Picture of Wincanton logo

WIN Wincanton News Story

0.000.00%
gb flag iconLast trade - 00:00
IndustrialsSpeculativeMid CapNeutral

REG - Wincanton PLC - Half Year Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211119:nRSS8950Sa&default-theme=true

RNS Number : 8950S  Wincanton PLC  19 November 2021

 For immediate release  19 November 2021

 

 

 

 

 

WINCANTON plc

 

Half Year results for the six months to 30 September 2021 (unaudited)

 

Wincanton delivers strong growth and continued strategic progress

 

Wincanton plc ("Wincanton" or "the Group"), a leading supply chain partner for
UK business, today announces its half year results for the six months ended 30
September 2021.

 

Key financial measures

 

                                            H1 21/22                  H1 20/21  Change
 Revenue (£m)                            690.3                        578.7     19.3%
 Underlying EBITDA (£m) (1)              50.8                         43.2      17.6%
 Underlying profit before tax (£m) (1)   27.3                         19.1      42.9%
 Underlying basic EPS (p) (1)            18.2                         12.9      41.1%
 Dividend per share - interim (p)        4.00                         2.85      40.4%
 Free cash flow (£m) (2)                 17.9                         76.4
 Net (debt) / cash (£m) (3)              (16.4)                       63.3

 Statutory results
 Profit before tax (£m)                  25.1                         19.1      31.4%
 Basic EPS (p)                           16.9                         12.9      31.0%

 

 

Financial highlights

·    Revenue growth of 28.6% in H1, excluding businesses disposed of
during FY 20/21

·    Underlying profit before tax of £27.3m up 42.9% from prior year,
back ahead of pre-pandemic profit levels (H1 19/20: £26.2m)

·      Driver cost headwinds mitigated by business model; less than 20%
of Group revenue is closed book transport of which price increases or exits
have been agreed on c.90%

·      Free cash flow generation of £17.9m in H1, prior year cash
position benefitted from significant temporary Covid-19 deferred payments,
acquisition funded through cash reserves

·      Interim dividend of 4.00p (H1 20/21: 2.85p), up 40.4% in line
with underlying earnings

 

Positive progress against strategy

·  Acquisition of Cygnia Logistics (Cygnia), a specialist eCommerce and
multichannel eFulfilment provider, strengthens capabilities and accelerates
growth prospects

·  Continued organic investment in eCommerce, operations commenced at the
Group's automated facility in Rockingham, further investment in robotics in
other locations

·      Both short and medium-term actions taken to secure a sustainable
and diverse workforce with, for example, our Wincanton Future Drivers
programme, dedicated recruitment functions and representations to Government

·    On track to achieve net-zero emission target for our premium home
delivery service by end of the year; new targets introduced of net-zero for
Wincanton owned transport by 2026

·      Year to date contract wins include new customers such as Primark,
MGA Entertainment, Lakeland, Snug Sofa and Saint-Gobain

·   Notable contract renewals and extensions with Asda, IKEA, Roper
Rhodes, HMRC, BAE Systems and the Department for Transport (DfT) demonstrate
success across all parts of the business

·      Pipeline of further opportunities continues to grow with a number
in negotiation for implementation in FY23

 

 

James Wroath, Chief Executive Officer of Wincanton commented:

 

"We have delivered a strong set of results in the first half of the year with
record levels of growth and positive contributions from all parts of the
business. Importantly, we have also made meaningful progress against our
strategic priorities. We completed the acquisition of Cygnia and commenced
operations at our automated facility in Rockingham, and this significantly
strengthens our eCommerce proposition. I am particularly pleased that we have
delivered this performance notwithstanding the well-documented challenges
across the supply chain. We are taking steps to address shortages of labour
and we are well positioned to deal with the cost pressures we are seeing
across our markets.

 

So far this year, we have secured a healthy level of new customer contracts,
renewed agreements with businesses we are proud to have supported for many
years and have a strong pipeline of new opportunities ahead of us. We are
continuing to strengthen our offer to customers through investments in digital
and robotic innovation and a culture of continuous improvement in our
services. All of this positions us well to benefit from the changes we are
seeing in our markets."

 

For further enquiries please contact:

 

 Wincanton plc

 Tim Lawlor, Chief Financial Officer   Tel: 01249 710000

 Headland

 Susanna Voyle                         Tel: 020 3805 4822

 Henry Wallers

Analyst presentation and conference call:

A presentation for analysts will be held today, Friday 19 November 2021,
commencing at 10.30am. The presentation will be followed by a Q&A session
with the management team. The webcast can be found at:

https://webcasting.brrmedia.co.uk/broadcast/5f8ed8b5c4d0076f2b942cc1
(https://webcasting.brrmedia.co.uk/broadcast/5f8ed8b5c4d0076f2b942cc1)

For those wishing to ask a question in the Q&A, please dial into the call
using the following details:

Telephone: 0800 279 7204

Confirmation code: 3842724

The presentation and Q&A will be made available to watch on demand shortly
after it finishes. This will be hosted on Wincanton's website:
https://www.wincanton.co.uk/investors/results-reports-and-presentations/

 

Notes

 

(1          )The section on Alternative Performance Measures (APMs)
below provides further information on these measures, including definitions
and a reconciliation of APMs to statutory measures.

(2        )Free cash flow is defined as net cash inflow/(outflow)
before the movement in debt, pension payments, dividends, net outflow on
acquisition of subsidiary undertakings and the acquisition of own shares.

(3          )Net (debt) / cash is the sum of cash and bank balances,
bank loans and overdrafts and other financial liabilities excluding lease
liabilities. Note 12 to the consolidated half year financial statements
provides a breakdown of net (debt) / cash for the current and prior periods.

 

 

 

 

Half Year Review

for the six months to 30 September 2021

 

Summary

 

Momentum maintained and significant growth delivered

 

The momentum from the second half of last year has been maintained to deliver
significant growth, with revenue of £690.3m up 28.6% from prior year,
excluding disposed businesses. The growth of eCommerce activity, including the
start-up of the dark store operation for Waitrose, has led to revenue growth
of over 50% in the Digital & eFulfilment sector. Buoyant Grocery and
General Merchandise markets, and a positive post-Covid-19 recovery within
Public & Industrial, supported by public sector growth, has resulted in
revenue growth of over 15% in all sectors.

 

Underlying profit before tax increased by 42.9% to £27.3m (H1 20/21:
£19.1m), with the Group's underlying profit before tax margin increasing to
4.0% (H1 20/21: 3.3%). Group profits have recovered well from the impact of
the pandemic in FY20/21 and exceeded FY 19/20 levels, despite the headwinds of
driver shortages and other national supply chain issues.

 

Underlying EPS increased by 41.1% to 18.2p per share (H1 20/21: 12.9p per
share) reflecting the increase in profits.

 

Net debt at the end of H1 21/22 was £16.4m (H1 20/21: net cash of £63.3m, 31
March 2021: net cash of £11.9m).  Free cash flow at H1 21/22 was £17.9m and
the return to net debt reflects the acquisition of Cygnia during the period.
The prior year cash position included the benefit of significant temporary
cash protection measures including the deferral of VAT, corporation tax and
pension recovery payments and the Coronavirus Job Retention Scheme (CJRS),
that were repaid during the second half of FY20/21.

 

eCommerce offer bolstered by Cygnia and Rockingham

 

The Group's capabilities and market positioning in eCommerce have been further
strengthened by the acquisition of Cygnia, a speciality mid-market,
multichannel eFulfilment provider, enabling us to better access mid-market
customers.  The acquisition, announced in September 2021, is aligned with our
strategy to capitalise on the opportunities presented by online retail and
will position us well to benefit from many of the changes we are seeing in the
broader logistics sector. Wincanton has long been a leader in supporting many
of the UK's biggest brands and now, together with Cygnia, we will be able to
further extend our reach to fast-growing, mid-market eCommerce customers.

 

Following a successful start-up, Wincanton's new Customer Fulfilment Centre
(CFC) for Waitrose is now fully operational with over 13,000 online orders
being processed each week, which is growing as we head into the peak trading
period.  This 'dark store' operation is the first outsourced facility of its
kind operating in the UK, providing warehouse eFulfilment and seven day
timed-delivery solutions across West London.

 

In addition to the successful launch of the Nuneaton eFulfilment centre opened
last year, the Group has opened a second facility at Rockingham, which has
been branded as The WEB (Wincanton eFulfilment Base). The Group acquired this
state-of-the-art automated facility in April 2021 to extend its eCommerce
proposition. The new facility has resulted in the addition of new business
with B&Q, Snug and Saint-Gobain. Our investment in cloud-based technology,
including carrier management and returns, underpins our shared fulfilment
offering.

 

Innovation driving operational improvement

 

The WEB also houses the Group's new innovation centre which will act as a hub
to host and inspire customers, partners and community stakeholders. The
innovation centre demonstrates Wincanton's deployments of robotics, wearable
technology and artificial intelligence as well as a 'City of the Future' that
brings to life the virtual customer experience. In Nuneaton, we deployed our
first Autonomous Mobile Robots (AMR's) in combination with glove technology to
improve speed, accuracy and safety for Neal's Yard Remedies. Further
deployment of AMR's in our eFulfilment and warehousing businesses is ongoing.
The Group continues to invest in supply chain innovation enabled by our W(2)
Labs programme; digital solutions to support people recruitment, asset
tracking and warehouse performance management are all in extended pilots.

 

Positive contributions across all our sectors

 

We continue to support our established partners in the General Merchandise and
Grocery & Consumer sectors, maintaining good service levels during
unprecedented levels of demand and intense competition for labour. General
Merchandise saw growth of approximately 30% on both last year and pre-pandemic
levels, driven by high volumes at our retail customers.  Grocery &
Consumer expanded its relationship with Asda, which sees the Group take on
collection services at Asda's Lutterworth facility. Higher volumes across
customers such as Sainsbury's, Morrisons and Heinz contributed to higher
revenues, up over 15% from the prior year and up over 20% from pre-pandemic
levels.

