Final Results

Real Good Food Company Plc (The) 27 March 2006 Date: 27 March 2006 On behalf of: Real Good Food Company plc ('RGFC' or 'the Company') Embargoed until: 0700hrs Real Good Food Company plc Preliminary Results 2005 Real Good Food Company plc, the food manufacturing group in ambient, chilled and frozen products (AIM: RGD), today announces its preliminary results for the twelve months to 31 December 2005. The highlights are: • Group sales on continuing activities up 228% to £116.4m (2004: £35.5m) • Reverse acquisition of Napier Brown Foods plc for £67.7m; • Normalised trading profit of £7.1m (2004: £0.4m); • Strong cashflow generation and net cash at the year end of £7.3m (2004 £2.9m); Commenting on the results, Pieter Totte, Non-executive Chairman of Real Good Food Company plc, said: 'Strong progress on a number of fronts has been achieved in building a robust platform for future growth including strengthening and deepening the management teams across all the operating divisions, in particular the Renshaw business, and creating a new plc Board. We are now in the best shape to take the Group forward. We have achieved an important scale in each of our divisions and we are also beginning to yield the benefits of cross divisional initiatives in terms of cost reduction, purchasing economies and sales opportunities. 'Our focus for the coming financial year will be to concentrate on developing our assets to their maximum potential and to exploit all commercial opportunities whilst continuing to identify small bolt-on targets to supplement and develop the activities of our operating companies. We are happy with the start to the current financial year, albeit with a slow start for the sugar division reflecting market volatility and a late Easter. We look forward to the coming year with enthusiasm.' Enquiries to: The Real Good Food Company plc Tel: 020 7234 0570 Pieter Totte www.realgoodfoodplc.co.uk Redleaf Communications Tel: 020 7955 1410 Emma Kane/Duncan McCormick CHAIRMAN'S STATEMENT Introduction and Overview I am pleased to report the Group's Preliminary Results for the twelve months to 31 December 2005. The key highlight of the year was the Group's reverse acquisition for £67.7m of Napier Brown Foods plc ('NBF plc'), completed on 1 September 2005, which has enabled the Group to achieve critical mass. The Group now comprises four divisions - Fish, Bakery, Baking Ingredients and Sugar, manufacturing ambient, chilled and frozen products for the retail, foodservice and industrial sectors. Strong progress on a number of fronts has been achieved in building a robust platform for future growth including strengthening and deepening the management teams across all the operating divisions, in particular the Renshaw business, and creating a new plc Board. The Group achieved normalised trading profit of £7.1m compared with a loss of £0.4m for the comparable period in 2004. This record result was achieved by driving forward organic growth, the resultant benefits of restructuring the operating companies and the contribution from the acquired business. The Group also exited its loss making operations of sandwich making and nut processing (acquired with the acquisition of NBF plc). The divisional highlights are: • Fish - Five Star Fish exceeded the earn-out targets set at the time of its acquisition in May 2004; • Bakery - Hayden's growth continued during 2005 with record sales levels achieved over the pre-Christmas period; Seriously Scrumptious was successfully integrated into the Devizes site; • Baking Ingredients - a new management team was put in place and operational processes refined; • Sugar - the business was restructured to give the division more direct responsibility for managing its day-to-day affairs. Despite reduced sales as a result of a customer margin review, profitability was maintained. Strategy The core of The Real Good Food Company's corporate strategy is to deliver the highest levels of quality and customer satisfaction. Externally, the focus is for each of the four divisions to be regarded as a premium provider to each nominated market whether it is for ready prepared frozen fish for retail pub chains or yum yums for Marks & Spencer. Internally, we provide each of the divisions with the required resources to deliver above average returns, however the local managers are empowered, thus accountable, for their actions and mandated to drive organic growth. With a devolved divisional structure, aided by a small experienced central team; we can respond faster to customer and market demands. Cross marketing