TIDMCARR
RNS Number : 9393K
Carr's Group PLC
16 April 2018
16 April 2018
CARR'S GROUP PLC ("Carr's" or the "Group")
Interim Results
For the six months ended 3 March 2018
"Significant improvement in performance"
Carr's (CARR.L), the Agriculture and Engineering Group,
announces its results for the six months ended 3 March 2018.
Financial highlights
Adjusted1
H1 2018 H1 2017 +/-
--------------------------- --------------------------- --------------------------------
Revenue (GBPm) 200.1 176.8 + 13.2%
Operating profit
(GBPm) 9.2 7.6 + 21.0%
Profit before
tax (GBPm) 10.9 9.0 + 22.0%
Adjusted(1) EPS
(p) 9.2 7.1 + 29.6%
Statutory
H1 2018 H1 2017 +/-
--------------------------------- --------------------------------- ---------------------------------
Revenue
(GBPm) 200.1 176.8 + 13.2%
Operating
profit
(GBPm) 8.9 6.9 + 28.4%
Profit
before
tax (GBPm) 10.6 8.3 + 28.2%
Basic EPS
(p) 9.0 6.4 + 40.6%
Dividend per
share (p) 1.075 0.95 + 13.2%
Net debt of GBP16.1m (GBP14.1m net debt at 2 September 2017)
Commercial highlights
-- Strong performance in UK Agriculture with steadily increasing
farm incomes continuing to reinforce confidence in the outlook for
the industry
-- Feed volumes increased 6.3% driven by the successful
integration of recent acquisitions and increased market demand
-- Global feed block sales continued to perform well with sales volumes up 11.2%
-- Recovery in the USA feed block market continued as expected
-- Strong recovery achieved across our Engineering businesses
-- New MD appointed for the Engineering division
-- Integration of NuVision continues to progress as planned
Tim Davies, Chief Executive Officer, commented:
"We are very pleased with the performance of the Group during
the first half of the year, which slightly exceeded the Board's
expectations for the period. This strong performance demonstrates
the excellent recovery made in our Engineering division and builds
upon the strategic progress made during the last year.
In UK Agriculture, we now have greater visibility on the impact
Brexit may have in relation to direct payments to farmers in the
near term, although uncertainty remains on the issue of trade
agreements both within the EU and the rest of the world. The
clarity relating to direct support, together with improving farm
incomes, means we are starting to see renewed confidence in the
outlook for the industry. Our Engineering business is recovering
well and we have strengthened management to drive further
growth.
Trading in the second half has started well and the Board now
anticipates that trading for the full year will be slightly ahead
of its previous expectations. We are confident that our breadth of
product offering, investments in acquisitions and research, and our
international footprint leaves us well positioned for further
growth across both our divisions in the medium term."
Enquiries:
Carr's Group plc Tel: +44 (0) 1228 554 600
Tim Davies (Chief Executive)
Neil Austin (Group Finance Director)
Powerscourt Tel: +44 (0) 20 7250 1446
Nick Dibden / Lisa Kavanagh / Sam Austrums
About Carr's Group plc:
Carr's is an international leader in manufacturing value added
products and solutions, with market leading brands and robust
market positions in Agriculture and Engineering, supplying
customers in over 50 countries around the world.
Its Agriculture division manufactures and supplies feed blocks
for livestock, farm machinery and runs a UK network of rural
stores, providing a one-stop shop for the farming community. Its
Engineering division designs and manufactures bespoke equipment and
provides technical engineering services into the nuclear,
petrochemical, oil and gas, pharmaceutical, process and renewable
energy industries, including robotic and remote handling
equipment.
Interim Management Report
Introduction
Carr's has delivered a strong set of results for the period,
significantly ahead of the prior year and slightly ahead of the
Board's expectations. This has been driven by good performances in
both Agriculture and Engineering.
Business Review
During the 26 weeks ended 3 March 2018 the Group delivered a
strong performance. Group revenues were GBP200.1m, up 13.2% from
the prior year (H1 2017: GBP176.8m). Adjusted2 profit before tax
increased by 22.0% to GBP10.9m (H1 2017: GBP9.0m); statutory profit
before tax after amortisation and non-recurring items was GBP10.6m
(H1 2017: GBP8.3m). Amortisation and non-recurring items of GBP0.3m
(H1 2017: GBP0.7m) relate to business combination expenses,
amortisation of intangible assets and restructuring costs.
Adjusted(2) group operating profit of GBP9.2m (H1 2017: GBP7.6m)
was 21.0% ahead of the prior year, and statutory operating profit
was 28.4% ahead of the prior year at GBP8.9m (H1 2017:
GBP6.9m).
The Group's share of profit after tax from associate and joint
venture companies was up 25.3% on the prior year to GBP2.1m (H1
2017: GBP1.7m).
Basic earnings per share increased by 40.6% from 6.4p to 9.0p.
On an adjusted(2) basis, earnings per share increased by 29.6% to
9.2p (H1 2017: 7.1p).
Agriculture
As communicated at the time of the January Trading Update,
conditions in UK Agriculture have continued to improve with
steadily increasing farm incomes continuing to reinforce confidence
in the outlook for the industry. Additionally, in the USA, a
sustained recovery in the cattle market has provided favourable
market conditions. Against this backdrop, the Agriculture division
has reported adjusted(2) operating profit before amortisation and
non-recurring items of GBP7.8m (H1 2017: GBP7.3m), up 6.3% and
slightly ahead of the Board's expectations for the half year.