 

Public sector growth has been delivered through new business with HMRC and DfT
which commenced in early 2021. Additionally, we are 10 months into a contract
with DHSC to provide storage, order fulfilment and delivery of Covid-19
testing kits. The Group successfully delivered its billionth testing unit in
September.  The start-up of Inland Border facilities across the country and
our partnerships in Public sector, continue to open more opportunities for
growth.

 

We are also building on our partnerships in the infrastructure market,
supporting the construction of Hinkley Point C as the official storage,
warehousing and logistics provider. This is underpinned by our investment in
market leading technology. Our extended supply chain visibility and data
management tool meets the emerging marketplace need for technology solutions
to solve complex supply chain problems. Winsight-Supply Chain Integrator
(WSCI) is deployed for EDF at Hinkley Point and creates transparency to better
manage the flow of materials for this substantial project. Our pivotal role in
ensuring surety of supply across the many thousands of product lines has been
recognised and the team have been shortlisted in two categories for the HPC
Excellence Awards. We are translating this capability to deliver sustainable
supply chain value in other large-scale infrastructure projects.

 

Proactive steps taken to tackle labour shortages

 

Driver shortages and labour cost pressures continue to have an impact on
business operations and there remains uncertainty regarding the supply of
labour, particularly drivers. The Group's contractual arrangements, however,
provide a good degree of commercial protection. The Group is taking steps to
attract and retain drivers, including extending its dedicated driver
recruitment and training functions, developing its Wincanton Future Drivers
programme and funding the cost of training for new applicants. Wincanton is
working alongside industry bodies and is making representations to Government
regarding measures that would increase the pool of drivers in both the short
and medium term. In the short term, Wincanton is active in initiatives to make
driving a more inclusive, flexible and rewarding profession.

 

The Group has been tackling the issues together with its customers and working
collaboratively to mitigate further risk and optimise service levels. Over 70%
of the Group's revenue is derived from open-book contracts which provides the
Group with significant direct protection against cost pressures. We have
secured initial price increases or exits on approximately 90% of our closed
book transport revenue and we expect further increases will be required in the
second half of the year in some contracts.  Where customers have been
unwilling to agree price increases, we exited contracts as they are no longer
viable and so divert resources to more profitable contracts.

 

Progress made against ESG goals

 

We remain committed to achieve net-zero emissions by 2040. We are working with
an implementation partner for our Wincanton Woodland offset programme and
remain on track to achieve net-zero operating emissions for our premium home
delivery service this year. We have been investing in the most fuel-efficient
diesel vehicles whilst building strong relationships with innovation consortia
working on future fuels and infrastructure. The implementation of our advanced
Transport Management System continues to drive improved planning and routing
efficiency, reducing the use of fuel and emissions. We continue to electrify
our company car fleet and are beginning to see a reduction in our mean rated
emissions. During this half year, our recycling percentage from residual waste
has increased by 13%.

 

Wincanton is also participating in a study led by the DfT and Innovate UK to
assess the economic and technical potential of the UK's first 'eHighway'
(https://www.gov.uk/government/news/road-freight-goes-green-with-20-million-funding-boost)
. We will provide information regarding our operations and movements along the
M18 and M180 as part of the UK's first ever study on the electrification of
long-range trucks with dynamic charging
(http://www.csrf.ac.uk/2020/07/white-paper-long-haul-freight-electrification/)
, which uses overhead wires on motorways.

 

We are introducing new targets to support our commitment to the social aspects
of our ESG activity.

 

People are fundamental to our success and the Group is striving to build a
diverse and inclusive organisation. Structural changes are needed in
workforces across the supply chain to meet future demand. We recognise the
need for more diversity, especially with regard to greater female
representation. This will require creativity and flexibility around shift
patterns and investment in facilities and amenities.

 

For National Inclusion week, in partnership with the Co-op, the Group held a
successful conference to show support and raise awareness on how to build an
inclusive environment. Our credentials as a Diversity and Inclusion leader
continue to grow and we are proud that two of our Wincanton leaders were
winners at the 2021 Amazon Everywoman in Transport and Logistics Awards
(https://www.wincanton.co.uk/news-and-media/press-releases/double-win-wincanton-grocery-team-amazon-everywoman-awards/)
. In addition, our all-female transport team for Roper Rhodes
(https://www.wincanton.co.uk/news-and-media/success-stories/how-wincanton-delivered-perfect-finish-roper-rhodes/)
 were finalists for
(https://www.wincanton.co.uk/news-and-media/press-releases/finalists-2021-logistics-uk-awards/)
a 2021 Supply Chain Excellence Award
(https://www.wincanton.co.uk/news-and-media/press-releases/wincanton-named-finalist-three-2021-supply-chain-excellence-awards/)
and are current finalists for two 2021 Logistics UK Awards, due to be
announced in December.

 

Systems investment

 

We have successfully implemented a new enterprise-wide finance and HR system,
Oracle Cloud, across the business, on time and on budget.  The new system,
together with the standardised processes and controls to support it, are being
embedded across the business.  We are moving into the second phase of the
project, which is to rationalise and insource payroll operations across the
business and will be completed in 2022. Following new accounting guidance (an
IFRIC Interpretation Committee agenda decision), the costs of this project can
no longer be capitalised and costs incurred in the period have been expensed
as a non-underlying charge of £3.2m. A further cost of approximately £4-5m
is expected to be charged to non-underlying items relating to the completion
of the project over the next twelve months.

 

People

 

As recently announced, Tim Lawlor, Chief Financial Officer (CFO), has resigned
in order to take up the role of Chief Financial Officer at Countryside
Properties PLC. The Board of Wincanton wishes to thank Tim for his hard work,
commitment and outstanding contribution to the Group over the last six years
and wish him every success for the future. Tim will be leaving the business
during March 2022 and the Board is commencing a search for his
successor.

 

The Group would also like to announce the appointment of Carl Moore who will
take up the role of MD of Digital & eFulfilment from January 2022. Carl
has spent the last 13 years in a range of senior roles including, most
recently, Chief Commercial Officer at Clipper Logistics.

 

 
Dividend

 

The Board is declaring an interim dividend of 4.00p per Ordinary Share (2020:
2.85p per share) in line with its established policy of increasing the
dividend broadly in line with underlying earnings movements.  The Group's
policy is for the interim dividend to be approximately one third of the
expected full year dividends.

 

 

Key priorities and outlook

 

The Group continues to execute the strategy launched in FY 20/21 and is
committed to driving growth through delivering sustainable supply chain value.
The strong volume of activity seen in H1 21/22 has continued into the second
half to date and the Group is positive around future opportunities following a
period of heightened national interest in supply chain and logistics.

 

We continue to build on our partnerships with customers in our primary
markets. Recent contract renewals and additional new business with Asda, BAE
Systems, IKEA and Roper Rhodes is evidence that the Group's existing
relationships are strong and continue to grow. The Group has delivered new
wins this year with Primark, MGA Entertainment, Snug Sofa and Saint-Gobain. We
continue to have a strong pipeline of sales opportunities to build on the
momentum from the first half of the year.

 

Our high growth markets remain eCommerce, public sector and infrastructure and
our activities, propositions and pipelines have all developed further during
the first half of the year. The acquisition of Cygnia towards the end of the
first half provides a platform from which to drive a step change in mid-market
eFulfilment customers, expanding the target market within which we operate and
extending the reputation and reach of the Group.

 

The Group remains on track to deliver full year profits consistent with market
expectations and the Board is encouraged by the sales pipeline and remains
confident in the Group's future growth opportunities.

 

 

 

 

Trading

 Sector revenue                               H1 21/22  H1 20/21  Change

                                              £m        £m
 Digital & eFulfilment                        103.2     65.0      58.8%
 Grocery & Consumer                           252.1     215.4     17.0%
 General Merchandise                          193.2     149.6     29.1%
 Public & Industrial                          141.8     106.6     33.0%
 Retained business (£m)                       690.3     536.6     28.6%
 Specialist Services                          -         42.1      -
 Total revenue (£m)                           690.3     578.7     19.3%
 Underlying EBITDA (£m)                       50.8      43.2      17.6%
 Underlying profit before tax (£m)            27.3      19.1      42.9%
 Underlying profit before tax margin (%)      4.0%      3.3%      70bps

 

 

The Group delivered strong total revenue growth in the period of 19.3% on a
reported basis, with a positive contribution from all four sectors despite
lost revenue following the disposal of the Specialist Services businesses
(Containers and Pullman Fleet Services) in Q3 FY20/21.

 

The Digital & eFulfilment sector delivered exceptionally strong growth
through a combination of strong volumes in eFulfilment and two-person home
delivery and new business in omnichannel. The most significant element of new
business revenue came from the first full six months of activity in our
Waitrose CFC in West London which commenced in March 2021.  Other revenue
growth in this sector included contracts with new customers such as Dobbies,
Snug Sofa and Saint-Gobain.  Our new acquisition, Cygnia, will be reported
within the Digital & eFulfilment sector but only made a small contribution
in the half year having been purchased in mid-September.

 

An increase of 17% within Grocery & Consumer has been driven by increased
activity, particularly with our Grocery customers where volumes have remained
buoyant, and new business revenue including our transport contract with
Heineken.

 

The DIY market has remained strong through the first half of the year which,
along with a full period of reporting revenue from new business commenced in
FY20/21, resulted in a 29.1% revenue growth in General Merchandise.

 

Public & Industrial revenue growth of 33% has been driven by public sector
volume, most notably with HMRC (Inland Border Clearance Centres) and DfT
(Covid-19 driver testing), in addition to a recovery within construction and
energy networks following the impacts of the Covid-19 pandemic in the prior
year period. The high levels of demand in the closed book construction and
energy businesses, coupled with the driver shortage and increased costs of
subcontracted drivers has led to a squeeze in margins which we are seeking to
remediate through negotiations with customers.  In one instance where we have
been unable to achieve a satisfactory renegotiation, we have maintained our
financial discipline and chosen to exit the contract and redeploy our
resources to a more profitable customer contract.

