Interim Results
Real Good Food Company Plc (The)
18 September 2006
Date: 18 September 2006
On behalf of: Real Good Food Company plc ('RGFC' or 'the Company')
Embargoed until: 0700hrs
Real Good Food Company plc
Interim Results 2006
Real Good Food Company plc, the food manufacturing group in ambient, chilled and
frozen products (AIM: RGD), today announces its interim results for the six
months to 30 June 2006.
The key highlights include:
• Group sales increased more than five fold to £113.4m (H1 2005: £21.4m),
following the acquisition of Napier Brown Foods PLC.
• Normalised operating profits increased to £4.7m compared to £0.8m in the
previous year.
• Sales in Napier Brown Foods (NBF), our sugar division, were £81.1m, with
profits at £2.8m.
• Five Star Fish again showed good growth with sales up 14% and operating
profits of £1.8m.
• Bakery Ingredients division reported sales of £13.8m and profits of £0.6m.
• Sales in the Bakery division up 5% and profits in line with last year.
• Transfer of various functions in NBF from London to Normanton virtually
complete.
• EPS (excluding exceptionals and goodwill amortisation) of 3.1 pence up
from a (0.1) pence loss last year.
Following the acquisition of NBF last September, considerable effort has been
put into managing our devolved business units in accordance with our company
ethos of a decentralized accountable business reporting to a tightly controlled
centre. Management quality has been enhanced across the Group and I believe that
this will deliver benefits in the years ahead.
Much effort has been put into managing the issues arising from the delays in the
introduction of the new European Union sugar regime. While this has affected
profitability in this period, I believe the business remains well set to take
advantage of the liberalisation of sugar supplies in the European Union (EU).
FINANCIAL INFORMATION SUMMARY
The Group's profit and loss account summary for the six-month period ended 30
June 2006 is detailed below:
£'000s Total six months Total six months
ending 30 June 2006 ending 30 June 2005
Turnover 113,372 21,402
Gross margin 15,554 6,038
Normalised profit 4,654 826
Goodwill amortisation (2,301) (438)
Exceptional costs (753) (2,406)
Aborted acquisition costs - (304)
Earnings before interest 1,600 (2,322)
Net interest (2,149) (531)
Tax (476) (2)
Loss after tax (1,025) (2,855)
The Company is not proposing a dividend for the period (2005, nil)
Enquiries to:
The Real Good Food Company plc
Pieter Totte Non Executive Chairman Tel: 020 7234 0570
John Gibson Chief Executive Officer www.realgoodfoodplc.co.uk
Lee Camfield ChiefFinancial Officer
Redleaf
Communications
Emma Kane Tel: 020 7822 0200
Duncan McCormick
Samantha Robbins
Shore Capital Tel: 0207 468 7912
Guy Peters
OPERATING REVIEW CONTINUING OPERATIONS
Group sales increased more than five-fold to £113.4m and operating profits
nearly six times to £4.7m. These figures reflect the contribution from NBF and
Renshaw. There was a small contribution to sales from the nut operation, which
we closed in December 2005.
Overall net debt levels at 30 June 2006 increased from £10.1m to £59.2m last
year, reflecting the consolidation of facilities at the time of the NBF
acquisition. During the period under review, a payment of £1.0m was made as the
final element under the deferred consideration scheme for Five Star Fish. A
payment of £0.5m is due to the vendors of James Budget Sugars and this was paid
shortly after the end of the period under review. There are no other deferred
consolidation payments to be made.
Sugar Division
£'000s 2006
Six Months
Sales 81,083
Operating profits * 2,814
*Normalised profit before exceptional items, goodwill amortisation and central
costs
*2005 comparative unavailable as no divisional breakdown within NBF plc
The division supplies a range of sugar and dry ingredients to food manufacturers
as well as packing sugar for retail grocery and food service customers,
primarily from its site at Normanton near Leeds.
The widely reported volatile market circumstances caused by surplus stocks of
sugar in the EU gave rise to competitive price pressures in the period. This
impacted sales volumes, particularly up to Easter, and also led to deterioration
in margins. Volumes improved significantly in the second quarter and were up 14%
on the first quarter but at a cost in terms of margin.
