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REG - Carr's Group PLC - Half-year Report <Origin Href="QuoteRef">CARRC.L</Origin> - Part 1

RNS Number : 6935U
Carr's Group PLC
11 April 2016

Carr's Group plc

11 April 2016

CARR'S GROUP plc ("Carr's" or the "Group")
INTERIM RESULTS

"Diversity drives a resilient half year performance despite challenging market conditions"

Carr's (CARR.L), the Agriculture, Food and Engineering Group, announces results for the six months ended 27 February 2016.

Financial highlights

Revenue down 9.4% to 189.1m (H1 2015: 208.6m)

Operating profit up 0.5% to 9.6m (H1 2015: 9.6m)

Profit before tax down 0.9% to 10.5m (H1 2015: 10.6m)

Basic EPS up 4.7% to 8.9p (H1 2015: 8.5p)

Adjusted EPS1 up 3.4% to 9.0p (H1 2015: 8.7p)

First interim dividend up 2.7% to 0.95p (H1 2015: 0.925p)

Net debt of 27.0m (24.4m as at 29 August 2015)

Commercial highlights

On track first half performance demonstrating the strength of the Group's operational and geographic diversity

Outstanding performance by the USA feed block business

Strengthened retail network and product offering drives retail sales growth in UK Country Stores

UK agricultural market conditions continue to deteriorate

Strategy of focusing on the UK nuclear sector proving successful with new contracts awarded from Sellafield - as expected performance will be second half weighted

Growth maintained in the Food division

Tim Davies, Chief Executive Officer, commented:

"The Group is operating in challenging markets, however our international presence and diversity has provided a robust H1 performance. Trading in the second half is as anticipated and we remain on track to meet the full year expectations of the Board.

The UK agricultural market has suffered from the depressed farm gate milk and livestock prices and we expect this to continue through 2016 and 2017, which will directly adversely impact our UK farm customers."

1Adjusted EPS is after adding back amortisation of intangibles and non-recurring items, e.g. acquisition related costs

Enquiries:

Carr's Group plc

Tim Davies (Chief Executive Officer)

Neil Austin (Group Finance Director)

01228 554 600

Powerscourt

Nick Dibden

Sophie Moate

020 7250 1446

carrs@powerscourt-group.com

Notes to Editors

Carr's Group (CARR.L) is an international leader in the provision of essential industrial services focused on the Agriculture, Food and Engineering sectors. The Group offers a range of services including the manufacturing and supply of flour, robotic and remote handling equipment, farm machinery, feed blocks for livestock, and a UK network of rural stores, with a facility footprint spanning the UK, Europe and North America, supplying customers in 35 countries around the world.

Diversity Drives Resilient Performance

Introduction

Carr's has delivered results in line with expectations despite operating in tough market conditions across all three divisions. This result demonstrates the resilience of the Group driven by its operational and geographic diversity.

During December, the floods in the North of England affected a number of our sites and had a significant operational impact on the Lancaster feed mill and a major customer of our Cumbrian flour mill. Carr's has suffered no adverse financial impact as a result of the floods due to appropriate and comprehensive insurance cover, and because of the outstanding efforts of our employees the Group's affected sites returned to operation faster than expected.

The depressed farm gate milk price, challenging broader agricultural market and the mild weather conditions in the UK have resulted in the tough market conditions of H1 continuing into H2. The impact of this has been mitigated by the strong performance of our agriculture businesses in the USA. The Board remains confident that the Group will meet its expectations for the full year, however significant challenges are anticipated in the next financial year.

Business Review

During the 26 weeks ended 27 February 2016 the Group delivered a resilient performance and a satisfactory set of results. Group revenues were 189.1m, down 9.4% from the prior year (2015: 208.6m) primarily due to commodity price movements. Profit before tax decreased by 0.9% to 10.5m (2015: 10.6m).

Group operating margins increased to 5.1% (2015: 4.6%), with Group operating profit of 9.6m (2015: 9.6m). The Group's share of profit after tax from associate and joint venture companies was 1.4m (2015: 1.6m).

Basic earnings per share increased by 4.7% from 8.5p to 8.9p as a result of reductions to the UK rate of tax used to calculate deferred tax.

Agriculture

The Agriculture division has reported profit in line with expectations for the half year. This is a resilient performance, which demonstrates the value of our geographic and business diversity, with a strong USA performance offsetting lower profit delivery in the UK and Europe.