 

Underlying profit before tax has significantly increased by £8.2m to £27.3m
(H1 20/21: £19.1m). The Group has recovered successfully from the impact of
Covid-19 in the prior period and has benefitted from significant revenue
growth. The well-publicised transport pressures have been significant, but
have been mitigated by actions taken, including rate changes to optimise
service levels and recruitment and retention actions to manage driver
shortages. The Group also continues to optimise transport networks across the
Group to drive efficiencies, supported by the new systems infrastructure.

 

 

Acquisition - Cygnia

 

On 10 September 2021, the Group acquired Cygnia, a specialist mid-market
eCommerce and multichannel eFulfilment provider with expertise spanning the
full breadth of their customers' requirements, including high-volume order
fulfilment, returns and carrier management services. The Group paid
consideration of £23.9m for the business and there was a further £3.7m of
cash outflow in respect of working capital acquired and capital expenditure
incurred after the lockbox date. The final accounting for the acquisition
should be concluded in the second half of the year, including the
determination of goodwill and other intangible assets.

 

Non-underlying items

 

In the period to 30 September 2021 net non-underlying items of £2.2m were
expensed.

 

During the period the Group changed its accounting policy in relation to the
capitalisation of IT software implementation contracts following an April 2021
IFRS Interpretation Committee agenda decision. Costs relating to configuring
or customising software under SaaS (Software as a Service) agreements which
would have previously been capitalised, are now being expensed. As a result,
£3.2m of costs relating to the implementation of a new enterprise-wide
finance and HR system were expensed rather than capitalised.  A prior period
restatement was also required to adjust costs previously capitalised (£2.2m
H2 20/21).

 

The Group has released £1.0m relating to a potential claim under a historic
warranty provision dating back to a disposal made in 2015, as any claim is now
considered to be remote.

 

Further details of other non-underlying items are set out in Note 4 to the
interim consolidated financial statements. There were no non-underlying items
in the period to 30 September 2020.

 

 

Net financing costs

                                                        H1 21/22   H1 20/21 £m

£m
 Interest income                                        -         0.1
 Interest on the net defined benefit pension asset      0.6       1.1
 Bank interest payable on loans                         (1.2)     (1.4)
 Unwinding of discount on provisions                    (0.2)     (0.3)
 Interest on lease liabilities                          (1.7)     (1.8)
 Net financing costs                                    (2.5)     (2.3)

 

Net finance costs have increased to £2.5m (H1 20/21: £2.3m), £0.2m higher
than the prior period. Bank interest payable on loans of £1.2m (H1 20/21:
£1.4m) was lower than prior period, primarily due to lower amortisation of
arrangement fees for the twelve-month £40m RCF extension taken on in response
to the pandemic in May 2020. Financing charges of £1.7m in respect of the
interest on lease liabilities were broadly in line with the prior period
(2019: £1.8m).

 

The non-cash interest income on the defined benefit pension asset in the
period of £0.6m (H1 20/21: £1.1m) was lower than the prior period due to the
reduced pension net surplus position reported at the start of the period.

 

 

Taxation

                                                             H1 21/22  H1 20/21

                                                             £m        £m
 Underlying profit before tax                                27.3      19.1
 Underlying tax                                              4.7       3.1
 Tax on non-underlying items                                 (0.6)     -
 Tax as reported                                             4.1       3.1
 Effective tax rate on underlying profit before tax (%)      17.2%     16.1%

 

Underlying tax of £4.7m (H1 20/21: £3.1m) represents an underlying effective
tax rate (ETR) of 17.2% (H1 20/21: 16.1%) on underlying profit before tax. The
underlying ETR applied at the half year is an estimate of the expected full
year rate and is lower than the statutory corporation tax rate of 19.0% due to
tax benefits expected under the new Government regime permitting capital
allowances of 130% on qualifying expenditure to promote business investment.

 

With effect from FY22/23, the ETR is expected to move towards the statutory
rate of 19.0%.

 

Corporation tax paid in respect of the period was £1.8m (H1 20/21: £nil).
The £nil in the prior period was due to the uncertainty over the taxable
profits for the year and therefore the payments on account were deferred to
the second half of the year. In the current financial year, payments on
account are based on the latest view of taxable profits for the full year.

 

 

Profit after tax and EPS

 

Profit after tax for the period was £21.0m (H1 20/21: £16.0m) which
translates to a basic EPS of 16.9p (H1 20/21: 12.9p).  Underlying EPS, which
excludes the impact of non-underlying items, increased to 18.2p (H1 20/21:
12.9p). The calculation of these EPS measures is set out in Note 8 to the
consolidated half year financial statements.

 

 

Dividends

 

The Group's policy is for the dividend to grow sustainably and broadly match
the growth in underlying earnings.

 

In setting the dividend the Board considers a range of factors, including the
Group's strategy (including downside sensitivities), the current and projected
level of distributable reserves and projected cash flows, including cash
payments to the pension scheme and deferred payment arrangements.

 

Reflecting the continued growth in underlying profit before tax and the
confidence in the growth prospects of the business, the Board has declared an
interim dividend of 4.00p (H1 20/21: 2.85p) per share relating to the six
month period ended 30 September 2021, payable on 31 December 2021.

 

 

Financial position

 

The summary financial position of the Group is set out below:

 

                                                                    30 September 2021  30 September 2020  31 March 2021

£m
                                                                    £m                 £m
 Non-current assets (excl. employee benefits)                       290.0              204.7              235.1
 Net current liabilities (excl. net debt)                           (150.5)            (213.9)            (158.0)
 Non-current liabilities (excl. net debt / employee benefits)       (175.7)            (106.8)            (138.9)
 Net (debt) / cash (excl. lease liabilities)                        (16.4)             63.3               11.9
 Net pension asset (excl. deferred tax)                             67.6               24.3               48.2
 Net assets / (liabilities)                                         15.0               (28.4)             (1.7)

 

The increase in net assets of £16.7m since 31 March 2021, relates primarily
to the profit after tax of £21.0m delivered during the six months to 30
September 2021.

 

The increase in both non-current assets and liabilities since 31 March 2021
relates to the acquisition of Cygnia, with Goodwill and Right-of-use (ROU)
assets being offset by increased lease liabilities and borrowings.

 

The movement in the net pension asset is primarily due to employer
contributions paid into the Scheme plus net actuarial movements on pension
assets and liabilities.

 

 

 

 

 

 

 

Net debt and cash flows

 

Net debt at 30 September 2021 was £16.4m (H1 20/21 net cash of £63.3m, 31
March 2021: net cash of £11.9m), reflecting a net cash outflow of £79.7m
over the intervening 12 months and £28.3m since 31 March 2021.

 

The Group's change in net cash flows are summarised in the following table:

 

                                                   30 September 2021  30 September 2020  31 March

                                                   £m                 £m                 2021

                                                                                         £m
 Underlying EBITDA                                 50.8               43.2               95.2
 Working capital                                   (10.6)             54.1               3.0
 Tax                                               (1.8)              -                  (5.7)
 Net interest                                      (2.9)              (3.1)              (6.3)
 Repayment of obligations under leases             (13.5)             (16.2)             (35.1)
 Capital expenditure net of disposal proceeds      (1.1)              (2.4)              (5.1)
 Other items                                       0.2                0.8                -
 Non-underlying items                              (3.2)              -                  (2.2)
 Free cash flow                                    17.9               76.4               43.8
 Pension payments                                  (9.2)              (3.0)              (18.3)
 Dividends                                         (9.4)              -                  (3.5)
 Acquisition:
 -     Consideration                               (23.9)             -                  -
 -     Additional net assets acquired              (3.7)              -                  -
 (Increase) / decrease in net debt                 (28.3)             73.4               22.0

 

The Group's net debt increased by £28.3m (H1 20/21: £73.4m reduction) with a
free cash inflow of £17.9m (H1 20/21: £76.4m).

 

There was a working capital outflow of £10.6m in the period due to revenue
growth and the deferred payment of the 19/20 bonus award, delayed from prior
year. This delay was part of cash protection measures taken by the Group at
the start of the pandemic and the cash protection measures are now fully
unwound. The growth element related to strong volumes in open book contracts
where invoices are raised in advance based on budgeted levels. Volume levels
across certain contracts have been significantly higher than customer budgets
resulting in a short-term outflow until the excess expenditure is recovered
the following month. General disciplines around billing and cash collection
remained strong throughout the half.  The significant working capital inflow
in the prior year reflected £55m of pandemic-related timing benefits
including deferral of VAT payments and bonus payments.

 

The Group paid £1.8m corporation tax in the period benefitting from enhanced
capital allowances together with tax deductions received on pension
contributions. Payments in the prior period to H1 20/21 were £nil as all
corporation tax payments on account were deferred until the second half of the
year as a result of Covid-19.

 

The amount of cash interest paid of £2.9m is broadly in line with prior year
(£3.1m).

 

Other items of £0.2m (H1 20/201: £0.8m) comprise of non-cash items which
relate primarily to net movements on provisions and share-based payment
charges in the period.

 

Non-underlying items of £3.2m (H1 20/21: £nil, H2 20/21 £2.2m) include
costs  primarily relating to  the upgrade of finance and HR systems that
have been expensed in line with our revised accounting policy, as detailed in
Note 4 to the consolidated half year financial statements.

 

Gross capital expenditure was £2.3m (H1 20/21: £2.8m) and principally
consisted of investments in start-up activity at The WEB and the Waitrose CFC.
This was partly offset by the disposal of assets, mainly fleet of £1.2m (H1
20/21: £0.4m).

 

Deficit recovery contributions paid to the Group's defined benefit pension
scheme in the year to 31 March 2022 will be £18.5m (31 March 2021: £18.3m)
which is net of administration costs of £0.7m paid directly by the Group.

 

The final FY20/21 dividend paid in H1 21/22 was £9.4m.  No dividend was paid
in the first half of the prior year following suspension due to the impact of
Covid-19.  The total interim cash dividend payment in the second half is
expected to be £5.0m and will be paid on 31 December 2021.

