REG - Carr's Group PLC - Full Year Results
12/12/2024 07:00
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RNS Number : 7719P Carr's Group PLC 12 December 2024
12 December 2024
CARR'S GROUP PLC
FULL YEAR RESULTS
For the year ended 31 August 2024
and
FUTURE STRATEGY
Carr's Group plc (CARR.L), (''Carr's, the ''Company'', or the ''Group'') the
Agriculture and Engineering Group, announces its audited results for the year
ended 31 August 2024.
Financial Results
Results for the year are presented on two bases: Table 1 below shows Like for
Like ('LFL') results reflecting the Group as it traded throughout FY24 and is
presented on a basis consistent with that disclosed as Continuing Operations
in the Group's FY23 reporting. Table 2 below shows FY24 Continuing Operations
reflecting Continuing Operations as disclosed in the Group's FY24 statutory
reporting (which categorises the Engineering Division and the Afgritech
agriculture business as Discontinued).
Table 1
LFL (Statutory and Adjusted) FY24 FY23
+/-%
Revenue (£'m) (FY23 restated) 148.0 144.1 +2.7
Adjusted operating profit (£'m) 8.9 8.0 +11.5
Adjusted profit before tax (£'m) 8.5 7.5 +13.7
Adjusting items (£'m) (14.6) (6.0) +143.8
Statutory operating (loss)/profit (£'m) (5.8) 2.0 -395.2
Statutory (loss)/profit before tax (£'m) (6.1) 1.5 -504.1
Net cash (£'m) 4.5 4.2 +7.4
LFL Highlights
· Engineering Division sale process is ongoing and
progressing positively
· LFL Revenue growth of £3.9m (+2.7%): Agriculture
£88.0m, (-6.0%), Engineering £60.1m, (+18.8%)
· Adjusted Operating Profit of £8.9m, (+12%);
Agriculture £4.7m, (-17.1%), Engineering £7.2m, (+36.5%)
· Significant Adjusting Items of £14.6m, (of which
£7.4m non-cash) reflecting transformation of the Group
· Net Cash of £4.5m (FY23: £4.2m) reflects continued
cash generation of both divisions
· Final dividend of 2.85 pence per share bringing full
year dividends to 5.2p per share (FY23: 5.2p per share)
Table 2
Continuing Operations - Statutory and Adjusted FY23
FY24 (restated) +/-%
Revenue (£'m) 75.7 81.8 -7.5
Adjusted operating profit (£'m) 2.2 2.8 -23.8
Adjusted profit before tax (£'m) 2.5 2.9 -15.1
Adjusted earnings per share (p) 2.6 2.5 +4.0
Adjusting items (£'m) (9.0) (3.7) +141.0
Statutory operating loss (£'m) (6.8) (0.9) -680.1
Statutory loss before tax (£'m) (6.5) (0.8) -737.2
Statutory basic loss per share (p) (4.8) (1.0) -380.0
Net cash (£'m) 8.0 4.2 +91.2
1. Focused Strategy for specialist Agriculture
The Group will manufacture and sell research proven supplements for extensive
grazing markets globally and deliver future value through:
· Improving operating margins through existing operations
· Deliver profitable growth in core existing business
· Expand into new and growing extensive grazing markets
2. Market Recovery
Gradual recovery from economic and climatic factors evident in existing core
markets:
· UK: volume increased progressively to 12% growth from
FY23 as input prices fell from recent highs
· US: gradually improving conditions particularly in
northern states
· Positive momentum has continued into FY25
3. FY24 Trading: Agriculture
UK · Trading conditions improved in seasonally lower volume H2
after difficult H1
· FY24 revenue growth of 6% as volume growth of 12% offset by
reduced pricing as input prices reduced
· Adjusted operating profit of £1.1m (FY23: £2.6m) impacted
by Animax trading, energy costs and establishment of integrated management
team in H2 FY24
US · Trading conditions in northern states improved in H2 after
difficult H1, southern states remain challenging
· Revenue reduction of 18% reflects volume reduction of 15% as
1 (of 3) sites closed in Q2 FY24
· Adjusted operating of £2.7m (FY23: £1.8m) reflects improved
performance in northern states from H2 and benefit of closure of loss-making
site.
Joint Ventures · Share of post-tax results from joint ventures in US and
Germany unchanged at £1.4m
4. Business Improvements
Decisive action to address underperforming businesses:
· NGS: loss-making plant in Nevada, US (FY24: £0.3m
operating loss) closed in December 2023
· Afgritech: Non-core and loss-making New York, US
business (FY24: £0.5m operating loss) closed in October 2024 and assets sold
· New Zealand: sub scale loss making New Zealand business
(FY24: £0.3m operating loss) closed post year end and trade switched to
distributor on profitable basis
· Animax: Implementation of turnaround plan for loss
making (FY24: £0.8m operating loss) business underway
5. Central Costs
· Central costs of £3.0m (FY23: £3.0m), increase in H1 offset
by YOY reduction of 19% in H2
· Simplification of non-core activities, including
investment property disposals and pension scheme de-risking, underway
· Significant reduction in central costs expected in FY25
with Engineering Division disposals and completion of the actions noted above
6. Adjusting Items
· £6.0m of (current and future) cash costs driven by
restructuring costs and historical pension liabilities
· Non-cash charge of £3.0m driven by asset impairments at
Animax
7. Net Cash
· Net cash (total Group) of £4.5m held at year end (FY23:
£4.2m). Net cash (continuing operations) of £8.0m at year end with cash
generated from operating activities in continuing operations of £4.2m (FY23:
£(2.9)m) generated in the year
8. Dividends
· Dividends of £6.0m paid in the year (FY23: £4.9m)
· Final dividend proposed of 2.85p per share bringing total
for year to 5.20p per share (FY23: 5.20p per share)
Outlook
The immediate prospects for the Agriculture Division have been enhanced by the
arrival of a new leadership team and remedial actions taken on
under-performing businesses during FY24. The long-term outlook for the
division remains attractive with our focus now on our range of existing
products, further development of that portfolio and entrance into new
geographies. Any benefit from reduced drought areas and the US beef cycle
turning will further complement these opportunities.
Management is confident that the sale of the Engineering Division will drive
optimal shareholder value and expect strong trading in recent years to
continue up to sale completion.
Quote: David White (Chief Executive Officer)
"I am confident that the transformative changes initiated during the year,
including the process to realise value for the Engineering Division and the
refreshed Agriculture strategy, will deliver value for shareholders in both
the immediate and long-term. Our focus is now on our core Agriculture
businesses, where our product portfolio provides a foundation from which to
grow our share in existing and new markets."
Quote: Tim Jones (Non-Executive Chairman)
"With the process to realise value for the Engineering Division proceeding
well, the Group remains committed to optimising value for our shareholders in
the short and longer term. We are now fully focussed on leveraging our
market-leading products, increasing efficiencies across our operations,
advancing our positive impact on the environment and delivering exceptional
value to our customers across the Agriculture Division."
Carr's Group plc +44 (0) 1228 554 600
David White, Chief Executive Officer
Gavin Manson, Chief Financial Officer
FTI Consulting +44 (0) 203 727 1340
Richard Mountain/Ariadna Peretz
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 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.
Chair's Statement
Review of the year
In last year's review, I wrote about the sense of renewed purpose and optimism
I felt at that time and I'm pleased that this positive outlook seems to have
been well founded.
I can report good progress in advancing the Company's strategy (on which more
details are provided below) and we have a refreshed leadership team which is
overseeing the development of the Company that our shareholders should expect,
notably with an audit completed on time and dividend levels maintained and
paid as expected. At the same time, trading has not been without challenge in
the Agriculture Division with weather and the USA beef cycle both still
forming headwinds. This is balanced against actions we have taken with new
leadership teams in the UK and USA reducing our operating costs and
reinvigorating our marketing machine, all of which provides a foundation for
growth for that business.
I have visited our Agricultural manufacturing sites in Ayrshire, Cumbria and
Suffolk in the UK and in South Dakota and Tennessee in the USA and I have been
pleased to see the professionalism and enthusiasm of our staff alongside the
production of products which are clearly meeting market demand.
I have also visited each of our Engineering businesses in the UK, Germany and
the USA, all of which impressed me with their own market-leading products,
technical capabilities and excellent people. There are longer-term
opportunities in the nuclear engineering sector in particular and I expect
continued success for these teams under new ownership.
Strategic Progress
At our interim results update in April, we announced that we would explore
options to maximise the value of our Engineering Division. It had become clear
to the Board that managing two distinct divisions, both containing multiple
business strands, is a costly and time-consuming exercise for the central
management team and that this operating model was not optimal for the Group in
its existing state. The future prospects of the Engineering Division made this
the right time to consider a disposal of that business, and our focus is to
ensure that this delivers optimal value for shareholders.
