29th September 2015

Crawshaw Group PLC

Interim Results

Crawshaw Group PLC ('the Company'), the fresh meat and food-to-go retailer, today reports its interim results for the 6 months ended 31 July 2015.
CHAIRMAN'S STATEMENT
Highlights
• 41% rise in Adjusted EBITDA1 to £1.2 (2014 : £0.9m)
• EBITDA £0.5m (2014 : £0.9m)
• 42% increase in group turnover to £16.7m (2014: £11.8m)
• 44% increase in gross profit to £7.5m (2014 : £5.2m)
• Adjusted Profit before tax2 up 27% to £0.9m (2014: £0.7m) and Adjusted Earnings per share3 up 26% to 1.102p (2014: 0.874p)
• Reported Loss Before tax of -£0.1m (2014 : £0.7m)
• Cash balances of £6.0m at 31st July 2014 (31st January : £9.1m)

1. Adjusted EBITDA (See Note 3 to the accounts) 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 direct support for our accelerated store opening program - in the period these costs amounted to £0.7m (2014: £0.0m) resulting in Adjusted EBITDA of £1.2m (2014: £0.9m).
2. Adjusted Profit Before Tax is defined by the Group as profit/loss before tax, exceptional items, 'Accelerated opening costs' and share based payment charges attributable to the LTIP Growth Share scheme. 'Accelerated opening costs' are as defined above.
3. Adjusted Earnings Per Share is calculated as Adjusted Profit Before Tax net of any income tax charge/credit divided by the weighted number of ordinary shares outstanding during the period.


Crawshaw Group has delivered a strong performance for the six months to 31 July 2015 with significant trading momentum and profit growth.

During the half year under review we acquired Gabbotts Farm Ltd, consisting of 11 retail butchers shops, and a factory shop attached to a small distribution centre in the North West of England. We are delighted with both the strategic / geographical fit, and its performance to date. It was quickly fully integrated, is being re-branded, and its trading performance is extremely encouraging.

As we gear up to deliver our significant expansion plans we are incurring a number of planned Accelerated Opening Costs. As these costs are to build the platform for future growth, we have reported an Adjusted EBITDA number to provide transparency on our underlying performance. I am pleased to report a 41% increase year on year on this measure, with the legacy business converting sales at an Adjusted EBITDA of 14%. New store performance continued to provide much encouragement with two new stores opened in the period under review. Of particular note is the performance of our two most recent stores, Bolton and Worksop, which most closely represent our rollout concept. Both stores opened well and are trading ahead of our expectations with early indications they will outperform our 'base case' profitability assumptions.

Since my last statement at the end of June we have seen a significant improvement in sales momentum as a result of a number of initiatives launched by new management. This has strengthened our LFL performance from -2.2% in Q1 to +3.5% in Q2. I am pleased to note that this has continued into H2 with the first 7 weeks of the period showing LFLs at +6.7%. This improvement is being seen across the whole Crawshaw and Gabbotts store portfolio and so is particularly encouraging.

Gross Profit has increased by 44% to £7.5m (2014: £5.2m) with improvements in the gross margin percentage to 44.8% (2014: 43.9%) in the 6 months to 31 July. Our unique sourcing and operating model continues to allow scope to deliver value to customers in addition to developing gross margin performance.

Our growth plans are progressing well with significant progress being made by the new management team on building the required infrastructure to support them. As previously noted, this has necessitated a number of costs to be incurred ahead of delivering the new store openings. These accelerated opening costs amounted to £0.7m in H1 (2014: £0.0m).

In the 6 months to 31 July 2015 operating cash flow before movements in working capital was £0.4m (2014: £0.9m). However, there were further positive cash flows generated from movements in working capital of £1.2m (2014 £0.1m) leaving the cash generated from operating activities higher than the prior year at £1.6m (2014 : £1.0m). The funds generated have been spent on operational capital expenditure of £0.9m and the payment of our dividend £0.4m. The purchase of Gabbotts Farm Ltd for £3.4m net of cash acquired resulted in a period end cash position of £6.0m.

We are pleased to announce an interim dividend in line with last year of 0.1p per share, (2014: 0.1p). The Board believes the strength of performance of the underlying business and the performance to date of our new store openings provides us with the confidence to maintain our current dividend policy. The dividend will be paid on 30 October, 2015 to shareholders on the register on 9 October, 2015. The ex-dividend date will be 8 October, 2015.


