TIDMCRAW
RNS Number : 8075K
Crawshaw Group PLC
27 April 2010
Crawshaw Group PLC
Final Results
Crawshaw Group PLC ( "the Company"), the meat focussed retailer, today reports
its audited results for the year ended 31 January, 2010.
Highlights
· Total sales for the year to 31st January, 2010 increased by over 18% to
GBP19m (2009 : GBP16m).
· Like for like sales down 8% driven by customers switching to lower priced
products due to the recession.
· Gross profit up 20% to GBP8.2m (2009 : GBP6.8m) primarily due to increased
turnover but also because gross margins increased versus the prior year.
· Operating profit reduced to GBP318k (2009 : GBP854k), excluding exceptional
items, as operating costs are higher than the prior year due to the full year
impact of new store openings and plc related expenses.
· Net debt reduced to GBP0.9m (2009 : GBP2.7m)
· Cash generated by operating activities GBP0.6m (2009 : GBP0.3m).
+-------------------------------+-------------------------------+
| For further information, | |
| please contact: | |
| | 01709 369 602 |
| Crawshaw Group PLC | |
+-------------------------------+-------------------------------+
| Lynda Sherratt | |
+-------------------------------+-------------------------------+
| | |
+-------------------------------+-------------------------------+
| WH Ireland Limited (Nominated | |
| Adviser) | |
+-------------------------------+-------------------------------+
| Robin Gwyn | 0161 832 2174 |
+-------------------------------+-------------------------------+
Chairman's Statement
Sales
Overall sales were up 18% to GBP19m (2009:GBP16m) versus last year as a result
of (i) the full year impact of the 5 stores opened between July 2008 and January
2009 plus (ii) the additional sales from the 2 new stores opened in April and
May 2009. It has however been a difficult year for our established stores with
an 8% reduction in like for like sales. Part of the reduction is due to some
transfer of business to new shops, and part of the sales underperformance, which
peaked in Q3, was driven by the impact of the recession causing customers to
switch into lower priced products.
I am pleased to report that customer feedback remains very positive with
continuing high scores for quality, service and value. Customer loyalty also
remains very high and this has undoubtedly contributed to our ability to slow
the like for like decline through the 4th quarter and beyond. Although our
customers have been spending a little less, we are delighted they have remained
loyal to our brand and continue to shop with us in increasing numbers.
We have taken a number of actions to drive performance through the second half
of the year. We re-profiled our product offering in certain areas in response
to the change in our customers buying habits, and worked hard to attract new
customers. We focused on "in store" customer service, and used sales promotions
to remind customers of the quality and the value of our products. I'm very
pleased to report that these initiatives worked well, resulting in improving
trends since Q3 in both sales and margin.
Additionally, we have further developed our hot and deli offerings, providing
our customers with greater variety and choice. This is a particularly
significant and successful part of our business.
Margin
We saw weak gross margins in the early months of the year as we grappled with
changing customer demand, finding it necessary to further promote many of our
lines. Once we established the new pattern of demand we were able to profile our
buying accordingly and as a result the gross margin since has strengthened very
considerably.
I am also pleased to say that margin performance at the new stores, after a
period of initial promotion, has also improved throughout the year to a level
where the full year margin performance was in line with that achieved in our
existing stores.
As a result gross profit is up 20% to GBP8.2m (2009: GBP6.8m) and the gross
margin strengthened to 43% (2009:42.5%).
Costs
Operating costs before exceptionals are 30% higher than the prior year due to
the full year impact of both new store openings and plc related expenses.
In addition to the new store costs we also have a full 12 months of plc related
expenses this year versus c.9 months last year due to the timing of the reverse
acquisition. All the pre-opening costs of new stores were fully expensed.
Overall we are managing costs well. Like for like wages and overheads such as
fuel, telecoms and stationary are all lower than last year.
Operating Profit and EBITDA
Operating profit was GBP318k (2009: GBP854k) before exceptional costs. Further
to the increases in operating costs described above we also continue to invest
in staff training, systems and quality control to support future growth and
efficiency.
EBITDA was GBP0.8m (2009: GBP1.1m)
No dividend is proposed.
Cash
Despite the slowdown in sales during the year we nonetheless generated GBP0.6m
(2009:GBP0.3m) of cash from operating activities. In addition to this we
generated GBP0.9m from the issue of share capital. Cash has been utilised on
the opening of new retail outlets, GBP0.6m, and on repaying loans of GBP1.5m.
Cash balances at the end of the reporting period are GBP0.8m (2009:GBP1.4m).
I am pleased to say that at the end of a difficult trading year net debt at
GBP0.9m has reduced from GBP2.7m reported at the end of the prior year. This has
been achieved by generating cash from operating activities, GBP0.6m, and raising
GBP1.9m of new share capital (of which GBP1m was by way of conversion of loan
notes), this is partly offset by working capital changes of GBP0.1m and capital
expenditure of GBP0.6m.
New stores
Since July 2008 we have opened 7 new stores and have now had sufficient time to
evaluate their performance. We opened a number of different formats: one small,
four medium and two larger sizes. The new larger format stores are showing an
outstanding performance on all measures - sales per sq ft, gross margin %,
return on capital, and bottom line contribution. The higher footfall such
stores command allow us to make a higher margin as wastage is reduced and staff
can operate more efficiently. Being the most profitable, this is the model we
would wish to roll out. The small and medium new stores are also contributing
but it would clearly make sense to focus on the format that yields the greatest
return. In time we also believe that the contribution of the smaller formats can
be brought up to a much higher level by centralising certain functions currently
performed locally - and at that stage a roll out of that format would also be
contemplated.
Food safety & stock control
We continue to recognise the importance of food safety and since the
implementation of our enhanced food safety management systems in 2008/9 the
Company operates the best standards of working practices.
We have recently implemented an integrated stock system to improve the
traceability of products from our suppliers, through our distribution centres
and on to our stores. This visibility and control is essential to ensuring that
we are selling quality product to meet the needs of our customers at all times.
We have also invested in Level 3 CIEH accredited food safety training for all
our retail and area managers - providing the business with the knowledge and
skills to ensure due diligence in key areas.
Outlook
The current financial year has started much more positively. Year to date
trading, for both existing and new stores, for the 12 weeks to 25th April 2010
is ahead of budget, and with a rather higher gross margin than the start of last
year, operating profit for the first 2 months of the year is significantly
ahead of the first 2 months of last year.
It is particularly pleasing that each one of our new stores is trading ahead of
plan and this gives us confidence to start planning for further sites. The
search has commenced and we are confident that the lessons learned over the last
18 months of new store openings will provide an excellent foundation for our
future expansion plans.