The key focus of management during the period has been the maintenance of key
customer/sector volumes, cost reduction in administration and increased
efficiency in production and distribution. In all those areas we have seen
significant improvements.
Fish Division
£'000s 2006 2005
Six months Six months
Sales 14,024 12,313
Operating profit * 1,821 1,650
* Normalised profit before exceptional items, goodwill amortisation and central
costs.
Five Star Fish is a leading supplier of added-value prepared frozen fish to the
food service sector based in Grimsby.
Sales were ahead of last year by nearly 14%. This is partly due to price
increases caused by a tightening on the supply of raw materials. However, sales
volumes were up by 9% in a relatively flat food service market. The trend
towards increased added value sales has continued and new customers continue to
fuel growth. Export sales have been particularly strong.
Margins have been affected to some degree as a result of raw material inflation
and the additional manufacturing workload. The management team has secured a
number of price increases to address this issue.
Investments in additional frying and battering facilities along with new coating
technology were made in the period. These will should the business to move into
more value added coatings, batters and flavourings.
Bakery Ingredients
£'000s 2006
Six Months
Sales 13,767
Operating profit * 648
* Normalised profit before exceptional items, goodwill amortisation and central
costs.
*2005 comparative unavailable as no divisional breakdown within NBF plc
Renshaw supplies a range of high quality food ingredients, primarily to the
bakery sector, comprising major cake manufacturers, grocery retailers, wholesale
distributors and craft bakers. It operates two facilities, one in Liverpool and
the other in Carluke, south east of Glasgow.
The new Management Team has invested significant time and resource in addressing
the issues that had a negative impact on profitability at the end of 2005.
Virtually the entire management structure has been overhauled with
accountabilities now more clearly defined.
The sales team has successfully regained much of the business that was lost last
year and has put into place well structured development plans with a number of
blue-chip customers. Improvements in both service and efficiency have been
realised, providing a good platform for the stock build programme for the '
Christmas period', the planning for which has now been completed.
The introduction of modern manufacturing techniques and new operating procedures
has been a little slower than anticipated due to the magnitude of change
required.
During this period, the Runcorn nut plant was closed down in line with our
expectations and plans are in progress for the disposal of the un-required
freehold property.
Bakery Division
£'000s 2006 2005
Six months Six months
Sales 8,234 7,841
Operating profit * 33 4
* Normalised profit before exceptional items, goodwill amortisation, central
costs and discontinued operations.
Haydens Bakeries produces chilled and ambient premium patisserie and dessert
products for retail grocery customers; while Seriously Scrumptious supplies a
range of similar products to food service customers from our factory in Devizes,
Wiltshire.
Sales grew by 5% in the period as a result of both new customer wins and
additional sales to Waitrose.
Operating profit improved marginally compared to last year. However, it would
have been more, save for the investment in increased resources, particularly in
the senior commercial management team and new product development areas. Margins
and direct labour costs stabilised over the period but services costs increased
as a result of higher energy costs.
Progress in sales in the food service sector has been slower than anticipated.
This is because products supplied to retail customers differ from those in food
service as a consequence of the frozen distribution network. The business, as a
result, is taking a longer time than we expected to come to through.
EXCEPTIONAL ITEMS
The Group has incurred £0.7m of exceptional costs during the period as a
consequence of the transfer of activities in finance administration and
information technology for the Sugar Division from London to Normanton. The
majority of this relates to staff costs, redundancy and the remaining leasehold
cost of the St Katherine's Dock office. There is a small additional element
relating to the exceptional cost of closing the nut plant provided for in the
2005 results.
OUTLOOK/CURRENT TRADING
The Company issued a trading update on 24 May 2006 indicating that profitability
this year would be affected by the volatile nature of the sugar market. Since
then volumes and margins for NBF have been broadly in line with our
expectations. New wins in the retail sector have come on stream and our major
investment in packing is being commissioned. There is some evidence that the
European sugar market is stabilising although we believe that it remains
sensible for us to wait for improving conditions before commenting more
positively.
In Five Star Fish, volumes are in line with expectations and considerable effort
is being put into securing price increases. New supplier relationships are being
formed and this should help us rebalance our raw materials plans for 2007.