Our immediate focus in Agriculture has been to prepare that business for
future growth in our core markets. Our strategy of Focus, Improve, Deliver has
led to significant changes in both the divisional leadership team (some of
whom you can read more about in the full FY24 Annual Report and Accounts) and
in the businesses which will form part of the Group going forward. These
changes bring renewed focus on our market-leading brands, climate and animal
welfare, and our outstanding people, all of which will continue to be key to
the Group's success.
These changes have allowed us to genuinely integrate our businesses across the
Agriculture Division - sharing best practices, developing customer
relationships, innovating products, effectively managing costs, optimising
productivity and developing our people - and provide the foundation for growth
in existing and new markets as demand for sustainable meat and dairy continues
to grow across the globe.
Dividend
The Board is proposing a final dividend of 2.85 pence per share which,
together with the interim dividend paid, makes a total dividend of 5.20 pence
per share for the full year, in line with the prior year (2023: 5.20 pence).
Subject to approval by shareholders at the AGM of the Company expected to take
place in February 2025, the final dividend will be paid on 10 March 2025 to
shareholders on the register at close of business on 24 ( )January 2025 and
the shares will go ex-dividend on 23 January 2025.
Board
As noted in last year's Annual Report and Accounts, Gillian Watson joined the
Board as Non-Executive Director on 9 October 2023 and subsequently succeeded
John Worby as Senior Independent Director. John retired from the Board on 31
October 2023 after nearly nine years of service for which we are grateful. On
8 October 2024, Ian Wood retired from the Board after nine years of service,
for which he is also warmly thanked. Ian had been Chair of the Remuneration
Committee until stepping down in the summer to ensure an orderly handover
prior to his retirement from the Board. Fiona Rodford has taken on this role
with effect from 31 July 2024 having joined the Board as a Non- Executive
Director on 20 February 2024.
David White was appointed by the Board as Chief Executive Officer with effect
from 17 November 2023, succeeding Peter Page who stepped down from the Board
at that date. We thank Peter for his efforts during his time with the Group.
David joined the Group in January 2023 and joined the Board as Chief Financial
Officer on 21 February 2023.
Company Secretary and Legal Director Matthew Ratcliffe left the Group on 22
September 2023 to take up a new role and was succeeded by Justin Richards who
joined us on 25 September 2023.
Martin Rowland's 12-month tenure as Executive Director of Transformation
ended, as planned, on 12 November 2024, following which Martin was
re-appointed as a Non-Executive Director as a representative of Harwood
Capital Management Limited ("Harwood") pursuant to a relationship agreement
between the Company and Harwood.
Following the year end, Shelagh Hancock also intimated her desire to step down
from her role as Non- Executive Director to allow her to focus on her role as
Chief Executive Officer at First Milk. Shelagh has brought expansive knowledge
of the UK agriculture sector to the Board and her input into our Agriculture
Division strategy was especially welcome. Shelagh will step down from the
Board on 31 December 2024. We thank Shelagh for her commitment and wish her
well in her future endeavours.
Further details of Board and Committee membership during FY24 can be found in
the Nomination Committee Report in the full FY24 Annual Report and Accounts.
Stakeholder Engagement and Statement on Section 172 of the Companies Act 2006
Stakeholder engagement is an important aspect of our business. Section 172 of
the Companies Act 2006 requires the Directors to promote the success of the
Company for the benefit of all members, having regard to the interests of
stakeholders in their decision-making. Directors understand the importance of
considering the views of stakeholders and the impact of the Company's
activities on local communities, the environment, including climate change,
and the Group's reputation. To find out more about how stakeholders were taken
into account in decision-making please see below and pages the Corporate
Governance Report in the full FY24 Annual Report and Accounts, which includes
our Section 172 statement.
On 20 February 2024 we held our AGM to, amongst other matters, approve the
FY23 Annual Report and Accounts. Details of the voting at the AGM can be found
on our website www.carrsgroup-ir.com. We remain committed to shareholders
having access to the Chair and other Directors, so we can benefit from the
challenges and exchange of views that constructive dialogue brings. The Board
is happy to engage with shareholders at any time on a one to one level and
proactively engage with shareholders to keep them up to date when appropriate
to do so.
Sustainability and Impact
The Group's governance structure helps to ensure that the Board is well
informed on environmental, social and governance matters. The Green Teams at
our sites have taken actions to help reduce our impact on the environment and
our emissions data capture has taken some small steps into Scope 3 (as noted
in our SECR reporting in the full FY24 Annual Report and Accounts).
Through our operations in different sectors we positively contribute to global
efforts to reduce the impact on the environment. Our involvement in the
nuclear industry contributes to the global demand for sustainable power
businesses, and our Agriculture product range not only enhances animals'
welfare and the conversion by those animals of protein which is inedible to
humans - grass - into meat and dairy proteins but complements forage-based
nutrition systems which play such a crucial role in carbon sequestration,
soil's ability to retain water and biodiversity.
On the social front, we have continued to support local communities, not just
financially but also through training and development through our
apprenticeship programmes. By highlighting our positive impacts, improving
employee engagement, promoting our responsible business policies and practices
and bolstering our social initiatives, we can further solidify our position as
a responsible and forward-thinking Group.
Further details can be found in the full FY24 Annual Report and Accounts.
People
The Board recognises that the Group's strategic intent has created uncertainty
for some colleagues and we are extremely grateful for the continuing
commitment shown by everyone during the year. The future success of the Group
relies, as ever, on the support and talents of our people and the Board is
committed to nurturing the talent we have across the business.
Outlook
The Group remains committed to optimising value for our shareholders, and
completion of a successful sale of the Engineering Division will be an
important step in doing so. In the Agriculture Division, we are now fully
focused on leveraging our market-leading products, increasing efficiencies
across our operations, advancing our positive impact on the environment and
delivering exceptional value for our customers.
Chief Executive's Review
In April 2024 we announced that the Board, to deliver optimal shareholder value, intended to explore options for the sale of the Engineering Division.
The sale process has been ongoing since then and continues to progress
positively. On 1 November 2024, the Group disposed of the assets of its wholly
owned subsidiary Afgritech LLC. As a result of the position at the balance
sheet date, the assets of the Engineering Division and of Afgritech LLC have
been classified as held for sale and trading activities presented as
discontinued operations throughout this report.
During the financial year ended 31 August 2024 Agriculture revenues from
continuing operations decreased 7.5% to £75.7m (FY23 restated: £81.8m),
while revenues from discontinued Agricultural activities of the Afgritech
business were £12.2m, up 4.4% on last year (FY23 restated: £11.7m). This
year's Engineering Division revenues of £60.1m were up 18.8% on the prior
year (FY23 restated: £50.6m). Adjusted operating profit for continuing
operations was £2.2m, a decrease of 23.8% on the equivalent for FY23
(restated: £2.8m). Discontinued operations saw adjusted operating profit
increase to £6.7m up 78.6% on the previous year (FY23 restated: £3.8m).
Group adjusted operating profit (combining both continuing and discontinued
operations) of £8.9m was 34.5% up on the equivalent figure last year (FY23
restated: £6.6m).
Health and Safety
Health and Safety remains a priority across the business and we have continued
to focus on meeting the standards prescribed by our internal audits throughout
FY24. The starting point for these audits is to ensure that fundamental safety
standards are in place and understood at all locations. With those standards
established, we are addressing behaviours, both at an individual and
organisational level, with the aim that all colleagues instinctively consider
how to perform their jobs in a way that ensures their colleagues, customers,
suppliers and they are safe.
In FY24, there was one reportable incident, down from two in the prior year.
While this reduction is pleasing, we are addressing the fact that our overall
incident rate increased against the prior year, albeit driven by lower
severity incidents. Near miss reporting and hazard observations continued to
increase, allowing local teams to promptly address potentially unsafe
conditions before accidents happen. This is a further positive development in
our safety culture. A more detailed review of the Group's Health and Safety
performance is included in the full FY24 Annual Report and Accounts.
Sustainability and Impact
The progress made on environmental issues last year, with Green Teams
established across the business, has continued during FY24 with a widening
range of initiatives undertaken across the Group. Further details on these are
contained in the Sustainability and Impact Report in the full FY24 Annual
Report and Accounts.). It was also pleasing to see many colleagues place
emphasis on the need for more focus on environmental sustainability during our
Ideas Workshops (see the full FY24 Annual Report and Accounts for further
details).
During the year, we have established a Sustainability and Impact Steering
Committee, consisting of senior leaders across the business, to support our
commitment to improvements in all environmental, social and governance aspects
of the business. Further details can be found on in the full FY24 Annual
Report and Accounts.
Continuing Operations
Divisional Review: Agriculture
The Agriculture Division manufactures specialist livestock supplements
including branded feed blocks, essential minerals, and precision dose trace
element boluses, sold to farmers in the UK, Europe, North America, and
Australasia through a well-established distribution network.