International

An outstanding performance from branded feed blocks, Smartlic and Feed in a Drum in the USA, resulted in sales volume growth of 11.7% (excluding joint ventures) year on year. This has been driven by favourable weather conditions, the ongoing increase in the size of the beef herds and continuing investment in operations. The new plant at Silver Springs, Nevada, is now fully commissioned and operational. It is assisting with meeting the increased demand on volume at the plant in Belle Fourche, South Dakota, whilst sales continue to build organically. The full benefit will be realised in the next financial year.

Sales of our feed block, Crystalyx, into mainland Europe have fallen due to the continuing low farm gate milk price, with sales volumes down 5.4% year on year, and this is set to continue through H2.

Following the launch of the new innovative product, Piglyx, which reduces stress levels in pigs, international export opportunities are being pursued, particularly into the Asian market.

UK

Against a challenging backdrop of continuing mild winter weather and low farm gate milk and livestock prices, sales volumes of feed blocks are down 2.8% year on year. Manufactured animal feed has seen a very slight decline of 0.3% on last year, outperforming the sector which has seen a national decline of circa 4.3% on average. This outperformance has been driven by our ability to support farmers with technical advice, at a time when key strategic nutrition decisions have to be taken. Animal feed margins continue to be under pressure, due to the on-going competitive landscape.

Declining farm incomes has resulted in considerable weakness in the machinery market, with sales down 11.7% year on year. This is expected to continue through the rest of this year and into the next financial year.

Retail has performed well with the Country Store network across Northern England and Southern Scotland seeing an increase in like for like sales of 2% year on year. The business of Reid & Robertson based in Balloch, Ayr and Oban, acquired in June 2015, has been fully integrated and is making a positive contribution. During the period Green (Agriculture) Co, an agriculture merchant business based at Morpeth, was acquired, which strengthens the retail network and offering in Northumberland.

Despite the mild autumn and winter, the fuel distribution business has performed well, with sales volumes up 6.2% year on year due to the increase in the size of the fleet operating out of two depots, Langwathby, Cumbria, and Hexham, Northumberland.

The challenging UK farming environment is expected to have a continued impact on the Agriculture division during H2 and into the next financial year as farm incomes continue to be under pressure and farmers look to reduce input costs and delay replacing machinery. However, the diversification of the Agriculture division's product offering and geographic spread is expected to partially mitigate the impact, with the strength of the USA operations and the anticipated ongoing expansion of the beef herds through 2016 and into 2017 expected to continue to benefit the division.

Food

The floods in Cumbria directly affected one of our major customers, which had a consequential impact on our sales volumes in the period, however underlying sales volumes have increased 0.4%. We do not anticipate any notable financial impact due to our business interruption insurance cover.

The underlying sales growth during H1 is in spite of the on-going changes in the consumer market, notably the decline in consumption of the traditional sliced loaf and the concurrent increase in bake-off products. The division's performance has also been assisted by the efficient and technologically advanced mill at Kirkcaldy and excellent long term relationships with customers.

The 2015 UK wheat harvest was in excess of 16 million tonnes, although the quality was variable. The wheat price volatility in the market has continued, with significant price falls experienced in early 2016. The strategic port-side mill locations and the strength of our customer relationships mean that the division is well placed to respond to the changing market conditions.

1After adjusting for volumes attributable to the affected customer, which are covered by insurance

Engineering

As previously reported, the Engineering division had a slow start to the year, partly due to the phasing of contracts and as the refocusing of the UK manufacturing business on nuclear started to gain traction. As a result H1 operating profit is down 58.2% year on year, but the full year expectations remain unchanged. Overall, revenues generated by the UK manufacturing businesses from the nuclear sector represented 55.4% of the total in the period against 20.5% in the corresponding period last year.

The UK manufacturing businesses have been awarded several new contracts from Sellafield, with the new design business assisting in driving these opportunities. While H1 has been slower than forecast, work has now commenced on some of the newly won contracts and this is set to accelerate through H2. The challenge for the rest of the year is to minimise any contract delays, ensuring that the anticipated level of completion is achieved by the year end. The manufacturing businesses are benefitting from a strong contract pipeline, with orders through 2017.

The remote handling businesses have performed well and in line with expectations, and this is set to continue in H2. Completion of the contract for two highly specialised A1000 robotic arms for the nuclear facility at Dounreay in Scotland was completed in the period. The final step of the three year long R&D project, Demo 2000, was successfully completed in December 2015. This project developed a robotic system for vessel inspection and cleaning, the first in the world to be certified for use in the most highly explosive environments. It has successfully undergone a live test in Statoils own test facility in Norway under explosive conditions. The customer will now undertake a live test in-situ at one of their operational facilities.

A product development programme has commenced, to ensure our remote handling technology remains at the forefront of the industry.

