TIDMRGD

RNS Number : 9286Q

Real Good Food Company Plc (The)

13 November 2012

The Real Good Food Company plc (AIM: RGD)

Interim Results for the six months to 30 September 2012

The Real Good Food Company plc ("the group" or "RGFC") is a diversified food group, which owns Napier Brown (Europe's biggest non-refining sugar distributor) as well as Renshaw and R&W Scott (bakery ingredients), Garrett Ingredients (dairy ingredients) and Haydens Bakery (patisserie and desserts).

HIGHLIGHTS

 
                                        Six months to      Six months to 
                                         30 September       30 September 
                                                 2012               2011 
                                             GBP'000s           GBP'000s 
 
 Revenue                                      137,806            128,215 
 
 EBITDA                                         3,023              3,092 
 
   Continuing profit before 
   taxation 
   and significant items                        1,173              1,373 
 
 Earnings per share 
 Basic: adjusted                                 1.5p               1.9p 
 Diluted: adjusted                               1.4p               1.7p 
 
 Working capital 
  (Fixed Assets/Stock/Trade 
  Debtors 
  Trade Creditors and Tax)                     45,479             41,687 
 
 Net borrowings 
  (Including Cash)                             32,075             33,741 
 
 
 

NB: These are the first interim results produced after the change in year end and as such the period to September 2011 has never been publicly reported.

   --      Group continues to focus on brand development and driving sales growth 
   --      Divisional Highlights 

o Key trading divisions of Napier Brown, Garrett and Renshaw all in line with this year's EBITDA expectations

o Significantly improved performance at R&W Scott - EBITDA up GBP0.8m over last year

o Improved performance at Haydens expected to accelerate in the second half

-- EBITDA little changed at GBP3.0m (2011: GBP3.1m) after increased investment in new branding initiatives of GBP0.5m at Napier Brown and Renshaw to support growth plans

-- Working Capital at GBP45.5m up 9.4% on last year, but well within planned levels and the normal seasonal pattern. Increase year-on-year primarily driven by higher stocks in Renshaw and Napier Brown, which will be worked off over the remainder of the year

   --      Net debt reduced by GBP1.7m to GBP32.1m, despite increase in working capital 

Pieter Totté, Executive Chairman, comments:

"We enter the critical Christmas trading period with all businesses in a strong position to maximise commercial opportunities. At the same time we continue to develop our medium term growth plans, and I am confident the group will deliver results for the year as a whole in line with market expectations."

13 November 2012

ENQUIRIES:

 
 Real Good Food 
 Pieter Totté, Chairman          Tel: 020 3056 1516 
 Andrew Brown, Marketing Director     Tel: 020 3056 1516 
  Mike McDonough, Finance Director    Tel: 0151 706 8200 
 
 Shore Capital & Corporate            Tel: 020 7408 4090 
 Stephane Auton 
  Patrick Castle 
 
 Cubitt Consulting                    Tel: 020 7367 5100 
 Gareth David 
  Cebuan Bliss 
 

Business Review

I am pleased to report that our trading performance has been in line with expectations across our three key trading divisions, Napier Brown, Garrett Ingredients and Renshaw, with our diversified sales channels limiting our exposure to specific market challenges. Significant improvements have been achieved at R&W Scott, following its separation from Renshaw, while trading performance at Haydens Bakery continues to improve.

Further increases in the cost of commodities, in particular sugar, have impacted our levels of working capital, but these levels will reduce significantly by the end of the financial year. Meanwhile, by better matching customer and supplier terms, our net debt levels are well under control and remain within our facility limits.

We were delighted to announce in June a partnership agreement with Omnicane, the biggest sugar company in Mauritius, whereby it has taken a 20% stake in The Real Good Food Company. Discussions on how we can co-operate continue and I am delighted that Omnicane's Chief Executive Officer, Jacques d'Unienville, has agreed to join our Board as a non-executive Director. The opportunities for joint ventures on sugar sourcing and in opening up export markets, particularly in Africa, are exciting.

