TIDMCARR

RNS Number : 9766X

Carr's Group PLC

02 May 2023

2 May 2023

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

INTERIM RESULTS

For the 26 weeks ended 4 March 2023

Carr's (CARR.L), the Speciality Agriculture and Engineering Group, announces its Interim Results for the 26 weeks ended 4 March 2023.

Financial highlights

 
                                                    Adjusted (1) 
                                  Adjusted               H1 2022 
                                       (1) 
                                   H1 2023      (restated) (2,3)      +/- 
----------------------------  ------------  --------------------  ------- 
 Revenue (GBPm)                       79.8                  64.5   +23.6% 
 Adjusted (1) operating 
  profit (GBPm)                        5.8                   7.5   -23.4% 
 Adjusted (1) profit before 
  tax (GBPm)                           5.5                   7.2   -23.3% 
 Adjusted (1) EPS (p)                  4.9                   6.1   -19.7% 
 Net (cash)/debt (4) (GBPm)          (8.6)                  29.9 
 
                                                       Statutory 
                                 Statutory               H1 2022 
                                   H1 2023      (restated) (2,3)      +/- 
----------------------------  ------------  --------------------  ------- 
 Revenue (GBPm)                       79.8                  64.5   +23.6% 
 Operating profit (GBPm)               5.1                   8.0   -35.8% 
 Profit before tax (GBPm)              4.9                   7.7   -36.2% 
 Basic EPS (p)                         4.4                   6.8   -35.3% 
 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 r estated to provide comparable information for continuing and discontinued operations following the classification of the Carr's Billington Agricultural business as a disposal group. Further details of results from discontinued operations and net assets relating to the disposal group can be found in note 9.

(3) See note 19 for an explanation of the prior period restatements recognised in relation to the recognition of revenue from customer contracts within the Engineering division.

(4) Excluding leases. Further details of net (cash)/debt can be found in note 13.

Highlights

-- Revenue increased 24% on prior year, reflecting raw material cost recovery in Speciality Agriculture division

   --    H1 profits impacted by volumes in Speciality Agriculture and contract timing in Engineering 

-- Record Engineering order book of GBP57 million at 28 April, up by 30% from start of the period

-- Phasing in engineering work will be favourable in H2, with strong profit generation in the division expected

-- Net cash position following receipt of GBP24 million on completion of disposal of Agricultural Supplies division

Outlook

The outlook for Engineering in the second half of FY2023 is positive. The division has several key contracts coming through in fabrication and robotics, allied to an improved position for the precision engineering business buoyed by activity in oil and gas. These factors will offset the low summer season for Speciality Agriculture which also continues to manage historically high input costs. Acknowledging the challenges ahead, the Board anticipates full year adjusted profit before tax of c.GBP10m and remains confident in the prospects of both divisions in the medium term.

Peter Page, Chief Executive Officer, commented:

"A strong order book in robotics, fabrication and precision engineering, alongside completion of a long-running defence contract in H1, provides the prospect of a considerable step up in profits from the Engineering division for H2. This will offset the quieter summer months for the Speciality Agriculture division, which is managing a period of unprecedented input costs. The outlook for 2024 and 2025 is encouraging in both divisions."

Enquiries:

 
 Carr's Group plc                               Tel: +44 (0) 1228 
  Peter Page (Chief Executive                             554 600 
  Officer) 
  David White (Chief Financial 
  Officer) 
 
 FTI Consulting                              Tel: +44 (0) 20 3727 
  Richard Mountain/Ariadna                                   1340 
  Peretz 
 
   Investec Bank plc                         Tel: +44 (0) 20 7597 
   Carlton Nelson/David Anderson/William                     4000 
   Brinkley 
 

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 around the world. Carr's operates a business model that empowers operating subsidiaries enabling them to be competitive, agile, and effective in their individual markets whilst setting overall standards and goals.

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

The Engineering division manufactures vessels, precision components and remote handling systems, and provides specialist engineering services, for the nuclear, defence and oil & gas industries.

Interim Management Report

Results (continuing operations only)

During the 26 weeks ended 4 March 2023 revenues increased 24% to GBP79.8m (H1 2022 restated: GBP64.5m) reflecting the pass through of unprecedented cost increases in the Speciality Agriculture division. Adjusted operating profit for the Group of GBP5.8m (H1 2022 restated: GBP7.5m) was 23% down on the prior year period. Adjusted profit before tax reduced by 23% to GBP5.5m (H1 2022 restated: GBP7.2m). Adjusted earnings per share for continuing operations decreased by 20% to 4.9p (H1 2022 restated: 6.1p) for the six month period.

Operational review

Speciality Agriculture

The Speciality Agriculture division manufactures livestock supplements including branded feed blocks, essential minerals, and precision dose trace element boluses, sold to farmers in the UK, Europe, North America, and New Zealand through a long-established distribution network.

 
                        H1 2023    H1 2022   % Change 
 Revenue               GBP57.1m   GBP42.7m        34% 
                      ---------  ---------  --------- 
 Adjusted operating 
  profit                GBP6.0m    GBP6.5m       (9%) 
                      ---------  ---------  --------- 
 Adjusted operating 
  margin                  10.4%      15.3% 
                      ---------  ---------  --------- 
 

The increase in revenue in the period follows an increase of 35% in average feed block selling prices to pass through substantial raw material cost increases, impacting total volumes by 13% (excluding joint ventures) compared to prior year.

In the UK, costs of the principal ingredient of feed blocks, sugar cane molasses, have increased by 70% over the past three years, which, with increases in other ingredients along with energy and labour, has necessitated a 45% increase in selling prices over the past two years. When combined with 45% increases in other feed costs, a 180% uplift in fertiliser prices and 60% on diesel, livestock customers have inevitably limited expenditure, particularly impacting UK sales volumes during a mild autumn and winter that supported continued grazing for longer than usual. Feed block volumes in the UK were down by a quarter on the first half of FY2022, a situation that was consistent across the majority of distributors.

In the USA, molasses costs have increased 50% since 2019, and non-molasses ingredient costs are up by 65%, resulting in a 47% year on year increase in the selling price for feed blocks. At the same time, the USA has been severely impacted by three years of drought, with the US Department of Agriculture Drought Mitigation Center reporting 41% of the national cattle herd being in areas experiencing drought. In key market areas for feed blocks, ranch-based cow calf herd headcount has reduced by up to 40%, in part reflecting the drought impact, but also occurring as the US beef industry reaches the low point of a 10-year production cycle. As a result of all these factors, volumes sold (excluding joint ventures) were 10% down on last year, limiting scope to recover fixed costs in the business.

At the UK animal health business acquired in 2018, revenues were down 11% compared to the prior year, principally related to lower sheep bolus volumes in one market where favourable weather and general market conditions limited demand.

Management maintains a positive longer-term outlook for the Speciality Agriculture division from FY2024 onwards, whilst recognising that H2 for the current year will remain challenging. In the UK and Ireland, farm input prices, particularly for feed and fertiliser, are coming down, easing the pressure on customer spending budgets. At the same time, farmgate prices for dairy, beef and lamb are strong, particularly when compared to 10-year historic averages, such that investment in the quality of inputs will be repaid by the marginal gain in revenue-related traits of daily liveweight gain and milk yield. In the USA, the area affected by drought is markedly reduced from 12 months previously, whilst the cyclical outlook specifically for beef will improve as herds rebuild over the next five years. Management action at the UK animal health business and at the US speciality protein business lays the foundations for improved profitability. Each of the Speciality Agriculture businesses is founded on respected brands with a track record of quality, innovation and service, that will support sales as markets recover from recent extraordinary conditions.

Engineering

The Engineering division comprises specialist 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 2023   H1 2022 (restated)   % Change 
 Revenue               GBP22.6m             GBP21.8m         4% 
                      ---------  -------------------  --------- 
 Adjusted operating 
  profit                GBP1.1m              GBP2.0m      (44%) 
                      ---------  -------------------  --------- 
 Adjusted operating 
  margin                   4.9%                 9.2% 
                      ---------  -------------------  --------- 
 

Performance in the division was below the prior year in H1 due to phasing of contracts and completion of a long-running defence contract that has impacted margins.

The order book has strengthened during the first half, with GBP41.3m recorded at the period end, ahead of the year end position of GBP40.6m. Significant contract wins since the end of February 2023 leave the order book standing at GBP57m at the end of April. This improved position will support performance during the second half of the year and into FY2024.

Fabrication and precision engineering revenues were up 27% in the period, supported by continued high activity levels in the nuclear sector and strong order intake from the oil and gas sector.

Revenues in the robotics business were down on last year, a reflection of temporary lower order receipts in this business during prior year, FY2022. With a significant uplift in order intake year to date, this part of the division's order book now stands at record levels, including a GBP1.5m contract in the emerging nuclear medicine sector and a prestigious GBP10m contract for the UK's National Nuclear Laboratory, the largest single contract signed by W ä lischmiller.