Continuing Operations 2024 2023 restated % Change
Revenue (£m) 75.7 81.8 -7.5%
Adjusted operating profit (£m) 5.2 5.8 -10.8%
Adjusted operating margin (%) 6.9% 7.1%
The decrease in revenue was primarily driven by the US feed block business
which saw volumes drop by 15% against FY23, with the downturn in the US beef
cycle and drought conditions in the southern US states continuing for longer
than envisaged. Some volumes were also lost as a result of the closure of our
plant in Silver Springs, Nevada, although the costs saved from exiting this
under-performing facility meant that adjusted operating margins in the US feed
block business improved by 3.2pp against the prior year.
The UK feed block business saw volumes rise by around 12%, as prices settled
following the extreme cost increases which impacted volumes during FY23. The
increased volumes were also supported by small reductions in gross margin, as
we sought to maintain and gain market share, which meant a 2.4pp drop in
adjusted operating margins.
Our UK animal health business saw revenues decrease by 8.5% year on year, with
lower volumes in both the core bolus business and specialist aquaculture
products. The latter have been produced under a long-standing contract which
will come to an end during FY25.
Discontinued Operations
Divisional Review: Agriculture
Afgritech LLC 2024 2023 restated % Change
Revenue (£m) 12.3 11.7 +4.4%
Adjusted operating loss (£m) (0.5) (0.2) -207.2%
Adjusted operating margin (%) -4.2% -1.4%
The closure of Afgritech in October 2024 requires the results of that business
to be disclosed as a discontinued operation. As the table above highlights,
the business increased revenue by 4% on FY23, but a squeezing of commodity
margins and inflationary cost increases meant a worsening of the adjusted
operating loss to £0.5m in FY24.
Discontinued operations
Divisional Review: 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.
2024 2023 restated % Change
Revenue (£m) 60.1 50.6 +18.8%
Adjusted operating profit (£m) 7.2 5.3 +36.8%
Adjusted operating margin (%) 12.0% 10.4%
Divisional adjusted operating profit performance for FY24 was 37% ahead of
last year, with adjusted operating margin improving to 12.0% (up 1.6pp on
FY23), driven by a strong performance in the robotics business.
The order book finished the year at £53.6m, down 10% on the record levels
seen at August 2023 (£59.8m), but still 32% up on the comparative position at
the end of August 2022 (£40.6m).
Financial Review
The announcement in April of our decision to explore options for the
maximisation of value of our Engineering Division was predicated on the
differing circumstances of our two Divisions as we went into FY24. Our
Engineering Division was performing strongly in structurally growing markets
with an organisational design appropriate to optimise the opportunities
available, whereas our Agriculture Division was unintegrated and ill equipped
to optimise performance in globally challenging markets.
FY24 has therefore been a transformational year in which we have established
an integrated agriculture management team and strategy, and have subsequently
taken the first steps to implement that strategy at strategic and operational
level, whilst continuing to focus on the long-term optimisation of value
within the existing structures of the Engineering Division.
In light of the above, FY24 also marked a transitional year for our
significant central costs as we embarked on a process to reduce costs
following the expiration of the transitionary services associated with the
FY23 disposal of the Agricultural Supplies Division whilst managing the
transition to a future focused on the forward looking Agriculture Strategy.
Realisation of value of non-core investment properties and de-risking from our
defined benefit pension scheme have also been progressed in order to simplify
the Group, with focus on future value creation.
The consequences of this have been:
1. Improved performance of our strategically core agriculture
businesses, supported by the benefit of integration of key roles, but offset
by underperformance in two non- core businesses - now addressed;
2. Improved performance of the Engineering Division -
partially offset by underperformance in one business - now addressed; and
3. A short-term increase in central costs as a global
agriculture management team has been established (realising savings at
operational level) in addition to the multi divisional central cost base that
will largely be eradicated post completion of any Engineering sale.
The changes reflected above have resulted in improved operational performance
of the Group and in Adjusted Operating Profit despite continuing challenges
in the agriculture sector, however they have required significant exceptional
costs in restructuring the Group and preparing for future profitable growth.
The Board considers it appropriate to have incurred these cash costs and to
recognise non-cash exceptional costs, detailed below, in order to optimise
current and future shareholder value.
Presentation of Results for the Year
The statutory presentation of financial results under IFRS is intended to give
the reader the information required to assess future performance. These
reflect the continuing operations of the Group and businesses and assets
within the Group that are not expected to remain part of the Group are
disclosed as being "discontinued". The Engineering Division and certain other
assets are reported as being "discontinued activities" in FY24 and will again
in FY25 for the period prior to any transaction.
Given the transition the Group is going through it is also relevant to report
the performance of the Group on an equivalent basis to FY23 in addition to the
statutory disclosure noted above.
On a basis comparable with that announced within our FY23 Annual Report and
Accounts, Adjusted Operating Profit of £8.9m (FY23: £8.0m) reflects progress
made in managing the activities of the Group throughout FY24 irrespective of
their designation as continuing or discontinued.
FY24 Performance on basis comparable to the FY23 Report and Accounts
FY23 FY24 FY24 FY24
Reported Comparable Continuing Discontinued
£'m £'m £'m £'m
Revenue
Agriculture 93.6 88.0 75.7 12.3
Engineering 50.6 60.1 - 60.1
Total 144.2 148.0 75.7 72.3
Adjusted Operating Profit
Agriculture 5.6 4.7 5.2 (0.5)
Engineering 5.3 7.2 - 7.2
Central (3.0) (3.0) (3.0) -
Total 8.0 8.9 2.2 6.7
Adjusting Items
Agriculture (3.3) (5.3) (4.5) (0.8)
Engineering (2.3) (4.8) - (4.8)
Central (0.4) (4.5) (4.5) -
Total (6.0) (14.6) (9.0) (5.7)
Operating Profit
Agriculture 2.3 (0.7) 0.7 (1.4)
Engineering 3.0 2.4 - 2.4
Central (3.4) (7.5) (7.5) -
Total 2.0 (5.8) (6.8) 1.0
Continuing Operations
The continuing operations of the Group represent its direct interests in the
feed supplements markets for pasture based livestock in the UK and US and its
joint ventures in the US and Germany.
In what has been a transitional year for the Agriculture business, FY24 has
seen significant activity impacting each of strategy, structure and
operations:
Strategy:
• to develop a strategy for value creation globally
focused on nutritional supplements for pasture based livestock
• assess structure and operations in existing markets
to optimise performance of core businesses throughout economic / market cycles
• decisively address under-performing and non-core
businesses
• explore opportunities to enter new growing
pasture-based livestock markets
Structure and Operations:
• establish a small global agriculture management team
• integrate UK operational management
• take first steps to integrate UK and Ireland
operations
• close one unproductive US site within the core feed
block business
• develop a turnaround plan for the production of
boluses serving the UK business
• progress the closure of the loss-making New Zealand
operation and establish as a distribution market
• prepare for closure and sale of the loss-making
commodity feed business - Afgritech, closed post year end and reported as
"discontinued"
Continuing operations
FY23 restated FY24 Movement
£'m £'m %
Revenue
UK Agriculture 36.1 38.2 6%
US Agriculture 45.7 37.5 -18%
Total 81.8 75.7 -7%
Adjusted Operating Profit
UK Agriculture 2.6 1.1 -56%
US Agriculture 1.8 2.7 50%
JVs 1.4 1.4 -5%
Central (3.0) (3.0) 2%
Total 2.8 2.2 -24%
Adjusting Items
UK Agriculture (2.7) (2.7) 0%
US Agriculture (0.6) (1.8) 195%
Central (0.4) (4.5) 1016%
Total (3.7) (9.0) 141%
Operating Profit
UK Agriculture 0.3 (1.0) -491%
US Agriculture 2.2 1.7 -24%
Central (3.4) (7.5) 122%
Total (0.9) (6.8) 680%
UK Agriculture
UK Agriculture comprises the Group's Crystalyx® operations in Silloth, its
Scotmin operations in Ayr and the Animax operations near Bury St Edmonds.
During the year the commercial operations of the three locations were
integrated under a common management team. In markets that continue to be
challenging focus was on optimising performance and future prospects through
in-depth analysis of the business and the optimisation of margins and
performance through market share, operating efficiency, and purchasing
optimisation.
Our UK based feed blocks revenue increased by 2% representing a volume
increase of 12% offset by reductions in pricing due to movements in raw
material pricing. Our bolus producing Animax business saw an 8.5% reduction in
revenue as a lucrative but non-core aquaculture contract came to an end. Our
focus now is on simplifying the remaining business and achieving a profitable
contribution. The benefits of commercial integration of these businesses were
evident from a strong close to FY24 from our feed blocks businesses which was
carried into the early months of FY25 and in progress in resolving the issues
at Animax following several years of under-performance.
The overall contribution of UK Agriculture in the current year was influenced
by costs associated with the formation of an integrated management team. The
benefits of this integration across the UK and in the transformation of the
Irish and New Zealand markets in FY25 will result in value creation. This
resulted in a short term increase in costs as well as restructuring costs in
the current year only.
US Agriculture
US Agriculture represents the Group's New Generation Supplements ("NGS") feed
blocks business and the Afgritech dairy feed business.