Napier Brown (Sugar)

From its facility at Normanton, near Leeds, Napier Brown sources sugar from the UK, mainland Europe and worldwide supplying customers in the UK across all market sectors; manufacturing, retail, wholesale and foodservice

Sales revenue increased 11% year-on-year, a combination of higher volume and increased market prices. Most of the volume increases were in the industrial sector where customers are attracted by our long term multi-sourcing strategy.

In retail, the focus has been on developing a differentiated product range around our Whitworths brand. The launch of our innovative new Baking Sugars in re-sealable pouches has been well received by the trade and marketing campaigns are in place to build on this in the coming months.

The new contract season from October has resulted in further volume increases in both industrial and retail and we continue to work on our plans to secure new sources of sugar in line with the growth ambitions. We expect shortly to complete the acquisition of a site for a new sugar terminal in East Yorkshire with plans for it to be operational during 2013.

Garrett Ingredients (Sugar and Dairy)

Based at Thornbury, near Bristol, Garrett sources dairy and other specialist food ingredients from across the UK, Eire and continental Europe for supply (along with sugar sourced from Napier Brown) to large, medium and small food manufacturing businesses across the UK.

Garrett also grew both tonnage and sales revenues. Dairy volumes increased though prices of skimmed milk powders were below last year's levels throughout most of the period, while the poor summer weather also reduced sales of ice cream mix and dairy ingredients to this sector. Meanwhile progress was made in broadening the product range to include the likes of dextrose, sweetened condensed milk and other complementary ingredients.

Renshaw (Bakery Ingredients)

Operating out of its Liverpool facility Renshaw is a leading manufacturer of high quality food ingredients, primarily to the baking sector both in the UK and for export with a strong reputation for quality, consistency and innovation.

Renshaw volumes and sales remained strong, although EBITDA was down as fixed costs increased, with investment in research, development and human resources to manage growth plans in particular in export and the setting up of a new online sales channel.

A major evaluation has been undertaken of the Renshaw brand. As a consequence we have redefined our vision for the brand, with a new emphasis on exploiting its distinctive credentials within the expert sugar-craft market. Plans are in place to expand the brand globally, with an online sales channel live in the New Year.

Research in a number of countries has confirmed the potential for the brand and its product range, while the online route to market will give the brand the ability to engage directly with many of its customers.

R&W Scott (Bakery Ingredients and Jam)

R&W Scott at its Carluke facility south-east of Glasgow produces chocolate coatings and sauces, jams and dry powder blends for the industrial, retail, wholesale and foodservice markets.

The new standalone R&W Scott business returned to profitability during the first half of the year and is on track to deliver a positive EBITDA performance for the full year. The greater focus delivered by the new management team is producing the desired results, with new ranges planned in retail jams and new opportunities being pursued for coatings in wholesale and foodservice channels. Plans are also in place to supply jam and sauce ingredients to Haydens, which will realise significant benefits for both businesses.

Haydens Bakery (Patisserie and Desserts)

From its site in Devizes, Wiltshire, Haydens Bakery produces an extensive range of high added value, hand finished, ambient, chilled and frozen patisserie and dessert products to retail and foodservice customers. Through its Hopton Distribution facility, it also consolidates distribution of bakery products from other manufacturers to Waitrose.

EBITDA performance improved year-on-year though, as previously reported, the recovery plan is taking longer than anticipated. We are taking action across the business and remain confident that the second half of the year will see a significant improvement in performance, with the business moving into profitability. New sales opportunities are being realised in both retail and increasingly foodservice, where the frozen supply chain is commercially attractive.

Cash flow and Debt

Working capital levels at September 2012 at GBP45.5m are GBP3.8m higher than September 2011 (GBP41.7m) primarily driven by higher stock levels. Debtor and creditor levels were both up but by similar amounts reflecting an improvement in the balance of respective trading terms. Capital expenditure at GBP1.3m is marginally below last year's level of GBP1.5m.

Despite the increase in working capital levels net debt (including cash) at September 2012 was GBP32.1m, down from the September 2011 level of GBP33.7m. The group retains significant headroom within both its banking covenant and its facilities.

