27th Apr 2016 07:00
Wednesday 27 April, 2016
Crawshaw Group Plc
"Crawshaws delivers record sales growth during transformative year as it implements accelerated store expansion strategy"
Full Year Results
Crawshaw Group Plc ("Crawshaw", the "Company" or the "Group"), the fresh meat and food-to-go retailer, announces results for the year ended 31 January 2016.
Financial Highlights:
• Turnover up +51% to £37.1m (2015: £24.6m)
• LFL sales growth of +1.8% (2015: +5%)
• Adjusted** EBITDA up +45% to £2.6m (2015: £1.8m)
• EBITDA* £1.0m (2015: £1.6m)
• Statutory loss before tax of £0.3m (2015: Profit before tax £1.2m), in line with plan and reflecting investment for accelerated expansion
• Cash balances of £4.9m at 31 January 2016 (£9.1m at 31 January 2015) following the acquisition of Gabbotts Farm
• Final dividend of 0.47p (2015: 0.47p)
* EBITDA is defined by the Group as profit/loss before tax, exceptional items, depreciation, amortisation, profit/(loss) on disposal of assets, net finance costs and share based payment charges attributable to the LTIP Growth Share Scheme.
** Adjusted EBITDA is defined by Group as EBITDA before "accelerated opening costs". Accelerated opening costs are defined by the Group as the overhead investment in people, processes, systems and new store pre-opening costs i.e. costs directly associated with our accelerated store opening programme. In the period these costs amounted to £1.6m (2015: £0.2m) resulting in an adjusted EBITDA of £2.6m (2015: £1.8m).
Strategy Highlights:
• Transformative year with the new management team and the appropriate infrastructure in place to deliver the rapid growth plan
• Significant investment in the rebranding of the legacy estate and standardisation of the retail proposition complete ahead of the new store rollout
• Record levels of premium quality homemade produce sold after investment in our unique vertically integrated concept
• 17 stores added in the year and performing in line with expectations
• Extensive property pipeline will deliver 15 new stores in current year, including further expansion into Yorkshire/North West heartlands and entering Midlands/Birmingham area
Chief Executive Officer, Noel Collett, comments:
"We are pleased to report another set of solid results for the business and are delighted with the significant progress we've made during a very transformative year. We have proved that customers love our compelling retail concept, delivering quality fresh meat and food-to-go at exceptional prices. With strong foundations now in place, we are well positioned to build on our current position and establish Crawshaws as a national brand."
Enquiries:
Crawshaw Group plc
Noel Collett, Alan Richardson 01709 369 600
Peel Hunt LLP
Dan Webster, Adrian Trimmings, George Sellar 020 7418 8900
Chairman's Statement
'Another strong year for the business with record sales growth and our accelerated store rollout programme very much on track'
Trading performance highlights
· 51% increase in group turnover to £37.1m (2015: £24.6m)
· 45% increase in adjusted** EBITDA to £2.6m (2015: £1.8m)
· EBITDA* £1.0m (2015: £1.6m)
· LFL sales growth of +1.8% (2015: +5%)
· 39 trading stores at year end (2015: 22 trading stores)
· Statutory loss before tax of £0.3m (2015: profit before tax £1.2m)
· Cash balances of £4.9m at 31 January 2016 (£9.1m at 31 January 2015) following acquisition of Gabbotts Farm Limited.
· Final dividend of 0.47p (2015: 0.47p)
* EBITDA is defined by the Group as profit/loss before tax, exceptional items, depreciation, amortisation, profit/(loss) on disposal of assets, net finance costs and share based payment charges attributable to the LTIP Growth Share Scheme.
** Adjusted EBITDA is defined by Group as EBITDA before "accelerated opening costs". Accelerated opening costs are defined by the Group as the overhead investment in people, processes, systems and new store pre-opening costs i.e. costs directly associated with our accelerated store opening programme. In the period these costs amounted to £1.6m (2015: £0.2m) resulting in an adjusted EBITDA of £2.6m (2015: £1.8m).
Crawshaw Group has delivered an underlying strong performance for the twelve months to 31 January 2016 with continued trading momentum and profitable growth.
Results and strategic progress
This was a transformative year as the new management team prepared the business for the planned increased pace of expansion and at the same time delivered a record sales performance with total sales increasing by 51% to £37.1m. I am delighted with the progress that has been made so far with a number of key milestones being achieved, most notably the acquisition, integration and rebranding of the Gabbotts Farm Ltd business in H1 and the opening of 6 new Crawshaws stores. Both of these growth drivers have contributed positively to our EBITDA development and are performing in line with our expectations.
I am therefore pleased to report a 45% increase in our adjusted EBITDA performance as the strong sales growth is being converted into strong profit growth. A particular highlight has been the gross margin progression which strengthened further to 45.1% (2015: 44.4%). EBITDA post accelerated opening costs reduced as expected to £1.0m (2015: £1.6m) as we increased our overhead to invest in growth.
In the year under review we report a statutory loss before tax of £0.3m (2015: £1.2m profit before tax). It's worth reiterating the reasons for this loss. Opening in excess of 15 new stores a year is no simple task, especially bearing in mind our stores are quite complex having both a fresh and food to go element. So we have built an internal resource in advance to allow us to find the retail sites, recruit and train the new staff, manage the pre-opening tasks and marketing, and to ensure that for each opening we hit the ground running.
This resource is now largely in place, and so our accelerated opening programme is in full force. But this resource cost us £1.6m in the year under review, and so it needs to be identified separately so that the true underlying performance of the business becomes visible. It's also worth highlighting that new shops are expected to trade profitably from day one and, when mature, produce, on average, over £1m of sales per year, and an EBITDA contribution of £140,000.
Cash
The cash position of the business continues to be extremely robust. Operating cash flow and movements in working capital generated £2.2m which almost entirely funded the £2.3m of capital investment in new stores, refurbishments of legacy stores and investment in our factory production equipment in the year. The net £4.2m decrease in cash balances was a function of our acquisition of Gabbotts Farm Ltd, dividend payments and tax payments in the year. With a closing cash balance of £4.9m and continued focus on working capital improvements, we have the funds in place to deliver on our growth plan.
People
I would like to thank all of our 562 colleagues for their effort and commitment during this exciting time for our business. Since Noel joined Crawshaws as CEO in March 2015, he has successfully and carefully restructured and expanded the management team to ensure that we have the appropriate balance of expertise and dynamic to deliver our growth plan.
Outlook
Since my last statement, we continue to see strong sales growth on last year. Total group sales for the first 7 weeks of the new financial period have increased by +64%. The cash gross margin in LFL stores has increased by +3.8% in the same 7 week period, +3.7% through an increase in margin rate and +0.1% through an increase in sales volume.
Our model continues to perform well. The business is at a very exciting stage with the strengthening of the legacy estate supplemented by the addition of a rapidly expanding new store estate. The newly opened stores are trading well, and profitably, in line with our expectation. The business is in great shape to deliver the planned scale rollout at pace and we have a strong pipeline of stores for 2016, so we look forward to reporting on our progress during the year ahead. In fact we have already opened 5 new stores during the current year, and these are also performing as expected.
We are pleased to declare the payment of a final dividend for the year of 0.47 pence per share, which together with the interim dividend of 0.10 pence per share, paid on 30 October 2015, takes the total dividend for the year to 0.57 pence per share (2015: 0.57 pence per share). Shareholder approval will be sought at the Annual General Meeting, to be held on 29 June 2016, to pay the final dividend on 5th August 2016 to shareholders on the register 8 July 2016. The ex-dividend date will be 7 July 2016. As with last year, shareholders will have the opportunity to elect to reinvest their cash dividend and purchase existing shares in the Company through a Dividend Reinvestment Plan ("DRIP").
In summary, the foundations for our accelerated growth are in place and the rollout is very much underway. We now have a strong resource that will enable us to deliver another year of rapid expansion and profitable growth. We are therefore very confident and excited about the future.
Richard Rose
Chairman
26 April 2016
Chief Executive Officer's Review
"We have successfully delivered across all strategic pillars during a transformative 2015 and we look forward to a year of rapid expansion and further profitable growth"
Introduction
Since joining the business in March 2015, I continue to be extremely impressed with our colleagues who are totally committed to maintaining the values of the company and ensuring we consistently offer great quality fresh meat and food to go at affordable prices.
I have also been impressed by the way the team have embraced the changes and challenges during this transformative year in developing the infrastructure to support our rapid growth strategy. We are now well positioned to leverage our unique retail concept and accelerate the pace of rollout to establish Crawshaws as a national brand.
