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CARR Carr's Group Plc

132.00
0.00 (0.00%)
Last Updated: 08:00:27
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Carr's Group Plc LSE:CARR London Ordinary Share GB00BRK01058 ORD 2.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 132.00 130.00 133.50 0.00 08:00:27
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Animal Specialties, Nec 196.43M -226k -0.0024 -550.00 124.28M

Carr's Group PLC Half-year Report (2512C)

12/04/2017 7:00am

UK Regulatory


Carr's (LSE:CARR)
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From May 2019 to May 2024

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TIDMCARR

RNS Number : 2512C

Carr's Group PLC

12 April 2017

12 April 2017

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

INTERIM RESULTS

For the six months ended 4 March 2017

"A robust half year performance, medium term outlook remains positive"

Carr's (CARR.L), the Agriculture and Engineering Group, announces its results for the six months ended 4 March 2017.

Financial highlights

   --        Revenue up 15.3% to GBP176.8m (H1 2016: GBP153.4m*) 
   --        Operating profit (before exceptional items) up 0.9% to GBP7.5m (H1 2016: GBP7.5m*) 
   --        Operating profit (after exceptional items) down 7.6% to GBP6.9m (H1 2016: GBP7.5m*) 
   --        Profit before tax (before exceptional items) up 4.8% to GBP8.9m (H1 2016: GBP8.5m*) 
   --        Profit before tax (after exceptional items) down 2.6% to GBP8.3m (H1 2016: GBP8.5m*) 
   --        Basic EPS down 3.0% to 6.4p (H1 2016: 6.6p*) 
   --        Adjusted EPS(1) up 6.0% to 7.1p (H1 2016: 6.7p*) 
   --        Interim dividend held at 0.95p (H1 2016: 0.95p) 
   --        Net debt of GBP11.5m (GBP8.1m net cash at 3 September 2016) 

*continuing operations

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

Commercial highlights

-- Strong performance in UK Agriculture, outperforming the market and continuing to grow market share. Greater confidence in UK agriculture expected to continue into H2

-- Rebound in UK machinery sales, up 43.4% on H1 2016, and retail business performed well, benefiting from store improvement programme

   --        Significant pressure from falling cattle prices impacting USA feed block sales 

-- Full year performance in Engineering to be impacted by previously announced contract delay in UK Manufacturing

-- Remote handling business performing ahead of expectations and bolstered by a strong order book, demonstrating the potential in this market

-- Integration of STABER acquisition progressing well, with plans to extend premises in Markdorf, Germany

Tim Davies, Chief Executive Officer, commented:

"While still at an early stage, we are seeing initial signs of improving confidence among our core UK farming customers resulting in a strong first half performance in our UK Agriculture business, which we expect to continue in the second half. However, our USA feed block business continues to be impacted by the fall in cattle prices.

"Our Engineering business has been affected by a delay to a significant UK Manufacturing contract, which will impact our full year performance, but we have a strong pipeline in UK manufacturing and our remote handling business is performing ahead of expectations.

"We remain committed to delivering organic revenue growth, supported by value enhancing acquisitions and, further to the trading update released on 30 March, the Board's expectations for the full year remain unchanged."

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 
 

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 35 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 for use in 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 results that are ahead of the prior year (before exceptional items), despite the continuation of tough trading conditions in some of its key markets. The Board's expectations for the full year remain unchanged from that detailed in the Company's recent trading update published on 30 March 2017.

BUSINESS REVIEW

During the 26 weeks ended 4 March 2017 the Group delivered a resilient performance. Group revenues were GBP176.8m, up 15.3% from the prior year (H1 2016 continuing operations: GBP153.4m), primarily due to commodity price movements. Profit before tax (before exceptional items) increased by 4.8% to GBP8.9m (H1 2016 continuing operations: GBP8.5m); profit before tax after exceptional items was GBP8.3m (H1 2016 continuing operations: GBP8.5m). Exceptional items of GBP0.6m (H1 2016: GBPnil) relate to business combination expenses and restructuring costs.

Group operating profit (before exceptional items) of GBP7.5m (H1 2016 continuing operations: GBP7.5m) was 0.9% ahead of the prior year, but was 7.6% behind the prior year after exceptional items at GBP6.9m.

The Group's share of profit after tax from associate and joint venture companies was up 20.0% on the prior year to GBP1.7m (H1 2016: GBP1.4m).

Basic earnings per share decreased by 3.0% from 6.6p to 6.4p, as a result of the impact of exceptional items. On an adjusted basis, earnings per share increased by 6.0% to 7.1p (H1 2016 continuing operations: 6.7p).

AGRICULTURE

The Agriculture division has reported operating profit of GBP7.3m (H1 2016: GBP7.0m), up 4.9% and ahead of the Board's expectations for the half year. This is a resilient performance driven by a strong UK result but partially offset by lower profits in the USA.

UK

UK Agriculture has continued its strong start to the year, despite the market for compound feed and blend volumes contracting by 1%-2% and margins remaining under pressure. Set against this backdrop we have continued to outperform the market increasing our volumes by 11.6% as we continue to gain market share.

Feed block sales have performed particularly well in the UK, with sales volumes 6.0% ahead of the prior year.