Profits are in line with expectations and this should be the case for the
remainder of this year.
With Bakery Ingredients, the critical trading time is the 'Christmas Production'
period - generally September to December. As may be expected, sales in the very
warm July were poor across the bakery sector but despite this Renshaw appears to
have come through this satisfactorily and the business is well set to hit
expectations.
In Bakery, sales to date in the second half of the year are 7% up on the prior
year, however, higher material and direct labour costs are impacting upon the
division's profit performance.
The performance mix of our business units differs slightly from where we were at
the time of our pre-close statement in July. However, netting off the current
performance of our businesses we expect to meet market expectations for the
group.
Pieter Totte
Chairman
Horwath Clark Whitehill
Introduction
We have been instructed by the company to review the financial information set
out in these interim financial statements and we have read the other information
contained in the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial information.
Directors' Responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The continuing
obligations of the AIM rules require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes, and
the reasons for them, are disclosed.
Review Work Performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board. A review consists principally of making
enquiries of management and applying analytical procedures to the financial
information and underlying financial data and based thereon, assessing whether
the accounting policies and presentation have been consistently applied unless
otherwise disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with Auditing
Standards and therefore provides a lower level of assurance than an audit.
Accordingly, we do not express an audit opinion on the financial information.
Review Conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2006.
HORWATH CLARK WHITEHILL LLP
Chartered Accountants
10 Palace Avenue
Maidstone
Kent
ME15 6NF
As restated As restated
6 months 6 months 12 months
Notes Period ended 30 Period ended Year Ended
June 2006 30 June 2005 31st Dec 2005
£'000s £'000s £'000s
(Un-audited) (Un-audited) (Audited)
TURNOVER 113,372 21,402 117,650
Cost of sales (97,818) (15,364) (93,378)
GROSS PROFIT 15,554 6,038 24,272
Distribution costs (4,047) (1,157) (6,854)
Administration expenses (6,853) (4,359) (8,660)
OPERATING PROFIT BEFORE GOODWILL AMORTISATION 4,654 522 8,758
Goodwill Amortisation (2,301) (438) (2,874)
OPERATING PROFIT 2,353 84 5,884
EXCEPTIONAL ITEMS
Reorganisation costs 7 (753) (874) (3,277)
Termination of an operation 7 - (1,532) (1,025)
PROFIT/(LOSS) ON ORDINARY ACTIVITIES
BEFORE INTEREST AND TAXATION 1,600 (2,322) 1,582
Interest receivable 128 - 209
Interest payable (2,277) (531) (2,152)
Net finance income 8 199 - -
(LOSS) ON ORDINARY ACTIVITIES
BEFORE TAXATION (350) (2,853) (361)
Taxation (476) (2) (1,871)
(LOSS) FOR THE PERIOD (826) (2,855) (2,232)
Basic loss per share 3 (1.3) (20.3) (7.2)
Diluted loss per share 3 (1.3) (20.3) (7.2)
Adjusted profit per share 3 3.1 (0.10) 16.0
As restated As restated
30th June 2006 30th June 2005 31st Dec 2005
(Un-audited) (Un-audited) (Audited)
£'000s £'000 £'000s
FIXED ASSETS
Intangible assets 86,455 15,098 88,724
Tangible assets 18,638 6,330 18,451
105,093 21,428 107,175
CURRENT ACCOUNTS
Stock 15,226 4,062 14,390
Deferred tax asset 1,967 1,193 253
Debtors 28,184 6,139 29,828
Cash at bank and in hand 8,987 1,986 11,999
54,364 13,380 56,470
CREDITORS:
amounts falling due within one year (31,646) (18,160) (34,744)
NET CURRENT ASSETS/(LIABILITIES) 22,718 (4,780) 21,726
TOTAL ASSETS LESS CURRENT
LIABILITIES 127,811 16,648 128,901
CREDITORS:
amounts falling due after more than one year (60,514) (6,508) (60,413)