Transformative year
We have made significant progress during 2015 in developing the capability, structure and discipline throughout the business to channel our entrepreneurial spirit in delivering consistent results for our customers, shareholders and colleagues.
The preparations in delivering our growth plans has required strategic investments in key roles and skills within the Executive Team to achieve the optimal balance in experience and expertise. Our Plc Board has been strengthened with the appointment of Alan Richardson as CFO and Kevin Boyd as CCO, and our Senior Team has been strengthened with key appointments in HR, Training, Property, Facilities, Retail Operations, IT and Finance. Additionally, we recruit and train the teams required to staff our new stores ahead of each opening with the result that each new stores trades profitably from its very first day.
These appointments represent an important investment ahead of our accelerated growth to ensure that we are capable of delivering this plan with structure, control and discipline. Given that this overhead is exclusively focused around the opening of new stores, they are regarded as 'accelerated opening costs'. It is therefore important to highlight and exclude these to show the underlying performance when evaluating the profitability and returns of the legacy business, which demonstrates that our stores continue to be very profitable, with each store converting £1m annual sales into an EBITDA contribution of 14%.
As we open more and more stores, the accelerated opening costs, and indeed the fixed element of our central overhead, will become a smaller proportion of the whole.
Revenue growth
For the 12 months to 31 January 2016, Group revenue increased by 51% from £24.6m to £37.1m. This strong growth was supported both by contributions from our LFL stores and from our 17 new stores in the year, which includes the 11 stores acquired from Gabbotts Farm Ltd (which have been rebranded Crawshaws).
LFL sales were +1.8% for the full year, with H2 LFL sales of +2.6% building on the +1% LFL sales in H1. This achievement was very pleasing, particularly given the disruption and challenging high street footfall patterns caused by the prolonged adverse weather conditions in the North of England throughout November and December. And it was also particularly pleasing given that we were able to further increase our gross margin.
We have continued this growth momentum into the new financial year with total group sales in the first 7 weeks of the new financial year increasing by +64% and LFL also performing positively at +0.1% for the same period, again with a further improvement in gross margin.
New capabilities and opportunities
Looking at the opportunities ahead, we have identified the key elements in successfully delivering our accelerated rollout;
(a) Acquiring the right sites at the right price
(b) Converting sites efficiently with a shop fit-out that meets our high operational standards
(c) Ensuring that we have the trained colleagues delivering the great Crawshaws' customer service
(d) A logistics and production capability to ensure our stores have sufficient product to serve our customers.
We have made significant progress in developing the capability to deliver on all these fronts through our newly strengthened management structure. We have also developed and expanded key strategic partnerships within the areas of property, facilities, recruitment and supply chain. This approach has quickly become established in the business and is already demonstrating our capability to deliver a run-rate target of one new store opening every three weeks.
Strategic pillars for 2016
1. Driving profitable sales
We continue to work very hard to give our customers great quality fresh meat at affordable prices, which drives their loyalty and underpins our sales momentum.
During the course of the year we have made great progress in developing and standardising our retail proposition across the entire estate. This has included the successful relaunch of our fresh meat range and our legendary fixed price multi-save offers, as well as providing extra value to customers through our new weekly 'Manager's Meaty Cut' promotions.
With our factory now producing record-levels of premium quality homemade produce, almost 20 tonnes per week, we will continue with the capital expenditure in our factory production equipment to ensure we have the capability to further increase our fantastic award winning homemade premium fresh meat offer. With this investment and our internal butchery expertise, we will introduce a widened premium range of lean steak burgers, premium pork and apple burgers, a variety of new recipe sausages, lean steak meatballs, lean steak kebabs and grill sticks and much more. This unique vertically integrated production capability allows us to continue to offer a very high quality product at value prices in large volumes.
In parallel, we plan to further expand and enhance our food-to-go range with the introduction of the 'Butchers Kitchen' brand, which provides the platform to showcase the quality of our fresh meat produce presented to our customers, cooked and ready to eat on-the-go.
In addition to these profitable sales opportunities, we will continue to invest in other key initiatives in the coming year to maintain existing customer loyalty and achieve new customer acquisitions, such as new marketing activities and developing a social media presence.
2. Disciplined growth strategy
The core part of the Group's strategy is to rapidly increase the number of stores and spread the geographical presence of the Crawshaws brand in a disciplined manner.
We have successfully added 17 more stores to the Group during the last year taking our portfolio to 39 stores, which has also expanded our geographical coverage to the North West of England.
Our pipeline strategy will also see us adding new stores in catchment areas across our heartlands of Yorkshire and the North West. Furthermore, we will be opening small clusters of stores in entirely new catchments in the Midlands and Birmingham areas. The locations of our stores will continue to be a representative spread of our current portfolio, which will see us opening a blend of stores on the high streets, in shopping centre locations and will include a standalone factory shop.
3. New stores performance
Our recently opened new stores are performing in line with expectations, contributing profitably from day one and are further expected to grow in sales and contribution as they mature. The sales profile of our new stores is shaped such that food-to-go sales reach maturity very soon after opening as passing customers quickly build visits into their routines enjoying the quality 'Butcher's Kitchen' range. On fresh meat, we experience a gradual increase as customers experiment with the range and build confidence and loyalty over a slightly longer time period.
Our customers are very loyal, and recent customer insight data indicates a market leading Net Promoter Score (NPS) of 94. This data has indicated that those customers who buy fresh meat tend to reward us with the majority of their meat spend - we have therefore developed a series of new store opening marketing initiatives to incentivise customers to try the full breadth of our fresh meat offer and accelerate the pace with which we are able to convert them into loyal fresh meat shoppers. This approach was first trialed in our 40th store opening at Birchwood and initial results are also very encouraging.
Our people make the difference
As part of our listening, our customers have told us that they choose Crawshaws over other destinations due to a combination of quality, price and service. We are a people business and our 562 colleagues continue to be dedicated to creating the environment and atmosphere that our customers really value. Our achievements would not be possible without our colleagues and I am immensely proud of their commitment and passion in delivering amazing value to our customers every day.
Looking forward
Looking forward to the year ahead, whilst the wider economic climate looks likely to remain challenging, we have demonstrated that we are well positioned to succeed against this backdrop. We will continue to manage the business tightly during this exciting period of accelerated growth and we will remain focused on ensuring our retail proposition delights the customers that choose or need to shop with us.
We have already opened 5 new stores in the current year (in Birchwood, Blackburn, Cannock, Warrington and Widnes), and have a pipeline at various stages. We are therefore confident of meeting our target of 15 new stores for the year.
We look to the future with great confidence and excitement.
Noel Collett
Chief Executive Officer
26 April 2016
Chief Financial Officer's Review
"We have made significant improvements to our cash flow management and business wide systems and control infrastructure creating a strong platform to deliver our rapid growth plans"
Revenue and gross profit
Total revenue for the Group increased by 51% to £37.1m (2015: £24.6m) with the growth being supported by contributions from our LFL stores and 17 new stores in the year.
Gross profit margins have further developed in the year to 45.1%, a 70bps increase on 2015. The Group's gross margin was positively impacted by the Gabbotts Farm acquisition and the higher margin through their higher participation of food-to-go. In addition, the meat pricing environment has been favorable in the year which has allowed us to give value to customers through targeted promotional activity whilst positively contributing to EBITDA.
Presentation of results
To present a clear view of performance of the Group in total and the costs directly driven by the growth strategy, we present an adjusted EBITDA number which excludes accelerated opening costs - adjusted EBITDA is our primary internal measure when assessing Group performance.
We define accelerated opening costs as the investments in people, processes and systems in the year to provide direct support for our accelerated opening programme. In the year, these costs amounted to £1.6m (2015: £0.2m) and are analysed by component of spend in the table below.
Adjusted EBITDA
| 2016 | 2015 |
| £ | £ |
EBITDA* | 1,013,727 | 1,573,174 |
Accelerated Opening Costs | 1,558,316 | 205,080 |
Adjusted EBITDA | 2,572,043 | 1,778,254 |
* Reconciled to Operating Loss on the face of the Statement of Comprehensive Income
Accelerated opening costs
| 2016 | 2015 |
| £ | £ |
Salaries | 814,089 | 48,000 |
Board restructure | 195,098 | - |
New store pre-opening costs | 147,148 | - |
Consultancy (property / recruitment / other) | 296,873 | 57,000 |
Other | 105,108 | 100,080 |
Total | 1,558,316 | 205,080 |
Profit Before Tax "PBT" and Earnings Per Share "EPS"
The Group delivered a loss before tax of £0.3m (2015: £1.2m profit) as we incur additional costs to deliver our growth plan and we recognised an IFRS 2 shared based payment charge through the income statement of £0.4m (2015: NIL). This translated to a negative EPS as expected at (0.342) pence per share (2015: 1.301 pence per share).
