27 Apr 2010 07:00
Crawshaw Group PLC
Final Results
Crawshaw Group PLC ( "the Company"), the meat focussed retailer, today reports its audited results for the year ended 31 January, 2010.
Highlights
·; Total sales for the year to 31st January, 2010 increased by over 18% to £19m (2009 : £16m).
·; Like for like sales down 8% driven by customers switching to lower priced products due to the recession.
·; Gross profit up 20% to £8.2m (2009 : £6.8m) primarily due to increased turnover but also because gross margins increased versus the prior year.
·; Operating profit reduced to £318k (2009 : £854k), excluding exceptional items, as operating costs are higher than the prior year due to the full year impact of new store openings and plc related expenses.
·; Net debt reduced to £0.9m (2009 : £2.7m)
·; Cash generated by operating activities £0.6m (2009 : £0.3m).
| For further information, please contact:
Crawshaw Group PLC |
01709 369 602 |
| Lynda Sherratt |
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| WH Ireland Limited (Nominated Adviser) |
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| Robin Gwyn | 0161 832 2174 |
Chairman's Statement
Sales
Overall sales were up 18% to £19m (2009:£16m) versus last year as a result of (i) the full year impact of the 5 stores opened between July 2008 and January 2009 plus (ii) the additional sales from the 2 new stores opened in April and May 2009. It has however been a difficult year for our established stores with an 8% reduction in like for like sales. Part of the reduction is due to some transfer of business to new shops, and part of the sales underperformance, which peaked in Q3, was driven by the impact of the recession causing customers to switch into lower priced products.
I am pleased to report that customer feedback remains very positive with continuing high scores for quality, service and value. Customer loyalty also remains very high and this has undoubtedly contributed to our ability to slow the like for like decline through the 4th quarter and beyond. Although our customers have been spending a little less, we are delighted they have remained loyal to our brand and continue to shop with us in increasing numbers.
We have taken a number of actions to drive performance through the second half of the year. We re-profiled our product offering in certain areas in response to the change in our customers buying habits, and worked hard to attract new customers. We focused on "in store" customer service, and used sales promotions to remind customers of the quality and the value of our products. I'm very pleased to report that these initiatives worked well, resulting in improving trends since Q3 in both sales and margin.
Additionally, we have further developed our hot and deli offerings, providing our customers with greater variety and choice. This is a particularly significant and successful part of our business.
Margin
We saw weak gross margins in the early months of the year as we grappled with changing customer demand, finding it necessary to further promote many of our lines. Once we established the new pattern of demand we were able to profile our buying accordingly and as a result the gross margin since has strengthened very considerably.
I am also pleased to say that margin performance at the new stores, after a period of initial promotion, has also improved throughout the year to a level where the full year margin performance was in line with that achieved in our existing stores.
As a result gross profit is up 20% to £8.2m (2009: £6.8m) and the gross margin strengthened to 43% (2009:42.5%).
Costs
Operating costs before exceptionals are 30% higher than the prior year due to the full year impact of both new store openings and plc related expenses.
In addition to the new store costs we also have a full 12 months of plc related expenses this year versus c.9 months last year due to the timing of the reverse acquisition. All the pre-opening costs of new stores were fully expensed.
Overall we are managing costs well. Like for like wages and overheads such as fuel, telecoms and stationary are all lower than last year.
Operating Profit and EBITDA
Operating profit was £318k (2009: £854k) before exceptional costs. Further to the increases in operating costs described above we also continue to invest in staff training, systems and quality control to support future growth and efficiency.
EBITDA was £0.8m (2009: £1.1m)
No dividend is proposed.
Cash
Despite the slowdown in sales during the year we nonetheless generated £0.6m (2009:£0.3m) of cash from operating activities. In addition to this we generated £0.9m from the issue of share capital. Cash has been utilised on the opening of new retail outlets, £0.6m, and on repaying loans of £1.5m. Cash balances at the end of the reporting period are £0.8m (2009:£1.4m).
I am pleased to say that at the end of a difficult trading year net debt at £0.9m has reduced from £2.7m reported at the end of the prior year. This has been achieved by generating cash from operating activities, £0.6m, and raising £1.9m of new share capital (of which £1m was by way of conversion of loan notes), this is partly offset by working capital changes of £0.1m and capital expenditure of £0.6m.
New stores
Since July 2008 we have opened 7 new stores and have now had sufficient time to evaluate their performance. We opened a number of different formats: one small, four medium and two larger sizes. The new larger format stores are showing an outstanding performance on all measures - sales per sq ft, gross margin %, return on capital, and bottom line contribution. The higher footfall such stores command allow us to make a higher margin as wastage is reduced and staff can operate more efficiently. Being the most profitable, this is the model we would wish to roll out. The small and medium new stores are also contributing but it would clearly make sense to focus on the format that yields the greatest return. In time we also believe that the contribution of the smaller formats can be brought up to a much higher level by centralising certain functions currently performed locally - and at that stage a roll out of that format would also be contemplated.
Food safety & stock control
We continue to recognise the importance of food safety and since the implementation of our enhanced food safety management systems in 2008/9 the Company operates the best standards of working practices.
We have recently implemented an integrated stock system to improve the traceability of products from our suppliers, through our distribution centres and on to our stores. This visibility and control is essential to ensuring that we are selling quality product to meet the needs of our customers at all times.
