Half-year Report

RNS Number : 6697I
Carr's Group PLC
20 April 2022
 

 

20 April 2022

 

 

CARR'S GROUP PLC ("Carr's" or the "Group")

INTERIM RESULTS

For the 26 weeks ended 26 February 2022

"A robust performance in the period with full year expectations unchanged"

 

Carr's (CARR.L), the Agriculture and Engineering Group, announces its Interim Results for the 26 weeks ended 26 February 2022.

 

Financial highlights

 

 

 

  Adjusted 1

H1 2022

Adjusted 1

H1 2021

(restated) 2

 

 

+/-

Revenue (£m)

222.7

201.4

+10.6%

Adjusted1 operating profit (£m)

10.8

11.0

-1.9%

Adjusted1 profit before tax (£m)

10.3

10.5

-2.3%

Adjusted1 EPS (p)

7.6

8.3

-8.4%

Net debt3 (£m)

 

29.9

10.6

+182.8%

 

 

 

 

Statutory

H1 2022

 

Statutory

H1 2021

(restated) 2

 

 

 

+/-

Revenue (£m)

222.7

201.4

+10.6%

Operating profit (£m)

10.0

10.0

+0.2%

Profit before tax (£m)

9.5

9.5

-0.1%

Basic EPS (p)

7.6

7.8

-2.6%

Interim dividend (p)

1.175

1.175

-

 

1   Adjusted results are consistent with how business performance is measured internally and are presented to aid comparability of performance.  Adjusting items are disclosed in note 8

2   Prior period restatement recognised in relation to the adoption of the IFRIC agenda decision on cloud configuration and customisation costs in April 2021. Further details can be found in note 18

Excluding leases. Further details of net debt can be found in note 12

 

 

Highlights

 

· Strong performance in Agricultural Supplies despite significant raw material cost increases

· Engineering order book value increased 14% during H1 with improved utilisation and stronger margins

· Speciality Agriculture margins impacted by timing difference between input cost increases and sale price movements

· Full year outlook in line with Board's expectations


Outlook

 

During the second half, an improved performance in Engineering, where order books stand at record levels, together with continued positive trading in Agricultural Supplies are expected to offset volume and pricing challenges in Speciality Agriculture.  The Board is confident in the prospects of all three divisions in the medium term and its full year expectations are unchanged. 

 

 

 

Peter Page, Executive Chairman, commented:

 

"Carr's Group has performed well in the first half, with a strong performance in Agricultural Supplies at a time of extraordinary raw material cost increases and a marked recovery in Engineering offsetting input cost impact on margins in Speciality Agriculture. The outlook for the second half remains positive with the group on track to meet the Board's expectations for the full year."

 

 

 

 

Enquiries:

 

Carr's Group plc
Peter Page (Executive Chairman)
Neil Austin (Chief Financial Officer)

Tel: +44 (0) 1228 554 600

 

 

Powerscourt
Nick Dibden / Nick Hayns / Sam Austrums

Tel: +44 (0) 20 7250 1446

 

About Carr's Group plc:

Carr's is an international leader in manufacturing value added products and solutions, with market leading brands and robust market positions in Agriculture and Engineering, supplying customers in over 50 countries around the world. Carr's operates a decentralised business model that empowers operating subsidiaries enabling them to be competitive, agile, and effective in their individual markets whilst setting overall standards and goals.

 

Its Speciality Agriculture division manufactures and supplies feed blocks, minerals and boluses containing trace elements and minerals for livestock.

 

Its Agricultural Supplies division manufactures compound animal feed, distributes farm machinery and fuels, and runs a UK network of rural stores, providing a one-stop shop for the farming community.

 

Its Engineering division designs and manufactures bespoke equipment, including robotic and remote handling equipment, and provides technical services primarily into nuclear, oil and gas, and defence industries.

 

 

INTERIM MANAGEMENT REPORT

 

RESULTS

 

The Group has delivered a half year result broadly in line with the prior year, but behind the Board's expectations for the period. With a stronger performance anticipated in Engineering in H2, full year expectations are unchanged.

 

During the 26 weeks ended 26 February 2022 revenues increased to £222.7m (H1 2021: £201.4m). Adjusted operating profit of £10.8m (H1 2021: restated £11.0m) was 1.9% down on the prior year.  Adjusted profit before tax reduced by 2.3% to £10.3m (H1 2021: restated £10.5m).

 

Adjusted earnings per share decreased by 8.4% to 7.6p (H1 2021: restated 8.3p).

 

MARKET INFORMATION
 

During the period, significant raw material cost inflation has affected all parts of the business.

 

The Engineering division successfully managed the impact of steel and component cost increases through existing contract arrangements.

 

Management is confident that pricing in all parts of the UK-based Agricultural Supplies division correctly reflects the rapidly changing raw material cost base, so far with limited impact on volumes.

 

In Speciality Agriculture changes to selling prices lagged cost increases in the early part of the year due to the time gap between orders received and delivery in a period of rapid cost movement, but costs and prices have since been brought into line and the situation has stabilised at higher levels. Volume demand has been relatively strong in the first half. Second half volumes may be adversely impacted by higher prices and drought in some parts of the USA. Management will closely monitor UK volumes through the summer months when customers may decide to limit outgoings by more intensive use of grazing and pasture.

 

SPECIALITY AGRICULTURE

 

The Speciality Agriculture division manufactures livestock supplements including feed blocks, minerals, and trace element boluses, which are distributed to farmers across the UK, Europe, North America, and New Zealand.

 

 

H1 2022

H1 2021 (restated)

% Change

Revenue

£42.7m

£40.2m

+6.2%

Adjusted operating profit

£6.5m

£8.3m

-21.1%

Adjusted operating margin

15.3%

20.5%

 

 

In the UK and Ireland, feed blocks sales remained strong where volumes increased on the prior year by 2.5%.  Feed block volumes in Europe also increased by 4.5% and continued to grow in New Zealand.  Performance in the USA, where volumes (excluding JVs) were 5.9% down on the prior year, was impacted by lower livestock numbers in certain areas due to a reduction in forage availability resulting from drought, reducing demand for feed blocks.

 

Animal health revenues were down compared to the prior year, which had benefitted from increased sales in advance of the UK:EU trade deal in December 2020.

 

As reported in the Group's January trading update, margin erosion was seen across the division due to a lag in passing through increases in raw material prices.  Inflationary costs have now been fully passed through into selling prices.

 

AGRICULTURAL SUPPLIES

 

The Agricultural Supplies division includes our UK network of country stores, fuel depots, machinery franchises, and compound feed business.

 

 

H1 2022

H1 2021

% Change

Revenue

£158.7m

£137.7m

+15.3%

Adjusted operating profit

£3.9m

£3.3m

+19.1%

Adjusted operating margin

2.5%

2.4%

 

 

The division performed well overall in the period.  Livestock and milk prices remain high, although rising input costs continue to present a significant challenge for farmers.

 

Total feed sales volumes were 2.5% lower compared to the prior year, although selling prices were 26.3% higher in the period primarily due to the pass through of rising input costs.

 

Machinery revenues remained strong and 0.4% ahead of the prior year.  In the period a new machinery branch opened in Stranraer, and another will be opening in Thirsk later this financial year. 

 

Total retail sales were up 4.1%, with like-for-like sales showing the same level of increase.  In the period an e-commerce site was launched in part of the business, which is expected to be rolled out more broadly in this calendar year.

 

As previously reported, milder weather seen over the winter period led to fuel volumes being down 8.5% versus the prior year.

 

ENGINEERING

 

The Engineering division includes fabrication and precision engineering businesses in the UK, robotics businesses in the UK, Europe and USA, and engineering solutions businesses in the UK and USA.