Richard Rose
Chairman
26th April, 2010
+---------------------------------------------------------------------------------------------------+
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 JANUARY 2010 |
| Year Year |
| ended ended |
| 31 31 |
| January January |
| 2010 2009 |
| Note GBP GBP |
| 18,953,855 16,044,771 |
| Revenue |
| Cost of sales (10,803,774) (9,221,902) |
| 8,150,081 6,822,869 |
| Gross profit |
| 3 7,530 12,420 |
| Other operating income |
| Administrative expenses (7,926,235) (7,501,617) |
| Operating profit before one-off 318,231 854,349 |
| costs |
| Exceptional Items 2 (86,855) (1,306,430) |
| Intangible impairment 2 - (214,247) |
| Operating profit/( loss) 231,376 (666,328) |
| 7 524 42,883 |
| Finance income |
| 7 (63,931) (235,715) |
| Finance expenses |
| Net finance expense (63,407) (192,832) |
| 25,461 13,414 |
| Share of profit of equity accounted |
| investees (net of tax) |
| 193,430 (845,746) |
| Profit/(Loss) before income tax |
| Income tax credit/(expense) 8 34,253 (118,977) |
| 227,683 (964,723) |
| Total recognized income/(expense) |
| for the period |
| Attributable to: |
| 227,683 (964,723) |
| Equity holders of the Company |
| 0.409p |
| Basic profit/(loss) per ordinary (2.21p) |
| share |
| Diluted profit/(loss) per ordinary 0.401p (2.21p) |
| share |
| |
+---------------------------------------------------------------------------------------------------+
+-------------------------------------------------------------------+
| Balance Sheets |
| At 31 January 2010 |
+-------------------------------------------------------------------+
+-----------------+------+------------+--------------------+-------------+-----------------+
| | | Group | Group | Company | Company |
+-----------------+------+------------+--------------------+-------------+-----------------+
| | Note | 2010 | 2009 | 2010 | 2009 |
+-----------------+------+------------+--------------------+-------------+-----------------+
| ASSETS | | GBP | GBP | GBP | GBP |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Non Current | | | | | |
| Assets | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Property, plant | | 4,491,872 | 4,231,603 | | - |
| and equipment | 10 | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Intangible | | | 7,720,084 | | - |
| assets - | 11 | 7,685,404 | | | |
| goodwill and | | | | | |
| related | | | | | |
| Acquisition | | | | | |
| intangibles | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Investment in | | 135,207 | 109,746 | | - |
| equity | 12 | | | | |
| accounted | | | | | |
| investees | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Investments in | | | | 11,700,000 | 11,700,000 |
| Subsidiaries | 13 | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total Non | | 12,312,483 | 12,061,433 | 11,700,000 | 11,700,000 |
| Current Assets | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Current Assets | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Inventories | 15 | 484,998 | 461,521 | | |
| | | | | | - |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Trade and other | 16 | 409,429 | 447,528 | 6,650,487 | 4,732,966 |
| receivables | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Cash and cash | | 800,381 | 1,463,545 | - | - |
| equivalents | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total Current | | 1,694,808 | 2,372,594 | 6,650,487 | 4,732,966 |
| Assets | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total Assets | | 14,007,291 | 14,434,027 | 18,350,487 | 16,432,966 |
+-----------------+------+------------+--------------------+-------------+-----------------+
| | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| SHAREHOLDERS' | | | | | |
| EQUITY | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Share capital | 19 | 2,890,940 | 2,334,009 | 2,890,940 | 2,334,009 |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Share premium | 19 | 6,317,618 | 4,981,049 | 6,317,618 | 4,981,049 |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Reverse | | 446,563 | 446,563 | - | - |
| acquisition | 19 | | | | |
| reserve | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Capital | | | 149,311 | | - |
| contribution | 19 | 149,311 | | - | |
| reserve | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Merger Reserve | 19 | - | | 10,140,000 | 10,140,000 |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Retained | 19 | (312,379) | (613,232) | (1,001,655) | (1,059,592) |
| earnings | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total | | | 7,297,700 | | |
| Shareholders' | | 9,492,053 | | 18,346,903 | 16,395,466 |
| Equity | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| LIABILITIES | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Non Current | | | | | |
| Liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Other payables | 17 | 122,375 | 100,289 | - | |
| | | | | | - |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Interest | | 1,740,000 | 1,950,000 | - | |
| bearing loans | 20 | | | | - |
| and borrowings | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Deferred tax | 14 | 485,342 | 457,233 | - | - |
| liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total Non | | 2,347,717 | 2,507,522 | - | - |
| Current | | | | | |
| Liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Current | | | | | |
| Liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Trade and other | 17 | 2,167,521 | 2,376,787 | 3,584 | 37,500 |
| payables | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Interest | | - | 2,252,018 | - | - |
| bearing loans | | | | | |
| and borrowings | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total Current | | 2,167,521 | 4,628,805 | 3,584 | 37,500 |
| Liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total | | 4,515,238 | 7,136,327 | 3,584 | 37,500 |
| Liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
| Total Equity | | 14,007,291 | 14,434,027 | 18,350,487 | 16,432,966 |
| and Liabilities | | | | | |
+-----------------+------+------------+--------------------+-------------+-----------------+
+----------+---------------------------------------------------------------------------------------------------------+-----------------+-----+-----+
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | | | |
| | Capital Total | | | |
| | Share Share Rev Acq Cont'n Retained Equity | | | |
| | Capital Premium Reserve Reserve Earnings GBP | | | |
| | GBP GBP GBP GBP GBP | | | |
| | Balance at 1 2,406,763 15,981,764 (18,175,942) 119,696 296,599 628,880 | | | |
| | February 2008 | | | |
| | Loss for the - - - - (964,723) (964,723) | | | |
| | Period | | | |
| | Share Based - - - - 54,892 54,892 | | | |
| | Payments | | | |
| | Issue of - 489,263 1,805,263 | | | |
| | shares to 1,316,000 - - | | | |
| | effect reverse | | | |
| | acquisition | | | |
| | Issue of 244,000 - 1,583,567 - - 1,827,567 | | | |
| | shares (for | | | |
| | Crawshaw | | | |
| | Holdings Ltd | | | |
| | preference | | | |
| | shares) | | | |
| | Proceeds of 533,333 3,382,873 - - - 3,916,206 | | | |
| | listing | | | |
| | Cancellation (2,166,087) (14,383,588) 16,549,675 - - - | | | |
| | of 0.9p | | | |
| | deferred | | | |
| | shares | | | |
| | Capital - - - 29,615 - 29,615 | | | |
| | contribution | | | |
| | Balance at 31 2,334,009 4,981,049 446,563 149,311 (613,232) | | | |
| | January 2009 7,297,700 | | | |
| | | | | |
| | Balance at 1 2,334,009 4,981,049 446,563 149,311 (613,232) 7,297,700 | | | |
| | February 2009 | | | |
| | Profit for the - - - - 227,683 227,683 | | | |
| | period | | | |
| | Share based - - - - 73,170 73,170 | | | |
| | payment | | | |
| | Loan note 294,118 705,882 - - - 1,000,000 | | | |
| | conversion | | | |
| | Issue of 262,813 630,687 - - - 893,500 | | | |
| | Shares | | | |
| | Balance at 31 2,890,940 6,317,618 446,563 149,311 9,492,053 | | | |
| | January 2010 (312,379) | | | |
| | | | | |
| | Cash Flow Statements | | | |
| | For the period ended 31 January 2010 | | | |
| | Group Group Company Company | | | |
| | Note Year Year Year Year | | | |
| | ended ended ended ended | | | |
| | 31 31 31 31 | | | |
| | January January January January | | | |
| | 2010 2009 2010 2009 | | | |
| | Cash flows from operating GBP GBP GBP GBP | | | |
| | activities | | | |
