TIDMCRAW
RNS Number : 3121D
Crawshaw Group PLC
26 April 2017
26 April 2017
Crawshaw Group Plc
Crawshaws' revenues grow with continued store rollout
programme
Sales recovery driven by bounce back in customer numbers
Full Year Results
Crawshaw Group Plc ("Crawshaw", the "Company" or the "Group"),
the fresh meat and food-to-go retailer, announces results for the
52 weeks ended 29 January 2017.
Financial Highlights:
-- 19% increase in group turnover to GBP44.2m (2016: GBP37.1m),
driven by store expansion programme
-- Adjusted EBITDA* GBP1.3m (2016: GBP2.6m)
-- EBITDA** of GBP0.1m (2016: GBP1.0m)
-- LFL sales -7.3%**** (2016: +1.8%), with momentum recovering through H2
-- Underlying Operating Loss*** of GBP1.1m (2016: GBP0.3m underlying loss)
-- Statutory loss before tax of GBP1.4m (2016: loss before tax GBP0.3m)
-- Cash balances of GBP2.1m at 29 January 2017 (GBP4.9m at 31
January 2016) reflecting store rollout programme
-- No final dividend proposed (2016: 0.47p)
Strategy Highlights:
We have continued to build on our strategic plan, which has been
reinforced through the customer proposition in the last 6
months
-- Store rollout progression within the year, 11 sites added
taking the total to 49 trading stores at year end
-- Addressing the specific needs of individual local communities
continues to improve sales across the entire estate
-- Like-for-like sales have improved from -13.0% in Q3 to -7.4%
in Q4 further progressing to -4.5% in the first 10 weeks of the
FY2018
-- Improvement in sales driven by customer numbers, which have
built from -13.6% in Q3 to -6.9% in Q4 further progressing to -4.5%
in the first 10 weeks of the FY2018
-- Successful implementation of customer driven marketing
initiatives, with social media proving particularly effective
amongst local communities
-- Strong performance from our 5 standalone Fresh Meat factory
shops, giving confidence for a further targeted rollout of this
format in FY2018
Noel Collett, CEO comments;
"This was a year of strategic progress for the Group. As a
management team, we acted decisively and effectively at the end of
the first half of the year to address the price and range
initiatives that weren't resonating with customers. By listening to
customers and focusing on the demands of each store's individual
local community, we have seen a sharp recovery in both sales and
customer numbers throughout the second half of the year."
"The momentum in second half sales, followed the successful
opening of our new stores in the first half of the year. We now
have 49 sites in the portfolio, each benefitting from the
innovation and expansion within our fresh meat and food-to-go
categories. In 2017, we expect to open a further 5 stores, with
specific focus on the fresh meat factory shop format."
"Looking ahead, the momentum built through the last six months
has continued into the new financial year, and trading is
recovering in line with our expectations. With the business
stabilised and having returned to cash generation, we are returning
our focus to the store roll out programme."
*Adjusted EBITDA is defined by Group as profit/loss before tax,
exceptional items, depreciation, amortisation, profit/(loss) on
disposal of assets, net finance costs, share based payment charges
attributable to the LTIP Growth Share Scheme and 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 GBP1.2m (2016: GBP1.6m) resulting in an adjusted EBITDA
of GBP1.3m (2016: GBP2.6m).
** EBITDA is defined by Group as profit/loss before tax,
exceptional items, depreciation, amortisation, profit/(loss) on
disposal of assets, net finance costs, share based payment charges
attributable to the LTIP Growth Share Scheme
***Underlying Operating Profit/(Loss) is defined by the Group as
Operating Profit before exceptional items and share based payment
charges attributable to the LTIP Growth Share Scheme.
**** LFL stores are defined as stores which have been trading
for 2 full years at the start of the financial year under
review.
Enquiries:
Tulchan Communications LLP
Susanna Voyle, Will Smith 0207 353 4200
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
Trading Performance Highlights
-- 19% increase in group turnover to GBP44.2m (2016: GBP37.1m)
-- Adjusted EBITDA* GBP1.3m (2016: GBP2.6m)
-- EBITDA** of GBP0.1m (2016: GBP1.0m)
-- LFL**** sales -7.3% (2016: +1.8%)
-- 49 trading stores at year end (2016: 39 trading stores)
-- Underlying Operating Loss*** of GBP1.1m (2016: GBP0.1m underlying operating profit)
-- Statutory loss before tax of GBP1.4m (2016: loss before tax GBP0.3m)
-- Cash balances of GBP2.1m at 29 January 2017 (GBP4.9m at 31 January 2016)
-- No final dividend proposed (2016: 0.47p)
*Adjusted EBITDA is defined by Group as profit/loss before tax,
exceptional items, depreciation, amortisation, profit/(loss) on
disposal of assets, net finance costs, share based payment charges
attributable to the LTIP Growth Share Scheme and 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 GBP1.2m (2016: GBP1.6m) resulting in an adjusted EBITDA
of GBP1.3m (2016: GBP2.6m).
** 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 shared based payment
charge attributable to the LTIP Growth Share Scheme.
***Underlying Operating Loss is defined by the Group as
Operating Profit before exceptional items and share based payment
charges attributable to the LTIP Growth Share Scheme.
**** LFL stores are defined as stores which have been trading
for 2 full years at the start of the financial year under
review.
Results and Strategic Progress
Crawshaw Group has experienced a challenging year but, once the
causes of the declining like-for-like sales were established,
management made rapid changes that clearly resonated with
customers. As a result, we have finished the year with some really
encouraging sales and margin momentum. As noted in our Interim
Results, during our period of rapid growth, the number of
proposition changes we asked customers to embrace and a combination
of the well documented external factors caused a significant drop
in the trading momentum of the core business from the end of H1 and
start of H2. The management team acted quickly and carefully to
restore this momentum. This was achieved with a programme of
broader and deeper promotions and giving back the store managers
more flexibility to trade their local shop to suit their local
customers. We are pleased with the recent improved trading
performance and are very encouraged by the momentum that has been
built up throughout H2, which was reflected in our Christmas
Trading Update.
The level of sales performance in our like-for-like estate
necessitated a reduction in the rate of new store openings, to both
free up management time to recover sales in the legacy estate and
to maintain the strength of the balance sheet. We opened 11 new
stores in the year (9 in H1 and 2 in H2) and this takes the total
organic growth so far to 17. In the period, one of our legacy
market shops closed as part of a council town centre regeneration
scheme resulting in an estate of 49 stores at 29 January 2017.
In the period under review, the Group delivered total sales of
GBP44.2m, an increase of 19%. This converted to an Adjusted EBITDA
of GBP1.3m (2016: GBP2.6m) as lower sales and subsequent margin
investment temporarily reduced the EBITDA generation of the legacy
business. The Group made a loss before tax of GBP1.4m (2016: loss
of GBP0.3m).
Cash
The cash position of the business continues to be robust with
GBP2.1m cash on hand at the year-end (2016: GBP4.9m) with the pace
of new store rollout and levels of central resource all being
balanced with maintaining a strong balance sheet. The reduction in
cash is entirely growth plan driven with GBP2.9m of capital
expenditure invested in new stores in the year. The cash generated
from operations funded payment of the final dividend declared last
year.
Outlook
I have been very impressed by the way Noel and the management
team have carefully but swiftly taken the appropriate corrective
actions during this challenging period. For this reason, the
performance of the business has now been stabilised, having
restored the level of sales and customer numbers respectively.
Coupled with the expected recovery in margin and the full benefit
of the cost saving actions flowing through, the business has
returned to positive cash generation.
Crawshaw has demonstrated its ability to manage a major change
agenda in parallel with evaluating the ongoing potential of our
store rollout programme. We therefore remain encouraged and
confident in the scalability of the model, and with the business
returning to a cash generative position, we look to continue with a
disciplined opening programme. As noted in our Interim Results, of
particular interest and significance is the strength of performance
of our fresh meat factory shops. Whilst we remain completely
committed to the high street, shopping centre and market location
stores, the factory shop concept is proving to deliver
significantly better financial returns with its higher sales, lower
operating costs (no hot food-to-go offer) and lower fit out costs.
The two new factory shops that opened in the year have further
demonstrated the success of the concept which has helped shape our
thoughts for the rollout strategy for the year ahead. And so our
store rollout program will focus on this concept.
Since the end of the financial year, the business has continued
to improve, with Group sales up 9% and LFL sales of -4.6% in the
first ten weeks. We have also signed the lease on another factory
shop unit which we expect to be trading by the end of May, and have
a number of opportunities in the pipeline to open across the rest
of this financial year.
The Board are committed to ensuring cash is available to fund
the growth strategy and maintaining a strong balance sheet. In line
with this, the Board has decided that no dividend payment will be
made at this time
Richard Rose
Chairman
25 April 2017
Chief Executive Officer's Review
Performance & Operational Review
Whilst we made considerable progress in the year with the store
rollout programme by adding a further 11 new stores to the estate,
we have been very disappointed by the like-for-like sales
performance as some of the price and range initiatives didn't
resonate with customers as we had expected.