Management is confident in the outlook for the Engineering division beyond the current financial year, with confirmed high value contracts continuing into FY2024 and FY2025, a well-balanced spread of current orders across all the business units in the division, and a stronger market for precision engineering. The pipeline of opportunities and prospects beyond confirmed orders is very encouraging. The division is increasingly focused on the specific opportunities that match its market leading skills, technical strengths and high-quality manufacturing assets.

Disposal of Agricultural Supplies

The sale of the Agricultural Supplies division was completed on 26 October 2022, with receipt of GBP24.7 million in cash. Trading continued in the division until the completion date, during which period trading profit after tax was GBP0.8m.

The Agricultural Supplies division was treated as a discontinued operation in the accounts for the year ended 3 September 2022, with trading disclosed separately and the net assets of that business categorised as held for resale. An assessment of the fair value of the net assets was undertaken at the year end, resulting in a loss on measurement to fair value less costs to sell of GBP6.2m. Subsequent to the year end, during the process to complete the accounting treatment of the disposal, an adjustment related to the book cost of assets sold was identified, increasing the loss on disposal by GBP2.7m. Of this, GBP1.3m is attributable to the Group with the remainder allocated to the non-controlling interest's share of the loss on disposal. There is no impact on the cash proceeds received to date nor on future consideration receivable as a result of this.

The results and financial position of the Group's discontinued operations for the year ended 3 September 2022 have been restated to reflect the impact of this adjustment and full details are provided in note 9.

The process to close the completion accounts for the sale is underway and will be finished during the current financial year. Unconditional deferred consideration of GBP4m is due for payment in October 2023, in line with the sale agreement, leading to full receipt of the anticipated net proceeds of GBP29m, excluding any benefits from potential property related transactions over the next 2-3 years.

Financial review (Continuing Operations)

Adjusted results

Revenue increased by 24 % to GBP79.8m (H1 2022 restated: GBP64.5m), with year on year increases of 34% in Speciality Agriculture and 4% in Engineering.

Adjusted operating profit fell 23.4% to GBP5.8m (H1 2022 restated: GBP7.5m). Both divisions were below last year with Engineering down 44% and Speciality Agriculture below 2022 by 9%.

Central costs were 32% higher at GBP1.3m (H1 2022: GBP1.0m) driven by the impact of inflationary pay increases and the costs of early settlement of borrowings, with the benefit of the latter expected in reduced financing costs in the balance of the financial year.

Net finance costs of GBP0.2m (H1 2022: GBP0.3m) were slightly lower than the prior period. Higher interest rates were offset by lower borrowings across the period after existing facilities were reduced using consideration received from the sale of the Carr's Billington business.

The Group's adjusted profit before tax decreased by 23% to GBP5.5m (H1 2022 restated: GBP7.2m). Adjusted earnings per share decreased by 19.7% to 4.9p (H1 2022: restated 6.1p).

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 related to continuing operations during the period were a net charge before tax of GBP0.6m (H1 2022: credit of GBP0.5m), with full details included in note 8.

Statutory results

Rep orted operating profit on a statutory basis was GBP5.1m (H1 2022 restated: GBP8.0m) and reported profit before tax was GBP4.9m (H1 2022 restated: GBP7.7m). Basic earnings per share on a statutory basis was 4.4p (H1 2022: restated 6.8p).

Balance sheet and cash flow

Net cash generated from operating activities in the first half was GBP0.6m (H1 2022: cash consumed of GBP15.2m). Cash generated from continuing operations in the period of GBP3.6m was ahead of the same period last year (cash generated of GBP1.0m), while discontinued operations consumed cash of GBP3.0m (H1 2022: cash consumed of GBP16.1m).

Excluding leases, the Group moved from net debt of GBP14.0m at the financial year end to a net cash position of GBP8.6m at 4 March 2023. This change has been driven by proceeds received (net of professional fees paid and cash disposed) of GBP24.3m related to the sale of the Carr's Billington Agriculture business, which has supported a reduction in borrowings during the period of GBP19.4m. The working capital outflow in the period was GBP1.6m (H1 2022: GBP5.6m) driven by a reduction in inventory levels since year end, offset by an increase in accounts receivable, due in part to the continued high selling prices in Speciality Agriculture.

The Group's defined benefit pension scheme remains in surplus, with a balance o f GBP5.9m compared to GBP6.8m at 3 September 2022. The process towards a potential full buy-out of the scheme is progressing.

Shareholders' equity at 4 March 2023 was GBP120.3m (3 September 2022 restated: GBP119.2m).

A first interim dividend of 1.175 pence per ordinary share will be paid on 19 June 2023 to shareholders on the register on 12 May 2023. The ex-dividend date will be 11 May 2023.

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 regularly. The principal risks and uncertainties for the remainder of the financial year are not considered to have changed materially from those included on pages 24 to 26 of the Annual Report and Accounts 2022 (available on the Company's website at http://investors.carrsgroup.com).

Outlook

The outlook for Engineering in the second half of FY2023 is positive. The division has several key contracts coming through in fabrication and robotics, allied to an improved position for the precision engineering business buoyed by activity in oil and gas. These factors will offset the low summer season for Speciality Agriculture which also continues to manage historically high input costs. Acknowledging the challenges ahead, the Board anticipates full year adjusted profit before tax of c.GBP10m and remains confident in the prospects of both divisions in the medium term.

CONDENSED CONSOLIDATED INCOME STATEMENT

For the 26 weeks ended 4 March 2023

 
 
                                               26 weeks                         26 weeks                      53 weeks 
                                                  ended                            ended                         ended 
                                                4 March                      26 February                   3 September 
                                                   2023                             2022                          2022 
                                            (unaudited)     (unaudited) (restated) (2,3)      (audited) (restated) (3) 
                                  Notes         GBP'000                          GBP'000                       GBP'000 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 Continuing operations 
 Revenue                            6,7          79,754                           64,533                       124,240 
 Cost of sales                                 (62,032)                         (47,396)                      (94,632) 
 
 Gross profit                                    17,722                           17,137                        29,608 
 
 Net operating expenses                        (14,178)                          (9,928)                      (22,216) 
 Share of post-tax results of 
  joint ventures                      6           1,596                              793                           840 
 
 Adjusted (1) operating profit        6           5,766                            7,525                        11,906 
 Adjusting items                      8           (626)                              477                       (3,674) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 Operating profit                     6           5,140                            8,002                         8,232 
 
 Finance income                                     382                              161                           351 
 Finance costs                                    (609)                            (460)                       (1,017) 
 
 Adjusted (1) profit before 
  taxation                            6           5,539                            7,226                        11,240 
 Adjusting items                      8           (626)                              477                       (3,674) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 Profit before taxation               6           4,913                            7,703                         7,566 
 
 Taxation                                         (753)                          (1,366)                       (1,524) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 Adjusted(1) profit for the 
  period from continuing 
  operations                                      4,638                            5,674                         9,374 
 Adjusting items                      8           (478)                              663                       (3,332) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 
 Profit for the period from 
  continuing operations                           4,160                            6,337                         6,042 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 
 Discontinued operations 
 Profit/(loss) for the period 
  from discontinued operations 
  (including held for sale)           9               -                            2,005                       (4,923) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 Profit for the period                            4,160                            8,342                         1,119 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 
 Profit attributable to: 
 Equity shareholders                              3,946                            7,558                         3,733 
 Non-controlling interests                          214                              784                       (2,614) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
                                                  4,160                            8,342                         1,119 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 
 Earnings per ordinary share 
 (pence) 
 Basic 
 Profit from continuing 
  operations                         10             4.4                              6.8                           6.4 
 (Loss)/profit from 
  discontinued operations            10           (0.2)                              1.3                         (2.4) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
                                     10             4.2                              8.1                           4.0 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 Diluted 
 Profit from continuing 
  operations                         10             4.4                              6.7                           6.4 
 (Loss)/profit from 
  discontinued operations            10           (0.2)                              1.3                         (2.4) 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
                                     10             4.2                              8.0                           4.0 
-------------------------------  ------  --------------  -------------------------------  ---------------------------- 
 
 

(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. An alternative performance measures glossary can be found in note 20.

(2) Restated to provide comparable information for continuing and discontinued operations following the classification of the Carr's Billington Agricultural business as a disposal group. Further details of results from discontinued operations and net assets relating to the disposal group can be found in note 9.

(3) See note 19 for an explanation of the prior period restatements to the period ended 26 February 2022 recognised in relation to the recognition of revenue from customer contracts within the Engineering division and notes 9 and 19 in respect of the prior year restatement to the year ended 3 September 2022 to discontinued operations.

