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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