Early in the year the decision was taken to close the NGS loss making facility
in Silver Springs, Nevada. This closure contributed to an overall reduction in
NGS revenue of 18% from a volume reduction of 15%. Revenue was also impacted
by reduced molasses pricing. The impact of the closure of Silver Springs
combined with improved performance elsewhere resulted in the NGS contribution
for the year being up year on year despite continuing challenging drought-led
market conditions, particularly in the southern USA.
In FY24 the Afgritech business continued to suffer from structural movements
in the commodity markets for soya and canola. The decision was taken to close
the business with effect from 31 October 2024 and the assets of the business
were sold on 1 November.
Late in the year the ERP implementation across the remaining NGS sites was
completed, bringing the UK and US feed blocks businesses onto a common system.
The £0.8m exceptional costs incurred in respect of this project in FY24 will
be the final significant costs for this multi-year project.
The closure of Silver Springs and the post year end closure and sale of
Afgritech also resulted in exceptional closure costs totalling £1.9m.
Joint Ventures
The Group continues to target growth through its participation in joint
ventures in selected geographies. In FY24 our contribution from joint ventures
in Germany (1) and the US (2) was broadly flat at £1.4m. During the year the
Group supported the installation of a second production line at the Gold Bar
facility in the US, bringing opportunity for future growth.
Central
Central costs in the year have been influenced by a number of factors required
in order to prepare the Group for the future implementation of a focused
agriculture strategy. Several of these factors pull in differing directions
from the perspective of the level of resource required : 1) the end of the
transitional services agreement under which the Group provided services to the
acquirer of the Agricultural Supplies Division following its sale in FY23, 2)
the completion of the Agriculture ERP implementation project, 3) the
exploration of value for the Engineering Division, 4) the simplification of
non-core activities through the process to dispose of investment properties
and to manage pension risk. For many of these activities FY24 and into FY25
have been transitional periods and the Group is committed to materially
reducing its central costs. In FY24 on an adjusted basis central costs were
broadly flat on FY23 at £3.0m however Adjusting Items of £4.5m comprised
costs associated with pension de-risking (£3.2m) and restructuring costs
(£1.4m).
Discontinued Operations
As we position the Group to implement its focussed Agriculture strategy a
number of activities of the Group in FY24 meet the criteria for classification
as "Held for Sale" or "Discontinued" under IFRS. As such the impact of these
activities is excluded from the detail of the primary statements with the net
impact reflected under "discontinued operations". The full impact of these
activities is presented above to give visibility of the profit and loss
account on a basis comparable with that presented in the FY23 Annual Report
and Accounts.
These discontinued operations are:
1. The Group's Engineering Division. As announced in April
2024 the Group has been exploring means of optimising value for its
Engineering Division, a process which is ongoing and progressing positively.
2. Within Agriculture, the Afgritech business in Watertown,
New York. This business was engaged in the supply of commodity feeds to the
dairy industry. In recent years it has been significantly impacted by
movements in the canola commodity market. As a consequence the business lost
£0.5m at adjusted operating profit level in FY24 and is non-core to the
future agriculture strategy. The business was closed on 31 October 2024 with
the assets of the business sold on 1 November 2024.
3. In the year the Group started the process to realise value
for its non-core property portfolio comprising nine sites, one of which was
sold in the year, and the Group's former head office premises in Carlisle.
Discontinued Operations
FY23 restated FY24 Movement
£'m £'m %
Revenue
Agriculture 11.7 12.3 4%
Engineering 50.6 60.1 19%
Agricultural Supplies 53.2 - -
Total 115.5 72.3 (37)%
Adjusted Operating Profit
Agriculture (0.2) (0.5) 207%
Engineering 5.3 7.2 37%
Agricultural Supplies (1.4) - -
Total 3.8 6.7 79%
Adjusting Items
Agriculture - (0.8) -
Engineering (2.3) (4.4) 91%
Agricultural Supplies - - -
Total (2.3) (5.2) 128
Operating Profit
Agriculture (0.2) (1.4) 710%
Engineering 3.0 2.9 4%
Agricultural Supplies (1.4) - -
Total 1.5 1.5 3%
Adjusting Items
In the year the Group recognised adjusting items totalling £14.6m, of which
£7.1m were cash costs (now and in the future) and £7.4m reflected non-cash
value adjustments. As indicated above the Board considers that this high level
of charges was required to deliver the transformation of the Group and
position it for growth through delivery of its focussed agriculture strategy.
Restructuring Costs
Restructuring costs in continuing operations of £2.1m were incurred primarily
in restructuring the central organisation and Agriculture management structure
as well as in the closure of the Silver Springs plant.
ERP Implementation
The ERP implementation within NGS in July 2024 brought to an end the
multi-year project to implement a standardised ERP system across the UK and US
feed blocks business.
Pension De-Risking
The Group has recognised past service costs of £2.9m in relation to a Barber
Window equalisation adjustment identified by the Trustees of the Scheme during
the year, which has been recognised as an adjusting item (see note 5 to the
financial statements). This equalisation adjustment was discovered during the
process undertaken to seek an insurer from whom to purchase an insured bulk
annuity. This "buy-in" process remains ongoing.
Profit on Property Sale
In the year the sale of the first (of ten) non-core properties completed with
a small gain. The process to achieve value for the remaining portfolio
continues with one disposal in October 2024 bringing in cash of £1.3m and a
further £2.6m expected in December 2024.
Asset Impairments
The Group reviews the carrying value of its assets annually and where
appropriate adjusts the value down through impairment. In the current year the
resultant impairments are:
· Continuing: £2.2m in respect of the Animax business as
a result of continued challenges in its bolus business and the loss of its
aquaculture contract. The underperformance of the business is being addressed
as a matter of urgency, and £0.7m in respect of the closure of the Silver
Springs plant.
· Discontinued: £3.2m in respect of assets in the
Engineering Division and £0.8m in respect of assets in Afgritech LLC.
Adjusting items
As referred above, given the fundamental transformation of the Group that is
in progress the level of adjusting items in FY24 is significant. The Board
consider that the level of adjusting items is necessary and justified in order
to effect the transformation and deliver a simpler and more resilient
business. The adjusting items reflected in FY24 comparable reporting are:
Continuing Discontinued Total
£'m £'m £'m
Cash Items
Restructuring costs and costs to sell for disposal groups 2.1 1.2 3.3
ERP implementation 0.8 - 0.8
Pension de-risking 3.3 -
Profit on property sale (0.2) - (0.2)
Non-Cash Items
Asset Impairments (excluding costs to sell for those assets held for sale) 2.9 4.0 6.9
Intangible asset amortisation 0.1 0.4 0.5
Total 8.9 5.6 14.6
Restatement of Prior Year Comparatives
In the Annual Report and Accounts for FY23 the full Group at that time was
reflected in FY23 reporting. That Group has been unchanged throughout FY24
however as disclosed above material parts of the Group are disclosed as
Discontinued Operations in this Report and prior year comparators are adjusted
to relate only to these continuing activities in accordance with IFRS.
Like for Like results are presented to give a view consistent with FY23
reporting.
In addition, given the reduced size of the Group, two areas of accounting have
been reviewed and revised in the year with the impact being a combined
increase to revenue and cost of sales of £0.9m, FY23 impact of £0.9m (no
margin or profit impact in either year) and an increase to assets and
liabilities of £1.9m, (FY23: £2.3m) (no net assets impact in either year).
After discussion with advisors the Directors felt that both adjustments were
appropriate given the strict interpretation of current IFRS given the reduced
size of the continuing Group moving forwards. The two items have no impact
on profitability or net assets.
Alternative Performance Measures
The Strategic Report and this Financial Review include references to both
statutory and alternative performance measures (''APMs''). The principal APMs
are intended to give the reader visibility of the potentially recurring
performance of the business and as such measure profitability excluding items
regarded by the Directors as adjusting items (note 3). These APMs, generally
referred to as "adjusted" statutory measures are used in the management of the
business and also in assessing some performance objectives under the Group's
incentive plan. A glossary and reconciliation of the APMs is included in note
11.
Finance Costs
Net finance income from continuing activities of £0.3m and net finance costs
from discontinued activities of £0.7m reflect the higher working capital
nature of the Engineering businesses held as discontinued and the retention of
cash centrally. The combined finance cost of £0.3m (FY23 on a like-for-like
basis: £0.4m) reflects the impact of reduced interest rates and focus on
working capital management.
Profit Before Tax
Adjusted profit before tax of £2.5m for continuing operations represented a
reduction on a comparable basis from £2.9m in FY23. This reflects the impact
of transitionary costs discussed above. The loss before tax of £6.5m (FY23:
£0.8m) reflects the significant reorganisation and restructuring costs
outlined above.
Taxation
The net tax credit of £0.4m reflects a tax credit on continuing operations of
£2.0m and a tax charge from discontinued operations of £1.6m.
Earnings Per Share
The total loss attributable to the equity shareholders of the Company amounted
to £5.7m, equating to a basic loss per share of 6.1 pence. The basic loss per
share on continuing operations was 4.8 pence. The adjusted profit per share
for continuing operations was 2.6 pence (FY23 restated: 2.5 pence).
