 
 profit or loss                              -         -      (0.2)    (0.2) 
------------------------------------  --------  --------  ---------  ------- 
Total comprehensive expense 
 for the period                              -         -        2.1      2.1 
------------------------------------  --------  --------  ---------  ------- 
Transactions with owners: 
Value of employee services                   -         -      (0.3)    (0.3) 
                                             -         -      (0.3)    (0.3) 
------------------------------------  --------  --------  ---------  ------- 
Balance at 30 November 
 2015                                     12.0       0.9       23.7     36.6 
------------------------------------  --------  --------  ---------  ------- 
Profit for the period                        -         -        3.4      3.4 
Items that will never be 
 reclassified to profit 
 or loss: 
Re-measurement loss on 
 the defined benefit pension 
 scheme                                      -         -      (0.7)    (0.7) 
Tax on items that will 
 never be reclassified to 
 profit or loss                              -         -      (0.1)    (0.1) 
------------------------------------  --------  --------  ---------  ------- 
Total comprehensive income 
 for the period                              -         -        2.6      2.6 
------------------------------------  --------  --------  ---------  ------- 
Transactions with owners: 
Dividend paid                                -         -      (2.6)    (2.6) 
Issue of shares                              -         -          -        - 
Credit to equity for equity-settled 
 share-based payments                        -         -        0.1      0.1 
------------------------------------  --------  --------  ---------  ------- 
                                             -         -      (2.5)    (2.5) 
------------------------------------  --------  --------  ---------  ------- 
Balance at 31 May 2016                    12.0       0.9       23.8     36.7 
------------------------------------  --------  --------  ---------  ------- 
Profit for the period                        -         -        1.0      1.0 
Items that will never be 
 reclassified to profit 
 or loss: 
Re-measurement loss on 
 the defined benefit pension 
 scheme                                      -         -      (3.7)    (3.7) 
Tax on items that will 
 never be reclassified to 
 profit or loss                              -         -        0.6      0.6 
------------------------------------  --------  --------  ---------  ------- 
Total comprehensive income 
 for the period                              -         -      (2.1)    (2.1) 
------------------------------------  --------  --------  ---------  ------- 
Transactions with owners: 
Issue of shares                            0.1         -      (0.1)        - 
Value of employee services                   -         -      (0.1)    (0.1) 
------------------------------------  --------  --------  ---------  ------- 
                                           0.1         -      (0.2)    (0.1) 
------------------------------------  --------  --------  ---------  ------- 
Balance at 30 November 
 2016                                     12.1       0.9       21.5     34.5 
------------------------------------  --------  --------  ---------  ------- 
 

The notes form an integral part of this condensed consolidated half year report.

Condensed consolidated cash flow statement

for the half year ended 30 November 2016 (unaudited)

