TIDMRGD

RNS Number : 4826U

Real Good Food Company Plc (The)

03 December 2013

The Real Good Food Company plc (AIM: RGD)

Interim Results for the six months to 30 September 2013

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 
                                30 September          to 30 September 
                                        2013                     2012 
                                    GBP'000s                 GBP'000s 
 
 Revenue                             130,144                  137,806 
 
 EBITDA                                2,205                    3,023 
 Continuing profit 
  before taxation 
  and significant items                  111                    1,106 
 
 Earnings per share 
 Basic: adjusted                        0.4p                     1.4p 
 Diluted: adjusted                      0.4p                     1.3p 
 
 Working capital* 
  (Fixed Assets/Stock/Trade 
  Debtors 
  Trade Creditors and 
  Tax)                                49,066                   45,479 
 
 Net borrowings 
  (Including Cash)                    31,775                   32,075 
 
 

-- Revenue is down on previous year reflecting lower sugar volumes for the contract season October 2012-September 2013.

-- EBITDA this year at GBP2.2m is broadly in line with the Company's expectations. The reduction against last year's level of GBP3.0m is primarily a reflection of planned investment of GBP0.7m (made up of GBP0.5m in additional commercial resource and brand development and GBP0.2m in establishing a sales office in Brussels (Real Good Food Europe)) across the group to support our growth and brand strategy.

-- The GBP3.5m capital investment in a sugar handling hub at Immingham is nearing completion on time and within budget.

-- Working Capital at GBP49.1m is GBP3.6m up on last year, but well within planned levels and the normal seasonal pattern. The increase year-on-year is primarily driven by the investment in the sugar hub project.

-- Net debt levels at GBP31.8m remain well managed and are GBP3m below planned levels and in line with last year.

Pieter Totté, Executive Chairman, comments:

"Once again we approach the key Christmas trading period with the Group well placed to benefit from the traditional seasonal boost in sales, and I am pleased with the continued progress we are making in re-shaping the Group.

"In Napier Brown we face a significant challenge over the coming months, following the well publicised dramatic drop in EU sugar market prices as we bring our buying book in line with this correction in market prices.

"Meanwhile, however, Napier Brown's sales volumes, in both the industrial and retail markets have increased significantly from the start of the new contract season in October 2013. We anticipate our Whitworths sugar brand achieving a consumer sales value of more than GBP100m over the next 12 months.

"Elsewhere within the Group our branding and sales initiatives at Renshaw, R&W Scott and Haydens are delivering in line with our expectations and we anticipate that in our next financial year some 25% of Group sales will be represented by branded product. This demonstrates how our business model is evolving."

3 December 2013

ENQUIRIES:

 
 Real Good Food 
 Pieter Totté, Chairman          Tel: 020 3056 
                                               1516 
 Andrew Brown, Marketing Director     Tel: 020 3056 
  Mike McDonough, Finance Director             1516 
                                      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

The board is pleased to report that overall performance for our first six months has been largely as we expected. We continue to develop our strategy of re-shaping the business to be market-led, by investing in both our branded offering and in additional sales management to support our growth plan.

We have seen the first fruits of this already: at Napier Brown with the successful launch of the Whitworths brand playing a big factor in successfully re-entering the retail and foodservice markets; at Renshaw with opportunities in the UK complementing our existing own label business as well as delivering new sales in the EU and the US; at R&W Scott where new branded lines are now achieving listings in the major multiples; and in Haydens, where the customer base is now expanding. At Garrett Ingredients we have just implemented a new, expanded sales and customer service structure in order to realise the growth opportunities.

Net Debt levels remain well managed, some GBP3m below planned levels, and well within our banking facilities.

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. A new sugar handling hub near Immingham to handle imported sugars will be fully commissioned by January 2014.

The sharp drop in EU sugar prices will produce some short term margin pressure, but we are countering this in a number of ways. The re-invigorated branding and new packaging formats have been extremely well received and proved to be a crucial factor in securing increased retail and foodservice volumes from October this year as we announced in October.

This has doubled the throughput of our packing plant and we have increased our headcount to supply the new added value pack formats. Industrial volumes have also increased substantially from the new October contract season as customers are increasingly attracted by our multi-sourcing proposition.

In this respect, the investment in our Sugar Hub at Immingham, designed to enable us to import cost-effectively new supplies of sugar, is central to our ability to grow. The facility is due to be fully commissioned by January.

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.

Volumes and sales revenues are overall 3.5% and 9.6% higher than last year respectively though weak spot prices on sugar have had a negative impact on margins.