 

 

H1 2022

H1 2021

% Change

Revenue

£21.3m

£23.6m

-9.6%

Adjusted operating profit

£1.5m

£0.9m

+58.2%

Adjusted operating margin

6.8%

3.9%

 

 

Performance across the division improved significantly against the prior year but remained behind the Board's expectations for the period.  The order book continues to be strong with £44.2m recorded at the period end, being 8.6% higher than at the half year in the prior year and 13.8% higher than the year end position of £38.8m.

 

The fabrication and precision engineering business performed well in the period, benefitting from high activity levels and a recovery in the oil and gas market.  Work continues to progress well through the Cumbrian Manufacturing Alliance, which was formed in 2021 to secure larger projects in the UK nuclear sector.

 

The robotics business performed as expected.  During the period the business achieved a significant milestone, securing its first contract to supply a power manipulator in the USA to an internationally renowned research institution.  The business also completed development of the A150, which is a new, small-scale telescopic manipulator for the growing nuclear medicine market.

 

The engineering solutions business experienced challenges in the period, largely due to delays and higher costs than anticipated on one defence project, where installation work is complete and commissioning is expected this calendar year, and technical faults on a service contract where work will be completed at a later date.

 

REVIEW OF STRATEGIC OPTIONS

In January the Board announced it would undertake a review of the strategic options for each of the three divisions to evaluate potential to grow shareholder value. This work has progressed well with an assessment of internal and external market information nearing completion.  The Board will provide an update during the second half of the financial year.

 

FINANCE REVIEW

Adjusted results

 

Revenue increased by 10.6% to £222.7m (H1 2021: £201.4m), with increases of 6.2% in Speciality Agriculture and 15.3% in Agricultural Supplies offset by a reduction in Engineering of 9.6%.

 

Adjusted operating profit fell 1.9% to £10.8m (H1 2021: restated £11.0m). Strong performances in Agricultural Supplies, up 19.1%, and Engineering, up 58.2%, offsetting a reduction in Speciality Agriculture of 21.1%.

 

Central costs were 24.6% lower at £1.1m (H1 2021: restated £1.5m), primarily due to lower performance-based remuneration under current interim executive arrangements.  

 

Net finance costs of £0.5m (H1 2021: £0.5m) were slightly higher due to a higher level of borrowings compared to the same period in the prior year.

 

The Group's adjusted profit before tax decreased by 2.3% to £10.3m (H1 2021: restated £10.5m). Adjusted earnings per share, which was impacted by a higher non-controlling interest from Agricultural Supplies, decreased by 8.4% to 7.6p (H1 2021: restated 8.3p).

 

Adjusting items

 

The Group provides the adjusted profit measures referred to above to present additional useful information on business performance consistent with how business performance is measured internally. These measures show underlying profits before certain adjusting items. Adjusting items during the period were a net charge of £0.8m (H1 2021: restated £1.0m), consisting of cloud computing costs of £1.2m (H1 2021: restated £0.8m), amortisation of acquired intangible assets of £0.5m (H1 2021: £0.6m), and strategic review costs of £0.4m (H1 2021: nil), offset by the release of contingent consideration of £1.3m (H1 2021: £0.7m).  The prior period also included restructuring costs of £0.2m.

 

Statutory results

 

Reported operating profit on a statutory basis was £10.0m (H1 2021: restated £10.0m) and reported profit before tax was £9.5m (H1 2021: restated £9.5m). Basic earnings per share on a statutory basis was 7.6p (H1 2021: restated 7.8p).

 

Balance sheet and cash flow

 

Net cash used in operating activities in the first half was £15.2m (H1 2021: restated: cash generated of £13.4m).

 

Net debt, excluding leases, increased to £29.9m from £10.0m at the financial year end (H1 2021: £10.6m). This is primarily related to cash absorbed into working capital, particularly receivables and inventories of £19.7m and £8.9m respectively.  The majority of this relates to Agricultural Supplies, where receivables are higher due to a combination of higher selling prices and some slower collections. Inventories are higher due to a combination of higher prices and a decision to hold more machinery inventory.  This is expected to reverse in the second half.

 

The Group's defined benefit pension scheme remains in surplus, with a balance of £10.0m compared to £9.4m at 28 August 2021.

 

Shareholder's equity

 

Shareholders' equity at 26 February 2022 was £122.7m (28 August 2021: £118.1m).

 

A first interim dividend of 1.175 pence per ordinary share will be paid on 7 June 2022 to shareholders on the register on 29 April 2022. The ex-dividend date will be 28 April 2022.

 

BOARD SUCCESSION

 

The Board has recruitment processes running for a CEO and an additional Non-Executive Director. These are progressing to plan and the Board will update shareholders in due course.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Group has a process in place to identify and assess the impact of risks on its business, which is reviewed and updated quarterly. The principal risks and uncertainties for the remainder of the financial year are not considered to have changed materially from those included on pages 33 to 36 of the Annual Report and Accounts 2021 (available on the Company's website at http://investors.carrsgroup.com).

 

OUTLOOK

During the second half, an improved performance in Engineering, where order books stand at record levels, together with continued positive trading in Agricultural Supplies are expected to offset volume and pricing challenges in Speciality Agriculture.  The Board is confident in the prospects of all three divisions in the medium term, and its full year expectations are unchanged. 

 

 

CONDENSED CONSOLIDATED INCOME STATEMENT

For the 26 weeks ended 26 February 2022

 

 

 

  26 weeks   ended

26 February

  2022

(unaudited)

  26 weeks

  ended

  27 February

  2021

  (unaudited)  (restated) 2

 

  52 weeks

  ended

  28 August

  2021

  (audited)

 

Notes

  £'000

  £'000

  £'000

Continuing operations

 

 

 

 

 

 

 

 

 

Revenue

6,7

222,706

201,435

  417,254

Cost of sales

 

(198,972)

(173,412)

  (365,174)

 

 

 

 

 

Gross profit

 

23,734

28,023

  52,080

 

 

 

 

 

Net operating expenses

 

(15,135)

(20,154)

  (39,218)

Adjusted ¹ share of post-tax results of associate

 

678

920

  1,525

Adjusting items

8

(261)

(73)

  (694)

Share of post-tax results of associate

 

417

847

  831

Share of post-tax results of joint ventures

 

998

1,276

  1,421

Impairment of joint venture (adjusting item)

8

-

-

  (2,090)

 

 

 

 

 

Adjusted ¹ operating profit

6

10,781

10,993

  17,585

Adjusting items

8

(767)

(1,001)

  (4,561)

Operating profit

6

10,014

9,992

  13,024

 

 

 

 

 

Finance income

 

161

135

  260

Finance costs

 

(691)

(633)

  (1,232)

 

 

 

 

 

Adjusted ¹ profit before taxation

6

10,251

10,495

  16,613

Adjusting items

8

(767)

(1,001)

  (4,561)

Profit before taxation

6

9,484

9,494

  12,052

 

 

 

 

 

Taxation

 

(1,573)

(1,600)

  (2,400)

Adjusted ¹ profit for the period

6

8,305

8,589

  14,675

Adjusting items

8

(394)

(695)

  (5,023)

 

 

 

 

 

Profit for the period

 

7,911

7,894

  9,652

 

 

 

 

 

Profit attributable to:

 

 

 

 

Equity shareholders

 

7,127

7,199

  7,712

Non-controlling interests

 

784

695

  1,940

 

 

 

 

 

 

 

 

 

 

 

 

7,911

7,894

  9,652

 

 

 

 

 

 

 

 

 

 

Earnings per share (pence)

 

 

 

 

Basic

9

7.6

7.8

8.3

Diluted

9

7.5

7.5

8.1

Adjusted ¹

9

7.6

8.3

13.2

Diluted adjusted ¹

9

7.5

8.1

13.0

 

 

 

 

 

 

1   Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting items are discussed in note 8. Adjustments made to calculate adjusted earnings per share can be found in note 9. An alternative performance measures glossary can be found in note 19.