 
                                                 Half          Half 
                                                 year          year     Year 
                                                ended         ended    ended 
                                          30 November   30 November   31 May 
                                                 2016          2015     2016 
                                                 GBPm          GBPm     GBPm 
---------------------------------------  ------------  ------------  ------- 
Cash flows from operating activities 
Operating profit                                  1.8           2.4      7.1 
Adjustments for: 
Depreciation and amortisation                     2.1           2.0      3.9 
Cash contributions to pension 
 scheme                                         (0.7)         (0.9)    (1.8) 
Other                                             0.1           0.2    (0.1) 
---------------------------------------  ------------  ------------  ------- 
Operating cash flows before movements 
 in working capital                               3.3           3.7      9.1 
Movements in working capital: 
(Increase)/decrease in inventories              (1.3)         (1.2)      0.9 
(Increase)/decrease in receivables              (9.0)           5.4      7.7 
Increase/(decrease) in payables                   4.7         (4.7)    (3.4) 
---------------------------------------  ------------  ------------  ------- 
Net cash (absorbed by)/generated 
 from operations                                (2.3)           3.2     14.3 
Interest paid                                   (0.2)         (0.2)    (0.4) 
Income tax paid                                 (0.6)         (0.6)    (2.0) 
---------------------------------------  ------------  ------------  ------- 
Net cash (absorbed by)/generated 
 from operating activities                      (3.1)           2.4     11.9 
---------------------------------------  ------------  ------------  ------- 
Cash flows from investing activities 
Purchase of intangible assets                   (0.2)         (0.2)    (0.3) 
Purchase of property, plant and 
 equipment                                      (6.0)         (2.0)    (3.2) 
Proceeds on sale of property, 
 plant and equipment                              0.1             -      0.1 
Acquisition of subsidiaries (net 
 of cash acquired)                                  -         (4.5)    (7.5) 
---------------------------------------  ------------  ------------  ------- 
Net cash absorbed by investing 
 activities                                     (6.1)         (6.7)   (10.9) 
---------------------------------------  ------------  ------------  ------- 
Cash flows from financing activities 
Increase in bank borrowings                       8.0           4.3      5.5 
Repayment of bank borrowings in 
 respect of acquisitions                            -             -    (2.0) 
Capital element of finance lease 
 and hire purchase payments                     (0.1)             -    (0.1) 
Dividends paid                                      -             -    (2.6) 
---------------------------------------  ------------  ------------  ------- 
Net cash generated from financing 
 activities                                       7.9           4.3      0.8 
---------------------------------------  ------------  ------------  ------- 
Net movement in cash and cash 
 equivalents                                    (1.3)             -      1.8 
Cash and cash equivalents at beginning 
 of period                                        1.8             -        - 
---------------------------------------  ------------  ------------  ------- 
Cash and cash equivalents at end 
 of period                                        0.5             -      1.8 
---------------------------------------  ------------  ------------  ------- 
 

The notes form an integral part of this condensed consolidated half year report.

Notes to the condensed consolidated half year report

for the half year ended 30 November 2016 (unaudited)

1. General information

NWF Group plc ('the Company') is a public limited company incorporated and domiciled in the UK under the Companies Act 2006. The address of its registered office is NWF Group plc, Wardle, Nantwich, Cheshire CW5 6BP.

The Company has its primary listing on AIM, part of the London Stock Exchange.

These condensed consolidated interim financial statements ('interim financial statements') were approved for issue on 31 January 2017.

These interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The interim financial statements for the half year ended 30 November 2016 and 30 November 2015 are neither audited nor reviewed by the Company's auditors. Statutory accounts for the year ended 31 May 2016 were approved by the Board of Directors on 3 August 2016 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

2. Basis of preparation and accounting policies

Except as described below, these interim financial statements have been prepared in accordance with the principal accounting policies used in the Company's consolidated financial statements for the year ended 31 May 2016. These interim financial statements should be read in conjunction with those consolidated financial statements, which have been prepared in accordance with IFRS as endorsed by the European Union.

These interim financial statements do not fully comply with IAS 34 'Interim Financial Reporting', as is currently permissible under the rules of AIM.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

The triennial actuarial valuation of the Group's defined benefit pension scheme was completed in the half year ended 30 November 2014, with a deficit of GBP14.1 million at the valuation date of 31 December 2013. In these interim financial statements, this liability has been updated in order to derive the IAS 19R valuation as of 30 November 2016. The triennial valuation resulted in Group contributions of GBP1.8 million per annum, including recovery plan payments of GBP1.2 million per annum for 12 years from 1 January 2014.

The Directors consider that headline operating profit, headline profit before taxation and headline earnings per share measures referred to in these interim financial statements, provide useful information for shareholders on underlying trends and performance. Headline profit before taxation is reported profit before taxation, after adding back the net finance cost in respect of the Group's defined benefit pension scheme, and the exceptional items and the taxation effect thereon where relevant. The calculations of basic and diluted headline earnings per share are shown in note 7 of these interim financial statements.

Certain statements in these interim financial statements are forward looking. The terms 'expect', 'anticipate', 'should be', 'will be' and similar expressions identify forward looking statements. Although the Board of Directors believes that the expectations reflected in these forward looking statements are reasonable, such statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those expressed or implied by these forward looking statements.

A number of amendments to IFRSs became effective for the financial period beginning on 1 June 2016 however the Group did not have to change its accounting policies or make material retrospective adjustments as a result of adopting these new standards.