Statutory operating profit was GBP7.6m (H1 2017: GBP7.1m).
UK
UK Agriculture has continued its strong start to the year, as
farm incomes continue to steadily improve, reinforcing confidence
in the outlook for the UK agriculture sector. Total feed volumes
increased 6.3% during the period, which was largely driven by the
successful integration of our recent acquisitions and increased
market demand.
Feed block sales have continued to perform well in the UK, with
sales volumes 9.3% ahead of the prior year.
Despite a slow start to the year in our fuel distribution
business, due to milder weather and wet ground conditions impacting
agricultural operations, following the colder weather towards the
end of the period the business is now trading ahead of last year
with volumes up by 5.6%.
Our retail business has performed well in the period with sales
15.7% ahead of the prior year and like for like sales 3.5% ahead.
The acquisition of Pearson Farm Supplies in October 2017 and its
subsequent integration have been successful. As expected, the
acquisition has enabled synergies to be achieved with our existing
retail business and the new team has settled in well. Our retail
footprint now stands at 43 stores.
Machinery sales remained strong during the period, with revenues
8.9% ahead of the prior year, reflecting the continued improvement
in farm incomes and confidence in the outlook.
International
As expected, the recovery in the USA market, witnessed in the
second half of last year, continued during the period as cattle
prices for producers continued to improve, with feed block volumes
11.0% ahead of the prior year. Following a delayed start, our new
low moisture feed block plant at Shelbyville, Tennessee is now in
full production and volumes continue to grow. The plant offers the
Group broad access across the Eastern and South Eastern states of
the USA and has provided us with additional capacity as the market
continues to improve.
We are seeing an improvement in our feed block sales in Europe
through Crystalyx Products GmbH, our joint venture business based
in Germany, as a result of improved farm incomes. Volumes were
21.6% ahead of the prior year.
Our subsidiary in New Zealand, which has established a direct
sales operation distributing to farmers through key merchants, has
seen a further increase in volumes during the period as we continue
to strengthen our presence in this key market. In South America,
our trials at research institutes in Brazil continue to make good
progress.
ENGINEERING
It is pleasing to report that our Engineering division has made
a strong recovery following the difficulties experienced in 2017
largely attributable to a major contract delay. Adjusted operating
profit was up 382.5% at GBP1.4m (H1 2017: GBP0.3m); statutory
operating profit was GBP1.3m (H1 2017: loss of GBP0.2m). The
acquisition and subsequent integration of STABER has been
successful and the integration of NuVision is proceeding to plan.
Additionally, we have recruited a new Managing Director for our
Engineering division to oversee and co-ordinate our operations in
the UK, Germany and the USA and to drive further growth.
UK Manufacturing
Our UK Manufacturing business performed significantly ahead of
the prior year. Work continues to progress on the significant
contract announced last year, with the design phase nearing
completion and the project moving towards the main manufacturing
phase. The recovery of the oil price, together with strengthened
management, more effective business development and increased
efficiencies, has given rise to a significant uplift in volumes
within our precision engineering business.
Remote Handling
The remote handling businesses have performed well in the first
half of the year and in line with the Board's expectations. The
substantial orders from China, which were won last year, have now
been delivered and the order book remains strong. The extension of
our facility in Markdorf, Germany is nearing completion which will
provide additional capacity and further integrate STABER into
Wälischmiller following the acquisition last year.
USA Engineering
The integration of NuVision, our engineering company focused on
providing value in commercial nuclear power plants, government
waste remediation facilities and waste clean-up, continues to
progress well and the business performed slightly ahead of the
Board's expectations during the period. The Group remains
enthusiastic about the opportunity to market Wälischmiller remote
handling equipment in the USA and the reorganisation of our
management and leadership teams has proceeded to plan.
BALANCE SHEET AND CASHFLOW
Net cash generated from operating activities was strong in the
first half at GBP5.5m (H1 2017: GBP5.2m). Net debt has risen to
GBP16.1m from GBP14.1m at the 2017 financial year end. This is
primarily related to seasonal working capital increases and the
acquisition of Pearson Farm Supplies Ltd.
The Group's defined benefit pension scheme remains in surplus
and this increased from GBP5.2m at 2 September 2017 to GBP6.0m at 3
March 2018.
SHAREHOLDERS' EQUITY
Shareholders' equity at 3 March 2018 was GBP96.1m (2 September
2017: GBP91.5m), with the increase primarily due to profit retained
by the Group for the period.
DIVID
A first interim dividend of 1.075 pence per ordinary share
(2017: 0.95 pence per ordinary share) will be paid on 21 May 2018
to shareholders on the register on 27 April 2018. The ex-dividend
date will be 26 April 2018.
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 14 to 16 of the Annual Report and Accounts
2017.
The principal risks and uncertainties are as follows:
-- IT and Cyber Security
-- Brexit
-- Acquisitions
-- Managing Costs
-- Reliance on Key Customers
-- People
-- Strategic Partners
-- Customer Demand
-- Treasury
-- Business Continuity
OUTLOOK
We will continue to deliver on our stated strategic objectives
of investing in our people and our asset base, while continuing to
drive product innovation and deliver growth in both of our
divisions.
In UK Agriculture, we now have greater visibility on what Brexit
might mean in relation to farming support in the near term.
However, we are cautious as uncertainty remains as to what future
trade agreements will be implemented, both with the EU and the rest
of the world. We are responding to this by ensuring we keep our
existing product offering relevant to our customers whilst also
developing organic growth opportunities.