Finance

Net debt has risen by 10.7% from 24.4m at 29 August 2015 to 27.0m, driven predominantly by working capital movements, both seasonal within Agriculture and also within the Engineering division.

The Group's defined benefit pension scheme remains in surplus and this increased from 1.8m at 29 August 2015 to 3.9m. On 31 December 2015, the scheme was closed to future accrual. Deficit reduction contributions, which were ongoing for a number of years at 2.3m per annum, have now ceased as the scheme was fully funded at the last full actuarial valuation.

Shareholders' Equity

Shareholders' equity at 27 February 2016 increased by 9.8% to 95.6m (29 August 2015: 87.1m), primarily due to the profit retained by the Group in the period.

Dividend

A first interim dividend of 0.95 pence per ordinary share (2015: 0.925 pence per ordinary share), an increase of 2.7%, will be paid on 13 May 2016 to shareholders on the register on 22 April 2016. The ex-dividend date will be 21 April 2016.

Principal Risks and Uncertainties

The Group has a process in place to identify and assess the impact of risks on its business, which is reviewed and updated quarterly. The principal risks and uncertainties for the remainder of the financial year are not expected to change materially from those included on pages 15 to 17 of the Annual Report and Accounts 2015.

The principal risks and uncertainties are as follows:

Health and safety

People

Business continuity

Commodity costs

Product innovation

Strategic partners

Treasury

Non-compliance with legislation and regulation

Acquisitions

Customer demand

Reliance on key customers

Political instability

Reliance on key ingredients

Defined benefit pension scheme

Board Changes

On 1 October 2015 Ian Wood was appointed to the Board as a Non-Executive Director. He was previously the Commercial Director, International Business Development in Centrica (formerly British Gas) and has held a number of positions within Centrica covering engineering, customer services, industrial and commercial marketing, and energy trading within Europe and North America.

Outlook

The Group is operating in difficult and challenging markets, which show no signs of abating in the short term. However, the Group's geographic and operational diversity offers resilience, which combined with the continued investment in our assets ensures that the Group is well placed to respond to these challenges. Carr's remains on track to meet the full year expectations of the Board. The Board recognises that the difficult agriculture market will continue through 2017, which it anticipates will impact the Group's performance in the next financial year.

The Group is focused on generating organic growth and is committed to driving innovation through research and development to ensure it remains at the forefront of all the markets in which it operates. In conjunction with this, Carr's continues to review acquisition opportunities which will support future growth.

UNAUDITED CONSOLIDATED INCOME STATEMENT

For the 26 weeks ended 27 February 2016

(Restated)

(Restated)

26 weeks ended

27 February

2016

26 weeks ended

28 February 2015

52 weeks ended

29 August

2015

Notes

'000

'000

'000

Continuing operations

Revenue

6

189,073

208,638

411,565

Cost of sales

(161,228)

(179,535)

(356,708)

Gross profit

27,845

29,103

54,857

Net operating expenses

(18,206)

(19,515)

(38,623)

Group operating profit

6

9,639

9,588

16,234

Finance income

119

154

338

Finance costs

(662)

(717)

(1,412)

Share of post-tax profit in associate and joint ventures

1,423

1,586

2,307

Profit before taxation

6

10,519

10,611

17,467

Taxation

(1,778)

(2,208)

(3,774)

Profit for the period

8,741

8,403

13,693

Profit attributable to:

Equity shareholders

7,990

7,626

11,989

Non-controlling interests

751

777

1,704

8,741

8,403

13,693

Earnings per share (pence)

Basic

7

8.9

8.5

13.4

Diluted

7

8.6

8.2

12.9

Adjusted

7

9.0

8.7

13.6

Diluted adjusted

7

8.6

8.3

13.2

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 26 weeks ended 27 February 2016

26 weeks ended

27 February

2016

26 weeks ended

28 February 2015

52 weeks ended

29 August

2015

Notes

'000

'000

'000

Profit for the period

8,741

8,403

13,693

Other comprehensive income/(expense)

Items that may be reclassified subsequently to profit or loss:

Foreign exchange translation gains/(losses) arising on

translation of overseas subsidiaries

2,019

(157)

20

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

Actuarial gains/(losses) on retirement benefit asset:

- Group

12

879

(1,959)

(2,848)

- Share of associate

-

-

70

Taxation (charge)/credit on actuarial movement on

retirement benefit asset:

- Group

(158)

392

570

- Share of associate

-

-

(14)

Other comprehensive income/(expense) for the period,

net of tax

2,740

(1,724)

(2,202)