Operational overheads
Operational overheads are defined as the administrative expenses of the Group less accelerated opening costs, exceptional costs, impairment, depreciation and amortisation and share based payments as this gives a clearer reflection on the underlying operational costs performance of the Group. On this basis, the ratio of overhead costs as a % of sales has increased to 38% (2015: 37%). This reflects the higher margin, higher cost base model of the Gabbotts Farm stores and a small dilution from new stores where initial cost ratios are higher as the stores trade through their sales maturity profile.
| 2016 | 2015 |
| £ | £ |
Administrative expenses | 17,114,642 | 9,802,982 |
Accelerated opening costs | (1,558,316) | (205,080) |
Depreciation and amortisation | (930,065) | (436,372) |
Share based payment | (359,592) | - |
Exceptional costs | (105,367) | - |
Operational overheads | 14,161,302 | 9,161,530 |
Operation overheads % of sales | 38% | 37% |
Cash flow
Our cash flow position remains strong with £4.9m cash at the end of the financial year. Cash control has been a significant focus for the business with creditor term extensions being agreed with key strategic partners on both meat supply and shop fit out. This has successfully increased creditor days to 59 days (2015: 46 days). Alongside the positive working capital benefits of the new stores opened in the year, this has allowed us to broadly fund the organic expansion of 6 new stores from operational cash flow with the overall net £4.2m decrease in cash being used to fund the Gabbotts Farm acquisition and pay dividends and tax in the year.
Given the scale of our expansion plans, we have also reviewed our capital allowance position which has resulted in a tax repayment of £148,000 in February 2016.
Control environment and management information
To deliver the growth plan with the necessary control and discipline requires an appropriate platform. Whilst the tools and control environment currently in place have served the business well, they were not sufficiently scalable. As a result, we have started to implement Microsoft Navision as our core Enterprise Resource Planning (ERP) system. We are part way through the implementation of Phase 1 which will deliver a common warehouse management and financial accounting / control platform which will be complete in H1 FY 2017. Further developments are planned to integrate store ordering and sales reporting.
In addition to our ERP implementation, we are also significantly developing our management information capability. All new stores (including the 6 organic new stores in FY 2016) are being launched with EPOS tills. These provide us with the granular transaction and item level detail we need to optimise sales and profit performance going forward.
Summary
The Group has made good progress on executing the growth plan in the year delivering both profitable sales growth from the legacy operation and successfully adding 17 trading stores to the estate. We have made significant improvements to our cash flow management and business wide systems and control infrastructure creating a strong platform to deliver our rapid growth plans.
Alan Richardson
Chief Financial Officer
26 April 2016
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 31 January 2016
| 31 January | 31 January | |
| 2016 | 2015 | |
Note | £ | £ | |
Revenue |
| 37,060,203 | 24,619,589 |
Cost of sales |
| (20,356,001) | (13,698,483) |
Gross profit |
| 16,704,202 | 10,921,106 |
Other operating income | 2 | 29,143 | 18,678 |
Administrative expenses |
| (17,114,642) | (9,802,982) |
Operating (loss)/profit |
| (381,297) | 1,136,802 |
Finance income | 6 | 19,576 | 48,365 |
Finance expenses | 6 | (1,914) | (6,233) |
Net finance expense |
| 17,662 | 42,132 |
Share of profit of equity accounted investees (net of tax) |
| 19,020 | 15,464 |
|
|
|
|
(Loss)/profit before income tax |
| (344,615) | 1,194,398 |
Income tax credit/(expense) | 7 | 75,211 | (299,804) |
Total recognised (loss)/income for the period |
| (269,404) | 894,594 |
Attributable to: |
|
|
|
Equity holders of the Company |
| (269,404) | 894,594 |
Operating (loss)/profit analysed as: |
|
|
|
EBITDA* |
| 1,013,727 | 1,573,174 |
Exceptional Costs | 25 | (105,367) | - |
Share Based Payment Charge |
| (359,592) | - |
Depreciation and Amortisation |
| (930,065) | (436,372) |
Operating (loss)/profit |
| (381,297) | 1,136,802 |
Basic (loss)/earnings per ordinary share |
| (0.342)p | 1.301p |
Diluted (loss)/earnings per ordinary share |
| (0.342)p | 1.301p |
* EBITDA is defined by the Group as the profit/(loss) before tax, exceptional items, depreciation, amortisation and share based payment charges.
The Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual income statement.
Balance Sheets
At 31 January 2016
|
| Group | Group | Company | Company |
|
| 2016 | 2015 | 2016 | 2015 |
| Note | £ | £ | £ | £ |
ASSETS |
|
|
|
|
|
Non current assets |
|
|
|
|
|
Property, plant and equipment | 9 | 7,183,993 | 5,363,236 | - | - |
Intangible assets - goodwill and related acquisition intangibles | 10 | 11,028,130 | 7,629,305 | - | - |
Investment in equity accounted investees | 11 | 125,444 | 106,424 | - | - |
Investments in subsidiaries | 12 | - | - | 16,571,501 | 11,946,500 |
Total non current assets |
| 18,337,567 | 13,098,965 | 16,571,501 | 11,946,500 |
Current assets |
|
|
|
|
|
Inventories | 14 | 1,013,452 | 640,400 | - | - |
Trade and other receivables | 15 | 726,156 | 483,400 | 2,784,389 | 6,666,106 |
Cash and cash equivalents |
| 4,879,914 | 9,090,286 | 7,945 | 7,945 |
Total current assets |
| 6,619,522 | 10,214,086 | 2,792,334 | 6,674,051 |
Total assets |
| 24,957,089 | 23,313,051 | 19,363,835 | 18,620,551 |
SHAREHOLDERS' EQUITY |
|
|
|
|
|
Share capital |
| 3,946,822 | 3,940,940 | 3,946,822 | 3,940,940 |
Share premium |
| 13,941,141 | 13,897,023 | 13,941,141 | 13,897,023 |
Reverse acquisition reserve |
| 446,563 | 446,563 | - | - |
Merger reserve |
| - | - | 508,146 | 508,146 |
Retained earnings |
| 1,327,422 | 1,686,501 | 863,318 | 268,297 |
Total shareholders' equity |
| 19,661,948 | 19,971,027 | 19,259,427 | 18,614,406 |
LIABILITIES |
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
Other payables | 16 | 279,088 | 272,265 | - | - |
Interest bearing loans and borrowings | 18 | 34,999 | - | - | - |
Deferred tax liabilities | 13 | 617,775 | 531,980 | - | - |
Total non current liabilities |
| 931,862 | 804,245 | - | - |
Current liabilities |
|
|
|
|
|
Trade and other payables | 16 | 4,325,569 | 2,537,779 | 104,408 | 6,145 |
Interest bearing loans and borrowings | 18 | 37,710 | - | - | - |
Total current liabilities |
| 4,363,279 | 2,537,779 | 104,408 | 6,145 |
Total liabilities |
| 5,295,141 | 3,342,024 | 104,408 | 6,145 |
Total equity and liabilities |
| 24,957,089 | 23,313,051 | 19,363,835 | 18,620,551 |
These financial statements were approved by the Board of Directors on 26 April 2016 and were signed on its behalf by:
Alan Richardson
Director and Company Secretary
Company registered number: 04755803
Statements of Changes in Shareholders' Equity
|
|
| Reverse |
|
|
| Share | Share | acquisition | Retained | Total |
| capital | premium | reserve | Earnings | equity |
| £ | £ | £ | £ | £ |
Group |
|
|
|
|
|
Balance at 1 February 2014 | 2,890,940 | 6,317,618 | 446,563 | 1,119,348 | 10,774,469 |
Profit for the period | - | - | - | 894,593 | 894,593 |
Dividend on equity Shares | - | - | - | (327,440) | (327,440) |
Share Placing 20,999,994 Shares | 1,050,000 | 7,579,405 | - | - | 8,629,405 |
Balance at 31 January 2015 | 3,940,940 | 13,897,023 | 446,563 | 1,686,501 | 19,971,027 |
Loss for the period | - | - | - | (269,404) | (269,404) |
Share based payment charge | - | - | - | 359,592 | 359,592 |
Dividend on equity Shares | - | - | - | (449,267) | (449,267) |
Share options 117,647 Shares | 5,882 | 44,118 | - | - | 50,000 |
Balance at 31 January 2016 | 3,946,822 | 13,941,141 | 446,563 | 1,327,422 | 19,661,948 |
The reverse acquisition reserve was estblished under IFRS 3 'Business Combinations' following the deemed acquisition of Crawshaw Group Plc by Crawshaw Holdings Limited on 11 April 2008.