In the USA, the improved cattle price coupled with our greater
geographic reach provides the Board with confidence in the medium
term. We will continue to identify suitable acquisitions with a
focus on broadening our international footprint.
Our Engineering division has been significantly enhanced by the
recent acquisitions and the order books across our businesses
remain strong. We are greatly encouraged by the opportunities
apparent within the division, particularly in China and the USA,
and have confidence in the division's prospects.
We are pleased with the contributions made by both divisions
during the first half of the year. Trading in the second half has
started well and the Board now anticipates that trading for the
full year will be slightly ahead of its previous expectations. The
investments we have made in acquisitions and research leaves Carr's
well placed for further growth in the medium term.
UNAUDITED CONSOLIDATED INCOME STATEMENT
For the 26 weeks ended 3 March 2018
26 weeks ended 52 weeks ended
3 March 26 weeks ended 2 September
2018 4 March 2017 2017
Notes GBP'000 GBP'000 GBP'000
------------------------------------------------------ ------ --------------- --------------- --------------------
Continuing operations
Revenue 6 200,108 176,758 346,224
Cost of sales (171,285) (153,874) (307,543)
Gross profit 28,823 22,884 38,681
Net operating expenses (19,954) (15,975) (30,804)
Adjusted(3) operating profit 6 9,190 7,592 9,278
Amortisation and non-recurring items 7 (321) (683) (1,401)
------------------------------------------------------ ------ --------------- --------------- --------------------
Operating profit 6 8,869 6,909 7,877
Finance income 182 95 176
Finance costs (576) (430) (864)
Share of post-tax profit in associates and joint
ventures 2,140 1,708 2,813
`
------------------------------------------------------ ------ --------------- --------------- --------------------
Adjusted(3) profit before taxation 6 10,936 8,965 11,403
Amortisation and non-recurring items 7 (321) (683) (1,401)
------------------------------------------------------ ------ --------------- --------------- --------------------
Profit before taxation 6 10,615 8,282 10,002
Taxation (1,567) (1,708) (1,707)
Profit for the period 9,048 6,574 8,295
------------------------------------------------------ ------ --------------- --------------- --------------------
Profit attributable to:
Equity shareholders 8,190 5,802 7,005
Non-controlling interests 858 772 1,290
9,048 6,574 8,295
------------------------------------------------------ ------ --------------- --------------- --------------------
Earnings per share (pence)
Basic 8 9.0 6.4 7.7
Diluted 8 8.8 6.3 7.6
Adjusted 8 9.2 7.1 8.9
Diluted adjusted 8 9.0 7.0 8.8
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 26 weeks ended 3 March 2018
26 weeks ended 52 weeks ended
3 March 26 weeks ended 2 September
2018 4 March 2017 2017
Notes GBP'000 GBP'000 GBP'000
----------------------------------------------------- ------ --------------- --------------------- ---------------
Profit for the period 9,048 6,574 8,295
----------------------------------------------------- ------ --------------- --------------------- ---------------
Other comprehensive (expense)/income
Items that may be reclassified subsequently to
profit or loss:
Foreign exchange translation (losses)/gains arising
on
translation of overseas subsidiaries (1,936) 107 1,835
Net investment hedges 53 1,669 (70)
Taxation (charge)/credit on net investment hedges (10) (327) 14
Items that will not be reclassified subsequently to
profit or loss:
Actuarial gains on retirement benefit
asset/obligation:
- Group 13 698 5,418 4,951
- Share of associate - - 1,070
Taxation charge on actuarial movement on
retirement benefit asset/obligation:
- Group (119) (921) (842)
- Share of associate - - (211)
Other comprehensive (expense)/income for the period,
net of tax (1,314) 5,946 6,747
----------------------------------------------------- ------ --------------- --------------------- ---------------
Total comprehensive income for the period 7,734 12,520 15,042
----------------------------------------------------- ------ --------------- --------------------- ---------------
Total comprehensive income attributable to:
Equity shareholders 6,876 11,748 13,752
Non-controlling interests 858 772 1,290
7,734 12,520 15,042
----------------------------------------------------- ------ --------------- --------------------- ---------------
UNAUDITED CONSOLIDATED BALANCE SHEET
As at 3 March 2018
As at As at As at
3 March 4 March 2 September
2018 2017 2017
Notes GBP'000 GBP'000 GBP'000
------------------------------------ ------ ---------- --------- -------------
Non-current assets
Goodwill 10 24,228 16,870 24,241
Other intangible assets 10 2,048 469 2,266
Property, plant and equipment 10 36,775 37,135 37,149
Investment property 10 173 179 176
Investment in associates 12,209 9,570 11,443
Interest in joint ventures 7,359 6,768 6,590
Other investments 72 75 73
Financial assets
- Non-current receivables 627 50 762
Retirement benefit asset 13 5,969 5,732 5,209
89,460 76,848 87,909
------------------------------------ ------ ---------- --------- -------------
Current assets
Inventories 43,701 38,142 37,023
Trade and other receivables 69,967 66,326 59,723
Current tax assets 116 345 485
Financial assets
- Derivative financial instruments - - 13
- Cash and cash equivalents 11 33,835 21,176 23,887
147,619 125,989 121,131
------------------------------------ ------ ---------- --------- -------------
Total assets 237,079 202,837 209,040
------------------------------------ ------ ---------- --------- -------------
Current liabilities
Financial liabilities
- Borrowings 11 (27,269) (19,579) (17,060)
- Derivative financial instruments (127) (83) (18)
Trade and other payables (67,349) (56,633) (56,008)
Current tax liabilities (1,612) (1,789) (632)
------------------------------------ ------ ---------- --------- -------------
(96,357) (78,084) (73,718)
------------------------------------ ------ ---------- --------- -------------
Non-current liabilities
Financial liabilities
- Borrowings 11 (22,661) (13,082) (20,966)
Deferred tax liabilities (3,006) (3,102) (4,010)
Other non-current liabilities (3,864) (4,414) (4,423)
(29,531) (20,598) (29,399)
------------------------------------ ------ ---------- --------- -------------
Total liabilities (125,888) (98,682) (103,117)
------------------------------------ ------ ---------- --------- -------------