 

2   See note 18 for an explanation of the prior period restatement recognised in relation to the adoption of the IFRIC agenda decision on cloud configuration and customisation costs.
 

  CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 26 weeks ended 26 February 2022

 

 

 

 

  26 weeks)   ended

  26 February)

  2022

  (unaudited)

  26 weeks   ended

  27 February   2021

  (unaudited) (restated) [1]

   

  52 weeks

  Ended

  28 August

  2021

  (audited)

 

Notes

  £'000

  £'000

  £'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

 

7,911

7,894

9,652

 

 

 

 

 

Other comprehensive income/(expense)

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

Foreign exchange translation gains/(losses) arising on

  translation of overseas subsidiaries

 

 

123

 

(1,752)

 

(1,781)

Net investment hedges

 

133

76

165

Taxation charge on net investment hedges

 

(25)

(14)

(31)

 

 

 

 

 

Items that will not be reclassified subsequently to profit or loss:

 

 

 

 

Actuarial gains/(losses) on retirement benefit asset:

 

 

 

 

- Group

14

530

(295)

1,205

- Share of associate

 

-

-

578

 

 

 

 

 

Taxation (charge)/credit on actuarial gains/(losses) on retirement benefit asset:

 

 

 

 

- Group

 

(133)

56

(301)

- Share of associate

 

-

-

(144)

 

 

 

 

 

Other comprehensive income/(expense) for the period, net of tax

628

(1,929)

(309)

 

 

 

 

 

Total comprehensive income for the period

 

8,539

5,965

9,343

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

Equity shareholders

 

7,755

5,270

7,403

Non-controlling interests

 

784

695

1,940

 

 

 

 

 

 

 

8,539

5,965

9,343

 

 

 

 

 

1   See note 18 for an explanation of the prior period restatement recognised in relation to the adoption of the IFRIC agenda decision on cloud configuration and customisation costs.
 

 

CONDENSED CONSOLIDATED BALANCE SHEET

As at 26 February 2022

 

 

 

 

  As at

  26 February

  2022

  (unaudited)

  As at

  27 February

  2021

  (unaudited)   (restated) [1]

 

  As at

  28 August

  2021 

  (audited)

 

Notes

   '000

  £'000

  £'000

Non-current assets

 

 

 

 

Goodwill

11

31,634

31,530

31,560

Other intangible assets

11

4,656

5,705

5,151

Property, plant and equipment

11

37,155

35,609

36,198

Right-of-use assets

11

15,816

16,265

16,777

Investment property

11

149

155

152

Investment in associate

 

14,687

14,522

14,268

Interest in joint ventures

 

8,445

11,492

9,482

Other investments

 

72

72

72

Contract assets

 

310

-

312

Financial assets

 

 

 

 

- Non-current receivables

 

20

20

20

Retirement benefit asset

14

9,964

7,807

9,371

 

 

122,908

123,177

123,363

 

 

 

 

 

Current assets

 

 

 

 

Inventories

 

51,926

43,392

43,226

Contract assets

 

6,623

7,885

7,202

Trade and other receivables

 

82,356

59,496

61,735

Current tax assets

 

3,216

2,705

2,669

Financial assets

 

 

 

 

- Cash and cash equivalents

12

28,457

24,838

24,309

 

 

172,578

138,316

139,141

 

 

 

 

 

Total assets

 

295,486

261,493

262,504

 

 

 

 

 

Current liabilities

 

 

 

 

Financial liabilities

 

 

 

 

- Borrowings

12

(37,069)

(8,580)

(11,113)

- Leases

 

(3,301)

(2,965)

(2,967)

Contract liabilities

 

(1,372)

(3,019)

(2,447)

Trade and other payables

 

(74,054)

(67,704)

(69,526)

Current tax liabilities

 

(254)

(494)

(42)

 

 

(116,050)

(82,762)

(86,095)

Non-current liabilities

 

 

 

 

Financial liabilities

 

 

 

 

- Borrowings

12

(21,246)

(26,815)

(23,159)

- Leases

 

(11,982)

(12,177)

(12,458)

Deferred tax liabilities

 

(5,560)

(4,830)

(5,503)

Other non-current liabilities

 

(28)

(1,370)

(55)

 

 

(38,816)

(45,192)

(41,175)

 

 

 

 

 

Total liabilities

 

(154,866)

(127,954)

(127,270)

 

 

 

 

 

Net assets

 

140,620

133,539

135,234

 

 

 

 

 

Shareholders' equity

 

 

 

 

Share capital

15

2,349

2,330

2,343

Share premium

15

10,465

9,613

10,155

Other reserves

 

2,825

2,363

2,578

Retained earnings

 

107,017

102,071

103,006

Total shareholders' equity

 

122,656

116,377

118,082

Non-controlling interests

 

17,964

17,162

17,152

Total equity

 

140,620

133,539

135,234

           

 

1 See note 18 for an explanation of the prior period restatement recognised in relation to the adoption of the IFRIC agenda decision on cloud configuration and customisation costs.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 26 weeks ended 26 February 2022

 

 

 

  Share

  Capital

 

Share

Premium

  Treasury

 Share

 Reserve

  Equity

  Compensation   Reserve

  Foreign Exchange

Reserve

 

  Other   Reserve

 

Retained

Earnings

  Total Shareholders'   Equity

  Non-  Controlling   Interests

 

Total

Equity

 

  £'000

£'000

  £'000

  £'000

  £'000

  £'000

  £'000

  £'000

  £'000

£'000

At 29 August 2021

(audited)

 

2,343

 

  10,155

 

  -

 

  480

 

1,903

 

195

 

103,006

 

118,082

 

17,152

 

135,234

Profit for the period

-

  -

  -

  -

-

-

7,127

7,127

784

7,911

Other comprehensive income

-

  -

  -

  -

231

-

397

628

-

628

Total comprehensive income

-

  -

  -

  -

231

-

7,524

7,755

784

8,539

Dividends paid

-

  - 

  -

  -

-

-

(3,583)

(3,583)

-

(3,583)

Equity-settled share-based payment transactions

 

-

 

  -

 

  -

 

  18

 

-

 

-

 

68

 

86

 

28

 

114

Allotment of shares

6

  310

  -

  -

-

-

-

316

-

316

Transfer

-

  - 

  -

  -

-

(2)

2

-

-

-

At 26 February 2022 (unaudited)

 

2,349

 

  10,465

 

  -

 

498

 

2,134

 

193

 

107,017

 

122,656

 

17,964

 

140,620

 

 

 

 

 

 

 

 

 

 

 

As previously reported at 29 August 2020 (audited)

 

2,312

 

  9,176

 

  (45)

 

  734

 

3,550

 

197

 

101,202

 

117,126

 

17,043

 

134,169

Prior period adjustment¹

-

  -

  -

  -

-

-

(2,295)

(2,295)

(243)

(2,538)

At 30 August 2020 (restated)¹

2,312

  9,176

  (45)

  734

3,550

197

98,907

114,831

16,800

131,631

Profit for the period

-

  -

  -

  -

-

-

7,199

7,199

695

7,894

Other comprehensive expense

-

  -

  -

  -

(1,690)

-

(239)

(1,929)

-

(1,929)

Total comprehensive (expense)/income

-

  -

  -

  -

(1,690)

-

6,960

5,270

695

5,965

Dividends paid

-

  -

  -

  -

-

-

(4,390)

(4,390)

(368)

(4,758)

Equity-settled share-based payment transactions

-

  -

  -

  (426)

-

-

646

220

35

255

Allotment of shares

18

  437 

  - 

  -

-

-

-

455

-

455

Purchase of own shares held in trust

-

  -

  (9)

  -

-

-

-

(9)

-

(9)