In preparing the core business to be ready for accelerated
expansion and creating the store rollout blue print, we made a
number of changes to standardise the new store concept on range,
price point, how the stores were operated and how the stores
looked. These principles worked well for our new stores, but when
retrospectively introduced into our established stores, we learned
it was too much change for our customers and colleagues. This was
reflected in the shape of our sales performance during June and
July at the end of H1.
As a result, we prioritised our focus in the second half of the
year to listening to colleagues and customers, and the feedback
from them was relatively straightforward. Our customers wanted to
see some of the previous fresh meat pack sizes, price points and
offers that were previously on sale in their specific store. This
feedback was positioned at the heart of our sales recovery
programme and helped shape the refinements we set about achieving
to provide our managers with the necessary 'freedom within a
framework' plan to win back their local customers.
To ensure that all areas of our business were completely focused
on delivering the sales recovery programme effectively, it was
important to temporarily pause the store rollout programme and
provide full support to our store colleagues. During the
implementation of our 'freedom within a framework' plan, we
reviewed our head office organisation structure and removed a
number of roles. The changes were implemented responsibly giving us
the central support structure for the year ahead.
Having successfully landed our major change agenda, we now
believe we have the right operational balance between the
disciplined framework required as a platform for rollout with
enough freedom for store managers to react to local customer
requirements. This positive progress has also been reflected in the
shape and momentum build of our sales performance in the lead up to
and through the key festive trading period at the end of H2.
In summary, we have seen a direct correlation between the
initiatives introduced in the summer and the timing of the steady
and continuous improvement in like-for-like sales. As previously
communicated, this improvement in both sales and customer number
momentum has required a moderate level of margin investment. With
the improvement continuing through the festive trading period, we
were pleased to be cash generative again by the end of the year, in
line with our expectations.
Group Revenue
For the 52 weeks to 29 January 2017, Group revenue increased by
19% from GBP37.1m to GBP44.2m. This growth was supported by
contributions from our 11 new stores in the year. LFL sales were
-7.3% for the full year, with H1 like-for-like sales being -4.4%
and H2 like-for-like sales being -10.1%. These numbers reflect the
shape of the key challenging period we experienced during June and
October 2016, and as outlined in this review.
Group sales in the first 10 weeks of the new financial year
increased by +9% and like-for-like sales were -4.6% for the same
period.
Strategic Focus
We have continued to build on our strategic plan of 'providing
safe, good quality fresh meat for the value conscious consumer',
which has been reinforced through the customer proposition in the
last 6 months. The customer numbers and feedback confirm that we
are back on track and will therefore continue with this journey and
approach.
Fresh Meat
Our managers and butchers continue to be the ambassadors of
putting their customers at the heart of our local strategy, and
this is reinforced with their local level freedom to delight their
customers through the fresh meat offer. Our stores continue to
develop local products specific to their community, provide local
special offers, as demonstrated with our successful Christmas
Hampers and the planned new BBQ packs for the warmer months ahead.
We are maintaining the number and depth of price-led promotions
which also rotate at the managers' discretion. Furthermore, we have
recently introduced a new store trial of a GBP4.99 value pack under
the umbrella of "once it's gone, it's gone" concept, consisting of
great value fresh meat packs with value cut-through in POS
labelling. The customer's reaction to this 'treasure-trove' concept
has been extremely positive.
With our production and distribution capability now set up to
service up to c.100 stores, we continue to develop our
award-winning quality homemade produce and broaden the range of
burgers, sausages, meatballs, kebabs, grill sticks and mince in
time for the spring/summer. In addition, with this new capability
in mind, we are looking to leverage the spare capacity through
expanding our wholesale operations. To date, we have taken on the
supply of a local 3-strong chain of local steakhouse restaurants
and will consider the opportunities of similar scale relationships.
This allows us to pick up business which better utilises the fixed
assets we've already invested in without compromising our ability
to serve our stores and customers.
Food-to-go
Within the food-to-go category, the same level of local customer
focus continues to be applied by our managers and trained cooks.
Our teams have reintroduced a number store specific favourite
dishes to the "Butcher's Kitchen" menu and continuously test new
dishes/recipes with input from their customers. This provides the
perfect platform to showcase the quality of our fresh meat produce,
presented to the customers freshly cooked and ready-to-go.
Furthermore, we have successfully introduced the principles of our
popular multibuy offers from the fresh meat category to the
food-to-take-home freshly cooked joints category. This provides
customers with a great choice of meal occasion, such as cooked
whole chickens, chicken portions, pork loins, gammon joints and ham
shanks. These are all cooked fresh daily in store using our
in-house rotisserie and rationale ovens, and sold at unit prices,
mix-and-match multibuys or catchweights, depending on customer
requirement. Encouragingly, these initiatives have already
contributed to an increase in customer numbers and sales.
In addition to these exciting fresh meat and food-to-go
opportunities, which continue to anchor our value credentials, we
have stepped up our marketing activity to maintain our current
momentum in building customer frequency and loyalty.
Customer Driven Marketing Initiatives
To build on the existing customer number momentum, we are
investing in new ways to achieve customer acquisitions whilst
working hard to maintain and lock-in existing customer loyalty. As
a wider team, we have identified Facebook as the most successful
route to get access to a new customer base and the VIP
Club/Newsletter route to incentivise customers to keep coming
back.
Social Media
In addition to the Corporate Facebook Page, we have now
introduced and trialled store-specific Facebook Pages in 11 stores
(5 factory shops and 6 high street). All pages are administered by
the local management, meaning the content is much more tailored,
timely and relevant to the customer (when compared to a centrally
managed approach). All stores have benefitted from their Facebook
launch and customer numbers have increased, although it is worth
noting the high level of success seen in the factory shops as more
and more customers begin to build a visit to the destination
factory shop into their routine.
Crawshaws VIP
As part of the Facebook launch, we have also introduced the
'Crawshaws VIP Club' into 4 stores (2 factory shops and 2 high
street). This allows our managers to build up awareness on
Facebook, then incentivise the customers into the store to sign up
for the VIP Club to then benefit from a host of exclusive special
offers and flash sales.
Newsletter
Once customers are signed up to the VIP Club, our managers then
have the capability to communicate via email with a regular
newsletter containing new products to the range, new special offers
or even an invitation to take part in new schemes, such as
'recommend-a-friend'.
We are very pleased with the results from the recent marketing
initiatives and this acts as a very positive step-change in
customer engagement and participation. The customer data capture
also allows our managers to really target their local offers
relevant to their local community.
People
Great quality meat products alone will not succeed in our
industry without great people delivering great customer service and
experience. And whilst it has been a challenging year for everyone
in the business, the speed of our recovery and stability would not
have been possible without their input, tremendous attitude and
commitment. I continue to be very proud and impressed by their
passion to deliver amazing value to our customers every day.
FY 2017 New Store Performance
We opened 11 new stores in the year of which 6 were high street,
3 were in shopping centres and 2 were factory shop locations. From
a geographical perspective, 7 were in our traditional areas in the
North and North West and 4 were in the Midlands, with all 11 stores
opening on time and on budget. As would be expected as we have
opened more stores, there is a wider spread of performance against
our base case targets and expectations. We have a number of stores
that have opened well and are trading in line with our
expectations, equally we have a number of stores which are not
trading as strongly as anticipated, and encouragingly we have a
number of stores which have traded well ahead of expectations from
opening day.
FY 2018 Growth Plan
As noted in the Interims, of particular interest and
significance is the performance of our standalone fresh meat
factory shops. Our 5 fresh meat factory shops sell predominantly
fresh meat (no hot food-to-go offer) and have higher sales, lower
operating costs and lower fit out costs than our units on the high
street and in shopping centres. They are also much simpler to
operate and manage. Whilst our location and format strategy has
always been one of operating a diverse portfolio across high
streets, shopping centres and factory shop locations, having tested
the predictability of the factory shop concept and fully appraised
the opportunity, we believe it to be very logical and sensible that
this should shape the rollout programme for 2017.
We will also maintain a disciplined approach to our growth
strategy, which means it is imperative that the pace and timings of
the store openings are managed correctly. Accordingly, we have
signed the lease for our next factory shop which is scheduled to
open in May, with a sufficient pipeline and capability to open a
further 4 factory shops during FY 2018.
Outlook for FY2018
The UK grocery market will remain competitive and, with
industry-wide pressures emerging in commodities and labour costs,
the UK consumer outlook looks set to continue to be more
challenging than we have seen in recent years. Whilst we would
ordinarily expect these to have a modest impact on margin in the
short term we believe that, with our cost management measures and
margin additive initiatives, together with the expected cost
reduction in our business rates, we are well placed to navigate
through this challenging environment. Indeed, it has been very
encouraging to see that we have already proven we are capable and
well placed to meet multiple challenges simultaneously, whether
they are internally or externally driven.