We are investing in a new sales and trading structure to give the business the capacity to expand and grow. This is planned to be fully in place by the end of January. As well as new sales and business development resource, it will encompass an upgrade of our customer service and a new look at how we manage our logistics following a successful trial in the South West.

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.

As reported previously, Renshaw has been investing significantly in resources boosting its commercial and operational capabilities, as well as investing in a branded strategy aimed at realising market opportunities, especially internationally.

We are now seeing these opportunities come through especially in UK retail and internationally where our US sales have returned to growth and we continue to find new markets in Europe. We now have an office in Brussels to manage this effectively and provide the customer service which can support the growth.

The strength of the Renshaw business is that it operates across a broad range of sales channels and we also have a number of initiatives in the B2B market. The business has seen an accelerated level of growth in recent months and we are confident of hitting our targets.

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.

R&W Scott continues to invest in and implement its branded strategy, with new and refreshed ranges being launched during the year as a whole. This is part of a strategy of moving from a commodity to an added-value offering. We have invested in product management, business development and technical expertise and are now fully resourced to run the business commercially.

As well as new retail branded ranges in jam and sauces, R&W Scott is also realising a number of opportunities to produce for other Group companies such as Haydens.

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.

Haydens has continued its recovery, with first half sales up 11.6% on last year, in line with expectations. This growth has come both from existing and new customers across both retail and foodservice channels.

A new commercial structure has been implemented encompassing dedicated business development resource as well as marketing and new product development. We are already seeing positive results from this. We are confident that the turnaround is well embedded and we expect growth to continue and profits to improve.

Cash flow and Debt

Working capital levels at September 2013 at GBP49.1m were GBP3.6m higher than September 2012 (GBP45.5m), primarily driven by increased capital investment, with the main item our sugar handling hub near Immingham.

Stock levels are down GBP3.5m in comparison with last year, largely balanced by slightly higher debtors, up 4% at GBP1.3m, and GBP1.9m lower creditors down 8% reflecting the different customer/supplier mix year-on-year.

Despite the increase in working capital levels net debt (including cash) at September 2013 was GBP31.8m, some GBP3m below planned levels and in line with the September 2012 level of GBP32.1m. The group retains significant headroom within its GBP50m banking facilities.

Outlook

Once again we approach the key Christmas trading period with the Group well placed to benefit from the traditional seasonal boost in sales, and I am pleased with the continued progress we are making in re-shaping the group.

In Napier Brown we face a significant challenge over the coming months, following the well publicised dramatic drop in EU sugar market prices as we bring our buying book in line with this correction in market prices.

Meanwhile, however, Napier Brown's sales volumes, in both the industrial and retail markets have increased significantly from the start of the new contract season in October 2013. We anticipate our Whitworths sugar brand achieving a consumer sales value of more than GBP100m over the next 12 months.

Elsewhere within the Group our branding and sales initiatives at Renshaw, R&W Scott and Haydens are delivering in line with our expectations and we anticipate that in our next financial year some 25% of Group sales will be represented by branded product. This demonstrates how our business model is evolving.

Pieter Totté

Executive Chairman

3 December 2013

THE REAL GOOD FOOD COMPANY PLC

INDEPENDENT REVIEW REPORT TO THE RE AL GOOD FOOD COMPANY PLC FOR THE

SIX MONTHS TO 30 SEPTEMBER 2013

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 2013, 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 2013 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 2013 (UNAUDITED)

 
                            Notes       Six Months Ended 30 September            Six Months Ended 30 September 
                                                     2013                                     2012 
                                                                                          (AS RESTATED) 
                                          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                                 130,144             -     130,144        137,806             -     137,806 
   Cost of sales                       (113,854)             -   (113,854)      (122,048)             -   (122,048) 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 Gross profit                             16,290             -      16,290         15,758             -      15,758 
   Distribution 
    costs                                (6,091)             -     (6,091)        (5,246)             -     (5,246) 
   Administration 
    expenses                             (9,270)          (98)     (9,368)        (8,556)             -     (8,556) 
 
 Operating profit                            929          (98)         831          1,956             -       1,956 
 
 Finance costs                             (737)             -       (737)          (824)             -       (824) 
 Net pension finance 
  income                                    (81)             -        (81)           (26)             -        (26) 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 Profit before 
  taxation                                   111          (98)          13          1,106             -       1,106 
 
 Taxation                                    157            21         178          (134)             -       (134) 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 Profit from continuing 
  operations                                 268          (77)         191            972             -         972 
                                   =============  ============  ==========  =============  ============  ========== 
 