Total comprehensive income for the period

11,481

6,679

11,491

Total comprehensive income attributable to:

Equity shareholders

10,730

5,902

9,787

Non-controlling interests

751

777

1,704

11,481

6,679

11,491

UNAUDITED CONSOLIDATED BALANCE SHEET

As at 27 February 2016

As at

27 February

2016

As at

28 February

2015

As at

29 August

2015

Notes

'000

'000

'000

Non-current assets

Goodwill

9

10,931

10,040

10,849

Other intangible assets

9

413

454

448

Property, plant and equipment

9

60,391

56,629

58,385

Investment property

9

626

646

636

Investment in associate

9,196

7,788

8,439

Interest in joint ventures

6,082

5,493

5,012

Other investments

72

88

79

Financial assets

- Non-current receivables

150

501

50

Retirement benefit asset

12

3,927

1,198

1,767

Deferred tax assets

29

1,085

861

91,817

83,922

86,526

Current assets

Inventories

39,113

36,872

35,031

Trade and other receivables

70,736

68,482

64,454

Current tax assets

401

330

839

Financial assets

- Derivative financial instruments

2

108

50

- Cash and cash equivalents

10

8,719

17,943

16,488

118,971

123,735

116,862

Total assets

210,788

207,657

203,388

Current liabilities

Financial liabilities

- Borrowings

10

(10,286)

(16,079)

(15,157)

- Derivative financial instruments

(132)

(73)

(72)

Trade and other payables

(57,302)

(56,958)

(54,496)

Current tax liabilities

(980)

(1,132)

(472)

(68,700)

(74,242)

(70,197)

Non-current liabilities

Financial liabilities

- Borrowings

10

(25,447)

(27,876)

(25,744)

Deferred tax liabilities

(4,173)

(4,123)

(4,184)

Other non-current liabilities

(4,226)

(6,848)

(4,300)

(33,846)

(38,847)

(34,228)

Total liabilities

(102,546)

(113,089)

(104,425)

Net assets

108,242

94,568

98,963

Shareholders' equity

Share capital

13

2,246

2,237

2,244

Share premium

13

8,657

8,498

8,615

Equity compensation reserve

1,351

904

1,138

Foreign exchange reserve

1,504

(692)

(515)

Other reserve

856

869

862

Retained earnings

80,946

71,789

74,706

Total shareholders' equity

95,560

83,605

87,050

Non-controlling interests

12,682

10,963

11,913

Total equity

108,242

94,568

98,963

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 26 weeks ended 27 February 2016

Share

Capital

Share Premium

Equity Compensation Reserve

Foreign Exchange

Reserve

Other

Reserve

Retained Earnings

Total Shareholders' Equity

Non-Controlling Interests

Total Equity

'000

'000

'000

'000

'000

'000

'000

'000

'000

At 30 August 2015

2,244

8,615

1,138

(515)

862

74,706

87,050

11,913

98,963

Profit for the period

-

-

-

-

-

7,990

7,990

751

8,741

Other comprehensive income

-

-

-

2,019

-

721

2,740

-

2,740

Total comprehensive income

-

-

-

2,019

-

8,711

10,730

751

11,481

Dividends paid

-

-

-

-

-

(2,492)

(2,492)

-

(2,492)

Equity-settled share based payment transactions, net of tax

-

-

213

-

-

15

228

18

246

Allotment of shares

2

42

-

-

-

-

44

-

44

Transfer

-

-

-

-

(6)

6

-

-

-

At 27 February 2016

2,246

8,657

1,351

1,504

856

80,946

95,560

12,682

108,242

At 31 August 2014

2,235

8,453

640

(535)

875

67,996

79,664

10,163

89,827

Profit for the period

-

-

-

-

-

7,626

7,626

777

8,403

Other comprehensive expense

-

-

-

(157)

-

(1,567)

(1,724)

-

(1,724)

Total comprehensive (expense)/

Income

-

-

-

(157)

-

6,059

5,902

777

6,679

Dividends paid

-

-

-

-

-

(2,280)

(2,280)

-

(2,280)

Equity-settled share based payment transactions, net of tax

-

-

264

-

-

8

272

23

295

Allotment of shares

2

45

-

-

-

-

47

-

47

Transfer

-

-

-

-

(6)

6

-

-

-

At 28 February 2015

2,237

8,498

904

(692)

869

71,789

83,605

10,963

94,568

At 31 August 2014

2,235

8,453

640

(535)

875

67,996

79,664

10,163

89,827

Profit for the period

-

-

-

-

-

11,989

11,989

1,704

13,693

Other comprehensive income/(expense)