Cash Flow and Net Cash / (Debt)
During the period the Group moved from a position of holding net cash of
£4.2m to £4.5m (total Group) as at the period end. The period end net cash
comprised £8.0m net cash for continuing activities and £3.5m net debt for
discontinued activities. During the period the operating activities of
continuing operations generated £4.2m of cash with additional inflows
including dividends received from joint ventures of £0.9m and the final
£4.0m deferred consideration from the sale of the Agricultural Supplies
Division in FY23. Dividends of £6.0m were paid to shareholders during the
period.
Pensions
The Group operates defined contribution and defined benefit pension schemes.
The defined benefit scheme is closed to new members and future accrual. During
the period the Board, working with the defined benefit scheme trustees, have
been exploring the viability of conducting a 'buy-in' of the pension scheme in
order to de-risk the future position of both the Company and members. During
this process a prior shortfall in accruals for past service costs came to
light dating from equalisation of retirement ages in the 1990s. A one-off
charge of £2.9m has been made in the year to address this shortfall.
This one-off charge has contributed to a reduction in the net pension asset
recognised on the balance sheet from £5.3m to £1.8m. The other movements
were increases in assessed obligations of £1.0m offset by an increase in fund
assets of £0.4m. The net pension asset reflects assets of £48.2m and
assessed liabilities of £46.4m.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 August 2024
2023
2024 (restated)(2,3)
Notes £'000 £'000
Continuing operations
Revenue 2 75,701 81,815
Cost of sales (61,434) (67,541)
Gross profit 14,267 14,274
Distribution costs (4,408) (4,746)
Administrative expenses (18,028) (11,840)
Share of post-tax results of joint ventures 1,374 1,441
Adjusted(1) operating profit 2 2,168 2,845
Adjusting items 3 (8,963) (3,716)
Operating loss 2 (6,795) (871)
Finance income 1,013 814
Finance costs (681) (715)
Adjusted(1) profit before taxation 2 2,500 2,944
Adjusting items 3 (8,963) (3,716)
Loss before taxation 2 (6,463) (772)
Taxation 4 1,974 (72)
Adjusted(1) profit for the year from continuing operations 2,461 2,424
Adjusting items 3 (6,950) (3,268)
Loss for the year from continuing operations (4,489) (844)
Discontinued operations
(Loss)/profit for the year from discontinued operations (including held for
sale)
5 (1,231) 83
Loss for the year (5,720) (761)
Loss attributable to:
Equity shareholders (5,720) (226)
Non-controlling interests(4) - (535)
(5,720) (761)
Basic (loss)/earnings per ordinary share (pence)
Loss from continuing operations 6 (4.8) (1.0)
(Loss)/profit from discontinued operations 6 (1.3) 0.7
6 (6.1) (0.3)
Diluted (loss)/earnings per ordinary share (pence)
Loss from continuing operations (4.8) (1.0)
(Loss)/profit from discontinued operations (1.3) 0.7
(6.1) (0.3)
(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 3. An alternative performance measures
glossary can be found in note 11.
(2) ( ) Restated to provide comparable information for continuing and
discontinued operations following the classification of the Engineering
businesses and Afgritech LLC as disposal groups in the current year. Further
details of the results from discontinued operations and net assets relating to
the disposal groups can be found in note 5.
(3) ( ) See note 10 for an explanation of the prior year restatements.
(4) ( ) Non-controlling interests relate to businesses included in the
Carr's Billington Agricultural disposal group.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 August 2024
2023
2024 (restated)(2)
£'000 £'000
Loss for the year (5,720) (761)
Other comprehensive (expense)/income
Items that may be reclassified subsequently to profit or loss:
- Foreign exchange translation losses arising on translation
of overseas subsidiaries (1,492) (3,141)
Items that will not be reclassified subsequently to profit or loss:
- Actuarial losses on retirement benefit asset:
- Group (412) (2,058)
- Share of associate (included within disposal - (717)
group)
- Taxation credit on actuarial losses on retirement benefit asset:
- Group 103 515
- Share of associate - 179
(included within disposal group)
Other comprehensive expense for the year, net of tax (1,801) (5,222)
Total comprehensive expense for the year (7,521) (5,983)
Total comprehensive expense attributable to:
Equity shareholders (7,521) (5,448)
Non-controlling interests(1) - (535)
(7,521) (5,983)
Total comprehensive expense attributable to:
Continuing operations (5,430) (3,814)
Discontinued operations (2,091) (2,169)
(7,521) (5,983)
(1) ( ) Non-controlling interests relate to businesses included in the
Carr's Billington Agricultural business disposal group.
(2 ) Restated to provide comparable information for continuing and
discontinued operations following the classification of the Engineering
businesses and Afgritech LLC as disposal groups in the current year. Further
details of the results from discontinued operations and net assets relating to
the disposal groups can be found in note 5.
CONSOLIDATED BALANCE SHEET
as at 31 August 2024
2023 2022
2024 (restated)(1) (restated)(1)
Notes £'000 £'000 £'000
Assets
Non-current assets
Goodwill 2,068 19,161 23,609
Other intangible assets 32 3,318 4,635
Property, plant and equipment 9,900 29,950 33,204
Right-of-use assets 656 7,323 8,223
Investment property 316 2,640 74
Interest in joint ventures 6,288 6,101 6,065
Other investments 26 27 32
Contract assets - - 316
Financial assets
- Non-current receivables - 21 23
Retirement benefit asset 1,807 5,316 6,828
Deferred tax asset 208 26 213
21,301 73,883 83,222
Current assets
Inventories 12,062 26,613 26,990
Contract assets - 7,915 7,564
Trade and other receivables 10,352 26,894 21,556
Current tax assets 712 3,895 3,866
Financial assets
- Cash and cash equivalents 13,714 23,123 22,515
Assets included in disposal groups and
other assets classified as held for sale 5 85,663 - 144,389
122,503 88,440 226,880
Total assets 143,804 162,323 310,102
Liabilities
Current liabilities
Financial liabilities
- Borrowings (2,764) (13,714) (12,734)
- Leases (267) (1,264) (1,416)
- Derivative financial instruments - (4) (62)
Contract liabilities - (5,194) (2,426)
Trade and other payables (10,707) (18,858) (23,541)
Current tax liabilities - (131) (711)
Liabilities included in disposal groups
classified as held for sale 5 (31,748) - (101,566)
(45,486) (39,165) (142,456)
Non-current liabilities
Financial liabilities
- Borrowings (2,913) (5,206) (23,805)
- Leases (448) (5,559) (6,128)
Deferred tax liabilities (23) (4,447) (5,048)
Other non-current liabilities - (71) (336)
(3,384) (15,283) (35,317)
Total liabilities (48,870) (54,448) (177,773)
Net assets 94,934 107,875 132,329
Shareholders' equity
Share capital 2,361 2,354 2,350
Share premium 10,945 10,664 10,500
Other reserves 81,628 94,857 105,283
Total shareholders' equity 94,934 107,875 118,133
Non-controlling interests - - 14,196
Total equity 94,934 107,875 132,329
(1) See note 10 for an explanation of the prior year restatements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 August 2024
1 Treasury Equity Foreign Total Shareholders' Non-
Share Share Share Compensation Exchange Other Retained Equity controlling Total
Capital Premium Reserve Reserve Reserve Reserve Earnings £'000 Interests Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
2,350 10,500 528 6,268 192 98,295 118,133 14,196 132,329
At 4 September 2022 -
Loss for the year - - - - - - (226) (226) (535) (761)
Other comprehensive expense - - - - (3,141) - (2,081) (5,222) - (5,222)
Total comprehensive expense - - - - (3,141) - (2,307) (5,448) (535) (5,983)
Dividends paid - - - - - - (4,889) (4,889) - (4,889)
Equity-settled share-based payment transactions - - (85) - - - (85) (7) (92)
-
Excess deferred taxation on share-based payments - - - - - (4) (4) - (4)
-
Allotment of shares 4 164 - - - - - 168 - 168
Sale of disposal group - - - - - - - - (13,654) (13,654)
Transfer - - - (179) - (2) 181 - - -
At 2 September 2023 2,354 10,664 - 264 3,127 190 91,276 107,875 - 107,875
2,354 10,664 264 3,127 190 91,276 107,875 - 107,875
At 3 September 2023 -
Loss for the year - - - - - - (5,720) (5,720) - (5,720)
Other comprehensive expense - - - - (1,492) - (309) (1,801) - (1,801)
Total comprehensive expense - - - - (1,492) - (6,029) (7,521) - (7,521)
Dividends paid - - - - - - (6,006) (6,006) - (6,006)
Equity-settled share-based payment transactions - - 358 - - - 358 - 358
-
Excess deferred taxation on share-based payments - - - - - 14 14 - 14
-
Allotment of shares 7 281 - - - - - 288 - 288
Purchase of own shares held in trust - - - - - - (74) - (74)
(74)
Transfer - - 74 (298) - (34) 258 - - -
At 31 August 2024 2,361 10,945 - 324 1,635 156 79,513 94,934 - 94,934
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 August 2024
2023
2024 (restated)(1,2)
Notes £'000 £'000
Cash flows from operating activities
Cash generated from/(used in) continuing operations 7 2,657 (2,152)
Interest received 734 502
Interest paid (681) (715)
Tax received/(paid) 1,539 (507)
Net cash generated from/(used in) operating activities in continuing
operations
4,249 (2,872)
Net cash generated from operating activities in discontinued operations
3,194 1,089
Net cash generated from/(used in) operating activities 7,443 (1,783)
Cash flows from investing activities
Sale of disposal group (net of cash disposed) 4,000 26,483
Dividends received from joint ventures 916 1,390
Purchase of intangible assets (9) (2)
Proceeds from sale of property, plant and equipment 17 13
Purchase of property, plant and equipment (1,188) (2,048)
Proceeds from sale of investment property 182 -
Net cash generated from investing activities in continuing operations
3,918 25,836
Net cash used in investing activities in discontinued operations (3,526) (1,789)
Net cash generated from investing activities 392 24,047
Cash flows from financing activities
Proceeds from issue of ordinary share capital 288 167
Purchase of own shares held in trust (74) -
New financing and drawdowns on RCF - 5,574
Repayment of RCF drawdowns (1,816) (21,741)
Lease principal repayments (322) (367)
Repayment of borrowings (863) (2,400)
Dividends paid to shareholders (6,006) (4,889)
Net cash used in financing activities in continuing operations (8,793) (23,656)
Net cash used in financing activities in discontinued operations (1,677) (12,640)
Net cash used in financing activities (10,470) (36,296)
Net decrease in cash and cash equivalents (2,635) (14,032)
Cash and cash equivalents at beginning of the year 10,769 24,855
Exchange differences on cash and cash equivalents (204) (54)
Cash and cash equivalents at end of the year 7,930 10,769
(1) Restated to provide comparable information for continuing and discontinued
operations following the classification of the Engineering businesses and
Afgritech LLC as disposal groups in the current year. Further details of the
results from discontinued operations and net assets relating to the disposal
groups can be found in note 5.