(4) Non-controlling interests relate to businesses in the disposal group.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 26 weeks ended 4 March 2023

 
 
                                                                                                              53 weeks 
                                           26 weeks ended                                                        Ended 
                                                  4 March                 26 weeks ended                   3 September 
                                                     2023               26 February 2022                          2022 
                                              (unaudited)     (unaudited) (restated) (2)      (audited) (restated) (2) 
                                 Notes            GBP'000                        GBP'000                       GBP'000 
------------------------------  ------  -----------------  -----------------------------  ---------------------------- 
 
 
 
 Profit for the period                              4,160                          8,342                         1,119 
------------------------------  ------  -----------------  -----------------------------  ---------------------------- 
 
 Other comprehensive 
 (expense)/income 
 
 Items that may be 
 reclassified subsequently to 
 profit or loss: 
 Foreign exchange translation 
  (losses)/gains arising on 
  translation of overseas 
  subsidiaries                                      (666)                            111                         4,288 
 Net investment hedges                                  -                            133                            60 
 Taxation charge on net 
  investment hedges                                     -                           (25)                          (11) 
 
 Items that will not be 
 reclassified subsequently to 
 profit or loss: 
 Actuarial (losses)/gains on 
 retirement benefit asset: 
 - Group                            15            (1,445)                            530                       (2,576) 
 - Share of associate (YE 
  2022: included in disposal 
  group held for sale)                                  -                              -                         (287) 
 
 Taxation credit/(charge) on 
 actuarial (losses)/gains on 
 retirement benefit asset: 
 - Group                                              361                          (133)                           644 
 - Share of associate (YE 
  2022: included in disposal 
  group held for sale)                                  -                              -                            72 
 
 Other comprehensive (expense)/income 
  for the period, net of tax                      (1,750)                            616                         2,190 
--------------------------------------  -----------------  -----------------------------  ---------------------------- 
 
 Total comprehensive income 
  for the period                                    2,410                          8,958                         3,309 
------------------------------  ------  -----------------  -----------------------------  ---------------------------- 
 
 Total comprehensive income 
 attributable to: 
 Equity shareholders                                2,196                          8,174                         5,923 
 Non-controlling interests(1)                         214                            784                       (2,614) 
 
                                                    2,410                          8,958                         3,309 
------------------------------  ------  -----------------  -----------------------------  ---------------------------- 
 
 Total comprehensive income 
 attributable to: 
 Continuing operations                              2,410                          6,953                         8,447 
 Discontinued operations                                -                          2,005                       (5,138) 
 
                                                    2,410                          8,958                         3,309 
------------------------------  ------  -----------------  -----------------------------  ---------------------------- 
 
 
   (1)   Non-controlling interests relate to businesses included in the disposal group. 

(2) See note 19 for an explanation of the prior period restatements to the period ended 26 February 2022 recognised in relation to the recognition of revenue from customer contracts within the Engineering division and notes 9 and 19 in respect of the prior year restatement to the year ended 3 September 2022 to discontinued operations.

CONDENSED CONSOLIDATED BALANCE SHEET

As at 4 March 2023

 
 
                                                                                             As at               As at 
                                                              As at                    26 February         3 September 
                                                            4 March                           2022                2022 
                                                               2023      (unaudited) (restated)[1]           (audited) 
                                                        (unaudited)                                     (restated) (1) 
                                             Notes          GBP'000                        GBP'000             GBP'000 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 Non-current assets 
 Goodwill                                       12           23,351                         31,634              23,609 
 Other intangible assets                        12            4,277                          4,656               4,635 
 Property, plant and equipment                  12           30,694                         37,155              33,204 
 Right-of-use assets                            12            7,891                         15,816               8,223 
 Investment property                            12            2,680                            149                  74 
 Investment in associate                                          -                         14,687                   - 
 Interest in joint ventures                                   7,525                          8,445               6,065 
 Other investments                                               31                             72                  32 
 Contract assets                                                316                            310                 316 
 Financial assets 
 - Non-current receivables                                       23                             20                  23 
 Retirement benefit asset                       15            5,874                          9,964               6,828 
 Deferred tax asset                                             205                             70                 213 
                                                             82,867                        122,978              83,222 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 
 Current assets 
 Inventories                                                 24,856                         51,926              26,990 
 Contract assets                                              7,124                          6,623               7,564 
 Trade and other receivables                                 27,479                         82,356              19,015 
 Current tax assets                                           3,149                          3,216               3,866 
 Financial assets 
 - Cash and cash equivalents                    13           23,493                         28,457              22,515 
 Assets included in disposal group 
  classified as held for sale                    9                -                              -             145,801 
                                                             86,101                        172,578             225,751 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 
 Total assets                                               168,968                        295,556             308,973 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 
 Current liabilities 
 Financial liabilities 
 - Borrowings                                   13          (9,392)                       (37,069)            (12,734) 
 - Leases                                                   (1,325)                        (3,301)             (1,416) 
 - Derivative financial instruments                            (41)                              -                (62) 
 Contract liabilities                                       (3,165)                        (1,706)             (2,426) 
 Trade and other payables                                  (18,717)                       (74,054)            (21,000) 
 Current tax liabilities                                      (166)                          (254)               (711) 
 Liabilities included in disposal group 
  classified as held for sale                    9                -                              -           (101,566) 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
                                                           (32,806)                      (116,384)           (139,915) 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 Non-current liabilities 
 Financial liabilities 
 - Borrowings                                   13          (5,470)                       (21,246)            (23,805) 
 - Leases                                                   (5,769)                       (11,982)             (6,128) 
 Deferred tax liabilities                                   (4,648)                        (5,560)             (5,048) 
 Other non-current liabilities                                 (20)                           (28)               (336) 
                                                           (15,907)                       (38,816)            (35,317) 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 
 Total liabilities                                         (48,713)                      (155,200)           (175,232) 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 
 Net assets                                                 120,255                        140,356             133,741 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 
 Shareholders' equity 
 Share capital                                  16            2,351                          2,349               2,350 
 Share premium                                  16           10,522                         10,465              10,500 
 Other reserves                                               6,121                          2,841               6,988 
 Retained earnings                                          101,261                        106,737              99,318 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 Total shareholders' equity                                 120,255                        122,392             119,156 
 Non-controlling interests                                        -                         17,964              14,585 
 Total equity                                               120,255                        140,356             133,741 
------------------------------------------  ------  ---------------  -----------------------------  ------------------ 
 

(1) See note 19 for an explanation of the prior period restatements to the period ended 26 February 2022 recognised in relation to the recognition of revenue from customer contracts within the Engineering division and notes 9 and 19 in respect of the prior year restatement to the year ended 3 September 2022 to discontinued operations and non-current assets held for sale.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 26 weeks ended 4 March 2023

 
                                                 Equity    Foreign                                  Total 
                        Share      Share   Compensation   Exchange      Other    Retained   Shareholders'   Non-Controlling       Total 
                      Capital    Premium        Reserve    Reserve    Reserve    Earnings          Equity         Interests      Equity 
                      GBP'000    GBP'000        GBP'000    GBP'000    GBP'000     GBP'000         GBP'000           GBP'000     GBP'000 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 As previously 
  reported at 3 
  September 2022 
  (audited)             2,350     10,500            528      6,268        192     100,657         120,495            15,976     136,471 
 Prior period 
  adjustment(1)             -          -              -          -          -     (1,339)         (1,339)           (1,391)     (2,730) 
                                          -------------  ---------  ---------                                                ---------- 
 At 4 September 
  2022 (restated) 
  (1)                   2,350     10,500            528      6,268        192      99,318         119,156            14,585     133,741 
                               ---------  -------------  ---------  ---------                                                ---------- 
 Profit for the 
  period                    -          -              -          -          -       3,946           3,946               214       4,160 
 Other 
  comprehensive 
  expense                   -          -              -      (666)          -     (1,084)         (1,750)                 -     (1,750) 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 Total 
  comprehensive 
  (expense)/income          -          -              -      (666)          -       2,862           2,196               214       2,410 
 Dividends paid             -          -              -          -          -     (1,104)         (1,104)                 -     (1,104) 
 Equity-settled 
  share-based 
  payment 
  transactions              -          -           (16)          -          -           -            (16)                 -        (16) 
 Allotment of 
  shares                    1         22              -          -          -           -              23                 -          23 
 Sale of disposal 
  group                     -          -              -          -          -           -               -          (14,799)    (14,799) 
 Transfer                   -          -          (184)          -        (1)         185               -                 -           - 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 At 4 March 2023 
  (unaudited)           2,351     10,522            328      5,602        191     101,261         120,255                 -     120,255 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 
 As previously 
  reported at 28 
  August 2021 
  (audited)             2,343     10,155            480      1,903        195     103,006         118,082            17,152     135,234 
 Prior period 
  adjustment(1)             -          -              -         28          -       (711)           (683)                 -       (683) 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 At 29 August 2021 
  (restated)(1)         2,343     10,155            480      1,931        195     102,295         117,399            17,152     134,551 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 Profit for the 
  period 
  (restated)(1)             -          -              -          -          -       7,558           7,558               784       8,342 
 Other 
  comprehensive 
  income                    -          -              -        219          -         397             616                 -         616 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 Total 
  comprehensive 
  income 
  (restated)(1)             -          -              -        219          -       7,955           8,174               784       8,958 
 Dividends paid             -          -              -          -          -     (3,583)         (3,583)                 -     (3,583) 
 Equity-settled 
  share-based 
  payment 
  transactions              -          -             86          -          -           -              86                28         114 
 Allotment of 
  shares                    6        310              -          -          -           -             316                 -         316 
 Transfer                   -          -           (68)          -        (2)          70               -                 -           - 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 At 26 February 
  2022 (unaudited) 
  (restated)(1)         2,349     10,465            498      2,150        193     106,737         122,392            17,964     140,356 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 
 As previously 
  reported at 28 
  August 2021 
  (audited)             2,343     10,155            480      1,903        195     103,006         118,082            17,152     135,234 
 Prior period 
  adjustment(1)             -          -              -         28          -       (711)           (683)                 -       (683) 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 At 29 August 2021 
  (restated)(1)         2,343     10,155            480      1,931        195     102,295         117,399            17,152     134,551 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 Profit/(loss) for 
  the period 
  (restated)(1)             -          -              -          -          -       3,733           3,733           (2,614)       1,119 
 Other 
  comprehensive 
  income/(expense)          -          -              -      4,337          -     (2,147)           2,190                 -       2,190 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 Total 
  comprehensive 
  income/(expense) 
  (restated)(1)             -          -              -      4,337          -       1,586           5,923           (2,614)       3,309 
 Dividends paid             -          -              -          -          -     (4,687)         (4,687)                 -     (4,687) 
 Equity-settled 
  share-based 
  payment 
  transactions              -          -            199          -          -           -             199                50         249 
 Excess deferred 
  taxation on 
  share-based 
  payments                  -          -              -          -          -        (30)            (30)               (3)        (33) 
 Allotment of 
  shares                    7        345              -          -          -           -             352                 -         352 
 Transfer                   -          -          (151)          -        (3)         154               -                 -           - 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 At 3 September 
  2022 (audited) 
  (restated)(1)         2,350     10,500            528      6,268        192      99,318         119,156            14,585     133,741 
------------------  ---------  ---------  -------------  ---------  ---------  ----------  --------------  ----------------  ---------- 
 