opportunities are induced by regular divisional meetings chaired by the Chief Executive Officer -John Gibson. We have now assembled a strong team at both Board and divisional management level and are now in the best shape to take the Group forward. We have achieved an important scale in each of our divisions and we are also beginning to yield the benefits of cross divisional initiatives in terms of cost reduction, purchasing economies and sales opportunities. Our focus for the coming financial year will be to concentrate on developing our assets to their maximum potential and to exploit all commercial opportunities whilst continuing to identify small bolt-on targets to supplement and develop the activities of our operating companies. We look forward to the coming year with enthusiasm. Current Trading The Bakery division has made a promising start to the New Year with sales up 3% on the same period last year. Sales to Waitrose have been particularly encouraging, whilst deliveries to a new grocery retail customer should commence in April. Despite market weakness, following some customer Christmas stock overhang, like for like sales within Bakery Ingredients are marginally ahead of last year. The re-focused management team is actively addressing efficiency improvement programmes and some delayed contracts have now come on stream. Five Star Fish has performed exceptionally well within its market place, with sales during the first nine weeks of the year up 15% year on year. The provision of raw materials from a new supplier has been encouraging and the business is well set to deliver another year of volume and profit growth. Trading in the Sugar division has so far been subdued, particularly in the February period. This is likely explained by the result of the later than normal Easter and the impact again of a post Christmas stock overhang. The expected uplift in volumes has not yet occurred and this has had an effect on profitability for this period. However, the sugar market remains very competitive and it will be some months before the actions taken in Brussels in both regime change, quota cuts and export activity will give rise to a change in the competitive environment. We are happy with the start to the current financial year, albeit with a slow start for the sugar division reflecting market volatility and a late Easter, we look forward to updating shareholders at the forthcoming AGM. FINANCIAL REVIEW Trading Results for the Year Group sales on continuing activities were up 228% reflecting year on year organic growth in both the Fish and Bakery divisions and the acquired revenue (£73.7m) from the NBF plc acquisition. Whilst Group gross margin percentages have reduced by eight percentage points, reflecting the significantly changed nature of the business incorporating NBF plc, margins in the Bakery division have improved by one point six percentage points reflecting the improved material controls implemented during the year. Profit on ordinary activities before exceptional and goodwill amortisation was £7.1m (2004 £0.4m loss). Acquisition During the period under review, the Group completed the reverse acquisition of NBF plc. The acquisition was completed via the issue of 1.6236 RGFC shares for every NBF plc share. In addition £3.4m (net of expenses) was raised to contribute to the costs incurred in conjunction with the acquisition. Following the acquisition, NBF plc was de-listed from the stock exchange and reregistered as a limited company ('NBF Ltd'). During the four months following the merger of the two groups and after a strategic review, the plc Board has been restructured along with a number of activities within the operating divisions. In total 50,773,282 new shares were issued. Exceptional Costs During the year, the Group incurred £4.6m of exceptional costs (2004 £0.5m): - The closure of the loss making Sandwich Division incurred £0.8m of exceptional costs relating in the main to the write down of fixed assets, a further £0.8m of goodwill was also written down within amortisation costs; - The consolidation of the Bakery operations to our Devizes facility saw the closure of our Glastonbury site £0.9m; - The recently announced closure of the Runcorn nut business has also necessitated the provision of £1.2m relating to the written down of assets, site sale costs and redundancies; - Aborted acquisition costs of £0.3m were incurred in the first half; - Other exceptional costs of £1.4m relate to the operational management changes following the recent acquisitions and the restructuring of the plc Board. Cash Flow and