(2) Restated to reclassify disposal group costs to sell of £(864,000) from
cash flows from investing activities to cash flows from operating activities.
NOTES TO THE PRELIMINARY ANNOUNCEMENT
1. Basis of preparation and going concern
The financial information in this preliminary
announcement does not constitute the Company's statutory accounts for the
years ended 31 August 2024 or 2 September 2023. Statutory accounts for 2023
have been delivered to the Registrar of Companies, and those for 2024 will be
delivered in due course. The auditor has reported on those accounts; their
reports were (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.
Going concern
The financial information in this preliminary announcement has been prepared
on a going concern basis which the Directors consider to be appropriate for
the following reasons.
The Directors have reviewed the Group's operational forecasts and projections
for the three years to 31 August 2027 as used for the viability assessment,
taking account of reasonably possible changes in trading performance, together
with the planned capital investment over that same period. The Group is
expected to have a sufficient level of financial resources available through
operating cash flows and existing bank facilities for the period to the end of
December 2025 ("the going concern period"). The Group has operated within all
its banking covenants throughout the year. In addition, the Group's main
banking facility is in place until December 2026.
For the purpose of assessing the appropriateness of the preparation of the
Group's accounts on a going concern basis, the Directors have prepared
financial forecasts for the Group, comprising profit before and after
taxation, balance sheets and cash flows covering the period to the end of
December 2025. The forecasts consider the current cash position, the
availability of banking facilities and an assessment of the principal areas of
risk and uncertainty. Scenarios with and without the anticipated disposal of
the Engineering Division have been considered. These forecasts have been
sensitised on a combined basis for severe but plausible downside scenarios.
The scenarios tested included significant reductions in profitability and
associated cashflows linked to the two principal risks of: reliance on key
customers and customer demand; and supply chain and operations. 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 financial forecasts. In
addition to testing these severe but plausible downside scenarios, reverse
stress testing was also applied to the sensitised forecasts, to understand
what level of downside scenario the Group would not be able to withstand. The
scenarios which created going concern uncertainty were deemed extreme and
implausible.
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.
In all the scenarios, the Group complies with its financial bank covenants,
operates within its renewed bank facilities, and meets its liabilities as they
fall due.
Consequently, the Directors are confident that the Group and the Company will
have sufficient funds to continue to meet their liabilities as they fall due
until the end of December 2025 and therefore have prepared the financial
information in this preliminary announcement on a going concern basis.
Accounting policies
The accounting policies are consistent with those of the prior year.
Prior year restatements
Given the reduced size of the continuing Group following the classification of
the Engineering businesses and Afgritech LLC as discontinued, two areas of
accounting have been reviewed and revised in the year with the impact being a
reclassification between revenue and cost of sales and an increase to assets
and liabilities. There is no impact to profit or net assets in either the
current or prior year.
Further details of the effect of the prior year restatements can be found in
note 10.
2. Segmental information
The segmental information for the year ended 31 August
2024 is as follows:
Continuing Group Discontinued
Agriculture Central £'000 operations £'000
£'000 £'000
Total segment revenue 75,701 - 75,701 72,320
Inter-segment revenue - - - (2)
Revenue from external customers 75,701 - 75,701 72,318
Adjusted(1) EBITDA(2) 5,320 (2,868) 2,452 9,298
Depreciation, amortisation and profit/(loss) on disposal of non-current assets
(1,503) (155) (1,658) (2,599)
Share of post-tax results of joint ventures 1,374 - 1,374 -
Adjusted(1) operating profit/(loss) 5,191 (3,023) 2,168 6,699
Adjusting items (note 3) (4,488) (4,475) (8,963) (5,663)
Operating profit/(loss) 703 (7,498) (6,795) 1,036
Finance income 1,013 102
Finance costs (681) (765)
Adjusted(1) profit before taxation 2,500 6,036
Adjusting items (note 3) (8,963) (5,663)
(Loss)/profit before taxation (6,463) 373
Taxation of discontinued operations (1,604)
Loss for the year from discontinued operations (note 5) (1,231)
( )
( )
(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 3
(2 ) Earnings before interest, tax, depreciation, amortisation,
profit/(loss) on the disposal of non-current assets and before share of
post-tax results of joint ventures
The segmental information for the year ended 2
September 2023 is as follows. Prior year disclosures have been restated in
respect of discontinued operations to aid comparability with the segmental
information presented for the current year. Further details of the prior year
restatements of continuing operations can be found in note 10.
Restated: Continuing Discontinued operations
Agriculture Central Group £'000
£'000 £'000 £'000
Total segment revenue 83,135 - 83,135 115,558
Inter-segment revenue (1,320) - (1,320) (36)
Revenue from external customers 81,815 - 81,815 115,522
Adjusted(1) EBITDA(2) 6,143 (2,850) 3,293 5,831
Depreciation, amortisation and profit/(loss) on disposal of non-current assets
(1,763) (126) (1,889) (2,547)
Share of post-tax results of associate and joint ventures 1,441 - 1,441 466
Adjusted(1) operating profit/(loss) 5,821 (2,976) 2,845 3,750
Adjusting items (note 3) (3,315) (401) (3,716) (2,280)
Operating profit/(loss) 2,506 (3,377) (871) 1,470
Finance income 814 62
Finance costs (715) (791)
Adjusted(1) profit before taxation 2,944 3,021
Adjusting items (note 3) (3,716) (2,280)
(Loss)/profit before taxation (772) 741
Taxation of discontinued operations (658)
Profit for the year from discontinued operations (note 5) 83
(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 3
(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
3. Adjusting items
In reporting financial information, the Group presents 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 therefore the Group believes that these APMs provide
stakeholders with additional useful information on the performance of the
business. The following adjusting items have been added back to reported
profit measures.
2024 2023 (restated)
Continuing operations Discontinued operations Continuing Discontinued
operations Operations
£'000 £'000 £'000 £'000
Amortisation of acquired intangible assets (i) 89 446 488 459
Restructuring/closure costs (ii) 2,132 - 607 -
Loss/(profit) on fair value measurement less costs to sell and impairment of
disposal group assets (iii)
720 5,217 - (3)
Cloud configuration and customisation costs (iv) 813 - 602 -
Costs related to pension scheme buy-in (v) 284 - - -
Pension past service costs (vi) 2,900 - - -
Profit on disposal of investment property (vii) (154) - - -
Goodwill and other intangible assets impairment (viii) 210 - 2,019 1,824
Property, plant and equipment and right-of-use assets impairment (ix)
1,969 - - -
Included in profit/(loss) before taxation 8,963 5,663 3,716 2,280
Taxation effect of the above adjusting items (2,013) (211) (448) (111)
Included in profit/(loss) for the year 6,950 5,452 3,268 2,169
(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) Restructuring/closure costs include costs incurred in
relation to the restructure of the Agriculture Division and Group functions.