3. Segment information

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 Feeds, Food and Fuels.

The Board considers the business from a product/services perspective. In the Board's opinion, all of the Group's operations are carried out in the same geographical segment, namely the UK.

The nature of the products/services provided by the operating segments are summarised below:

   Feeds    -    manufacture and sale of animal feeds and other agricultural products 

Food - warehousing and distribution of clients' ambient grocery and other products to supermarket and other retail distribution centres

   Fuels     -    sale and distribution of domestic heating, industrial and road fuels 

Segment information about the above businesses is presented below.

The Board assesses the performance of the operating segments based on a measure of headline operating profit. Finance income and costs are not included in the segment result which is assessed by the Board. Other information provided to the Board is measured in a manner consistent with that in the financial statements.

Inter-segment transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.

Segment assets exclude deferred income tax assets and cash and cash equivalents. Segment liabilities exclude taxation, contingent deferred consideration, borrowings and retirement benefit obligations. Excluded items are part of the reconciliation to consolidated total assets and liabilities.

 
Half year ended 30 November     Feeds   Food  Fuels  Group 
 2016                            GBPm   GBPm   GBPm   GBPm 
------------------------------  -----  -----  -----  ----- 
Revenue 
Total revenue                    67.5   20.4  173.3  261.2 
Inter-segment revenue           (2.4)  (0.3)  (2.6)  (5.3) 
------------------------------  -----  -----  -----  ----- 
Revenue                          65.1   20.1  170.7  255.9 
------------------------------  -----  -----  -----  ----- 
Result 
Headline operating profit       (0.3)    1.6    0.9    2.2 
------------------------------  -----  -----  ----- 
Segment exceptional items 
 (note 4)                       (0.4)      -      -  (0.4) 
                                                     ----- 
Operating profit as reported                           1.8 
Finance costs (note 5)                               (0.5) 
                                                     ----- 
Profit before taxation                                 1.3 
Income tax expense (note 
 6)                                                  (0.3) 
------------------------------  -----  -----  -----  ----- 
Profit for the period                                  1.0 
------------------------------  -----  -----  -----  ----- 
Other information 
Depreciation and amortisation     0.6    0.8    0.7    2.1 
------------------------------  -----  -----  -----  ----- 
 
 
                                     Feeds   Food   Fuels    Group 
As at 30 November 2016                GBPm   GBPm    GBPm     GBPm 
----------------------------------  ------  -----  ------  ------- 
Balance sheet 
Assets 
Segment assets                        52.0   32.1    50.9    135.0 
----------------------------------  ------  -----  ------ 
Deferred income tax assets                                     3.7 
Cash and cash equivalents                                      0.5 
----------------------------------  ------  -----  ------  ------- 
Consolidated total assets                                    139.2 
----------------------------------  ------  -----  ------  ------- 
Liabilities 
Segment liabilities                 (13.3)  (4.1)  (40.4)   (57.8) 
----------------------------------  ------  -----  ------ 
Current income tax liabilities                               (0.4) 
Deferred income tax liabilities                              (3.6) 
Borrowings                                                  (19.6) 
Contingent deferred consideration                            (1.4) 
Retirement benefit obligations                              (21.9) 
----------------------------------  ------  -----  ------  ------- 
Consolidated total liabilities                             (104.7) 
----------------------------------  ------  -----  ------  ------- 
 
 
Half year ended 30 November     Feeds   Food  Fuels  Group 
 2015                            GBPm   GBPm   GBPm   GBPm 
------------------------------  -----  -----  -----  ----- 
Revenue 
Total revenue                    64.3   19.6  145.5  229.4 
Inter-segment revenue           (2.2)  (0.3)  (2.3)  (4.8) 
------------------------------  -----  -----  -----  ----- 
Revenue                          62.1   19.3  143.2  224.6 
------------------------------  -----  -----  -----  ----- 
Result 
Headline operating profit         0.3    1.4    1.1    2.8 
------------------------------  -----  -----  ----- 
Segment exceptional items 
 (note 4)                       (0.2)  (0.1)  (0.1)  (0.4) 
                                                     ----- 
Operating profit as reported                           2.4 
Finance costs (note 5)                               (0.6) 
                                                     ----- 
Profit before taxation                                 1.8 
Income tax expense (note 
 6)                                                  (0.4) 
------------------------------  -----  -----  -----  ----- 
Profit for the period                                  1.4 
------------------------------  -----  -----  -----  ----- 
Other information 
Depreciation and amortisation     0.6    0.8    0.6    2.0 
------------------------------  -----  -----  -----  ----- 
 