|
|
| Reverse |
|
|
| Share | Share | acquisition | Retained | Total |
| capital | premium | reserve | Earnings | equity |
| £ | £ | £ | £ | £ |
Company |
|
|
|
|
|
Balance at 1 February 2014 | 2,890,940 | 6,6317,618 | 508,146 | 394,155 | 10,110,859 |
Profit for the period | - | - | - | 201,582 | 201,582 |
Dividend on equity shares | - | - | - | (327,440) | (327,440) |
Share placing 20,999,994 shares | 1,050,000 | 7,579,405 | - | - | 8,629,405 |
Balance at 1 February 2015 | 3,940,940 | 13,897,023 | 508,146 | 268,297 | 18,614,406 |
Profit for the period | - | - | - | 697,288 | 697,288 |
Share based payment charge | - | - | - | 347,000 | 347,000 |
Dividend on equity shares | - | - | - | (449,267) | (449,267) |
Share options 117,647 shares | 5,882 | 44,118 | - | - | 50,000 |
Balance at 31 January 2016 | 3,946,822 | 13,941,141 | 508,146 | 863,318 | 19,259,427 |
The merger reserve was established on 11 April 2008 following a share for share exchange between the Company and Crawshaw Holdings Limited (CHL) as part of a reverse acquisition. As a result of this transaction the Company acquired CHL which in turn owned 100% of the share capital of Crawshaw Butchers Limited (CBL).
In 2012 CHL transferred its investment in CBL to the Company at book value.
Cash Flow Statements
For the period ended 31 January 2016
| Group | Group | Company | Company |
| 31 January | 31 January | 31 January | 31 January |
| 2016 | 2015 | 2016 | 2015 |
| £ | £ | £ | £ |
Cash flows from operating activities |
|
|
|
|
(Loss)/profit for the period | (269,404) | 894,594 | 697,288 | 201,582 |
Adjustments for: |
|
|
|
|
Depreciation and amortisation | 924,786 | 432,116 | - | - |
Loss on sale of property, plant and equipment | 5,279 | 4,256 | - | - |
Net financial charges | (17,662) | (42,131) | - | - |
Share based payment charges | 359,592 | - | - | - |
Share of profit of equity accounted investees (net of tax) | (19,020) | (15,464) | - | - |
Taxation | (75,211) | 299,804 | - | (78,213) |
Dividend received | - | - | (949,267) | (327,440) |
Operating cashflow before movements in working capital | 908,360 | 1,573,175 | (251,979) | (204,071) |
Movement in trade and other receivables | 260,126 | (129,965) | (2,260,101) | (24,180) |
Movement in trade and other payables | 1,132,597 | 260,765 | 6,161,868 | (5,784) |
Movement in inventories | (109,668) | 66,480 | - | - |
Tax (paid)/received | (326,317) | (218,263) | 78,213 | 71,521 |
Net cash generated/(used in) from operating activities | 1,864,998 | 1,552,192 | 3,728,001 | (162,514) |
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment | (2,265,355) | (1,559,393) | - | - |
Proceeds from sale of property, plant & equipment | 5,542 | 12,545 | - | - |
Received from equity accounted investees | - | - | - | - |
Purchase of subsidiary | (4,318,140) | (237,371) | (4,278,001) | (246,500) |
Cash acquired on purchase of subsidiaries | 811,379 | - | - | - |
Interest received | 19,576 | 48,365 | - | - |
Interest paid | (1,914) | (6,233) | - | - |
Dividend received | - | - | 949,267 | 327,440 |
Dividend paid | (449,267) | (327,440) | (449,267) | (327,440) |
Net cash (used in) investing activities | (6,198,079) | (2,069,527) | (3,778,001) | (246,500) |
Cash flows from financing activities |
|
|
|
|
Repayment of loans | - | (450,000) | - | - |
Share placing | - | 8,629,405 | - | 8,629,407 |
HP financing | 72,709 | - | - | - |
Share capital raised | 50,000 | - | 50,000 | - |
Movements in amounts owed by group companies | - | - | - | (8,216,893) |
Net cash generated from financing activities | 122,709 | 8,179,405 | 50,000 | 412,512 |
Net change in cash and cash equivalents | (4,210,372) | 7,662,070 | - | 3,500 |
Cash and cash equivalents at start of period | 9,090,286 | 1,428,216 | 7,945 | 4,445 |
Cash and cash equivalents at end of period | 4,879,914 | 9,090,286 | 7,945 | 7,945 |
Notes to the financial statements
(forming part of the financial statements)
1. Accounting policies
Crawshaw Group Plc (the "Company") is a company incorporated and domiciled in the UK.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group") and equity account the Group's interest in associates and joint ventures. The parent company financial statements present information about the Company as a separate entity and not about its group.
Both the parent company financial statements and the Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). On publishing the parent company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements.
The current financial period is a 52 week period to 31 January 2016. The prior year was a 53 week period.
New IFRS and amendments to IAS and interpretations
The following amendments to standards are mandatory for the first time for the 52 week ended 31 January 2016, but do not have a material impact on the Group:
- IFRIC 21, 'Levies';
- Improvements 2011-13;
- Improvements 2010-12; and
- Amendment to IAS 19: Defined benefit plans: Employee contributions.
There are a number of standards and interpretations issued by the IASB that are effective for financial statements after this reporting period, including IFRS 9 'Financial instruments' effective for annual periods beginning on or after 1 January 2017 and IFRS 16 'Leases' effective for annual periods beginning on or after 1 January 2019.
The Group is in the process of assessing the impact that the application of these standards and interpretations will have on the Group's financial statements.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Change in subsidiary ownership and loss of control
Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognised along with any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
Joint arrangements
A joint arrangement is an arrangement over which the Group and one or more third parties have joint control. These joint arrangement are in turn classified as:
- Joint ventures whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities; and
- Joint operations whereby the Group has rights to the assets and obligations for the liabilities relating to the arrangement.
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity.
Application of the equity method to associates and joint ventures
Associates and joint ventures are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the total comprehensive income and equity movements of equity accounted investees, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group's share of losses exceeds its interest in an equity accounted investee, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an investee.
Joint operations
Where the Group is a party to a joint operation, the consolidated financial statements include the Group's share of the joint operations assets and liabilities, as well as the Group's share of the entity's profit or loss and other comprehensive income, on a line-by-line basis.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategy and Business Model on pages [5-6.] In addition, notes 19 and 20 set out the Group's objectives, policies and processes for managing its capital and exposures to credit and liquidity risk.
As highlighted in note 20, the Group meets its day to day working capital requirements through cash generated from operations and borrowings. Current cash headroom totals £4.8m.
The Group's forecasts and cash projections, taking account of reasonably possible changes in trading performance as a result of the uncertain economic conditions, show that the Group should be able to operate within its cash reserves.
Additional focus has been placed on cash flow management to ensure sufficient funding is in place to deliver our growth strategy. The Board have reviewed cash flow projections under a number of scenarios relating to the pace of store rollout and potential performance outcomes of those stores and have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
Classification of financial instruments issued by the Group
In applying policies consistent with IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group's own shares, the amounts presented in this financial information for called up share capital and share premium account exclude amounts in relation to those shares.
Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company's option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon approval by the Group's shareholders.
Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in profit or loss as accrued.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents and trade and other payables.
Trade and other receivables are recognised at stated cost less impairment losses. It is the Company's policy to review trade and other receivable balances for evidence of impairment at each reporting date. Any receivables which give significant cause for concern are written down to the best estimate of the recoverable amount.
Cash and cash equivalents comprise cash-in-hand and cash-at-bank.
Trade and other payables are recognised at stated cost.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Residual values of property, plant and equipment is assumed to be nil. Land is not depreciated. The estimated useful lives are as follows:
· Freehold property 2%
· Leasehold buildings in accordance with the lease term
· Leasehold improvements in accordance with the lease term
· Plant, equipment and vehicles 3-15 Years Straight Line Basis
Intangible assets and goodwill
Goodwill represents amounts arising on acquisition of businesses. In respect of business acquisitions that have occurred since 11 December 2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. Any impairment is then recognised immediately in profit or loss and is not subsequently reversed.
Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.
IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period. The Company elected not to restate business combinations in Crawshaw Butchers Limited that took place prior to 1 February 2006. In respect of acquisitions prior to 1 February 2006, goodwill is included at 1 February 2006 on the basis of its deemed cost, which represents the amount recorded under UK GAAP which was broadly comparable save that only separable intangibles were recognised and goodwill was amortised.
Amortisation
Amortisation is recognised in the statement of comprehensive income on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:
· Brand 20 years
Impairment
The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
For goodwill and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Calculation of recoverable amount
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax risk-free rate.
Trade and other receivables
Trade and other receivables are recognised at their fair value and thereafter at amortised cost less impairment charges.
Inventories
Inventories are stated at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost comprises purchase price and an allocation of production overheads. Net realisable value is estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Inventories are primarily goods for resale.
Cash and cash equivalents
Cash and cash equivalents comprise cash-in-hand and cash-at bank. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows.
Employee benefits
Defined contribution plans
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably
Revenue
Revenue is mainly derived from retail butcher activities, stated after trade discounts, VAT and any other sales taxes. Revenue from the sale of goods is recognised in the statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer, which is the time of retail sale to the customer. Where the Group sells to distributors, revenue from the sale of goods is recognised where there are no further obligations on the Group and when the associated economic benefits are due to the Group and the turnover can be reliably measured.
The Group does not receive any form of rebate from suppliers.
Expenses
Operating lease payments
Payments made under operating leases are recognised in the statement of comprehensive income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense. Lease incentives are recognised in the income statement on a straight-line basis over the term of the associated lease.
Net financing costs
Net financing costs comprise interest payable, finance charges on shares classified as liabilities, interest receivable on funds invested and dividend income.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the income statement on the date the entity's right to receive payments is established.
Borrowing costs
Borrowing costs are expensed in the consolidated statement of comprehensive income as incurred.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Bank loans, overdrafts and loan notes
Interest-bearing bank loans, overdrafts and loan notes are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in profit or loss using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
Segmental reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. Operating segments' operating results are reviewed regularly by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Directors consider each location to be a separate operating segment. The Directors have applied the provisions within IFRS 8 for aggregation of operating segments with similar risks and markets, to have one reportable segment. The Group's business operations are conducted exclusively in the UK so geographical segment reporting is not required.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial information in conformity with IFRS required management to make judgements, estimated and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expense. The estimates and underlying assumptions are reviewed on an ongoing basis.
The estimates associated with the assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both current and future periods.
The key sources of estimation uncertainty at the balance sheet date are:
· Share based payments (note 17)
· Deferred tax (note 13)
· Intangible assets in business combinations (note 10 and note 24)
Share based payments
The Group issues equity settled share based payments to certain employees. Equity settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value determined at the grant date of such equity settled share based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions (with a corresponding movement in equity).
Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value of the shares issued under the new Long Term Incentive Plan were valued on a discounted cash flow basis in conjunction with a third party valuation specialist.
2. Other operating income
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
RGV management charge |
|
|
| 12,000 | 12,000 |
Other |
|
|
| 17,143 | 6,678 |
Total |
|
|
| 29,143 | 18,678 |
The Group charges RGV Refrigeration a management charge each period for administration services. The Group has an investment in RGV Refrigeration, which is described further in note 11.
3. Expenses and auditor's remuneration
Included in operating profit are the following:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Depreciation of property, plant and equipment (owned) (note 9) |
|
|
| 788,906 | 397,436 |
Amortisation of intangible assets (note 10) |
|
|
| 135,880 | 34,680 |
Loss on sale of property, plant and equipment |
|
|
| 5,279 | 4,256 |
|
|
|
|
|
|
Auditor's remuneration: |
|
|
|
|
|
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Audit of these financial statements |
|
|
| 16,000 | 15,300 |
Amounts receivable by the auditors and their associates in respect of: |
|
|
|
|
|
Audit of financial statements of subsidiaries pursuant to legislation |
|
|
| 44,000 | 20,500 |
Other services relating to taxation |
|
|
| 56,000 | 7,100 |
Vat related and other Advisory services |
|
|
| 7,000 | 26,150 |
Total auditors' remuneration |
|
|
| 123,000 | 69,050 |
4. Staff numbers and costs
The average number of persons employed by the Company (including Directors) during the period, analysed by category, was as follows:
|
|
|
| Number of employees | |
|
|
|
| 2016 | 2015 |
Management |
|
|
| 5 | 5 |
Other |
|
|
| 447 | 291 |
|
|
|
| 452 | 296 |
The aggregate payroll costs of these persons were as follows:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Wages and salaries |
|
|
| 8,832,759 | 5,038,156 |
Social security costs |
|
|
| 489,010 | 417,870 |
Other pension costs |
|
|
| 56,044 | 56,044 |
|
|
|
| 9,377,813 | 5,512,070 |
5. Key management compensation
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Wages and salaries |
|
|
| 721,008 | 362,531 |
Company contributions to money purchase pension plans |
|
|
| 40,000 | 56,044 |
The Group considers key management personnel as defined in IAS24 'Related Party Disclosures' to be the Directors of the Group. The aggregate of emoluments and amounts receivable under long term incentive schemes of the highest paid Director was £305,239 (2015: £127,916). No company pension contributions were made on his behalf. The highest paid Director changed in the year. The highest paid Director in 2015 received pension contributions of £40,833.
|
|
|
| Number of Directors | |
|
|
|
| 2016 | 2015 |
Retirement benefits are accruing to the following number of Directors under: |
|
|
|
|
|
Money purchase schemes |
|
|
| 1 | 2 |
6. Finance and income expense
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Bank interest received |
|
|
| 19,576 | 48,365 |
Finance income |
|
|
| 19,576 | 48,365 |
Bank interest paid |
|
|
| 1,914 | 6,233 |
Finance expenses |
|
|
| 1,914 | 6,233 |
7. Income tax expense
Recognised in the income statement
The income tax expense is based on the estimated effective rate of taxation on trading for the period and represents:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Current tax |
|
|
| 16,571 | 206,772 |
Adjustments for prior year |
|
|
| (141,711) | (40,093) |
|
|
|
| (125,140) | 166,679 |
Deferred tax: |
|
|
|
|
|
Origination and reversal of timing differences |
|
|
| (14,122) | 84,710 |
Adjustments for prior year |
|
|
| 64,051 | 48,415 |
Effect of rate change |
|
|
| - | - |
|
|
|
| 49,929 | 133,125 |
Income tax (credit)/expense |
|
|
| (75,211) | 299,804 |
Reconciliation of effective tax rate
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
(Loss)/profit for the period |
|
|
| (269,404) | 894,594 |
Total Tax Expense |
|
|
| (75,211) | 299,804 |
Loss/(profit) excluding taxation |
|
|
| (344,615) | 1,194,398 |
Tax using UK Corporation tax rate of 23.167% |
|
|
| (69,499) | 254,801 |
Non-deductible expenses |
|
|
| 70,248 | 42,326 |
Adjustment in respect of prior years |
|
|
| (77,660) | 8,323 |
Tax not at standard rate |
|
|
| 1,700 | (5,646) |
Total tax (credit)/expense |
|
|
| (75,211) | 299,804 |
Adjustments for the prior year include a tax rebate of £148,000 due to an increased capital allowance claim following a review of our classification of capital spend. The principles agreed at this review will apply to our future capital investments.
The movement in deferred tax in the period includes the impact of deferred tax attributable to share based payments (note 17).
Reductions in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and to 18% (effective from 1 April 2020) were substantively enacted in November 2015. A further rate reduction to 17% (to be effective from 1 April 2020) was announced in the March 2016 Budget and is expected to be substantively enacted later this year.
This will reduce the Company's future current tax charge accordingly and reduce the deferred tax asset at 31 January 2016 which has been calculated based on the rate of 18% in line with the above.
8. Earnings per ordinary share
Basic earnings per ordinary share is calculated by dividing the earnings attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year of 78,845,870 (31 January 2015: 68,556,045).
The calculation of the basic and diluted earnings per share is based on the following data:
|
|
|
| 2016 | 2015 |
Earnings |
|
|
| £ | £ |
(Loss)/Earnings attributable to shareholders |
|
|
| (269,404) | 894,594 |
|
|
|
|
|
|
|
|
|
| 2016 | 2015 |
Number of shares |
|
|
| No. | No. |
Basic weighted average number of shares |
|
|
| 78,845,870 | 68,556,045 |
Dilutive potential ordinary shares |
|
|
| - | - |
Total |
|
|
| 78,845,870 | 68,556,045 |
|
|
|
|
|
|
Earnings per share |
|
|
| 2016 | 2015 |
Basic |
|
|
| (0.342) | 1.305 |
In both years the share options were anti-dilutive due to:
- For 2016 the Group reported a loss for the year.