| | 227,683 (964,723) 57,937 (1,086,688) | | | |
| | Profit/(Loss) for the | | | |
| | period | | | |
| | Adjustments for: | | | |
| | 73,170 54,892 - - | | | |
| | Share based payments | | | |
| | charge | | | |
| | 384,979 259,570 - - | | | |
| | Depreciation and | | | |
| | amortisation | | | |
| | - 214,247 - - | | | |
| | Impairment of | | | |
| | intangibles | | | |
| | 11,845 12,817 - - | | | |
| | Loss on sale of property, | | | |
| | plant and equipment | | | |
| | 63,407 192,832 (287,712) - | | | |
| | Net financial charges | | | |
| | Share of profit of (25,461) (13,414) - - | | | |
| | equity accounted | | | |
| | investees (net of tax) | | | |
| | Taxation (34,253) 118,977 (37,477) - | | | |
| | Operating cashflow before 701,370 (124,802) (1,086,688) | | | |
| | movements in working (267,252) | | | |
| | capital | | | |
| | 100,460 (212,376) (1,880,044) (85,038) | | | |
| | Movement in trade and | | | |
| | other receivables | | | |
| | (187,180) 1,019,066 (33,916) (841,883) | | | |
| | Movement in trade and | | | |
| | other payables | | | |
| | Movement in inventories (23,477) (184,295) - - | | | |
| | Tax paid - (172,806) - - | | | |
| | Net cash (used in)/ 591,173 324,787 (2,181,212) (2,013,609) | | | |
| | generated from operating | | | |
| | activities | | | |
| | | | | |
| | Cash flows from investing | | | |
| | activities | | | |
| | Purchase of property, (644,863) (2,154,564) - - | | | |
| | plant and equipment | | | |
| | 22,450 3,860 - - | | | |
| | Proceeds from sale of | | | |
| | property,plant & | | | |
| | equipment | | | |
| | - - - - | | | |
| | Acquisition of | | | |
| | subsidiary, net of cash | | | |
| | acquired | | | |
| | - - - | | | |
| | Net cash recognised on 1,666,899 | | | |
| | reverse acquisition | | | |
| | 524 42,883 - | | | |
| | Interest received | | | |
| | (63,931) - - | | | |
| | Interest paid (206,100) | | | |
| | (685,820) (647,022) - | | | |
| | Net cash (used in)/ | | | |
| | generated by investing | | | |
| | activities | | | |
| | | | | |
| | Cash flows from financing | | | |
| | activities | | | |
| | - 3,916,206 - - | | | |
| | Proceeds from issue of | | | |
| | share capital(net of | | | |
| | issue costs) | | | |
| | Issue of Ordinary Shares 893,500 - 893,500 3,916,206 | | | |
| | (net of issue costs) | | | |
| | (1,462,018) (3,771,869) - | | | |
| | Repayment of loans | | | |
| | - 1,110,000 - - | | | |
| | Bank Loan | | | |
| | Movements in amounts owed - - 1,287,712 (4,519,298) | | | |
| | by group companies | | | |
| | (568,518) 1,254,337 2,181,212 (603,092) | | | |
| | Net cash (used in)/ | | | |
| | generated from financing | | | |
| | activities | | | |
| | (663,165) 932,102 - (2,616,701) | | | |
| | Net change in cash and | | | |
| | cash equivalents | | | |
| | 1,463,545 - 2,616,701 | | | |
| | Cash and cash equivalents 531,443 | | | |
| | at start of period | | | |
| | 800,380 1,463,545 - - | | | |
| | Cash and cash equivalents | | | |
| | at end of period | | | |
| | | | | |
+----------+---------------------------------------------------------------------------------------------------------+-----------------+-----+-----+
Notes to the financial statements
(forming part of the financial statements)
1. ACCOUNTING POLICIES
Background and basis of preparation
Both the consolidated and parent company financial statements have been prepared
in accordance with International Financial Reporting Standards as adopted by the
European Union (IFRSs)
BASIS OF CONSOLIDATION
The consolidated financial information includes the financial information of the
Company and its subsidiary undertakings made up to 31 January 2010 (together
referred to as the 'Group').
The results of the Group at 31 January 2009 comprise the results of Crawshaw
Holdings Limited for the year ended 31 January 2009 and those of Crawshaw Group
PLC from 11 April 2008. This is as a consequence of applying reverse acquisition
accounting arising from the Company, then named Felix Group PLC, becoming the
legal parent of Crawshaw Group Limited (which subsequently changed its name to
Crawshaw Holdings Limited) via a share for share exchange. Due to the relative
sizes of the companies, the former Crawshaw Holdings Limited became the majority
shareholders of the enlarged group. Following the transaction the Company's
continuing operations and executive management were predominantly those of
Crawshaw Holdings Ltd. Accordingly the substance of the combination was that
Crawshaw Holdings Ltd acquired Felix Group PLC in a reverse acquisition. Felix
Group PLC subsequently changed its name to Crawshaw Group PLC. However the
equity structure appearing in these financial statements reflects the equity
structure of the legal parent, including the equity instruments issued by the
legal parent to effect the combination.
The following new standards and amendments to standards are mandatory for the
first time for the financial year beginning 1 February 2009:
· IAS1 (revised),'Presentation of Financial Statements' requires a statement
of comprehensive income setting out all items of income and expense relating to
non-owner changes in equity. There is a choice between presenting comprehensive
income in one statement or two statements comprising an income statement and a
separate statement of comprehensive income. The Group has elected to present one
statement. In addition IAS1 (revised) requires the statement of changes in
shareholders' equity to be presented as a primary statement. The other revisions
to IAS1 have not had a significant impact on the presentation of the Group's
financial information.
· Amendment to IFRS2 (Share Based Payments) clarifies, amongst other
matters, the treatment of cancelled options. The impact is insignificant.
· IFRS8,'Operating Segments' replaces IAS14,'Segment Reporting' and requires
the disclosure of segment information on the same basis as the management
information provided to the Chief operating decision maker. The adoption of this
standard has not resulted in a change in the Group's reportable segment, being
retail butchery in the United Kingdom.
· IAS23 (revised) requires an entity to capitalise borrowing costs directly
attributable to the acquisition, construction and production of a qualifying
asset, as part of the cost of that asset. A qualifying asset is one that takes a
substantial period of time to get ready for use or sale. On the basis the
Group's new store openings have been funded principally by cash generated from
operations and through the issue of shares the impact is not expected to be
material.
At the date of approval of these financial statements the following Standards
and Interpretations were in issue and endorsed by the EU but not yet effective:
· Amendment to IAS32 'Classification of Rights Issues' (effective 1
February 2010)
· IFRIC 17 'Distribution of Non Cash Assets to Owners' (effective 1 July
2009)
· IFRIC 18 'Transfer of Assets from Customers' (effective 1 July 2009)
· IFRIC 19 'Extinguishing Financial Liabilities with Equity' (effective 15
July 2010)
The adoption of these Standards and Interpretations is not expected to have a
material impact
on the financial statements of the Group.
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 jointly controlled entities. 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 accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in this financial information.
Judgements made by the directors, in the application of these accounting
policies that have significant effect on the financial information and estimates
with a significant risk of material adjustment in the next period are discussed
below.
GOING CONCERN
The Group has currently in place borrowing facilities up to a maximum of
GBP1,840,000. These facilities are subject to financial performance covenants.
They consist of a mortgage of GBP840,000 and a revolving credit facility of
GBP1,000,000.
The revolving credit facility is due for renewal on 30th June 2011. The
Directors have reviewed the banking facilities available to the Group plus the
profit and cash forecasts of the Group with appropriate sensitivities around
operational performance. Accordingly the Directors consider that these
statements should be prepared on a going concern basis.