Debt The size and nature of the acquisition enabled the Group to restructure its existing bank facilities and a new syndicated arrangement was entered into on the 31 August 2005. The new facility comprised a term loan of £45m, a revolving facility of £20.5m and an overdraft facility of £4.0m. These facilities are syndicated through RBS and Rabobank International. During the period following the acquisition of NBF plc, the freehold property of the former Sefcol business was sold for £1.9m, net of disposal costs, this was used to pay down part of the term loan. As at the year-end, the Group had a net cash position of £7.3m (2004 £2.9m). Net debt at the year end was £59.4m, incorporating £2.8m of loan notes due to Napier Brown Holdings. The Group delivered a strong cashflow for the year generating £4.5m from operating activities, after incurring £4.6m of exceptional costs. Interest payments were £2.0m, whilst the tax losses brought forward reduced the tax payment to £0.4m. Capital expenditure was £1.2m whilst the sales of the Sefcol property mentioned above generated a £2.0m income (before disposal costs). The acquisition of NBF plc along with the £3.4m of share placing, net of fund raising costs, combined with the refinancing of Group debt generated an additional £5.7m, leaving total cash generation for the year at £10.3m. OPERATING COMPANY REVIEW Bakery Division £ '000s 2005 2004 12 months 12 months Turnover 16,196 14,788 Operating Profit* 389 -388 % OP 2.40% -2.60% * Normalised Profit before exceptional items, goodwill amortisation and central costs Hayden's Bakeries produces chilled and ambient premium patisserie and dessert products to retail grocery customers and Seriously Scrumptious supplies a similar range frozen to foodservice customers. During the period under review, Hayden's continued to improve its profitability. Whilst the rate of sales growth slowed in the second half of the year, primarily due to delays in product launches, overall the year on year sales improvement for the division was close to 10%, following the 23% growth in the previous year. Whilst Waitrose remains by some way the largest customer, selling to their Bakery, Chilled Prepared Food department and providing Distribution services, sales to Marks & Spencer have consolidated where progress has been made with Cafe Revive. Budgens is also now purchasing from Hayden's and further new grocery retail customer opportunities are in the pipeline for 2006. Progress continues to be made in reducing the cost of direct labour and a further substantial investment was made during the year to increase the mechanisation of fried products, yum yums and Doughnuts. Raw material control also remains a high priority and investment was undertaken in material controls and handling. Both these areas have improved gross margins. The integration of Seriously Scrumptious, our foodservice are of the Bakery Division, into the Devizes site was successfully completed in the late summer of 2005 and both commercial and operational aspects of the businesses have been integrated. Margins have improved significantly benefiting from tighter control in Devizes and the activity is establishing a meaningful position in the foodservice patisserie and dessert sectors. Tony Harris, who had joined the division in the spring of 2005, was unable to remain with us for personal reasons. Following the integration of Seriously Scrumptious, a new Managing Director, Phil Wicks, was appointed in the autumn of 2005 and the commercial and operational teams combined. Significant additional resource has been put into the commercial aspects of the business at the end of the financial year. Baking Ingredients Division £ '000s 2005 2004 4 months Turnover 15,703 n/a Operating Profit* 1,639 n/a % OP 10.4% n/a * Normalised Profit before exceptional items, goodwill amortisation and central costs Renshaw supplies a range of high quality food ingredients primarily to the bakery sector, comprising craft bakers and major cake manufacturers and also to grocery retailers. It operates two facilities, one in Liverpool and the other in Carluke, South-east of Glasgow. Sales for the period were below expectations in what is a key trading period for the division. Prior to the acquisition, Renshaw had been through a period of significant disruption as a result of the integration of the former Sefcol activities into the Liverpool site. The caramel / mallow plant was transferred, responsibility for the nut business moved and the establishment of an arms length trading arrangement with Supercook, following the purchase