 

The acquisition of Cygnia in September resulted in a net cash outflow of
£27.6m as described above.

 

 

Financing and covenants

 

The Group's committed facilities at the period end were £141.2m (H1 20/21:
£181.2m). The reduction is due to the expiry of the 12-month £40m RCF
extension which was agreed in the midst of the uncertainty of the early part
of the pandemic in May 2020 and which is no longer required.  The headroom in
the committed facilities compared to net debt of £16.4m at H1 21/22 was
£124.8m (H1 20/21: £244.5m). The Group also has a Receivables Purchase
Facility (RPF) with Santander UK plc and operating overdrafts which provide
day to day flexibility and amount to a further £50m and £7.5m respectively
in uncommitted facilities. At H1 21/22, utilisation of the Group's
non-recourse RPF was £8.4m (H1 20/21: £5.2m).

 

Wincanton operates comfortably within its banking covenants, as summarised in
the table below:

 

 Covenant            Ratio        At 30 September 2021
 Leverage ratio      <2.75:1     0.63
 Interest cover      >3.5:1      24.2
 Fixed charge cover  >1.4:1      2.9

 

 

Pensions

 

The Group has a number of pension arrangements in the UK and Ireland including
defined benefit arrangements which are described below.

 

The Group has reported an IAS 19 net asset of £67.6m (£50.7m net of deferred
tax) at H1 21/22 (H1 20/21: net asset of £24.3m, 31 March 2021: net asset of
£48.2m) as set out in the following table:

 

 £m                 30 September  30 September  31 March

                    2021          2020          2021
 Assets             1,256.4       1,284.5       1,211.9
 Liabilities        (1,188.8)     (1,260.2)     (1,163.7)
 Pension net asset  67.6          24.3          48.2
 Discount rate (%)  2.00          1.55          2.00

 

The movement in the net asset since 31 March 2021 is due to employer
contributions paid into the Scheme of £9.7m plus net actuarial movements of
£10.1m on pension assets and liabilities.

 

The estimated actuarial deficit at H1 21/22 has reduced to £53m, compared to
£67m at 31 March 2021. At H1 21/22, the Scheme's investments were split
between 18% in return-seeking assets and 82% in defensive assets.  The
inflation and interest rate risks facing the Scheme are hedged to mitigate the
quantum of any future movements in the actuarial deficit. Currently we are
108% hedged against the IAS 19 liabilities, 98% hedged against the actuarial
liabilities.

 

 

Risks

 

The key risks and uncertainties facing Wincanton in the second half of the
current financial year have not changed materially from those outlined on
pages 39 to 41 of the Annual Report for the year ended 31 March 2021, with the
exception of the tightening of the labour market resulting in increased cost
and making recruitment and retention difficult for both driver and warehouse
operative populations. The principal commercial and operational risks are the
Group's ability to source new contracts, at an appropriate financial return
for an acceptable level of risk, and the subsequent performance of new and
existing contracts. Wincanton has a diversified customer base which spans
large sectors of the UK economy.

 

 

Going Concern

 

The interim financial statements have been prepared on a going concern basis
as set out in the statement of Directors' responsibilities.  Having
considered the ability of the Company and the Group to operate within its
existing facilities and meet its debt covenants, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.

 

In determining whether the financial statements can be prepared on a going
concern basis, the Directors considered the Group's business activities,
together with the factors likely to affect its future development, performance
and position. The review also included the financial position of the Group,
its cash flows, and borrowing facilities.

 

The Board considered in detail the future impact on the Group of a possible
downturn in financial and trading performance together with unplanned working
capital outflows.  The Board has considered a base case and a severe but
plausible downside case.  In both scenarios, the Group has adequate headroom
in existing bank facilities to meet its liabilities as they fall due and it
complies with the financial covenants under its committed borrowing facilities
throughout the forecast period.  Further details are provided in the Basis of
Preparation note in Note 1 Accounting Policies in the interim financial
statements.

 

Other key factors considered by the Directors were:

•     The implications of the current economic environment and future
uncertainties, which includes the continuing impact of the Covid-19 pandemic,
around the Group's revenues and profits by undertaking forecasts and
projections on a regular basis;

•     The impact of the competitive environment within which the Group's
businesses operate; and

•     The potential actions that could be taken in the event that
revenues are worse than expected, to ensure that operating profit and cash
flows are protected.

 

 

Alternative Performance Measures

 

Alternative Performance Measures (APMs) are used by the Board in assessing the
Group's performance and are applied consistently from one period to the next.
They therefore provide additional useful information for shareholders on the
underlying performance and position of the Group. Additionally, underlying EPS
is used as a key performance indicator for the share incentive scheme, being
the Long Term Incentive Plan (LTIP), (excluding FY 20/21, where the LTIP moved
to being measured entirely on Total Shareholder Return). These measures are
not defined by IFRS and are not intended to be a substitute for IFRS measures.

 

The Group presents underlying EBITDA, operating profit and EPS which are
calculated as the statutory measures stated before non-underlying items,
including related tax where applicable. Non-underlying items are those items
of income and expenditure which, due to their nature or size, the Directors
consider should be disclosed separately on the face of the income statement,
such as amortisation of acquired intangibles, exceptional items and related
tax.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The table below reconciles the APMs to the statutory reported measures.

 

                                                                2021                                                            2020
 £m                                                 Statutory         Non-underlying items¹       Underlying      Statutory     Non-underlying items¹   Underlying
 Revenue                                            690.3             -                           690.3           578.7         -                       578.7
 EBITDA (2)                                         48.6              2.2                         50.8            43.2          -                       43.2
 EBITDA margin (%)                                  7.0%              -                           7.4%            7.5%          -                       7.5%
 Depreciation, amortisation and impairments         (21.0)            -                           (21.0)          (21.8)        -                       (21.8)
 Operating profit                                   27.6              2.2                         29.8            21.4          -                       21.4
 Net financing costs                                (2.5)             -                           (2.5)           (2.3)         -                       (2.3)
 Profit before tax                                  25.1              2.2                         27.3            19.1          -                       19.1
 Income tax                                         (4.1)             (0.6)                       (4.7)           (3.1)         -                       (3.1)
 Profit after tax                                   21.0              1.6                         22.6            16.0          -                       16.0
 Earnings per share (p) (3)                         16.9              1.3                         18.2            12.9          -                       12.9
 Dividend per share (p)                             4.00                                                          2.85
 Net cash / (debt) excluding lease liabilities (4)  (16.4)            -                           (16.4)          63.3          -                       63.3

 

1 Note 4 to the consolidated half year financial statements provides further
detail of non-underlying items.

2 EBITDA refers to operating profit before depreciation, amortisation and
impairments.

3 Note 8 to the consolidated half year financial statements provides further
detail of underlying earnings per share.

4 Net debt is the sum of cash and bank balances, bank loans and overdrafts and
other financial liabilities excluding lease liabilities. Note 12 to the
consolidated half year financial statements provides a breakdown of net debt
for the current and prior periods.

 

 

Statement of Directors' responsibilities

 

The Board confirms to the best of its knowledge:

 

·      that the consolidated half year financial statements for the six
months to 30 September 2021 have been prepared in accordance with UK-adopted
IAS 34 Interim Financial Reporting; and

 

·      that the Half Year Report includes a fair review of the
information required by sections 4.2.7R and 4.2.8R of the Disclosure Guidance
and Transparency Rules, being an indication of important events that have
occurred during the period and their impact on the consolidated half year
financial statements; a description of the principal risks and uncertainties
for the remainder of the current financial year; and the disclosure
requirements in respect of material related party transactions.

 

 

The above Statement of Directors' responsibilities was approved by the Board
on 18 November 2021.

 

 

T Lawlor

Director

 
Consolidated income statement

for the six months to 30 September 2021 (unaudited)

 

 

                                                                          Six months to 30 September 2021               Six months to 30 September 2020
                                                                          Underlying   Non-underlying  Total            Underlying   Non-underlying  Total
 Note                                                                     £m           £m              £m               £m           £m              £m
 Revenue                                                             3    690.3        -               690.3            578.7        -               578.7
 Net operating costs                                                      (660.5)      (2.2)           (662.7)          (557.3)      -               (557.3)
 Operating profit                                                    4    29.8         (2.2)           27.6             21.4         -               21.4
 Financing income                                                    5    0.6          -               0.6              1.2          -               1.2
 Financing costs                                                     5    (3.1)        -               (3.1)            (3.5)        -               (3.5)
 Profit/(loss) before tax                                                 27.3         (2.2)           25.1             19.1         -               19.1
 Income tax (expense) / credit                                       7    (4.7)        0.6             (4.1)            (3.1)        -               (3.1)
 Profit/(loss) attributable to equity shareholders of Wincanton plc       22.6         (1.6)           21.0             16.0         -               16.0

 Earnings per share
 - basic                                                                  18.2p                        16.9p            12.9p                        12.9p
 - diluted                                                                17.9p                        16.7p            12.8p                        12.8p

 

 

 

 
Consolidated statement of comprehensive income

for the six months to 30 September 2021 (unaudited)

 

                                                                                                Six months to

                                                                                Six months to   30 September

                                                                                30 September    2020

                                                                                2021            £m

                                                                                £m
 Profit for the period                                                          21.0            16.0
 Other comprehensive income/(expense)
 Items which will not subsequently be reclassified to the income statement
 Remeasurements of defined benefit asset                                        10.1            (73.6)
 Deferred tax on remeasurements of defined benefit asset                        (5.4)           13.9
 Other comprehensive income for the period, net of income tax                   4.7             (59.7)
 Total comprehensive income/(loss) attributable to equity shareholders of       25.7            (43.7)
 Wincanton plc

 

 
Consolidated balance sheet

at 30 September 2021 (unaudited)