Despite another relatively mild autumn and winter, the fuel distribution business has performed well, with sales volumes 0.9% ahead of the prior year and machinery sales, often regarded as a barometer of farmer confidence, 43.4% ahead of the prior year.

Our retail business has also performed well, with like-for-like sales 3.8% ahead of the prior year. This reflects our continuing store improvement programme and our ever improving offer to our core farming customers. A new store in Penicuik, East Midlothian, opened in December 2016 which takes our total retail footprint to 41 locations.

It is pleasing to report that the challenging UK farming environment experienced in the last couple of years is showing signs of abating, helped significantly by improvements in the farmgate milk price, and while it remains at early stages we are optimistic about the year ahead for the UK farming community.

International

The strong performance in the UK market is in contrast to the performance in the USA, where the market pressure from lower cattle prices has impacted both volumes and margins of SmartLic(R) and Feed in a Drum(R), with sales volumes down 10.1% year on year. Despite these challenges, and in readiness for the anticipated market recovery, our plans to construct a low moisture block plant in Shelbyville, Tennessee, are progressing well. Once operational, the plant will provide access to new markets across eastern US states.

The higher level of confidence that has benefited the UK Agriculture business in H1 looks set to continue during H2, however this will only partially mitigate the full year impact of the USA cattle market pressures on the division's performance.

ENGINEERING

As previously reported, the Engineering division had a slower than expected start to the year, mainly due to a significant contract delay in the UK Manufacturing business. Operating profit (before exceptional items) was GBP0.3m (H1 2016: GBP0.5m), down GBP0.2m year on year. Overall, revenues generated from the nuclear business represented 71% of the total, against 55.4% in the prior year.

UK Manufacturing

The performance of the UK manufacturing business has been affected by a significant contract delay and, as previously announced on 30 March 2017, the Group has only been partially successful in its measures to mitigate the impact of this delay through cost cutting, winning new business and accelerating the existing order book.

Management will remain focussed on continuing to maximise throughput within the production facilities. The pipeline in the medium term is looking strong, with the benefit of the Sellafield Vessels and Tanks Framework contract awarded in 2016 expected to begin during 2018.

Remote Handling

The remote handling businesses have started well and are ahead of expectations. Some large orders have been won for the supply of power manipulators into China, with manufacturing activity largely taking place during the second half. This is particularly encouraging given the potential for this market. The integration of the recently acquired STABER GmbH is progressing well, and consequently we have taken the decision to extend the premises in Markdorf, Germany, to fully integrate the two businesses and to provide additional flexibility and capacity into our production facilities in Germany.

BALANCE SHEET AND CASHFLOW

Net cash generated from operating activities was strong in the first half at GBP5.2m (H1 2016: GBP1.3m). Net debt has risen to GBP11.5m from a net cash position of GBP8.1m at the 2016 financial year end. In addition to seasonal working capital movements, this is primarily due to the payment of a special dividend of 17.54p per share in October 2016, totalling GBP16.0m, and the acquisition of STABER GmbH in October 2017, for an initial consideration of EUR5.85m.

The Group's defined benefit pension scheme remains in surplus and this increased from GBP0.3m at 3 September 2016 to GBP5.7m at 4 March 2017.

SHAREHOLDERS' EQUITY

Shareholders' equity at 4 March 2017 was GBP90.0m (3 September 2016: GBP96.7m), with the reduction primarily due to the payment of the special dividend of GBP16.0m in October 2016 offset by profit retained by the Group for the period.

DIVID

A first interim dividend of 0.95 pence per ordinary share (2016: 0.95 pence per ordinary share) will be paid on 12 May 2017 to shareholders on the register on 21 April 2017. The ex-dividend date will be 20 April 2017.

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 2016.

The principal risks and uncertainties are as follows:

   --        Safety 
   --        Business Continuity 
   --        People 
   --        Commodity Costs 
   --        Product Innovation Risk 
   --        Strategic Partners 
   --        Treasury 
   --        Acquisitions 
   --        Customer Demand 
   --        Reliance on Key Customers 
   --        Reliance on Key Ingredients 
   --        Defined Benefit Pension Scheme 
   --        Brexit 

OUTLOOK

As previously announced, the second half performance will be affected by a combination of the contract delay in UK Manufacturing and depressed USA cattle prices impacting our USA feed block operations.

Despite these short-term setbacks, we are seeing recovery in the UK agricultural markets and are encouraged by the medium term outlook for our businesses operating in the nuclear sector. Overall, the Group continues to benefit from geographic and operational diversity.

The Group is focused on growth, both through the organic development of its businesses and selective acquisitions, 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.

Further to the trading update released on 30 March 2017, the Board's revised expectations for the full year remain unchanged.