Transfer

-

  -

  53

  -

-

(1)

(52)

-

-

-

At 27 February 2021 (unaudited)

2,330

  9,613

  (1)

  308

1,860

196

102,071

116,377

17,162

133,539

 

 

 

 

 

 

 

 

 

 

 

As previously reported at 29 August 2020 (audited)

 

2,312

 

  9,176

 

  (45)

 

  734

 

3,550

 

197

 

101,202

 

117,126

 

17,043

 

134,169

Prior period adjustment¹

-

  -

  -

  -

-

-

(2,295)

(2,295)

(243)

(2,538)

At 30 August 2020 (restated)¹

2,312

  9,176

  (45)

  734

3,550

197

98,907

114,831

16,800

131,631

Profit for the period

-

  -

  -

  -

-

-

7,712

7,712

1,940

9,652

Other comprehensive (expense)/income

-

  -

  -

  -

(1,647)

-

1,338

(309)

-

(309)

Total comprehensive (expense)/income 

-

  -

  -

  -

(1,647)

-

9,050

7,403

1,940

9,343

Dividends paid 

-

  -

  -

  -

-

-

(5,490)

(5,490)

(1,647)

(7,137)

Equity-settled share-based payment transactions

-

  -

  -

  (254)

-

-

660

406

58

464

Excess deferred taxation on share-based payments

-

  -

  -

  -

-

-

32

32

1

33

Allotment of shares

31

  979

  -

  -

-

-

-

1,010

-

1,010

Purchase of own shares held in trust

-

  -

    (110)

  -

-

-

-

(110)

-

(110)

Transfer

-

  -

  155

  -

-

(2)

(153)

-

-

-

At 28 August 2021 (audited)

  2,343

  10,155

-

480

1,903

  195

  103,006

118,082

17,152

135,234

 

1 See note 18 for an explanation of the prior period restatement recognised in relation to the adoption of the IFRIC agenda decision on cloud configuration and customisation costs.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 26 weeks ended 26 February 2022

 

 

 

  26 weeks ended

  26 February 2022

  (unaudited)

  26 weeks ended

  27 February 2021

            (unaudited)     (restated) [1]

 

  52 weeks ended

  28 August 2021

  (audited)

 

Notes

  £'000

  £'000

  £'000

Cash flows from operating activities

 

 

 

 

Cash (used in)/generated from continuing operations

16

(13,965)

15,225

22,163

Interest received

 

74

  57

109

Interest paid

 

(702)

  (625)

(1,244)

Tax paid

 

 (579)

  (1,300)

(2,131)

Net cash (used in)/generated from operating activities

 

(15,172)

  13,357

18,897

Cash flows from investing activities

 

 

 

 

Contingent consideration paid

 

-

  (131)

(1,077)

Dividends received from associate and joint ventures

 

1,626

  368

1,898

Purchase of intangible assets

 

(1)

  (49)

(107)

Proceeds from sale of property, plant and equipment

 

41

  125

396

Purchase of property, plant and equipment and right-of-use assets

 

  (2,034)

  (1,645)

(3,850)

Purchase of own shares held in trust

 

-

  (9)

-

Net cash used in investing activities

 

(368)

  (1,341)

(2,740)

Cash flows from financing activities

 

 

 

 

Proceeds from issue of ordinary share capital

 

316

  455

1,010

Purchase of own shares held in trust

 

-

  -

(110)

New financing and draw downs on RCF

 

5,311

  5,609

11,526

Repayment of RCF draw downs

 

(6,000)

  -

(8,500)

Lease principal repayments

 

(1,354)

  (1,556)

(3,252)

Repayment of borrowings

 

(1,406)

  (1,200)

(2,400)

Increase/(decrease) in other borrowings

 

22,989

  (604)

2,394

Dividends paid to shareholders

 

(3,583)

  (4,390)

(5,490)

Dividends paid to related party

 

-

  (368)

(1,647)

Net cash generated from/(used in) financing activities

 

16,273

  (2,054)

(6,469)

Effects of exchange rate changes

 

39

  (373)

(296)

Net increase in cash and cash equivalents

 

772

  9,589

9,392

Cash and cash equivalents at beginning of the period

 

19,696

  10,304

10,304

Cash and cash equivalents at end of the period

 

20,468

  19,893

19,696

 

 

 

 

 

Cash and cash equivalents consist of:

 

 

 

 

Cash and cash equivalents per the balance sheet

 

28,457

  24,838

24,309

Bank overdrafts included in borrowings

 

(7,989)

  (4,945)

(4,613)

 

 

20,468

  19,893

19,696

 

1   See note 18 for an explanation of the prior period restatement recognised in relation to the adoption of the IFRIC agenda decision on cloud configuration and customisation costs.
 

 

Statement of Directors' responsibilities

 

We confirm that to the best of our knowledge:

 

•     the condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union ("EU") pursuant to Regulation (EC) No 1606/2002 as it applies in the EU and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; and

 

•   the interim management report includes a fair review of the information required by:

 

(a)      DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed consolidated financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b)  DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

 

The Directors are listed in the Annual Report and Accounts 2021, with the exception of the following changes in the period: Alistair Wannop and Kristen Eshak Weldon both resigned on 18 January 2022. As previously disclosed in the Annual Report and Accounts 2021, Hugh Pelham resigned on 11 October 2021. A list of current Directors is maintained on the website: www.carrsgroup.com

 

 

On behalf of the Board

 

 

 

Peter Page                                                                              Neil Austin

Chairman  Chief Financial Officer

20 April 2022  20 April 2022

 

 

 

 

Unaudited notes to condensed interim financial information

 

 

1.  General information

 

The Group operates across three divisions of Speciality Agriculture, Agricultural Supplies and Engineering.  The Company is a public limited company, which is listed on the London Stock Exchange and is incorporated and domiciled in the UK.  The address of the registered office is Old Croft, Stanwix, Carlisle, Cumbria CA3 9BA.

 

These condensed interim financial statements were approved for issue on 20 April 2022.

 

The comparative figures for the financial year ended 28 August 2021 are not the Company's statutory accounts for that financial year.  Those accounts have been reported on by the Company's auditor and delivered to the Registrar of Companies.  The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

 

2.  Basis of preparation

 

These condensed interim financial statements for the 26 weeks ended 26 February 2022 have been prepared in accordance with IAS 34, 'Interim financial reporting' as adopted by the EU pursuant to Regulation (EC) No 1606/2002 as it applies to the EU.

 

The annual financial statements of the Group for the year ending 3 September 2022 will be prepared in accordance with International Financial Reporting Standards (IFRSs) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the EU and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. As required by the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, this condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 28 August 2021 which were prepared in accordance with IFRSs as adopted by the EU.

 

The Group is expected to have a sufficient level of financial resources available through operating cash flows and existing bank facilities for a period of at least 12 months from the signing date of these condensed consolidated interim financial statements. The Group has operated within all its banking covenants throughout the period. In addition, the Group's main banking facility is in place until November 2023 and an invoice discounting facility is in place until August 2023. It is the intention to renew these facilities in advance of the approval of the Report & Accounts for the year ending 3 September 2022.

 

Detailed cash forecasts continue to be updated regularly for a period of at least 12 months from the reporting period end. These forecasts are sensitised for various worst case scenarios including increases in costs, reduction in revenues, increases to customer payment terms and delays on order books. The results of this stress testing showed that, due to the stability of the core business, the Group would be able to withstand the impact of these severe but plausible downside scenarios occurring over the period of the forecasts.

 

In addition, several other mitigating measures remain available and within the control of the Directors that were not included in the scenarios. These include withholding discretionary capital expenditure and reducing or cancelling future dividend payments.

 

Consequently, the Directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the signing date of these condensed consolidated interim financial statements. The Group therefore continues to adopt the going concern basis in preparing its condensed consolidated interim financial statements.