Net assets 111,191 104,155 105,923
------------------------------------ ------ ---------- --------- -------------
Shareholders' equity
Share capital 14 2,285 2,285 2,285
Share premium 14 9,141 9,129 9,130
Equity compensation reserve 900 159 386
Foreign exchange reserve 2,781 4,344 4,674
Other reserve 204 207 205
Retained earnings 80,792 73,887 74,802
------------------------------------ ------ ---------- --------- -------------
Total shareholders' equity 96,103 90,011 91,482
Non-controlling interests 15,088 14,144 14,441
Total equity 111,191 104,155 105,923
------------------------------------ ------ ---------- --------- -------------
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 26 weeks ended 3 March 2018
Treasury Share Equity Compensation Foreign Total Non-Controlling
Share Share Premium Reserve Reserve Exchange Other Reserve Retained Shareholders' Interests Total
Capital Reserve Earnings Equity Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
At 3 September
2017 2,285 9,130 - 386 4,674 205 74,802 91,482 14,441 105,923
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
Profit for the
period - - - - - - 8,190 8,190 858 9,048
Other
comprehensive
(expense)/income - - - - (1,893) - 579 (1,314) - (1,314)
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
Total
comprehensive
(expense)/income - - - - (1,893) - 8,769 6,876 858 7,734
Dividends paid - - - - - - (2,788) (2,788) (245) (3,033)
Equity-settled
share based
payment
transactions,
net of tax - - - 514 - - 8 522 34 556
Allotment of
shares - 11 - - - - - 11 - 11
Transfer - - - - - (1) 1 - - -
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
At 3 March 2018 2,285 9,141 - 900 2,781 204 80,792 96,103 15,088 111,191
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
At 4 September
2016 2,280 9,111 (8) 706 2,895 207 81,540 96,731 13,357 110,088
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
Profit for the
period - - - - - - 5,802 5,802 772 6,574
Other
comprehensive
income - - - - 1,449 - 4,497 5,946 - 5,946
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
Total
comprehensive
income - - - - 1,449 - 10,299 11,748 772 12,520
Dividends paid - - - - - - (18,599) (18,599) - (18,599)
Equity-settled
share based
payment
transactions,
net of tax - - - (547) - - 659 112 15 127
Allotment of
shares 5 18 - - - - - 23 - 23
Purchase of own
shares held in
trust - - (4) - - - - (4) - (4)
Transfer - - 12 - - - (12) - - -
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
At 4 March 2017 2,285 9,129 - 159 4,344 207 73,887 90,011 14,144 104,155
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
At 4 September
2016 2,280 9,111 (8) 706 2,895 207 81,540 96,731 13,357 110,088
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
Profit for the
period - - - - - - 7,005 7,005 1,290 8,295
Other
comprehensive
income - - - - 1,779 - 4,968 6,747 - 6,747
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
Total
comprehensive
income - - - - 1,779 - 11,973 13,752 1,290 15,042
Dividends paid - - - - - - (19,467) (19,467) (245) (19,712)
Equity-settled
share based
payment
transactions,
net of tax - - - (320) - - 766 446 39 485
Allotment of
shares 5 19 - - - - - 24 - 24
Purchase of own
shares held in
trust - - (4) - - - - (4) - (4)
Transfer - - 12 - - (2) (10) - - -
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
At 2 September
2017 2,285 9,130 - 386 4,674 205 74,802 91,482 14,441 105,923
------------------ -------------- ------------------ ---------------- ------------------------- ---------- ----------------- ----------- -------------- ---------------- ----------
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
For the 26 weeks ended 3 March 2018
26 weeks 52 weeks
ended ended
26 weeks ended 4 March 2 September
3 March 2018 2017 2017
Notes GBP'000 GBP'000 GBP'000
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Cash flows from operating
activities
Cash generated from continuing
operations 16 6,947 6,057 15,094
Interest received 119 93 175
Interest paid (560) (480) (896)
Tax paid (978) (447) (1,179)
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Net cash generated from operating
activities 5,528 5,223 13,194
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Cash flows from investing
activities
Acquisition of subsidiaries (net
of overdraft/cash acquired) 15 (1,562) (4,698) (12,640)
Contingent/deferred consideration
paid (561) - (549)
Dividend received from associate
and joint ventures 245 627 1,212
Loan repaid by associates 164 - 22
Other loans 59 74 80
Purchase of intangible assets (61) (67) (371)
Proceeds from sale of property,
plant and equipment 174 176 691
Purchase of property, plant and
equipment (1,846) (1,347) (2,854)
Purchase of own shares held in
trust - (4) (4)
Redemption of preference shares in
joint venture - - 150
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Net cash used in investing
activities (3,388) (5,239) (14,263)
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Cash flows from financing
activities
Proceeds from issue of ordinary
share capital 11 23 24
Net proceeds from issue of new
bank loans 2,943 - 6,000
Finance lease principal repayments (501) (394) (846)
Repayment of borrowings (1,951) (5,895) (3,110)
Increase/(decrease) in other
borrowings 10,159 743 (2,804)
Dividends paid to shareholders (2,788) (18,599) (19,467)
Dividends paid to related party (245) - (245)
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Net cash generated from/(used in)
financing activities 7,628 (24,122) (20,448)
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Effects of exchange rate changes (528) (37) 344
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Net increase/(decrease) in cash
and cash equivalents 9,240 (24,175) (21,173)
Cash and cash equivalents at
beginning of the period 18,614 39,787 39,787
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Cash and cash equivalents at end
of the period 27,854 15,612 18,614
----------------------------------- ------ ---------------------------- ---------------------------- -------------
Cash and cash equivalents consist
of:
Cash and cash equivalents per the
balance sheet 33,835 21,176 23,887
Bank overdrafts included in
borrowings (5,981) (5,564) (5,273)
----------------------------------- ------ ---------------------------- ---------------------------- -------------
27,854 15,612 18,614
----------------------------------- ------ ---------------------------- ---------------------------- -------------
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 2017.