from Hero at the end of 2004, were all completed in the period. Consequently, there was some loss of focus on the key elements of performance delivery in 2005, which impacted on performance during the last trimester of the year. As part of the strategic review of NBF Ltd, the Group decided to significantly improve the quality of the senior management team and have now put in place a new Managing Director, Stephen Heslop, who has appointed new Commercial and Operations Directors. We believe that the team, supplemented by Mike McDonough, Finance Director, are more than capable of meeting the challenges ahead in maintaining Renshaw's position as the leading supplier in the sector. The announcement of the closure of the nut plant was made in December and only small quantities of products were produced in January 2006. The entire activity will be exited by the end of April 2006. A number of efficiency projects were started at the end of the year to improve operational efficiency, particularly, at the Liverpool site and external support has been retained to ensure timely delivery. Working practices will have to reflect the competitive environment in the food sector in the twenty-first century. Business planning and raw material cost reduction programmes have also been put in place to improve our service to customers and contribute to profit delivery. We believe we now have the processes and management team capable of delivering world class performance. Fish Division £ '000s 2005 2004 12 months 12 months Turnover 25,561 23,672 Operating Profit* 3,788 3,492 % OP 14.8% 14.8% * 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 foodservice sector. We are delighted to confirm that the business has exceeded its second year earn-out target agreed at the time of acquisition in May 2004. Proforma year on year sales growth was 8%, some of which was due to raw material inflation, but the majority was down to winning business with new customers and increasing sales of added-value products. As expected, sales of lower value commodity lines fell year on year. Two new product ranges, 'Fish Shop' and 'Coddies', were launched in the year and have been well received by the market. The business continues to increase its sales, broaden its customer base, increase sales of added-value lines and maintain margins in the light of some raw material inflation. An investment in increased in line freezing capacity was undertaken towards the end of the year and this has raised throughput and aided operational efficiency. Plans for additional capacity in dusting and breading are in place for 2006 with more battering and frying capacity at the end of the year. Whilst capacity has reduced as a consequence of additional sales, these investments will provide significant further scope for growth in the years ahead. During the course of the year, raw material and finished goods stocks were managed carefully to ensure both excellent availability for customer orders and to achieve increased operational efficiency. To facilitate this and to ensure a continuous flow of high quality raw material, a procurement review was undertaken during the year and some new suppliers brought on stream in December. The business remains committed to working with established suppliers and to sourcing from stable and reliable fishing fleets. At the end of the year John Fenty, Chairman and majority shareholder of Five Star at the time of acquisition, indicated that he would like to reduce his day-to-day involvement in the business but remain a part of the team. Consequently, John has become a part-time Executive Consultant to the business, reporting to Danny Burton, Managing Director. To supplement the senior management team Pete Tiffney has been appointed Technical Director, after having worked for the business in a consulting capacity for a number of years. There remain a number of small to medium sized companies that compete with Five Star and we believe some of these are likely to exit the sector. Five Star Fish is in an ideal position to take advantage of any sector restructuring either to widen customer base or product range. Sugar Division £ '000s 2005 2004 4 months Turnover 61,942 n/a Operating Profit* 4,486 n/a % OP 7.2% n/a Normalised Profit before exceptional items, goodwill amortisation and central costs NBF Ltd supplies a range of sugar and dry ingredients to food manufacturers and packs sugar for retail grocery and foodservice customers. Sales revenue at £61.9m for the period September to December was below expectations but this was a consequence of price deflation