UNAUDITED CONSOLIDATED INCOME STATEMENT

For the 26 weeks ended 4 March 2017

 
                                                                   26 weeks ended                       53 weeks ended 
                                                                          4 March      26 weeks ended      3 September 
                                                                             2017    27 February 2016             2016 
                                                           Notes          GBP'000             GBP'000          GBP'000 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 Continuing operations 
 
 Revenue                                                     6            176,758             153,356          314,907 
 Cost of sales                                                          (153,874)           (131,495)        (273,712) 
 
 Gross profit                                                              22,884              21,861           41,195 
 
 Net operating expenses                                                  (15,975)            (14,382)         (28,425) 
 
 Operating profit (before exceptional items)                                7,543               7,479           12,770 
 Exceptional items                                           7              (634)                   -                - 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 Group operating profit                                      6              6,909               7,479           12,770 
 
 Finance income                                                                95                 119              236 
 Finance costs                                                              (430)               (516)          (1,009) 
 Share of post-tax profit in associate and joint 
  ventures                                                                  1,708               1,423            2,081 
 
 Profit before taxation (before exceptional items)                          8,916               8,505           14,078 
 Exceptional items                                           7              (634)                   -                - 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 Profit before taxation                                      6              8,282               8,505           14,078 
 
 Taxation                                                                 (1,708)             (1,792)          (2,907) 
 
 
 Profit for the period from continuing operations                           6,574               6,713           11,171 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 Discontinued operations 
 Profit for the period from discontinued operations                             -               2,028            2,817 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 Profit for the period                                                      6,574               8,741           13,988 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 Profit attributable to: 
 Equity shareholders                                                        5,802               7,990           12,455 
 Non-controlling interests                                                    772                 751            1,533 
 
                                                                            6,574               8,741           13,988 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 
 Earnings per share (pence) 
 Continuing operations 
 Basic                                                       8                6.4                 6.6             10.7 
 Diluted                                                     8                6.3                 6.4             10.5 
 Adjusted                                                    8                7.1                 6.7             10.9 
 Diluted adjusted                                            8                7.0                 6.5             10.7 
 
 Discontinued operations 
 Basic                                                       8                  -                 2.3              3.1 
 Diluted                                                     8                  -                 2.2              3.0 
 Adjusted                                                    8                  -                 2.3              3.1 
 Diluted adjusted                                            8                  -                 2.2              3.0 
 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 26 weeks ended 4 March 2017

 
                                                                   26 weeks ended                       53 weeks ended 
                                                                          4 March      26 weeks ended      3 September 
                                                                             2017    27 February 2016             2016 
                                                           Notes          GBP'000             GBP'000          GBP'000 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 
 
 Profit for the period                                                      6,574               8,741           13,988 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 Other comprehensive income/(expense) 
 
 Items that may be reclassified subsequently to profit 
 or loss: 
 Foreign exchange translation gains arising on 
  translation of overseas subsidiaries                                        107               1,557            2,860 
 
 Net investment hedges                                                      1,669                 577              687 
 Taxation charge on net investment hedges                                   (327)               (115)            (137) 
 
 Items that will not be reclassified subsequently to 
 profit or loss: 
 Actuarial gains/(losses) on retirement benefit asset: 
 - Group                                                    13              5,418                 879          (2,725) 
 - Share of associate                                                           -                   -          (1,216) 
 
 Taxation (charge)/credit on actuarial movement on 
  retirement benefit asset: 
 - Group                                                                    (921)               (158)              490 
 - Share of associate                                                           -                   -              205 
 
 Other comprehensive income for the period, net of tax                      5,946               2,740              164 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 Total comprehensive income for the period                                 12,520              11,481           14,152 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 Total comprehensive income attributable to: 
 Equity shareholders                                                       11,748              10,730           12,619 
 Non-controlling interests                                                    772                 751            1,533 
 
                                                                           12,520              11,481           14,152 
--------------------------------------------------------  ------  ---------------  ------------------  --------------- 
 
 

UNAUDITED CONSOLIDATED BALANCE SHEET

As at 4 March 2017

 
                                                          (Restated)(1) 
                                                  As at           As at          As at 
                                                4 March     27 February    3 September 
                                                   2017            2016           2016 
                                       Notes    GBP'000         GBP'000        GBP'000 
------------------------------------  ------  ---------  --------------  ------------- 
 Non-current assets 
 Goodwill                               10       16,870          10,931         11,440 
 Other intangible assets                10          469             413            286 
 Property, plant and equipment          10       37,135          60,391         35,811 
 Investment property                    10          179             626            182 
 Investment in associate                          9,570           9,196          8,667 
 Interest in joint ventures                       6,768           6,082          6,257 
 Other investments                                   75              72             72 
 Financial assets 
 - Non-current receivables                           50             150             50 
 Retirement benefit asset               13        5,732           3,927            311 
 Deferred tax assets                                  -              29              - 
                                                 76,848          91,817         63,076 
------------------------------------  ------  ---------  --------------  ------------- 
 
 Current assets 
 Inventories                                     38,142          39,113         33,423 
 Trade and other receivables                     66,326          70,736         56,940 
 Current tax assets                                 345             401            303 
 Financial assets 
 - Derivative financial instruments                   -               2              - 
 - Cash and cash equivalents            11       21,176          13,272         48,411 
                                                125,989         123,524        139,077 
------------------------------------  ------  ---------  --------------  ------------- 
 
 Total assets                                   202,837         215,341        202,153 
------------------------------------  ------  ---------  --------------  ------------- 
 