(1) See note 19 for an explanation of the prior period restatements to the period ended 26 February 2022 recognised in relation to the recognition of revenue from customer contracts within the Engineering division and notes 9 and 19 in respect of the prior year restatement to the year ended 3 September 2022 to discontinued operations.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 26 weeks ended 4 March 2023

 
 
                                                             26 weeks ended       26 weeks ended        53 weeks ended 
                                                               4 March 2023     26 February 2022      3 September 2022 
                                                                (unaudited)          (unaudited)             (audited) 
                                                    Notes           GBP'000              GBP'000               GBP'000 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 Cash flows from operating activities 
 Cash generated from continuing operations             17             4,040                1,948                 4,473 
 Interest received                                                      225                   74                   179 
 Interest paid                                                        (663)                (471)                 (986) 
 Tax paid                                                              (38)                (579)                 (805) 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 Net cash generated from operating activities in 
  continuing operations                                               3,564                  972                 2,861 
 Net cash used in operating activities in discontinued 
  operations                                                        (2,952)             (16,144)               (6,901) 
 Net cash generated from/(used in) operating 
  activities                                                            612             (15,172)               (4,040) 
 
 Cash flows from investing activities 
 Sale of disposal group (net of cash disposed and                    24,341                    -                     - 
 costs to sell) 
 Acquisition of subsidiaries (net of cash 
  acquired)                                                               -                    -                 (426) 
 Dividends received from joint ventures                                   -                1,626                 2,250 
 Purchase of intangible assets                                        (157)                  (1)                 (342) 
 Proceeds from sale of property, plant and 
  equipment                                                               -                   17                    31 
 Purchase of property, plant and equipment                          (1,970)              (1,531)               (3,696) 
 Proceeds from sale of investment property                                -                    -                   149 
 Net cash generated from/(used in) investing 
  activities in continuing operations                                22,214                  111               (2,034) 
 Net cash used in investing activities in discontinued 
  operations                                                          (604)                (479)               (2,749) 
 Net cash generated from/(used in) investing 
  activities                                                         21,610                (368)               (4,783) 
 
 Cash flows from financing activities 
 Proceeds from issue of ordinary share capital                           23                  316                   352 
 New financing and drawdowns on RCF                                   4,741                5,311                10,051 
 Repayment of RCF drawdowns                                        (21,741)              (6,000)               (8,000) 
 Lease principal repayments                                           (764)                (770)               (1,550) 
 Repayment of borrowings                                            (4,011)              (1,406)               (2,840) 
 Dividends paid to shareholders                                     (1,104)              (3,583)               (4,687) 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 Net cash used in financing activities in 
  continuing operations                                            (22,856)              (6,132)               (6,674) 
 Net cash (used in)/generated from financing activities 
  in discontinued operations                                        (9,599)               22,405                20,324 
---------------------------------------------------------  ----------------  -------------------  -------------------- 
 Net cash (used in)/generated from financing 
  activities                                                       (32,455)               16,273                13,650 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 
 Effects of exchange rate changes                                        33                   39                   332 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 Net (decrease)/increase in cash and cash 
  equivalents                                                      (10,200)                  772                 5,159 
 Cash and cash equivalents at beginning of the 
  period                                                             24,856               19,696                19,696 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 Cash and cash equivalents at end of the period                      14,656               20,468                24,855 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 
 Cash and cash equivalents consist of: 
 Cash and cash equivalents per the balance sheet                     23,493               28,457                22,515 
 Cash and cash equivalents of disposal group 
  classified as held for sale                           9                 -                    -                12,074 
 Bank overdrafts included in borrowings                             (8,837)              (7,989)               (9,734) 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
                                                                     14,656               20,468                24,855 
-------------------------------------------------  ------  ----------------  -------------------  -------------------- 
 

Statement of Directors' responsibilities

The Directors confirm that these condensed consolidated interim financial statements have been prepared in accordance with UK-adopted International Accounting Standard 34, ' Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the first 26 weeks of the year and their impact on the condensed set of interim financial statements, and a description of the principal risks and uncertainties for the remaining 26 weeks of the financial year; and

-- material related party transactions in the first 26 weeks of the year and any material changes in the related party transactions described in the last Annual Report.

The Directors are listed in the Annual Report and Accounts 2022. A list of current Directors is maintained on the website: www.carrsgroup.com

On behalf of the Board

 
 
 
 
 
 
 
 Peter Page                David White 
 Chief Executive Officer   Chief Financial Officer 
 2 May 2023                2 May 2023 
 

Unaudited notes to condensed interim financial information

   1.         General information 

The Group operates two divisions: Speciality Agriculture and Engineering. The previously reported division of Agricultural Supplies was disposed on 26 October 2022 and is disclosed as a discontinued operation throughout the condensed consolidated interim financial statements. 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 2 May 2023.

The comparative figures for the financial year ended 3 September 2022 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 4 March 2023 have been prepared in accordance with UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The annual financial statements of the Group for the year ending 2 September 2023 will be prepared in accordance with UK-adopted International Accounting Standards and 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 3 September 2022 which were prepared in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006 applicable to companies reporting under those standards.

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 December 2024.

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 securing orders. 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 restatements 

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 4 March 2023. Our effective tax rate in respect of continuing operations was 22.7% (H1 2022: restated 19.8%) after adjusting for results from joint ventures, which are reported net of tax. The higher effective tax rate reflects the non-taxable adjustments to contingent consideration (note 8) in the prior period together with changes in the mix of overseas profits compared to the prior period.

Prior period restatements

The results and financial position of the Group for the period ended 26 February 2022 have been restated to reflect the impact of the prior period restatements recognised in the Annual Report and Accounts for the year ended 3 September 2022. The restatements were in respect of revenue recognised under IFRS15 (Revenue from Contracts with Customers) within the Engineering division and discontinued operations. A further prior period restatement, impacting the year to 3 September 2022, has been made in these interim financial statements in relation to the measurement to fair value less costs to sell of the disposal group. Further details of these restatements can be found in notes 9 and 19.

   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 53 weeks ended 3 September 2022, 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 3 September 2022.

   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 of continuing operations have been identified as Speciality Agriculture and Engineering. The previously reported operating segment of Agricultural Supplies, which was disposed of on 26 October 2022, is disclosed as a discontinued operation in the segmental reporting tables below. Prior period disclosures have been restated to aid comparability. Central comprises the central business activities of the Group's head office, which earns no external revenues. Prior period disclosures have also been restated in respect of the recognition of revenue from customer contracts within the Engineering division and discontinued operations, and the restatement of the loss for the period from discontinued operations. Further details of the prior period restatements can be found in notes 9 and 19.

Performance is assessed using adjusted 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 4 March 2023 and the comparative periods.