 

 

3.  Accounting policies and prior period restatement

 

The accounting policies adopted are consistent with those of the previous financial year except for:

 

Taxation

Income taxes are accrued based on management's estimate of the weighted average annual income tax rate expected for the full financial year based on enacted or substantively enacted tax rates as at 26 February 2022. Our effective tax rate was 20.7% (H1 2021: restated 21.3%) after adjusting for results from associate and joint ventures, which are reported net of tax, adjustments to contingent consideration (note 8) which is treated as non-taxable, and for irrecoverable withholding tax on dividends received from overseas joint ventures. The lower effective tax rate is due to a lower mix of overseas profits.

 

Prior period restatement

In April 2021, the IFRS Interpretations Committee (IFRIC) published an agenda decision of the clarification of accounting in relation to the configuration and customisation costs incurred in implementing Software-as-a-Service (SaaS) as follows:

 

· Amounts paid to the cloud vendor for configuration and customisation that are not distinct from access to the cloud software are expensed over the SaaS contract term.

· In limited circumstances, other configuration and customisation costs incurred in implementing SaaS arrangements may give rise to an identifiable intangible asset, for example, where code is created that is controlled by the entity.

· In all other instances, configuration and customisation costs will be expensed as the customisation and configuration services are received.

 

Following the publication of this agenda decision the Group reviewed and changed its accounting policy for the capitalisation of costs incurred in respect of the configuration and customisation of its cloud hosted ERP system to align with the IFRIC guidance. This revision has been accounted for retrospectively resulting in a prior period restatement.

 

This change in accounting policy has also been reflected in these condensed interim financial statements resulting in a restatement of the primary financial statements for the comparative period ended 27 February 2021. 

 

See notes 8, 11 and 18 for further details.

 

4.  Significant judgements and estimates

 

The preparation of interim 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 condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the 52 weeks ended 28 August 2021, with the exception of changes in estimates that are required in determining the provision for income taxes as explained in note 3. 

 

5.  Financial risk management

 

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and price risk), credit risk and liquidity risk.

 

The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 28 August 2021.

 

 

6.  Operating segment information

 

The Group's chief operating decision-maker ("CODM") has been identified as the Executive Directors.  Management has determined the operating segments based on the information reviewed by the CODM for the purposes of allocating resources and assessing performance.

 

The CODM considers the business from a product/services perspective.  Reportable operating segments have been identified as Speciality Agriculture, Agricultural Supplies and Engineering.  Central comprises the central business activities of the Group's head office, which earns no external revenues. Performance is assessed using operating profit.  For internal purposes the CODM assesses operating profit before material adjusting items (note 8) consistent with the presentation in the financial statements.  The CODM believes this measure provides a better reflection of the Group's underlying performance. Sales between segments are carried out at arm's length. 

 

The following tables present revenue, profit, asset and liability information regarding the Group's operating segments for the 26 weeks ended 26 February 2022 and the comparative periods.

 

 

26 weeks ended 26 February 2022

 

Speciality Agriculture

£'000

 

Agricultural Supplies

£'000

 

 

Engineering

£'000

   

 

Central

 '000

 

 

  Group

  £'000

 

Total segment revenue

  46,953

  158,721

  21,351

  -

  227,025

Inter segment revenue

  (4,267)

  (2)

  (50)

  -

  (4,319)

Revenue from external customers

  42,686

  158,719

  21,301

  -

  222,706

 

 

 

 

 

 

Adjusted¹ EBITDA²

  6,463

  4,387

  2,587

     (1,048)

  12,389

 

 

 

 

 

 

Depreciation, amortisation and profit/(loss)

on disposal of non-current assets

 

  (738)

 

  (1,355)

 

  (1,128)

 

         (63)

 

(3,284)

Share of post-tax results of associate (adjusted¹) and joint ventures

 

  793

 

  883

 

  -

 

  -

 

  1,676

Adjusted¹ operating profit

  6,518

  3,915

  1,459

   (1,111)

  10,781

Adjusting items (note 8)

  (244)

  (1,244)

  1,096

 (375)

  (767)

Operating profit

  6,274

  2,671

  2,555

   (1,486)

  10,014

Finance income

 

 

 

 

  161

Finance costs

 

 

 

 

  (691)

Adjusted¹ profit before taxation

 

 

 

 

  10,251

Adjusting items (note 8)

 

 

 

 

  (767)

 

 

 

 

 

 

Profit before taxation

 

 

 

 

  9,484

 

 

 

 

 

 

Segment gross assets

  49,940

  151,764

  75,094 

18,688

  295,486

Segment gross liabilities

  (13,803)

  (91,537)

  (23,156)

(26,370)

   (154,866)

 

 

1 Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting items are disclosed in note 8.

2   Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets and before share of post-tax results of associate and joint ventures.

 

 

The segmental information for the 26 weeks ended 27 February 2021 has been restated following the change in accounting policy for cloud configuration and customisation costs.

 

26 weeks ended 27 February 2021 (restated)

 

Speciality Agriculture

£'000

 

Agricultural Supplies

£'000

 

 

Engineering

£'000

 

 

  Central

  £'000

 

 

  Group

  £'000

 

Total segment revenue

  44,075

  137,687

  23,565

  -

  205,327

Inter segment revenue

  (3,888)

  (3)

  (1)

  -

  (3,892)

Revenue from external customers

  40,187

  137,684

  23,564

  -

  201,435

 

 

 

 

 

 

Adjusted¹ EBITDA²

  7,885

  3,466

  2,205

  (1,404)

  12,152

 

 

 

 

 

 

Depreciation, amortisation and profit/(loss)

on disposal of non-current assets

 

  (682)

 

  (1,320)

 

  (1,283)

 

  (70)

 

  (3,355)

Share of post-tax results of associate (adjusted¹) and joint ventures

 

  1,054

 

  1,142

 

  -

 

  -

    2,196

Adjusted¹ operating profit

  8,257

  3,288

  922

       (1,474)

  10,993

Adjusting items (note 8)

  (482)

  (554)

  78

  (43)

  (1,001)

Operating profit

  7,775

  2,734

  1,000

   (1,517)

  9,992

Finance income

 

 

 

 

  135

Finance costs

 

 

 

 

  (633)

Adjusted¹ profit before taxation

 

 

 

 

  10,495

Adjusting items (note 8)

 

 

 

 

  (1,001)

 

 

 

 

 

 

Profit before taxation

 

 

 

 

  9,494

 

 

 

 

 

 

Segment gross assets

  47,731

  111,464

  78,421

  23,877

  261,493

Segment gross liabilities

  (11,497)

  (56,126)

  (28,591)

   (31,740)

  (127,954)

 

52 weeks ended 28 August 2021

 

Speciality Agriculture

£'000

 

Agricultural Supplies

£'000

 

 

Engineering

£'000

 

  Central

  £'000

 

 

  Group

  £'000

 

Total segment revenue

  74,395

  297,506

  51,299

  -

  423,200

Inter segment revenue

  (5,934)

  (6)

  (6)

  -

  (5,946)

Revenue from external customers

  68,461

  297,500

  51,293

  -

  417,254

 

 

 

 

 

 

Adjusted¹ EBITDA²

  9,858

  7,348

  6,133

       (2,417)

  20,922

 

 

 

 

 

 

Depreciation, amortisation and profit/(loss)

on disposal of non-current assets

 

  (1,335)

 

  (2,602)

 

  (2,208)

 

          (138)

 

  (6,283)

Share of post-tax results of associate (adjusted¹) and joint ventures

  991

  1,955

  -

  -

  2,946

Adjusted¹ operating profit

  9,514

  6,701

  3,925

 (2,555)

  17,585

Adjusting items (note 8)

  (2,847)

  (1,684)

  97

 (127)

  (4,561)

Operating profit

  6,667

  5,017

  4,022

       (2,682)

  13,024

Finance income

 

 

 

 

  260

Finance costs

 

 

 

 

  (1,232)

Adjusted¹ profit before taxation

 

 

 

 

  16,613

Adjusting items (note 8)

 

 

 

 

  (4,561)

 

 

 

 

 

 

Profit before taxation

 

 

 

 

  12,052

 

 

 

 

 

 

Segment gross assets

  48,558

  110,716

  79,994

  23,236

  262,504

Segment gross liabilities

  (12,251)

  (58,056)

  (27,783)

  (29,180)

  (127,270)

 

1 Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting items are disclosed in note 8.