-

-

-

20

-

(2,222)

(2,202)

-

(2,202)

Total comprehensive income

-

-

-

20

-

9,767

9,787

1,704

11,491

Dividends paid

-

-

-

-

-

(3,110)

(3,110)

-

(3,110)

Equity-settled share based payment transactions, net of tax

-

-

498

-

-

40

538

46

584

Allotment of shares

9

162

-

-

-

-

171

-

171

Transfer

-

-

-

-

(13)

13

-

-

-

At 29 August 2015

2,244

8,615

1,138

(515)

862

74,706

87,050

11,913

98,963

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 26 weeks ended 27 February 2016

26 weeks ended

27 February 2016

26 weeks

ended

28 February

2015

52 weeks

ended

29 August

2015

Notes

'000

'000

'000

Cash flows from operating activities

Cash generated from operations

15

1,956

6,368

15,127

Interest received

77

96

194

Interest paid

(642)

(687)

(1,380)

Tax paid

(117)

(1,571)

(3,965)

Net cash generated from operating activities

1,274

4,206

9,976

Cash flows from investing activities

Acquisition of subsidiaries/businesses (net of cash

acquired)

(265)

(1,246)

(1,749)

Return of investment in joint venture

-

-

488

Loan repaid by joint ventures

2,055

76

129

Loan repaid by associate

-

-

500

Other loans

(70)

270

220

Purchase of intangible assets

(37)

(3)

(15)

Proceeds from sale of property, plant and equipment

178

313

462

Purchase of property, plant and equipment

(3,348)

(2,517)

(5,970)

Purchase of investments

-

(10)

-

Redemption of preference shares in joint venture

-

-

150

Net cash used in investing activities

(1,487)

(3,117)

(5,785)

Cash flows from financing activities

Proceeds from issue of ordinary share capital

44

48

171

Net proceeds from issue of new bank loans

143

8,104

9,061

Finance lease principal repayments

(1,160)

(1,171)

(2,395)

Repayment of loan from related party

-

-

(500)

Repayment of borrowings

(544)

(4,198)

(4,880)

Decrease in other borrowings

(4,438)

(1,171)

(3,638)

Dividends paid to shareholders

(2,492)

(2,280)

(3,110)

Receipt of grant income

-

300

500

Net cash used in financing activities

(8,447)

(368)

(4,791)

Effects of exchange rate changes

720

(107)

(150)

Net (decrease)/increase in cash and cash equivalents

(7,940)

614

(750)

Cash and cash equivalents at beginning of the period

16,275

17,025

17,025

Cash and cash equivalents at end of the period

8,335

17,639

16,275

Cash and cash equivalents consist of:

Cash and cash equivalents per the balance sheet

8,719

17,943

16,488

Bank overdrafts included in borrowings

(384)

(304)

(213)

8,335

17,639

16,275

Statement of Directors' responsibilities

The Directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union 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 six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

material related-party transactions in the first six months 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 2015, including Ian Wood who was appointed to the Board on 1 October 2015. A list of current Directors is maintained on the website: www.carrsgroup.com

On behalf of the Board

Tim Davies Neil Austin

Chief ExecutiveGroup Finance Director

11 April 2016 11 April 2016

Unaudited notes to condensed interim financial information

1. General information

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

These condensed interim financial statements were approved for issue on 11 April 2016.

These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the 52 weeks ended 29 August 2015 were approved by the Board of Directors on 11 November 2015 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

2. Basis of preparation

These condensed interim financial statements for the 26 weeks ended 27 February 2016 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union. The condensed interim financial statements should be read in conjunction with the annual financial statements for the 52 weeks ended 29 August 2015, which have been prepared in accordance with IFRSs as adopted by the European Union.

The Directors have made suitable enquiries, and based on financial performance to date and available banking facilities they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its condensed interim financial statements.

3. Accounting policies

The accounting policies adopted are consistent with those of the previous financial year with the exception that the net interest on the net defined benefit retirement asset has been reclassified from operating profit to interest income in the consolidated income statement. This has had no impact on the profit before tax reported for each period presented.

Taxes on income in the interim periods are accrued based on management's estimate of the weighted average annual income tax rate expected for the full financial year.

4. Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the 52 weeks ended 29 August 2015, with the exception of changes in estimates that are required in determining the provision for income taxes.

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 29 August 2015. There have been no changes in risk management practices since the year end.

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. Operating segments have been identified as Agriculture, Food and Engineering. Performance is assessed using operating profit, which is measured in a manner consistent with the financial statements. Sales between segments are carried out at arm's length.