 
                                          Speciality                                 Continuing   Discontinued 
                                         Agriculture     Engineering     Central          Group     operations 
 26 weeks ended 4 March 2023                 GBP'000         GBP'000     GBP'000        GBP'000        GBP'000 
 
 Total segment revenue                        58,461          22,646           -         81,107         63,799 
 Inter segment revenue                       (1,320)            (33)           -        (1,353)            (2) 
 Revenue from external customers              57,141          22,613           -         79,754         63,797 
                                       =============  ==============  ==========  =============  ============= 
 
 Adjusted (1) EBITDA(2)                        5,346           2,313     (1,200)          6,459            576 
 Depreciation, amortisation 
  and profit/(loss) on disposal 
  of non-current assets                        (978)         (1,196)       (115)        (2,289)              - 
 Share of post-tax results 
  of associate and joint ventures              1,596               -           -          1,596            517 
-------------------------------------  -------------  --------------  ----------  -------------  ------------- 
 Adjusted(1) operating profit/(loss)           5,964           1,117     (1,315)          5,766          1,093 
 Adjusting items (note 8)                      (546)           (231)         151          (626)          (798) 
 
 Operating profit/(loss)                       5,418             886     (1,164)          5,140            295 
                                       -------------  --------------  ---------- 
 Finance income                                                                             382              - 
 Finance costs                                                                            (609)          (216) 
-------------------------------------  -------------  --------------  ----------  -------------  ------------- 
 Adjusted(1) profit before 
  taxation                                                                                5,539            877 
 Adjusting items (note 8)                                                                 (626)          (798) 
 
   Profit before taxation                                                                 4,913             79 
-------------------------------------  -------------  --------------  ----------  -------------  ------------- 
 Taxation of discontinued operations                                                                      (79) 
-------------------------------------  -------------  --------------  --------------  ---------  ------------- 
 Result for the period from 
  discontinued operations (note 
  9)                                                                                                         - 
-------------------------------------  -------------  --------------  --------------  ---------  ------------- 
 
 Segment gross assets                         61,795          77,199          29,974    168,968              - 
-------------------------------------  -------------  --------------  --------------  ---------  ------------- 
 Segment gross liabilities                  (16,093)        (24,471)         (8,149)   (48,713)              - 
-------------------------------------  -------------  --------------  --------------  ---------  ------------- 
 
 

(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 26 February 2022 has been restated to present continuing operations and discontinued operations separately. This is to aid comparability with the segmental information for the other periods presented. Prior period disclosures have also been restated in respect of the recognition of revenue from customer contracts within the Engineering division and discontinued operations. Further details of the prior period restatements can be found in notes 9 and 19.

26 weeks ended 26 February 2022 (restated)

 
                                          Speciality                               Continuing   Discontinued 
                                         Agriculture     Engineering     Central        Group     operations 
                                             GBP'000         GBP'000     GBP'000      GBP'000        GBP'000 
 
 Total segment revenue                        46,953          21,897           -       68,850        152,546 
 Inter segment revenue                       (4,267)            (50)           -      (4,317)            (2) 
 Revenue from external customers              42,686          21,847           -       64,533        152,544 
                                       =============  ==============  ==========  ===========  ============= 
 
 Adjusted(1) EBITDA(2)                         6,463           3,133       (890)        8,706          4,229 
 Depreciation, amortisation 
  and profit/(loss) on disposal 
  of non-current assets                        (738)         (1,128)       (108)      (1,974)        (1,310) 
 Share of post-tax results 
  of associate (adjusted(1) 
  ) and joint ventures                           793               -           -          793            883 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Adjusted(1) operating profit/(loss)           6,518           2,005       (998)        7,525          3,802 
 Adjusting items (note 8)                      (244)           1,096       (375)          477        (1,244) 
 
 Operating profit/(loss)                       6,274           3,101     (1,373)        8,002          2,558 
                                       -------------  --------------  ---------- 
 Finance income                                                                           161              - 
 Finance costs                                                                          (460)          (231) 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Adjusted(1) profit before 
  taxation                                                                              7,226          3,571 
 Adjusting items (note 8)                                                                 477        (1,244) 
 
   Profit before taxation                                                               7,703          2,327 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Taxation of discontinued operations                                                                   (322) 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Profit for the period from 
  discontinued operations (note 
  9)                                                                                                   2,005 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 
 Segment gross assets                         49,940          75,164      22,794      147,898        147,658 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Segment gross liabilities                  (13,803)        (23,490)    (26,606)     (63,899)       (91,301) 
-------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 

(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 53 weeks ended 3 September 2022 has been restated in respect of the measurement to fair value less costs to sell of the disposal group. Further details of the prior period restatement can be found in notes 9 and 19.

53 weeks ended 3 September 2022 (restated)

 
                                            Speciality                               Continuing   Discontinued 
                                           Agriculture     Engineering     Central        Group     operations 
                                               GBP'000         GBP'000     GBP'000      GBP'000        GBP'000 
 
 Total segment revenue                          84,321          46,347           -      130,668        343,844 
 Inter segment revenue                         (6,244)           (184)           -      (6,428)            (6) 
 Revenue from external customers                78,077          46,163           -      124,240        343,838 
                                         =============  ==============  ==========  ===========  ============= 
 
 Adjusted(1) EBITDA(2)                           9,869           7,693     (2,487)       15,075          7,586 
 Depreciation, amortisation 
  and profit/(loss) on disposal 
  of non-current assets                        (1,532)         (2,326)       (151)      (4,009)        (2,693) 
 Share of post-tax results 
  of associate (adjusted(1) 
  ) and joint ventures                             840               -           -          840          2,016 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Adjusted(1) operating profit/(loss)             9,177           5,367     (2,638)       11,906          6,909 
 Adjusting items (note 8)                          131         (3,351)       (454)      (3,674)       (10,465) 
 
 Operating profit/(loss)                         9,308           2,016     (3,092)        8,232        (3,556) 
                                         -------------  --------------  ---------- 
 Finance income                                                                             351              - 
 Finance costs                                                                          (1,017)          (756) 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Adjusted(1) profit before 
  taxation                                                                               11,240          6,153 
 Adjusting items (note 8)                                                               (3,674)       (10,465) 
 
   Profit/(loss) before taxation                                                          7,566        (4,312) 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Taxation of discontinued operations                                                                     (611) 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Loss for the period from discontinued 
  operations (note 9)                                                                                  (4,923) 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 
 Segment gross assets                           58,972          79,821      24,379      163,172        145,801 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 Segment gross liabilities                    (15,739)        (28,383)    (29,544)     (73,666)      (101,566) 
---------------------------------------  -------------  --------------  ----------  -----------  ------------- 
 

(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 continuing Group's reported revenue disaggregated based on the timing of revenue recognition.

 
                                                    26 weeks 
                                    26 weeks           ended         53 weeks 
                                       ended     26 February            ended 
                                     4 March            2022      3 September 
                                        2023      (restated)             2022 
 Timing of revenue recognition       GBP'000         GBP'000          GBP'000 
-------------------------------  -----------  --------------  --------------- 
 Over time                            12,350          13,592           28,919 
 At a point in time                   67,404          50,941           95,321 
                                      79,754          64,533          124,240 
-------------------------------  -----------  --------------  --------------- 
 

All revenue in respect of discontinued operations is recognised at a point in time.

   8.         Adjusting items 
 
                                                                                                          53 weeks 
                                                                           26 weeks        26 weeks          ended 
                                                                              ended           ended    3 September 
                                                                            4 March     26 February           2022 
                                                                               2023            2022     (restated) 
                                                                            GBP'000         GBP'000        GBP'000 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 Continuing operations 
 Amortisation of acquired intangible assets (i)                                 476             468            940 
 Adjustments to contingent consideration (ii)                                     -         (1,320)        (1,320) 
 Strategic review costs (iii)                                                 (151)             375            455 
 Gain on acquisition of Afgritech (iv)                                            -               -          (733) 
 Cloud configuration and customisation costs - Group (v)                        301               -            113 
 Goodwill impairment (vi)                                                         -               -          4,219 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 Charge/(credit) included in profit before taxation                             626           (477)          3,674 
 Taxation effect of the above adjusting items                                 (148)           (186)          (342) 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 Charge/(credit) included in profit for the period from continuing 
  operations                                                                    478           (663)          3,332 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 Discontinued operations 
 Loss on fair value measurement less costs to sell (vii)                        798               -          9,106 
 Cloud configuration and customisation costs - Group (v)                          -             983            974 
 Cloud configuration and customisation costs - share of associate (v)             -             261            365 
 Acquisition-related costs (viii)                                                 -               -             20 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 Charge pre-tax included in discontinued operations                             798           1,244         10,465 
 Taxation effect of the above adjusting items                                     -           (187)          (186) 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 Charge post-tax included in discontinued operations                            798           1,057         10,279 
----------------------------------------------------------------------  -----------  --------------  ------------- 
 

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

(iv) In the prior year the Group acquired the remaining 50% shareholding in Afgritech Ltd and the financial position and performance of the business, together with that of its 100% owned subsidiary Afgritech LLC, was fully consolidated from the date of acquisition. The Group's joint venture interest was effectively disposed of at this acquisition date with a gain of GBP197,000, being the difference between the carrying value and the fair value of the joint venture interest, recognised. Also included in the amount in the table above are foreign exchange gains of GBP559,000 that were recycled from the foreign exchange reserve to the income statement on disposal, acquisition-related costs of GBP27,000 and negative goodwill of GBP4,000.

(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.

   (vi)       Impairment in the prior year of goodwill in respect of the Chirton profit centre and Wälischmiller Engineering GmbH cash-generating units. 

(vii) The Group disposed of its interest in the Carr's Billington Agricultural business on 26 October 2022. The loss on fair value measurement less costs to sell in this period arises from the structure of the sale and offsets the retained profits from discontinued operations between 3 September 2022 and completion date. The consideration receivable remains subject to any final adjustments once the completion accounts mechanism is finalised. At the date of signing these condensed interim financial statements the completion accounts have not yet been finalised and therefore the loss presented remains subject to change.