Richard Rose
Chairman
29 September, 2015
Enquiries:
Crawshaw Group plc
Lynda Sherratt, Noel Collett 01709 369 600

Peel Hunt LLP
Dan Webster, Richard Brown, George Sellar 0207 418 8869
Condensed Statement of Comprehensive Income
For the six months ended 31 July 2015
Unaudited Audited Unaudited
6 Months 12 Months 6 Months
31.7.15
31.1.15 31.7.14
Notes £ £ £

Revenue
2
16,684,556
24,619,589

11,836,248
Cost of sales (9,212,103) (13,698,483) (6,639,492)

Gross profit 7,472,453 10,921,106 5,196,756

Other operating income
14,538 18,678
10,253
Administrative expenses (7,629,821) (9,802,982) (4,536,487)
Operating (loss)/profit (142,830) 1,136,802 670,522

Finance income 17,077 48,365 4,368
Finance expenses (673) (6,233) (6,233)
Net Finance Income/(Expense) 16,404 42,132 (1,865)
Share of profit of equity accounted investees (net of tax) - 15,464 5,000
(Loss)/Profit before income tax (126,426) 1,194,398 673,657
Income tax credit/(charge) 5 6,618 (299,804) (165,747)
Total recognised (loss)/income for the period
7 (119,808) 894,594 507,910

Attributable to:
Equity holders of the Company (119,808) 894,594 507,910
Operating (loss)/profit analysed as:
EBITDA 491,200 1,573,174 874,303
Exceptional Costs 4 (97,300) - -
Share Based Payment Charge 11 (142,000) - -
Depreciation and amortisation (395,333) (436,372) (203,781)
Profit on disposal of fixed assets 603 - -
Operating (loss)/profit (142,830) 1,136,802 670,522

Basic (loss)/earnings per ordinary share 6 (0.15p) 1.301p 0.874p
Diluted (loss)/earnings per ordinary share 6 (0.15p) 1.301p 0.874p

Condensed Consolidated Balance Sheet
As at 31 July 2015
Unaudited Audited Unaudited
31.7.15 31.1.15 31.7.14
Notes £ £ £

Property, plant and equipment 6,310,357 5,363,236 4,424,423
Intangible assets - goodwill and related
acquisition intangibles

11,180,066
7,629,305 7,646,645
Investment in equity accounted investees 106,424 106,424 95,960
Total Non-Current Assets 17,596,847 13,098,965 12,167,028

Inventories 953,084 640,400 661,100
Trade and other receivables 1,028,228 483,400 335,482
Cash and cash equivalents 6,000,062 9,090,286 10,112,488
Total Current Assets 7,981,374 10,214,086 11,109,070
Total Assets 25,578,221 23,313,051 23,276,098

Share capital 8 3,940,940 3,940,940 3,940,940
Share premium 13,897,023 13,897,023 13,897,023
Reverse acquisition reserve 446,563 446,563 446,563
Retained earnings 1,338,245 1,686,501 1,378,637
Total Shareholders' Equity 7 19,622,771 19,971,027 19,663,163

Other payables 245,070 272,265 228,689
Deferred tax liabilities 559,526 531,980 459,287
Interest bearing loans and borrowings 64,457 - 180,000
Total Non-Current Liabilities 869,053 804,245 867,976

Trade and other payables 5,059,118 2,537,779 2,564,959
Interest bearing loans and borrowings 27,279 - 180,000
Total Current Liabilities 5,086,397 2,537,779 2,744,959

Total Liabilities 5,955,450 3,342,024 3,612,935

Total Equity and Liabilities 25,578,221 23,313,051 23,276,098


Condensed Consolidated statement of changes in shareholders' equity
For the six months ended 31 July 2015

Share Capital
£
Share Premium
£
Rev Acq Reserve
£
Retained Earnings
£ Total Equity
£
Balance at 1 February 2014 2,890,940 6,317,618 446,563 1,119,348 10,774,469

Profit for the Period - - - 507,910 507,910
Dividend on Equity Shares - - - (248,621) (248,621)
Share Placing 20,999,994 shares 1,050,000 7,579,405 - - 8,629,405

Balance at 31 July 2014 3,940,940 13,897,023
446,563 1,378,637 19,663,163

Profit for the period - - - 386,683 386,683
Dividend on Equity Shares - - - (78,819) (78,819)

Balance at 31 January 2015 3,940,940 13,897,023 446,563 1,686,501 19,971,027

Loss for the period - - - (119,808) (119,808)
Share Based Payment Charge - - - 142,000 142,000
Dividend on Equity Shares - - - (370,448) (370,448)
Balance at 31 July 2015 3,940,940 13,897,023
446,563 1,338,245 19,622,771
Condensed Consolidated statement of cash flows
For the six months ended 31 July 2015
Unaudited Audited Unaudited
6 Months 12 Months 6 Months
31.7.15 31.1.15 31.7.14
Cash flows from operating activities £ £ £