 
 Profit for the 
  period attributable 
  to the equity 
  holders of the 
  parent                                     268          (77)         191            972             -         972 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 Other comprehensive 
  income 
 Actuarial losses 
  on defined benefit 
  plans                                    (189)             -       (189)          (262)             -       (262) 
 Income tax relating 
  to components 
  of other comprehensive 
  income                                      38             -          38             60             -          60 
 
 Total comprehensive 
  income for the 
  period                                     117          (77)          40            770             -         770 
                                   =============  ============  ==========  =============  ============  ========== 
   Basic profit 
    per share                 5             0.4p             -        0.3p           1.4p             -        1.4p 
   Diluted profit 
    per share                 5             0.4p             -        0.3p           1.3p             -        1.3p 
 
 

THE REAL GOOD FOOD COMPANY PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2013

(UNAUDITED)

 
 
                                 30 Sept     31 Mar    30 Sept 
                                    2013       2013       2012 
                                GBP'000s   GBP'000s   GBP'000s 
 ASSETS 
  NON CURRENT ASSETS 
 Goodwill                         75,796     75,796     75,796 
 Intangibles                       1,325      1,412        467 
 Property, plant and 
  equipment                       20,047     17,685     17,371 
 Deferred tax asset                1,368      1,385        874 
                               ---------  ---------  --------- 
                                  98,536     96,278     94,508 
                               ---------  ---------  --------- 
 
 CURRENT ASSETS 
 Inventory                        19,125     15,037     22,661 
 Trade and other receivables      31,733     30,213     30,386 
 Cash and cash equivalents         3,301      7,134      3,892 
                               ---------  ---------  --------- 
                                  54,159     52,384     56,939 
                               ---------  ---------  --------- 
 Total Assets                    152,695    148,662    151,447 
                               ---------  ---------  --------- 
 
 LIABILITIES 
  CURRENT LIABILITIES 
 Borrowings                       26,018     23,032     33,193 
 Trade and other payables         23,158     21,282     25,015 
 Current tax liabilities               6        750        391 
 Derived financial 
  instruments                          -          -          - 
                               ---------  ---------  --------- 
                                  49,182     45,064     58,599 
                               ---------  ---------  --------- 
 
 NON CURRENT LIABILITIES 
 Borrowings                        9,058      9,054      2,774 
 Deferred tax                      2,567      2,899      2,745 
 Retirement benefit 
  obligations                      3,678      3,540      1,290 
                               ---------  ---------  --------- 
                                  15,303     15,493      6,809 
                               =========  =========  ========= 
 
   Net Assets                     88,210     88,105     86,039 
                               =========  =========  ========= 
 
 SHAREHOLDERS' EQUITY 
 Issued share capital              1,389      1,389      1,389 
 Share premium account            71,244     71,244     71,244 
 Share option reserve                605        540        500 
 Retained earnings                14,972     14,932     12,906 
                               ---------  ---------  --------- 
 
 Total Equity                     88,210     88,105     86,039 
                               =========  =========  ========= 
 
 
 
 

THE REAL GOOD FOOD COMPANY PLC

STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2013 (UNAUDITED)

 
                             Issued      Share      Share    Retained      Total 
                              Share    Premium     Option    Earnings 
                            Capital    Account    reserve 
                           GBP'000s   GBP'000s   GBP'000s    GBP'000s   GBP'000s 
 
 Balance at 1 April 
  2012                        1,300     68,874        526      12,136     82,836 
 
 Shares to be issued 
  (net of deferred 
  tax)                            -          -       (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 
                          =========  =========  =========  ==========  ========= 
 
 
 
 Balance at 1 April 
  2013                        1,389     71,244        540      14,932     88,105 
 
 Shares to be issued 
  (net of deferred 
  tax)                            -          -         65           -         65 
 Total comprehensive 
  income for the period           -          -          -          40         40 
 
 
 Balances as at 30 
  September 2013              1,389    71,244         605      14,972     88,210 
                          =========  =========  =========  ==========  ========= 
 

THE REAL GOOD FOOD COMPANY PLC

STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2013 (UNAUDITED)

 
                                             6 months    6 months 
                                                   to          to 
                                              30 Sept     30 Sept 
                                                 2013        2012 
                                             GBP'000s    GBP'000s 
 CASH FLOW FROM OPERATING ACTIVITIES 
         Profit for the period before 
          taxation                                 13       1,106 
 Adjusted for: 
         Finance costs                            737         824 
         IAS 19 costs                              81          26 
         Depreciation of property, 
          plant & equipment                     1,156       1,004 
         Amortisation of intangibles              120          56 
 