(iii) In respect of continuing operations, the carrying value of
assets classified as held for sale at the year end exceeded the fair value
less costs to sell. As a result the carrying values were reduced to the fair
value less costs to sell resulting in a loss of £720,000 being recognised.
At the year end the carrying value of the assets and liabilities included in
disposal groups classified as held for sale exceeded the fair value less costs
to sell. As a result the net assets of these disposal groups were reduced to
the fair value less costs to sell. In addition an impairment was recognised
against the assets of the Chirton Engineering business. This has resulted in a
combined loss of £5,217,000.
Further details of theses adjusting items can be found in note 5.
In the prior year the Group disposed of its interest in the Carr's Billington
Agricultural business on 26 October 2022. The profit on fair value measurement
less costs to sell arose from the structure of the sale and offsets the
retained earnings from discontinued operations between 3 September 2022 and
completion date.
(iv) Costs relating to material spend in relation to the
implementation of the Group's ERP system that have now been expensed following
the adoption of the IFRIC agenda decision.
(v) During the year the Trustees of the Carr's Group pension
scheme began the process of seeking an insurer from whom to purchase an
insured bulk annuity ('buy-in'). Costs incurred related to this process have
been included as an adjusting item.
(vi) Pension past service costs relating to a Barber Window
equalisation adjustment.
(vii) During the year the Group disposed of a property it leased to
a third party. As this does not relate to the underlying profitability of
the Group it has been included as an adjusting item in the year.
(viii) Impairment of other intangible assets in respect of the Animax
Ltd cash-generating unit.
In the prior year this relates to impairment of goodwill and other intangible
assets in respect of the Animax Ltd cash-generating unit and impairment of
goodwill in respect of the NW Total Engineered Solutions Ltd cash-generating
unit.
(ix) Impairment of property, plant and equipment and right-of-use
assets in respect of the Animax Ltd cash-generating unit.
4. Taxation
2024 2023 (restated)
Continuing Discontinued Continuing Discontinued
operations operations operations Operations
£'000 £'000 £'000 £'000
Analysis of the (credit)/charge in the year
Current tax:
UK corporation tax
Current year (288) 263 (629) 286
Adjustment in respect of prior years (71) 30 (172) 188
Foreign tax
Current year 397 1,028 498 286
Adjustment in respect of prior years 11 (13) (23) (308)
Group current tax 49 1,308 (326) 452
Deferred tax:
Origination and reversal of timing differences
Current year (2,083) 384 51 120
Adjustment in respect of prior years 60 (88) 347 86
Group deferred tax (2,023) 296 398 206
Tax (credit)/charge for the year (1,974) 1,604 72 658
(Loss)/profit before taxation (6,463) 373 (772) 741
Tax at 25.0% (2023: 21.5%) (1,616) 93 (166) 159
Effects of:
Tax effect of share of results of associate and joint ventures (344) - (310) (100)
Tax effect of expenses that are not allowable in determining
taxable profit
270 1,368 583 587
Tax effect of non-taxable income
(362) (81) (276) (142)
Effects of different tax rates of foreign subsidiaries
(42) 111 (41) 48
Effects of deferred tax rates
- (24) (21) (13)
Unrecognised deferred tax on losses
78 208 151 153
Withholding taxes suffered
42 - - -
Adjustment in respect of prior years
- (71) 152 (34)
Total tax (credit)/charge for the year (1,974) 1,604 72 658
The tax effect of expenses that are not allowable in determining taxable
profit includes share-based payments, depreciation of non-qualifying assets,
disregarded foreign exchange net loss movements, other expenses disallowable
for corporation tax, and in respect of discontinued operations it includes the
loss recognised on the measurement to fair value less costs to sell of the
disposal groups (notes 3 and 5). In the prior year it also includes goodwill
impairment.
The tax effect of non-taxable income includes the effect of income within the
patent box regime, disregarded foreign exchange net gain movements, and in
respect of the prior year the 30% benefit of the super deduction for capital
allowances.
5. Discontinued operations and non-current assets held for sale
As we position the Group to implement its focused Agriculture Strategy a
number of activities of the Group in the year ended 31 August 2024 meet the
criteria for classification as 'Held for Sale' or 'Discontinued' in accordance
with IFRS 5. As such the impact of these activities is excluded from the
detail of the primary statements with the net impact reflected under
'discontinued operations'.
As announced in April 2024 the Group has been exploring means of optimising
value for its Engineering Division, a process which is ongoing and progressing
positively.
Within Agriculture, the Afgritech business in Watertown, New York was engaged
in the supply of commodity feeds to the dairy industry. In recent years it has
been significantly impacted by movements in the canola commodity market. As a
consequence the business lost £0.5m at adjusted operating profit level in
FY24 and is non-core to the future Agriculture strategy. The business was
closed on 31 October 2024 with the assets of the business sold on 1 November
2024.
In the year the Group started the process to realise value for its investment
property portfolio comprising nine sites, one of which was sold in the year,
and the Group's former head office premises in Carlisle.
In the prior year, on 26 October 2022, the Group completed the disposal of its
interests in the Carr's Billington Agricultural business to Edward Billington
and Son Limited. Full details of the disposal including proceeds received and
net assets disposed can be found in the Annual Report and Accounts for the
year ended 2 September 2023.
The tables below show the results of the discontinued operations and the
(loss)/profit recognised on the remeasurement to fair value less costs to
sell, together with the classes of assets and liabilities comprising the
amounts 'held for sale' in the Group balance sheet as at 31 August 2024.
2023 (restated)
2024
£'000 £'000
Revenue 72,318 115,522
Expenses (66,893) (115,250)
5,425 272
Share of post-tax results of associate - 378
Share of post-tax results of joint venture - 88
Profit before taxation of discontinued operations 5,425 738
Taxation (note 4) (1,668) (658)
Profit after taxation of discontinued operations 3,757 80
Pre-taxation (loss)/gain recognised on the measurement to fair value less (5,052) 3
costs to sell
Taxation (note 4) 64 -
After taxation (loss)/gain recognised on the measurement to fair value less (4,988) 3
costs to sell
(Loss)/profit for the year from discontinued operations (1,231) 83
Included in other comprehensive income in the year is £nil (2023: £0.5m) of
actuarial losses net of tax in respect of the Carr's Billington Agricultural
business sold on 26 October 2022.
The net assets relating to the disposal groups and certain other assets of the
Group that are classified as held for sale at 31 August 2024 in the Group
balance sheet are shown below:
Total
£'000
Assets
Goodwill 16,682
Other intangible assets 2,726
Property, plant and equipment 19,209
Right-of-use assets 8,835
Investment property 2,229
Non-current receivables 20
Deferred tax asset 357
Inventories 11,203
Contract assets 9,220
Trade and other receivables 12,906
Current tax assets 2,194
Cash and cash equivalents 4,802
Impairment under value in use methodology (3,159)
Loss on fair value measurement before costs to sell (1,561)
Total assets 85,663
Liabilities
Borrowings (8,326)
Leases (8,105)
Contract liabilities (4,999)
Trade and other payables (6,974)
Current tax liabilities (381)
Deferred tax liabilities (2,961)
Other non-current liabilities (2)
Total liabilities (31,748)
Net assets 53,915
A value in use impairment of £3.2m has been recognised in respect of the
Chirton Engineering business assets. The loss on fair value measurement less
costs to sell comprises the following: £0.8m in respect of the Afgritech LLC
business and £0.7m in respect of the Silver Springs site's property, plant
and equipment held for sale.
Costs to sell of £1,152,000 were incurred by the parent Company and £65,000
of costs were incurred by NuVision Engineering in the year in respect of the
Engineering Division disposal group and are therefore excluded from the loss
on fair value measurement less costs to sell in the table above. These costs
are included within the adjusting item for loss on fair value measurement less
costs to sell (note 3).
6. Earnings per ordinary share
Basic earnings per share are based on profit attributable to shareholders and
on a weighted average number of shares in issue during the year of 94,284,735
(2023: 94,058,319). The calculation of diluted earnings per share is based
on 94,284,735 shares (2023: 94,058,319).
In accordance with IAS 33 'Earnings per Share' potential ordinary shares shall
be treated as dilutive when, and only when, their conversion to ordinary
shares would decrease earnings per share or increase loss per share from
continuing operations.
In both the current and prior year continuing operations is loss-making and
conversion of potential ordinary shares to ordinary shares would decrease the
loss per share. Therefore, these potential ordinary shares have been
determined to be antidilutive and have been excluded from the calculation of
diluted earnings per share.