- For 2015 the options were out of the money.
9. Property, plant and equipment
|
| Land and Buildings |
|
| |
|
|
|
| Plant, |
|
| Assets under |
| Leasehold | equipment |
|
| construction | Freehold | improvements | and vehicles | Total |
| £ | £ | £ | £ | £ |
Cost |
|
|
|
|
|
Balance at 1 February 2015 | 79,500 | 815,379 | 4,706,185 | 2,087,608 | 7,688,672 |
Additions at cost | 345,483 | - | 278,366 | 1,641,506 | 2,265,355 |
Additions on acquisition | - | - | 78,664 | 620,412 | 699,076 |
Disposals | - | - | - | (23,760) | (23,760) |
Transfer | (79,500) | - | - | 79,500 | - |
Balance at 31 January 2016 | 345,483 | 815,379 | 5,063,215 | 4,405,266 | 10,629,343 |
Depreciation and impairment |
|
|
|
|
|
Balance at 1 February 2015 | - | 149,057 | 1,358,323 | 818,055 | 2,325,435 |
Depreciation charge for the year | - | 59,440 | 265,799 | 463,667 | 788,906 |
Depreciation on acquisition | - | - | 64,140 | 279,808 | 343,948 |
Disposals | - | - | - | (12,939) | (12,939) |
Balance at 31 January 2016 | - | 208,497 | 1,688,262 | 1,548,591 | 3,445,350 |
Net book value |
|
|
|
|
|
At 31 January 2016 | 345,483 | 606,882 | 3,374,953 | 2,856,675 | 7,183,993 |
At 31 January 2015 | 79,500 | 666,322 | 3,347,862 | 1,269,553 | 5,363,236 |
There are no items of property, plant and equipment in the Company.
9. Property, plant and equipment continued
Prior year
|
| Land and Buildings |
|
| |
|
|
|
| Plant, |
|
| Assets under |
| Leasehold | equipment |
|
| construction | Freehold | improvements | and vehicles | Total |
| £ | £ | £ | £ | £ |
Cost |
|
|
|
|
|
Balance at 1 February 2014 | 40,745 | 815,379 | 3,472,805 | 1,833,169 | 6,162,098 |
Additions at cost | 79,500 | - | 1,192,635 | 287,258 | 1,559,393 |
Addition on acquisition | - | - | - | 48,022 | 48,022 |
Disposals | - | - | - | (80,841) | (80,841) |
Transfer | (40,745) | - | 40,745 | - | - |
Balance at 31 January 2015 | 79,500 | 815,379 | 4,706,185 | 2,087,608 | 7,688,672 |
Depreciation and impairment |
|
|
|
|
|
Balance at 1 February 2014 | - | 110,508 | 1,149,074 | 732,457 | 1,992,039 |
Depreciation charge for the year | - | 38,549 | 209,249 | 149,638 | 397,436 |
Disposals | - | - | - | (64,040) | (64,040) |
Balance at 31 January 2015 | - | 149,057 | 1,358,323 | 818,055 | 2,325,435 |
Net book value |
|
|
|
|
|
At 31 January 2015 | 79,500 | 666,322 | 3,347,862 | 1,269,553 | 5,363,237 |
At 31 January 2014 | 40,475 | 704,871 | 2,323,731 | 1,100,712 | 4,170,059 |
10. Intangible assets
|
| Other |
|
|
|
|
| intangibles | Goodwill | Brand | Total |
|
| £ | £ | £ | £ |
Group |
|
|
|
|
|
Cost or deemed cost |
|
|
|
|
|
At 1 February 2015 |
| 214,247 | 7,205,958 | 693,558 | 8,113,763 |
Assets Acquired Gabbotts Farm Limited (See Note 25) |
| 151,000 | 3,383,705 | - | 3,534,705 |
Balance at 31 January 2016 |
| 365,247 | 10,589,663 | 693,558 | 11,648,468 |
Amortisation and impairment |
|
|
|
|
|
At 1 February 2015 |
| 214,247 | - | 270,211 | 484,458 |
Amortisation charge for the year |
| 101,200 | - | 34,680 | 135,780 |
Balance at 31 January 2016 |
| 315,447 | - | 304,891 | 620,338 |
Net book value |
|
|
|
|
|
At 31 January 2016 |
| 49,800 | 10,589,663 | 388,667 | 11,028,130 |
At 31 January 2015 |
| - | 7,205,958 | 423,347 | 7,629,305 |
Prior year
|
| Other |
|
|
|
|
| intangibles | Goodwill | Brand | Total |
|
| £ | £ | £ | £ |
Group |
|
|
|
|
|
Cost or deemed cost |
|
|
|
|
|
At 31 January 2014 |
| 214,247 | 7,028,657 | 693,558 | 7,936,462 |
Additions from Acquisitions |
| - | 177,301 | - | 177,301 |
Amortisation and impairment |
|
|
|
|
|
At 1 February 2014 |
| 214,247 | - | 235,531 | 449,778 |
Amortisation charge for the year |
| - | - | 34,680 | 34,680 |
Balance at 31 January 2015 |
| 214,247 | - | 270,211 | 484,458 |
Net book value |
|
|
|
|
|
At 31 January 2015 |
| - | 7,205,958 | 423,347 | 7,629,305 |
At 31 January 2014 |
| - | 7,028,657 | 458,027 | 7,486,684 |
There are no intangible assets within the Company.
Goodwill is tested for impairment annually.
Acquired brand values were calculated using the royalty relief approach and are amortised over 20 years. The remaining amortisation period is eleven years and two months.
The amortisation and impairment charge is recognised in the following line items in the consolidated statement of comprehensive income:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Administrative expenses |
|
|
| 135,880 | 34,680 |
Impairment testing
Goodwill arose on the Group's original acquisition of Crawshaw Butchers Limited and on the subsequent acquisitions of East Yorkshire Beef Limited in June 2014 and Gabbotts Farm Limited in April 2015. The carrying value of goodwill is allocated against the stores which were trading in each business at the time of acquisition.
Each store is treated as a separate cash generating unit with the stores trading in each business at the time of acquisition defined as the 'relevant group of CGUs' for the purposes of impairment testing.
The goodwill supported by the expected future cash flows of each relevant group of CGUs as at 31 January 2016 is as follows:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Crawshaw Butchers Limited (at acquisition) |
|
|
| 7,028,657 | 7,028,657 |
East Yorkshire Beef Limited |
|
|
| 177,301 | 177,301 |
Gabbotts Farm Limited |
|
|
| 3,383,705 | - |
The recoverable amount of Crawshaw Butchers Ltd, East Yorkshire Beef Limited and Gabbotts Farm Limited acquisition has been calculated with reference to their value in use. The Group prepares cash flow forecasts derived from the most recent financial budgets and projections approved by management for the next five years and assuming an estimated long term annual growth rate of 2.0% for the subsequent 25 years (2015: 2.0%).
The financial budgets and projections are based on past experience and actual operating results. The growth rates for the five year period are based on current performance of the existing store and product mix. The Directors believe that the long-term growth rate does not exceed the average long-term growth rate for the UK economy, the principal geographic area in which Crawshaws operates.
The Directors estimate the discount rates using the post-tax rates that reflect the current market assessments of the time value of money and the risks specific to the cash-generating unit. In the current year the Directors estimate the applicable pre-tax rate to be 13.3% (2015: 15.0%).
The Directors modelled a range of different scenarios by applying sensitivities to both the cash flow assumptions and the discount rate. Based on the sensitivity analysis there is significant headroom between the value in use calculation and the carrying value of the CGU.
11. Investments in equity accounted investees
|
|
|
| Group | Group |
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Non-current |
|
|
|
|
|
Investment in equity accounted investees |
|
|
| 125,444 | 106,424 |
Other investments comprise a 50% share in RGV Refrigeration, a joint venture between Crawshaw Butchers Limited and Mr M Hornsby. The principal place of business for RGV Refrigeration is Unit 4, Sandbeck Way, Hellaby Industrial Estate, Rotherham S66 8QL. The last year end being 30 September 2015. The Group does not exert control over the entity.
The carrying value of investments in equity accounted investees includes £19,020 (2015: £26,424) of outstanding dividend declared by RGV Refrigeration.