Provision For Liabilities (671) - (746)
Net Assets excluding Pension Deficit 66,626 10,140 67,742
Pension Scheme Deficit 8 (36) - (806)
NET ASSETS including Pension Deficit 66,590 10,140 66,936
CAPITAL AND RESERVES
Called up share capital 1,297 282 1,297
Share premium account 68,773 13,643 68,773
Profit and loss account (3,480) (3,785) (3,134)
SHAREHOLDERS' FUNDS 66,590 10,140 66,936
6 month 6 month 12 month
Note Period ended Period ended Period ended
30 June 30 June 31 December
2006 2005 2005
£'000s £'000s £'000s
Net cash inflow from operating activities A 5,709 841 4,468
Returns on investment and servicing of finance
Interest received 128 - 209
Interest element of finance lease repayments (22) (15) (29)
Interest paid on bank loans and overdrafts (1,452) (270) (2,145)
Net cash outflow from returns on investments
and servicing of finance (1,346) (285) (1,965)
Taxation paid (359) - (482)
Capital expenditure
Purchase of tangible fixed assets (1,148) (232) (1,172)
Sale of tangible fixed assets 137 22 2,059
(1,011) (210) 887
Acquisitions and disposals (1,912) (1,280) (54,849)
Net cash outflow before use of liquid resources
and financing 1,081 (934) (51,941)
Financing B (1,751) 472 62,229
Decrease in cash (670) (462) 10,288
A. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
As restated As restated
6 month 6 month 12 month
Period ended Period ended Period ended
30 June 30 June 31 December
2006 2005 2005
£'000s £'000s £'000s
Operating profit 2,353 84 5,884
Amortisation of goodwill 2,301 438 2,874
Depreciation 916 399 1,164
Exceptional items (excluding goodwill write-off) (255) (1,628) (4,302)
(Profit)/Loss on disposal 27 (11) 475
Movement in working capital:
(Increase)/Decrease in stocks (836) 156 (157)
Decrease in debtors 711 176 3,215
(Decrease)/increase in creditors 492 1,227 (4,685)
5,709 841 4,468
B. FINANCING
6 month 6 month 12 month
Period ended Period ended Period ended
30 June 30 June 31 December
2006 2005 2005
£'000s £'000s £'000s
Issue of ordinary share capital - - 5,577
Expenses paid in connection with share issues - - (870)
Debt due beyond a year:
New secured loan - 1,100 65,500
Repayment of secured loan - (500) (7,690)
Repayment on Revolving Credit Agreement (1,600) - -
Capital element of finance leases (151) (128) (288)
(1,751) 472 62,229
C. RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET DEBT (NOTE D)
6 month 6 month 12 month
Period ended Period ended Period ended
30 June 30 June 31 December
2006 2005 2005
£'000s £'000s £'000s
Increase/(Decrease) in cash in the period (670) (462) 10,288
Cash flow from increase in debt and lease financing 1,751 (472) (57,522)
Change in net debt resulting from cashflows 1,081 (934) (47,234)
Loans and finance leases acquired with subsidiary - - (2,774)
New finance leases (129) (133) (375)
Changes in Net Debt from non-cash movements
Accrued interest on Bank Loan (828) - -
Movement in net debt in the period 124 (1,067) (50,383)
Net debt brought forward (59,390) (9,007) (9,007)
Net debt carried forward (59,266) (10,074) (59,390)
D. ANALYSIS OF changes in NET DEBT
As at As at At
30 June Cash Non-cash 31 December Cash Non-cash 30 June
2005 Flow Movement 2005 Flow Movement 2006
£'000s £'000s £'000s £'000s £'000s £'000s £'000s
Cash at bank
and in hand 1,986 10,013 - 11,999 (3,012) - 8,987
Overdraft (1,970) (2,682) - (4,652) 2,342 - (2,310)
Invoice
discounting (3,419) 3,419 - - - - -
(3,403) 10,750 - 7,347 (670) - 6,677
Bank loan (6,325) (57,210) (63,535) 1,600 (828) (62,763)
Other loan (2774) (2,774) (2,774)
Hire purchase (346) 160 (242) (428) 151 (129) (406)
NOTE C (10,074) (46,300) (3,016) (59,390) 1,081 (957) (59,266)
NOTES TO THE INTERIM RESULTS
1. BASIS OF PREPARATION
The results for the six months ended 30th June 2006 which are unaudited, have
been prepared in accordance with applicable accounting standards and under the
historical cost convention.