We have also invested in Level 3 CIEH accredited food safety training for all our retail and area managers - providing the business with the knowledge and skills to ensure due diligence in key areas.
Outlook
The current financial year has started much more positively. Year to date trading, for both existing and new stores, for the 12 weeks to 25th April 2010 is ahead of budget, and with a rather higher gross margin than the start of last year, operating profit for the first 2 months of the year is significantly ahead of the first 2 months of last year.
It is particularly pleasing that each one of our new stores is trading ahead of plan and this gives us confidence to start planning for further sites. The search has commenced and we are confident that the lessons learned over the last 18 months of new store openings will provide an excellent foundation for our future expansion plans.
Richard Rose
Chairman
26th April, 2010
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| Balance Sheets At 31 January 2010 |
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| Group | Group | Company | Company |
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| Note | 2010 | 2009 | 2010 | 2009 |
| ASSETS |
| £ | £ | £ | £ |
| Non Current Assets |
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| Property, plant and equipment |
10 | 4,491,872 | 4,231,603 |
| - |
| Intangible assets - goodwill and related Acquisition intangibles |
11
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7,685,404 | 7,720,084 |
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- |
| Investment in equity accounted investees |
12 | 135,207 | 109,746 |
| - |
| Investments in Subsidiaries |
13 |
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| 11,700,000 | 11,700,000 |
| Total Non Current Assets |
| 12,312,483 | 12,061,433 | 11,700,000 | 11,700,000 |
| Current Assets |
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| Inventories | 15 | 484,998 | 461,521 |
| - |
| Trade and other receivables | 16 | 409,429 | 447,528 | 6,650,487 | 4,732,966 |
| Cash and cash equivalents |
| 800,381 | 1,463,545 | - | - |
| Total Current Assets |
| 1,694,808 | 2,372,594 | 6,650,487 | 4,732,966 |
| Total Assets |
| 14,007,291 | 14,434,027 | 18,350,487 | 16,432,966 |
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| SHAREHOLDERS' EQUITY |
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| Share capital | 19 | 2,890,940 | 2,334,009 | 2,890,940 | 2,334,009 |
| Share premium | 19 | 6,317,618 | 4,981,049 | 6,317,618 | 4,981,049 |
| Reverse acquisition reserve |
19 | 446,563 | 446,563 | - | - |
| Capital contribution reserve |
19 |
149,311 |
149,311 |
- |
- |
| Merger Reserve | 19 | - |
| 10,140,000 | 10,140,000 |
| Retained earnings | 19 | (312,379) | (613,232) | (1,001,655) | (1,059,592) |
| Total Shareholders' Equity |
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9,492,053 |
7,297,700 |
18,346,903 |
16,395,466 |
| LIABILITIES |
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| Non Current Liabilities |
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| Other payables | 17 | 122,375 | 100,289 | - | - |
| Interest bearing loans and borrowings |
20 | 1,740,000 | 1,950,000 | - | - |
| Deferred tax liabilities | 14 | 485,342 | 457,233 | - | - |
| Total Non Current Liabilities |
| 2,347,717 | 2,507,522 | - | - |
| Current Liabilities |
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| Trade and other payables | 17 | 2,167,521 | 2,376,787 | 3,584 | 37,500 |
| Interest bearing loans and borrowings |
| - | 2,252,018 | - | - |
| Total Current Liabilities |
| 2,167,521 | 4,628,805 | 3,584 | 37,500 |
| Total Liabilities |
| 4,515,238 | 7,136,327 | 3,584 | 37,500 |
| Total Equity and Liabilities |
| 14,007,291 | 14,434,027 | 18,350,487 | 16,432,966 |
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Notes to the financial statements
(forming part of the financial statements)
1. ACCOUNTING POLICIES
Background and basis of preparation
Both the consolidated and parent company financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs)
BASIS OF CONSOLIDATION
The consolidated financial information includes the financial information of the Company and its subsidiary undertakings made up to 31 January 2010 (together referred to as the 'Group').
The results of the Group at 31 January 2009 comprise the results of Crawshaw Holdings Limited for the year ended 31 January 2009 and those of Crawshaw Group PLC from 11 April 2008. This is as a consequence of applying reverse acquisition accounting arising from the Company, then named Felix Group PLC, becoming the legal parent of Crawshaw Group Limited (which subsequently changed its name to Crawshaw Holdings Limited) via a share for share exchange. Due to the relative sizes of the companies, the former Crawshaw Holdings Limited became the majority shareholders of the enlarged group. Following the transaction the Company's continuing operations and executive management were predominantly those of Crawshaw Holdings Ltd. Accordingly the substance of the combination was that Crawshaw Holdings Ltd acquired Felix Group PLC in a reverse acquisition. Felix Group PLC subsequently changed its name to Crawshaw Group PLC. However the equity structure appearing in these financial statements reflects the equity structure of the legal parent, including the equity instruments issued by the legal parent to effect the combination.
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 February 2009:
·; IAS1 (revised),'Presentation of Financial Statements' requires a statement of comprehensive income setting out all items of income and expense relating to non-owner changes in equity. There is a choice between presenting comprehensive income in one statement or two statements comprising an income statement and a separate statement of comprehensive income. The Group has elected to present one statement. In addition IAS1 (revised) requires the statement of changes in shareholders' equity to be presented as a primary statement. The other revisions to IAS1 have not had a significant impact on the presentation of the Group's financial information.