12. Other investments
|
|
|
| Company | Company |
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Non-current |
|
|
|
|
|
Investment in Crawshaw Butchers Ltd |
|
|
| 12,047,000 | 11,700,000 |
Investment in East Yorkshire Beef Ltd |
|
|
| 246,500 | 246,500 |
Investment in Gabbotts Farm Ltd |
|
|
| 4,278,001 | - |
Total |
|
|
| 16,571,501 | 11,946,500 |
13. Deferred tax liabilities
Recognised deferred tax liabilities
Deferred tax liabilities are attributable to the following:
|
|
|
| Group | Group |
|
|
|
| liabilities | liabilities |
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Plant and equipment |
|
|
| 549,564 | 450,777 |
Intangible assets - brand |
|
|
| 68,211 | 82,726 |
Temporary Differences |
|
|
| - | (1,523) |
|
|
|
| 617,775 | 531,980 |
Movement in deferred tax during the year
|
|
|
| Recognised |
|
|
| 31 January | Acquired in | in income | 31 January |
|
| 2015 | the period | current year | 2016 |
|
| £ | £ | £ | £ |
Plant and equipment |
| 450,777 | 36,066 | 62,721 | 549,564 |
Deferred tax relating to intangible assets - brand |
| 82,726 |
| (14,515) | 68,211 |
Temporary differences |
| (1,523) |
| 1,523 | - |
|
| 531,980 | 36,066 | 49,729 | 617,775 |
14. Inventories
|
|
|
| Group | Group |
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Finished goods |
|
|
| 1,013,452 | 640,400 |
Finished goods recognised as cost of sales in the year amounted to £20,356,001 (2015: £13,698,483).
15. Trade and other receivables
|
| Group | Group | Company | Company |
|
| 2016 | 2015 | 2016 | 2015 |
|
| £ | £ | £ | £ |
Trade receivables |
| 54,232 | 167,517 | - | - |
Other tax and social security |
| 74,454 | 452 | - | - |
Prepayments and accrued income |
| 463,030 | 315,431 | - | 25,289 |
Amounts owed from group undertakings |
| - | - | 2,733,367 | 6,562,604 |
Corporation tax recoverable |
| 134,440 | - | 51,022 | 78,213 |
|
| 726,156 | 483,400 | 2,784,389 | 6,666,106 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Aged analysis of trade receivables
| 31 January 2016 | 31 January 2015 | ||||
|
| Provision |
|
| Provision |
|
| Gross | for doubtful | Net trade | Gross | for doubtful | Net trade |
| receivables | debt | receivables | receivables | debt | receivables |
| £ | £ | £ | £ | £ | £ |
Not past due | 30,102 | - | 30,102 | 137,282 | - | 137,282 |
Up to 1 month past due | 33,152 | (9,022) | 24,130 | 24,628 | (2,199) | 22,429 |
Over 1 month past due | 3,141 | (3,141) | - | 17,770 | (9,964) | 7,806 |
| 66,395 | (12,163) | 54,232 | 179,680 | (12,163) | 167,517 |
Provision for doubtful debt |
|
|
|
| £ |
Provision at 31 January 2015 |
|
|
|
| (12,163) |
Created during the year |
|
|
|
| 9,022 |
Utilised during the year |
|
|
|
| - |
Released during the year |
|
|
|
| (9,022) |
Provision at 31 January 2016 |
|
|
|
| (12,163) |
16. Trade and other payables
|
| Group | Group | Company | Company |
|
| 2016 | 2015 | 2016 | 2015 |
|
| £ | £ | £ | £ |
Current: |
|
|
|
|
|
Trade payables |
| 3,019,126 | 1,735,848 | - | - |
Other creditors and accruals |
| 1,306,443 | 588,906 | 104,408 | 6,145 |
Corporation Tax |
| - | 213,025 | - | - |
|
| 4,325,569 | 2,537,779 | 104,408 | 6,145 |
Non-current: |
|
|
|
|
|
Accruals |
| 279,088 | 272,265 | - | - |
|
| 279,088 | 272,265 | - | - |
Trade payables and other creditors comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the carrying amount of trade payables approximates to their fair value.
Non-current accruals relate to reverse lease premiums and rent free periods, which are credited to the income statement on a straight-line basis over the lease term.
17. Employee benefits
Pension plans
Defined contribution plans
The Group operates a defined contribution pension plan. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period. Pension costs for the defined contribution scheme are as follows:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Defined contribution scheme |
|
|
| 1,595 | 1,595 |
Share Based Payments
Share Options
Share options were granted post reverse acquisition on 14 April 2008 to key employees of the enlarged group, Crawshaw Group Plc. In line with the scheme rules, options for employees who leave the business lapse after six months.
The share options in issue all relate to ordinary shares of 5p and are to be settled by the physical delivery of shares are as follows:
Date granted | Exercise price | Number of options at 1 Feb 2015 | Granted in period | Exercised in period | Lapsed in period | Number of options at 31 Jan 2016 | Exercise period | |
14 April 2008 | 42.5p | 823,528 | - | (117,647) | - | 705,881 | 14 April 2008to 14 April 2018 |
|
9 July 2015 | 59.5p | - | 140,335 | - | - | 140,335 | 9 July 2015 to 9 July 2025 |
|
4 January 2016 | 82.5p | - | 72,727 | - | - | 72,727 | 4 January 2016to 4 January 2026 |
|
During the year the Group recognised a charge of £12,592 (2015: £nil) in relation to equity settled share options in the income statement.
Long term incentive plan
Shares were granted under the Crawshaw Group Plc Long-Term Incentive Plan on 24 April 2015 which entitles employees to equity instruments in Crawshaw Butchers Limited. The shares are 'growth shares' in a subsidiary, Crawshaw Butchers Ltd, but have value linked to the market capitalisation of Crawshaw Group Plc. Shareholders are entitled to a maximum pool of 10% of the growth in value of the market capitalisation of Crawshaw Group Plc over the hurdle rate, where the hurdle rate is set as a premium of 15% to market capitalisation immediately prior to the award of the shares.
Shareholders have the option to "put" their Eligible Put Shares on the occurrence of the following events:
- The First and Second Put Dates: Shareholders can put 1/6th of their Shares from the first anniversary of the date of grant and a further 1/6th of their Shares from the second anniversary of the date of grant.
- The achievement of the Performance Conditions: Shareholders can put 1/3rd of their Shares once the market capitalisation of Crawshaw Butchers has increased by 50% since the date of grant. In addition, shareholders can put a further 1/3rd of their Shares once the market capitalisation of Crawshaw Butchers has increased by 100% since the date of grant.
- On a voluntary winding up or change of control of Crawshaw Group Plc.
The fair value of the awards is determined by using the Monte Carlo model and allowance has been made for the following assumptions: Expected exercise date, expected volatility of total shareholder return, expected future dividends and the risk free rate of interest. 100,000 simulations were used in the Monte Carlo model and set out below is a summary of the key data.
Date of Grant |
|
|
|
| 24 April 2015 |
Ave Share price in period prior to grant |
|
|
|
| 53.1p |
Volatility of TSR for the Company |
|
|
|
| 60% pa |
Dividend Yield |
|
|
|
| 1% pa |
Risk Free rate of Interest |
|
|
|
| 1.75% pa |
Exercise pattern |
|
|
|
| Uniform from 2 to 10 years or when performance condition met if later |
The expected Volatility is wholly based on the historic volatility simulated over differing time periods to the date of grant.
The share based payment charge will be adjusted each financial year to reflect expected and actual achievement of non-market based vesting conditions. The total expense for the period between 24 April and 31 January 2016, is £347,000.
The total share based payment charge recognized in the Statement of Comprehensive Income is £359,592 being £12,592 for the share option schemes in operation and £347,000 for the long term incentive plan.
18. Loans and borrowings - Group
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Hire Purchase |
|
|
| 72,709 | - |
19. Financial instruments
The Group's principal financial instruments comprise cash and trade creditors. The main purpose of these financial instruments is to raise finance for the Group's operations.
The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Interest rate risk
The Group has paid all bank facilities mitigating any risk in interest rate variability.
Credit risk
The Group's principal financial assets are cash and receivables. The Group's credit risk is primarily attributable to trade receivables. Trade receivables are included in the balance sheet net of a provision for doubtful receivables, estimated by the Group's management based on prior experience and their assessment of current economic conditions.