The group is proactive in extending its banking arrangements beyond the July 2013 renewal date. The completion timetable has been agreed and it is planned to announce the new arrangements by the end of the calendar year. In the meantime we have moved GBP4.96m of term loans to current as they fall due within the next 12 months, borrowings due over one year are now GBP2.77m as compared to GBP6.79m at September 2011

Outlook

We enter the critical Christmas trading period with all businesses in a strong position to maximise commercial opportunities. At the same time we continue to develop our medium term growth plans, and I am confident the group will deliver results for the year as a whole in line with market expectations.

Pieter Totté

Executive Chairman

13 November 2012

THE REAL GOOD FOOD COMPANY PLC

INDEPENDENT REVIEW REPORT TO THE REAL GOOD FOOD COMPANY PLC FOR THE SIX MONTHS TO 30 SEPTEMBER 2012

Introduction

We have been engaged by the company to review the condensed set of financial statements in the six monthly interim financial report for the six months ended 30 September 2012, which comprises the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cashflows and the related notes. We have read the other information contained in the six monthly interim financial 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, as a body, in accordance with our instructions. Our review has been undertaken so that we might state to the company those matters we are required to state to them in a review 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 work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The six monthly interim financial report is the responsibility of, and has been approved by, the directors.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this six monthly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the six monthly interim financial 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 United Kingdom. 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 six monthly interim financial report for the six months ended 30 September 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.

Crowe Clark Whitehill LLP

Chartered Accountants

10 Palace Avenue

Maidstone

Kent ME15 6NF

THE REAL GOOD FOOD COMPANY PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2012 (UNAUDITED)

 
                     Notes          Six Months Ended 30 September                 Six Months Ended 30 September 
                                                 2012                                          2011 
                                        Before   Significant       Total              Before   Significant       Total 
                                   Significant         Items                     Significant         Items 
                                         Items                                         Items 
                                      GBP'000s      GBP'000s    GBP'000s            GBP'000s      GBP'000s    GBP'000s 
 CONTINUING 
 OPERATIONS 
 
 Revenue                               137,806             -     137,806             128,215             -     128,215 
   Cost of sales                     (122,048)             -   (122,048)           (112,615)             -   (112,615) 
                            ------------------  ------------  ----------  ------------------  ------------  ---------- 
 
 Gross profit                           15,758             -      15,758              15,600             -      15,600 
   Distribution 
    costs                              (5,246)             -     (5,246)             (5,530)             -     (5,530) 
   Administration 
    expenses                           (8,556)             -     (8,556)             (8,016)             -     (8,016) 
 
 Operating profit                        1,956             -       1,956               2,054             -       2,054 
 
 Finance costs                           (824)             -       (824)               (788)             -       (788) 
 Net pension 
  finance 
  income                                    41             -          41                 107             -         107 
                            ------------------  ------------  ----------  ------------------  ------------  ---------- 
 
 Profit before 
  taxation                               1,173             -       1,173               1,373             -       1,373 
 
 Taxation                                (153)             -       (153)               (160)             -       (160) 
                            ------------------  ------------  ----------  ------------------  ------------  ---------- 
 
 Profit from 
  continuing 
  operations                             1,020             -       1,020               1,213             -       1,213 
                            ==================  ============  ==========  ==================  ============  ========== 
 
 
 Profit for the 
  period 
  attributable 
  to the equity 
  holders of the 
  parent                                 1,020             -       1,020               1,213             -       1,213 
                            ------------------  ------------  ----------  ------------------  ------------  ---------- 
 
 Other 
 comprehensive 
 income 
 Actuarial losses 
  on defined 
  benefit 
  plans                                  (329)             -       (329)               (548)             -       (548) 
 Income tax 
  relating 
  to components 
  of other 
  comprehensive 
  income                                    79             -          79                 137             -         137 
 
 Total 
  comprehensive 
  income for the 
  period                                   770             -         770                 802             -         802 
                            ==================  ============  ==========  ==================  ============  ========== 
   Basic profit 
    per share          5                  1.5p                      1.5p                1.9p                      1.9p 
   Diluted profit 
    per share          5                  1.4p                      1.4p                1.7p                      1.7p 
 
 