·; Amendment to IFRS2 (Share Based Payments) clarifies, amongst other matters, the treatment of cancelled options. The impact is insignificant.
·; IFRS8,'Operating Segments' replaces IAS14,'Segment Reporting' and requires the disclosure of segment information on the same basis as the management information provided to the Chief operating decision maker. The adoption of this standard has not resulted in a change in the Group's reportable segment, being retail butchery in the United Kingdom.
·; IAS23 (revised) requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction and production of a qualifying asset, as part of the cost of that asset. A qualifying asset is one that takes a substantial period of time to get ready for use or sale. On the basis the Group's new store openings have been funded principally by cash generated from operations and through the issue of shares the impact is not expected to be material.
At the date of approval of these financial statements the following Standards and Interpretations were in issue and endorsed by the EU but not yet effective:
·; Amendment to IAS32 'Classification of Rights Issues' (effective 1 February 2010)
·; IFRIC 17 'Distribution of Non Cash Assets to Owners' (effective 1 July 2009)
·; IFRIC 18 'Transfer of Assets from Customers' (effective 1 July 2009)
·; IFRIC 19 'Extinguishing Financial Liabilities with Equity' (effective 15 July 2010)
The adoption of these Standards and Interpretations is not expected to have a material impact
on the financial statements of the Group.
The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group") and equity account the Group's interest in associates and jointly controlled entities. The parent company financial statements present information about the Company as a separate entity and not about its group.
Both the parent company financial statements and the group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). On publishing the parent company financial statements here together with the group financial statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in this financial information.
Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial information and estimates with a significant risk of material adjustment in the next period are discussed below.
GOING CONCERN
The Group has currently in place borrowing facilities up to a maximum of £1,840,000. These facilities are subject to financial performance covenants. They consist of a mortgage of £840,000 and a revolving credit facility of £1,000,000.
The revolving credit facility is due for renewal on 30th June 2011. The Directors have reviewed the banking facilities available to the Group plus the profit and cash forecasts of the Group with appropriate sensitivities around operational performance. Accordingly the Directors consider that these statements should be prepared on a going concern basis.
CLASSIFICATION OF FINANCIAL INSTRUMENTS ISSUED BY THE GROUP
In applying policies consistent with IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group's own shares, the amounts presented in this financial information for called up share capital and share premium account exclude amounts in relation to those shares.
Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company's option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon approval by the Group's shareholders.
Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in profit or loss as accrued.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
NON-DERIVATIVE FINANCIAL INSTRUMENTS
Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents and trade and other payables.
Trade and other receivables are recognised at stated cost less impairment losses. It is the Company's policy to review trade and other receivable balances for evidence of impairment at each reporting date. Any receivables which give significant cause for concern are written down to the best estimate of the recoverable amount.
Cash and cash equivalents comprise cash-in-hand and cash-at-bank.
Trade and other payables are recognised at stated cost.
ASSOCIATES AND JOINTLY CONTROLLED ENTITIES (equity accounted investees)
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions.
Associates and jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group's share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Depreciation is charged to the income statement on a straight-line basis over the estimateduseful lives of each part of an item of property, plant and equipment. Residual values of property, plant and equipment is assumed to be nil. Land is not depreciated. The estimated depreciation rates are as follows:
·; Freehold property 2%
·; Leasehold buildings in accordance with the lease term
·; Leasehold improvements in accordance with the lease term
·; Plant, equipment and vehicles 10-25% on reducing balance
INTANGIBLE ASSETS AND GOODWILL
Goodwill represents amounts arising on acquisition of businesses. In respect of business acquisitions that have occurred since 11 December 2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. Any impairment is then recognised immediately in profit or loss and is not subsequently reversed.
Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.
IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period. The Company elected not to restate business combinations in Crawshaw Butchers Limited that took place prior to 1 February 2006. In respect of acquisitions prior to 1 February 2006, goodwill is included at 1 February 2006 on the basis of its deemed cost, which represents the amount recorded under UK GAAP which was broadly comparable save that only separable intangibles were recognised and goodwill was amortised.
AMORTISATION
Amortisation is recognised in profit and loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:
·; Brand 20 years
IMPAIRMENT
The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
For goodwill and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Calculation of recoverable amount
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
PROVISIONS
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax risk-free rate.
TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised at their fair value and thereafter at amortised cost less impairment charges.
INVENTORIES
Inventories are stated at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost comprises purchase price. Net realisable value is estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Inventories are primarily goods for resale.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash-in-hand and cash-at bank. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows.
EMPLOYEE BENEFITS
Defined contribution plans
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
REVENUE
Revenue is derived from retail butcher activities, stated after trade discounts, VAT and any other sales taxes. Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Where the Group sells to distributors, revenue from the sale of goods is recognised where there are no further obligations on the Group and when the associated economic benefits are due to the Group and the turnover can be reliably measured.
EXPENSES
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense.
Net financing costs
Net financing costs comprise interest payable, finance charges on shares classified as liabilities, interest receivable on funds invested and dividend income.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the income statement on the date the entity's right to receive payments is established.