At the balance sheet date, the Directors consider there to be no significant credit risk.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of cash and bank facilities. The cash generative nature of the business is forecast to continue and the bank facilities have been paid in full. The Directors are confident that there will continue to be sufficient headroom to cover liquidity risk.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect of netting agreements:
Contractual Cash Flows
|
| 2016 | 2015 | ||
|
| 1 year or less | 1 year or more | 1 year or less | 1 year or more |
|
| £ | £ | £ | £ |
Non-derivative financial liabilities |
|
|
|
|
|
Secured bank loans |
| - | - | - | - |
Finance lease liabilities |
| 37,710 | 34,999 | - | - |
Unsecured bank facility |
| - | - | - | - |
Shares classified as debt |
| - | - | - | - |
Bank overdrafts |
| - | - | - | - |
Trade and other payables |
| 4,325,569 | 279,088 | 2,537,779 | 272,265 |
Total |
| 4,363,279 | 314,087 | 2,537,779 | 272,265 |
Effective interest rates
In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they mature or, if earlier, are repriced.
|
|
|
|
| 5 years |
| Effective | < 1 year | 1 to < 2 years | 2 to < 5 years | and over |
Financial Instrument | interest rate | £ | £ | £ | £ |
Cash | 1.0% | 4,879,914 | - | - | - |
Overdraft | - | - | - | - | - |
20. Capital management
The capital structure of the Group is a mixture of (i) net cash made up of cash balances and (ii) equity comprising issued share capital and reserves as detailed in the Statements of Changes in Shareholders Equity.
The Group's primary objective is to safeguard its ability to continue as a going concern, through the optimisation of the debt and equity balance, and to maintain a strong credit rating and headroom. The Group manages its capital structure through detailed management forecasts and clear authorization procedures for significant capital expenditure. The Board makes appropriate decisions in light of the current economic conditions and strategic objectives of the Group.
There has been no change in the objectives, policies or processes with regards to capital management during the periods ended 31 January 2016 and 31 January 2015.
21. Capital commitments
The Group had no capital commitments at the current and preceding year ends.
22. Operating leases
Non-cancellable operating lease rentals are payable as follows:
|
| Group | Group | Company | Company |
|
| 2016 | 2015 | 2016 | 2015 |
|
| £ | £ | £ | £ |
Less than one year |
| 1,312,234 | 802,330 | - | - |
Between one and five years |
| 4,498,363 | 284,098 | - | - |
More than five years |
| 3,186,420 | 2,348,439 | - | - |
Total |
| 8,997,017 | 3,434,867 | - | - |
The Company leases a number of retail outlets, warehouse and factory facilities under operating leases. Land and buildings have been considered separately for lease classification. During the year £1,342,318 (2015: £943,156) was recognised as an expense in the income statement in respect of operating leases.
23. Related party transactions
Transactions with key management personnel
The Board and certain members of senior management are related parties within the definition of IAS 24 (Related Party Disclosures). Summary information of the transactions with key management personnel is provided in note 5. There is no difference between transactions with key management personnel of the Company and the Group.
Transactions with subsidiaries
The Company has entered into transactions with its subsidiary undertakings in respect of the following: provision of Group services (including senior management, IT, accounting, purchasing and legal services). Recharges are made to subsidiary undertakings for intra- group balances, based on their amount and interest rates set by Group management.
During the year these charges amounted to:
|
|
|
| 2016 | 2015 | |
|
|
|
| £ | £ | |
Management charges |
|
|
| - | 200,000 | |
The amount outstanding from subsidiary undertakings to the Company at 31 January 2016 totalled £nil (2015: £nil). Amounts owed to subsidiary undertakings by the Company at 31 January 2016 totalled £0 (2015: £1,654,289).
The Company has suffered no expense in respect of bad or doubtful debts of subsidiary undertakings in the year (2015: £nil).
Transactions with jointly controlled entities
Crawshaw Butchers Limited, a subsidiary of the Company, holds a 50% share in a partnership which trades under the name of RGV Refrigeration. The operations of the partnership comprise of the maintenance and repair of refrigeration machinery for a variety of customers.
During the year the transactions amounted to:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Amounts received in respect of management charges |
|
|
| 12,000 | 12,000 |
Amounts paid in respect of repair and maintenance services |
|
|
| 98,056 | 202,129 |
The amount outstanding from jointly controlled entities to the Group at 31 January 2016 totalled £19,020 (2015: £26,424). Amounts owed joint ventures by the Group at 31 January 2016 totalled £27,959 (2015: £20,013).
The Group has suffered no expense in respect of bad or doubtful debts of jointly controlled entities in the year (2015: £nil).
Transaction with other related parties
The Group leases a property owned by The Colin Crawshaw Pension Scheme for factory facilities and paid rental fee of £13,500 in 2016 (2015: £13,500). Amounts owed to The Colin Crawshaw Pension Scheme by the Group at 31 January 2016 totalled £nil (2015: £nil).
24. Acquisition
On the 11 April 2015 the Company acquired the entire share capital of Gabbotts Farm Ltd for a total consideration of £4.3 million in cash.
The acquisition has been accounted for under the acquisition method of accounting. The provisional fair value of net assets acquired is £934,435 Goodwill of £3,383,705 has therefore arisen.
|
|
|
| Fair value |
|
|
|
| Book value | adjustments | Fair value |
|
|
| £ | £ | £ |
Net assets acquired |
|
|
|
|
|
Tangible fixed assets |
|
| 355,128 | - | 355,128 |
Intangible assets |
|
| - | 151,000 | 151,000 |
Current assets |
|
|
|
|
|
Stock |
|
| 263,384 | - | 263,384 |
Debtors |
|
| 352,308 | - | 352,308 |
Cash at bank and in hand |
|
| 881,379 | - | 881,379 |
Total assets |
|
| 1,852,199 | 151,000 | 2,003,199 |
Creditors |
|
| (997,998) | - | (997,998) |
Deferred tax liability |
|
| (36,066) | (34,700) | (70,766) |
Net assets |
|
| 818,135 | 116,300 | 934,435 |
Cash consideration |
|
|
|
| 4,318,140 |
Goodwill arising on acquisition |
|
|
|
| 3,383,705 |
Fair value adjustments were made in respect of acquired intangible assets and the associated deferred tax impact following valuation by City Valuation Advistory Ltd.
The intangible fixed assets acquired relate to the Gabbotts Farm brand and a 2 year non-compete clause entered into with the previous owners of Gabbotts Farm Limited. The intangible asset relating to the Gabbotts farm brand has been fully amortised in the year following a phased rebranding of the stores to the Crawshaws fascia. The non-complete element element of the intangible asset acquired is being amortised over the 2 year term of the agreement.
The goodwill arising on acquisition arises through the expected buying synergies of the business combination, the complementary geographic coverage it affords and the fixed infrastructure that enables our further expansion into the North West of England.
The acquired business generated a revenue of £10m and profit before tax of £0.7m in the post-acquisition period. For the year ended 31 January 2016 the acquired business generated revenue of £12m and profit before tax of £0.8m.
25. Exceptional costs
Exceptional costs are defined as one off costs incurred in the year which are of a non-recurring nature.
Exceptional costs incurred:
|
|
|
| 2016 | 2015 |
|
|
|
| £ | £ |
Legal and professional fees in relation to Gabbotts Farm acquisition |
|
|
| 105,367 | - |
26. Subsidiary undertakings
At 31 January 2016 Crawshaw Group PLC had the following subsidiary undertakings:
Crawshaw Holdings Limited - United Kingdom - Non-trading subsidiary
Crawshaw Butchers Limited - United Kingdom - Retail Butchers
East Yorkshire Beef Limited - United Kingdom - Retail Butchers
Gabbotts Farm (Retail) Limited - United Kingdom - Retail Butchers
Gabbotts Farm Ltd - United Kingdom - Non-trading subsidiary
MeatMart Ltd - United Kingdom - Non-trading subsidiary
The shareholdings were 100% of the subsidiary undertakings' ordinary and preference shares. Each of the subsidiaries is included in the consolidated financial statements.
27. Ultimate parent company
The Company is the ultimate parent company of the Group.
No other group financial statements include the results of the Company.
28. Annual report
The Group's Annual Report and Financial Statements for the 52 weeks ended 31 January 2016 were approved on 26 April 2016 and are expected to be posted to shareholders, along with the Group's Notice of Annual General Meeting ("AGM") and related form of proxy, on 17 May 2016. The AGM will be held at 12 noon on Wednesday 29 June at the Company's registered offices, Unit 4, Hellaby Industrial Estate, Sandbeck Way, Rotherham, S66 8QL.
Further copies will be available to download from the Company's website at: www.crawshawbutchers.com and will also be available from the companies office address, as above.
Related Shares:
Crawshaw Group