2   Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets and before share of post-tax results of associate and joint ventures.
 

7.  Disaggregation of revenue

 

The following table presents the Group's reported revenue disaggregated based on the timing of revenue recognition.

 

 

26 weeks

ended

26 February

2022

26 weeks ended

 27 February

2021

52 weeks

ended

28 August

2021

Timing of revenue recognition

£'000

£'000

£'000

Over time

13,046

18,464

36,435

At a point in time

209,660

182,971

380,819

 

222,706

201,435

417,254

 

 

8.  Adjusting items

 

 

 

  26 weeks

  ended

  26 February

  2022

  £'000

 

26 weeks

ended

27 February

2021  (restated)

£'000

 

  52 weeks

  ended

  28 August

  2021

  £'000

Amortisation of acquired intangible assets (i)

  468

621     

1,186

Adjustments to contingent consideration (ii)

  (1,320)

(671)     

(1,013)

Restructuring/closure costs (iii)

  -

247     

248

Strategic review costs (iv)

  375

-     

-

Cloud configuration and customisation costs - Group (v)

  983

731     

1,356

Cloud configuration and customisation costs - share of associate (v)

  261

73     

515

Impairment of joint venture (vi)

  -

-     

2,090

Effect of deferred tax rate change - share of associate (vii)

  -

-     

179

Charge included in profit before taxation

767

1,001     

4,561

Effect of deferred tax rate change - Group (vii)

-

-     

990

Taxation effect of the above adjusting items

(373)

(306)     

(528)

Charge included in profit for the period

394

695     

5,023

     

 

(i)  Amortisation of acquired intangible assets which do not relate to the underlying profitability of the Group but rather relate to costs arising on acquisition of businesses.

(ii)  Adjustments to contingent consideration arise from the revaluation of contingent consideration in respect of acquisitions to fair value at the year end. Movements in fair value arise from changes to the expected payments since the previous year end based on actual results and updated forecasts. Any increase or decrease in fair value is recognised through the income statement.

(iii)  Restructuring/closure costs include redundancy costs.

(iv)  Strategic review costs include external advisor fees incurred in the development of the Group's strategy.

(v)  Costs relating to material spend previously capitalised in relation to the implementation of the Group's, and associate's, ERP system that have now been expensed following the adoption of the IFRIC agenda decision. See note 18 for further details of the prior period restatement.

(vi)  During the prior year the joint venture Afgritech LLC reported a loss and was expected to continue to underperform against budgeted information in the short to medium term. An impairment review was undertaken which resulted in an impairment charge of £1,314,000 against the carrying amount of interest in joint venture and an impairment charge of £776,000 against the carrying amount of a loan receivable.

(vii)    During the prior year legislation was substantively enacted in the UK to increase the corporate tax rate to 25% with effect from 1 April 2023. As a result of the change, a tax charge of £179,000 was recognised in the prior year in the Group's share of associate results and £990,000 was recognised in the Group's tax charge in relation to the remeasurement of deferred assets and liabilities. This did not relate to the underlying performance of the associate or Group and was therefore included as an adjusting item.

 

9.  Earnings per share

 

Adjusting items disclosed in note 8 that are charged or credited to profit do not relate to the underlying profitability of the Group.  The Board believes adjusted profit before these items provides a useful measure of business performance.  Therefore, an adjusted earnings per share is presented as follows:

 

 

  26 weeks

  ended

  26 February 2022

  £'000

  26 weeks

  ended

  27 February 2021   (restated)

 

  52 weeks

  ended

  28 August 2021

  £'000

  £'000

Earnings

  7,127

7,199

  7,712

Adjusting items:

 

 

 

Amortisation of acquired intangible assets

  468

621

  1,186

Adjustments to contingent consideration

  (1,320)

(671)

  (1,013)

Restructuring/closure costs

  -

247

  248

Strategic review costs

  375

-

  -

Cloud configuration and customisation costs - Group

  983

731

  1,356

Cloud configuration and customisation costs - share of associate

  261

73

  515

Impairment of joint venture

  -

-

  2,090

Taxation effect of the above

  (373)

(306)

  (528)

Effect of increase to UK deferred tax rate - Group

  -

-

  990

Effect of increase to UK deferred tax rate - share of associate

  -

-

  179

Non-controlling interest in the above

  (390)

(191)

  (433)

 

 

 

 

Earnings - adjusted

  7,131

7,703

  12,302

 

 

 

 

 

  Number

  Number

  Number

 

 

 

 

Weighted average number of ordinary shares in issue

  93,759,322

92,588,219

  93,123,043

Potentially dilutive share options

  1,069,129

2,813,125

  1,567,139

 

 

 

 

 

  94,828,451

95,401,344

  94,690,182

 

 

 

 

Earnings per share (pence) (restated)

 

 

 

Basic

  7.6p

  7.8p

  8.3p

Diluted

  7.5p

  7.5p

  8.1p

Adjusted

  7.6p

  8.3p

  13.2p

Diluted adjusted

  7.5p

  8.1p

  13.0p

 

 

 

 

 

10.  Dividends

 

An interim dividend of £1,100,423 (H1 2021: £2,079,551) that related to the period to 28 August 2021 was paid on 1 October 2021.  A final dividend of £2,482,959 (H1 2021: £2,310,612) in respect of the period to 28 August 2021 was paid on 26 January 2022. 

 

 

11.  Intangible assets, property, plant and equipment, right-of-use assets and investment property

 

 

 

 

  Goodwill

  £'000

    Other

  intangible    assets

    £'000

  Property,

  plant and

equipment

  £'000

 

Right-of-use

assets

£'000

 

Investment

property

  £'000

26 weeks ended 26 February 2022

 

 

 

 

 

Opening net book amount at 29 August 2021

  31,560

  5,151

36,198

16,777

  152

Exchange differences

  74

  9

  9

11

  -

Additions and lease modifications

  -

  1

  2,041

1,124

  -

Disposals, transfers and reclassifications

  -

  -

  779

(701)

  -

Depreciation and amortisation

  -

  (505)

  (1,872)

(1,395)

  (3)

Closing net book amount at 26 February 2022

  31,634

  4,656

  37,155

15,816

  149

 

 

 

 

 

 

26 weeks ended 27 February 2021 (restated)

 

 

 

 

 

Opening net book amount at 30 August 2020

  32,041

  6,365

  38,259

14,856

158

Exchange differences

  (511)

  (52)

(570)

(17)

-

Additions

  -

  49

  1,628

1,818

-

Disposals and transfers

  -

  -

(1,748)

861

-

Depreciation and amortisation

  (657)

(1,960)

(1,253)

(3)

Closing net book amount as at 27 February 2021

  31,530

  5,705

  35,609

16,265

155

            

 

Transfers include assets refinanced under a lease and finance leased assets that became owned assets on maturity of the lease term.

 

Capital commitments contracted, but not provided for, by the Group at the period end amounts to £659,000 (2021: £632,000).

 

The Group reviewed its accounting policy following the IFRIC agenda decision in April 2021 in respect of the configuration and customisation costs previously capitalised in relation to the Group's cloud hosted ERP system. Following this review, costs previously capitalised as additions for the 6 months ended 27 February 2021 of £731,000 have now been expensed and amortisation of £124,000 charged on those assets in that period has been reversed. See note 18 for further details of this prior period restatement.