 Current liabilities 
 Financial liabilities 
 - Borrowings                           11     (19,579)        (14,839)       (21,642) 
 - Derivative financial instruments                (83)           (132)           (20) 
 Trade and other payables                      (56,633)        (57,302)       (46,823) 
 Current tax liabilities                        (1,789)           (980)          (470) 
------------------------------------  ------  ---------  --------------  ------------- 
                                               (78,084)        (73,253)       (68,955) 
------------------------------------  ------  ---------  --------------  ------------- 
 Non-current liabilities 
 Financial liabilities 
 - Borrowings                           11     (13,082)        (25,447)       (18,625) 
 Deferred tax liabilities                       (3,102)         (4,173)        (1,817) 
 Other non-current liabilities                  (4,414)         (4,226)        (2,668) 
                                               (20,598)        (33,846)       (23,110) 
------------------------------------  ------  ---------  --------------  ------------- 
 
 Total liabilities                             (98,682)       (107,099)       (92,065) 
------------------------------------  ------  ---------  --------------  ------------- 
 
 Net assets                                     104,155         108,242        110,088 
------------------------------------  ------  ---------  --------------  ------------- 
 
 Shareholders' equity 
 Share capital                          14        2,285           2,246          2,280 
 Share premium                          14        9,129           8,657          9,111 
 Treasury share reserve                               -               -            (8) 
 Equity compensation reserve                        159           1,351            706 
 Foreign exchange reserve                         4,344           1,504          2,895 
 Other reserve                                      207             856            207 
 Retained earnings                               73,887          80,946         81,540 
------------------------------------  ------  ---------  --------------  ------------- 
 Total shareholders' equity                      90,011          95,560         96,731 
 Non-controlling interests                       14,144          12,682         13,357 
 Total equity                                   104,155         108,242        110,088 
------------------------------------  ------  ---------  --------------  ------------- 
 
 

(1) restated by GBP4,553,000 for the grossing up of cash and cash equivalents and bank overdrafts for accounts with right of offset within the same banking facility (see note 3)

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 26 weeks ended 4 March 2017

 
                                                                     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 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 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 30 August 2015                      2,244               8,615                 -                      1,138               (515)                 862      74,706          87,050            11,913     98,963 
------------------  -------------------------  ------------------  ----------------  -------------------------  ------------------  ------------------  ----------  --------------  ----------------  --------- 
 Profit for the 
  period                                    -                   -                 -                          -                   -                   -      12,455          12,455             1,533     13,988 
 Other 
  comprehensive 
  income/(expense)                          -                   -     -                                      -               3,410                   -     (3,246)             164                 -        164 
------------------  -------------------------  ------------------  ----------------  -------------------------  ------------------  ------------------  ----------  --------------  ----------------  --------- 
 Total 
  comprehensive 
  income                                    -                   -     -                                      -               3,410                   -       9,209          12,619             1,533     14,152 
 Dividends paid                             -                   -                 -                          -                   -                   -     (3,347)         (3,347)                 -    (3,347) 
 Equity-settled 
  share based 
  payment 
  transactions, 
  net of tax                                -     -                   -                 (432)                                    -                   -         321           (111)                15       (96) 
 Allotment of 
  shares                                   36                 496                 -                          -                   -                   -           -             532                 -        532 
 Purchase of own 
  shares held in 
  trust                                     -                   -     (12)                                   -                   -                   -           -            (12)                 -       (12) 
 Dissolution of 
  dormant 
  subsidiaries                              -                   -     -                                      -                   -                   -           -               -             (104)      (104) 
 Transfer                                   -                   -                4                           -                   -               (655)         651               -                 -          - 
------------------  -------------------------  ------------------  ----------------  -------------------------  ------------------  ------------------  ----------  --------------  ----------------  --------- 
 At 3 September 
  2016                                  2,280               9,111               (8)                        706               2,895                 207      81,540          96,731            13,357    110,088 
------------------  -------------------------  ------------------  ----------------  -------------------------  ------------------  ------------------  ----------  --------------  ----------------  --------- 
 

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 26 weeks ended 4 March 2017