(Loss)/Profit for the period (119,808) 894,594 507,910
Adjustments for:
Depreciation and amortization 395,333 432,116 199,959
Share Based Payment Charge 142,000 - -
Profit on sale of property, plant and equipment (603) 4,256 3,803
Net finance (income)/charges (16,404) (42,131) 1,865
Share of (profit) of equity accounted investees - (15,464) (5,000)
Taxation (6,618) 299,804 165,747
Operating cash flow before movements in working capital 393,900 1,573,175 874,284

Movement in trade and other receivables (180,530) (129,965) 17,953
Movement in trade and other payables 1,450,635 260,765 60,497
Movement in inventories (49,300) 66,480 45,780
Tax Paid - (218,263) 27,011
Net cash generated from operating activities 1,614,705 1,552,192 1,025,525

Cash flows from investing activities
Purchase of property, plant and equipment (946,085) (1,559,393) (395,765)
Investments (4,352,235) (246,500) (246,500)
Cash acquired on acquisition 881,479 9,129 9,129
Proceeds from sale of property, plant & equipment 1,500 12,545 3,000
Interest received 17,077 48,365 4,332
Interest paid (673) (6,233) (6,233)
Dividend paid (370,448) (327,440) (248,621)
Net cash (used in) investing activities (4,769,385) (2,069,527) (880,658)

Cash flows from financing activities
HP Financing 64,456 (450,000) (90,000)
Share Placing - 8,629,405 8,629,405
Net cash generated from financing activities 64,456 8,179,405 8,539,405

Net change in cash and cash equivalents (3,090,224) 7,662,070 8,684,272
Cash and cash equivalents at start of period 9,090,286 1,428,216 1,428,216
Cash and cash equivalents at end of period 6,000,062 9,090,286 10,112,488



Notes to the condensed consolidated financial statements

1. BASIS OF PREPARATION
Reporting Entity
Crawshaw Group Plc (the 'Company') is a company incorporated and domiciled in the UK.
The condensed consolidated interim financial statements of the Company as at and for the six months ended 31 July 2015 comprise the Company and its subsidiaries (together referred to as the 'Group') and equity account the Group's interest in jointly controlled entities.
Basis of Preparation
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the EU and do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 January 2015. The annual financial statements of the Group are available upon request from the Company's registered office.
The comparative figures for the financial year ended 31 January 2015 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The condensed consolidated interim financial statements have not been audited but have been reviewed by the Company's auditors. Their review report for the 6 month period ended 31 July 2015 is set out on page 14.
These condensed consolidated interim financial statements were approved by the Board of Directors on 29 September, 2015.
Significant Accounting Policies
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 January 2015, as described in those annual financial statements, which were prepared in accordance with IFRS as adopted by the EU.
Significant Judgements, Key Assumptions and Estimation Uncertainty
The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable at the time the estimate is made. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 January 2015.
Going Concern
The Group meets its day to day working capital requirements through cash generated from operations. Current cash balance is £6.0m with HP commitments of £0.1m.

The Directors have reviewed the profit and cash forecasts of the Group with appropriate sensitivities around operational performance. The Directors have concluded that the Group will have sufficient cash to meet its obligations and to pursue its existing strategy. Accordingly the Directors consider that these statements should be prepared on a going concern basis.

Basis of Consolidation
The consolidated financial information includes the financial information of the Company and its subsidiary undertakings made up to 31 July 2015 (together referred to as the 'Group').

2. REVENUE

The Directors have undertaken a review of the Group's continuing operations and their associated
business risks. 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. All revenue received during the period was received from
customers within the United Kingdom.


Unaudited Audited Unaudited
6 Months 12 Months 6 Months
3. ADJUSTED EBITDA 31.7.15 31.1.15 31.7.14
£ £ £

EBITDA 491,200 1,573,174 874,303
Accelerated Opening Costs 742,000 200,000 -
Adjusted EBITDA 1,233,200 1,773,174 874,303

Adjusted EBITDA is stated after adding back accelerated opening costs. Accelerated opening costs
are defined by the Group as the investments in people, processes and systems in the year to provide
direct support for our accelerated store opening program.


Unaudited Audited Unaudited
6 Months 12 Months 6 Months
4. EXCEPTIONAL ITEMS 31.7.15 31.1.15 31.7.14
£ £ £
Exceptional costs in the period relate to:
Acquisition costs - Gabbotts Farm Ltd 97,300 - -
Unaudited Audited Unaudited
6 Months 12 Months 6 Months
5. INCOME TAX EXPENSE 31.7.15 31.1.15 31.7.14
£ £ £
The income tax expense is based on the estimated effective rate of taxation on trading for the period and represents:
Current tax 8,901 259,124 72,799

Adjustments for prior year - (36,521) -
Sub Total 8,901 222,603 72,799

Deferred tax:
Origination and reversal of timing differences (15,519) (5,709) 12,735
Adjustments for prior year - - -
Effect of rate change - (52,653) (59,640)
Sub Total (15,519) (58,362) (46,905)

Total tax (credit)/charge (6,618) 164,241
25,894

(58,362) (46,905)
164,241 25,894
6. 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 78,818,795 (31/01/15: 68,556,045) (31/07/14: 58,123,194).