 

12.  Borrowings

 

  As at

  26 February

  2022

  As at

  27 February

  2021

  As at

  28 August

  2021

 

  £'000

  £'000

  £'000

 

 

 

 

Current

  37,069

8,580

  11,113

Non-current

  21,246

26,815

  23,159

Total borrowings

  58,315

35,395

  34,272

Cash and cash equivalents as per the balance sheet

  (28,457)

(24,838)

  (24,309)

Net debt

  29,858

10,557

  9,963

Undrawn facilities

  20,381

35,324

  35,996

 

Current borrowings include bank overdrafts of £8.0m (2021: £4.9m). Undrawn facilities include £6.1m (2021: £5.7m) in respect of facilities that are renewable on an annual basis.

 

 

 

 

Movements in borrowings are analysed as follows:

26 weeks

ended

26 February

2022

  26 weeks

ended

  27 February

2021

 

£'000

  £'000

 

 

 

Balance at start of period

34,272

  36,441

Exchange differences

(168)

  (235)

New bank loans and draw downs on RCF

5,222

  4,000

Repayment of RCF draw downs

(6,000)

  -

Repayments of borrowings

(1,406)

  (1,200)

Increase/(decrease) in other borrowings

22,989

  (604)

Loan forgiven

-

  (715)

Release of deferred borrowing costs

30

  30

Net increase/(decrease) to bank overdraft

3,376

  (2,322)

Balance at end of period

58,315

  35,395

 

New bank loans and draw downs on RCF excludes re-financing of assets under new finance lease arrangements.

 

13.  Financial instruments

 

IFRS 13 requires financial instruments that are measured at fair value to be classified according to the valuation technique used:

 

Level 1  -  quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2  -   inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly (i.e. as     prices) or indirectly (i.e. derived from prices)

Level 3   -   unobservable inputs

 

Transfers between levels are deemed to have occurred at the end of the reporting period.  There were no transfers between levels in the above hierarchy in the period.

 

All derivative financial instruments are measured at fair value using Level 2 inputs.  The Group's bankers provide the valuations for the derivative financial instruments at each reporting period end based on mark to market valuation techniques. 

 

Contingent consideration is measured at fair value using Level 3 inputs. Fair value is determined considering the expected payment, which is discounted to present value. The expected payment is determined separately in respect of each individual earn-out agreement taking into consideration the expected level of profitability of each acquisition.

 

The significant unobservable inputs are the projections of future profitability, which have been based on budget information, and the discount rate, which has been based on the incremental borrowing rate. At 26 February 2022 there is no remaining contingent consideration payable. At 28 August 2021, all of the remaining contingent consideration payable is included within current liabilities and has therefore not been discounted. In respect of the period ended 27 February 2021 a reasonable change in the discount rate applied would not have a material impact on the balances recognised within non-current liabilities.

 

The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (level 3).

 

 

 

  As at

  26 February

  2022

  As at

  27 February

  2021

  As at

  28 August  2021

 

  £'000

  £'000

  £'000

Fair value at the start of the period

1,320

3,422

3,422

Exchange differences

-

(12)

(12)

Payments made to vendors

-

(131)

(1,077)

Change in fair value

(1,320)

(671)

(1,013)

Fair value at the end of the period

-

2,608

1,320

 

 

14.  Retirement benefit asset

 

The amounts recognised in the Income Statement are as follows:

 

 

  26 weeks  ended

  26 February

  2022

  26 weeks

  Ended

  27 February

  2021

  52 weeks

  ended

  28 August

  2021

 

  £'000

  £'000

  £'000

 

 

 

 

Administrative expenses

16

9

18

Net interest on the net defined benefit asset

(79)

(74)

(147)

Total income

(63)

(65)

(129)

 

Net interest on the defined benefit retirement asset is recognised within interest income.

 

The amounts recognised in the Balance Sheet are as follows:

 

 

  As at

  26 February

  2022

  As at

  27 February

  2021

  As at

  28 August

  2021

 

  £'000

  £'000

  £'000

 

 

 

 

Present value of funded defined benefit obligations

(59,500)

(62,685)

(66,254)

Fair value of scheme assets

69,464

70,492

75,625

Surplus in funded scheme

9,964

7,807

9,371

 

Actuarial gains of £530,000 (2021: losses of £295,000) have been reported in the Statement of Comprehensive Income. The surplus has increased over the period since 28 August 2021 due to changes in market conditions.

 

The Group's associate's defined benefit pension scheme is closed to future service accrual and the valuation for this scheme has not been updated for the half year as any actuarial movements are not considered to be material.

 

 

15.  Share capital

 

 

 

Allotted and fully paid ordinary shares of 2.5p each

  Number of   shares

Share capital

£'000

  Share

premium

 '000

  Total
  £'000

 

 

 

 

 

Opening balance as at 29 August 2021

93,720,125

2,343

10,155

12,498

Proceeds from shares issued:

 

 

 

 

- Share save scheme

250,415

6

310

316

At 26 February 2022

93,970,540

2,349

10,465

12,814

 

 

 

 

 

Opening balance at 30 August 2020

92,465,833

2,312

9,176

11,488

Proceeds from shares issued:

 

 

 

 

- LTIP

309,823

7

-

7

- Share save scheme

421,744

11

437

448

At 27 February 2021

93,197,400

2,330

9,613

11,943

 

 

250,415 shares were issued in the period to satisfy the share awards under the share save scheme with exercise proceeds of £315,774.  The related weighted average price of the shares exercised in the period was £1.261 per share.

 

Since the period end the Company's issued share capital has increased to 93,977,598 shares due to the issue of 7,058 shares under the share save scheme with exercise proceeds of £8,999 and a related weighted average exercise price of £1.275 per share.

 

16.  Cash (used in)/generated from continuing operations

 

 

 

  26 weeks

  ended

  26 February

  2022

  26 weeks

  ended

  27 February

  2021

  (restated)

 

  52 weeks

  ended

  28 August

  2021

 

  £'000

  £'000

  £'000

 

 

 

 

Profit for the period from continuing operations

7,911

7,894

9,652

Adjustments for:

 

 

 

Tax

1,573

1,600

2,400

Tax credit in respect of R&D

(1,352)

(180)

(260)

Depreciation of property, plant and equipment

1,872

1,960

3,822

Depreciation of right-of-use assets

1,395

1,253

2,529

Depreciation of investment property

3

3

6

Intangible asset amortisation

505

657

1,256

(Profit)/loss on disposal of property, plant and equipment

(21)

103

(144)

Profit on disposal of right-of-use assets

(2)

-

-

Adjustments to contingent consideration

(1,320)

(671)

(1,013)

Net fair value charge on share based payments

114

255

464

Other non-cash adjustments

(20)

(157)

(600)

Interest income

(161)

(135)

(260)

Interest expense and borrowing costs

721

663

1,292

Share of post-tax results of associate and joint ventures

(1,415)

(2,123)

(2,252)

Impairment of joint venture

-

-

2,090

IAS 19 income statement charge (excluding interest):

 

 

 

  Administrative expenses

16

9

18

Changes in working capital:

 

 

 

Increase in inventories

(8,863)

(2,783)

(2,679)

Increase in receivables

(19,658)

(7,872)

(10,606)

Increase in payables

4,737

14,749

16,448

Cash (used in)/generated from continuing operations

(13,965)

15,225

22,163

 

The majority of the increases in receivables and inventories relates to Agricultural Supplies, where receivables are higher due to a combination of higher selling prices and some slower collections. Inventories are higher due to a combination of higher prices and a decision to hold more machinery inventory. This is expected to reverse in the second half.