Borrowing costs
In the current year borrowing costs are expensed in the consolidated income statement as incurred.
TAXATION
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
BANK LOANS, OVERDRAFTS AND LOAN NOTES
Interest-bearing bank loans, overdrafts and loan notes are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in profit or loss using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
SEGMENTAL REPORTING
A segment is a distinguishable component of the Group that is engaged either in providing related products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from those of other segments.
The directors have undertaken a review of the Group's continuing operations and its associated
business risks and consider that the continuing operations should be reported as a single
business segment. The directors consider that the continuing operations represent one product
offering with similar risks and rewards and should be reported as a single business segment in line
with the Group's internal reporting framework. The Group's business operations are conducted
exclusively in the UK so a geographical segment report is not required. The disclosures for the
primary segment are therefore given by the primary financial statements and related notes.
SIGNIFICANT JUDGEMENTS AND ESTIMATES
The preparation of the financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are reviewed on an ongoing basis.
The estimates associated with the assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both current and future periods.
The key sources of estimation uncertainty at the balance sheet date are:
GOODWILL
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating unit(s) to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.
The carrying amount of goodwill at the balance sheet date was £7.1 million. Details of the present value calculation are provided in note 11.
BRAND INTANGIBLES
The royalty relief approach is considered the most appropriate method to determine the value of the brand. A royalty percentage of 1% has been applied to revenue streams for the twenty years ended 31 January 2028 from the branch network carrying the Crawshaw brand. These have then been discounted at 15.7% to arrive at an initial carrying value of £693,558. This will be amortised over the finite life of twenty years, with the amortisation charge being included within administrative expenses.
2. EXCEPTIONAL ITEMS
| Exceptional costs in the period relate to |
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| 2010 | 2009 |
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| £ | £ |
| Refinancing costs | - | 254,908 |
| Acquisition costs | - | 1,051,522 |
| Directors Loss of Office | 86,855 | - |
| Intangible impairment related to reverse acquisition | - | 214,247 |
| Refinancing costs are in relation to fees incurred on a change in the Company's bankers. Acquisition costs and intangible impairment relate to the reverse acquisition of Felix Group PLC. A.Richardson resigned as a director of the Company on 8th May 2009, compensation for loss of office and associated legal costs total £86,855. | ||
3. OTHER OPERATING INCOME
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| 2010 | 2009 |
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| £ | £ |
| |||
| RGV management charge | 4,000 | 12,000 |
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| Other | 3,530 | 420 |
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| TOTAL | 7,530 | 12,420 |
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The Group charges RGV Refrigeration a management charge each period for administration services. The Group has investment in RGV Refrigeration, which is described further in note 12.
4. EXPENSES AND AUDITORS REMUNERATION
Included in operating profit are the following:
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| 2010 | 2009 |
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| £ | £ |
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| Depreciation of property, plant and equipment (owned) | 349,873 | 224,892 |
| Amortisation of intangible assets (note 11) | 34,680 | 34,678 |
| Loss on sale of property, plant and equipment | 11,845 | 12,817 |
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Auditors' remuneration:
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| 2010 | 2009 |
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| £ | £ |
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| Audit of these financial statements | 12,500 | 12,500 |
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| Amounts receivable by the auditors and their associates in respect of: |
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| Audit of financial statements of subsidiaries pursuant to legislation | 12,500 | 15,000 |
| Other services relating to taxation | 19,500 | 1,500 |
| Services relating to corporate finance transactions | - | 229,500 |
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| Total auditors' remuneration | 44,500 | 258,500 |
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|
5. STAFF NUMBERS AND COSTS
The average number of persons employed by the Company (including directors) during the period, analysed by category, was as follows:
|
| Number of employees | |
|
| 2010 | 2009 |
|
|
|
|
| Management | 5 | 7 |
| Other | 222 | 183 |
|
|
|
|
|
| 227 | 190 |
|
|
|
|
The aggregate payroll costs of these persons were as follows:
|
| 2010 | 2009 |
|
| £ | £ |
|
|
|
|
| Wages and salaries | 4,110,605 | 3,332,696 |
| Social security costs | 335,836 | 272,129 |
| Other pension costs | 91,109 | 65,893 |
|
|
|
|
|
| 4,537,550 | 3,670,718 |
6. KEY MANAGEMENT COMPENSATION
|
| 2010 | 2009 |
|
| £ | £ |
|
|
|
|
| Wages and salaries | 382,625 | 341,551 |
| Company contributions to money purchase pension plans | 75,119 | 61,629 |
|
|
|
|
The Group considers key management personnel as defined in IAS24 'Related Party Disclosures' to be the Directors of the Group. Detailed disclosures of individual remuneration, pension entitlements and share options, for those directors who served during the year, are given in the Report of the Remuneration Committee on pages 12 to 13, these numbers have been audited. The aggregate of emoluments and amounts receivable under long term incentive schemes of the highest paid director was £60,202 (2009 :£ 51,003), and company pension contributions of £52,996 (2009 :£52,337) were made to a money purchase scheme on his behalf. The share based payment charge of £73,170 (2009:£54,892) solely relates to option granted to the executive directors. See note 18 for further details.