                                                     30 Sept      30 Sept           31 March

                                                     2021         2020              2021

                                                                  Restated(1)       Restated(1)
 Note                                                £m           £m                £m
 Non-current assets
 Goodwill and intangible assets                 10   109.2        86.2              84.6
 Property, plant and equipment                  11   23.1         18.5              21.0
 Right-of-use assets                            14   157.7        98.5              129.3
 Investments, including those equity accounted       -            0.3               0.2
 Deferred tax assets                                 -            1.2               -
 Employee benefits                              17   70.2         26.9              50.8
                                                     360.2        231.6             285.9
 Current assets
 Inventories                                         2.4          1.4               1.4
 Trade and other receivables                         191.0        159.4             190.2
 Income tax receivable                               0.7          -                 0.6
 Cash at bank and in hand                       12   23.6         71.0              30.6
                                                     217.7        231.8             222.8
 Assets classified as held for sale             13   0.2          5.8               0.9
                                                     217.9        237.6             223.7
 Current liabilities
 Income tax payable                                  -            (4.0)             -
 Borrowings and other financial liabilities          -            (7.7)             (9.7)
 Lease liabilities                              14   (38.8)       (34.7)            (32.3)
 Trade and other payables                            (291.5)      (326.2)           (303.7)
 Provisions                                     15   (14.5)       (12.5)            (15.1)
                                                     (344.8)      (385.1)           (360.8)
 Liabilities classified as held for sale        13   -            (3.1)             -
                                                     (344.8)      (388.2)           (360.8)
 Net current liabilities                             (126.9)      (150.6)           (137.1)
 Total assets less current liabilities               233.3        81.0              148.8
 Non-current liabilities
 Borrowings and other financial liabilities     12   (40.0)       -                 (9.0)
 Lease liabilities                              14   (137.9)      (82.2)            (113.4)
 Employee benefits                              17   (2.6)        (2.6)             (2.6)
 Provisions                                     15   (28.1)       (24.6)            (23.9)
 Deferred tax liabilities                            (9.7)        -                 (1.6)
                                                     (218.3)      (109.4)           (150.5)
 Net assets/(liabilities)                            15.0         (28.4)            (1.7)
 Equity
 Issued share capital                                12.5         12.5              12.5
 Share premium                                       12.9         12.9              12.9
 Merger reserve                                      3.5          3.5               3.5
 Translation reserve                                 (0.4)        (0.2)             (0.4)
 Own shares                                          (0.8)        (1.3)             (1.0)
 Retained earnings                                   (12.7)       (55.8)            (29.2)
 Total equity/(deficit)                              15.0         (28.4)            (1.7)

(1) The comparatives have been restated due to prior period adjustments as
explained in Note 1 'Accounting policies'.

 

 
Consolidated statement of changes in equity

at 30 September 2021 (unaudited)

                                                   Issued    Share     Merger    Translation  Own shares  Profit and loss  Total

share
premium
reserve
reserve

equity/

capital
£m
£m
£m          £m          Restated(1)
(deficit)

£m
£m

                                                                                                                           Restated(1)

£m
 Balance at 1 April 2021                           12.5      12.9      3.5       (0.4)        (1.0)       (29.2)           (1.7)
 Profit for the period                             -         -         -         -            -           21.0             21.0
 Other comprehensive income                        -         -         -         -            -           4.7              4.7
 Total comprehensive income                        -         -         -         -            -           25.7             25.7
 Share based payment transactions                  -         -         -         -            0.2         0.3              0.5
 Current tax on share based payments               -         -         -         -            -           (0.2)            (0.2)
 Deferred tax on share based payments              -         -         -         -            -           0.1              0.1
 Dividends paid to shareholders                    -         -         -         -            -           (9.4)            (9.4)
 Balance at 30 September 2021                      12.5      12.9      3.5       (0.4)        (0.8)       (12.7)           15.0

 Balance at 1 April 2020                           12.5      12.9      3.5       (0.2)        (1.5)       (12.5)           14.7
 Profit for the period                             -         -         -         -            -           16.0             16.0
 Other comprehensive expense                       -         -         -         -            -           (59.7)           (59.7)
 Total comprehensive expense                       -         -         -         -            -           (43.7)           (43.7)
 Share based payment transactions                  -         -         -         -            0.2         0.3              0.5
 Deferred tax on share based payments              -         -         -         -            -           0.1              0.1
 Balance at 30 September 2020                      12.5      12.9      3.5       (0.2)        (1.3)       (55.8)           (28.4)

 Balance at 1 April 2020                            12.5      12.9     3.5         (0.2)        (1.5)        (12.5)        14.7
 Profit for the year                               -         -         -         -            -           39.1             39.1
 Other comprehensive expense                       -         -         -         (0.2)        -           (52.9)           (53.1)
 Total comprehensive expense                       -         -         -         (0.2)        -           (13.8)           (14.0)
 Share based payment transactions                  -         -         -         -            0.5          0.1              0.6
 Deferred tax on share based payment transactions  -         -         -         -            -           0.5              0.5
 Dividends paid to shareholders                    -         -         -         -            -            (3.5)            (3.5)
 Balance at 31 March 2021                           12.5      12.9      3.5       (0.4)        (1.0)       (29.2)           (1.7)

(1) The comparatives have been restated due to prior period adjustments as
explained in Note 1 'Accounting policies'.

 

 

 

 

 

Consolidated statement of cash flows

for the six months to 30 September 2021 (unaudited)

                                                                                                        Six          Six           Year

                                                                                                        months       months        ended

                                                                                                        to 30 Sept   to 30 Sept    31 March

                                                                                                        2021         2020          2021

                                                                                                        £m           Restated(1)   Restated(1)

                                                                                                                     £m            £m
 Operating activities
 Profit before tax                                                                                      25.1         19.1          46.2
 Adjustments for:
    - depreciation and amortisation                                                                     21.0         20.4          41.1
    - research and development expenditure credit                                                       -            -             (1.0)
    - net financing costs                                                                               2.5          2.3           4.6
    - impairments                                                                                       -            1.4           2.3
    - profit on disposal of property, plant and equipment                                               (0.2)        -             (0.7)
    - gain on derecognition of lease liabilities                                                        (0.1)        -             -
    - profit on disposal of businesses                                                                  (0.5)        -             (0.4)
    - share of results of joint venture                                                                 -            -             (0.1)
    - write down of trade investment                                                                    -            -             0.1
    - share based payment transactions                                                                  0.5          0.5           0.6
                                                                                                        48.3         43.7          92.7
 Decrease / (increase) in trade and other receivables                                                   6.8          (24.4)        (64.8)
 (Increase) / decrease in inventories                                                                   (0.9)        0.4           0.6
 (Decrease) / increase in trade and other payables                                                      (16.5)       78.1          66.5
 Decrease in provisions                                                                                 (1.6)        (0.2)         (0.3)
 Increase in employee benefits before pension deficit payment                                           0.5          0.6           1.5
 Income taxes paid                                                                                      (1.8)        -             (5.7)
 Cash generated before pension deficit payments                                                         34.8         98.2          90.5
 Pension deficit payments                                                                               (9.2)        (3.0)         (18.3)
 Cash flows from operating activities                                                                   25.6         95.2          72.2
 Investing activities
 Proceeds from sale of property, plant and equipment                                                    1.2          0.4           4.5
 Purchase of subsidiary undertaking, net of cash acquired                                               (13.6)       -             -
 Net cash inflow / (outflow) from disposal of businesses                                                0.6          -             (0.2)
 Interest received                                                                                      -            0.1           0.1
 Addition of trade investment                                                                           -            (0.1)         -
 Additions of property, plant and equipment                                                             (2.3)        (1.2)         (8.2)
 Additions of computer software                                                                         -            (1.6)         (1.4)
 Cash flows from investing activities                                                                   (14.1)       (2.4)         (5.2)
 Financing activities
 Increase / (decrease) in borrowings                                                                    24.9         (71.0)        (62.0)
 Borrowings repaid                                                                                      (14.0)       -             -
 Payment of lease liabilities                                                                           (13.5)       (16.2)        (35.1)
 Equity dividends paid                                                                                  (9.4)        -             (3.5)
 Interest paid on borrowings                                                                            (1.2)        (1.4)         (2.6)
 Interest paid on lease liabilities                                                                     (1.7)        (1.8)         (3.8)
 Cash flows from financing activities                                                                   (14.9)       (90.4)        (107.0)
 Net (decrease) / increase in cash and cash equivalents                                                 (3.4)        2.4           (40.0)
 Cash and cash equivalents at beginning of the period                                                   27.0         67.0          67.0
 Cash and cash equivalents at end of the period                                                         23.6         69.4          27.0
 Represented by:
    - cash at bank and in hand                                                                          20.8         67.5          28.8
    - bank overdrafts                                                                                   -            (1.6)         (3.6)
    - restricted cash, being deposits held by the Group's insurance                                     2.8          3.5           1.8
 subsidiary
                                                                                                        23.6         69.4          27.0

(1) The comparatives have been restated due to prior period adjustments as
explained in Note 1 'Accounting policies'.

Notes to the consolidated half year financial statements

for the six months to 30 September 2021 (unaudited)

 

1      Accounting policies

 

General information

 

Wincanton plc (the 'Company') is a company incorporated in the United Kingdom
and domiciled and registered in England and Wales.  The consolidated half
year financial statements of the Company for the six months to 30 September
2021 comprise the Company and its subsidiaries (together referred to as the
'Group') and, where relevant, the Group's interests in joint ventures.

 

These consolidated half year financial statements do not include all of the
information required for full annual financial statements and should be read
in conjunction with the consolidated financial statements for the year ended
31 March 2021.  The comparative figures for the year ended 31 March 2021 have
been extracted from those accounts but do not comprise the full statutory
accounts for that financial year.  Except for the 31 March 2021 comparatives,
the financial information set out herein is unaudited but has been reviewed by
the auditors and their report to the Company is set out below.