 
                                    Feeds   Food   Fuels   Group 
As at 30 November 2015               GBPm   GBPm    GBPm    GBPm 
----------------------------------  -----  -----  ------  ------ 
Balance sheet 
Assets 
Segment assets                       41.9   32.2    45.3   119.4 
----------------------------------  -----  -----  ------ 
Deferred income tax assets                                   3.5 
Cash and cash equivalents                                      - 
----------------------------------  -----  -----  ------  ------ 
Consolidated total assets                                  122.9 
----------------------------------  -----  -----  ------  ------ 
Liabilities 
Segment liabilities                 (9.5)  (4.2)  (36.6)  (50.3) 
----------------------------------  -----  -----  ------ 
Current income tax liabilities                             (1.2) 
Deferred income tax liabilities                            (3.8) 
Borrowings                                                (10.4) 
Contingent deferred consideration                          (1.4) 
Retirement benefit obligations                            (19.2) 
----------------------------------  -----  -----  ------  ------ 
Consolidated total liabilities                            (86.3) 
----------------------------------  -----  -----  ------  ------ 
 
 
                                Feeds   Food  Fuels   Group 
Year ended 31 May 2016           GBPm   GBPm   GBPm    GBPm 
------------------------------  -----  -----  -----  ------ 
Revenue 
Total revenue                   142.5   38.1  297.8   478.4 
Inter-segment revenue           (6.7)  (0.5)  (5.3)  (12.5) 
------------------------------  -----  -----  -----  ------ 
Revenue                         135.8   37.6  292.5   465.9 
------------------------------  -----  -----  -----  ------ 
Result 
Headline operating profit         2.1    2.7    3.9     8.7 
------------------------------  -----  -----  ----- 
Segment exceptional items 
 (note 4)                       (2.6)  (0.1)  (0.2)   (2.9) 
Group exceptional items                                 1.3 
                                                     ------ 
Operating profit as reported                            7.1 
Finance costs (note 5)                                (1.1) 
                                                     ------ 
Profit before taxation                                  6.0 
Income tax expense (note 
 6)                                                   (1.2) 
------------------------------  -----  -----  -----  ------ 
Profit for the year                                     4.8 
------------------------------  -----  -----  -----  ------ 
Other information 
Depreciation and amortisation     1.0    1.5    1.4     3.9 
------------------------------  -----  -----  -----  ------ 
 
 
                                     Feeds   Food   Fuels   Group 
As at 31 May 2016                     GBPm   GBPm    GBPm    GBPm 
----------------------------------  ------  -----  ------  ------ 
Balance sheet 
Assets 
Segment assets                        45.1   31.0    44.7   120.8 
----------------------------------  ------  -----  ------ 
Deferred income tax assets                                    3.4 
Cash and cash equivalents                                     1.8 
----------------------------------  ------  -----  ------  ------ 
Consolidated total assets                                   126.0 
----------------------------------  ------  -----  ------  ------ 
Liabilities 
Segment liabilities                 (14.6)  (3.9)  (34.7)  (53.2) 
----------------------------------  ------  -----  ------ 
Current income tax liabilities                              (0.9) 
Deferred income tax liabilities                             (3.8) 
Borrowings                                                 (11.7) 
Contingent deferred consideration                           (1.4) 
Retirement benefit obligations                             (18.3) 
----------------------------------  ------  -----  ------  ------ 
Consolidated total liabilities                             (89.3) 
----------------------------------  ------  -----  ------  ------ 
 