The financial information set out in this document does not comprise of the
statutory accounts of the Company within the meaning of section 240(5) of the
Companies Act 1985.
Cost of share options
Effective from 1st January 2006 the company implemented Financial Reporting
Standard 20 - Accounting for Share Options. The share option expense has been
determined by using the Black-Scholes option-pricing model, the most widely used
basis of share option fair values. This model requires the use of subjective
assumptions, which can materially affect fair value estimates. The following
assumptions were used to determine the fair value of employee share options:
Risk Free interest rates 4.68%
Expected volatility 35%
Expected lives of options 3-4yrs
2. CASH AND LIQUID RESOURCES
Cash, for the purposes of the cash flow statement, comprises cash in hand, any
overdraft facility and deposits repayable on demand.
Liquid resources are current asset investments which are disposable without
curtailing or disrupting the business and are either readily convertible into
cash or are traded in an active market. Liquid resources comprise term deposits
of less than one year.
3. EARNINGS PER ORDINARY SHARE
The calculation of the loss per share is based on the loss on ordinary
activities for the six month period ended 30th June 2006 of £826,000 (2005 -
£2,855,000) and the weighted average number of ordinary shares in issue during
the period of 64,866,749 (2005 - 14,093,467).
As the group incurred a loss there is no difference between the basic loss per
share and the diluted loss per share.
The calculation of adjusted earnings per share is based on adjusted profits of
£2,029,000 (2005 - adjusted loss of £11,125) being the loss after taxation of
£826,000 (2005 - £2,855,000) but before goodwill amortisation of £2,301,000
(2005 - £438,000), exceptional items of £753,000 (2005 - £2,405,875) and net
finance income relating to FRS 17 of £199,000 (2005 - £Nil) and on the weighted
average number of shares in issue of 64,866,749 (2005 - 14,093,467). The
adjusted earnings per share figure is included because, in the opinion of the
directors, it provides a better understanding of the underlying trading
performance of the group.
4. DIVIDENDS
No dividend is proposed for the six months ended 30th June 2006 (June 2005 -
£Nil; December 2005 £Nil).
5. MAJOR NON-CASH TRANSACTIONS
During the period the group entered into new finance lease arrangements in
respect of assets with a total capital value at the inception of the lease of
£129,000. (June 2005 - £133,000; December 2005 £375,000).
6. TAXATION
The charge for taxation is based on the results for the period and takes into
account taxation deferred because of timing differences between the treatment of
certain items for taxation and accounting purposes.
Provision is made in full for taxation deferred in respect of timing differences
that have originated but not reversed by the balance sheet date, except for
gains on disposal of fixed assets which will be rolled over into replacement
assets. No provision is made for taxation on permanent differences. Deferred
tax is not discounted.
Deferred tax assets are recognised to the extent that it is more likely than not
that they will be recovered.
7. EXCEPTIONAL COSTS
6 month 6 month 12 month
Period ended Period ended Period ended
30 June 30 June 31 December
2006 2005 2005
Exceptional costs*:-
Reorganisation costs 753 874 3,277
Termination of an operation - 1,532 1,025
753 2,406 4,302
Other exceptional costs and
amortisation**:-
Amortisation - 438 2,874
Redundancy costs - 12 -
Abortive acquisitions - 304 274
- 754 3,148
* Costs in respect of reorganisation costs and on the termination of an
operation have been classified as exceptional costs in accordance with FRS 3 '
Reporting Financial Performance'. As such these costs have been shown separately
as exceptional items on the face of the profit and loss account after operating
profit/(loss) and before interest. These costs have been partly allowed for
taxation purposes which has resulted in an overall reduction of the tax charge
of £225,900. (June 2005 £339,000)
** In the opinion of the directors the abortive acquisition costs were
exceptional due to their size and nature. However, they did not fall into the
category of exceptional items to be disclosed on the face of the profit and loss
account as described under FRS 3 'Reporting Financial Performance'. These costs
were therefore been included within administration costs in accordance with FRS
3 'Reporting Financial Performance'.