At the prior year end the carrying value of the assets and liabilities included in the disposal group classified as held for sale exceeded the fair value less costs to sell. As a result the net assets of the disposal group were reduced to the fair value less costs to sell resulting in a loss of GBP9,106,000 being recognised. This included a loss attributable to the non-controlling interests of GBP3,994,000 together with costs to sell of GBP175,000 recognised within the accounts of Carrs Billington Agriculture (Sales) Ltd.

(viii) Acquisition-related costs relate to legal fees incurred in respect of an aborted acquisition in the prior year.

   9.         Discontinued operations and non-current assets held for sale 

On 31 August 2022, the Group entered into a conditional agreement to dispose of its interests in the Carr's Billington Agricultural business to Edward Billington & Son Limited. In accordance with IFRS 5 'Non-current assets held for sale and discontinued operations', the assets and liabilities related to the business were classified as a disposal group held for sale at 3 September 2022. The sale was conditional on approval by the Group's shareholders which was given at a General Meeting held on 19 September 2022. The disposal completed on 26 October 2022.

On completion, the Company received GBP24.7m initial cash proceeds (before costs to sell) following certain working capital adjustments since the announcement on 31 August 2022. The consideration receivable remains subject to any final adjustments once the completion accounts mechanism is finalised. At the date of signing these condensed interim financial statements the completion accounts have not yet been finalised and therefore the loss presented remains subject to change.

The tables below show the results of the discontinued operations together with the classes of assets and liabilities comprising the operations held for sale in the Group balance sheet as at 3 September 2022.

 
                                                            26 weeks       26 weeks           53 weeks 
                                                               ended          ended              ended 
                                                             4 March    26 February        3 September 
                                                                2023           2022    2022 (restated) 
                                                             GBP'000        GBP'000            GBP'000 
 
 
       Revenue (H1 2022: restated)                            63,797        152,544              343,838 
       Expenses (H1 2022: restated)                         (63,437)      (150,839)            (340,870) 
                                                           ---------  -------------  ------------------- 
                                                                 360          1,705                2,968 
 
       Share of post-tax results of associate                    415            417                1,165 
       Share of post-tax results of joint venture                102            205                  486 
                                                           ---------  -------------  ------------------- 
       Profit before taxation of discontinued 
        operations                                               877          2,327                4,619 
       Taxation                                                 (79)          (322)                (611) 
 
       Profit after taxation of discontinued 
        operations                                               798          2,005                4,008 
 
 
       Pre-taxation loss recognised on the measurement 
        to fair value less costs to sell                       (798)              -              (8,931) 
       Taxation                                                    -              -                    - 
                                                           ---------  -------------  ------------------- 
       After taxation loss recognised on the measurement 
        to fair value less costs to sell                       (798)              -              (8,931) 
                                                           ---------  -------------  ------------------- 
 
       Profit/(loss) for the period from discontinued 
        operations                                                 -          2,005              (4,923) 
                                                           =========  =============  =================== 
 

Revenue and expenses in the table above in respect of the period ended 26 February 2022 have been reduced by GBP6,340,000 to remove revenues where Carrs Billington Agriculture (Sales) Ltd acts as agent rather than principal and have been increased by GBP165,000 due to credit notes in excess of invoices in respect of intra-company transactions which had not been netted off in prior years. There is no impact on profit in respect of either of these.

In the year ended 3 September 2022 the pre-taxation loss recognised on the measurement to fair value less costs to sell included GBP3,994,000 in respect of the non-controlling interest's share of the measurement impairment.

The prior year loss recognised on the measurement to fair value less costs to sell had previously been determined based on the difference between estimated proceeds receivable and net assets of the two businesses where the direct shareholding was being sold. This has been corrected, by a prior period restatement, to also include the Group's interest in the joint venture, Bibby Agriculture Ltd, indirectly held by the Company through its ownership of Carrs Billington Agriculture (Sales) Ltd, together with consolidation adjustments to the assets and liabilities included in the overall Group net assets being disposed.

The net assets relating to the disposal group that were classified as held for sale at 3 September 2022 in the Group balance sheet are shown below:

 
                                                                (restated) 
                                                                   GBP'000 
       Assets of the disposal group 
       Goodwill                                                      5,285 
       Property, plant and equipment                                 8,539 
       Right-of-use assets                                           8,267 
       investment in associate                                      15,218 
       Interest in joint ventures                                    2,870 
       Other investments                                                45 
       Deferred tax asset                                              177 
       Inventories                                                  34,442 
       Trade and other receivables                                  65,946 
       Current tax assets                                              101 
       Cash and cash equivalents                                    12,074 
       Loss on fair value measurement before costs to sell*        (7,163) 
 
       Total assets                                                145,801 
                                                               =========== 
 
       Liabilities of the disposal group 
       Borrowings                                                 (24,415) 
       Leases                                                      (8,196) 
       Trade and other payables                                   (68,955) 
 
       Total liabilities                                         (101,566) 
                                                               =========== 
 
       Net assets                                                   44,235 
                                                               =========== 
 

* Costs to sell of GBP1,768,000 were incurred by the parent Company at 3 September 2022 and were therefore excluded from the loss on fair value measurement shown above.

The loss on fair value measurement before costs to sell included GBP3,994,000 in respect of the non-controlling interest's share of the measurement impairment.

   10.       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            53 weeks 
                                                                      26 weeks               ended               Ended 
                                                                         ended    26 February 2022    3 September 2022 
                                                                  4 March 2023          (restated)          (restated) 
                                                                       GBP'000             GBP'000             GBP'000 
 Continuing operations 
 Earnings                                                                4,160               6,337               6,042 
 Adjusting items: 
 Amortisation of acquired intangible assets                                476                 468                 940 
 Adjustments to contingent consideration                                     -             (1,320)             (1,320) 
 Strategic review costs                                                  (151)                 375                 455 
 Gain on acquisition of Afgritech                                            -                   -               (733) 
 Cloud configuration and customisation costs - Group                       301                   -                 113 
 Goodwill impairment                                                         -                   -               4,219 
 Taxation effect of the above                                            (148)               (186)               (342) 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 Earnings - adjusted                                                     4,638               5,674               9,374 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 
 Discontinued operations 
 Earnings                                                                (214)               1,221             (2,309) 
 Adjusting items: 
 Loss on fair value measurement less costs to sell                         798                   -               9,106 
 Cloud configuration and customisation costs - Group                         -                 983                 974 
 Cloud configuration and customisation costs - share of 
  associate                                                                  -                 261                 365 
 Acquisition-related costs                                                   -                   -                  20 
 Taxation effect of the above                                                -               (187)               (186) 
 Non-controlling interest in the above                                       -               (390)             (4,476) 
 Earnings - adjusted                                                       584               1,888               3,494 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 
 Continuing operations                                                   4,160               6,337               6,042 
 Discontinued operations                                                 (214)               1,221             (2,309) 
 Total earnings (basic)                                                  3,946               7,558               3,733 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 
 Continuing operations                                                   4,638               5,674               9,374 
 Discontinued operations                                                   584               1,888               3,494 
 Total earnings (adjusted)                                               5,222               7,562              12,868 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 
 
                                                                        Number              Number              Number 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 
 Weighted average number of ordinary shares in issue                94,010,254          93,759,322          93,873,465 
 Potentially dilutive share options                                  1,389,767           1,069,129           1,260,197 
 
                                                                    95,400,021          94,828,451          95,133,662 
--------------------------------------------------------------  --------------  ------------------  ------------------ 
 
 Earnings per share (pence) (restated) 
 Continuing operations 
 Basic                                                                    4.4p                6.8p                6.4p 
 Diluted                                                                  4.4p                6.7p                6.4p 
 Adjusted                                                                 4.9p                6.1p               10.0p 
 Diluted adjusted                                                         4.9p                6.0p                9.9p 
 
 Discontinued operations 
 Basic                                                                  (0.2)p                1.3p              (2.4)p 
 Diluted                                                                (0.2)p                1.3p              (2.4)p 
 Adjusted                                                                 0.6p                2.0p                3.7p 
 Diluted adjusted                                                         0.6p                2.0p                3.7p 
 
 Total Group 
 Basic                                                                    4.2p                8.1p                4.0p 
 Diluted                                                                  4.2p                8.0p                4.0p 
 Adjusted                                                                 5.5p                8.1p               13.7p 
 Diluted adjusted                                                         5.5p                8.0p               13.6p 
 
   11.       Dividends 

An interim dividend of GBP1,103,968 (H1 2022: GBP1,100,423) that related to the period to 3 September 2022 was paid on 30 September 2022. A final dividend of GBP2,680,121 (H1 2022: GBP2,482,959) in respect of the period to 3 September 2022 will be paid on 12 May 2023.