4. Profit before taxation - exceptional items

 
                                             Half          Half 
                                             year          year     Year 
                                            ended         ended    ended 
                                      30 November   30 November   31 May 
                                             2016          2015     2016 
                                             GBPm          GBPm     GBPm 
-----------------------------------  ------------  ------------  ------- 
Restructuring costs                         (0.4)         (0.2)    (2.6) 
Acquisition-related costs                       -         (0.2)    (0.3) 
Net gain on pension scheme closure              -             -      1.3 
-----------------------------------  ------------  ------------  ------- 
Net exceptional cost                        (0.4)         (0.4)    (1.6) 
-----------------------------------  ------------  ------------  ------- 
 

During the period, the Group incurred exceptional costs of GBP0.4 million relating to the new mill investment and restructuring of the Feeds business.

5. Finance costs

 
                                                Half          Half 
                                                year          year     Year 
                                               ended         ended    ended 
                                         30 November   30 November   31 May 
                                                2016          2015     2016 
                                                GBPm          GBPm     GBPm 
--------------------------------------  ------------  ------------  ------- 
Interest on bank loans and overdrafts            0.2           0.2      0.4 
--------------------------------------  ------------  ------------  ------- 
Total interest expense                           0.2           0.2      0.4 
Net finance cost in respect 
 of the defined benefit pension 
 scheme                                          0.3           0.4      0.7 
--------------------------------------  ------------  ------------  ------- 
Total finance costs                              0.5           0.6      1.1 
--------------------------------------  ------------  ------------  ------- 
 

6. Income tax expense

The income tax expense for the half year ended 30 November 2016 is based upon management's best estimate of the weighted average annual tax rate expected for the full financial year ending 31 May 2017 of 20.9% (H1 2015: 20.7%).

7. Earnings per share

The calculation of basic and diluted earnings per share is based on the following data:

 
                                                    Half          Half 
                                                    year          year     Year 
                                                   ended         ended    ended 
                                             30 November   30 November   31 May 
                                                    2016          2015     2016 
                                                    GBPm          GBPm     GBPm 
------------------------------------------  ------------  ------------  ------- 
Earnings 
Earnings for the purposes of basic 
 and diluted earnings per share 
 being profit for the period attributable 
 to equity shareholders                              1.0           1.4      4.8 
------------------------------------------  ------------  ------------  ------- 
 
 
                                                Half          Half 
                                                year          year     Year 
                                               ended         ended    ended 
                                         30 November   30 November   31 May 
                                                2016          2015     2016 
                                                000s          000s     000s 
--------------------------------------  ------------  ------------  ------- 
Number of shares 
Weighted average number of shares 
 for the purposes of basic earnings 
 per share                                    48,599        48,410   48,469 
Weighted average dilutive effect 
 of conditional share awards (note 
 9)                                               45           119      420 
--------------------------------------  ------------  ------------  ------- 
Weighted average number of shares 
 for the purposes of diluted earnings 
 per share                                    48,644        48,529   48,889 
--------------------------------------  ------------  ------------  ------- 
 

The calculation of basic and diluted headline earnings per share is based on the following data:

 
                                              Half          Half 
                                              year          year     Year 
                                             ended         ended    ended 
                                       30 November   30 November   31 May 
                                              2016          2015     2016 
                                              GBPm          GBPm     GBPm 
------------------------------------  ------------  ------------  ------- 
Profit for the period attributable 
 to equity shareholders                        1.0           1.4      4.8 
Add back: 
Net finance cost in respect of 
 the defined benefit pension scheme            0.3           0.4      0.7 
Exceptional items                              0.4           0.4      1.6 
Tax effect of the above                      (0.1)         (0.1)    (0.5) 
------------------------------------  ------------  ------------  ------- 
Headline earnings                              1.6           2.1      6.6 
------------------------------------  ------------  ------------  ------- 
 

8. Financial instruments

The Group's financial instruments comprise cash, bank overdrafts, invoice discounting advances, obligations under hire purchase agreements, derivatives and various items such as receivables and payables, which arise from its operations. There is no significant foreign exchange risk in respect of these instruments.