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.
ASSOCIATES AND JOINTLY CONTROLLED ENTITIES (equity accounted investees)
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. Joint ventures are those entities over whose
activities the Group has joint control, established by contractual agreement and
requiring unanimous consent for strategic financial and operating decisions.
Associates and jointly controlled entities 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 income and expenses and equity movements of equity
accounted investees, after adjustments to align the accounting policies with
those of the Group, 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 carrying amount of that interest (including any long-term
investments) is reduced to nil and the recognition of further losses is
discontinued except to the extent that the Group has an obligation or has made
payments on behalf of the investee.
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 estimateduseful 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 depreciation rates 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 10-25% on reducing
balance
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 profit and loss 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. 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 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 income statement when the significant risks and rewards of ownership have
been transferred to the buyer. 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.
EXPENSES
Operating lease payments
Payments made under operating leases are recognised in the income statement 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.
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
In the current year borrowing costs are expensed in the consolidated income
statement as incurred.
TAXATION
Tax on the profit or loss for the period comprises current and deferred tax. Tax
is recognised in the income statement 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
A segment is a distinguishable component of the Group that is engaged either in
providing related products or services (business segment), or in providing
products or services within a particular economic environment (geographical
segment), which is subject to risks and returns that are different from those of
other segments.
The directors have undertaken a review of the Group's continuing operations and
its associated
business risks and consider that the continuing operations should be reported as
a single
business segment. The directors consider that the continuing operations
represent one product
offering with similar risks and rewards and should be reported as a single
business segment in line
with the Group's internal reporting framework. The Group's business operations
are conducted
exclusively in the UK so a geographical segment report is not required. The
disclosures for the
primary segment are therefore given by the primary financial statements and
related notes.
SIGNIFICANT JUDGEMENTS AND ESTIMATES
The preparation of the financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. 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:
GOODWILL
Determining whether goodwill is impaired requires an estimation of the value in
use of the cash-generating unit(s) to which goodwill has been allocated. The
value in use calculation requires the entity to estimate the future cash flows
expected to arise from the cash-generating unit and a suitable discount rate in
order to calculate present value.
The carrying amount of goodwill at the balance sheet date was GBP7.1 million.
Details of the present value calculation are provided in note 11.
BRAND INTANGIBLES
The royalty relief approach is considered the most appropriate method to
determine the value of the brand. A royalty percentage of 1% has been applied
to revenue streams for the twenty years ended 31 January 2028 from the branch
network carrying the Crawshaw brand. These have then been discounted at 15.7%
to arrive at an initial carrying value of GBP693,558. This will be amortised
over the finite life of twenty years, with the amortisation charge being
included within administrative expenses.
2. EXCEPTIONAL ITEMS
+-------------------------------------------+---------+--------------+
| Exceptional costs in the period relate to | | |
+-------------------------------------------+---------+--------------+
| | 2010 | 2009 |
+-------------------------------------------+---------+--------------+
| | GBP | GBP |
+-------------------------------------------+---------+--------------+
| Refinancing costs | - | 254,908 |
+-------------------------------------------+---------+--------------+
| Acquisition costs | - | 1,051,522 |
+-------------------------------------------+---------+--------------+
| Directors Loss of Office | 86,855 | - |
+-------------------------------------------+---------+--------------+
| Intangible impairment related to reverse | - | 214,247 |
| acquisition | | |
+-------------------------------------------+---------+--------------+
| Refinancing costs are in relation to fees incurred on a |
| change in the Company's bankers. Acquisition costs and |
| intangible impairment relate to the reverse acquisition of |
| Felix Group PLC. A.Richardson resigned as a director of the |
| Company on 8th May 2009, compensation for loss of office and |
| associated legal costs total GBP86,855. |
+-------------------------------------------+---------+--------------+
3. OTHER OPERATING INCOME
+-+-------------------------------------+------------+--+--------+-----+----+
| | 2010 | 2009 | |
+---------------------------------------+---------------+--------------+----+
| | GBP | GBP | |
+---------------------------------------+---------------+--------------+----+
| RGV management charge | 4,000 | 12,000 | |
+---------------------------------------+---------------+--------------+----+
| Other | 3,530 | 420 | |
+---------------------------------------+---------------+--------------+----+
| TOTAL | 7,530 | 12,420 | |
+---------------------------------------+---------------+--------------+----+
| | | | |
+-+--------------------------------------------------+-----------+----------+
| | | | | | | |
+-+-------------------------------------+------------+--+--------+-----+----+
The Group charges RGV Refrigeration a management charge each period for
administration services. The Group has investment in RGV Refrigeration, which
is described further in note 12.
4. EXPENSES AND AUDITORS REMUNERATION
Included in operating profit are the following:
+-----------------------------------------+---------------+---------+
| | 2010 | 2009 |
+-----------------------------------------+---------------+---------+
| | GBP | GBP |
+-----------------------------------------+---------------+---------+
| | | |
+-----------------------------------------+---------------+---------+
| Depreciation of property, plant and | 349,873 | 224,892 |
| equipment (owned) | | |
+-----------------------------------------+---------------+---------+
| Amortisation of intangible assets (note | 34,680 | 34,678 |
| 11) | | |
+-----------------------------------------+---------------+---------+
| Loss on sale of property, plant and | 11,845 | 12,817 |
| equipment | | |
+-----------------------------------------+---------------+---------+
| | | |
+-----------------------------------------+---------------+---------+
Auditors' remuneration:
+------------------------------------------------+----------+----------+
| | 2010 | 2009 |
+------------------------------------------------+----------+----------+
| | GBP | GBP |
+------------------------------------------------+----------+----------+
| | | |
+------------------------------------------------+----------+----------+
| Audit of these financial statements | 12,500 | 12,500 |
+------------------------------------------------+----------+----------+
| | | |
+------------------------------------------------+----------+----------+
| Amounts receivable by the auditors and their | | |
| associates in respect of: | | |
+------------------------------------------------+----------+----------+
| Audit of financial statements of subsidiaries | 12,500 | 15,000 |
| pursuant to legislation | | |
+------------------------------------------------+----------+----------+
| Other services relating to taxation | 19,500 | 1,500 |
+------------------------------------------------+----------+----------+
| Services relating to corporate finance | - | 229,500 |
| transactions | | |
+------------------------------------------------+----------+----------+
| | | |
+------------------------------------------------+----------+----------+
| Total auditors' remuneration | 44,500 | 258,500 |
+------------------------------------------------+----------+----------+
| | | |
+------------------------------------------------+----------+----------+
5. 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 |
+-------------------------------------------+----------------------+
| | 2010 | 2009 |
+-------------------------------------------+----------+-----------+
| | | |
+-------------------------------------------+----------+-----------+
| Management | 5 | 7 |
+-------------------------------------------+----------+-----------+
| Other | 222 | 183 |
+-------------------------------------------+----------+-----------+
| | | |
+-------------------------------------------+----------+-----------+
| | 227 | 190 |
+-------------------------------------------+----------+-----------+
| | | |
+-------------------------------------------+----------+-----------+
The aggregate payroll costs of these persons were as follows:
+------------------------------------------+-----------+-----------+
| | 2010 | 2009 |
+------------------------------------------+-----------+-----------+
| | GBP | GBP |
+------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------+-----------+-----------+
| Wages and salaries | 4,110,605 | 3,332,696 |
+------------------------------------------+-----------+-----------+
| Social security costs | 335,836 | 272,129 |
+------------------------------------------+-----------+-----------+
| Other pension costs | 91,109 | 65,893 |
+------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------+-----------+-----------+
| | 4,537,550 | 3,670,718 |
+------------------------------------------+-----------+-----------+
6. KEY MANAGEMENT COMPENSATION
+------------------------------------------+----------+----------+
| | 2010 | 2009 |
+------------------------------------------+----------+----------+
| | GBP | GBP |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
| Wages and salaries | 382,625 | 341,551 |
+------------------------------------------+----------+----------+
| Company contributions to money purchase | 75,119 | 61,629 |
| pension plans | | |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
The Group considers key management personnel as defined in IAS24 'Related Party
Disclosures' to be the Directors of the Group. Detailed disclosures of
individual remuneration, pension entitlements and share options, for those
directors who served during the year, are given in the Report of the
Remuneration Committee on pages 12 to 13, these numbers have been audited. The
aggregate of emoluments and amounts receivable under long term incentive schemes
of the highest paid director was GBP60,202 (2009 :GBP 51,003), and company
pension contributions of GBP52,996 (2009 :GBP52,337) were made to a money
purchase scheme on his behalf. The share based payment charge of GBP73,170
(2009:GBP54,892) solely relates to option granted to the executive directors.