This year has started in line with our expectations as we
continue to build on the momentum and improvements from the last 6
months. The recent journey has also provided everyone with
significant experience and learnings that will be extremely
important in the months and years ahead. Our clear value
proposition, underpinned by our unique vertically integrated
concept, remains highly differentiated and competitive which we
believe will further strengthen our retail offering. Furthermore,
with the performance of our standalone factory shops being a real
highlight of the year, we are very excited at opening more of this
format.
Noel Collett
Chief Executive Officer
25 April 2017
Chief Financial Officer's Review
Revenue and gross profit
Total revenue for the Group increased by 19% to GBP44.2m (2016:
GBP37.1m) with the growth from 11 additional trading stores in the
year being partially offset by the 7.3% decrease in sales
experienced in our LFL stores.
Gross profit margins reduced to 43.5% (2016: 45.1%) reflecting a
less favourable meat pricing environment and an increase in the
number and depth of our promotional offers to win back customers.
Both of these impacts moderated through H2 with the margins being
achieved in Q4 being ahead of those achieved in Q3.
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
Underlying Operating (Loss)/Profit number and an Adjusted EBITDA
number. The Underlying Operating (Loss)/Profit number adds back
share based payment charges and exceptional costs to give a clear
view of underlying Group performance. The Adjusted EBITDA number
further excludes depreciation, amortisation and accelerated opening
costs to give a clear view on the underlying trading performance of
the Group - 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 GBP1.2m (2016: GBP1.6m) and are analysed by component
of spend in the table below.
Underlying Operating Loss and Adjusted EBITDA
2017 2016
GBP'000 GBP'000
------------------------------------ -------- --------
Operating Loss (1,413) (381)
------------------------------------ -------- --------
Share Based Payment Charge 217 360
------------------------------------ -------- --------
Exceptional Costs 63 105
------------------------------------ -------- --------
Underlying Operating (Loss)/Profit (1,133) 84
------------------------------------ -------- --------
Depreciation and Amortisation 1,237 930
------------------------------------ -------- --------
Accelerated Opening Costs 1,171 1,558
------------------------------------ -------- --------
Adjusted EBITDA 1,275 2,572
------------------------------------ -------- --------
Accelerated opening costs
2017 2016
GBP'000 GBP'000
------------------------------------- -------- --------
Salaries 878 814
------------------------------------- -------- --------
Board restructure - 195
------------------------------------- -------- --------
New store pre-opening costs 189 147
------------------------------------- -------- --------
Consultancy (property / recruitment
/ other) 45 297
------------------------------------- -------- --------
Other 59 105
------------------------------------- -------- --------
Total 1,171 1,558
------------------------------------- -------- --------
Loss Before Tax "PBT" and Earnings Per Share "EPS"
The Group delivered a loss before tax of GBP1.4m (2016: GBP0.3m
loss) as a result of the deterioration in trading performance,
immature new stores and the additional costs incurred to deliver
the growth plan. The Loss Before Tax number includes an IFRS 2
shared based payment charge of GBP0.2m (2016: GBP0.4m). This
translated to a negative EPS as expected at (1.535) pence per share
(2016: negative 0.342 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 41% (2016: 38%).
This reflects a dilution from new stores where initial cost ratios
are higher as the stores trade through their sales maturity profile
and the impact of lower LFL sales.
2016 2016
GBP'000 GBP'000
------------------------------- -------- --------
Administrative expenses 20,715 17,114
------------------------------- -------- --------
Accelerated opening
costs (1,171) (1,558)
------------------------------- -------- --------
Depreciation and amortisation (1,237) (930)
------------------------------- -------- --------
Share based payment (217) (359)
------------------------------- -------- --------
Exceptional costs (63) (105)
------------------------------- -------- --------
Operational overheads 18,027 14,162
------------------------------- -------- --------
Operation overheads
% of sales 41% 38%
------------------------------- -------- --------
Cash flow
We have closed the year with GBP2.1m of cash on the balance
sheet (2016: GBP4.9m) having invested GBP2.9m of CAPEX in opening
11 new stores. Maintaining the strength of the balance sheet
continues to be a key focus for the Group with the appropriate
decisions being taken on pace of rollout and investment in central
resource.
Summary
It has been a year of considerable change and challenge as we
have navigated through some unexpected external impacts in addition
to experiencing some growing pains from significantly scaling up a
small entrepreneurial business. We have now achieved a level of
stability in the business which allows us to appraise and plan for
the numerous growth opportunities available to the Group.
Alan Richardson
Chief Financial Officer
25 April 2017
Strategy and Business Model
Our Mission
To use our expertise to source, prepare, produce and retail
quality fresh meat products at a price and a service level that
continues to delight our customers.
Principal Activities
The principal activity of the Group continues to be the
operation of a chain of meat focused retail food stores.
The Group operates from a head office and distribution centre in
Rotherham, plus 49 retail locations across Yorkshire, Lincolnshire,
Nottinghamshire, Derbyshire, the North West and the Midlands.
Business Model
Our management team have extensive experience in sourcing
quality meat products from tried and tested local and international
suppliers at the lowest possible prices. Whilst we do buy longer
term to ensure that we have a core range of products, we pride
ourselves on identifying key lines in the spot market that offer
value to our customers.
We have our own distribution centres where we control additional
processing and logistics as well as the production of our own award
winning sausages, beef burgers, beef mince and grill sticks.
Our retail outlets are manned with skilled butchers who are
happy to help customers with advice on choosing the right product,
in the right quantities as well as how to cook it.
Our product range is split into 2 distinct areas:
-- Traditional raw meat - we have a wide range of products sold
either (i) loose in a serve over counter for the traditional
experience or (ii) as multi buy packs on supermarket style multi
deck counters which have all been cut and packaged in store.
-- Hot and cold cooked food - Freshly prepared roast chickens,
gammon and pork joints, hot roast sandwiches, shop cooked curries
and casseroles, chicken and chips as well as other traditional deli
products.
Operational Strategy
The Board is focussed on growing the business through
identifying new profitable store locations and investing resources
in a controlled expansion programme, whilst ensuring the core
business continues to deliver quality products and excellent
customer service at competitive prices.
-- New store locations are regularly reviewed for suitability to
grow/replace our existing retail estate.
-- New products are researched, tested and trialled frequently.
-- Customer feedback is sought and reviewed on an ongoing basis.
-- Key price points from competitors are monitored regularly.
-- Our food safety management systems are continually reviewed
and updated to ensure our procedures are in line with the highest
standards.
As raw meat is a traded commodity, the business operates in an
environment where input prices can fluctuate based on worldwide
natural and economic factors such as a growing world population,
climate change, exchange rates and changing dietary habits.
The Company's purchasing and sales strategy is designed to
minimise these risks by ensuring (i) we sell a broad range of
products and in particular, as we split into 2 complementary retail
areas, we cover 2 distinct customer types rather than relying on
one product, one customer and (ii) we use a broad range of tried
and tested suppliers across the globe rather than relying on any
specific supplier or region.
Food Safety
We protect our customers and our brand by sourcing quality
products with full traceability. Further to this we invest
continually to ensure our food safety management systems are
implemented, delivered and audited at every location.
As the only independent retail butchers chain in England to have
Primary Authority, we continue to work with the Environmental
Health department at Wakefield Council. This gives each of our
locations, our staff and our customers a level of consistency in
food safety matters as we are all working to the same standards and
interpretations of the regulations.
Crawshaws continue to recognise the importance of food safety
and positive consistent progress has continued and our Hygiene
Ratings. 71% of the business are on 5 stars (Very good) and 20% on
4 (Good). Our factories have also consistently maintained standards
whilst increasing throughput to match the increases in sales.
There continues to be ongoing investment in training which has
not only provided legal compliance but has equipped Managers with
further knowledge and confidence to maintain food safety. Customer
feedback also indicates consistent quality control and that they
are happy that their needs are being met.
The maintenance and continued development of the company Food
Safety Management System has been fundamental in maintaining
standards across the company. Whilst the Company will continue to
face challenges, including changes in legislation, we are focused
on maintaining food safety on a consistent basis.
The focus on origin and traceability of products will continue
to be managed as we recognise this as being essential if we are to
meet the requirements of our customers and continue to supply safe
and legal products.
KPIs and Risk Management
The performance of the business is regularly monitored against
Key Performance Indicators (KPIs). Most of the KPIs identified
below are discussed in more detail in the Chairman's Statement.