 Operating Cash Flow                            2,107       3,016 
 
         (Increase) in inventories            (4,088)     (5,281) 
         (Increase) in receivables            (1,520)     (5,943) 
         Pension contributions                  (132)        (76) 
         Increase in payables                   1,876       4,959 
                                           ----------  ---------- 
 Cash outflow from operations                 (1,757)     (3,325) 
  Income taxes paid                             (778)       (411) 
  Interest paid                                 (737)       (824) 
                                           ----------  ---------- 
 Net cash outflow from operating 
  activities                                  (3,272)     (4,560) 
                                           ----------  ---------- 
 
 CASH FLOW FROM INVESTING 
  ACTIVITIES 
         Purchase of intangible assets           (33)         (5) 
         Purchase of property, plant 
          & equipment                         (3,518)     (1,313) 
                                           ----------  ---------- 
 Net cash used in investing 
  activities                                  (3,551)     (1,318) 
                                           ----------  ---------- 
 
 CASH FLOW FROM FINANCING 
  ACTIVITIES 
         Shares issued                              -        2459 
         Additional / (repayment) 
          of borrowings                         2,990       5,006 
         Repayment of obligations 
          under finance leases                      -       (201) 
 Net cash used in financing 
  activities                                    2,990       7,264 
                                           ----------  ---------- 
 
   NET INCREASE/(DECREASE) 
   IN CASH AND CASH EQUIVALENTS               (3,833)       1,386 
                                           ==========  ========== 
 
 CASH AND CASH EQUIVALENTS 
 Cash and cash equivalents 
  at beginning of period                        7,134       2,506 
 Net movement in cash and 
  cash equivalents                            (3,833)       1,386 
                                           ----------  ---------- 
 
 Cash and cash equivalents 
  at balance sheet date                         3,301       3,892 
                                           ==========  ========== 
 
 
   Cash and cash equivalents 
   comprise: 
         Cash                                   3,301       3,892 
                                                3,301       3,892 
                                           ==========  ========== 
 
 
 
 

THE REAL GOOD FOOD COMPANY PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2013

   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.

IAS 19 (Amendment) - "Employee Benefits" became effective during the interim period. This has resulted in the restatement of the charge for retirement benefits in the prior year. The impact of the revised standard was to decrease the pension scheme income in the income statement by GBP67k and decrease the actuarial loss in other comprehensive income. The tax impact of the above was to decrease the tax charge in the income statement by GBP19K and increase the tax credit in other comprehensive income. The above adjustments have had no impact on total comprehensive income or the statement of financial position.

New IFRS standards and interpretations not adopted

The following IFRS standards, amendments and interpretations are not yet effective and have not been adopted early by the group:

IFRS 10, IFRS 12 and IAS 27 Investment Entities effective January 2014

IFRIC 21 Levies - effective January 2014

IAS 36 Amendments Recoverable Amount Disclosures for

non-Financial Assets - effective January 2014

IAS 39 Amendments : Novation of Derivatives and Continuation of Hedge

Accounting - effective January 2014

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. The adoptions may affect disclosures in the group's financial statement

   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. During the six months to September 2013 significant costs of GBP98k have been incurred relating to management restructuring. No significant items are reported in the six months to 2012.

THE REAL GOOD FOOD COMPANY PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2013

   4.    Segment analysis 

Business segments

The Group's operating segments are Napier, Garrett, Renshaw, R&W Scott, Haydens and Real Good Food Europe (RGFE) 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 
  2013 
                                                                                            Total 
                                                                                           Before                 Total After 
                                          Renshaw        R&W                          Significant   Significant   Significant 
                     Napier    Garrett                 Scott     Haydens       RGFE         Items         Items         Items 
                   GBP'000s   GBP'000s   GBP'000s   GBP'000s    GBP'000s   GBP'000s      GBP'000s      GBP'000s      GBP'000s 
 
 Total revenue       79,796     19,381     18,991      5,329      13,134         88       136,719             -       136,719 
 Revenue - 
  internal          (5,148)      (598)      (172)      (653)           -        (4)       (6,575)             -       (6,575) 
 
 External 
  revenue            74,648     18,783     18,819      4,676      13,134         84       130,144             -       130,144 
 
 Operating 
  profit/(loss)         854        991        865       (52)       (226)      (166)         2,266          (98)         2,168 
 
 Finance costs 
  (net 
  of interest 
  received)           (439)      (110)      (110)       (27)        (51)          -         (737)             -         (737) 
 Pension 
  finance 
  costs                                                                                      (81)             -          (81) 
 Head office 
  and 
  unallocated                                                                             (1,337)             -       (1,337) 
                 ----------  ---------  ---------  ---------  ----------  ---------  ------------  ------------  ------------ 
 Profit before 
  tax                   415        881        755       (79)       (277)      (166)           111          (98)            13 
 