|
| Number of directors | |
|
| 2010 | 2009 |
|
|
|
|
| Retirement benefits are accruing to the following number of directors under: |
|
|
| Money purchase schemes | 2 | 2 |
|
|
|
|
7. FINANCE AND INCOME EXPENSE
|
| 2010 | 2009 |
|
| £ | £ |
| Bank interest | 524 | 42,883 |
|
|
|
|
| Financial income | 524 | 42,883 |
|
|
|
|
| Bank interest | 46,226 | 103,269 |
| Loan note interest | 17,705 | 132,446 |
| Other finance costs | - | - |
|
|
|
|
| Financial expenses | 63,931 | 235,715 |
|
|
|
|
8. INCOME TAX EXPENSE
| Recognised in the income statement
| 2010 | 2009 |
| The income tax expense is based on the estimated effective rate of taxation on trading for the period and represents: | £ | £ |
| Current tax | - | 53,560 |
|
|
|
|
| Deferred tax: |
|
|
| Origination and reversal of timing differences | 29,850 | 42,402 |
| Adjustments for prior year | (64,103) | 23,015 |
| Sub Total | (34,253) | 65,417 |
| Income tax (credit) /expense | (34,253) | 118,977 |
| Reconciliation of effective tax rate | 2010 | 2009 |
|
| £ | £ |
| Profit/(Loss) for the period | 227,683 | (964,723) |
| Total Tax Expense | (34,253) | 118,977 |
| Profit/(Loss) excluding taxation | 193,430 | (845,746) |
| Tax using UK Corporation tax rate of 28% | 54,160 | (239,527) |
| Non-deductible expenses | 37,419 | 335,489 |
| Adjustment for prior years | (64,103) | 23,015 |
| Utilisation of tax losses | (61,729) | - |
| Total tax (credit)/expense | (34,253) | 118,977 |
9. EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share is calculated by dividing the earnings attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the period of 55,686,461 (31/1/09: 43,711,390).
Diluted EPS is calculated by dividing the profit for the year attributable to ordinary shareholders by the weighted average number of ordinary shares in issue adjusted to assume conversion of all options from the start of the year, giving a figure of 56,790,283.
10. PROPERTY, PLANT AND EQUIPMENT
|
|
| Land and Buildings |
|
| |
|
|
Asset under construction | Freehold | Leasehold improvements | Plant,equipment and vehicles | Total |
| Cost | £ | £ | £ | £ | £ |
| Balance at 1 February 2009 | 73,192 | 731,935 | 2,172,542 | 1,515,931 | 4,493,600 |
| Additions at cost | 510,194 | 756 | 56,905 | 76,582 | 644,437 |
| Disposals | - | - | - | (67,182) | (67,182) |
| Transfer | (583,386) | - | 583,386 | - | - |
| Balance at 31 January 2010 | - | 732,691 | 2,812,833 | 1,525,331 | 5,070,855 |
|
|
|
|
|
|
|
| Depreciation and impairment |
|
|
|
|
|
| Balance at 1 February 2009 | - | 26,046 | 61,125 | 174,826 | 261,997 |
| Depreciation charge for the year |
| 14,123 | 182,890 | 152,860 | 349,873 |
| Disposals | - | - | - | (32,887) | (32,887) |
|
|
|
|
|
|
|
| Balance at 31 January 2010 | - | 40,169 | 244,015 | 294,799 | 578,983
|
|
|
|
|
|
|
|
| Net book value |
|
|
|
|
|
| At 31 January 2009 | 73,192 | 705,889 | 2,111,417 | 1,341,105 | 4,231,603 |
|
|
|
|
|
|
|
| At 31 January 2010 | - | 692,522 | 2,568,818 | 1,230,532 | 4,491,872 |
|
|
|
|
|
|
|
There are no items of property, plant and equipment in the Company.
For details of security given over property, plant and equipment see note 20.