KPI 2017 2016 Notes
----------------------- ---------- --------- ------------------------
Revenue GBP44.2m GBP37.1m After trade discounts
and excluding VAT
----------------------- ---------- --------- ------------------------
Gross profit as
a percentage of
Gross profit 43.5% 45.1% revenue
----------------------- ---------- --------- ------------------------
Adjusted EBITDA* GBP1.3m GBP2.6m Adjusted pre tax
(loss)/profit before
interest, taxation,
depreciation and
amortisation
----------------------- ---------- --------- ------------------------
EBITDA** GBP0.1m GBP1.0m Pre tax profit/(loss)
before interest,
taxation, depreciation
and amortisation
----------------------- ---------- --------- ------------------------
Underlying operating (GBP1.1m) GBP0.1m Operating (Loss)/profit
(loss)/profit *** before exceptional
costs and share
based payments
----------------------- ---------- --------- ------------------------
Loss after tax
divided by the
average number
EPS (1.535)p (0.342)p of shares in issue
----------------------- ---------- --------- ------------------------
Total operational
Operational Overheads overheads as a
%**** 40.8% 38.2% percentage of revenue
----------------------- ---------- --------- ------------------------
* Adjusted EBITDA is defined by the Group as profit/loss before
tax, exceptional items, depreciation, amortisation, profit/(loss)
on disposal of assets, net finance costs, "accelerated opening
costs" and share based payment charges attributable to the LTIP
Growth Share Scheme. Accelerated opening costs are defined by the
Group as the investments in people, processes and systems in the
year to provide the building blocks for future growth.
**EBITDA is defined by the Group as earnings before interest,
tax, depreciation and amortisation.
***Underlying operating(loss)/profit is defined by the Group as
Operating Profit before exceptional items and share based payment
charges attributable to the LTIP Growth Share Scheme. ****
Operational overheads are defined as the administrative expenses of
the Group less accelerated opening costs, exceptional costs,
impairment, depreciation and amortisation, share based payments and
exceptional costs which give a clearer reflection on the underlying
operational costs performance of the Group
The principal risks and uncertainties affecting the Group
include the following:
-- EU trade deals and exchange rates post BREXIT: the Group
sources approximately half of the meat volumes sold through the
business from the EU. Any changes to the tariff free trade across
current members of the EU will require us to review our sourcing
model. All purchases of goods are made in sterling. Both short term
volatility and long term re-basing of international currency
markets will have an impact on raw material prices. The flexibility
to source globally provides a level of mitigation to this risk.
-- Raw material availability and prices: the Group monitors raw
material sources on a global basis and either contracts to buy a
set volume of goods for a set price for delivering on a specific
date or contracts to buy a set volume of goods at a set price over
a short time period, typically from 2 to 4 weeks.
-- Customer loss and Competition - There is an ongoing risk of
customer loss from enhanced competition. The Groups strategy is to
maintain customer loyalty through: 1) offering consistently high
quality products at consistently low prices, 2) offering customers
even greater value through a rolling cycle of deeply discounted
promotional offers and; 3) delivering superior service and product
expertise at all times. Competitor price points are reviewed
regularly to make sure customers can rely on us to be significantly
cheaper than our competitors.
-- Food Safety: compliance with legislation is continually
assessed with a rolling monthly internal Food Safety compliance
audit in each store augmenting the annual Environmental Health
Office inspections. Any performance exceptions are discussed as a
matter of course at the Monthly PLC Board meeting.
-- Environmental risks: the Group places considerable emphasis
upon environmental compliance in its business and not only seeks to
ensure ongoing compliance with relevant legislation but also
strives to ensure that environmental best practice is incorporated
into its key processes.
-- Major disruption/disaster: business continuity planning is reviewed regularly.
-- The effect of legislation or other regulatory activities: the
Group monitors forthcoming and current legislation.
-- Shrinkage: All retailers are exposed to customer and employee
theft. The Group has a zero tolerance to theft and we continually
review internal systems and controls. We maximise the use of CCTV
surveillance in store and aim to prosecute where relevant.
Our 2017 Strategic Report from pages 3 to 14 has been reviewed
and approved by the Board of Directors on 25 April, 2017.
Alan Richardson
Chief Financial Officer
GOVERNANCE
Board Of Directors
Richard Rose, Chairman (Age: 61)
Richard Rose was appointed Chairman of Crawshaw Holdings Limited
(Crawshaw Holdings) in April 2007. He became non-executive Chairman
of the Company (Crawshaw Group PLC) on 1 September 2006 (at such
time being called Felix Group PLC). In April 2008, Crawshaw
Holdings was acquired by the Company through a reverse takeover as
a result of which the Company was renamed Crawshaw Group PLC.
Noel Collett, Chief Executive Officer (Age: 42)
Noel Collett joined Crawshaws as CEO in March 2015 having spent
over 16 years with Lidl, the German Discounter. Noel has held a
number of key senior leadership roles in the UK and Germany, and
for the 12 years before joining Crawshaws served as Lidl's Chief
Operating Officer for the UK business. He has been widely credited
as an instrumental figure in transforming Lidl from a low-cost
brand to a high-quality retailer during a decade of rapid sales
growth.
Alan Richardson, Chief Financial Officer (Age: 40)
Alan joined Crawshaws as the Chief Financial Officer in
September 2015 having spent 5 years at Morrisons, most recently as
Finance Director Retail & Logistics. Previous to that, Alan
spent 8 years at Asda in various senior finance roles following his
qualification as a Chartered Accountant at KPMG.
Mark Naughton-Rumbo, Non-Executive Director (Age: 56)
Mark qualified as a Chartered Accountant with Ernst &
Whinney in 1984 and since that time has held a number of key
directorships in public and private SME companies in the retail
sector. He has achievements in strategic development and
implementation, experience of managing businesses in extremely
challenging economic circumstances, delivering business turnaround
and profitable growth. He is currently Group CFO of Anthony
Nicholas Group, an Irish based fine jewellery and watch business
operating in the UK and Ireland retail sectors.
Ken McMeikan, Non-Executive Director (Age: 51)
Ken is currently Group CEO of the Brakes Group, a leading
pan-European foodservice company, a position he has held since
2013. Prior to this, Ken was Group CEO of Greggs Plc, the UK's
leading bakery food-on-the-go retailer, a position he held from
2008 to 2013. Additionally, Ken has a combined 18 years of senior
retail experience with both Tesco and Sainsbury's.
Directors' Report
The Directors present their Annual Report on the affairs of the
Group together with audited financial statements for the 52 weeks
ended 29 January (2016: 52 week period).
Crawshaw Group Plc ('the Company') is a public limited company
incorporated and domiciled in the United Kingdom and under the
Companies Act 2006.
The address of the Company's registered office is Crawshaw Group
Plc, Unit 4, Sandbeck Way, Hellaby Industrial Estate, Rotherham S66
8QL.
The Company has its primary listing on AIM, part of the London
Stock Exchange.
The Group financial statements were authorised for issue by the
Board of Directors on 26 April, 2017.
Further information on the activities of the business, the Group
strategy and an indication of the outlook for the business are
presented in the Chairman's Statement, The CEO's Statement and the
Strategy and Business Model sections of the report.
Results and Dividends
Reported under IFRS the Group loss before taxation is (GBP1.4m)
(2016: GBP0.3m loss). After a taxation credit of GBP0.2m (2016
credit: GBP0.1m) the Group loss for the year is GBP1.2m (2016:
GBP0.3m loss).
The directors do not propose payment of a final dividend.
Substantial Shareholdings
At 1st March 2017, the directors had been notified of the
following interests, of 3% and over, in the Company's issued
ordinary share capital:
Unaudited
Shareholder Number %
of Ordinary
Shares
Schroder Investment Management 7,700,000 9.72
Hargreave Hale 7,285,312 9.20
Unicorn Asset Management 7,276,875 9.18
Columbia Threadneedle Investments 6,197,306 7.82
Hargreaves Lansdown Asset Management 5,488,440 6.93
Crawshaw Group Plc Directors 5,476,003 6.91
Living Bridge 4,461,015 5.63
Ruffer 3,750,000 4.73
Mr John Kelly 3,571,762 4.51
Directors and their interests
The following Directors held office during the Year ended 31
January 2017 and subsequently:
Kevin P Boyd (resigned 6 January 2017)
Noel J Collett
Mark Naughton-Rumbo
Alan Richardson
Richard S Rose
Kennedy McMeikan (appointed 8 July 2016)
The interests of the directors in the ordinary shares of the
Company are shown below:
Unaudited 1 March, 10 March,
2017 2016
Number Number
of 5p of 5p
Ordinary Ordinary
Shares Shares
Kevin P Boyd - 2,716,311
Noel J Collett - -
Mark Naughton-Rumbo 54,456 54,456
Alan Richardson - -
Richard S Rose 5,241,547 5,241,547
Kennedy McMeikan 180,000 -
The interests of the Directors in options to acquire shares are
shown below:
Unaudited 1 March, 10 March,
2017 2016
Number Number
of 5p of 5p
Ordinary Ordinary
Shares Shares
Kevin P Boyd - 235,954
Noel J Collett - -
Mark Naughton-Rumbo - -
Alan Richardson - -
Richard S Rose - -
Financial Instruments
The Company's financial risk management objectives can be found
in notes 19 and 20 to the financial statements
Creditor payment policy
The Group agrees payment with its trade creditors and other
suppliers on an individual contract basis at the time the goods and
services are ordered rather than following a standard code. The
policy is to abide by the agreed terms once satisfied that the
goods or services have been provided in accordance with the
contract terms and conditions. The Group's average creditor payment
period at 31 January 2017 was 58 days (2016: 59 days).