 
                                                                                               26 weeks       53 weeks 
                                                                                                  ended          ended 
                                                             26 weeks ended                 27 February    3 September 
                                                               4 March 2017                        2016           2016 
                                              Notes                 GBP'000                     GBP'000        GBP'000 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Cash flows from operating activities 
 Cash generated from continuing operations       16                   6,057                         166          6,257 
 Interest received                                                       93                          77            155 
 Interest paid                                                        (480)                       (332)          (673) 
 Tax paid                                                             (447)                       (117)        (1,098) 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net cash generated from/(used in) 
  operating activities in continuing 
  operations                                                          5,223                       (206)          4,641 
 Net cash generated from operating 
  activities in discontinued operations                                   -                       1,480          5,477 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net cash generated from operating 
  activities                                                          5,223                       1,274         10,118 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Cash flows from investing activities 
 Acquisition of subsidiaries (net of 
  overdraft/cash acquired)                       15                 (4,698)                       (265)        (1,258) 
 Disposal of subsidiary, net of costs 
  (including cash disposed)                                               -                           -         23,922 
 Dividend received from joint venture                                   627                           -            113 
 Loans repaid by joint ventures                                           -                       2,055          2,332 
 Loan repaid by associate                                                 -                           -            500 
 Other loans                                                             74                        (70)           (20) 
 Purchase of intangible assets                                         (67)                        (37)           (62) 
 Proceeds from sale of property, plant and 
  equipment                                                             176                         178            349 
 Purchase of property, plant and equipment                          (1,347)                     (3,081)        (5,788) 
 Purchase of own shares held in trust                                   (4)                           -           (12) 
 Redemption of preference shares in joint 
  venture                                                                 -                           -            150 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net cash (used in)/generated from 
  investing activities in continuing 
  operations                                                        (5,239)                     (1,220)         20,226 
 Net cash used in investing activities in 
  discontinued operations                                                 -                       (267)          (449) 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net cash (used in)/generated from 
  investing activities                                              (5,239)                     (1,487)         19,777 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Cash flows from financing activities 
 Proceeds from issue of ordinary share 
  capital                                                                23                          44            532 
 Net proceeds from issue of new bank loans                                -                         143            153 
 Finance lease principal repayments                                   (394)                       (465)          (925) 
 Repayment of loan from related party                                     -                           -          (500) 
 Repayment of borrowings                                            (5,895)                       (544)        (1,614) 
 Increase/(decrease) in other borrowings                                743                     (4,438)          (192) 
 Dividends paid to shareholders                                    (18,599)                     (2,492)        (3,347) 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net cash used in financing activities in 
  continuing operations                                            (24,122)                     (7,752)        (5,893) 
 Net cash used in financing activities in 
  discontinued operations                                                 -                       (695)        (1,408) 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net cash used in financing activities                             (24,122)                     (8,447)        (7,301) 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Effects of exchange rate changes                                      (37)                         720            918 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Net (decrease)/increase in cash and cash 
  equivalents                                                      (24,175)                     (7,940)         23,512 
 Cash and cash equivalents at beginning of 
  the period                                                         39,787                      16,275         16,275 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 Cash and cash equivalents at end of the 
  period                                                             15,612                       8,335         39,787 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 
 Cash and cash equivalents consist of: 
 Cash and cash equivalents per the balance 
  sheet                                                              21,176                   13,272(1)         48,411 
 Bank overdrafts included in borrowings                             (5,564)                  (4,937)(1)        (8,624) 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
                                                                     15,612                       8,335         39,787 
-------------------------------------------  ------  ----------------------  --------------------------  ------------- 
 

(1) restated by GBP4,553,000 for the grossing up of cash and cash equivalents and bank overdrafts for accounts with right of offset within the same banking facility (see note 3)

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 2016. 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 
   12 April 2017                                                     12 April 2017 

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 12 April 2017.

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 53 weeks ended 3 September 2016 were approved by the Board of Directors on 16 November 2016 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 4 March 2017 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 53 weeks ended 3 September 2016, 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.

Cash and cash equivalents and overdrafts, within current borrowings, as at 27 February 2016 have been restated by GBP4.6m to recognise overdrafts that would previously have been offset against cash balances. This restatement ensures comparability of the three period ends presented in the interim financial statements and reflects the accounting policy adopted in the preparation of the financial statements for the 53 weeks ended 3 September 2016 and the 26 weeks ended 4 March 2017.

The Group continues to review the impact of IFRS 15 'Revenue from contracts with customers' and IFRS 16 'Leases' on the results and net assets of the Group. It is not possible at this stage to quantify any financial impact arising from either of these two standards.

   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 53 weeks ended 3 September 2016, 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 3 September 2016. 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. The previously recognised Food operating segment was disposed on 3 September 2016. 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 4 March 2017 and the comparative periods.

 
                                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(1)                            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 
 Amortisation of intangible 
  assets                                (4)          (45)      (49) 
-----------------------------  ------------  ------------  -------- 
 Operating profit (before 
  exceptional items)                  7,291           252     7,543 
 Exceptional items                                            (634) 
-----------------------------  ------------  ------------  -------- 
 Operating profit                                             6,909 
 Finance income                                                  95 
 Finance costs                                                (430) 
                                                           -------- 
                                                              6,574 
 Share of post-tax profit 
  of associate                                                  903 
 Share of post-tax profit 
  of joint ventures                                             805 
-----------------------------  ------------  ------------  -------- 
 Profit before taxation 
  (before exceptional 
  items)                                                      8,916 
 Exceptional items                                            (634) 
-----------------------------  ------------  ------------  -------- 
 
 Profit before taxation 
  from continuing operations                                  8,282 
                                                           -------- 
 
 Segment gross assets               147,908        54,929   202,837 
                               ------------  ------------  -------- 
 

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

 
                                Agriculture   Engineering     Group 
                                    GBP'000       GBP'000   GBP'000 
 26 weeks ended 27 February 
  2016 
 Total segment revenue              139,329        14,080   153,409 
 Inter segment revenue                 (17)          (36)      (53) 
                               ------------  ------------  -------- 
 Revenue from external 
  customers                         139,312        14,044   153,356 
                               ------------  ------------  -------- 
 
 EBITDA(1)                            8,141         1,062     9,203 
 
 Depreciation of property, 
  plant and equipment               (1,218)         (500)   (1,718) 
 Depreciation of investment 
  property                              (3)             -       (3) 
 Profit on the disposal 
  of property, plant and 
  equipment                              80             -        80 
 Amortisation of intangible 
  assets                               (50)          (33)      (83) 
                               ------------  ------------  -------- 
 Operating profit                     6,950           529     7,479 
                               ------------  ------------ 
 Finance income                                                 119 
 Finance costs                                                (516) 
                                                           -------- 
                                                              7,082 
 Share of post-tax profit 
  of associate                                                  757 
 Share of post-tax profit 
  of joint ventures                                             666 
                                                           -------- 
 Profit before taxation 
  from continuing operations                                  8,505 
                                                           -------- 
 