in a very competitive market and the decision to exit a number of very low margin contracts. At the same time, it became possible to take advantage of cheaper raw materials and widen the division's sourcing arrangements. Consequently, while revenue was down, overall profitability was maintained. Prior to RGFC's ownership, NBF plc had completed the acquisition of James Budget Sugars during 2004 from Messers ED&F Man and Greencore plc. This transaction was referred to the Competition Commission in September 2004, but subsequently cleared in March 2005. However, this decision caused considerable disruption to the business in the light of these uncertainties and in a very competitive market place the trading result was highly creditable. During the second half of the year, the European Commission tabled and had ratified by the Council of Ministers, a package of wide ranging regime reforms to reduce the quality of sugar produced from beet and to bring EU prices more closely in line with world market prices. We commented on this on 1 December 2005 and believe that in the medium term these new arrangements will significantly benefit NBF Ltd. As a flexible non-refiner, we believe we will be well placed to take advantage of the new supply arrangements and provide our customers with high quality products from a range of sources. However, the implementation of the reform proposals have been delayed for two years and this has clearly had some impact on the market in the short term. In the trading area, the decision to integrate the Garrett dairy products wholesaling activity and Sefcol's dry blending facilities into NBF Ltd began to show positive results as major customers saw the benefit of buying a range of dry ingredients from a single reliable and competitive source. We believe that this will become a significant point of difference from other suppliers. At the end of the year, a significant contract was won with Wm Morrison plc following consolidation of their sugar purchasing arrangements. NBF Ltd will be supplying sugars across the range to all of their depots. To enable this additional volume to be packaged efficiently, the Board have authorised the expenditure of £1.6m on new packaging and material handling projects. These will come on stream in the third quarter of 2006. Following the strategic review of NBF's trading activity, the NBF Ltd business unit was established in October 2005 and the senior management team restructured. The decision to relocate the Finance team from London to Normanton was announced on 25 February 2006, as a consequence, Richard Broadley will be joining in April 2006 as Divisional Finance Director. Pieter Totte Chairman 27 March 2006 THE REAL GOOD FOOD COMPANY PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT YEAR ENDED 31 DECEMBER 2005 Year ended 31 December 2005 Year ended 31 December 2004 £'000s £'000s Before Before Goodwill Goodwill goodwill Goodwill amortisation amortisation amortisation amortisation and and and and exceptional exceptional exceptional exceptional items items Total items items Total TURNOVER Continuing operations 43,017 - 43,017 28,813 - 28,813 Acquisitions 73,373 - 73,373 15,795 - 15,795 Discontinued 1,260 - 1,260 - - - Operations 117,650 - 117,650 44,608 - 44,608 Cost of sales (93,378) - (93,378) (31,826) - (31,826) - GROSS PROFIT 24,272 - 24,272 12,782 - 12,782 Distribution costs (6,854) - (6,854) (3,185) - (3,185) Administration (8,369) (3,148) (11,517) (9,641) (666) (10,307) expenses Other operating income - - - 54 - 54 OPERATING PROFIT/ 9,049 (3,148) 5,901 10 (666) (656) (LOSS) Continuing operations 3,604 (1,892) 1,712 (2,008) (666) (2,674) Acquisitions 5,785 (1,256) 4,529 2,018 - 2,018 Discontinued (340) - (340) - - - operations EXCEPTIONAL ITEMS Reorganisation costs - (3,277) (3,277) - (440) (440) Termination of an - (1,025) (1,025) - - - operation PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE INTEREST & 9,049 (7,450) 1,599 10 (1,106) (1,096) TAXATION Interest receivable 209 - 209 59 - 59 Interest payable (2,174) - (2,174) (494) - (494) LOSS ON ORDINARY ACTIVITIES ACTIVITIES BEFORE 7,084 (7,450) (366) (425) (1,106) (1,531) TAXATION Taxation (1,871) - (1,871) 533 300 833 LOSS FOR THE FINANCIAL 5,213 (7,450) (2,237) 108 (806) (698) YEAR Basic and diluted loss (0.072) (0.064) per share There are no recognised gains and losses other than those shown in the above profit and loss account. THE REAL GOOD FOOD COMPANY PLC CONSOLIDATED BALANCE SHEET 31 DECEMBER 2005 2005 2004 £'000s £'000s FIXED ASSETS Intangible assets:- Negative goodwill (410) (433) Positive