Employee involvement
The Board recognises that the Group's performance and success is
directly related to our ability to attract, train and motivate high
calibre employees. We place considerable value on the involvement
of its employees and has continued to keep them informed on matters
affecting them as employees and on the various financial and
economic factors affecting the performance of the Group.
Going concern
The principal risks and uncertainties facing the Group are set
out on page 13 and 14. For the purposes of their assessment of the
preparation of the Group's accounts on a going concern basis, the
Directors have considered the current cash position and forecasts
of future trading including working capital and investment
requirements.
During the year the Group met its day-to-day general corporate
and working capital requirements through existing cash resources.
At 29 January 2017 the Group had cash on hand of GBP2.1m (2016:
GBP4.9m).
Overall, the Directors believe the Group is well placed to
manage its business risks and successful execute the growth
strategy. The Group's forecasts and projections, taking account of
reasonable possible changes in trading performance, show that the
Group should have sufficient cash resources to meet its
requirements for at least the next 12 months. Accordingly, the
adoption of the going concern basis in preparing the financial
statements remains appropriate.
Disclosure of information to auditors
The directors who held office at the date of approval of this
Directors' report confirm that, so far as they are each aware,
there is no relevant audit information of which the Group's auditor
is unaware; and each Director has taken all the steps that he/she
ought to have taken as a director to make himself/herself aware of
any relevant audit information and to establish that the Group's
auditor is aware of that information.
Auditor
A resolution to re-appoint KPMG LLP as auditors and to authorise
the Directors to determine their remuneration will be put to the
members at the forthcoming Annual General Meeting.
By order of the board
Alan Richardson
Company Secretary Unit 4, Sandbeck way
Hellaby Industrial Estate
Rotherham
Company Number: 04755803 South Yorkshire
S66 8QL
25 April 2017
Report of the Remuneration Committee
Compliance
This report by the Remuneration Committee, on behalf of the
Board, contains full details of the remuneration of each Director
during the period under review.
Directors' remuneration policy
The Committee aims to ensure that the remuneration packages
offered are competitive and are designed to attract, retain and
motivate executives of the right calibre.
Emoluments of the directors
For the 52 weeks to 29th January 2017
Salaries Benefits Pension Compensation Total
and excluding Contributions for loss GBP'000
fees pension GBP'000 of office
GBP'000 GBP'000 GBP'000
----------------------- ---------- ------------ ---------------- -------------- ----------
K P Boyd (resigned
6 January 2017) 104 3 7 17 131
N J Collett 326 8 - - 334
M Naughton-Rumbo 20 - - - 20
A Richardson 137 - - - 137
R S Rose 60 6 - - 66
K McMeikan (appointed
8 July 2016) 14 - - - 14
Emoluments of the directors
For the 52 weeks to 31(st) January 2016
Salaries Benefits Pension Compensation Total
and excluding Contributions for loss GBP'000
fees pension GBP'000 of office
GBP'000 GBP'000 GBP'000
------------------------- ---------- ------------ ---------------- -------------- ----------
K P Boyd 82 2 40 - 124
N Collett (appointed
1 March 2015) 299 6 - - 305
C B Crawshaw (resigned
2 February 2016) 104 - - - 104
M Naughton-Rumbo 20 - - - 20
A Richardson (appointed
7 September 2015) 55 - - - 55
R S Rose 60 4 - - 64
L J Sherratt (resigned
31 December 2015) 102 - - 30 132
Pensions
Defined contribution pension payments are made to individual
pension plans to provide benefits for certain Executive Directors.
The Non-Executive Directors' emoluments are not pensionable.
Directors' service contracts
All Director service contracts are terminable on six months
notice.
Directors' share options
As at 29 January 2017, the Directors hold no shares under
option.
Long Term Incentive Plan (LTIP)
Shares were granted under the Crawshaw Group plc Long-Term
Incentive Plan on 24 April 2015. 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 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.
The Directors participating in the scheme at the date of this
report and their respective entitlement to the growth in value of
market capitalisation of Crawshaw Group plc above the hurdle rate
are as follows;
-- Noel Collett, 5.00%
-- Alan Richardson, 0.49%
There are specific trigger points governing when the
participants can exercise their options and how the fair value of
the awards have been calculated which are set out in Note 17 of the
accounts.
This report was approved by the Board on 25 April 2017 and
signed on its behalf by
K McMeikan
Chairman of the Remuneration Committee
Statement of Directors' responsibilities in respect of the
Annual Report.
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare group and parent
company financial statements for each financial year. As required
by the AIM Rules of the London Stock Exchange they are required to
prepare the group financial statements in accordance with IFRSs as
adopted by the EU and applicable law and have elected to prepare
the parent company financial statements on the same basis.
Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the group and parent company and of
their profit or loss for that period. In preparing each of the
group and parent company financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the parent
company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the group
and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 29 January 2017
29 January 31 January
2017 2016
Note GBP'000 GBP'000
------------------------------------------------------------ ----- ----------------- -----------
Revenue 44,228 37,060
Cost of sales (24,983) (20,356)
------------------------------------------------------------ ----- ----------------- -----------
Gross profit 19,245 16,704
------------------------------------------------------------ ----- ----------------- -----------
Other operating income 2 57 29
Administrative expenses (20,715) (17,114)
------------------------------------------------------------ ----- ----------------- -----------
Operating loss (1,413) (381)
Finance income 6 23 20
Finance expenses 6 (4) (2)
------------------------------------------------------------ ----- ----------------- -----------
Net finance expense 19 18
Share of profit of equity accounted investees (net of tax) 12 19
------------------------------------------------------------ ----- ----------------- -----------
Loss before income tax (1,382) (344)
Income tax credit 7 167 75
------------------------------------------------------------ ----- ----------------- -----------
Total recognised loss for the period (1,215) (269)
------------------------------------------------------------ ----- ----------------- -----------
Attributable to:
Equity holders of the Company (1,215) (269)
------------------------------------------------------------ ----- ----------------- -----------
Operating loss) analysed as:
EBITDA* 104 1,014
Exceptional Items 24 (63) (105)
Depreciation and Amortisation (1,237) (930)
Share Based Payment Charge (217) (360)
Operating loss (1,413) (381)
------------------------------------------------------------ ----- ----------------- -----------
(1.535) (0.342)
Basic loss per ordinary share p p
(1.535) (0.342)
Diluted loss per ordinary share p p
------------------------------------------------------------ ----- ----------------- -----------
* 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 29 January 2017
Group Group Company Company
2017 2016 2017 2016
Note GBP'000 GBP'000 GBP GBP
'000 '000
------------------------------------------------------------------ ----- --------- -------- -------- --------
ASSETS
Non current assets
Property, plant and equipment 9 8,847 7,184 - -
Intangible assets - goodwill and related acquisition intangibles 10 10,969 11,028 - -
Investment in equity accounted investees 11 125 125 - -
Investments in subsidiaries 12 - - 16,789 16,572
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total non current assets 19,941 18,337 16,789 16,572
------------------------------------------------------------------ ----- --------- -------- -------- --------
Current assets
Inventories 14 1,469 1,014 - -
Trade and other receivables 15 787 726 2,373 2,784
Cash and cash equivalents 2,147 4,880 - 8
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total current assets 4,403 6,620 2,373 2,792
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total assets 24,344 24,957 19,162 19,364
------------------------------------------------------------------ ----- --------- -------- -------- --------
SHAREHOLDERS' EQUITY
Share capital 3,962 3,947 3,962 3,947
Share premium 14,051 13,941 14,051 13,941
Reverse acquisition reserve 447 447 - -
Merger reserve - - 508 508
Retained earnings (81) 1,327 539 863
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total shareholders' equity 18,379 19,662 19,060 19,259
------------------------------------------------------------------ ----- --------- -------- -------- --------
LIABILITIES
Non current liabilities
Other payables 16 559 279 - -
Interest bearing loans and borrowings 18 58 35 - -
Deferred tax liabilities 13 472 618 - -
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total non current liabilities 1,089 932 - -
------------------------------------------------------------------ ----- --------- -------- -------- --------
Current liabilities
Trade and other payables 16 4,812 4,325 102 105
Interest bearing loans and borrowings 18 64 38 - -
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total current liabilities 4,876 4,363 102 105
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total liabilities 5,965 5,295 102 105
------------------------------------------------------------------ ----- --------- -------- -------- --------
Total equity and liabilities 24,344 24,957 19,162 19,364
------------------------------------------------------------------ ----- --------- -------- -------- --------
These financial statements were approved by the Board of
Directors on 25 April 2017 and were signed on its behalf by:
Alan Richardson
Director and Company Secretary
Company registered number: 04755803
Consolidated Statements of Changes in Shareholders' Equity
Reverse
Share Share acquisition Retained Total
capital premium reserve Earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------------- -------- -------- ------------ --------- --------
Group
Balance at 1 February 2015 3,941 13,897 447 1,686 19,971
-------------------------------------------- -------- -------- ------------ --------- --------
Loss for the period - - - (269) (269)
Share based payment charge - - - 359 359
Dividend on equity Shares - - - (449) (449)
Share options 117,647 Shares 6 44 - - 50
-------------------------------------------- -------- -------- ------------ --------- --------
Balance at 31 January 2016 3,947 13,941 447 1,327 19,662
-------------------------------------------- -------- -------- ------------ --------- --------
Loss for the period - - - (1,215) (1,215)
Share based payment charge - - - 217 217
Dividend on equity Shares - - - (372) (372)
Long term incentive plan options exercised - - - (38) (38)
Share options 241,470 Shares 15 110 - - 125
-------------------------------------------- -------- -------- ------------ --------- --------
Balance at 29 January 2017 3,962 14,051 447 (81) 18,379
-------------------------------------------- -------- -------- ------------ --------- --------
The reverse acquisition reserve was established under IFRS 3
'Business Combinations' following the deemed acquisition of
Crawshaw Group Plc by Crawshaw Holdings Limited on 11 April
2008.