 Segment gross assets               125,907        44,075   169,982 
                               ------------  ------------ 
 Food division gross 
  assets                                                     45,359 
                                                           -------- 
                                                            215,341 
                                                           -------- 
 
 
                                Agriculture   Engineering     Group 
                                    GBP'000       GBP'000   GBP'000 
 53 weeks ended 3 September 
  2016 
 Total segment revenue              284,836        30,192   315,028 
 Inter segment revenue                 (63)          (58)     (121) 
                               ------------  ------------  -------- 
 Revenue from external 
  customers                         284,773        30,134   314,907 
                               ------------  ------------  -------- 
 
 EBITDA(1)                           12,924         3,555    16,479 
 
 Depreciation of property, 
  plant and equipment               (2,539)       (1,043)   (3,582) 
 Depreciation of investment 
  property                              (6)             -       (6) 
 Profit on the disposal 
  of property, plant and 
  equipment                              12            72        84 
 Amortisation of intangible 
  assets                              (133)          (72)     (205) 
                               ------------  ------------  -------- 
 Operating profit                    10,258         2,512    12,770 
                               ------------  ------------ 
 Finance income                                                 236 
 Finance costs                                              (1,009) 
                                                           -------- 
                                                             11,997 
 Share of post-tax profit 
  of associate                                                1,239 
 Share of post-tax profit 
  of joint ventures                                             842 
                                                           -------- 
 Profit before taxation 
  from continuing operations                                 14,078 
                                                           -------- 
 
 Segment gross assets               149,777        52,376   202,153 
                               ------------  ------------  -------- 
 
   7.    Non-recurring exceptional items 
 
                                    26 weeks      26 weeks ended       53 weeks 
                                       ended    27 February 2016          ended 
                                     4 March                        3 September 
                                        2017                               2016 
                                     GBP'000             GBP'000        GBP'000 
---------------------------------  ---------  ------------------  ------------- 
 Non-recurring exceptional items: 
 Business combination expenses           589                   -              - 
 Restructuring costs                      45                   -              - 
---------------------------------  ---------  ------------------  ------------- 
                                         634                   -              - 
---------------------------------  ---------  ------------------  ------------- 
 

Business combination expenses relate to acquisition costs incurred in the period as well as contingent consideration in relation to the prior year acquisition of Phoenix Feeds Limited which is explained further below.

Phoenix Feeds Limited was acquired on 1 June 2016 for cash consideration of GBP1,744,000 including GBP490,000 of contingent consideration. The contingent consideration is 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 and is instead being recognised in the income statement over a two year period. Given the nature of the payment it has been recognised as a non-recurring item.

Restructuring costs comprise redundancy costs.

   8.    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      26 weeks ended       53 weeks 
                                                             ended    27 February 2016          ended 
                                                           4 March                        3 September 
                                                              2017                               2016 
                                                           GBP'000             GBP'000        GBP'000 
---------------------------------------  -------------------------  ------------------  ------------- 
 Continuing operations 
 Earnings                                                    5,802               5,962          9,638 
 Amortisation and non-recurring items: 
 Amortisation of intangible assets                              49                  83            205 
 Business combination expenses                                 589                   -              7 
 Restructuring costs                                            45                   -              - 
 Tax effect of the above                                      (23)                (20)           (47) 
 
 Earnings - adjusted                                         6,462               6,025          9,803 
---------------------------------------  -------------------------  ------------------  ------------- 
 Discontinued operations 
 Earnings                                                        -               2,028          2,817 
 Amortisation and non-recurring items: 
 Amortisation of intangible assets                               -                   7             14 
 Profit on disposal of subsidiary                                -                   -           (39) 
 Tax effect of the above                                         -                 (1)              - 
 
 Earnings - adjusted                                             -               2,034          2,792 
---------------------------------------  -------------------------  ------------------  ------------- 
 
 
 
                                                            Number       Number       Number 
-----------------------------------------------------  -----------  -----------  ----------- 
 
 Weighted average number of ordinary shares in issue    91,317,071   89,819,777   90,087,357 
 Potentially dilutive share options                        636,760    3,468,339    1,946,798 
 
                                                        91,953,831   93,288,116   92,034,155 
-----------------------------------------------------  -----------  -----------  ----------- 
 
 Earnings per share (pence) 
 Continuing operations 
 Basic                                                        6.4p         6.6p        10.7p 
 Diluted                                                      6.3p         6.4p        10.5p 
 Adjusted                                                     7.1p         6.7p        10.9p 
 Diluted adjusted                                             7.0p         6.5p        10.7p 
 
 Discontinued operations 
 Basic                                                           -         2.3p         3.1p 
 Diluted                                                         -         2.2p         3.0p 
 Adjusted                                                        -         2.3p         3.1p 
 Diluted adjusted                                                -         2.2p         3.0p 
 
   9.    Dividends 

An interim dividend of GBP866,393 that relates to the period to 3 September 2016 was paid on 7 October 2016, and a final dividend of GBP1,736,169 was paid on 13 January 2017. A special dividend of GBP15,996,351 was paid on 7 October 2016 following the disposal of Carr's Flour Mills Limited.