See note 18 for further details.
+------------------------------------------+----------+----------+
| | Number of directors |
+------------------------------------------+---------------------+
| | 2010 | 2009 |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
| Retirement benefits are accruing to the | | |
| following number of directors under: | | |
+------------------------------------------+----------+----------+
| Money purchase schemes | 2 | 2 |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
7. FINANCE AND INCOME EXPENSE
+------------------------------------------+----------+----------+
| | 2010 | 2009 |
+------------------------------------------+----------+----------+
| | GBP | GBP |
+------------------------------------------+----------+----------+
| Bank interest | 524 | 42,883 |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
| Financial income | 524 | 42,883 |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
| Bank interest | 46,226 | 103,269 |
+------------------------------------------+----------+----------+
| Loan note interest | 17,705 | 132,446 |
+------------------------------------------+----------+----------+
| Other finance costs | - | - |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
| Financial expenses | 63,931 | 235,715 |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
8. INCOME TAX EXPENSE
+-----------------------------------------+----------+------------------------+
| Recognised in the income statement | 2010 | 2009 |
| | | |
+-----------------------------------------+----------+------------------------+
| The income tax expense is based on the | GBP | GBP |
| estimated effective rate of taxation on | | |
| trading for the period and represents: | | |
+-----------------------------------------+----------+------------------------+
| Current tax | - | 53,560 |
+-----------------------------------------+----------+------------------------+
| | | |
+-----------------------------------------+----------+------------------------+
| Deferred tax: | | |
+-----------------------------------------+----------+------------------------+
| Origination and reversal of timing | 29,850 | 42,402 |
| differences | | |
+-----------------------------------------+----------+------------------------+
| Adjustments for prior year | (64,103) | 23,015 |
+-----------------------------------------+----------+------------------------+
| Sub Total | (34,253) | 65,417 |
+-----------------------------------------+----------+------------------------+
| Income tax (credit) /expense | (34,253) | 118,977 |
+-----------------------------------------+----------+------------------------+
+-----------------------------------------+----------+-----------+
| Reconciliation of effective tax rate | 2010 | 2009 |
+-----------------------------------------+----------+-----------+
| | GBP | GBP |
+-----------------------------------------+----------+-----------+
| Profit/(Loss) for the period | 227,683 | (964,723) |
+-----------------------------------------+----------+-----------+
| Total Tax Expense | (34,253) | 118,977 |
+-----------------------------------------+----------+-----------+
| Profit/(Loss) excluding taxation | 193,430 | (845,746) |
+-----------------------------------------+----------+-----------+
| Tax using UK Corporation tax rate of | 54,160 | (239,527) |
| 28% | | |
+-----------------------------------------+----------+-----------+
| Non-deductible expenses | 37,419 | 335,489 |
+-----------------------------------------+----------+-----------+
| Adjustment for prior years | (64,103) | 23,015 |
+-----------------------------------------+----------+-----------+
| Utilisation of tax losses | (61,729) | - |
+-----------------------------------------+----------+-----------+
| Total tax (credit)/expense | (34,253) | 118,977 |
+-----------------------------------------+----------+-----------+
9. 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 period of 55,686,461 (31/1/09:
43,711,390).
Diluted EPS is calculated by dividing the profit for the year attributable to
ordinary shareholders by the weighted average number of ordinary shares in issue
adjusted to assume conversion of all options from the start of the year, giving
a figure of 56,790,283.
10. PROPERTY, PLANT AND EQUIPMENT
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | Land and | | |
| | | Buildings | | |
+------------------+--------------+-------------------------+-----------------+-----------+
| | |Freehold | Leasehold |Plant,equipment | Total |
| | Asset | |improvements | and vehicles | |
| | under | | | | |
| |construction | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Cost | GBP | GBP | GBP | GBP | GBP |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 1 | 73,192 | 731,935 | 2,172,542 | 1,515,931 | 4,493,600 |
| February 2009 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Additions at | 510,194 | 756 | 56,905 | 76,582 | 644,437 |
| cost | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Disposals | - | - | - | (67,182) | (67,182) |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Transfer | (583,386) | - | 583,386 | - | - |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 31 | - | 732,691 | 2,812,833 | 1,525,331 | 5,070,855 |
| January 2010 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Depreciation and | | | | | |
| impairment | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 1 | - | 26,046 | 61,125 | 174,826 | 261,997 |
| February 2009 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Depreciation | | 14,123 | 182,890 | 152,860 | 349,873 |
| charge for the | | | | | |
| year | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Disposals | - | - | - | (32,887) | (32,887) |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 31 | - | 40,169 | 244,015 | 294,799 | 578,983 |
| January 2010 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Net book value | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| At 31 January | 73,192 | 705,889 | 2,111,417 | 1,341,105 | 4,231,603 |
| 2009 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| At 31 January | - | 692,522 | 2,568,818 | 1,230,532 | 4,491,872 |
| 2010 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
There are no items of property, plant and equipment in the Company.
For details of security given over property, plant and equipment see note 20.