A list of current Directors is maintained on the website:
www.carrsgroup.com
On behalf of the Board
Tim Davies Neil Austin
Chief Executive Group Finance Director
16 April 2018 16 April 2018
Unaudited notes to condensed interim financial information
1. General information
The Group operates across two divisions of Agriculture 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 16 April 2018.
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 2
September 2017 were approved by the Board of Directors on 22
November 2017 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 3 March 2018 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 2 September 2017, 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.
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 2 September 2017, 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 2 September
2017. 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
and Engineering. Performance is assessed using operating profit.
For internal purposes the CODM assesses operating profit before
amortisation of intangible assets and non-recurring items
consistent with the presentation in 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 3 March 2018 and the comparative periods.
Agriculture Engineering Group
GBP'000 GBP'000 GBP'000
26 weeks ended 3 March 2018
Total segment revenue 178,268 21,867 200,135
Inter segment revenue (6) (21) (27)
------------------- -------------------- --------
Revenue from external customers 178,262 21,846 200,108
------------------- -------------------- --------
EBITDA(4) 9,060 2,278 11,338
Depreciation of property,
plant and equipment (1,320) (853) (2,173)
Depreciation of investment
property (3) - (3)
Profit on the disposal of
property, plant and
equipment 20 8 28
Adjusted(5) operating profit 7,757 1,433 9,190
Amortisation and non-recurring
items (note 7) (198) (123) (321)
--------------------------------- ------------------- -------------------- --------
Operating profit 7,559 1,310 8,869
------------------- --------------------
Finance income 182
Finance costs (576)
--------
8,475
Share of post-tax profit
of associates 1,042
Share of post-tax profit
of joint ventures 1,098
--------------------------------- ------------------- -------------------- --------
Adjusted(5) profit before
taxation 10,936
Amortisation and non-recurring
items (note 7) (321)
--------------------------------- ------------------- -------------------- --------
Profit before taxation 10,615
--------
Segment gross assets 167,831 69,248 237,079
------------------- -------------------- --------
Agriculture Engineering Group
GBP'000 GBP'000 GBP'000
26 weeks ended 4 March 2017
Total segment revenue 160,517 16,301 176,818
Inter segment revenue (4) (56) (60)
------------------ ----------------- --------
Revenue from external customers 160,513 16,245 176,758
------------------ ----------------- --------
EBITDA(6) 8,581 980 9,561
Depreciation of property,
plant and equipment (1,317) (660) (1,977)
Depreciation of investment
property (3) - (3)
Profit/(loss) on the disposal
of property, plant and
equipment 34 (23) 11
Adjusted(7) operating profit 7,295 297 7,592
Amortisation and non-recurring
items (note 7) (157) (526) (683)
--------------------------------- ------------------ ----------------- --------
Operating profit 7,138 (229) 6,909
------------------ -----------------
Finance income 95
Finance costs (430)
--------
6,574
Share of post-tax profit
of associates 903
Share of post-tax profit
of joint ventures 805
--------------------------------- ------------------ ----------------- --------
Adjusted(7) profit before
taxation 8,965
Amortisation and non-recurring
items (note 7) (683)
--------------------------------- ------------------ ----------------- --------
Profit before taxation 8,282
--------
Segment gross assets 147,908 54,929 202,837
------------------ ----------------- --------
Agriculture Engineering Group
GBP'000 GBP'000 GBP'000
52 weeks ended 2 September
2017
Total segment revenue 315,876 30,390 346,266
Inter segment revenue (9) (33) (42)
------------ -------------- ---------------
Revenue from external customers 315,867 30,357 346,224
------------ -------------- ---------------
EBITDA(6) 11,302 2,084 13,386
Depreciation of property,
plant and equipment (2,696) (1,397) (4,093)
Depreciation of investment
property (6) - (6)
Profit/(loss) on the disposal
of property, plant and equipment 12 (21) (9)
Adjusted(7) operating profit 8,612 666 9,278
Amortisation and non-recurring
items (note 7) (630) (771) (1,401)
----------------------------------- ------------ -------------- ---------------
Operating profit 7,982 (105) 7,877
------------ --------------
Finance income 176
Finance costs (864)
---------------
7,189
Share of post-tax profit
of associates 1,609
Share of post-tax profit
of joint ventures 1,204
---------------
Adjusted(7) profit before
taxation 11,403
Amortisation and non-recurring
items (note 7) (1,401)
----------------------------------- ------------ -------------- ---------------
Profit before taxation 10,002
---------------
Segment gross assets 136,545 72,495 209,040
------------ -------------- ---------------
7. Amortisation and non-recurring items
26 weeks 26 weeks ended 52 weeks
ended 4 March ended
3 March 2017 2 September
2018 2017
GBP'000 GBP'000 GBP'000
------------------------------------- --------- --------------- -------------
Amortisation of intangible assets 204 49 124
Goodwill impairment - - 1,700
Business combination expenses 117 589 1,349
Release of contingent consideration - - (2,090)
Restructuring costs - 45 112
Loss on property disposal - - 206
------------------------------------- --------- --------------- -------------
321 683 1,401
------------------------------------- --------- --------------- -------------
Business combination expenses relate to acquisition costs
incurred in the period as well as contingent consideration in
relation to prior year acquisitions of Phoenix Feeds Limited and
the business and certain assets of Mortimer Feeds Limited which is
explained further below.