 

 

17.  Related party transactions

 

The Group's significant related parties are its associate and joint ventures, as disclosed in the Annual Report and Accounts 2021.

 

 

Sales to

Purchases from

Rent receivable from

Net management  charges

(from)/to

Dividends received

from

Amounts

owed from

  Amounts

owed to

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

26 weeks to

26 February 2022

 

 

 

 

 

 

Associate

1,268

  (69,154)

10

  (65)

  -

  902

(31,707)

Joint ventures

135

  (631)

-

  118

  1,626

  985

(87)

 

 

 

 

 

 

 

 

26 weeks to

27 February 2021

 

 

 

 

 

 

 

Associate

346

  (60,865)

10

  (69)

368

368

(20,539)

Joint ventures

373

  (229)

-

  82

-

1,623

(102)

 

 

18.  Prior period restatement

 

In April 2021, the IFRS Interpretations Committee (IFRIC) published an agenda decision on the clarification of accounting in relation to the configuration and customisation costs incurred in implementing Software-as-a-Service (SaaS) as follows:

 

· Amounts paid to the cloud vendor for configuration and customisation that are not distinct from access to the cloud software are expensed over the SaaS contract term.

· In limited circumstances, other configuration and customisation costs incurred in implementing SaaS arrangements may give rise to an identifiable intangible asset, for example, where code is created that is controlled by the entity.

· In all other instances, configuration and customisation costs will be expensed as the customisation and configuration services are received.

 

Following the publication of this agenda decision the Group reviewed and changed its accounting policy for the capitalisation of costs incurred in respect of the configuration and customisation of its cloud hosted ERP system

to align with the IFRIC guidance. This revision has been accounted for retrospectively resulting in a prior period restatement.

 

This change in accounting policy has also been reflected in these condensed interim financial statements.  The consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity and the consolidated statement of cash flows have been restated for the comparative period ended 27 February 2021.

 

The Group identified £2,894,000 of capitalised costs incurred by the parent Company and its subsidiaries in the years up to and including 29 August 2020 that has been expensed with a further £667,000 in its associate's balance sheet, of which the Group recognises 49%.  Cumulative amortisation on these costs as at 29 August 2020 of £88,000 has been reversed.

 

In relation to the comparative period ended 27 February 2021, costs of £731,000 incurred by the parent Company and its subsidiaries have been expensed and amortisation charged of £124,000 has been reversed.  A tax credit of £114,000 has been recognised in the consolidated income statement with a corresponding increase to the current tax asset in the consolidated balance sheet. In addition, the associate incurred costs of £183,000 during the period ended 27 February 2021, of which the Group recognises 49%, that have been expensed and recognised, net of an associated tax credit, through the Group's share of post-tax results of associate.

 

The affected financial statement line items for the Group are as follows.

 

 

  27 February 2021

  (previously reported)

  £'000

 

  Restatement

  £'000

27 February 2021

  (restated)

  £'000

Income Statement

 

 

 

Net operating expenses

(19,547)

(607)

(20,154)

Adjusted share of post-tax results of associate

920

-

920

Reported share of post-tax results of associate

920

(73)

847

Adjusted operating profit

10,869

124

10,993

Reported operating profit

10,672

(680)

9,992

Adjusted profit before taxation

10,371

124

10,495

Reported profit before taxation

10,174

(680)

9,494

Taxation

(1,714)

114

(1,600)

Adjusted profit for the period

8,490

99

8,589

Reported profit for the period

8,460

(566)

7,894

Basic EPS (pence)

8.2

(0.4)

7.8

Diluted EPS (pence)

7.9

(0.4)

7.5

Adjusted EPS (pence)

8.2

0.1

8.3

Diluted adjusted EPS (pence)

8.0

0.1

8.1

 

 

 

 

Balance Sheet

 

 

 

Other intangible assets

9,118

(3,413)

5,705

Investment in associate

14,860

(338)

14,522

Total non-current assets

126,928

(3,751)

123,177

Current tax assets

2,058

647

2,705

Total current assets

137,669

647

138,316

Total assets

264,597

(3,104)

261,493

Net assets

136,643

(3,104)

133,539

Retained earnings

104,741

(2,670)

102,071

Total shareholders' equity

119,047

(2,670)

116,377

Non-controlling interests

17,596

(434)

17,162

Total equity

136,643

(3,104)

133,539

 

 

 

 

Cash Flow Statement

 

 

 

Cash generated from continuing operations

15,956

(731)

15,225

Net cash generated from operating activities

14,088

(731)

13,357

Purchase of intangible assets

(780)

731

(49)

Net cash used in investing activities

(2,072)

731

(1,341)

     

 

The opening balance sheet of the prior period has been restated and the affected financial statement line items are as follows.

 

 

    30 August 2020

  (previously reported)

  £'000

 

Restatement

£'000

  30 August 2020

  (restated)

  £'000

Balance Sheet

 

 

 

Other intangible assets

9,171

(2,806)

6,365

Investment in associate

14,307

(265)

14,042

Total non-current assets

127,473

(3,071)

124,402

Current tax assets

1,535

533

2,068

Total current assets

119,870

533

120,403

Total assets

247,343

(2,538)

244,805

Net assets

134,169

(2,538)

131,631

Retained earnings

101,202

(2,295)

98,907

Total shareholders' equity

117,126

(2,295)

114,831

Non-controlling interests

17,043

(243)

16,800

Total equity

134,169

(2,538)

131,631

       

 

19.  Alternative performance measures

 

The Interim Results include alternative performance measures ("APMs"), which are not defined or specified under the requirements of IFRS. These APMs are consistent with how business performance is measured internally and are also used in assessing performance under the Group's incentive plans. Therefore, the Directors believe that these APMs provide stakeholders with additional useful information on the Group's performance.

 

Alternative performance measure

Definition and comments

EBITDA

Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets and before share of post-tax results of the associate and joint ventures. EBITDA allows the user to assess the profitability of the Group's core operations before the impact of capital structure, debt financing and non-cash items such as depreciation and amortisation.

Adjusted EBITDA

Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets, before share of post-tax results of the associate and joint ventures and excluding items regarded by the Directors as adjusting items. This measure is reconciled to statutory operating profit and statutory profit before taxation in note 6.  EBITDA allows the user to assess the profitability of the Group's core operations before the impact of capital structure, debt financing and non-cash items such as depreciation and amortisation.

Adjusted operating profit

Operating profit after adding back items regarded by the Directors as adjusting items. This measure is reconciled to statutory operating profit in the income statement and note 6. Adjusted results are presented because if included, these adjusting items could distort the understanding of the Group's performance for the period and the comparability between the periods presented.

Adjusted profit before taxation

Profit before taxation after adding back items regarded by the Directors as adjusting items. This measure is reconciled to statutory profit before taxation in the income statement and note 6. Adjusted results are presented because if included, these adjusting items could distort the understanding of the Group's performance for the period and the comparability between the periods presented.

Adjusted profit for the period

Profit after taxation after adding back items regarded by the Directors as adjusting items. This measure is reconciled to statutory profit after taxation in the income statement. Adjusted results are presented because if included, these adjusting items could distort the understanding of the Group's performance for the period and the comparability between the periods presented.

Adjusted earnings per share

Profit attributable to the equity holders of the Company after adding back items regarded by the Directors as adjusting items after tax divided by the weighted average number of ordinary shares in issue during the period. This is reconciled to basic earnings per share in note 9.

Adjusted diluted earnings per share

Profit attributable to the equity holders of the Company after adding back items regarded by the Directors as adjusting items after tax divided by the weighted average number of ordinary shares in issue during the period adjusted for the effects of any potentially dilutive options. Diluted earnings per share is shown in note 9.

Net debt

The net position of the Group's cash at bank and borrowings excluding leases. Details of the movement in borrowings is shown in note 12.

 

 

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