PRIOR YEAR
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | Land and | | |
| | | Buildings | | |
+------------------+--------------+-------------------------+-----------------+-----------+
| | |Freehold | Leasehold |Plant,equipment | Total |
| | Asset | |improvements | and vehicles | |
| | under | | | | |
| |construction | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Cost | GBP | GBP | GBP | GBP | GBP |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 1 | - | 731,935 | 290,930 | 1,412,042 | 2,434,907 |
| February 2008 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Additions at | 73,192 | - | 1,881,612 | 199,758 | 2,154,562 |
| cost | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Disposals | - | - | - | (95,869) | (95,869) |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 31 | 73,192 | 731,935 | 2,172,542 | 1,515,931 | 4,493,600 |
| January 2009 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Depreciation and | | | | | |
| impairment | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 1 | - | 11,641 | 9,957 | 94,699 | 116,297 |
| February 2008 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Depreciation | - | 14,405 | 51,168 | 159,319 | 224,892 |
| charge for the | | | | | |
| year | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Disposals | - | - | - | (79,192) | (79,192) |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Balance at 1 | - | 26,046 | 61,125 | 174,826 | 261,997 |
| January 2009 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| Net book value | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| At 31 January | - | 720,294 | 280,973 | 1,317,343 | 2,318,610 |
| 2008 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| At 31 January | 73,192 | 705,889 | 2,111,417 | 1,341,105 | 4,231,603 |
| 2009 | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
| | | | | | |
+------------------+--------------+----------+--------------+-----------------+-----------+
11. INTANGIBLE ASSETS
+-------------------------------+-------------+-----------+---------+-----------+
| | Other | Goodwill | Brand | Total |
| |Intangibles | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Group | GBP | GBP | GBP | GBP |
+-------------------------------+-------------+-----------+---------+-----------+
| Cost or deemed cost | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 1 February 2009 and 31 | 214,247 | 7,088,657 | 693,558 | 7,996,462 |
| January 2010 | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Amortisation and impairment | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 1 February 2009 | 214,247 | - | 62,131 | 276,378 |
+-------------------------------+-------------+-----------+---------+-----------+
| Amortisation charge for the | - | - | 34,680 | 34,680 |
| period | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Balance at 31 January 2010 | 214,247 | - | 96,811 | 311,058 |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Net book value | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 31 January 2010 | - | 7,088,657 | 596,747 | 7,685,404 |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 31 January 2009 | - | 7,088,657 | 631,427 | 7,720,084 |
+-------------------------------+-------------+-----------+---------+-----------+
PRIOR YEAR
+-------------------------------+-------------+-----------+---------+-----------+
| | Other | Goodwill | Brand | Total |
| |Intangibles | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Group | GBP | GBP | GBP | GBP |
+-------------------------------+-------------+-----------+---------+-----------+
| Cost or deemed cost | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 1 February 2008 | - | 7,088,657 | 693,558 | 7,782,215 |
+-------------------------------+-------------+-----------+---------+-----------+
| Acquisitions through business | 214,247 | - | - | 214,247 |
| combinations | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Balance at 31 January 2009 | 214,247 | 7,088,657 | 693,558 | 7,996,462 |
+-------------------------------+-------------+-----------+---------+-----------+
| Amortisation and impairment | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 1 February 2008 | - | - | 27,453 | 27,453 |
+-------------------------------+-------------+-----------+---------+-----------+
| Amortisation charge for the | - | - | 34,678 | 34,678 |
| period | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Impairment losses for the | 214,247 | - | - | 214,247 |
| period - exceptional | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Balance at 31 January 2009 | 214,247 | - | 62,131 | 276,378 |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| Net book value | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 31 January 2009 | - | 7,088,657 | 631,427 | 7,720,084 |
+-------------------------------+-------------+-----------+---------+-----------+
| | | | | |
+-------------------------------+-------------+-----------+---------+-----------+
| At 31 January 2008 | - | 7,088,657 | 666,105 | 7,754,762 |
+-------------------------------+-------------+-----------+---------+-----------+
There are no intangible assets within the Company.
Goodwill is tested for impairment annually.
Other intangibles impaired in the prior period relates to the excess fair value
of consideration against net assets following the reverse acquisition of
Crawshaw Group PLC.
Acquired brand values are calculated using the royalty relief approach and are
amortised over twenty years. The remaining amortisation period is 17 years and 2
months.
Impairment testing
For the purpose of impairment testing, goodwill is allocated to the Group's
branch network, which represents the lowest level within the Group at which the
goodwill is monitored for internal management purposes. The cash generating
unit for the purpose of assessing the carrying value of goodwill is therefore
the branch network as a whole.
Intangible assets
The recoverable amount of the cash generating unit has been calculated with
reference to its value in use. The key assumptions for this calculation are
discount rates, growth rates and expected changes in selling prices and direct
costs.
Value in use was determined by discounting the future cash flows generated from
the continuing operations of the branch network over the next 30 years and was
based on the following key assumptions:
· Detailed 2 year management forecasts including expected changes to selling
prices and direct costs.
· A growth rate of 2% was assumed thereafter (28 years) which does not
exceed the long term average growth rate in the market.
· Cash flows were discounted using a post tax rate of 24.5 percent (2009:
22.3%), which was based on weighted average cost of capital, including a market
risk premium in line with industry guidance.
12. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES
+----------------------------+---------+---------+
| | Group | Group |
+----------------------------+---------+---------+
| | 2010 | 2009 |
+----------------------------+---------+---------+
| | GBP | GBP |
+----------------------------+---------+---------+
| Non-current | | |
+----------------------------+---------+---------+
| Investment in equity | 135,207 | 109,746 |
| accounted investees | | |
+----------------------------+---------+---------+
Other investments comprise a 50% share in RGV Refrigeration, a partnership
jointly owned by Crawshaw Butchers Limited and Mr M Hornsby. The Group does not
exert control over the entity. The Group accounts for the investment using the
equity method as detailed in note 2.
The carrying value of investments in equity accounted investees includes
GBP27,246 outstanding dividend declared by RGV Refrigeration.
13. OTHER INVESTMENTS
+----------------------------------------+------------+------------+
| | Company | Company |
+----------------------------------------+------------+------------+
| | 2010 | 2009 |
+----------------------------------------+------------+------------+
| | GBP | GBP |
+----------------------------------------+------------+------------+
| Non-current | | |
+----------------------------------------+------------+------------+
| Investment in Crawshaw Holdings Ltd | 9,872,433 | 9,872,433 |
+----------------------------------------+------------+------------+
| Loans to group undertakings | 1,827,567 | 1,827,567 |
+----------------------------------------+------------+------------+
| Total | 11,700,000 | 11,700,000 |
+----------------------------------------+------------+------------+
On 11th April 2008 the company acquired Crawshaw Holdings Limited via a share
for share exchange for a fair value consideration of GBP11.7 million,
representing the market value of shares at that date. As part of the
transaction, 1,827,567 preference shares of GBP1 were acquired in Crawshaw
Holdings Ltd. These shares were classified as debt within this company hence
this element of the transaction has been treated as an acquisition of debt.