In addition, an interim dividend of 0.95p per share (2016: 0.95p per share) has been approved by the Directors. It is payable to shareholders on the register at 21 April 2017. This interim dividend, amounting to GBP868,258 (2016: GBP854,968), has not been recognised as a liability in this interim financial information. It will be recognised in shareholders' equity in the 52 weeks to 2 September 2017.

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 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 
  at 4 March 2017                     16,870           469           37,135            179 
-------------------------------  -----------  ------------  ---------------  ------------- 
 
 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 
  as at 27 February 
  2016                                10,931           413           60,391            626 
-------------------------------  -----------  ------------  ---------------  ------------- 
 

Capital commitments contracted, but not provided for, by the Group at the period end amounts to

GBP687,000 (2016: GBP758,000).

11. Borrowings and loans

 
                                                                As at         (Restated)(1)           As at 
                                                              4 March                 As at     3 September 
                                                                 2017      27 February 2016            2016 
                                                              GBP'000               GBP'000         GBP'000 
---------------------------------------------------------  ----------  --------------------  -------------- 
 
 Current                                                       19,579                14,839          21,642 
 Non-current                                                   13,082                25,447          18,625 
---------------------------------------------------------  ----------  --------------------  -------------- 
 Total borrowings and loans                                    32,661                40,286          40,267 
 Cash and cash equivalents                                   (21,176)              (13,272)        (48,411) 
---------------------------------------------------------  ----------  --------------------  -------------- 
 Net debt/(cash)                                               11,485                27,014         (8,144) 
---------------------------------------------------------  ----------  --------------------  -------------- 
 
 Undrawn facilities                                            34,494                26,805          23,014 
---------------------------------------------------------  ----------  --------------------  -------------- 
 
          (1) Restated by GBP4,553,000 for the grossing up of cash and cash equivalents and bank overdrafts 
                                                     with right of offset within the same banking facility. 
 Movements in borrowings are analysed as follows: 
 
 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 
---------------------------------------------------------  ----------  --------------------  -------------- 
 
 
 
 26 weeks ended 27 February 2016                                          GBP'000 
 Opening amount as at 30 August 2015 (restated by GBP3,564,000)            44,465 
 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                                             1,160 
--------------------------------------------------------------------  ----------- 
 Closing amount as at 27 February 2016 (restated by GBP4,553,000)          40,286 
--------------------------------------------------------------------  ----------- 
 

12. 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.

   13.   Retirement benefit asset 

The amounts recognised within the Income Statement were as follows:

 
                                                                                                              53 weeks 
                                                                     26 weeks ended            26 weeks          ended 
                                                                            4 March               ended    3 September 
                                                                               2017    27 February 2016           2016 
                                                                            GBP'000             GBP'000        GBP'000 
------------------------------------------------------------------  ---------------  ------------------  ------------- 
 
 Service cost - including current service costs, past service 
  costs 
  and settlements                                                                 -               (427)          (426) 
 Service cost - administrative cost                                               -                  80            139 
 Net interest on the net defined benefit asset                                  (3)                (46)           (94) 
                                                                                (3)               (393)          (381) 
------------------------------------------------------------------  ---------------  ------------------  ------------- 
 

As a result of the closure to future accrual on 31 December 2015 a negative past service cost, net of associated costs, of approximately GBP350,000 has been recognised in the income statement in the 26 weeks ended 27 February 2016 and in the 53 weeks ended 3 September 2016.

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 
                                                 4 March                   27 February                     3 September 
                                                    2017                          2016                            2016 
                                                 GBP'000                       GBP'000                         GBP'000 
---------------------------------------------  ---------  ----------------------------  ------------------------------ 
 
 Present value of funded defined benefit 
  obligations                                   (68,180)                      (59,040)                        (73,355) 
 Fair value of scheme assets                      73,912                        62,967                          73,666 
---------------------------------------------  ---------  ----------------------------  ------------------------------ 
 Surplus in funded scheme                          5,732                         3,927                             311 
---------------------------------------------  ---------  ----------------------------  ------------------------------ 
 

Actuarial gains of GBP5,418,000 (2016: GBP879,000) have been reported in the Statement of Comprehensive Income. The surplus has increased over the period since 3 September 2016 mainly as a result of improving market conditions.

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 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 
------------------------  ------------  ---------  -----------------  ------------------- 
 
 Opening balance 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 
------------------------  ------------  ---------  -----------------  ------------------- 
 

Employee share schemes: options exercised during the period to 4 March 2017 resulted in 24,710 shares being issued (2016: 26,584 shares), with exercise proceeds of GBP19,177 (2016: GBP15,765) under the share save scheme and nil shares being issued (2016: 60,000 shares), with exercise proceeds of GBPnil (2016: GBP28,560) under the approved share option scheme. The related weighted average price of the shares exercised was GBP0.776 (2016: GBP0.593) per share and GBPnil (2016: GBP0.476) respectively.

In addition 178,027 shares were issued in the period and held initially as Treasury shares. These shares were subsequently used to satisfy the share awards under the LTIP scheme which were exercisable in November 2016.