PRIOR YEAR
|
|
| Land and Buildings |
|
| |
|
|
Asset under construction | Freehold | Leasehold improvements | Plant,equipment and vehicles | Total |
| Cost | £ | £ | £ | £ | £ |
| Balance at 1 February 2008 | - | 731,935 | 290,930 | 1,412,042 | 2,434,907 |
| Additions at cost | 73,192 | - | 1,881,612 | 199,758 | 2,154,562 |
| Disposals | - | - | - | (95,869) | (95,869) |
|
|
|
|
|
|
|
| Balance at 31 January 2009 | 73,192 | 731,935 | 2,172,542 | 1,515,931 | 4,493,600 |
|
|
|
|
|
|
|
| Depreciation and impairment |
|
|
|
|
|
| Balance at 1 February 2008 | - | 11,641 | 9,957 | 94,699 | 116,297 |
| Depreciation charge for the year | - | 14,405 | 51,168 | 159,319 | 224,892 |
| Disposals | - | - | - | (79,192) | (79,192) |
|
|
|
|
|
|
|
| Balance at 1 January 2009 | - | 26,046 | 61,125 | 174,826 | 261,997 |
|
|
|
|
|
|
|
| Net book value |
|
|
|
|
|
| At 31 January 2008 | - | 720,294 | 280,973 | 1,317,343 | 2,318,610 |
|
|
|
|
|
|
|
| At 31 January 2009 | 73,192 | 705,889 | 2,111,417 | 1,341,105 | 4,231,603 |
|
|
|
|
|
|
|
11. INTANGIBLE ASSETS
|
| Other Intangibles | Goodwill | Brand | Total |
| Group | £ | £ | £ | £ |
| Cost or deemed cost |
|
|
|
|
| At 1 February 2009 and 31 January 2010 | 214,247 | 7,088,657 | 693,558 | 7,996,462 |
| Amortisation and impairment |
|
|
|
|
| At 1 February 2009 | 214,247 | - | 62,131 | 276,378 |
| Amortisation charge for the period | - | - | 34,680 | 34,680 |
|
|
|
|
|
|
| Balance at 31 January 2010 | 214,247 | - | 96,811 | 311,058 |
|
|
|
|
|
|
| Net book value |
|
|
|
|
| At 31 January 2010 | - | 7,088,657 | 596,747 | 7,685,404 |
|
|
|
|
|
|
| At 31 January 2009 | - | 7,088,657 | 631,427 | 7,720,084 |
PRIOR YEAR
|
| Other Intangibles | Goodwill | Brand | Total |
| Group | £ | £ | £ | £ |
| Cost or deemed cost |
|
|
|
|
| At 1 February 2008 | - | 7,088,657 | 693,558 | 7,782,215 |
| Acquisitions through business combinations | 214,247 | - | - | 214,247 |
|
|
|
|
|
|
| Balance at 31 January 2009 | 214,247 | 7,088,657 | 693,558 | 7,996,462 |
| Amortisation and impairment |
|
|
|
|
| At 1 February 2008 | - | - | 27,453 | 27,453 |
| Amortisation charge for the period | - | - | 34,678 | 34,678 |
| Impairment losses for the period - exceptional | 214,247 | - | - | 214,247 |
|
|
|
|
|
|
| Balance at 31 January 2009 | 214,247 | - | 62,131 | 276,378 |
|
|
|
|
|
|
| Net book value |
|
|
|
|
| At 31 January 2009 | - | 7,088,657 | 631,427 | 7,720,084 |
|
|
|
|
|
|
| At 31 January 2008 | - | 7,088,657 | 666,105 | 7,754,762 |
There are no intangible assets within the Company.
Goodwill is tested for impairment annually.
Other intangibles impaired in the prior period relates to the excess fair value of consideration against net assets following the reverse acquisition of Crawshaw Group PLC.
Acquired brand values are calculated using the royalty relief approach and are amortised over twenty years. The remaining amortisation period is 17 years and 2 months.
Impairment testing
For the purpose of impairment testing, goodwill is allocated to the Group's branch network, which represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. The cash generating unit for the purpose of assessing the carrying value of goodwill is therefore the branch network as a whole.
Intangible assets
The recoverable amount of the cash generating unit has been calculated with reference to its value in use. The key assumptions for this calculation are discount rates, growth rates and expected changes in selling prices and direct costs.
Value in use was determined by discounting the future cash flows generated from the continuing operations of the branch network over the next 30 years and was based on the following key assumptions:
·; Detailed 2 year management forecasts including expected changes to selling prices and direct costs.
·; A growth rate of 2% was assumed thereafter (28 years) which does not exceed the long term average growth rate in the market.
·; Cash flows were discounted using a post tax rate of 24.5 percent (2009: 22.3%), which was based on weighted average cost of capital, including a market risk premium in line with industry guidance.
12. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES
|
| Group | Group |
|
| 2010 | 2009 |
|
| £ | £ |
| Non-current |
|
|
| Investment in equity accounted investees | 135,207 | 109,746 |
Other investments comprise a 50% share in RGV Refrigeration, a partnership jointly owned by Crawshaw Butchers Limited and Mr M Hornsby. The Group does not exert control over the entity. The Group accounts for the investment using the equity method as detailed in note 2.
The carrying value of investments in equity accounted investees includes £27,246 outstanding dividend declared by RGV Refrigeration.
13. OTHER INVESTMENTS
|
| Company | Company |
|
| 2010 | 2009 |
|
| £ | £ |
| Non-current |
|
|
| Investment in Crawshaw Holdings Ltd | 9,872,433 | 9,872,433 |
| Loans to group undertakings | 1,827,567 | 1,827,567 |
| Total | 11,700,000 | 11,700,000 |
On 11th April 2008 the company acquired Crawshaw Holdings Limited via a share for share exchange for a fair value consideration of £11.7 million, representing the market value of shares at that date. As part of the transaction, 1,827,567 preference shares of £1 were acquired in Crawshaw Holdings Ltd. These shares were classified as debt within this company hence this element of the transaction has been treated as an acquisition of debt.