14. DEFERRED TAX LIABILITIES
Recognised deferred tax liabilities
Deferred tax liabilities are attributable to the following:
+------------------------------------------------+---------------+
| | Group |
| | Liabilities |
+------------------------------------------------+---------------+
| | 2010 |
+------------------------------------------------+---------------+
| | GBP |
+------------------------------------------------+---------------+
| Plant and equipment | 362,430 |
+------------------------------------------------+---------------+
| Intangible assets - brand | 164,370 |
+------------------------------------------------+---------------+
| Temporary differences | (41,458) |
+------------------------------------------------+---------------+
| | 485,342 |
+------------------------------------------------+---------------+
Movement in deferred tax during the period
+-------------------------------+----------+------------+----------+
| | 31 |Recognised | 31 |
| | January | in income | January |
| | 2009 | Current | 2010 |
| | | period | |
+-------------------------------+----------+------------+----------+
| | GBP | GBP | GBP |
+-------------------------------+----------+------------+----------+
| Plant and equipment | 300,170 | 62,260 | 362,430 |
+-------------------------------+----------+------------+----------+
| Deferred tax relating to | 174,080 | (9,710) | 164,370 |
| intangible assets - brand | | | |
+-------------------------------+----------+------------+----------+
| Temporary differences |(17,017) | (24,441) |(41,458) |
+-------------------------------+----------+------------+----------+
| | 457,233 | 28,109 | 485,342 |
+-------------------------------+----------+------------+----------+
15. INVENTORIES
+------------------+---------+---------+
| | Group | Group |
+------------------+---------+---------+
| | 2010 | 2009 |
+------------------+---------+---------+
| | GBP | GBP |
+------------------+---------+---------+
| Finished goods |484,998 |461,521 |
+------------------+---------+---------+
16. TRADE AND OTHER RECEIVABLES
+------------------------+---------+---------+-----------+-----------+
| | Group | Group | Company | Company |
+------------------------+---------+---------+-----------+-----------+
| | 2010 | 2009 | 2010 | 2009 |
+------------------------+---------+---------+-----------+-----------+
| | GBP | GBP | GBP | GBP |
+------------------------+---------+---------+-----------+-----------+
| | | | | |
+------------------------+---------+---------+-----------+-----------+
| Trade receivables | 120,355 | 125,083 | - | - |
+------------------------+---------+---------+-----------+-----------+
| Other tax and social | 10,863 | 168,738 | - | 111,459 |
| security | | | | |
+------------------------+---------+---------+-----------+-----------+
| Prepayments and | 215,587 | 153,707 | 28,956 | 794 |
| accrued income | | | | |
+------------------------+---------+---------+-----------+-----------+
| Amounts owed by group | - | - | 6,574,683 | 4,620,713 |
| undertakings | | | | |
+------------------------+---------+---------+-----------+-----------+
| Corporation Tax | 62,624 | - | 46,848 | - |
| Recoverable | | | | |
+------------------------+---------+---------+-----------+-----------+
| | 409,429 | 447,528 | 6,650,487 | 4,732,966 |
+------------------------+---------+---------+-----------+-----------+
The directors consider that the carrying amount of trade and other receivables
approximates their fair value.
Aged analysis of trade receivables
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| | 31 January 2010 | 31 January 2009 |
+--------------+---------------------------------------+---------------------------------------+
| | Gross | Provision | Net | Gross | Provision | Net |
| | receivables | for | trade | receivables | for | trade |
| | | doubtful | receivables | | doubtful | receivables |
| | | debt | | | debt | |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| | GBP | GBP | GBP | GBP | GBP | GBP |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| | | | | | | |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| Not past due | 83,637 | - | 83,637 | 98,949 | - | 98,949 |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| Up to 1 | 32,619 | - | 32,619 | 20,286 | - | 20,286 |
| month past | | | | | | |
| due | | | | | | |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| Over 1 month | 28,650 | (24,551) | 4,099 | 18,399 | (12,551) | 5,848 |
| past due | | | | | | |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| | | | | | | |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
| | 144,906 | (24,551) | 120,355 | 137,634 | (12,551) | 125,083 |
+--------------+-------------+-----------+-------------+-------------+-----------+-------------+
17. TRADE AND OTHER PAYABLES
+----------------------+-----------+--------+--------+--------+--------+--------+--------+----+
| | Group | Group | Company | Company | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | 2010 | 2009 | 2010 | 2009 | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | GBP | GBP | GBP | GBP | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| Current: | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| Trade payables | 1,684,969 | 1,870,097 | - | - | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| Other creditors and | 482,552 | 506,690 | 3,584 | 37,500 | |
| accruals | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| Amounts owed to | - | - | - | - | |
| group undertakings | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | 2,167,521 | 2,376,787 | 3,584 | 37,500 | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| Non-current: | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| Accruals | 122,375 | 100,289 | - | - | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | | | | | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | 122,375 | 100,289 | 3,584 | - | |
+----------------------+-----------+-----------------+-----------------+-----------------+----+
| | _____ | _____ | _____ | _____ | |
| | | | | | |
+----------------------+-----------+--------+--------+--------+--------+--------+--------+----+
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, which are credited to the
income statement on a straight-line basis over the lease term.
18. 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:
+----------------------------------------+-----------+----------+
| | 2010 | 2009 |
| | GBP | GBP |
+----------------------------------------+-----------+----------+
| Defined contribution scheme | 1,554 | 3,293 |
+----------------------------------------+-----------+----------+
Share Based Payments
Share Options
Share options granted prior to the reverse acquisition are held by former
associates of Felix Group PLC. Further 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, Andrew Richardson's share options
lapsed 6 months after leaving the company - 8th November, 2009.
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 | Exercise | Number | Granted | Exercised | Lapsed | Number | Exercise period |
| granted | price | of | in | | | of | |
| | | options | period | in period | in | options | |
| | | at | | | period | at 31 | |
| | | 1 Feb | | | | Jan | |
| | | 2009 | | | | 2010 | |
+----------+----------+-----------+---------+-----------+---------+-----------+--------------------+
| 14 July | 250p | 45,000 | - | - | - | 45,000 | 14 July 2003 to 13 |
| 2003 | | | | | | | July 2013 |
+----------+----------+-----------+---------+-----------+---------+-----------+--------------------+
| 8 March | 187p | 4,813 | - | - | 4,813 | | 17 February 2005 |
| 2004 | | | | | | | to 16 February |
| | | | | | | | 2009 |
+----------+----------+-----------+---------+-----------+---------+-----------+--------------------+
| 8 March | 1000p | 15,000 | - | - | 15,000 | | 8 March 2005 to 7 |
| 2004 | | | | | | | March 2009 |
+----------+----------+-----------+---------+-----------+---------+-----------+--------------------+
| 14 April | 42.5p | 1,235,292 | - | - | 176,470 | 1,058,822 | 14 April 2010 to |
| 2008 | | | | | | | 14 April 2018 |
+----------+----------+-----------+---------+-----------+---------+-----------+--------------------+
The expected volatility is wholly based on the historic volatility (calculated
based on the weighted average remaining life of the share options), adjusted for
any expected changes to future volatility due to publicly available information.
The fair value of options at grant date of 14 April 2008 of 11.5p was determined
based on the black scholes model. The model inputs were the share price of
42.5p, the exercise price of 42.5p, expected volatility of 43%, expected
dividends of GBPNil, a term of two years and a risk free rate of 5%. During the
year, the Group recognised a charge of GBP73,170 (2009: GBP54,892) in relation
to equity settled share based payments in the consolidated statement of
comprehensive income. These option charges have been credited against the
retained earnings reserve.