THE REAL GOOD FOOD COMPANY PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2012 (UNAUDITED)

 
 
                                   30 Sept 2012   31 Mar 2012   30 Sept 2011 
                                       GBP'000s      GBP'000s       GBP'000s 
 ASSETS 
  NON CURRENT ASSETS 
 Goodwill                                75,796        75,796         75,796 
 Intangibles                                467           521            570 
 Property, plant and equipment           17,371        17,057         16,367 
 Deferred tax asset                         874           912            488 
                                  -------------  ------------  ------------- 
                                         94,508        94,286         93,221 
                                  -------------  ------------  ------------- 
 
 CURRENT ASSETS 
 Inventory                               22,661        17.380         19,449 
 Trade and other receivables             30,386        24,444         27,799 
 Cash and cash equivalents                3,892         2,506          1,390 
                                  -------------  ------------  ------------- 
                                         56,939        44,330         48,638 
                                  -------------  ------------  ------------- 
 Total Assets                           151,447       138,616        141,859 
                                  -------------  ------------  ------------- 
 
 LIABILITIES 
  CURRENT LIABILITIES 
 Borrowings                              33,193        24,366         27,865 
 Trade and other payables                25,015        20,082         21,960 
 Current tax liabilities                    391           570            538 
 Derived financial instruments                -             -             30 
                                  -------------  ------------  ------------- 
                                         58,599        45,018         50,393 
                                  -------------  ------------  ------------- 
 
 NON CURRENT LIABILITIES 
 Borrowings                               2,774         6,796          7,266 
 Deferred tax                             2,745         2,886          3,070 
 Retirement benefit obligations           1,290         1,080            376 
                                  -------------  ------------  ------------- 
                                          6,809        10,762         10,712 
                                  =============  ============  ============= 
 
   Net Assets                            86,039        82,836         80,754 
                                  =============  ============  ============= 
 
 SHAREHOLDERS' EQUITY 
 Called up share capital                  1,389         1,300          1,300 
 Share premium account                   71,244        68,874         68,874 
 Other reserves                             500           526            171 
 Profit and loss account                 12,906        12,136         10,409 
                                  -------------  ------------  ------------- 
 
 Total Equity                            86,039        82,836         80,754 
                                  =============  ============  ============= 
 

THE REAL GOOD FOOD COMPANY PLC

STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2012 (UNAUDITED)

 
                                    Issued      Share          IFRS 2    Retained      Total 
                                     Share    Premium    Share Option    Earnings 
                                   Capital    Account         reserve 
                                  GBP'000s   GBP'000s        GBP'000s    GBP'000s   GBP'000s 
 
 Balance at 1 April 2011             1,300     68,870             119       9,607     79,896 
 
 Shares to be issued - Options           -          -              52           -         52 
 Shares issued in period                 -          4               -           -          4 
 Total comprehensive income 
  for the period                         -          -               -         802        802 
 
 
 Balances as at 30 September 
  2011                               1,300    68,874              171      10,409     80,754 
                                 =========  =========  ==============  ==========  ========= 
 
 
 
 Balance at 1 April 2012             1,300     68,874             526      12,136     82,836 
 
 Shares to be issued - Options           -          -            (26)           -       (26) 
 Shares issued in period                89      2,370               -           -      2,459 
 Total comprehensive income 
  for the period                         -          -               -         770        770 
 
 
 Balances as at 30 September 
  2012                               1,389    71,244              500      12,906     86,039 
                                 =========  =========  ==============  ==========  ========= 
 

THE REAL GOOD FOOD COMPANY PLC

STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2012 (UNAUDITIED)

 
                                                       6 months to         6 months 
                                                      30 Sept 2012               to 
                                                                       30 Sept 2011 
                                                          GBP'000s         GBP'000s 
 CASH FLOW FROM OPERATING ACTIVITIES 
         Profit for the period before taxation               1,173            1,373 
 Adjusted for: 
         Finance costs                                         824              788 
         IAS 19 income                                        (41)            (106) 
         Depreciation of property, plant & 
          equipment                                          1,004              959 
         Amortisation of intangibles                            56               68 
 