14. DEFERRED TAX LIABILITIES
Recognised deferred tax liabilities
Deferred tax liabilities are attributable to the following:
|
| Group Liabilities |
|
| 2010 |
|
| £ |
| Plant and equipment | 362,430 |
| Intangible assets - brand | 164,370 |
| Temporary differences | (41,458) |
|
| 485,342 |
Movement in deferred tax during the period
|
| 31 January 2009 | Recognised in income Current period | 31 January 2010 |
|
| £ | £ | £ |
| Plant and equipment | 300,170 | 62,260 | 362,430 |
| Deferred tax relating to intangible assets - brand | 174,080 | (9,710) | 164,370 |
| Temporary differences | (17,017) | (24,441) | (41,458) |
|
| 457,233 | 28,109 | 485,342 |
15. INVENTORIES
|
| Group | Group |
|
| 2010 | 2009 |
|
| £ | £ |
| Finished goods | 484,998 | 461,521 |
16. TRADE AND OTHER RECEIVABLES
|
| Group | Group | Company | Company |
|
| 2010 | 2009 | 2010 | 2009 |
|
| £ | £ | £ | £ |
|
|
|
|
|
|
| Trade receivables | 120,355 | 125,083 | - | - |
| Other tax and social security | 10,863 | 168,738 | - | 111,459 |
| Prepayments and accrued income | 215,587 | 153,707 | 28,956 | 794 |
| Amounts owed by group undertakings | - | - | 6,574,683 | 4,620,713 |
| Corporation Tax Recoverable | 62,624 | - | 46,848 | - |
|
| 409,429 | 447,528 | 6,650,487 | 4,732,966 |
The directors consider that the carrying amount of trade and other receivables approximates their fair value.
Aged analysis of trade receivables
|
| 31 January 2010 | 31 January 2009 | ||||
|
| Gross receivables | Provision for doubtful debt | Net trade receivables | Gross receivables | Provision for doubtful debt | Net trade receivables |
|
| £ | £ | £ | £ | £ | £ |
|
|
|
|
|
|
|
|
| Not past due | 83,637 | - | 83,637 | 98,949 | - | 98,949 |
| Up to 1 month past due | 32,619 | - | 32,619 | 20,286 | - | 20,286 |
| Over 1 month past due | 28,650 | (24,551) | 4,099 | 18,399 | (12,551) | 5,848 |
|
|
|
|
|
|
|
|
|
| 144,906 | (24,551) | 120,355 | 137,634 | (12,551) | 125,083 |
17. TRADE AND OTHER PAYABLES
|
| Group | Group | Company | Company |
| |||
|
| 2010 | 2009 | 2010 | 2009 |
| |||
|
| £ | £ | £ | £ |
| |||
| Current: |
|
|
|
|
| |||
| Trade payables | 1,684,969 | 1,870,097 | - | - |
| |||
| Other creditors and accruals | 482,552 | 506,690 | 3,584 | 37,500 |
| |||
| Amounts owed to group undertakings | - | - | - | - |
| |||
|
|
|
|
|
|
| |||
|
| 2,167,521 | 2,376,787 | 3,584 | 37,500 |
| |||
|
|
|
|
|
|
| |||
| Non-current: |
|
|
|
|
| |||
| Accruals | 122,375 | 100,289 | - | - |
| |||
|
|
|
|
|
|
| |||
|
| 122,375 | 100,289 | 3,584 | - |
| |||
| _____ | _____ | _____ | _____ |
| ||||
Trade payables and other creditors comprise amounts outstanding for trade purchases and ongoing costs. The directors consider that the carrying amount of trade payables approximates to their fair value.
Non-current accruals relate to reverse lease premiums, which are credited to the income statement on a straight-line basis over the lease term.
18. EMPLOYEE BENEFITS
Pension plans
Defined contribution plans
The Group operates a defined contribution pension plan. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period. Pension costs for the defined contribution scheme are as follows:
|
| 2010 £ | 2009 £ |
| Defined contribution scheme | 1,554 | 3,293 |
Share Based Payments
Share Options
Share options granted prior to the reverse acquisition are held by former associates of Felix Group PLC. Further share options were granted post reverse acquisition on 14 April 2008 to key employees of the enlarged group, Crawshaw Group PLC. In line with the scheme rules, Andrew Richardson's share options lapsed 6 months after leaving the company - 8th November, 2009.
The share options in issue all relate to ordinary shares of 5p and are to be settled by the physical delivery of shares are as follows
| Date granted | Exercise price | Number of options at 1 Feb 2009 | Granted in period | Exercised in period | Lapsed in period | Number of options at 31 Jan 2010 | Exercise period |
| 14 July 2003 | 250p | 45,000 | - | - | - | 45,000 | 14 July 2003 to 13 July 2013 |
| 8 March 2004 | 187p | 4,813 | - | - | 4,813 |
| 17 February 2005 to 16 February 2009 |
| 8 March 2004 | 1000p | 15,000 | - | - | 15,000 |
| 8 March 2005 to 7 March 2009 |
| 14 April 2008 | 42.5p | 1,235,292 | - | - | 176,470 | 1,058,822 | 14 April 2010 to 14 April 2018 |
The expected volatility is wholly based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information.
The fair value of options at grant date of 14 April 2008 of 11.5p was determined based on the black scholes model. The model inputs were the share price of 42.5p, the exercise price of 42.5p, expected volatility of 43%, expected dividends of £Nil, a term of two years and a risk free rate of 5%. During the year, the Group recognised a charge of £73,170 (2009: £54,892) in relation to equity settled share based payments in the consolidated statement of comprehensive income. These option charges have been credited against the retained earnings reserve.
| 19. CAPITAL AND RESERVES Reconciliation of movements in capital and reserves - Group
|
|
|
|
|
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|
|
The reverse acquisition reserve was established under IFRS3 'Business Combinations' following the deemed acquisition of Crawshaw Group Plc by Crawshaw Holdings Limited on 11 April 2008.