The following tables present revenue, profit and asset information regarding the Group's operating segments for the 26 weeks ended 27 February 2016 and the comparative periods.

Agriculture

Food

Engineering

Group

'000

'000

'000

'000

26 weeks ended 27 February 2016

Total segment revenue

139,329

35,717

14,080

189,126

Inter segment revenue

(17)

-

(36)

(53)

Revenue from external customers

139,312

35,717

14,044

189,073

EBITDA

8,621

2,588

1,098

12,307

Depreciation of property, plant and equipment

(1,218)

(930)

(500)

(2,648)

Depreciation of investment property

(3)

(7)

-

(10)

Profit on the disposal of property, plant and equipment

80

-

-

80

Amortisation of intangible assets

(50)

(7)

(33)

(90)

Operating profit

7,430

1,644

565

9,639

Finance income

119

Finance costs

(662)

9,096

Share of post-tax profit of associate

757

Share of post-tax profit of joint ventures

666

Profit before taxation

10,519

Segment gross assets

107,760

47,277

42,240

197,277

Other and consolidation adjustments

13,511

Total gross assets

210,788

Earnings before interest, tax, depreciation and amortisation (and before profit/(loss) on the disposal of property, plant and equipment)

6. Operating segment information (continued)

Agriculture

Food

Engineering

Group

'000

'000

'000

'000

26 weeks ended 28 February 2015 (restated)

Total segment revenue

149,793

41,698

17,216

208,707

Inter segment revenue

(43)

-

(26)

(69)

Revenue from external customers

149,750

41,698

17,190

208,638

EBITDA

7,892

2,476

1,828

12,196

Depreciation of property, plant and equipment

(1,134)

(952)

(440)

(2,526)

Depreciation of investment property

(3)

(7)

-

(10)

Profit on the disposal of property, plant and equipment

19

-

16

35

Amortisation of intangible assets

(47)

(8)

(52)

(107)

Operating profit

6,727

1,509

1,352

9,588

Finance income

154

Finance costs

(717)

9,025

Share of post-tax profit of associate

904

Share of post-tax profit of joint ventures

682

Profit before taxation

10,611

Segment gross assets

114,462

48,703

33,829

196,994

Other and consolidation adjustments

10,663

Total gross assets

207,657

Net interest on the net defined benefit retirement asset previously included within the IAS19 income statement (credit)/charge in operating profit has been reclassified to interest income.

Agriculture

Food

Engineering

Group

'000

'000

'000

'000

52 weeks ended 29 August 2015 (restated)

Total segment revenue

297,858

80,280

33,588

411,726

Inter segment revenue

(115)

-

(46)

(161)

Revenue from external customers

297,743

80,280

33,542

411,565

EBITDA

12,907

4,713

3,875

21,495

Depreciation of property, plant and equipment

(2,384)

(1,860)

(815)

(5,059)

Depreciation of investment property

(6)

(14)

-

(20)

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

equipment

38

12

(24)

26

Amortisation of intangible assets

(100)

(15)

(93)

(208)

Operating profit

10,455

2,836

2,943

16,234

Finance income

338

Finance costs

(1,412)

15,160

Share of post-tax profit of associate

1,500

Share of post-tax profit of joint ventures

807

Profit before taxation

17,467

Segment gross assets

112,038

48,412

33,991

194,441

Other and consolidation adjustments

8,947

Total gross assets

203,388

7. Earnings per share

Non-recurring items and amortisation that are charged or credited to profit do not relate to the profitability of the Group on an ongoing basis. Therefore an adjusted earnings per share is presented as follows:

26 weeks

ended

27 February 2016

26 weeks ended

28 February 2015

52 weeks

ended

29 August

2015

'000

'000

'000

Earnings

7,990

7,626

11,989

Amortisation and non-recurring items:

Amortisation of intangible assets

90

107

208

Tax relief on amortisation

(21)

(26)

(52)

Acquisition related costs

-

35

58

Earnings - adjusted

8,059

7,742

12,203

Disallowable for tax purposes

Number

Number

Number

Weighted average number of ordinary shares in issue

89,819,777

89,433,051

89,574,461

Potentially dilutive share options

3,468,339

3,306,934

3,098,077

93,288,116

92,739,985

92,672,538

Earnings per share (pence)

Basic

8.9p

8.5p

13.4p

Diluted

8.6p

8.2p

12.9p

Adjusted

9.0p

8.7p

13.6p

Diluted adjusted

8.6p

8.3p

13.2p

8. Dividends

An interim dividend of 830,281 that relates to the period to 29 August 2015 was paid on 9 October 2015, and a final dividend of 1,662,111 was paid on 15 January 2016.