Phoenix Feeds Limited was acquired on 1 June 2016. The
consideration paid included GBP490,000 of contingent consideration
linked to the continued employment of key personnel and therefore
in accordance with IFRS 3 this was not recognised as consideration
in the acquisition accounting in the 53 weeks ended 3 September
2016. It is instead being recognised in the income statement over a
two year period with GBP92,000 (H1 2017: GBP134,000) recognised in
the 26 weeks ended 3 March 2018. Given the nature of the payment it
has been recognised as a non-recurring item.
Mortimer Feeds was acquired on 5 June 2017. The consideration
paid included GBP30,000 of contingent consideration linked to the
continued employment of key personnel and therefore in accordance
with IFRS 3 this was not recognised as consideration in the
acquisition accounting in the 52 weeks ended 2 September 2017. It
is instead being recognised in the income statement over a one year
period with GBP20,000 (H1 2017: GBPnil) recognised in the 26 weeks
ended 3 March 2018. Given the nature of this payment it has been
recognised as a non-recurring item.
The goodwill impairment and release of contingent consideration
recognised in the year ended 2 September 2017 relate to the
acquisition of Chirton Engineering Limited which was acquired in
year ended 2014.
Restructuring costs in both comparative periods presented
comprise redundancy costs.
The loss on property disposal recognised in the year ended 2
September 2017 was in respect of the disposal of a property that
was no longer required following the relocation of one of the
Group's Agricultural branches.
8. Earnings per share
Amortisation and non-recurring items that are charged or
credited to profit do not relate to the underlying profitability of
the Group. The Board believes adjusted profit before these items
provides a useful measure of business performance. Therefore an
adjusted earnings per share is presented as follows:
26 weeks 26 weeks ended 52 weeks
ended 4 March ended
3 March 2017 2 September
2018 2017
GBP'000 GBP'000 GBP'000
--------------------------------------- ------------------------- --------------- -------------
Earnings 8,190 5,802 7,005
Amortisation and non-recurring items:
Amortisation of intangible assets 204 49 124
Goodwill impairment - - 1,700
Business combination expenses 117 589 1,349
Release of contingent consideration - - (2,090)
Restructuring costs - 45 112
Loss on property disposal - - 206
Taxation effect of the above (43) (23) (88)
Non-controlling interest in the above (89) - (175)
Earnings - adjusted 8,379 6,462 8,143
--------------------------------------- ------------------------- --------------- -------------
Number Number Number
----------------------------------------------------- ----------- ----------- -----------
Weighted average number of ordinary shares in issue 91,401,939 91,317,071 91,355,427
Potentially dilutive share options 2,062,033 636,760 769,893
93,463,972 91,953,831 92,125,320
----------------------------------------------------- ----------- ----------- -----------
Earnings per share (pence)
Basic 9.0p 6.4p 7.7p
Diluted 8.8p 6.3p 7.6p
Adjusted 9.2p 7.1p 8.9p
Diluted adjusted 9.0p 7.0p 8.8p
9. Dividends
An interim dividend of GBP868,258 that relates to the period to
2 September 2017 was paid on 5 October 2017, and a final dividend
of GBP1,919,455 was paid on 12 January 2018.
In addition, an interim dividend of 1.075p per share (2017:
0.95p per share) has been approved by the Directors. It is payable
to shareholders on the register on 27 April 2018. This interim
dividend, amounting to GBP982,578 (2017: GBP868,258), has not been
recognised as a liability in this interim financial information. It
will be recognised in shareholders' equity in the 52 weeks to 1
September 2018.