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

 
                                                         Other        Property, 
                                                    Intangible            plant     Right-of-use     Investment 
                                        Goodwill        assets    and equipment           assets       Property 
                                         GBP'000       GBP'000          GBP'000          GBP'000        GBP'000 
-----------------------------------  -----------  ------------  ---------------  ---------------  ------------- 
 26 weeks ended 4 March 
  2023 
 Opening net book amount 
  at 4 September 2022                     23,609         4,635           33,204            8,223             74 
 Exchange differences                      (258)          (12)            (216)                2              - 
 Additions and lease modifications             -           157            1,916              325              - 
 Disposals, transfers 
  and reclassifications                        -             -          (2,711)              (5)          2,633 
 Depreciation and amortisation                 -         (503)          (1,499)            (654)           (27) 
-----------------------------------  -----------  ------------  ---------------  ---------------  ------------- 
 Closing net book amount 
  at 4 March 2023                         23,351         4,277           30,694            7,891          2,680 
-----------------------------------  -----------  ------------  ---------------  ---------------  ------------- 
 
 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 
-----------------------------------  -----------  ------------  ---------------  ---------------  ------------- 
 

Transfers include assets refinanced under a lease and finance leased assets that became owned assets on maturity of the lease term. In the period ended 4 March 2023 it also includes property assets leased by companies in the continuing Group to Carrs Billington Agriculture (Sales) Ltd that have been reclassified as investment property when the company was sold on 26 October 2022.

Capital commitments contracted, but not provided for, by the Group at the period end amounts to GBP418,000 (2022: GBP659,000).

   13.       Borrowings 
 
                                                                    As at            As at           As at 
                                                                  4 March      26 February     3 September 
                                                                     2023             2022            2022 
                                                                  GBP'000          GBP'000         GBP'000 
------------------------------------------------------------  -----------  ---------------  -------------- 
 
 Current                                                            9,392           37,069          12,734 
 Non-current                                                        5,470           21,246          23,805 
------------------------------------------------------------  -----------  ---------------  -------------- 
 Total borrowings                                                  14,862           58,315          36,539 
 Cash and cash equivalents as per the balance sheet              (23,493)         (28,457)        (22,515) 
------------------------------------------------------------  -----------  ---------------  -------------- 
 Net (cash)/debt                                                  (8,631)           29,858          14,024 
------------------------------------------------------------  -----------  ---------------  -------------- 
 Undrawn facilities                                                29,028           20,381          26,111 
------------------------------------------------------------  -----------  ---------------  -------------- 
 
   The table above includes undrawn facilities in respect of discontinued operations at 26 February 
   2022 and at 3 September 2022 of GBP7.7m and GBP15.1m respectively. Current borrowings include 
   bank overdrafts of GBP8.8m (H1 2022: GBP8.0m; YE 2022: GBP9.7m). Undrawn facilities include 
   GBP8.8m (H1 2022: GBP6.1m; YE 2022: GBP7.7m) in respect of facilities that are renewable on 
   an annual basis. 
 
 
                                                          26 weeks            26 weeks 
                                                             ended               ended 
 Movements in borrowings are analysed as follows:     4 March 2023    26 February 2022 
                                                           GBP'000             GBP'000 
--------------------------------------------------  --------------  ------------------ 
 
 Balance at start of period                                 36,539              34,272 
 Exchange differences                                          194               (168) 
 New bank loans and drawdowns on RCF                         4,741               5,222 
 Repayment of RCF drawdowns                               (21,741)             (6,000) 
 Repayments of borrowings                                  (4,011)             (1,406) 
 Increase in other borrowings                                    -              22,989 
 Release of deferred borrowing costs                            37                  30 
 Net (decrease)/increase to bank overdraft                   (897)               3,376 
--------------------------------------------------  --------------  ------------------ 
 Balance at end of period                                   14,862              58,315 
--------------------------------------------------  --------------  ------------------ 
 

New bank loans and drawdowns on RCF in the prior period excludes re-financing of assets under new finance lease arrangements.

14. 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 and the discount rate. At the end of all periods presented there was no remaining contingent consideration payable.

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          As at          As at 
                                            4 March    26 February    3 September 
                                               2023           2022           2022 
                                            GBP'000        GBP'000        GBP'000 
---------------------------------------  ----------  -------------  ------------- 
 Fair value at the start of the period            -          1,320          1,320 
 Change in fair value                             -        (1,320)        (1,320) 
 Fair value at the end of the period              -              -              - 
---------------------------------------  ----------  -------------  ------------- 
 

15. Retirement benefit asset

The amounts recognised in the Income Statement are as follows:

 
                                                  26 weeks       26 weeks       53 weeks 
                                                     ended          Ended          ended 
                                                   4 March    26 February    3 September 
                                                      2023           2022           2022 
                                                   GBP'000        GBP'000        GBP'000 
-----------------------------------------------  ---------  -------------  ------------- 
 
 Administrative expenses                                66             16            126 
 Net interest on the net defined benefit asset       (157)           (79)          (159) 
 Total income                                         (91)           (63)           (33) 
-----------------------------------------------  ---------  -------------  ------------- 
 

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          As at          As at 
                                                         4 March    26 February    3 September 
                                                            2023           2022           2022 
                                                         GBP'000        GBP'000        GBP'000 
-----------------------------------------------------  ---------  -------------  ------------- 
 
 Present value of funded defined benefit obligations    (44,078)       (59,500)       (48,578) 
 Fair value of scheme assets                              49,952         69,464         55,406 
-----------------------------------------------------  ---------  -------------  ------------- 
 Surplus in funded scheme                                  5,874          9,964          6,828 
-----------------------------------------------------  ---------  -------------  ------------- 
 

Actuarial losses of GBP1,445,000 (2022: gains of GBP530,000) have been reported in the Statement of Comprehensive Income. The surplus has decreased over the period since 3 September 2022 due to changes in market conditions. Following completion of the disposal of the Carr's Billington Agricultural business the Group made a one-off contribution of GBP400,000 into the pension scheme.

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. The associate is included in the Carr's Billington Agricultural business sold on 26 October 2022.

16. Share capital

 
 
   Allotted and fully paid ordinary        Number   Share capital   Share premium      Total 
   shares of 2.5p each                  of shares         GBP'000         GBP'000    GBP'000 
------------------------------------  -----------  --------------  --------------  --------- 
 
 Opening balance as at 4 September 
  2022                                 93,999,596           2,350          10,500     12,850 
 Proceeds from shares issued: 
 - Share save scheme                       21,937               1              22         23 
 At 4 March 2023                       94,021,533           2,351          10,522     12,873 
------------------------------------  -----------  --------------  --------------  --------- 
 
 Opening balance 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 
------------------------------------  -----------  --------------  --------------  --------- 
 

21,937 shares were issued in the period to satisfy the share awards under the share save scheme with exercise proceeds of GBP23,335. The related weighted average price of the shares exercised in the period was GBP1.064 per share.

Since the period end the Company's issued share capital has increased to 94,105,241 shares due to the issue of 83,708 shares under the share save scheme with exercise proceeds of GBP89,859 and a related weighted average exercise price of GBP1.073 per share.

17. Cash generated from continuing operations

 
                                                                        26 weeks       26 weeks       53 weeks 
                                                                           ended          ended          ended 
                                                                         4 March    26 February    3 September 
                                                                            2023           2022           2022 
                                                                         GBP'000        GBP'000        GBP'000 
---------------------------------------------------------------------  ---------  -------------  ------------- 
 
 Profit for the period from continuing operations                          4,160          6,337          6,042 
 Adjustments for: 
 Tax                                                                         753          1,366          1,524 
 Tax credit in respect of R&D                                              (342)          (900)        (1,553) 
 Depreciation of property, plant and equipment                             1,499          1,318          2,778 
 Depreciation of right-of-use assets                                         654            647          1,276 
 Depreciation of investment property                                          27              3              5 
 Intangible asset amortisation                                               503            491            988 
 Goodwill impairment                                                           -              -          4,219 
 Loss/(profit) on disposal of property, plant and equipment                   82           (15)           (17) 
 Profit on disposal of right-of-use assets                                     -            (2)            (5) 
 Profit on disposal of investment property                                     -              -           (76) 
 Gain on acquisition of Afgritech                                              -              -          (764) 
 Adjustments to contingent consideration                                       -        (1,320)        (1,320) 
 Net fair value (credit)/charge on share-based payments                     (16)             58            148 
 Other non-cash adjustments                                                 (31)           (35)          (119) 
 Interest income                                                           (382)          (161)          (351) 
 Interest expense and borrowing costs                                        646            490          1,077 
 Share of post-tax results of joint ventures                             (1,596)          (793)          (840) 
 IAS 19 income statement credit in respect of employer contributions       (400)              -              - 
 IAS 19 income statement charge (excluding interest): 
   Administrative expenses                                                    66             16            126 
 Changes in working capital: 
 Decrease/(increase) in inventories                                        2,101          (104)        (6,153) 
 (Increase)/decrease in receivables                                      (3,099)            425          (218) 
 Decrease in payables                                                      (585)        (5,873)        (2,294) 
 Cash generated from continuing operations                                 4,040          1,948          4,473 
---------------------------------------------------------------------  ---------  -------------  ------------- 
 

18. Related party transactions

The Group's significant related parties are its associate and joint ventures, as disclosed in the Annual Report and Accounts 2022.