+-+----------+--------------------------------------------------------------------------------------------------+-+------+-------+-------+-------+-------------+
| 19. CAPITAL AND RESERVES | | | | | |
| Reconciliation of movements in capital and reserves - Group | | | | | |
| | | | | | |
+---------------------------------------------------------------------------------------------------------------+--------+-------+-------+-------+-------------+
| | | Share Share Rev. Capital Retained Total | |
| | | Acq. | |
| | | Capital Premium Reserve Cont. Earnings Equity | |
| | | Res. | |
| | | GBP GBP GBP GBP GBP GBP | |
| | | 2,406,763 15,981,764 (18,175,942) 119,696 296,599 628,880 | |
| | | Balance at 1 February | |
| | | 2008 | |
| | | Loss for the period - - - - (964,723) (964,723) | |
| | | Share based payment - - - - 54,892 54,892 | |
| | | Issue of shares to 1,316,000 - 489,263 - - 1,805,263 | |
| | | effect reverse | |
| | | acquisition | |
| | | Issue of shares for 244,000 - 1,583,567 - - 1,827,567 | |
| | | Crawshaw Holdings Ltd | |
| | | preference shares | |
| | | Proceeds from share 533,333 3,382,873 - - - 3,916,206 | |
| | | issue | |
| | | Cancellation of 0.9p (2,166,087) (14,383,588) 16,549,675 - - - | |
| | | deferred shares | |
| | | Capital contribution - - 29,615 - 29,615 | |
| | | 2,334,009 4,981,049 446,563 149,311 (613,232) 7,297,700 | |
| | | Balance at 31 January | |
| | | 2009 | |
| | | Profit for the period - - - - 227,683 227,683 | |
| | | Share based payment - - - - 73,170 73,170 | |
| | | Loan note conversion 294,118 705,882 - - - 1,000,000 | |
| | | Issue of shares 262,813 630,687 - - - 893,500 | |
| | | Balance at 31 January 2,890,940 6,317,618 446,563 149,311 (312,379) 9,492,053 | |
| | | 2010 | |
| | | Share Share Merger Retained Total | |
| | | capital premium reserve earnings equity | |
| | | GBP GBP GBP GBP GBP | |
| | | Balance at 2,334,009 4,981,049 10,140,000 (1,059,592) 16,395,466 | |
| | | 1 February | |
| | | 2009 | |
| | | Issue of 262,813 630,687 - 893,500 | |
| | | shares | |
| | | Total - - - 57,937 57,937 | |
| | | recognised | |
| | | income and | |
| | | expense | |
| | | Loan note 294,118 705,882 - - 1,000,000 | |
| | | conversion | |
| | | Balance at 2,890,940 6,317,618 10,140,000 (1,001,655) 18,346,903 | |
| | | 31 January | |
| | | 2010 | |
| | | 31.1.10 31.1.09 | |
| | | Authorised GBP GBP | |
| | | 96,678,257 ordinary shares of 5p each 4,833,913 4,833,913 | |
| | | Allotted, called up and fully paid GBP GBP | |
| | | 57,818,801 ordinary shares of 5p each 2,890,940 2,334,009 | |
| | | 2010 2009 | |
| | | GBP GBP | |
| | | Non-current liabilities | |
| | | Medium term loan 900,000 1,110,000 | |
| | | Mortgage 840,000 840,000 | |
| | | Loan notes - - | |
| | | 1,740,000 1,950,000 | |
| | | Current liabilities | |
| | | Current portion of secured bank - - | |
| | | loans | |
| | | Current portion of loan notes - 2,252,018 | |
| | | Nominal Year of Fair Carrying | |
| | | interest maturity value Amount | |
| | | rate | |
| | | GBP GBP | |
| | | Mortgage LIBOR+1.5% 2013 840,000 840,000 | |
| | | Bank loan LIBOR+2.25% 2011 900,000 900,000 | |
| | | 1,740,000 1,740,000 | |
| | | 2010 2009 | |
| | | Non-current liabilities GBP | |
| | | Medium term loan 900,000 1,110,000 | |
| | | Mortgage 840,000 840,000 | |
| | | 1,740,000 1,950,000 | |
| | | Financial Effective < 1 year 1 to < 2 2 to < 5 5 years | |
| | | Instrument Interest years years and over | |
| | | Rate | |
| | | GBP GBP GBP GBP | |
| | | Cash - 800,380 - - - | |
| | | Loans 2.26% 900,000 - - 840,000 | |
| | | 2010 2009 | |
| | | GBP GBP | |
| | | Contracts placed for future capital - 540,000 | |
| | | expenditure not provided in the financial | |
| | | statements | |
| | | | |
| | | | |
| | | 24. OPERATING LEASES | |
| | | | |
| | | Group Group Company Company | |
| | | 2010 2009 2010 2009 | |
| | | GBP GBP GBP GBP | |
| | | Less than one year 668,703 556,807 - - | |
| | | Between one and five years 2,248,808 1,799,158 - - | |
| | | More than five years 4,173,751 3,393,649 - - | |
| | | Total 7,091,262 5,749,614 - - | |
| | | | |
| | | | |
+-+----------+----------------------------------------------------------------------------------------------------+--------------------------------------------+
| | | | | | | | | |
+-+----------+--------------------------------------------------------------------------------------------------+-+------+-------+-------+-------+-------------+
25. RELATED PARTY TRANSACTIONS
Crawshaw Butchers Limited, a subsidiary of Crawshaw Holdings Limited, 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. The Group received
management charges of GBP4,000 in the period from RGV Refrigeration.
Transactions with key management personnel and directors
Key management personnel compensation
See note 6.
Other transactions
The Company leases the property owned by Colin Crawshaw Pension Scheme for
factory facilities and paid a rental fee of GBP13,500 in 2010 (2009: GBP13,000).
Other related party transactions
The aggregate value of transactions and outstanding balances relating to
entities over which they have control or significant influence were as follows:
+----------------------------------------+----------+----------+
| | Transaction value |
+----------------------------------------+---------------------+
| | 2010 | 2009 |
+----------------------------------------+----------+----------+
| Purchase of services | GBP | GBP |
+----------------------------------------+----------+----------+
| Other related parties | 54,959 | 61,309 |
+----------------------------------------+----------+----------+
| | | |
+----------------------------------------+----------+----------+
| Other income | | |
+----------------------------------------+----------+----------+
| Other related parties - management fee | 4,000 | 12,000 |
+----------------------------------------+----------+----------+
| Other related parties - dividend | | |
| | 25,647 | 13,414 |
+----------------------------------------+----------+----------+
+----------------------------------------+-----------+----------+
| | Balance Outstanding |
+----------------------------------------+----------------------+
| | 2010 | 2009 |
+----------------------------------------+-----------+----------+
| Payable | GBP | GBP |
+----------------------------------------+-----------+----------+
| Other related parties | 6,835 | 7,094 |
+----------------------------------------+-----------+----------+
| | | |
+----------------------------------------+-----------+----------+
| Receivable | | |
+----------------------------------------+-----------+----------+
| Other related parties | 56,344 | 27,746 |
+----------------------------------------+-----------+----------+
26. PRINCIPAL SUBSIDIARY UNDERTAKINGS
At 31 January 2010 Crawshaw Group PLC had the following principal subsidiary
undertakings:
Crawshaw Holdings Limited - United Kingdom - Intermediate Holding Company
Crawshaw Butchers Limited - United Kingdom - Retail Butchers*
The shareholdings were 100% of the subsidiary undertakings' ordinary and
preference shares. Each of the subsidiaries is included in the consolidated
financial statements.
*Not held directly but via Crawshaw Holdings Limited.
27. ANNUAL REPORT
The Annual Report will be posted to shareholders on 7th May, 2010 and will also
be available from the Company's website at www.crawshawgroupplc.com.
28. ANNUAL GENERAL MEETING
The Annual General Meeting will be held at Bradmarsh Business Park, Bow Bridge
Close, Rotherham S60 1BY on 21 June 2010 at 12 noon.
The financial information set out above does not constitute the Company's
consolidated statutory accounts for the periods ended 31 January 2010 or 31
January 2009 but is derived from those accounts. Statutory accounts for the
period ended 31 January 2009 have been delivered to the Registrar of Companies,
and those for the period ended 31 January 2010 will be delivered following the
Company's Annual General Meeting. The auditors, KPMG Audit Plc, have reported
on those accounts; their reports were unqualified and did not contain statements
under section 498(2) or (3) of the Companies Act 2006 or equivalent preceding
legislation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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