10. Intangible assets, property, plant and equipment and investment property
Other Property,
intangible plant Investment
Goodwill assets and equipment property
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ---------------- ---------------- -------------------- -------------
26 weeks ended 3 March
2018
Opening net book amount
at 3 September 2017 24,241 2,266 37,149 176
Exchange differences (687) (109) (706) -
Subsidiary acquired 674 34 167 -
Additions - 61 2,383 -
Disposals - - (45) -
Depreciation and amortisation - (204) (2,173) (3)
------------------------------- ---------------- ---------------- -------------------- -------------
Closing net book amount
at 3 March 2018 24,228 2,048 36,775 173
------------------------------- ---------------- ---------------- -------------------- -------------
26 weeks ended 4 March
2017
Opening net book amount
at 4 September 2016 11,440 286 35,811 182
Exchange differences (144) 5 752 -
Subsidiary acquired 5,574 160 341 -
Additions - 67 2,373 -
Disposals - - (165) -
Depreciation and amortisation - (49) (1,977) (3)
------------------------------- ---------------- ---------------- -------------------- -------------
Closing net book amount
as at 4 March 2017 16,870 469 37,135 179
------------------------------- ---------------- ---------------- -------------------- -------------
Capital commitments contracted, but not provided for, by the
Group at the period end amounts to
GBP772,000 (2017: GBP687,000).
11. Borrowings and loans
As at As at As at
3 March 4 March 2 September
2018 2017 2017
GBP'000 GBP'000 GBP'000
-------------------------------------------------------------- ---------- --------- -------------
Current 27,269 19,579 17,060
Non-current 22,661 13,082 20,966
-------------------------------------------------------------- ---------- --------- -------------
Total borrowings and loans 49,930 32,661 38,026
Cash and cash equivalents (33,835) (21,176) (23,887)
-------------------------------------------------------------- ---------- --------- -------------
Net debt 16,095 11,485 14,139
-------------------------------------------------------------- ---------- --------- -------------
Undrawn facilities 22,730 34,494 30,230
-------------------------------------------------------------- ---------- --------- -------------
Movements in borrowings are analysed as follows:
26 weeks ended 3 March 2018 GBP'000
Opening amount as at 3 September 2017 38,026
Exchange differences (186)
Subsidiary acquired 554
New bank loans/RCF drawdown and finance leases 3,537
Finance lease principal repayments (501)
Repayments of borrowings (1,951)
Increase in other borrowings 10,159
Release of deferred borrowing costs 29
Net increase to bank overdraft (excluding the effects of acquisitions) 263
-------------------------------------------------------------------------- --------- -------------
Closing amount as at 3 March 2018 49,930
-------------------------------------------------------------- ---------- --------- -------------
26 weeks ended 4 March 2017 GBP'000
Opening amount as at 4 September 2016 40,267
Exchange differences (132)
Subsidiary acquired 89
New finance leases 1,025
Finance lease principal repayments (394)
Repayments of borrowings (5,895)
Increase in other borrowings 743
Release of deferred borrowing costs 18
Net decrease to bank overdraft (3,060)
----------------------------------------- ----------------------------------
Closing amount as at 4 March 2017 32,661
----------------------------------------- ----------------------------------
12. Financial instruments
IFRS 13 requires financial instruments that are measured at fair
value to be classified according to the valuation technique
used:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - inputs, other than Level 1 inputs, that are observable
for the asset or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from
prices)
Level 3 - unobservable inputs
All derivative financial instruments are measured at fair value
using Level 2 inputs. The Group's bankers provide the valuations
for the derivative financial instruments at each reporting period
end based on mark to market valuation techniques.
Contingent consideration is measured at fair value using Level 3
inputs such as entity projections of future profitability.
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.
Financial instruments recognised at fair value are as
follows:
As at As at As at
3 March 4 March 2 September
2018 2017 2017
Book value and fair value GBP'000 GBP'000 GBP'000
---------------------------------------------- --------- --------- -------------
Derivative financial instruments (asset) - - 13
Derivative financial instruments (liability) (127) (83) (18)
Non-current contingent consideration payable (3,629) (4,127) (4,160)
---------------------------------------------- --------- --------- -------------
The movement on the fair value of non-current contingent
consideration since 2 September 2017 is due to a payment of GBP0.3m
with the residual movement of GBP0.3m due to changes in foreign
currency exchange rates when translating foreign subsidiary balance
sheets.
13. Retirement benefit asset
The amounts recognised within the Income Statement were as
follows:
26 weeks 26 weeks 52 weeks
ended Ended ended
3 March 4 March 2 September
2018 2017 2017
GBP'000 GBP'000 GBP'000
----------------------------------------------- --------- --------- -------------
Service cost - administrative cost - - 59
Net interest on the net defined benefit asset (62) (3) (6)
(62) (3) 53
----------------------------------------------- --------- --------- -------------
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 As at As at
3 March 4 March 2 September
2018 2017 2017
GBP'000 GBP'000 GBP'000
------------------------------------------------- --------- ------------------------ ------------------------------
Present value of funded defined benefit
obligations (66,486) (68,180) (69,921)
Fair value of scheme assets 72,455 73,912 75,130
------------------------------------------------- --------- ------------------------ ------------------------------
Surplus in funded scheme 5,969 5,732 5,209
------------------------------------------------- --------- ------------------------ ------------------------------
Actuarial gains of GBP698,000 (2017: GBP5,418,000) have been
reported in the Statement of Comprehensive Income. The surplus has
increased over the period since 2 September 2017 mainly as a result
of the change in market conditions, with the fall in liabilities
outweighing a corresponding fall in assets.
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.