The carrying amounts of all of the Group's financial instruments are measured at amortised cost in the financial statements, with the exception of derivative financial instruments being forward supply contracts. Derivative financial instruments are measured at fair value subsequent to initial recognition.

The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of inputs used in making measurements of fair value. The fair value hierarchy has the following levels:

-- Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities;

-- Level 2 fair value measurements are those derived from inputs, other than quoted prices included within Level 1 above, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

-- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

All of the Group's derivative financial instruments were classified as Level 2 in the current and prior periods. There were no transfers between levels in both the current and prior periods.

The book and fair values of financial assets at 30 November 2016, other than non-interest bearing short-term trade and other receivables, are as follows:

 
                                        30 November  30 November  31 May 
                                               2016         2015    2016 
Total book and fair value                      GBPm         GBPm    GBPm 
--------------------------------------  -----------  -----------  ------ 
Financial assets carried at fair 
 value: derivatives                             0.2          0.2     0.2 
Financial assets carried at amortised 
 cost: cash and cash equivalents                0.5            -     1.8 
--------------------------------------  -----------  -----------  ------ 
Financial assets                                0.7          0.2     2.0 
--------------------------------------  -----------  -----------  ------ 
 

The book and fair values of financial liabilities at 30 November 2016, other than non-interest bearing short-term trade and other payables, are as follows:

 
                                        30 November  30 November  31 May 
                                               2016         2015    2016 
Total book and fair value                      GBPm         GBPm    GBPm 
--------------------------------------  -----------  -----------  ------ 
Financial liabilities carried 
 at fair value: derivatives                       -          0.2       - 
Financial liabilities carried 
 at amortised cost: 
- Hire purchase obligations repayable 
 within one year                                0.1          0.1     0.1 
 
- Floating rate invoice discounting 
 advances                                       9.4          3.2     1.4 
- Revolving credit facility                    10.0          7.0    10.0 
- Hire purchase obligations repayable 
 after more than one year                       0.1          0.1     0.2 
--------------------------------------  -----------  -----------  ------ 
                                               19.5         10.3    11.6 
 
Financial liabilities                          19.6         10.6    11.7 
--------------------------------------  -----------  -----------  ------ 
 

9. Share capital

 
                                               Number 
                                            of shares  Total 
                                               (000s)   GBPm 
-----------------------------------------  ----------  ----- 
Allotted and fully paid: ordinary shares 
 of 25p each 
Balance at 31 May 2015                         48,350   12.0 
Issue of shares (see below)                       178      - 
-----------------------------------------  ----------  ----- 
Balance at 30 November 2015                    48,528   12.0 
Issue of shares                                     -      - 
-----------------------------------------  ----------  ----- 
Balance at 31 May 2016                         48,528   12.0 
Issue of shares (see below)                       116    0.1 
-----------------------------------------  ----------  ----- 
Balance at 30 November 2016                    48,644   12.1 
-----------------------------------------  ----------  ----- 
 

During the half year ended 30 November 2016, 116,139 (H1 2015: 178,103) shares with an aggregate nominal value of GBP29,035 (H1 2015: GBP44,525) were issued under the Company's conditional Performance Share Plan.

The maximum total number of ordinary shares that may vest in the future in respect of conditional Performance Share Plan awards outstanding at 30 November 2016 amounted to 866,884 (H1 2015: 1,164,392) shares. These shares will only be issued subject to satisfying certain performance criteria.

12. Half Year Report

Copies of this Half Year Report are due to be sent to shareholders on 7 February 2017. Further copies may be obtained from the Company Secretary at NWF Group plc, Wardle, Nantwich, Cheshire CW5 6BP, or from the Company's website at www.nwf.co.uk.

13. 2017 financial calendar

   Interim dividend paid                                                  2 May 2017 
   Financial year end                                                       31 May 2017 
   Full year results announcement                               Early August 2017 
   Publication of Annual Report and Accounts           Late August 2017 
   Annual General Meeting                                             28 September 2017 
   Final dividend paid                                                      Early December 2017 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EAPFEDEEXEFF

(END) Dow Jones Newswires

January 31, 2017 02:00 ET (07:00 GMT)

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