Share Share Merger Retained Total
capital premium reserve Earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- -------- -------- --------- --------
Company
Balance at 1 February 2015 3,941 13,897 508 268 18,614
------------------------------ -------- -------- -------- --------- --------
Profit for the period - - - 697 697
Share based payment charge - - - 347 347
Dividend on equity shares - - - (449) (449)
Share options 117,647 shares 6 44 - - 50
------------------------------ -------- -------- -------- --------- --------
Balance at 1 February 2016 3,947 13,941 508 863 19,259
------------------------------ -------- -------- -------- --------- --------
Loss for the period - - - (169) (169)
Share based payment charge - - - 217 217
Dividend on equity shares - - - (372) (372)
Share options 241,470 shares 15 110 - - 125
------------------------------ -------- -------- -------- --------- --------
Balance at 31 January 2017 3,962 14,051 508 539 19,060
------------------------------ -------- -------- -------- --------- --------
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 52 week period ended 29 January 2017
Group Group Company Company
29 January 31 January 29 January 31 January
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Cash flows from operating activities
Loss for the period (1,215) (269) (169) 697
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Adjustments for:
Depreciation and amortisation 1,211 925 - -
Loss on sale of property, plant and equipment 37 5 - -
Net financial charges (19) (18) - -
Share based payment charges 217 359 - -
Share of profit of equity accounted investees (net of tax) (12) (19) - -
Taxation (167) (75) - -
Dividend received - - - (949)
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Operating cashflow before movements in working capital 52 908 (169) (252)
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Movement in trade and other receivables (196) 260 394 (2,260)
Movement in trade and other payables 749 1,133 14 6,162
Movement in inventories (455) (110) - -
Tax received/(paid) 168 (326) - 78
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Net cash generated/(used in) from operating activities 318 1,865 239 3,728
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Cash flows from investing activities
Purchase of property, plant and equipment (2,947) (2,265) - -
Proceeds from sale of property, plant & equipment 63 5 - -
Received from equity accounted investees 12 - - -
Purchase of subsidiary - (4,318) - (4,278)
Cash acquired on purchase of subsidiaries - 811 - -
Interest received 23 20 - -
Interest paid (4) (2) - -
Dividend received - - - 949
Dividend paid (372) (449) (372) (449)
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Net cash (used in) investing activities (3,225) (6,198) (372) (3,778)
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Cash flows from financing activities
Repayment of loans - - - -
Share placing - - - -
HP financing 49 73 - -
Share capital raised 125 50 125 50
Movements in amounts owed by group companies - - - -
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Net cash generated from financing activities 174 123 125 50
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Net change in cash and cash equivalents (2,733) (4,210) (8) -
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Cash and cash equivalents at start of period 4,880 9,090 8 8
Cash and cash equivalents at end of period 2,147 4,880 0 8
------------------------------------------------------------ ---------------- ----------- ----------- -----------
Notes to the financial statements
(forming part of the financial statements)
52 Weeks ended 29 January 2017
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 29 January
2017. The prior year was also a 52 week period.
New IFRS and amendments to IAS and interpretations
There have been no significant changes to accounting under IFRS
which have affected the Group's results. The Group has considered
the following amendments to published standards that are effective
for the first time for the 52 weeks ended 29 January 2017 and
concluded that they are either not relevant to the Group or they do
not have a significant impact on the Group's financial statements.
These amendments are:
-- Amendments to IAS 1 'Presentation of Financial Statements';
-- Amendments to IFRS 11 'joint arrangements' on accounting for
acquisitions of interests in joint operations;
-- Amendments to IAS 16 'Plant, property and equipment' and IAS
38 'Intangible assets' on acceptable methods of depreciation and
amortisation;
-- Amendments to IAS 27 'Consolidation and separate financial
statements' which allows entities to equity account for joint
ventures and associates in their separate financial statements;
and
-- Annual improvements 2012-2014.
There are a number of standards and interpretations issued by
the IASB that are effective for financial statements after this
reporting period.
These are:
-- IFRS 9 'Financial Instruments' was published in July 2014 and
will be effective for the Group from the period beginning 1(st)
February 2018. The standard is applicable to financial assets and
financial liabilities, and covers the classification, measurement,
impairment and de-recognition of financial assets and financial
liabilities together with a new hedge accounting model. This
standard is not expected to have a material impact on the
consolidated financial statements.
-- IFRS 15 'Revenue from Contracts with Customers' will be
effective or the Group from the period beginning 1(st) February
2018, replacing IAS 18 'Revenue,' IAS 11 'Construction contracts'
and related interpretations. The standard establishes a principles
based approach for revenue recognition and is based on the concept
of recognising revenue when a customer obtains control of a good or
service and has the ability to direct the use and obtain the
benefits from the goods or services. It applies to all contracts
with customers, except those in the scope of other standards. It
replaces the separate models for goods, services and construction
contracts under the current accounting standards. Group believes
that the adoption of IFRS 15 will not have a material impact on the
consolidated financial statements
-- IFRS 16 'Leases' was published in January 2016 and will be
effective for the Group from the period beginning 1 February 2019,
replacing IAS 17 'Leases,' subject to EU endorsement. The standard
requires lessees to recognise assets and liabilities for all leases
unless the lease term is 12 months or less or the underlying asset
is of low value. IFRS 16 represents a significant change in the
accounting and reporting of leases and it will primarily change the
balance sheet as well as impacting the income statement and lessee
reporting as disclosed in note 22. The Group is in the process of
quantifying the impact of the new standard. The new standard is
likely to have an impact on the Group's results and a material
impact on the balance sheet, as the majority of arrangements that
are currently accounted for as operating leases will come onto the
Group's balance sheet. However, it is not yet practicable to fully
quantify the effect of IFRS 16 on these consolidated 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. 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 GBP2.1m.
In the year, the Group entered into a GBP4m, 5 year Revolving
Credit Facility with RBS. The facility was undrawn at year end and
is expected to remain undrawn through FY 2018.
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 with the appropriate
decisions being taken on the pace of new store rollout to ensure a
sufficient working capital buffer is maintained to cover day to day
cash requirements of the business.
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 5%-10%
-- 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.
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)
-- Goodwill and intangible assets in business combinations (note 10)
2. Other operating income
2017 2016
GBP'000 GBP'000
----------------------- -------- --------
RGV management charge 12 12
Other 45 17
-------------------------- -------- --------
Total 57 29
-------------------------- -------- --------
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 loss are the following:
2017 2016
GBP'000 GBP'000
Depreciation of property, plant and equipment (owned) (note 9) 1,151 789
Amortisation of intangible assets (note 10) 60 136
Loss on sale of property, plant and equipment 37 5
--------------------------------------------------------------------------- ---------------- --------
Auditor's remuneration:
2017 2016
GBP'000 GBP'000
------------------------------------------------------------------------ ---------------- --------
Audit of these financial statements 16 16
Amounts receivable by the auditors and their associates in respect of:
Audit of financial statements of subsidiaries pursuant to legislation 44 44
Other services relating to taxation 12 56
VAT related and other Advisory services 10 7
--------------------------------------------------------------------------- ---------------- --------
Total auditors' remuneration 82 123
--------------------------------------------------------------------------- ---------------- --------
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
-------------
2017 2016
------------ ------ -----
Management 6 5
Other 643 447
--------------- ------ -----
649 452
------------ ------ -----
The aggregate payroll costs of these persons were as
follows:
2017 2016
GBP'000 GBP'000
----------------------- -------- --------
Wages and salaries 10,822 8,833
Social security costs 691 489
Other pension costs 7 56
-------------------------- -------- --------
11,520 9,378
----------------------- -------- --------
5. Key management compensation
2017 2016
GBP'000 GBP'000
------------------------------------------------------- -------- --------
Wages and salaries 695 721
Company contributions to money purchase pension plans 7 40
---------------------------------------------------------- -------- --------
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 GBP334k (2016:
GBP305k). No company pension contributions were made on his behalf
(2016: GBPnil).