14. Share capital
Allotted and fully Share Share
paid ordinary shares Number capital premium Total
of 2.5p each of shares GBP'000 GBP'000 GBP'000
------------------------ ------------ --------- ----------------- -------------------
Opening balance as
at 3 September 2017 91,395,541 2,285 9,130 11,415
Proceeds from shares
issued:
- share save scheme 7,100 - 11 11
------------------------ ------------ --------- ----------------- -------------------
At 3 March 2018 91,402,641 2,285 9,141 11,426
------------------------ ------------ --------- ----------------- -------------------
Opening balance at
4 September 2016 91,192,804 2,280 9,111 11,391
Proceeds from shares
issued:
- Treasury/LTIP 178,027 4 - 4
- share save scheme 24,710 1 18 19
------------------------ ------------ --------- ----------------- -------------------
At 4 March 2017 91,395,541 2,285 9,129 11,414
------------------------ ------------ --------- ----------------- -------------------
Employee share schemes: options exercised during the period to 3
March 2018 resulted in 7,100 shares being issued (2017: 24,710
shares), with exercise proceeds of GBP10,792 (2017: GBP19,177)
under the share save scheme. The related weighted average price of
the shares exercised was GBP1.52 (2017: GBP0.776) per share.
In addition 178,027 shares were issued in the prior period and
held initially as Treasury shares. These shares were subsequently
used to satisfy the share awards under the LTIP scheme which were
exercised in November 2016.
15. Acquisition
On 31 October 2017 Carrs Billington Agriculture (Sales) Limited
acquired the entire issued share capital of Pearson Farm Supplies
Limited for cash consideration of GBP1.2m including deferred
consideration of GBP0.2m.
The primary reason for the acquisition 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.
Pearson Farm Supplies Limited has generated revenue of
GBP1,712,000 and profit before taxation of GBP91,000 since the date
of acquisition.
Acquisition related costs amounted to GBP5,000 which have been
recognised within non-recurring items in the consolidated income
statement.
The assets and liabilities recognised in the acquisition
accounting are set out below:
Fair value
GBP'000
------------------------------- -----------
Intangible assets 34
Property, plant and equipment 167
Inventories 958
Receivables 1,099
Assets held for resale 100
Bank overdraft (445)
Finance leases (109)
Payables (1,196)
Taxation
Current tax (33)
Deferred tax (37)
Net assets acquired 538
Goodwill 674
------------------------------- -----------
1,212
------------------------------- -----------
Satisfied by:
Cash consideration 1,212
------------------------------- -----------
Cash consideration includes GBP0.2m of deferred consideration of
which GBP0.1m was paid prior to 3 March 2018.
Intangible assets represent the fair value of customer
relationships.
Had the acquisition of Pearson Farm Supplies Limited 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.
16. Cash generated from continuing operations
26 weeks 52 weeks
26 weeks ended ended ended
3 March 4 March 2 September
2018 2017 2017
GBP'000 GBP'000 GBP'000
------------------------------------------------------------ --------------- --------- -------------
Profit for the period from continuing operations 9,048 6,574 8,295
Adjustments for:
Tax 1,567 1,708 1,707
Tax credit in respect of R&D (90) (63) (129)
Depreciation of property, plant and equipment 2,173 1,977 4,093
Depreciation of investment property 3 3 6
Goodwill impairment - - 1,700
Intangible asset amortisation 204 49 124
(Profit)/loss on disposal of property, plant and equipment (28) (11) 215
Release of contingent consideration - - (2,090)
Business combination expenses 117 - 1,299
Net expense on share based payments 556 127 485
Other non-cash adjustments 112 145 (222)
Finance costs:
Interest income (182) (95) (176)
Interest expense and borrowing costs 605 448 901
Share of profit from associates and joint ventures (2,140) (1,708) (2,813)
IAS19 income statement charge (excluding interest) - - 59
Changes in working capital (excluding the effects of
acquisitions):
Increase in inventories (6,127) (3,791) (2,379)
Increase in receivables (9,623) (8,677) (383)
Increase in payables 10,752 9,371 4,402
Cash generated from continuing operations 6,947 6,057 15,094
------------------------------------------------------------ --------------- --------- -------------
17. Related party transactions
The Group's significant related parties are its associates and
joint ventures, as disclosed in the Annual Report and Accounts
2017.
Transactions and balances with the associates and joint ventures
were all undertaken on an arm's length basis in the normal course
of business and are as follows:
Rent Net management Interest Amounts
Sales Purchases receivable charges receivable Amounts owed
to from from from/(to) from owed from to
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ -------- --------------- ----------- --------------------- ----------------- ----------- ---------
26 weeks
to
3 March 2018
Associates 427 (56,318) 10 4 37 850 (153)
Joint
ventures 300 (757) - 163 - 1,720 (82)
26 weeks
to
4 March
2017
Associates 485 (51,644) 10 (18) - 164 (21,804)
Joint
ventures 211 (529) - 90 - 1,889 (151)
------------ -------- --------------- ----------- --------------------- ----------------- ----------- ---------
1Adjusted results are after adding back amortisation of
intangible assets and non-recurring items including acquisition
costs
2Adjusted results are after adding back amortisation of
intangible assets and non-recurring items including acquisition
costs
(3) Adjusted results are after adding back amortisation of
intangible assets and non-recurring items including acquisition
costs
(4) Earnings before interest, tax, depreciation, amortisation
and non-recurring items (and before profit/(loss) on the disposal
of property, plant and equipment)
(5) Adjusted results are after adding back amortisation of
intangible assets and non-recurring items including acquisition
costs
(6) Earnings before interest, tax, depreciation, amortisation
and non-recurring items (and before profit/(loss) on the disposal
of property, plant and equipment)
(7) Adjusted results are after adding back amortisation of
intangible assets and non-recurring items including acquisition
costs
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR UOUNRWVASAAR
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