 
                                                Rent   Net management   Dividends   Amounts    Amounts 
                     Sales   Purchases    receivable          charges    received      owed       owed 
                        to        from          from               to        from      from         to 
                   GBP'000     GBP'000       GBP'000          GBP'000     GBP'000   GBP'000    GBP'000 
----------------  --------  ----------  ------------  ---------------  ----------  --------  --------- 
 26 weeks 
  to 4 March 
  2023 
 Associate              65           -             3               18           -         -          - 
 Joint ventures         84       (249)             -               33           -        84       (76) 
 
 26 weeks 
  to 
  26 February 
  2022 
 Associate             261           -            10               11           -       902   (31,707) 
 Joint ventures        135       (631)             -               54       1,626       985       (87) 
----------------  --------  ----------  ------------  ---------------  ----------  --------  --------- 
 

Amounts presented for transactions in the period are in respect of continuing operations only. Transactions between the Carr's Billington Agricultural businesses are excluded as they are within the same disposal group. The prior period amounts presented for transactions in the period have been restated to aid comparability.

19. Prior period restatements

The results and financial position of the continuing Group for the period ended 26 February 2022 have been restated to reflect the impact of the prior period restatements recognised in the Annual Report and Accounts for the year ended 3 September 2022. The restatements were in respect of revenue recognised under IFRS15 (Revenue from Contracts with Customers) within the Engineering division.

The prior period restatement recognised in these condensed interim financial statements for the period ended 26 February 2022 relates to contracts directly related to Mechanical Stress Improvement Process technology and specifically whether these contracts contained two performance obligations or one. This is an area which requires significant judgement and after careful consideration, the Board decided to account for the contracts as having one rather than two performance obligations. Shareholders' equity at 26 February 2022 was reduced by GBP264,000 as a result of this change. For the period to 26 February 2022, revenue was increased by GBP546,000 and adjusted profit after tax increased by GBP431,000 as a result of this change.

The Board also made two prior year restatements to discontinued operations in the Annual Report and Accounts 2022, both related to revenue recognition. Firstly, in prior years the Group had incorrectly identified itself as acting as a principal when recognising revenue related to fertiliser sales, made through one specific supplier. A review of this transaction highlighted that the Group was acting as an agent, rather than principal, under IFRS 15 guidance, which means the net proceeds from the transaction, rather than gross sales, should be recognised as revenue. A correction to reduce both revenue and cost of sales in the period to 26 February 2022 by GBP6,340,000 has been made. There is no impact on profit. A further correction to increase both revenue and cost of sales by GBP165,000 has also been made due to credit notes in excess of invoices in respect of intra-company transactions which had not been netted off in prior years. There is no impact on profit. The prior year restatements to discontinued operations are reflected in note 9.

A further prior period restatement, impacting the year to 3 September 2022, has been made in these interim financial statements in relation to the measurement to fair value less costs to sell of the disposal group. The prior year loss recognised had previously been determined based on the difference between estimated proceeds receivable and net assets of the two businesses where the direct shareholding was being sold. This has been corrected to also include the Group's interest in the joint venture, Bibby Agriculture Ltd, indirectly held by the Company through its ownership of Carrs Billington Agriculture (Sales) Ltd, together with consolidation adjustments to the assets and liabilities included in the overall Group net assets being disposed.

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

 
 
 
                                                           26 February 
                                                      2022 (previously                           26 February 
                                       26 February            reported        Restatement     2022 (restated 
                                  2022 (previously        - continuing         in respect        -continuing 
                                          reported          operations     of performance         operations 
                                          - Group)               only)        obligations              only) 
                                           GBP'000             GBP'000            GBP'000            GBP'000 
 
 Income Statement 
 Revenue                                   222,706              63,987                546             64,533 
 Gross profit                               23,734              16,591                546             17,137 
 Adjusted operating profit                  10,781               6,979                546              7,525 
 Reported operating profit                  10,014               7,456                546              8,002 
 Adjusted profit before 
  taxation                                  10,251               6,680                546              7,226 
 Reported profit before 
  taxation                                   9,484               7,157                546              7,703 
 Taxation                                  (1,573)             (1,251)              (115)            (1,366) 
 Adjusted profit for 
  the period                                 8,305               5,243                431              5,674 
 Reported profit for 
  the period                                 7,911               5,906                431              6,337 
 Basic EPS (pence)                             7.6                 6.3                0.5                6.8 
 Diluted EPS (pence)                           7.5                 6.2                0.5                6.7 
---------------------------  ---------------------  ------------------  -----------------  ----------------- 
 
                                                                                                 26 February 
                                                                                                        2022 
                                                                              Restatement 
                                                           26 February         in respect 
                                                      2022 (previously     of performance 
                                                             reported)        obligations         (restated) 
                                                               GBP'000            GBP'000            GBP'000 
 Balance Sheet 
 Deferred tax asset                                                  -                 70                 70 
 Total non-current assets                                      122,908                 70            122,978 
 Total assets                                                  295,486                 70            295,556 
 Contract liabilities                                          (1,372)              (334)            (1,706) 
 Total current liabilities                                   (116,050)              (334)          (116,384) 
 Total liabilities                                           (154,866)              (334)          (155,200) 
 Net assets                                                    140,620              (264)            140,356 
 Other reserves                                                  2,825                 16              2,841 
 Retained earnings                                             107,017              (280)            106,737 
 Total shareholders' equity                                    122,656              (264)            122,392 
 Total equity                                                  140,620              (264)            140,356 
---------------------------------  ---------------  ------------------  -----------------  ----------------- 
 
 

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

 
                                                                         28 August 
                                                                              2021 
                                                        Restatement 
                                        28 August        in respect 
                                 2021 (previously    of performance 
                                        reported)       obligations     (restated) 
                                          GBP'000           GBP'000        GBP'000 
 Balance Sheet 
 Deferred tax asset                             -               182            182 
 Total non-current assets                 123,363               182        123,545 
 Total assets                             262,504               182        262,686 
 Contract liabilities                     (2,447)             (865)        (3,312) 
 Total current liabilities               (86,095)             (865)       (86,960) 
 Total liabilities                      (127,270)             (865)      (128,135) 
 Net assets                               135,234             (683)        134,551 
 Other reserves                             2,578                28          2,606 
 Retained earnings                        103,006             (711)        102,295 
 Total shareholders' equity               118,082             (683)        117,399 
 Total equity                             135,234             (683)        134,551 
-----------------------------  ------------------  ----------------  ------------- 
 

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

 
                                                                            Restatement 
                                                                             in respect 
                                                                         of measurement 
                                                                                to fair 
                                                          3 September        value less 
                                                     2022 (previously          costs to        3 September 
                                                            reported)              sell    2022 (restated) 
                                                              GBP'000           GBP'000            GBP'000 
 
 Income Statement 
 Loss for the period from discontinued 
  operations (including held for 
  sale)                                                       (2,193)           (2,730)            (4,923) 
 Profit for the period                                          3,849           (2,730)              1,119 
 Profit for the period                                          3,849           (2,730)              1,119 
 Profit attributable to equity 
  shareholders                                                  5,072           (1,339)              3,733 
 Profit attributable to non-controlling 
  interests                                                   (1,223)           (1,391)            (2,614) 
 Basic EPS (pence) (discontinued 
  operations)                                                   (1.0)             (1.4)              (2.4) 
 Diluted EPS (pence) (discontinued 
  operations)                                                   (1.0)             (1.4)              (2.4) 
-------------------------------------------  ----  ------------------  ----------------  ----------------- 
 
                                                                            Restatement 
                                                                             in respect 
                                                                         of measurement 
                                                                                to fair 
                                                          3 September        value less 
                                                     2022 (previously          costs to        3 September 
                                                            reported)              sell    2022 (restated) 
                                                              GBP'000           GBP'000            GBP'000 
 Balance Sheet 
 Assets included in disposal 
  group classified as held 
  for sale                                                    148,531           (2,730)            145,801 
 Total current assets                                         228,481           (2,730)            225,751 
 Total assets                                                 311,703           (2,730)            308,973 
 Net assets                                                   136,471           (2,730)            133,741 
 Retained earnings                                            100,657           (1,339)             99,318 
 Total shareholders' equity                                   120,495           (1,339)            119,156 
 Non-controlling interests                                     15,976           (1,391)             14,585 
 Total equity                                                 136,471           (2,730)            133,741 
-------------------------------------------------  ------------------  ----------------  ----------------- 
 
 

20. 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       Operating profit after adding back items regarded 
 profit                   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          Profit before taxation after adding back items 
 before taxation          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          Profit after taxation after adding back items 
 for the period           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        Profit attributable to the equity holders of the 
 per share                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 10. 
-----------------------  ---------------------------------------------------------- 
Adjusted diluted         Profit attributable to the equity holders of the 
 earnings per share       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 10. 
-----------------------  ---------------------------------------------------------- 
Net ( cash)/ 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 13. 
-----------------------  ---------------------------------------------------------- 
 

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END

IR UASUROBUVRAR

(END) Dow Jones Newswires

May 02, 2023 02:00 ET (06:00 GMT)

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