Adjusting items disclosed in note 3 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:
2023
2024 2023 (restated) Earnings per
2024 Earnings per (restated) Earnings Share
Earnings share £'000 pence
£'000 pence
Continuing operations
Loss per share - basic (4,489) (4.8) (844) (1.0)
Adjusting items:
Amortisation of acquired intangible assets 89 0.1 488 0.5
Restructuring/closure costs 2,132 2.3 607 0.6
Loss on fair value measurement less costs to sell 720 0.8 - -
Cloud configuration and customisation costs 813 0.8 602 0.6
Costs related to pension scheme buy-in 284 0.3 - -
Pension past service costs 2,900 3.1 - -
Profit on disposal of investment property (154) (0.2) - -
Goodwill and other intangible assets impairment 210 0.2 2,019 2.2
Property, plant and equipment and right-of-use assets impairment 1,969 2.1 - -
Taxation effect of the above (2,013) (2.1) (448) (0.4)
Earnings per share - adjusted 2,461 2.6 2,424 2.5
2023
2024 2023 (restated) (restated)
2024 Earnings per Earnings Earnings per
Earnings share £'000 share
£'000 pence pence
Discontinued operations
(Loss)/earnings per share - basic (1,231) (1.3) 618 0.7
Adjusting items:
Amortisation of acquired intangible assets 446 0.5 459 0.5
Loss/(profit) on fair value measurement less costs to sell and impairment of
disposal group assets
5,217 5.5 (3) -
Goodwill impairment - - 1,824 1.9
Taxation effect of the above (211) (0.2) (111) (0.1)
Earnings per share - adjusted 4,221 4.5 2,787 3.0
Total (basic) (5,720) (6.1) (226) (0.3)
Total (adjusted) 6,682 7.1 5,211 5.5
7. Cash generated from/(used in) continuing operations
2023
2024 (restated)(1)
£'000 £'000
(Loss)/profit for the year from continuing operations (4,489) (844)
Adjustments for:
Tax (1,974) 72
Tax credit in respect of R&D (116) (82)
Depreciation of property, plant and equipment 1,264 1,515
Depreciation of right-of-use assets 327 387
Depreciation of investment property 67 67
Intangible asset amortisation 93 493
Goodwill and other intangible assets impairment and amounts written off 229 2,019
Property, plant and equipment impairment 1,906 -
Right-of-use assets impairment 63 -
Loss on fair value measurement less costs to sell 720 -
Loss/(profit) on disposal of property, plant and equipment 9 (88)
(Profit)/loss on disposal of right-of-use assets (13) 3
Profit on disposal of investment property (154) -
Net fair value charge/(credit) on share-based payments 164 (82)
Other non-cash adjustments (347) (835)
Finance costs:
Interest income (1,013) (814)
Interest expense and borrowing costs 712 771
Share of results of joint ventures (1,374) (1,441)
IAS19 income statement credit in respect of employer contributions - (400)
IAS19 income statement charge (excluding interest):
Past service cost 2,900 -
Administrative expenses 477 166
Changes in working capital:
Decrease in inventories 2,982 772
Decrease in receivables 84 527
Increase/(decrease) in payables 140 (4,358)
Cash generated from/(used in) continuing operations 2,657 (2,152)
(1 ) See note 10 for an explanation of the prior year restatement. This
has impacted the changes in receivables and payables in the prior year by an
equal but opposite amount
8. Pensions (continuing operations)
The Group operates its current pension arrangements on a defined benefit and
defined contribution basis. The valuation of the defined benefit scheme under
the IAS19 accounting basis showed a surplus in the scheme at 31 August 2024 of
£1.8m (2023: £5.3m).
In the year, the retirement benefit charge, excluding interest and service
costs, in respect of the Carr's Group Pension Scheme (defined benefit section)
was £477,000 (2023: £166,000) of which £284,000 (2023: £nil) has been
included as an adjusting item (note 3). In addition a charge of £2,900,000
(2023: £nil) has been recognised as a past service cost which has also been
included as an adjusting item.
9. Analysis of net cash and leases
Transferred to assets /
At Other liabilities of disposal group At
3 September Non-Cash changes Exchange 31 August
2023 Cashflow movements 2024
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 23,123 (4,403) - (204) (4,802) 13,714
Bank overdrafts (12,354) 1,768 - - 7,916 (2,670)
10,769 (2,635) - (204) 3,114 11,044
Loans and other borrowings:
- current (1,360) 863 - (7) 410 (94)
- non-current (5,206) 2,340 (32) (15) - (2,913)
Net cash 4,203 568 (32) (226) 3,524 8,037
Leases:
- current (1,264) - (160) - 1,157 (267)
- non-current (5,559) 1,475 (3,333) 20 6,948 (449)
Leases (6,823) 1,475 (3,493) 20 8,105 (716)
Net cash and leases (2,620) 2,043 (3,525) (206) 11,629 7,321
10. Prior year restatements
Given the reduced size of the continuing Group following the classification of
the Engineering businesses and Afgritech LLC as discontinued, two areas of
accounting have been reviewed and revised in the year with the impact being a
reclassification between revenue and cost of sales and an increase to assets
and liabilities. There is no impact to profit or net assets in either the
current or prior year.
The first is a reassessment of certain costs incurred in the UK Agriculture
business, by reference to the agent/principal guidance within IFRS 15. This
has resulted in a gross up of revenue and cost of sales on the face of the
income statement for costs previously recognised net within cost of sales,
with no impact on profitability.
The second reassessment relates to items of re-usable packaging in which
finished goods are sold in the US Agriculture business. Previously these were
accounted for as stock consumables with no material impact on the income
statement. The accounting for these items was reconsidered under the
requirements of IFRS 15. The resulting adjustment grosses up revenue and cost
of sales on the income statement, with no profitability impact. The balance
sheet has also been grossed up to show an asset and corresponding liability to
reflect a sale with a right to return under IFRS 15.
The results and financial position of the Group's continuing operations for
the year ended 2 September 2023 have been restated to reflect these.
The affected financial statement line items are as follows:
Restatement in respect of previously netted amounts
£'000 Restatement in respect of
2 September 2023 packaging 2 September 2023 (restated)
(previously reported) £'000 £'000
£'000
Income Statement
Revenue 80,903 599 313 81,815
Cost of sales (66,629) (599) (313) (67,541)
2 September 2023 Restatement in 2 September 2023
(previously reported) respect of packaging (restated)
£'000 £'000 £'000
Balance Sheet
Trade and other receivables 24,592 2,302 26,894
Current assets 86,138 2,302 88,440
Total assets 160,021 2,302 162,323
Trade and other payables (16,556) (2,302) (18,858)
Current liabilities (36,863) (2,302) (39,165)
Total liabilities (52,146) (2,302) (54,448)
In accordance with IAS 1, a third balance sheet has been presented to show the
impact to the opening balance sheet for the prior year.
The affected financial statement line items are as follows:
3 September 2022 Restatement in 3 September 2022
(previously reported) respect of packaging (restated)
£'000 £'000 £'000
Balance Sheet
Trade and other receivables 19,015 2,541 21,556
Current assets 224,339 2,541 226,880
Total assets 307,561 2,541 310,102
Trade and other payables (21,000) (2,541) (23,541)
Current liabilities (139,915) (2,541) (142,456)
Total liabilities (175,232) (2,541) (177,773)
11. Alternative performance measures glossary
The preliminary announcement includes 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
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 2. EBITDA allows the user to assess
the profitability of the Group's core operations before the impact of capital
structure, debt financing and non-cash items such as depreciation and
amortisation.
Adjusted operating profit Operating profit after adding back items regarded by the Directors as
adjusting items. This measure is reconciled to statutory operating profit in
the income statement and note 2. Adjusted results are presented because if
included, these adjusting items could distort the understanding of the Group's
performance for the year and the comparability between the years presented.
Adjusted profit before taxation Profit before taxation after adding back items regarded by the Directors as
adjusting items. This measure is reconciled to statutory profit before
taxation in the income statement and note 2. Adjusted results are presented
because if included, these adjusting items could distort the understanding of
the Group's performance for the year and the comparability between the years
presented.
Adjusted profit for the year Profit after taxation after adding back items regarded by the Directors as
adjusting items. This measure is reconciled to statutory profit after taxation
in the income statement. Adjusted results are presented because if included,
these adjusting items could distort the understanding of the Group's
performance for the year and the comparability between the years presented.
Adjusted earnings per share Profit attributable to the equity holders of the Company after adding back
items regarded by the Directors as adjusting items after tax divided by the
weighted average number of ordinary shares in issue during the year. This is
reconciled to basic earnings per share in note 6.
Net cash/(debt) The net position of the Group's cash at bank and borrowings per the balance
sheet. Details of the movement in net cash/(debt) is shown in note 9.
12. The Board of Directors approved the preliminary announcement on
11 December 2024.
13. The full FY24 Annual Report and Accounts will shortly be
available for inspection via the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://protect-eu.mimecast.com/s/bO84CvjPvi7ngWoHo37b9?domain=data.fca.org.uk)
and on the Company's website at www.carrsgroup-ir.com
(http://www.carrsgroup-ir.com) . The Company intends to post a copy of the
FY24 Annual Report and Accounts to shareholders who have elected to receive
paper communications in the coming weeks. The full FY24 Annual Report and
Accounts will also be available upon request from the Company Secretary,
Carr's Group plc, Warwick Mill Business Centre, Warwick Bridge, Carlisle, CA4
8RR.
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