   15.   Acquisition 

On 24 October 2016 Wälischmiller Engineering GmbH ("Wälischmiller") acquired the entire issued share capital of STABER GmbH ("STABER") for cash consideration of EUR7.85m including deferred consideration of EUR2.0m, which is payable by 30 June 2018 at the latest.

STABER and Wälischmiller have been working together closely for over 50 years and STABER has most recently been a key supplier of parts for the remote handling business. STABER has designed and developed specialised intellectual property ("IP") which will be strategically beneficial to Wälischmiller in both the near and long term. This IP will accelerate the ongoing strategic development work on the Telbot(R) and the Demo 2000 Telbot(R) by Wälischmiller.

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.

STABER has generated intra segmental revenue of GBP205,000 which has been eliminated on consolidation and incurred a loss before taxation of GBP9,000 since the date of acquisition.

Acquisition related costs amounted to GBP190,000 which have been recognised within exceptional items in the consolidated income statement.

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

 
                                  Provisional fair value 
                                                 GBP'000 
-------------------------------  ----------------------- 
 
 Intangible assets                                   160 
 Property, plant and equipment                       341 
 Inventories                                         543 
 Receivables                                         307 
 Cash and cash equivalents                           506 
 Borrowings                                         (89) 
 Payables                                          (230) 
 Deferred grant income                              (46) 
 Taxation 
   Current tax                                      (39) 
   Deferred tax                                     (43) 
 Net assets acquired                               1,410 
 Goodwill                                          5,574 
-------------------------------  ----------------------- 
                                                   6,984 
-------------------------------  ----------------------- 
 
 Satisfied by: 
 Cash consideration                                5,204 
 Deferred consideration                            1,780 
-------------------------------  ----------------------- 
 Total consideration                               6,984 
-------------------------------  ----------------------- 
 

Intangible assets represent the fair value of know-how within the business.

Had the acquisition of STABER 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 
 
 
                                                                                                              53 weeks 
                                                                     26 weeks ended                              ended 
                                                                            4 March      26 weeks ended    3 September 
                                                                               2017    27 February 2016           2016 
                                                                            GBP'000             GBP'000        GBP'000 
------------------------------------------------------------------  ---------------  ------------------  ------------- 
 
 Profit for the period from continuing operations                             6,574               6,713         11,171 
 Adjustments for: 
 Tax                                                                          1,708               1,792          2,907 
 Tax credit in respect of R&D                                                  (63)                (80)          (176) 
 Depreciation of property, plant and equipment                                1,977               1,718          3,582 
 Depreciation of investment property                                              3                   3              6 
 Intangible asset amortisation                                                   49                  83            205 
 Profit on disposal of property, plant and equipment                           (11)                (80)           (84) 
 Loss on disposal of investment                                                   -                  10             10 
 Amortisation of grants                                                        (27)                (24)           (53) 
 Net fair value loss/(gain) on share based payments                             127                 222           (99) 
 Net foreign exchange differences                                               111               (108)          (383) 
 Net fair value losses on derivative financial instruments in 
  operating profit                                                               61                  48             70 
 Finance costs: 
 Interest income                                                               (95)               (119)          (236) 
 Interest expense and borrowing costs                                           448                 534          1,045 
 Share of profit from associate and joint ventures                          (1,708)             (1,423)        (2,081) 
 Pension contributions - deficit reduction                                        -               (780)          (780) 
                                        - ongoing                                 -               (108)          (108) 
 IAS19 income statement credit (excluding interest)                               -               (347)          (287) 
 Changes in working capital (excluding the effects of 
  acquisitions and disposals): 
 Increase in inventories                                                    (3,791)             (3,010)        (1,620) 
 Increase in receivables                                                    (8,677)             (9,621)        (3,606) 
 Increase/(decrease) in payables                                              9,371               4,743        (3,226) 
 Cash generated from continuing operations                                    6,057                 166          6,257 
------------------------------------------------------------------  ---------------  ------------------  ------------- 
 
 
   17.   Related party transactions 

The Group's significant related parties are its associate and joint ventures, as disclosed in the Annual Report and Accounts 2016.

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:

 
                                                     Rent   Net management   Amounts    Amounts 
                     Sales        Purchases    receivable          charges      owed       owed 
                        to             from          from        (to)/from      from         to 
                   GBP'000          GBP'000       GBP'000          GBP'000   GBP'000    GBP'000 
----------------  --------  ---------------  ------------  ---------------  --------  --------- 
 26 weeks to 
  4 March 2017 
 Associate             485         (51,644)            10             (18)       164   (21,804) 
 Joint ventures        211            (529)             -               90     1,889      (151) 
 
 26 weeks to 
  27 February 
  2016 
 Associate             327         (44,977)             9             (57)       616   (21,050) 
 Joint ventures        186            (661)             -               84     1,952       (48) 
----------------  --------  ---------------  ------------  ---------------  --------  --------- 
 
   18.   Post balance sheet event 

On 17 March 2017, after the period end, the Group acquired the entire issued share capital of Horse and Pet Warehouse Limited for cash consideration of GBP124,577.

The principal activity of Horse and Pet Warehouse Limited is a retailer of animal products for the pet, equine and smallholding market.

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

Given that this has been a recent acquisition the identifiable assets and liabilities at completion and goodwill have yet to be finalised. The Directors therefore consider it impracticable to be able to disclose this information in these financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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