In addition, an interim dividend of 0.95p per share (2015: 0.925p per share) has been approved by the Directors. It is payable to shareholders on the register at 22 April 2016. This interim dividend, amounting to 854,968 (2015: 829,726), has not been recognised as a liability in this interim financial information. It will be recognised in shareholders' equity in the 53 weeks to 3 September 2016.

9. Intangible assets, property, plant and equipment and investment property

Goodwill

Other

Intangible assets

Property,

plant and equipment

Investment property

'000

'000

'000

'000

26 weeks ended 27 February 2016

Opening net book amount at 30 August 2015

10,849

448

58,385

636

Exchange differences

2

18

862

-

Business acquired

80

-

23

-

Additions

-

37

3,867

-

Disposals

-

-

(98)

-

Depreciation and amortisation

-

(90)

(2,648)

(10)

Closing net book amount at 27 February 2016

10,931

413

60,391

626

26 weeks ended 28 February 2015

Opening net book amount at 31 August 2014

9,798

499

56,626

656

Exchange differences

2

(22)

(322)

-

Subsidiaries acquired

240

81

139

-

Additions

-

3

2,941

-

Disposals

-

-

(229)

-

Depreciation and amortisation

-

(107)

(2,526)

(10)

Closing net book amount as at 28 February 2015

10,040

454

56,629

646

Capital commitments contracted, but not provided for, by the Group at the period end amounts to 758,000 (2015: 1,412,000).

10. Borrowings and loans

As at

27 February

2016

As at

28 February 2015

As at

29 August

2015

'000

'000

'000

Current

10,286

16,079

15,157

Non-current

25,447

27,876

25,744

Total borrowings and loans

35,733

43,955

40,901

Cash and cash equivalents

(8,719)

(17,943)

(16,488)

Net debt

27,014

26,012

24,413

Undrawn facilities

26,805

19,386

19,007

Movements in borrowings are analysed as follows:

26 weeks ended 27 February 2016

'000

Opening amount as at 30 August 2015

40,901

Exchange differences

67

New bank loans and finance leases

718

Finance lease principal repayments

(1,160)

Repayments of borrowings

(544)

Decrease in other borrowings

(4,438)

Release of deferred borrowing costs

18

Net increase to bank overdraft

171

Closing amount as at 27 February 2016

35,733

10. Borrowings and loans (continued)

26 weeks ended 28 February 2015

'000

Opening amount as at 31 August 2014

41,877

New bank loans and finance leases

8,541

Finance lease principal repayments

(1,171)

Repayments of borrowings

(4,198)

Decrease in other borrowings

(1,171)

Release of deferred borrowing costs

16

Net increase to bank overdraft

61

Closing amount as at 28 February 2015

43,955

11. Financial instruments

IFRS13 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

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.

The Group holds shares in several private limited companies. These have been classified as unquoted investments for which fair value cannot be reliably measured and are held at cost less accumulated impairment. Had fair value been applied this financial asset would have been Level 3.

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.

With the exception of those detailed above, the Group's financial instruments are measured at amortised cost.

12. Retirement benefit asset

The amounts recognised within the Income Statement were as follows:

26 weeks ended

27 February 2016

26 weeks ended

28 February 2015

52 weeks

ended

29 August

2015

'000

'000

'000

Service cost - including current service costs, past service costs and

settlements

(427)

149

31

Service cost - administrative cost

80

153

230

Net interest on the net defined benefit asset

(46)

(54)

(141)

(393)

248

120

As a result of the closure to future accrual on 31 December 2015 a negative past service cost, net of associated costs, of approximately 350,000 has been recognised in the income statement.

12. Retirement benefit asset (continued)

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

The amounts recognised in the Balance Sheet were as follows:

As at

27 February

2016

As at

28 February

2015

As at

29 August

2015

'000

'000

'000

Present value of funded defined benefit obligations

(59,040)

(66,136)

(60,352)

Fair value of scheme assets

62,967

67,334

62,119

Surplus in the balance sheet

3,927

1,198

1,767

Actuarial gains of 879,000 (2015: losses of 1,959,000) have been reported in the Statement of Comprehensive Income. The surplus has increased over the period since 29 August 2015. The main reasons for this include the contributions paid by the employer to meet the funding deficit and the cessation to future accrual from 31 December 2015.

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.