 Tax                   (96)      (203)      (172)         18          64         38         (351)            21         (330) 
 Tax 
  unallocated                                                                                 508             -           508 
 
 Profit after 
  tax 
  as per income 
  statement             319        678        583       (61)       (213)      (128)           268          (77)           191 
                 ==========  =========  =========  =========  ==========  =========  ============  ============  ============ 
 

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 2013

   4.    Segment reporting (continued) 
 
       As at 30 SEPTEMBER                                                                                        Total 
        2013                   Napier    Garrett    Renshaw   R&W Scott    Haydens       RGFE   Unallocated      Group 
                             GBP'000s   GBP'000s   GBP'000s    GBP'000s   GBP'000s   GBP'000s      GBP'000s   GBP'000s 
 
 Segment assets                28,547      5,282     21,513       6,881     10,818         86                   73,127 
 Unallocated assets 
  Goodwill                                                                                                      75,796 
  Property, plant 
   and equipment                                                                                                 1,575 
  Deferred tax 
   assets                                                                                                        1,368 
  Trade and other 
   receivables                                                                                                     829 
                                                                                                             --------- 
 
 Total assets                                                                                                  152,695 
                                                                                                             --------- 
 
 Segment liabilities         (24,694)    (4,591)   (10,177)     (2,077)    (5,507)       (40)                 (47,086) 
 Unallocated liabilities 
  Trade and other 
   payables                                                                                                      (340) 
  Borrowings                                                                                                  (11,042) 
  Current tax 
   liabilities                                                                                                   (525) 
  Deferred tax 
   liabilities                                                                                                 (1,814) 
  Retirement benefits 
   obligation                                                                                                  (3,678) 
                                                                                                             --------- 
 
  Total liabilities                                                                                           (64,485) 
 Net operating 
  assets                        3,853        691     11,336       4,804      5,311         46                   88,210 
                            =========  =========  =========  ==========  =========  =========                ========= 
 
 Non current asset 
  additions                       782          -        446         107        661          -                    3,550 
 Depreciation                     184          -        441         136        376          -                    1,156 
 Amortisation                      45          -         45           -         30          -                      120 
 
 

Geographical segments

The group earns revenue from countries outside the United Kingdom, but as this only represents 4.4% 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 2013

   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 69,465,952 (2012 67,363,509).

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                 Six months to 30 
                                     September 2013                   September 2012 
                                         Weighted     Per                Weighted 
                                          Average    share                Average   Per share 
                             Earnings       No.      amount  Earnings     No. of      amount 
                              GBP'000s   of shares   pence    GBP'000s    shares      pence 
 
 
Profit attributable 
to ordinary shareholders           191  69,465,952    0.3          972  67,363,509     1.4 
 
Significant items                   77  69,465,952    0.1            -           -      - 
 
Adjusted profit 
 per share                         268  69,465,952    0.4          972  67,363,509     1.4 
 
Dilutive effect 
 of options                          -   5,562,274     -             -   6,145,866      - 
 
Diluted profit 
 per share                         191  75,028,226    0.3          972  73,509,375     1.3 
 
 
Diluted adjusted 
 profit per share                  268  75,028,226    0.4          972  73,509,375     1.3 
 
 
   6.    Dividends 

No dividend is proposed for the six months ended 30 September 2013 (2012 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 2013

   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 GBP132,000.

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 
                                             2013             2013             2012 
                                      % per annum      % per annum      % per annum 
--------------------------------  ---------------  ---------------  --------------- 
   Rate of increase in pensions 
    in payment                               3.10             3.10             2.10 
   Discount rate                             4.80             4.70             4.75 
   Inflation assumption                      3.20             3.20             2.20 
   Revaluation rate for 
    deferred pensions                        1.90             1.90             1.20 
 

The fair value of the assets in the scheme and the present value of the liabilities in the scheme are

 
                            30 September      31 March     30 September 
                                    2013          2013             2012 
                                GBP'000s      GBP'000s        GBP'000's 
-----------------------  ---------------  ------------  --------------- 
   Total fair value 
    of assets                     15,291        15,613           15,902 
   Present value of 
    scheme liabilities          (18,969)      (19,153)         (17,192) 
                         ---------------  ------------  --------------- 
   (Deficit) in the 
    scheme                       (3,678)       (3,540)          (1,290) 
 

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.    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

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