 Operating Cash Flow                                         3,016            3,082 
 
         (Increase) in inventories                         (5,281)          (7,227) 
         (Increase) in receivables                         (5,943)          (1,254) 
         Pension contributions                                (76)             (65) 
         Increase in payables                                4,959            3,657 
                                                   ---------------  --------------- 
 Cash outflow from operations                              (3,325)          (1,807) 
  Income taxes paid                                          (411)            (299) 
  Interest paid                                              (824)            (788) 
                                                   ---------------  --------------- 
 Net cash outflow from operating activities                (4,560)          (2,894) 
                                                   ---------------  --------------- 
 
 CASH FLOW FROM INVESTING ACTIVITIES 
         Purchase of intangible assets                         (5)             (13) 
         Purchase of property, plant & equipment           (1,313)          (1,465) 
                                                   ---------------  --------------- 
 Net cash used in investing activities                     (1,318)          (1,478) 
                                                   ---------------  --------------- 
 
 CASH FLOW FROM FINANCING ACTIVITIES 
         Shares issued                                       2,459                4 
         Additional borrowings                               5,006            5,178 
         Repayment of obligations under finance 
          leases                                             (201)            (110) 
 Net cash used in financing activities                       7,264            5,072 
                                                   ---------------  --------------- 
 
   NET INCREASE IN CASH AND CASH EQUIVALENTS                 1,386              700 
                                                   ===============  =============== 
 
 CASH AND CASH EQUIVALENTS 
  Cash and cash equivalents at beginning 
   of period                                                 2,506              690 
 Net movement in cash and cash equivalents                   1,386              700 
                                                   ---------------  --------------- 
 
 Cash and cash equivalents at balance 
  sheet date                                                 3,892            1,390 
                                                   ===============  =============== 
 
 
   Cash and cash equivalents comprise: 
         Cash                                                3,892            1,390 
                                                             3,892            1,390 
                                                   ===============  =============== 
 

THE REAL GOOD FOOD COMPANY PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2012

   1.    General Information 

The Real Good Food Company Plc is a public limited company ("company") incorporated in the United Kingdom under the Companies Act (registration number 4666282). The company is domiciled in the United Kingdom and its registered address is 229 Crown Street Liverpool Merseyside L8 7RF. The company's shares are traded on the Alternative Investment Market ("AIM").

The principal activities of the group are the sourcing, manufacture, marketing and distribution of food and industrial ingredients.

Copies of the interim report are being sent to shareholders. Further copies of the interim report and Annual Report and Accounts may be obtained from the address above.

   2.    Basis of preparation 

These condensed consolidated financial statements are presented on the basis of International Financial Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and have been prepared in accordance with AIM rules and the Companies Act 2006, as applicable to companies reporting under IFRS.

The same accounting policies and methods of computation are followed within these interim financial statements as adopted in the most recent annual financial statements. IFRS 7 Amendments to Financial Instruments Disclosures has been adopted from 1 April 2012. The adoption of this standard has not had a material impact on these interim financial statements.

New IFRS standards and interpretations not adopted

Certain new standards, amendments and interpretations of existing standards that have been published and which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU)

   --      IAS 1 Amendment - Presentation of items of other comprehensive income 
   --      IAS 12 Amendments -  Deferred tax: Recovery of Underlying Assets 
   --      IFRS 7 and IAS 32 Offsetting financial assets and financial liabilities 
   --      IAS 27 Separate Financial Statements 
   --      IFRS 9 Financial Instruments 
   --      IFRS 10 Consolidated Financial Statements 
   --      IFRS 11 Joint Arrangements 
   --      IFRS 12 Disclosure of Interests in Other Entities 
   --      IFRS 13 Fair Value Measurement 
   --      IAS 19 Amendment - Employee Benefits 

The adoption of these standards, amendments and interpretations is not expected to have a material impact on the group's profit for the period or equity. Application of these standards will result in some changes in presentation of information within the condensed interim financial statements.