13. Share capital

Allotted and fully paid ordinary shares of 2.5p each

Number of shares

Share capital

'000

Share

premium '000

Total
'000

Opening balance as at 30 August 2015

89,760,090

2,244

8,615

10,859

Proceeds from shares issued:

- share option scheme

60,000

1

27

28

- share save scheme

26,584

1

15

16

At 27 February 2016

89,846,674

2,246

8,657

10,903

Opening balance at 31 August 2014

89,401,900

2,235

8,453

10,688

Proceeds from shares issued:

- share option scheme

90,000

2

41

43

- share save scheme

8,190

-

4

4

At 28 February 2015

89,500,090

2,237

8,498

10,735

Employee share schemes: options exercised during the period to 27 February 2016 resulted in 26,584 shares being issued (2015: 8,190 shares), with exercise proceeds of 15,765 (2015: 4,685) under the share save scheme and 60,000 shares being issued (2015: 90,000 shares), with exercise proceeds of 28,560 (2015: 42,840) under the approved share option scheme. The related weighted average price of the shares exercised was 0.593 (2015: 0.572) per share and 0.476 (2015: 0.476) respectively.

Since the period end there was a further allotment of 150,000 shares with a nominal value of 3,750 due to the exercise of share options.

14. Acquisition

On 4 September 2015 Carrs Billington Agriculture (Sales) Limited acquired the business and certain assets of Green (Agriculture) Co, an agricultural merchant, for net cash consideration of 0.3m.

The primary reason for the business combination was the expansion of the existing Agriculture business.

Goodwill represented the excess of the consideration paid over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities acquired.

Following a review of the acquisition for separately identifiable intangible assets where fair value can be reliably measured the Directors do not consider there to be any material intangible assets requiring recognition.

Revenue of 428,000 and profit before taxation of 4,000 has been generated since the date of acquisition.

There were no external acquisition related costs to be recognised in the consolidated income statement.

The assets recognised in the acquisition accounting are set out below:

Fair value

'000

Property, plant and equipment

23

Inventories

112

Receivables

50

Assets acquired

185

Goodwill

80

265

Satisfied by:

Cash consideration

265

Had the acquisition of Green (Agriculture) Co occurred at the beginning of the accounting period the Group's revenue and profit before taxation for the period would not be materially different to the amounts actually recognised in the consolidated income statement.

15. Cash generated from operations

(Restated)

(Restated)

26 weeks ended

27 February 2016

26 weeks ended

28 February 2015

52 weeks

ended

29 August

2015

'000

'000

'000

Profit for the period from operations

8,741

8,403

13,693

Adjustments for:

Tax

1,778

2,208

3,774

Tax credit in respect of R&D

(96)

(489)

(623)

Depreciation of property, plant and equipment

2,648

2,526

5,059

Depreciation of investment property

10

10

20

Intangible asset amortisation

90

107

208

Profit on disposal of property, plant and equipment

(80)

(35)

(26)

Loss on disposal of investment

10

-

-

Amortisation of grants

(74)

(130)

(120)

Net fair value loss on share based payments

247

295

584

Net foreign exchange differences

(180)

(54)

53

Net fair value losses/(gains) on derivative financial instruments in operating profit

108

(50)

7

Finance costs:

Interest income

(119)

(154)

(338)

Interest expense and borrowing costs

680

733

1,445

Share of profit from associate and joint ventures

(1,423)

(1,586)

(2,307)

Pension contributions - deficit reduction

(780)

(1,170)

(2,340)

- ongoing

(108)

(179)

(339)

IAS19 income statement (credit)/charge (excluding interest)

(347)

302

261

Changes in working capital (excluding the effects of

acquisitions):

Increase in inventories

(3,970)

(3,418)

(967)

(Increase)/decrease in receivables

(8,015)

(4,168)

320

Increase/(decrease) in payables

2,836

3,217

(3,237)

Cash generated from operations

1,956

6,368

15,127

Net interest on the net defined benefit retirement asset previously included within the IAS19 income statement (credit)/charge has been reclassified to interest income.

16. Related party transactions

The Group's significant related parties are its associate and joint ventures, as disclosed in the Annual Report and Accounts 2015.

Transactions and balances with the associate and joint ventures were all undertaken on an arm's length basis in the normal course of business and are as follows:

Sales to

Purchases from

Rent receivable from

Net management charges (to)/from

Amounts owed from

Amounts owed to

'000

'000

'000

'000

'000

'000

26 weeks to 27 February 2016

Associate

327

(44,977)

9

(57)

616

(21,050)

Joint ventures

186

(661)

-

84

1,952

(48)

26 weeks to 28 February 2015

Associate

550

(48,279)

9

(14)

1,221

(17,369)

Joint ventures

72

(592)

-

63

3,668

(39)


This information is provided by RNS
The company news service from the London Stock Exchange
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