The capital contribution reserve arose in relation to the waiver of shareholder loan note interest prior to the reverse acquisition.
Reconciliation of movement in capital and reserves - Company
Share Issues On 10th February 2009 the directors and key employees of the Company converted £1,000,000 loan notes into 5,882,353 ordinary shares increasing the issued share capital by £294,118.
On 19th June 2009 ISIS Equity Partners LLP subscribed for 5,256,254 ordinary shares at 17p per share raising £893,500 to support the Company's store rollout strategy.
SHARE CAPITAL - Group and Company
All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the meetings of the company.
20. LOANS AND BORROWINGS - GROUP
Terms and debt repayment schedule
The following liabilities disclosed under bank loans are secured by fixed and floating charges over the assets of the Group.
The principal features of the loans are as follows: (a) A Revolving Credit Facility has a current balance of £0.9m and carries an interest rate of LIBOR +2.25%. (b) A mortgage of £840,000 against freehold property was taken out on the 21st May 2008 over a 5 year period at a rate of LIBOR +1.5%. 21. FINANCIAL INSTRUMENTS The Group's principal financial instruments comprise loans and borrowings, 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's exposure to market risk for changes in interest rates relates primarily to the Group's long-term debt obligations. The Group has not currently entered into any steps to mitigate its risk to variability in interest rates. 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 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 The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of cash and bank loans. The cash generative nature of the business is forecast to continue and therefore we have reduced our revolving credit facility (RCF) requirement over the short term from £2.5m to £1m to reduce our exposure to non utilization fees. This facility is in place until 30th June 2011. We plan to further reduce this facility subject to capital expenditure requirements. The Directors are confident that there will continue to be sufficient headroom to cover liquidity risk. 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.
22. CAPITAL MANAGEMENT The capital structure of the group is a mixture of (i) net debt made up of borrowings and cash balances and (ii) equity comprising issued share capital and reserves as detailed in note 19.
The Group's primary objective is to safeguard its ability to continue as a going concern, through the optimisation of the debt and equity balance, and to maintain a strong credit rating and headroom. The Group manages its capital structure through detailed management forecasts and clear authorization procedures for significant capital expenditure. The Board makes appropriate decisions in light of the current economic conditions and strategic objectives of the Group.
A key objective of the Group's capital management is to maintain compliance with the covenants set out in the bank facility.
Throughout the year, the Group has complied with this policy.
There has been no change in the objectives, policies or processes with regards to capital management during the years ended 31 January 2010 and 31 January 2009. 23. CAPITAL COMMITMENTS
Non-cancellable operating lease rentals are payable as follows:
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 period £807,579 was recognised as an expense in the income statement in respect of operating leases.
|
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25. RELATED PARTY TRANSACTIONS
Crawshaw Butchers Limited, a subsidiary of Crawshaw Holdings Limited, holds a 50% share in a partnership which trades under the name of RGV Refrigeration. The operations of the partnership comprise of the maintenance and repair of refrigeration machinery for a variety of customers. The Group received management charges of £4,000 in the period from RGV Refrigeration.
Transactions with key management personnel and directors
Key management personnel compensation
See note 6.
Other transactions
The Company leases the property owned by Colin Crawshaw Pension Scheme for factory facilities and paid a rental fee of £13,500 in 2010 (2009: £13,000).
Other related party transactions
The aggregate value of transactions and outstanding balances relating to entities over which they have control or significant influence were as follows:
|
| Transaction value | |
|
| 2010 | 2009 |
| Purchase of services | £ | £ |
| Other related parties | 54,959 | 61,309 |
|
|
|
|
| Other income |
|
|
| Other related parties - management fee | 4,000 | 12,000 |
| Other related parties - dividend |
25,647 |
13,414 |
|
| Balance Outstanding | |
|
| 2010 | 2009 |
| Payable | £ | £ |
| Other related parties | 6,835 | 7,094 |
|
|
|
|
| Receivable |
|
|
| Other related parties | 56,344 | 27,746 |
26. PRINCIPAL SUBSIDIARY UNDERTAKINGS
At 31 January 2010 Crawshaw Group PLC had the following principal subsidiary undertakings:
Crawshaw Holdings Limited - United Kingdom - Intermediate Holding Company
Crawshaw Butchers Limited - United Kingdom - Retail Butchers*
The shareholdings were 100% of the subsidiary undertakings' ordinary and preference shares. Each of the subsidiaries is included in the consolidated financial statements.
*Not held directly but via Crawshaw Holdings Limited.
27. ANNUAL REPORT
The Annual Report will be posted to shareholders on 7th May, 2010 and will also be available from the Company's website at www.crawshawgroupplc.com.
28. ANNUAL GENERAL MEETING
The Annual General Meeting will be held at Bradmarsh Business Park, Bow Bridge Close, Rotherham S60 1BY on 21 June 2010 at 12 noon.
The financial information set out above does not constitute the Company's consolidated statutory accounts for the periods ended 31 January 2010 or 31 January 2009 but is derived from those accounts. Statutory accounts for the period ended 31 January 2009 have been delivered to the Registrar of Companies, and those for the period ended 31 January 2010 will be delivered following the Company's Annual General Meeting. The auditors, KPMG Audit Plc, have reported on those accounts; their reports were unqualified and did not contain statements under section 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.