Diluted EPS is calculated by dividing the profit for the year attributable to the ordinary shareholders by the weighted average number of ordinary shares in issue adjusted to assume conversion of all potentially dilutive ordinary shares from the start of the period, giving a figure of 79,642,323 (31/01/15: 68,556,045) (31/07/14: 58,123,194).

7. CAPITAL AND RESERVES

Share Share Rev. Acq. Retained Total
Capital Premium Reserve Earnings Equity
£ £ £ £ £

Balance at 1 February 2014 2,890,940 6,317,618 446,563 1,119,348 10,774,469
Profit for the period - - - 894,594 894,594
Dividend on Equity Shares - - - (327,440) (327,440)
Share Placing 1,050,000 7,579,405 - - 8,629,405

Balance at 31 January 2015 3,940,940 13,897,023 446,563 1,686,501 19,971,027
Profit for the period - - - (119,808) (119,808)
Share Based Payment Charge - - - 142,000 142,000
Dividend on Equity Shares - - - (370,448) (370,448)
Balance at 31 July 2015 3,940,940 13,897,023 446,563 1,338,245 19,622,771


8. SHARE CAPITAL
31.7.15
31.1.15
31.7.14

Allotted, called up and fully paid £ £ £
78,818,795 ordinary shares of 5p each 3,940,940 3,940,940 3,940,940
9. RELATED PARTY TRANSACTIONS

Crawshaw Butchers Limited, a subsidiary of Crawshaw Group Plc, 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.

10. ACQUISITION

On the 11th April 2015 the Company acquired the entire share capital of Gabbotts Farm Ltd for a total consideration of £4.4 million in cash.

The acquisition has been accounted for under the acquisition method of accounting. The provisional fair value of net assets acquired is £937,014 Goodwill of £3,415,221 has therefore arisen.

Net Assets Acquired Book Value Fair Value Adjs Fair Value

Tangible Fixed Assets 355,128 - 355,128

Intangible Assets 151,000 151,000

Current Assets
Stock 263,384 - 263,384
Debtors 352,308 - 352,308
Cash at bank and in Hand 881,479 - 881,479

Total Assets 1,852,299 151,000 2,003,299

Creditors (995,519) - (995,519)
Deferred Tax Liability (36,066) (34,700) (70,766)

Net Assets 820,714 116,300 937,014

Cash Consideration 4,352,235

Goodwill Arising on Acquisition 3,415,221

11. SHARE BASED PAYMENTS
Shares were granted under the Crawshaw Group plc Long-Term Incentive Plan on 24th 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 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 24th April, 2015
Ave Share price in period prior to grant 53.1p
Volatility of TSR for the Company 60% pa
Dividend Yield 1% pa
Risk Free rate of Interest 1.75% pa
Exercise pattern Uniform from 2 to 10 years or when performance condition met if later
The expected Volatility is wholly based on the historic volatility simulated over differing time periods to the date of grant.
The fair value of the liability is re-measured at each balance sheet date to take into account non-market related changes. The total expense for the period between 24 April and 31 July, 2015 is £142,000.


INDEPENDENT REVIEW REPORT TO CRAWSHAW GROUP PLC
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly report for the six months ended 31 July 2015 which comprises the Condensed Consolidated Statement of Comprehensive Income, Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Changes in Shareholders' Equity, Condensed Consolidated Cash Flow Statement and the related explanatory notes. We have read the other information contained in the half-yearly report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly report for the six months ended 31 July 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the AIM Rules.

Frances Whittle
for and on behalf of KPMG LLP
Chartered Accountants
1 The Embankment
Neville Street
Leeds
LS1 4DW

29th September, 2015

Directors and Advisors


Directors
R S Rose
K P Boyd
L J Sherratt
M Naughton-Rumbo
N N J Collett

Company Secretary
L J Sherratt

Company Number
04755803

Registered Office
Unit 4
Sandbeck Way
Hellaby Industrial Estate
Rotherham
S66 8QL

Auditors
KPMG LLP
1 The Embankment
Neville Street
Leeds
LS1 4DW

Bankers
Royal Bank of Scotland plc
Yorkshire Corporate Banking
3rd Floor
2 Whitehall Quay
Leeds
LS1 4HR

Nominated Adviser and Broker
Peel Hunt
Moor House
120 London Wall
London
EC2Y 5ET

Registrars and Receiving Agents
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Solicitors
Atticus Legal
Castlefield House
Liverpool Road
Castlefield
Manchester
M3 4SB

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