Number of
Directors
-------------
2017 2016
------------------------------------------------------------------------------ ------ -----
Retirement benefits are accruing to the following number of Directors under:
Money purchase schemes 1 1
--------------------------------------------------------------------------------- ------ -----
6. Finance and income expense
2017 2016
GBP'000 GBP'000
------------------------ -------- --------
Bank interest received 23 20
--------------------------- -------- --------
Finance income 23 20
--------------------------- -------- --------
Bank interest paid 4 2
--------------------------- -------- --------
Finance expenses 4 2
--------------------------- -------- --------
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:
2017 2016
GBP'000 GBP'000
------------------------------------------------ -------- --------
Current tax 24 17
Adjustments for prior year (22) (142)
--------------------------------------------------- -------- --------
2 (125)
Deferred tax:
Origination and reversal of timing differences (168) (14)
Adjustments for prior year (1) 64
Effect of rate change - -
------------------------------------------------ -------- --------
(169) 50
------------------------------------------------ -------- --------
Income tax (credit) (167) (75)
--------------------------------------------------- -------- --------
Reconciliation of effective tax rate
2017 2016
GBP'000 GBP'000
------------------------------------------ -------- --------
Loss for the period (1,215) (269)
Total Tax Expense (167) (75)
--------------------------------------------- -------- --------
Loss excluding taxation (1,382) (344)
Tax using UK Corporation tax rate of 20% (276) (69)
Non-deductible expenses 78 70
Adjustment in respect of prior years (23) (78)
Tax not at standard rate 30 2
Group relief 24 -
Total tax credit (167) (75)
--------------------------------------------- -------- --------
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 on 26 October 2015. A further rate
reduction to 17% (to be effective from 1 April 2020) was
substantively enacted on 6 September 2016.
This will reduce the Company's future current tax charge
accordingly and reduce the deferred tax asset at 31 January 2017
which has been calculated based on the rate of 17% 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
79,140,309 (31 January 2016: 78,845,870).
The calculation of the basic and diluted earnings per share is
based on the following data:
2017 2016
Earnings GBP'000 GBP'000
----------------------------------------- ----------- -----------
Loss attributable to shareholders (1,215) (269)
-------------------------------------------- ----------- -----------
2017 2016
Number of shares No. No.
----------------------------------------- ----------- -----------
Basic weighted average number of shares 79,140,309 78,845,870
Dilutive potential ordinary shares - -
----------------------------------------- ----------- -----------
Total 79,140,309 78,845,870
-------------------------------------------- ----------- -----------
Earnings per share 2017 2016
----------------------------------------- ----------- -----------
Basic (1.535) (0.342)
-------------------------------------------- ----------- -----------
In both years the share options were anti-dilutive as the Group
reported a loss in each period.
9. Property, plant and equipment
Land and Buildings
------------------------
Plant,
Assets Leasehold equipment
under
construction Freehold improvements and vehicles Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ------------- --------- ------------- ------------- --------
Cost
Balance at 1 February 2016 345 815 5,063 4,406 10,629
Additions at cost 51 - 269 2,627 2,947
Disposals - - (66) (148) (214)
Transfer (345) 345 -
---------------------------------- ------------- --------- ------------- ------------- --------
Balance at 29 January 2017 51 815 5,266 7,230 13,362
---------------------------------- ------------- --------- ------------- ------------- --------
Depreciation and impairment
Balance at 1 February 2016 - 208 1,688 1,549 3,445
Depreciation charge for the year - 57 310 784 1,151
Disposals - (4) (77) (81)
---------------------------------- ------------- --------- ------------- ------------- --------
Balance at 29 January 2017 - 265 1,994 2,256 4,515
---------------------------------- ------------- --------- ------------- ------------- --------
Net book value
At 29 January 2017 51 550 3,272 4,974 8,847
---------------------------------- ------------- --------- ------------- ------------- --------
At 31 January 2016 345 607 3,375 2,857 7,184
---------------------------------- ------------- --------- ------------- ------------- --------
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 Leasehold equipment
under
construction Freehold improvements and vehicles Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ------------- --------- ------------- ------------- --------
Cost
Balance at 1 February 2015 80 815 4,706 2,088 7,689
Additions at cost 345 - 278 1,642 2,265
Addition on acquisition - - 79 620 699
Disposals - - - (24) (24)
Transfer (80) - - 80 -
---------------------------------- ------------- --------- ------------- ------------- --------
Balance at 31 January 2016 345 815 5,063 4,406 10,629
---------------------------------- ------------- --------- ------------- ------------- --------
Depreciation and impairment
Balance at 1 February 2015 - 149 1,358 818 2,325
Depreciation charge for the year - 59 266 464 789
Depreciation on acquisition - - 64 280 344
Disposals - - - (13) (13)
---------------------------------- ------------- --------- ------------- ------------- --------
Balance at 31 January 2016 - 208 1,688 1,549 3,445
---------------------------------- ------------- --------- ------------- ------------- --------
Net book value
At 31 January 2016 345 607 3,375 2,857 7,184
---------------------------------- ------------- --------- ------------- ------------- --------
At 31 January 2015 80 666 3,348 1,270 5,364
---------------------------------- ------------- --------- ------------- ------------- --------
10. Intangible assets
Other
intangibles Goodwill Brand Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ------------ --------- -------- --------
Group
Cost or deemed cost
---------------------------------- ------------ --------- -------- --------
At 1 February 2016 365 10,590 694 11,649
Balance at 29 January 2017 365 10,590 694 11,649
----------------------------------- ------------ --------- -------- --------
Amortisation and impairment
At 1 February 2016 315 - 305 620
Amortisation charge for the year 25 - 35 60
----------------------------------- ------------ --------- -------- --------
Balance at 29 January 2017 340 - 340 680
----------------------------------- ------------ --------- -------- --------
Net book value
At 29 January 2017 25 10,590 354 10,969
----------------------------------- ------------ --------- -------- --------
At 31 January 2016 50 10,590 389 11,029
----------------------------------- ------------ --------- -------- --------
Prior year
Other
intangibles Goodwill Brand Total
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------------- ------------ --------- -------- --------
Group
Cost or deemed cost
-------------------------------------------- ------------ --------- -------- --------
At 31 January 2015 214 7,206 694 8,114
Assets Acquired from Gabbotts Farm Limited 151 3,384 - 3,535
--------------------------------------------- ------------ --------- -------- --------
Balance at 31 January 2016 365 10,590 694 11,649
--------------------------------------------- ------------ --------- -------- --------
Amortisation and impairment
At 1 February 2015 214 - 270 484
Amortisation charge for the year 101 - 35 136
--------------------------------------------- ------------ --------- -------- --------
Balance at 31 January 2016 315 - 305 620
--------------------------------------------- ------------ --------- -------- --------
Net book value
At 31 January 2016 50 10,590 389 11,029
--------------------------------------------- ------------ --------- -------- --------
At 31 January 2015 - 7,206 424 7,630
--------------------------------------------- ------------ --------- -------- --------
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 ten years and two months.
The amortisation and impairment charge is recognised in the
following line items in the consolidated statement of comprehensive
income:
2017 2016
GBP'000 GBP'000
------------------------- -------- --------
Administrative expenses 60 136
---------------------------- -------- --------
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.
Each store is treated as a separate cash generating unit grouped
together into '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 2017 is as follows:
2017 2016
GBP'000 GBP'000
----------------------------- -------- --------
Crawshaw Butchers Limited 7,029 7,029
East Yorkshire Beef Limited 177 177
Gabbotts Farm Limited 3,384 3,384
-------------------------------- -------- --------
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 8.8% (2016: 13.3%).
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
sufficient headroom between the value in use calculation and the
carrying value of the CGU.
11. Investments in equity accounted investees
Group Group
2017 2016
GBP'000 GBP'000
------------------------------------------ -------- --------
Non-current
Investment in equity accounted investees 125 125
--------------------------------------------- -------- --------
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 2016. The Group does not exert
control over the entity.
The carrying value of investments in equity accounted investees
includes GBPnil (2016: GBP19,020) of outstanding dividend declared
by RGV Refrigeration.
The share of profit recognised in the statement of comprehensive
income was received in cash in the year.
12. Other investments
Company Company
2017 2016
GBP'000 GBP'000
--------------------------------------- -------- --------
Non-current
Investment in Crawshaw Butchers Ltd 15,548 12,047
Investment in East Yorkshire Beef Ltd 247 247
Investment in Gabbotts Farm Ltd 994 4,278
------------------------------------------ -------- --------
Total 16,789 16,572
------------------------------------------ -------- --------
During the year the group restructured by hiving across the
trade and assets of Gabbotts Farm (Retail) Ltd into Crawshaw
Butchers Ltd. The transfer was done at undervalue however the
parent company has not suffered any actual loss as a result of the
transfer since the same trade and net assets remain within its
group. The difference between the proceeds on transfer of the trade
and assets and their recoverable amount has been reallocated to the
cost of investment in Crawshaw Butchers Limited.