   3.    Significant items 

It is the group's policy to show items that it considers to be of a significant nature separately on the face of the Consolidated Statement of Comprehensive Income in order to assist the reader to understand the accounts. The company defines the term 'significant' as items that are material in respect of their size and nature; for example, a major restructuring of the activities of the group. No significant items are reported in the six months to September 2012 and 2011

   4.    Segment analysis 

Business segments

The group's operating segments are Napier, Garrett, Renshaw, R&W Scott and Haydens reflecting the group's management and reporting structure.

The following table shows the group's revenue and results for the period under review analysed by operating segment. Segment profit represents the trading profit after depreciation but before significant items.

 
                                                      Six months to 30 September 2012 
 
                                                                                      Total                       Total 
                                                                                     Before                       After 
                                                               R&W              Significant   Significant   Significant 
                          Napier    Garrett     Renshaw      Scott    Haydens         Items         Items         Items 
 
                        GBP'000s   GBP'000s    GBP'000s   GBP'000s   GBP'000s      GBP'000s      GBP'000s      GBP'000s 
 
 Total revenue            89,806     17,440      18,820      5,879     11,764       143,709             -       143,709 
 Revenue - 
  internal               (5,597)      (306)           -          -          -       (5,903)             -       (5,903) 
 
 External revenue         84,209     17,134      18,820      5,879     11,764       137,806             -       137,806 
 
 Operating 
  profit/(loss)            1,109      1,143       1,574        (3)      (572)         3,251             -         3,251 
                                             ---------- 
 
 Finance costs 
  (net of interest 
  received)                (504)      (102)       (113)       (35)       (70)         (824)             -         (824) 
 Pension finance 
  costs                        -          -           -          -          -            41             -            41 
 Head office 
  and unallocated     -                   -           -          -          -       (1,295)             -       (1,295) 
                    ------------  ---------  ----------  ---------  ---------  ------------  ------------  ------------ 
 Profit before 
  tax                        605      1,041       1,461       (38)      (642)         1,173             -         1,173 
 
 Tax                       (132)      (227)       (319)          8        139         (531)             -         (531) 
 Tax unallocated               -          -           -          -          -           378             -           378 
 
 Profit after 
  tax as per 
  income 
  statement                  473        814       1,142       (30)      (503)         1,020             -         1,020 
                    ============  =========  ==========  =========  =========  ============  ============  ============ 
 

Inter-segment sales are charged at prevailing market rates.

THE REAL GOOD FOOD COMPANY PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2012

   4.    Segment reporting (continued) 
 
 As at 
  30 SEPTEMBER 
  2012                      Napier    Garrett    Renshaw   R&W Scott    Haydens   Unallocated     Total Group 
                          GBP'000s   GBP'000s   GBP'000s    GBP'000s   GBP'000s      GBP'000s        GBP'000s 
 
 Segment assets             32,184      6,577     19,587       7,078      8,442                        73,868 
 Unallocated 
  assets 
  Goodwill                                                                                             75,796 
  Property, plant 
   and equipment                                                                                           24 
  Deferred tax 
   assets                                                                                                 874 
  Trade and other 
   receivables                                                                                            885 
                                                                                               -------------- 
 
 Total assets                                                                                         151,447 
                                                                                               -------------- 
 
 Segment liabilities      (32,084)    (6,234)   (11,942)     (2,432)    (3,181)                      (55,873) 
 Unallocated 
  liabilities 
  Trade and other 
   payables                                                                                             (200) 
  Borrowings                                                                                          (6,326) 
  Current tax 
   liabilities                                                                                            273 
  Deferred tax 
   liabilities                                                                                        (1,992) 
  Retirement 
   benefits obligation                                                                                (1,290) 
                                                                                               -------------- 
 
  Total liabilities                                                                                  (65,408) 
 Net operating 
  assets                       100        343      7,645       4,646      5,261                        86,039 
                         =========  =========  =========  ==========  =========                ============== 
 
 Non current 
  asset additions              147          -        356          90        720             -           1,313 
 Depreciation                  178          -        368         138        316             4           1,004 
 Amortisation                   26          -         24           -          6             -              56 
 
 

Geographical segments

The group earns revenue from countries outside the United Kingdom, but as this only represents 6.5% of the total revenue of the group, segmental reporting of a geographical nature is not considered necessary in accordance with the provisions of IFRS 8.