 

The consolidated financial statements for the year ended 31 March 2021 have
been reported on by the Group's auditor, delivered to the Registrar of
Companies, and are available upon request from the Company's registered office
at Methuen Park, Chippenham, Wiltshire, SN14 0WT or at www.wincanton.co.uk.
 The report of the auditor was unqualified and did not contain a statement
under Section 498(2) or (3) of the Companies Act 2006.

 

The Half Year Report, which includes the consolidated half year financial
statements, was approved by the Board on 18 November 2021.

 

Basis of preparation

 

The consolidated half year financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting and also in accordance with
the measurement and recognition principles of UK-adopted international
accounting standards. As required by the Disclosure Guidance and Transparency
Rules of the UK's Financial Conduct Authority, the consolidated half year
financial statements have been prepared on the basis of the accounting
policies adopted by the Group and applied and disclosed in its consolidated
financial statements for the year ended 31 March 2021, except as described
below.

 

On 31 December 2020, IFRS as adopted by the European Union at that date was
brought into UK law and became UK-adopted international accounting standards,
with future changes being subject to endorsement by the UK Endorsement Board.
The group transitioned to UK-adopted international accounting standards in its
consolidated financial statements on 1 April 2021. There was no impact or
changes in accounting policies from the transition.

 

The preparation of these consolidated half year financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates.  In preparing these consolidated half year financial statements,
the nature of the significant judgements made by management in applying the
Group's accounting policies and the nature of the key areas of estimation were
the same as those that applied to the consolidated financial statements for
the year ended 31 March 2021. The estimates and judgements that are specific
to the preparation of the half year financial statements that were considered
by the Group are the consideration of the appropriateness of the recognition
and carrying value of the Group's provisions, the recognition and measurement
of the acquired assets and liabilities relating to the acquisition of Cygnia
and the measurement of the defined benefit pension scheme liabilities.

 

Adoption of amended standards

 

The Group has adopted the following amendments to standards in the year:
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate
Benchmark Reform Phase 2. None of these amendments have had a significant
impact on the results or net assets of the Group.

 

 

 

 

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

1          Accounting policies (continued)

 

Prior period restatements

 

Previously reported

 

A prior period presentational error has been corrected in connection with cash
and overdraft balances. As disclosed in the 2021 Annual Report, prior to 31
March 2021 the Group had presented on a net basis cash and overdraft balances
that did not meet the criteria in IAS 32 for offset. The presentation of these
balances has been restated at 30 September 2020, resulting in an increase in
cash and short-term borrowings of £7.7m. The opening and closing cash
balances within the prior period Statement of Cash Flows have also been
restated to reflect the above adjustment. A short-term borrowing balance of
£6.1m is not now classed as a cash and cash equivalent. Accordingly, this has
resulted in an increase in cash and cash equivalents at 31 March 2020 and 30
September 2020 of £6.1m.

 

Change in accounting policy - Software-as-a-Service (SaaS) arrangements

 

Following the IFRS Interpretations Committee (IFRIC) agenda decision published
in April 2021, the Group has reviewed its accounting policy regarding the
configuration and customisation costs incurred when implementing a SaaS
arrangement.

 

The Group's revised policy aligns with the IFRIC agenda decision whereby:

 

·      In SaaS arrangements where the Group controls the underlying
software, configuration and customisation costs are capitalised as part of
bringing the identified intangible asset into use.

·      Where the Group does not control the underlying software, but the
related configuration and customisation costs are not distinct from access to
the software, these costs are expensed over the SaaS contract term.

·      In all other circumstances, configuration and customisation costs
are recognised as an expense as incurred, except in the limited instances
where these costs result in a separately identifiable intangible asset.

 

During the previous financial year, the Group commenced the implementation of
a new cloud-based ERP and Human Resources system, and at 31 March 2021 costs
of £2.2m had been capitalised. The above change in accounting policy has been
applied retrospectively and results in a prior period restatement to the 31
March 2021 balance sheet, to recognise these costs as a non-underlying
expense. No costs had been incurred prior to 30 September 2020 and as such no
restatement is required.

 

The effect on the 31 March 2021 balance sheet is a reduction in both
intangible assets and retained earnings by £2.2m. The effect on the 31 March
2021 cash flow statement is a decrease in cashflows from operating activities
of £2.2m, and a corresponding reduction in cash outflows due to investing
activities of £2.2m.

 

Going concern

 

The Directors have concluded that it is reasonable to adopt a going concern
basis in preparing the half year  financial statements. In adopting the going
concern basis, the Directors have considered Wincanton's business activities,
together with factors likely to affect its future development and performance,
as well as Wincanton's principal risks and uncertainties.

 

The adoption of the going concern basis is based on an expectation that the
Group will have adequate resources to continue in operational existence for at
least twelve months from the signing of the half year financial statements.
For the purpose of this going concern assessment, the Directors have
considered an 18 month period from the balance sheet date, aligned with the
business forecasting outlook period, to 31 March 2023. The Group has reported
a profit before tax of £25.1m for the six months ended 30 September 2021 (30
September 2020: £19.1m), has net current liabilities of £126.9m (30
September 2020: £150.6m, 31 March 2021: £137.1m) and net assets of £15.0m
(30 September 2020: net liabilities of £28.4m, 31 March 2021: net liabilities
of £1.7m).

 

The Group's committed facilities at 30 September 2021 comprise a syndicated
Revolving Credit Facility (RCF) of £141.2m, which matures in October 2023.
The Group had £101.2m of undrawn amounts against the RCF facility as at 30
September 2021, with drawn debt being used to fund the working capital cycle
and the

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

1          Accounting policies (continued)

 

Going concern (continued)

 

acquisition of Cygnia during the period. The RCF requires the Group to comply
with the following three financial covenants at 30 September and 31 March each
financial year:

 

·      Leverage ratio: Consolidated total net borrowings of no more than
2.75 times Consolidated EBITDA for the preceding 12-month period;

·      Interest cover: Consolidated EBITDA for the preceding 12-month
period is not less than 3.5 times higher than Consolidated net finance charges
for the preceding 12-month period; and

·      Fixed charge cover: Consolidated EBITDA plus Operating lease
costs for the preceding 12-month period is not less than 1.4 times higher than
Consolidated net finance charges plus Operating lease costs for the preceding
12 month period.

 

In addition, the Group also has an uncommitted £50m Receivable Purchase
Facility, providing flexibility to manage net debt peaks down and an
uncommitted overdraft facility of £7.5m.  In arriving at the conclusion on
going concern, the Directors have given due consideration to whether the
funding and liquidity resources above are sufficient to accommodate the
principal risks and uncertainties faced by the Group.

 

The Directors have reviewed the financial forecasts across a range of
scenarios.  Wincanton has modelled a base case based on revenue and profit
run rates at the end of September 2021, that form the basis of the FY21/22
budget, forecast and 3 year plan.

 

The severe but plausible downside case assumes a deterioration in trading
performance, similar to that seen as a result of the Covid-19 pandemic in
FY21. This scenario also assumes a major cash outflow based on a large
customer going into administration and a deterioration in working capital
performance compared to the base case, as well as a further material unplanned
cash outflow linked to a general commercial dispute. These downsides would be
offset by the application of further mitigating actions to the extent they are
under management's control, including deferrals of capital and other
discretionary expenditure, as well as management bonus payment deferral and
claiming against insurance cover to offset any commercial dispute.

 

In both scenarios, the Group has sufficient liquidity and adequate headroom in
the committed facilities set out above to meet its liabilities as they fall
due without the use of uncommitted facilities throughout the forecast
period.  In addition, in both scenarios the Group complies with the financial
covenants under the RCF at 30 September and 31 March throughout the forecast
period.

 

The Group has carried out reverse stress tests against the downside case to
determine the performance levels that would result in a breach of covenants.
For a breach in covenants to occur during the relevant period, the Group would
need to experience a sustained drop in EBITDA (more than 40%) versus the
downside case throughout the period. The Directors do not consider this
scenario to be plausible given the ability of the Group to continue its
operations through the recent pandemic, the customer contract security within
the Group and the buoyant nature of many of the markets within which the Group
operates.

 

2      Operating segments

 

Wincanton plc provides supply chain solutions in the UK and Ireland. The
business is structured as one operating segment with one segment manager who
reports to the Chief Executive Officer (CEO). The CEO is a member of the
Executive Management Team and of the Board and is the Chief Operating Decision
Maker.  The results of the business are presented to the Board and the
performance of the business is assessed on the basis of the Group's
performance as a whole.

 

 

 

 

 

 

 

 

 

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

3      Revenue

 

Customer contracts are disaggregated by sector with revenue generally being
recognised over time. Further detail is given in the table below:

                                Six months to  Six months to

                                30 Sept 2021   30 Sept 2020

 Sector revenue                 £m             £m
 Digital & eFulfilment          103.2          65.0
 Grocery & Consumer             252.1          215.4
 General Merchandise            193.2          149.6
 Public & Industrial            141.8          106.6
 Specialist Services            -              42.1
 Total revenue (£m)             690.3          578.7

 

Revenue from open book contracts totalled £491.1m (30 September 2020:
£387.7m) and from closed book contracts £199.2m (30 September 2020:
£191.0m).

 

Revenue of £155.6m (30 September 2020: £123.3m) and £82.1m (30 September
2020: £65.4m) arose from sales to the Group's two largest customers, being
groups of companies under common control.  No other single customer or group
of customers under common control contributed 10% or more to the Group's
revenue in either the current or prior period.

 

4      Non-underlying items
                                                        Six months to 30 Sept 2021  Six months to 30 Sept 2020

                                                        £m                          £m
 Cloud computing configuration and customisation costs  (3.2)                       -
 Acquisition related transaction costs                  (0.7)                       -
 Release of warranty provision                          1.0                         -
 Gain on disposal of businesses                         0.5                         -
 Net profit on disposal of assets                       0.2                         -
                                                        (2.2)                       -

 

Non-underlying items are those items of income or expenditure which, due to
their nature, size or incidence, the Directors consider should be disclosed
separately on the face of the income statement, in order to better present the
underlying performance of the business.