goodwill 89,134 16,737 Tangible fixed assets 18,451 6,377 107,175 22,681 CURRENT ASSETS Stock 14,390 4,218 Deferred tax asset 253 914 Debtors 29,828 6,315 Cash at bank and in hand 11,999 1,420 56,470 12,867 CREDITORS: Amounts falling due within one year (34,748) (16,132) NET CURRENT ASSETS / (LIABILITIES) 21,722 (3,265) TOTAL ASSETS LESS CURRENT LIABILITIES 128,897 19,416 CREDITORS: Amounts falling due after more than one (60,413) (6,421) year PROVISIONS FOR LIABILITIES (746) - NET ASSETS EXCLUDING PENSION DEFICIT 67,738 12,995 PENSION SCHEME DEFICIT (806) - NET ASSETS INCLUDING PENSION DEFICIT 66,932 12,995 CAPITAL AND RESERVES Called up share capital 1,297 282 Share premium account 68,773 13,643 Profit and loss account (3,138) (930) SHAREHOLDERS' FUNDS - ALL EQUITY 66,932 12,995 THE REAL GOOD FOOD COMPANY PLC CONSOLIDATED CASH FLOW STATEMENT YEAR ENDED 31 DECEMBER 2005 2005 2004 £'000s £'000s Net cash Inflow/(outflow) from operating activities 4,468 (1,354) Returns on investment and servicing of finance Interest received 209 59 Interest element of finance lease (29) - repayments Interest paid on bank loans, overdrafts and loan stock (2,145) (391) Net cash outflow from returns on investments and servicing of finance (1,965) (332) Taxation paid (482) (10) Capital expenditure Purchase of tangible fixed assets (1,172) (1,934) Sale of tangible fixed assets 2,059 24 887 (1,910) Acquisitions and disposals (54,849) (15,966) Net cash outflow before use of liquid resources and financing (51,941) (19,572) Financing 62,229 17,127 Increase / (Decrease) in cash 10,288 (2,445) THE REAL GOOD FOOD COMPANY PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2005 1. ACCOUNTING POLICIES The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements. a) Basis of Preparation The financial statements have been prepared in accordance with applicable accounting standards under the historical cost convention. b) Basis of Consolidation The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings. The acquisition method of accounting has been adopted. Under this method the results of all the subsidiary undertakings are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. Intra-group sales and profits are eliminated on consolidation and all sales and profit figures relate to external transactions only. Under Section 230 of the Companies Act 1985 the Company is exempt from the requirement to present its own profit and loss account. The loss for the financial period, of the holding Company, as approved by the Board, was £2,212,000 (2004 - £799,000). c) Goodwill Purchased goodwill (both positive and negative, representing the excess or discount of the fair value of the consideration given over the fair value of the separable net assets acquired) arising on consolidation in respect of acquisitions is capitalised. Positive Goodwill is fully amortised by equal annual instalments over its estimated useful life. The estimated useful life is calculated separately for each acquisition. The estimated useful economic life of each acquisition has been estimated at 20 years. Negative goodwill up to the fair values of the associated non-monetary assets acquired is released to the profit and loss account over the period in which the non-monetary assets are recovered. Any negative goodwill in excess of this is recognised through the profit and loss account in the period expected to be benefited. The estimated useful economic life of the current negative goodwill relates to 1 acquisition and has been estimated at 20 years. THE REAL GOOD FOOD COMPANY PLC NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) YEAR ENDED 31 DECEMBER 2005 DIVISIONAL INFORMATION Operating divisions Head Bakery Bakery Fish Sugar Consolidation Continuing Euro Total Office Ingredients adjustments operations Foods Turnover - 16,196 15,703 25,561 61,942 (3,139) 116,263 1,386 117,650 Cost of sales 41 (11,233) (11,735) (19,432) (52,825) 3,012 (92,171) (1,207) (93,378) Gross Margin 41 4,963 3,968 6,129 9,117 (127) 24,092 179 24,272 Distribution - (308) (639) (642) (2,037) - (3,626) (153) (3,778) costs Administration (963) (4,267) (1,691) (1,699) (2,586) 127 (11,078) (367) (11,445) costs Normalised (922) 388 1,638 3,788 4,494 - 9,388 (341) 9,049 Profit / (loss) Goodwill (2,874) amortisation Exceptional (4,302) costs Abortive (274) acquisition costs Earnings before interest & Tax 1,599 Interest (1,965) Tax (1,871) (Loss) after Tax (2,237) This information is provided by RNS The company news service from the London Stock Exchange
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