THE REAL GOOD FOOD COMPANY PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2012

   5.    Earnings per ordinary share 

Earnings per share is calculated on the basis of the profit for the period after tax, divided by the weighted average number of shares in issue for the six month period of 67,363,509 (2011 65,016,930).

Diluted profit per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares. Potential dilutive ordinary shares arise from share options and warrants. For these, a calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the company's shares) based on the monetary value of the exercise price attached to outstanding share options. Thus the dilutive weighted average number of shares considers the number of shares that would have been issued assuming the exercise of the share options.

An adjusted profit per share and a diluted adjusted profit per share, which exclude significant items, has also been calculated as in the opinion of the board this will allow shareholders to gain a clearer understanding of the trading performance of the group.

 
                                     Six months to 30 September              Six months to 30 September 
                                                2012                                     2011 
                                                Weighted 
                                                 Average      Per share                Weighted    Per share 
                                Earnings           No.          amount    Earnings    Average No.    amount 
                                GBP'000s        of shares       pence     GBP'000s     of shares     pence 
 
 
Profit attributable 
to ordinary shareholders         1,020         67,363,509        1.5       1,213       65,016,930     1.9 
 
Significant items                         -                -      -              -              -      - 
 
Adjusted profit per 
 share                               1,020      67,363,509       1.5         1,213     65,016,930     1.9 
 
Dilutive effect of 
 options                                  -      6,145,866        -               -     6,961,981      - 
Dilutive effect of 
 warrants                                 -                -      -               -             -      - 
 
Diluted profit per 
 share                               1,020      73,509,375       1.4         1,213     71,978,911     1.7 
 
 
Diluted adjusted profit 
 per share                           1,020      73,509,375       1.4         1,213     71,978,911     1.7 
 
 
   6.    Dividends 

No dividend is proposed for the six months ended 30 September 2012 (2011 Nil).

   7.    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.

THE REAL GOOD FOOD COMPANY PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2012

   8.    Pension arrangements 

A subsidiary of the Group, RenshawNapier 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 GBP76,000

Assumptions

The assets of the scheme have been included at market value and the liabilities have been calculated using the following principal actuarial assumptions:

 
                                      30 September         31 March     30 September 
                                              2012                              2011 
                                       % per annum             2012      % per annum 
                                                        % per annum 
---------------------------------  ---------------  ---------------  --------------- 
   Rate of increase in pensions 
    in payment                                2.10             2.80             2.50 
   Discount rate                              4.75             5.00             5.30 
   Inflation assumption                       2.20             2.90             2.60 
   Revaluation rate for deferred 
    pensions                                  1.20             1.90             1.60 
 

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:

 
                           30 September     31 March     30 September 
                                   2012                          2011 
                                      %         2012                % 
                                                   % 
----------------------  ---------------  -----------  --------------- 
   Equities                        7.55         7.55             7.50 
   Bonds                           4.60         4.60             5.50 
   Property                        7.55         7.55             7.50 
   Cash                            0.50         0.50             0.50 
   Overall for scheme              5.87         5.87             5.25 
 
 
                                   30 September      31 March     30 September 
                                           2012          2012             2011 
                                       GBP'000s      GBP'000s        GBP'000's 
------------------------------  ---------------  ------------  --------------- 
   Total fair value of assets            15,902        16,005           15,860 
   Present value of scheme 
    liabilities                        (17,192)      (17,085)         (16,236) 
                                ---------------  ------------  --------------- 
   (Deficit) in the scheme              (1,290)       (1,080)            (376) 
 

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.

   9.    Share Capital 

During the period the company issued 4,065,652 ordinary shares for consideration of GBP2,439,391. In addition 380,952 of share options were exercised and total consideration received on exercise was GBP20,000.

   10.    Seasonality 

Most of the trading divisions of RGFC are seasonal, creating a large proportion of their EBITDA in the October to December period. This was the prime reason we changed our accounting reference date to the 31 March in order to improve both the quality and accuracy of our budget and investor reporting.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR QLLFFLFFLFBX

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