8. PENSION ARRANGEMENTS
A subsidiary of the Group, Napier Brown Foods Limited operates a defined benefit
pension scheme, The Napier Brown retirement Benefits scheme. The assets of the
scheme are held separately from those of the Group in an independently
administered fund. The contributions made by the employer over the six month
period have been £87,500. This contribution rate of £175,000 per annum is to
continue until reviewed following the triennial valuation of the scheme due as
at 1st April 2006.
The last full actuarial valuation of this scheme was carried out by an
independent qualified actuary as at 1st April 2003, and was updated on an
approximate basis to 31st August 2005, 31st December 2005 and 30th June 2006.
The scheme is a closed scheme and therefore under the projected unit method the
current service cost would be expected to increase as the members of the scheme
approach retirement.
Assumptions
The assets of the scheme have been taken at market value and the liabilities
have been calculated using the following principal actuarial assumptions:
30 June 2006 31 December 2005
% per annum % per annum
Inflation 3.10 2.85
Discount rate 5.20 4.75
Pension in payment increases 3.00 3.00
Revaluation rate for deferred pensions 3.10 2.85
The fair value of the assets in the scheme, the present value of the liabilities
in the scheme and the expected rate of return at each balance sheet date were:
Expected long term rate of return
30 June 2006 31 December 2005
% %
Equities 8.5 8.5
Bonds 4.5 4.5
Cash 4.0 4.0
Fair value of assets and present value of liabilities
30 June 2006 31 December 2005
£'000s £'000s
Total fair value of assets 16,422 16,079
Present value of scheme liabilities (16,473) (17,230)
Deficit in the scheme (51) (1,151)
Related deferred tax asset 15 345
(36) (806)
Net Finance charge
30 June 2006 31 December 2005
£'000s £'000s
Interest on Pension scheme liabilities (406) (340)
Expected return on pension scheme assets 605 265
199 75
9. DIVISIONAL INFORMATION
Head Bakery Bakery Fish Sugar Consolidation Total
Office Ingredients Adjustments
Turnover - 8,234 13,767 14,024 81,063 (3,716) 113,372
Cost of sales - (6,329) (10,902) (11,229) (73,064) 3,706 (97,818)
Gross Profit - 1,905 2,865 2,795 7,999 (10) 15,554
Distribution costs - (168) (763) (383) (2,733) - (4,047)
Administration costs (680) (1,704) (1,454) (613) (2,451) 49 (6,853)
Normalised Profit / (680) 33 648 1,799 2,815 39 4,654
(loss)
Goodwill amortisation (2,301)
Exceptional costs (753)
Earnings before interest
& Tax 1,600
Interest (2,149)
Net finance income 199
Tax (476)
(Loss) after Tax (826)
10. PRIOR YEAR ADJUSTMENT
The financial statements have been prepared in accordance with Financial
Reporting Standard 20 (FRS 20) 'Share Based Payments', FRS 25 'Financial
Instruments: disclosure and presentation' and FRS 26 'Financial Instruments:
recognition and measurement'. This represents a change in the groups accounting
policy and therefore a prior year adjustment has been made in accordance with
FRS 3 'Reporting Financial Performance'.
The adjustments to the comparative figures for the six months ended 30 June 2005
are were follows:
Financial Reporting Standard Effect on retained profit Effect on net assets
Increase/(decrease) Increase/(decrease)
£ £
Financial Reporting Standard 20 (8,717) (8,717)
Financial Reporting Standard 25 and 26 (153,408) (153,408)
The adjustments to the comparative figures for the year ended 31 December 2005
are as follows:
Financial Reporting Standard Effect on retained profit Effect on net assets
Increase/(decrease) Increase/(decrease)
£ £
Financial Reporting Standard 20 (17,433) (17,433)
Financial Reporting Standard 25 and 26 21,764 21,764
11. ENQUIRIES
Pieter Totte/John Gibson/Lee Camfield
The Real Good Food Company Plc(DEL::DEL)
International House
1 St Katharines' Way
London
E1W 1XB
020 7335 2500(DEL::DEL)
(DEL::DEL)
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