13. Deferred tax liabilities
Recognised deferred tax liabilities
Deferred tax liabilities are attributable to the following:
Group Group
liabilities liabilities
2017 2016
GBP'000 GBP'000
--------------------------- ------------ ------------
Plant and equipment 414 550
Intangible assets - brand 58 68
Temporary Differences - -
--------------------------- ------------ ------------
472 618
--------------------------- ------------ ------------
Movement in deferred tax during the year
Recognised
31 January Acquired in income 29 January
in
2016 the current 2017
period year
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------------------- ----------- --------- ----------- -----------
Plant and equipment 550 - (130) 420
Deferred tax relating to intangible assets - brand 68 - (10) 58
Temporary differences - - (5) (6)
----------------------------------------------------- ----------- --------- ----------- -----------
618 - (145) 472
---------------------------------------------------- ----------- --------- ----------- -----------
14. Inventories
Group Group
2017 2016
GBP'000 GBP'000
---------------- -------- --------
Finished goods 1,469 1,013
------------------- -------- --------
Finished goods recognised as cost of sales in the year amounted
to GBP24,983k (2016: GBP20,356k).
15. Trade and other receivables
Group Group Company Company
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------- -------- -------- -------- --------
Trade receivables 126 54 -
Other tax and social security - 74 -
Prepayments and accrued income 661 463 10 -
Amounts owed from group undertakings - - 2,328 2,733
Corporation tax recoverable - 134 35 51
--------------------------------------- -------- -------- -------- --------
787 725 2,373 2,784
-------------------------------------- -------- -------- -------- --------
The Directors consider that the carrying amount of trade and
other receivables approximates their fair value.
Aged analysis of trade receivables
29 January 2017 31 January 2016
----------------------------------------------- --------------------------------------
Provision Provision
Gross for Net Gross for Net
doubtful trade doubtful trade
receivables Debt receivables receivables debt receivables
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ------------ ------------------- ------------ ------------ ---------- ------------
Not past due 104 - 104 30 - 30
Up to 1 month past due 21 - 21 33 (9) 24
Over 1 month past due 3 (2) 1 3 (3) -
------------------------ ------------ ------------------- ------------ ------------ ---------- ------------
128 (2) 126 66 (12) 54
------------------------ ------------ ------------------- ------------ ------------ ---------- ------------
Provision for doubtful debt GBP'000
------------------------------ --------
Provision at 31 January 2016 (12)
Created during the year (2)
Utilised during the year 2
Released during the year 10
---------------------------------- --------
Provision at 31 January 2017 (2)
---------------------------------- --------
The release of the provision in the year was credited to the
administration expense line in the Income Statement.
16. Trade and other payables
Group Group Company Company
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- -------- -------- --------
Current:
Trade payables 3,864 3,019 31 -
Other creditors and accruals 936 1,306 71 105
Corporation Tax 12 - - -
------------------------------ -------- -------- -------- --------
4,812 4,325 102 105
------------------------------ -------- -------- -------- --------
Non-current:
Accruals 559 279 - -
------------------------------- -------- -------- -------- --------
559 279 - -
------------------------------ -------- -------- -------- --------
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:
2017 2016
GBP'000 GBP'000
----------------------------- --------- --------
Defined contribution scheme - 2
-------------------------------- ------ --------
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.
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:
Number
Number of
of options
options at
at Granted Exercised Lapsed 29
Exercise 1 Feb in in in Jan
Date granted price 2016 period period period 2017 Exercise period
---------------- --------- --------- -------- ---------- ---------- --------- ---------------------------
14 April 2008
14 April 2008 42.5p 705,881 - (294,117) (411,764) - to 14 April 2018
9 July 2015 59.5p 140,335 - - - 140,335 9 July 2015 to 9 July 2025
4 January 2016
4 January 2016 82.5p 72,727 - - - 72,727 to 4 January 2026
---------------- --------- --------- -------- ---------- ---------- --------- ---------------------------
During the year the Group recognised a charge of GBPNil (2016:
GBP13k) 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 Expected exercise between 0 and 10 years
---------------------------------------------- -----------------------------------------
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 recognised in the Statement
of Comprehensive Income is GBP217,000.
18. Loans and borrowings - Group
2017 2016
GBP'000 GBP'000
--------------------------- -------- --------
Current Hire Purchase 64 38
------------------------------ -------- --------
Non-current Hire Purchase 58 35
------------------------------ -------- --------
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
2017 2016
-------------------- --------------------
1 year 1 year 1 year 1 year
or less or more or less or more
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------- --------- --------- --------- ---------
Non-derivative financial liabilities
Finance lease liabilities 64 58 38 35
Trade and other payables 4,812 559 4,326 279
--------------------------------------- --------- --------- --------- ---------
Total 4,876 617 4,364 314
--------------------------------------- --------- --------- --------- ---------
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 to and over
< 2 years < 5 years
Financial Instrument interest GBP GBP GBP GBP
rate
---------------------- ---------- --------- ----------- ----------- ---------
Cash 1.0% 2,147 - - -
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 authorisation 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 29 January 2017 and 31 January 2016.
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
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- --------
Less than one year 1,676 1,312 - -
Between one and five years 5,495 4,498 - -
More than five years 3,786 3,186 - -
----------------------------- -------- -------- -------- --------
Total 10,957 8,996 - -
----------------------------- -------- -------- -------- --------
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 GBP1,676k (2016: GBP1,342k) 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 and the Remuneration
Report. 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. The amount outstanding from subsidiary
undertakings to the Company at 31 January 2017 totalled GBPnil
(2016: GBPnil). Amounts owed to subsidiary undertakings by the
Company at 31 January 2017 totalled GBPnil (2016: GBPnil).
The Company has suffered no expense in respect of bad or
doubtful debts of subsidiary undertakings in the year (2016:
GBPnil).
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:
2017 2016
GBP'000 GBP'000
------------------------------------------------------------ -------- --------
Amounts received in respect of management charges 12 12
Amounts paid in respect of repair and maintenance services 130 98
--------------------------------------------------------------- -------- --------
The amount outstanding from jointly controlled entities to the
Group at 31 January 2017 totalled GBP5,053 (2016: GBP19,020).
Amounts owed joint ventures by the Group at 31 January 2017
totalled GBP9,363 (2016: GBP27,959).
The Group has suffered no expense in respect of bad or doubtful
debts of jointly controlled entities in the year (2016:
GBPnil).
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 GBP13,500 in
2017 (2016: GBP13,500). Amounts owed to The Colin Crawshaw Pension
Scheme by the Group at 31 January 2017 totalled GBP10,125 (2016:
GBPnil).
24. Exceptional costs
Exceptional costs are defined as one off costs incurred in the
year which are of a non-recurring nature.
Exceptional costs incurred:
2017 2016
GBP'000 GBP'000
---------------------------------------------------------------------- --------- --------
Legal and professional fees in relation to Gabbotts Farm acquisition - 105
Bank facility arrangement fees and non-utilisation charges 40 -
Other Costs 23 -
------------------------------------------------------------------------- ------ --------
25. Subsidiary undertakings
At 29 January 2017 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
All the above subsidiary undertakings have the the following
registered office:
Unit 4, Sandbeck Way, Hellaby Industrial Estate, Rotherham, S66
8QL
The shareholdings were 100% of the subsidiary undertakings'
ordinary and preference shares. Each of the subsidiaries is
included in the consolidated financial statements.
26. Ultimate parent company
The Company is the ultimate parent company of the Group.
No other group financial statements include the results of the
Company.
27. Post balance sheet event
On 25 April 2017, the Group entered into a 3 year supply
agreement for Crawshaw to acquire fresh meat and other products
from 2 Sisters (through a 100% owned subsidiary, Amber Foods
Limited).
On the same date, the Group entered Head of Terms under which
Invest Co 1 Limited, a vehicle 100% controlled by Boparan Private
Office ("BPO"), and Stephen Henderson, chief financial officer of
BPO, are expected to acquire an aggregate of 33,794,490 new shares
in the Group for GBP5.1m, representing a 29.9% stake in Crawshaw.
Invest Co 1 Limited will hold 33,594,490 Ordinary Shares and
Stephen Henderson will hold 200,000 Ordinary Shares. These
investments reflect a price per Ordinary Share of 15.2p, being the
market price of the Company as the partnership with 2 Sisters was
being structured. Invest Co 1 Limited is to be granted warrants to
subscribe for an additional 45,436,069 Ordinary Shares (subject to
certain anti-dilution protections), also at 15.2p per Ordinary
Share, to take a further 20.1% stake in the Group. The Warrants
will be exercisable by Invest Co 1. This transaction is subject to
shareholder and takeover panel approval.
28. Annual Report
The Group's Annual Report and Financial Statements for the 52
weeks ended 29 January 2017 were approved
on 25 April 2017 and are expected to be posted to shareholders,
along with the Group's Notice of Annual
General Meeting ("AGM") and related form of proxy, in due
course. The AGM will be held at 12 noon on
Wednesday 28 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UVOVRBUASUAR
(END) Dow Jones Newswires
April 26, 2017 02:00 ET (06:00 GMT)
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