 

a)   Cloud computing configuration and customisation costs

Following the IFRS Interpretation Committee agenda decision published in April
2021, the Group has revised its accounting policy regarding the customisation
and configuration costs incurred when implementing a SaaS software
arrangement.

 

The Group is currently undertaking a major systems implementation for new
cloud computing software, resulting in costs of £3.2m being recognised as an
expense.  In addition, £2.2m of implementation costs were incurred in the
year to 31 March 2021. The first phase of the implementation has gone live and
was achieved on time and to budget. A further cash cost of approximately
£4-5m is expected to be charged to non-underlying items relating to the
completion of the project over the next twelve months.

 

Due to the size, nature and incidence of these costs they are presented as a
non-underlying item as they are not reflective of underlying performance.

 

b)   Acquisition related transaction costs

As part of the acquisition of Cygnia, the Group has incurred acquisition
related costs and professional fees of £0.7m which have been recognised as an
expense as required by IFRS 3 Business combinations.

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

4      Non-underlying items (continued)

 

c)   Release of warranty provision

The Group has released the value of a potential claim under a historic
warranty provision, dating back to 2015, as any outflow of economic benefits
is now considered to be remote. As the original provision was recognised as a
non-underlying item, the write-back has been recognised in a consistent
manner.

 

d)   Gain on disposal of businesses

On 3 October 2020 the Group disposed of its Containers business, and during
the period £0.5m of contingent consideration related to the disposal has been
recognised.

 

e)   Net profit on disposal of assets

The Group has disposed of several specialist vehicles that were not required
for ongoing operations. A profit on disposal of £0.2m has been recognised
during the period.

 

 

5      Net financing costs
                                                    Six months to  Six months to 30 Sept 2020

                                                    30 Sept 2021   £m

                                                    £m
 Recognised in the income statement
 Interest income                                    -              0.1
 Interest on the net defined benefit pension asset  0.6            1.1
                                                    0.6            1.2
 Interest expense                                   (1.2)          (1.4)
 Interest on lease liabilities                      (1.7)          (1.8)
 Unwinding of discount on provisions                (0.2)          (0.3)
                                                    (3.1)          (3.5)
 Net financing costs                                (2.5)          (2.3)

 

6      Government grants and other support

 

During the current financial period no government grants have been received.
In the six months to 30 September 2020 the Group received £12.4m under the
Coronavirus Job Retention Scheme (CJRS) which the UK Government made available
to help companies affected by Covid-19. The scheme was utilised as it was
intended to avoid redundancies in areas of the business that were
significantly impacted by the pandemic. However, following the strong
performance during the second half of the year to 31 March 2021 the Group
repaid £5.8m of the support received. The Group elected to recognise the
grant as a credit against the related staff costs and not as an item of other
income.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

7      Income tax expense
 Recognised in the income statement                                          Six         Six

                                                                             months to   months to

                                                                             30 Sept     30 Sept

                                                                             2021        2020

                                                                             £m          £m
 Current tax expense
 Current year                                                                1.8         2.8
 Adjustments for prior years                                                 -           (1.2)
                                                                             1.8         1.6
 Deferred tax expense
 Current year                                                                2.3         1.5
                                                                             2.3         1.5
 Total income tax expense                                                    4.1         3.1
 Recognised in other comprehensive income
 Items which will not subsequently be reclassified to the Income statement:
 Remeasurements of defined benefit pension asset                             5.4         (13.9)
 Recognised directly in equity
 Current tax on share based payment transactions                             0.2         -
 Deferred tax on share based payment transactions                            (0.1)       (0.1)

 

In accordance with IAS 34 Interim Financial Reporting the tax expense
recognised in the income statement for the half year is calculated on the
basis of the estimated underlying effective full year tax rate of 17.2% (30
September 2020: 16.1%).

 

The main UK Corporation tax rate remained at 19% (30 September 2020: 19%).

 

The closing UK deferred tax asset is calculated based on the rate of 25% which
was substantively enacted at the balance sheet date. The increase in the tax
rate at which the UK deferred tax rate is calculated has increased the closing
UK deferred tax liability by £2.7m.

 

8      Earnings per share

 

The basic earnings per share of 16.9p (30 September 2020: 12.9p) is calculated
based on the profit attributable to the equity shareholders of Wincanton plc
of £21.0m (30 September 2020: £16.0m) and the weighted average shares of
124.2m (30 September 2020: 124.0m) which have been in issue throughout the
period.

 

The diluted earnings per share of 16.7p (30 September 2020: 12.8p) is
calculated based on there being 1.8m (30 September 2020: 1.3m) additional
shares deemed to be issued at £nil consideration under the Company's share
option schemes. The weighted average number of ordinary shares for both basic
and diluted earnings per share is calculated as follows:

                                                                      Six months to  Six months to

                                                                      30 Sept        30 Sept

                                                                      2021           2020

                                                                      Millions       Millions

 Weighted average number of Ordinary Shares (basic)
 Issued Ordinary Shares at the beginning of the period                124.1          123.9
 Net effect of shares issued and purchased during the period          0.1            0.1
                                                                      124.2          124.0
 Weighted average number of Ordinary Shares (diluted)
 Weighted average number of Ordinary Shares at the end of the period  124.2          124.0
 Potential ordinary shares                                            1.8            1.3
                                                                      126.0          125.3

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

9      Dividends

 

During the period a final dividend of 7.50p per share was paid, relating to
the year ended 31 March 2021 (2020: £nil per share).

 

The Board has declared an interim dividend of 4.0p per share for the period
ended 30 September 2021 (30 September 2020: 2.85p per share) which will be
paid on 31 December 2021 to shareholders on the register on 3 December 2021,
an estimated total of £5.0m.

 

10    Goodwill and intangible assets

 

Additions and disposals

With the exception of any amounts disclosed in note 18, during the half year
to 30 September 2021 the Group acquired intangible assets with a cost of £nil
(30 September 2020: £1.6m).

 

11    Property, plant and equipment

 

Additions and disposals

With the exception of any amounts disclosed in note 18, during the half year
to 30 September 2021 the Group acquired tangible fixed assets with a cost of
£2.3m (30 September 2020: £1.2m).  Assets with a carrying amount of £0.3m
were disposed of during the half year to 30 September 2021 (30 September 2020:
£0.4m).

 

Capital commitments

 

At 30 September 2021 the Group had entered into contracts to purchase
property, plant and equipment for £0.1m (30 September 2020: £0.3m); delivery
is expected in the second half of the year to 31 March 2022.

 

12    Analysis of changes in net debt
                                                 1 April  Cash flow  On acquisition  Non-cash movements  30 Sept

£m

                                                 2021                £m              £m                  2021

£m
£m
 Cash and bank balances                          30.6     (9.4)      2.4             -                   23.6
 Bank overdrafts classified as cash equivalents  (3.6)    3.6        -               -                   -
 Bank loans and overdrafts                       (15.1)   (10.9)     (14.0)          -                   (40.0)
 Net debt excluding lease liabilities            11.9     (16.7)     (11.6)          -                   (16.4)
 Lease liabilities                               (145.7)  15.2       (29.1)          (17.1)              (176.7)
 Net debt including lease liabilities            (133.8)  (1.5)      (40.7)          (17.1)              (193.1)

 

 Restated (1)                                        1 April  Cash flow  Non-cash movements  30 Sept

£m

                                                     2020                £m                  2020

£m
£m
 Cash and bank balances                              79.0     (8.0)      -                   71.0
 Bank overdrafts classified as cash equivalents      (12.0)   10.4       -                   (1.6)
 Bank loans and overdrafts                           (77.1)   71.0       -                   (6.1)
 Net debt excluding lease liabilities                (10.1)   73.4       -                   63.3
 Lease liabilities                                   (129.7)  18.0       (5.2)               (116.9)
 Net debt including lease liabilities                (139.8)  91.4       (5.2)               (53.6)

(1 )The comparatives have been restated due to prior period adjustments as
explained in Note 1 'Accounting policies'.

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

12    Analysis of changes in net debt (continued)

 

                                                 1 April  Cash flow  Non-Cash movements  31 March

£m

                                                 2020                £m                  2021

£m
£m
 Cash and bank balances                          79.0     (48.4)     -                   30.6
 Bank overdrafts classified as cash equivalents  (12.0)              -

                                                          8.4                            (3.6)
 Bank loans and overdrafts                       (77.1)   62.0       -                   (15.1)
 Net debt excluding lease liabilities            (10.1)   22.0       -                   11.9
 Lease liabilities                               (129.7)  38.8       (54.8)              (145.7)
 Net debt including lease liabilities            (139.8)  60.8       (54.8)              (133.8)

 

Cash and bank balances include restricted cash, being deposits held by the
Group's insurance subsidiary of £2.8m (30 September 2020: £3.5m, 31 March
2021: £1.8m).

 

13         Assets and liabilities classified as held for sale

In the period to 30 September 2020, following a review of the Group's
activities, the Board identified the Containers business as non-core.  A
short competitive tender process was held in the first half of the year and a
purchaser identified.  In addition, certain vehicles were surplus to
requirement at 30 September 2020 and their value was expected to be recovered
by their sale and not through ongoing use in the business.

The related assets and liabilities were therefore classified as held for sale
at 30 September 2020.  No impairment was recognised on classification as held
for sale. The disposal of the Containers business completed on 17 October
2020, resulting in a small net gain on disposal after transaction and other
disposal costs are taken into account.  The Containers business did not meet
the definition of a discontinued operation.

The major classes of assets and liabilities classified as held for sale are:

 

                                          30 September 2021  30 September 2020  31 March

                                          £m                 £m                  2021

                                                                                £m
 Property, plant and equipment            0.2                4.0                0.9
 Right-of-use assets                      -                  1.6                -
 Inventories                              -                  0.2                -
 Assets classified as held for sale       0.2                5.8                0.9
 Lease liabilities                        -                  (3.1)              -
 Liabilities classified as held for sale  -                  (3.1)              -

 

 

14         Leases

 

Additions and disposals

During the period to 30 September 2021, with the exception of the amounts
disclosed in note 18, the Group recognised lease liabilities and corresponding
right-of-use assets with a value of £11.2m (30 September 2020: £6.8m). In
addition, lease modifications resulted in an increase in the value of lease
liabilities and corresponding right-of-use assets of £12.3m (30 September
2020: £nil). Right-of-use assets with a carrying amount of £7.7m were
disposed of and lease liabilities of £8.0m were derecognised during the
period to 30 September 2021 (30 September 2020: £0.3m).

 

Lease commitments

 

At 30 September 2021 the Group had committed to enter into lease arrangements
valued at £8.7m (31 March 2021: £9.3m); delivery is expected in the second
half of the year to 31 March 2022.

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

15      Provisions
                                                                    Other provisions

                                             Insurance   Property   £m                Total

                                             £m          £m                           £m
 At 1 April 2021                             24.6        9.4        5.0               39.0
 Acquired as part of a business combination  -           4.4        0.6               5.0
 Provisions made during the period           5.1         0.2        1.1               6.4
 Provisions used during the period           (2.7)       (0.9)      -                 (3.6)
 Provisions released during the period       (2.1)       -          (2.3)             (4.4)
 Unwinding of discount                       0.1         0.1        -                 0.2
 At 30 September 2021                        25.0        13.2       4.4               42.6

 Current                                     6.3         3.8        4.4               14.5
 Non-current                                 18.7        9.4        -                 28.1
                                             25.0        13.2       4.4               42.6

 

The Group owns 100% of the share capital of an insurance company which insures
certain risks of the Group. The insurance provisions in the above table are
held in respect of outstanding insurance claims, the majority of which are
expected to be paid within one to seven years.  Provisions are released when
the obligation no longer exists or there is a reduction in management's
estimate of the liability.  The discount unwinding arises primarily on the
employers' liability policy which is discounted over a period of seven years
at a rate based on the Group's assessment of a risk free rate. The Group
provides standby letters of credit to the fronting insurer for employers'
liability and motor third party claims totalling £19.6m (31 March 2021:
£18.6m).

 

The property provisions are determined on a site by site basis and comprise
primarily provisions for dilapidations.  Dilapidation provisions comprise
dilapidation estimates made in the normal course of business. Provisions are
released when the obligation no longer exists or there is a reduction in the
estimate. They are expected to be utilised at the end of the lease term.
Estimated costs have been discounted at a rate based on the Group's assessment
of a risk free rate.

 

Other provisions include the estimated costs of warranties and indemnities
provided on disposal of businesses together with provision for sundry claims
and settlements where the outcome is uncertain.

 

16      Contingent liability

 

From time to time, the Group is notified of legal claims in respect of work
carried out and the potential exposure can be material. Where management
believes we are in a strong position to defend these claims and the likelihood
of outflow of economic benefit is not probable, no provision is made.

 

The Group has recently received notification of a potential claim from a
former customer and is in the process of receiving the full facts and
circumstances connected with this matter. At this time, the Group considers
that it is not probable that any claim will result in an outflow of economic
benefit. The Group is actively seeking further information to substantiate the
allegations made. Given the early stage of the legal and commercial process it
is not practicable to make an estimate of the potential financial impact. In
parallel, the Group continues to work with its insurance providers to confirm
coverage if required.

 

17      Employee benefits

The Group operates a funded pension scheme with a net surplus of £70.2m at 30
September 2021 (31 March 2021: £50.8m). The movement in the pension net asset
is due to employer contributions of £9.7m paid into the Scheme plus net
actuarial movements of £10.1m on pension assets and liabilities.

During the period the net expense recognised in the income statement was
£0.3m (30 September 2020: net income of £0.2m).

 

 

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

17      Employee benefits (continued)

The values of scheme assets and liabilities are shown below.

 

                        30 September 2021  30 September 2020  31 March

                        £m                 £m                  2021

                                                              £m
 Assets                 1,256.4            1,284.5            1,211.9
 Liabilities            (1,188.8)          (1,260.2)          (1,163.7)
                        67.6               24.3               48.2
 Presented as:
 Non-current asset      70.2               26.9               50.8
 Non-current liability  (2.6)              (2.6)              (2.6)
                        67.6               24.3               48.2

 

The principal actuarial assumptions for the Scheme and for the UK unfunded
arrangement at the balance sheet date were as follows:

 

                                               30 Sept    30 Sept 2020  31 March

%

                                               2021                     2021

%
                                               %
 Discount rate                                 2.00       1.55          2.00
 Price inflation rate - RPI                    3.55       3.10          3.40
 Price inflation rate - CPI                    2.95       2.20          2.80
 Rate of increase of pensions in deferment(1)  2.50-2.95  2.20          2.50-2.80
 Rate of increase of pensions in payment(1)    2.10-3.40  1.80-3.05     2.05-3.30

(1 )A range of assumed rates exists due to the application of annual caps and
floors to certain elements of service.

 

Sensitivity to changes in assumptions

 

The sensitivity of the present value of the Scheme's liabilities and, due to
hedging, the fair value of its assets, to changes in key actuarial assumptions
are set out in the following table.

 

                             Change in assumption  (Increase)/             Increase/

                                                   decrease in liability   (decrease) in assets

                                                   £m                      £m
 Discount rate               + 0.25%               47.0                    (56.0)
 Credit spread               + 0.25%               47.0                    (6.0)
 Price inflation rate - RPI  + 0.25%               (33.0)                  27.0
 Mortality rate              + 1 year              (59.0)                  -

 

The illustrations consider the results of only a single assumption changing
with the others assumed unchanged and includes the impact of the interest rate
and inflation rate hedging. In reality, it is more likely that more than one
assumption would change and potentially the results would offset each other.

 

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

18      Business combinations

On 10 September 2021, the Group acquired 100% of the equity shares in
Caledonia Bidco Limited and its subsidiaries which include Cygnia Logistics
Limited (Cygnia). Cygnia is a specialist mid-market eCommerce and multichannel
eFulfilment provider with expertise spanning the full breadth of their
customers' requirements, including high-volume order fulfilment, returns and
carrier management services. The acquisition is in line with the Group's
strategic focus on eCommerce and provides access to exciting new growth
opportunities in the mid-market sector.

 

As the Group is in the process of establishing the fair value of the assets
acquired and the liabilities assumed, the fair values presented below are
provisional.

 

                                                                             £m
 Tangible assets                                                             3.7
 Right-of-use assets                                                         29.6
 Intangible assets                                                           0.5
 Inventories                                                                 0.1
 Trade and other receivables                                                 7.6
 Cash and cash equivalents                                                   2.4
 Trade and other payables                                                    (4.5)
 Financial liabilities - interest bearing borrowings                         (14.0)
 Provisions                                                                  (5.0)
 Lease liabilities                                                           (29.1)
 Provisional fair value of net liabilities acquired                          (8.7)
 Purchase consideration:
 Cash paid                                                                   16.0
 Amounts eligible for repayment upon settlement of                           (0.3)

 acquired liabilities
 Total purchase consideration                                                15.7
 Excess of purchase consideration over net liabilities acquired              24.4

 

In addition to the cash purchase consideration paid of £16.0m above, the
Group immediately settled Cygnia's interest bearing borrowings and amounts due
to a debt factoring company of £11.8m and £2.2m respectively and acquired
cash of £2.4m.

 

Purchase consideration of £1.7m was paid into escrow to cover certain
indemnities provided by the seller. The Group's best estimate of the amounts
to be recovered from the seller is £0.3m as highlighted above.

 

The excess of purchase consideration includes amounts paid for goodwill and
acquired intangible assets. Due to the acquisition being completed close to
the reporting date, the Group is in the process of determining the fair value
of intangible assets acquired. The excess of purchase consideration over net
liabilities acquired has been included in goodwill and intangible assets in
the consolidated balance sheet as at 30 September 2021.

 

Gross trade receivables were £5.6m on acquisition, of which £5.6m are
expected to be recovered.

 

During the period, the acquisition contributed £2.1m to revenue and an
operating loss of £0.1m. If the acquisition had occurred at the beginning of
the period, it would have contributed £19.2m of revenue and an operating loss
of £0.4m.

 

 

 

Notes to the consolidated half year financial statements (continued)

for the six months to 30 September 2021 (unaudited)

 

19      Related Parties

Related party relationships exist with the Group's subsidiaries, key
management personnel, pension schemes and employee benefit trust. A full
explanation of the Group's related party relationships is provided on page 124
of the Annual Report and Accounts 2021.

 

There are no material transactions with related parties or changes in the
related party transactions described in the last annual report that have had,
or are expected to have, a material effect on the financial performance or
position of the Group in the six month period ended 30 September 2021.

 

INDEPENDENT REVIEW REPORT TO WINCANTON PLC

Introduction

We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
September 2021 which comprises the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated balance
sheet, the consolidated statement of changes in equity, the consolidated
statement of cash flows and the related explanatory notes.

We have read the other information contained in the half-yearly financial
report and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set of
financial statements.

Directors' responsibilities

The half-yearly financial report is the responsibility of and has been
approved by the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the group will be
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this interim financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, ''Interim Financial Reporting''.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.

Scope of review

We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information
Performed by the Independent Auditor of the Entity'', issued by the Financial
Reporting Council for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 September 2021 is not prepared,
in all material respects, in accordance with UK adopted International
Accounting Standard 34, and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.

 

INDEPENDENT REVIEW REPORT TO WINCANTON PLC (continued)

Use of our report

Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting its responsibilities in respect of half-yearly
financial reporting in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.

 

BDO LLP

Chartered Accountants

London

18 November 2021

 

BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).

 

Shareholders' enquiries

 

All administrative enquiries relating to shareholdings should, in the first
instance, be directed to the Registrar at the following address:

 

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

 

Telephone: +44 (0) 371 384 2272

Email: customer@equiniti.com

Website: www.shareview.co.uk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR UWOWRAUUAAAA

Recent news on Wincanton

See all news