TIDMRGD

RNS Number : 0783A

Real Good Food PLC

18 December 2014

Real Good Food plc (AIM: RGD)

Interim Results for the six months to 30 September 2014

Real Good Food Company plc ("the Group") is a diversified food business, serving a number of market sectors including retail, manufacturing, wholesale, foodservice and export. The Group is a major distributor of sugar in the UK through its Napier Brown subsidiary, and manufactures a wide range of baking ingredients, jams and sweet bakery products. Its brands include Whitworths Sugar, Renshaw and R&W Scott.

KEY POINTS

 
                                      Six months         Six months 
                                 to 30 September    to 30 September 
                                            2014               2013 
                                        GBP'000s           GBP'000s 
 
 Revenue                                 128,666            130,144 
 
 EBITDA                                  (2,981)              2,205 
 Continuing (loss)/profit 
  before taxation 
  and significant 
  items                                  (5,217)                111 
 
 (Loss)/Earnings 
  per share 
 Basic: adjusted                          (6.8)p               0.4p 
 Diluted: adjusted                        (6.8)p               0.4p 
 
 Working capital 
  (Fixed Assets/Stock/Trade 
  Debtors, Trade 
  Creditors & Tax)                        47,244             49,066 
 
 Net borrowings 
  (Including Cash)                        36,317             31,775 
 

-- Headline EBITDA performance is dominated by the British Sugar dispute, but this masks the fact that, in the first six months of low "offseason" trading, the rest of the Group* has increased EBITDA significantly to GBP0.9m (2013: GBP0.2m), a fourfold increase, driven by improvements in Renshaw and at Haydens Bakery

-- Excluding Napier Brown and Garrett Ingredients, the rest of the Group's* revenue grew by approximately 9% to GBP40.2m reflecting the growth and development plans in place

-- The dispute with British Sugar adversely impacted the results of Napier Brown and Garrett Ingredients in second half of financial year to March 2014 and in the six month period under review. In each of these six month periods underlying EBITDA in sugar has been a loss of GBP3m. However since the start of the new sugar contract year in October, Napier Brown has returned to profitability.

-- Reduction in working capital at GBP47.2m (2013: GBP49.1m) reflects drive to reduce inventory levels and to achieve a better balance in sales and purchase terms in sugar

-- Increase in net debt to GBP36.3m (2013: GBP31.8m) reflects the reduced profitability, offset by the reduction in working capital. Group has facilities in place to manage this level and has maintained cash levels in line with its requirements. The September level reflects the normal seasonal pattern and will reduce in the coming months due to normal seasonality and significantly reduced sugar prices.

*rest of Group includes Renshaw, R&W Scott, Haydens Bakery, RGFE and central costs

Pieter Totté, Executive Chairman, comments:

"After suffering the impact of our pricing dispute with British Sugar, we are pleased by the start we have made to the new sugar contract year in October, since when our Napier Brown business has returned to profitability. At the same time, Renshaw and Haydens Bakery have made excellent progress and are trading significantly ahead of the prior year.

"Elsewhere, our new management teams at Garrett Ingredients and R&W Scott are successfully driving these businesses and we expect to see improved trading during the course of 2015. Real Good Food Europe in Brussels has the infrastructure to build our international activities and is delivering strong sales growth.

"Trading across the whole Group has been ahead of last year during October and November, with Renshaw and Haydens Bakery continuing to lead the way, and we look forward to a strong performance during the key Christmas period. We remain confident about the prospects for the Group and are working on a number of new corporate initiatives, with a focus on delivering value to shareholders."

18 December 2014

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 
  (Nomad and Joint Broker)           4090 
 Stephane Auton 
  Patrick Castle 
 
 Daniel Stewart and Company         Tel: 020 7776 
  Plc                                6550 
  (Joint Broker) 
 Martin Lampshire 
 
 Cubitt Consulting                  Tel: 020 7367 
                                     5100 
 Gareth David 
 

DIVISIONAL REVIEWS

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.

After the difficulties of the last sugar contract year, which are reflected in these numbers, the business has now returned to a more normal trading pattern, albeit in a very difficult market. The business has entered the new sugar contract year in October with reduced industrial volumes, as it was decided not to chase unprofitable sales contracts.

The business is, however, in a much stronger position in retail, being the lead supplier to both Asda and Sainsbury's, where the investment in brand and category management has paid dividends. An overhead reduction plan has also been implemented.

Renshaw (Bakery Ingredients)

Liverpool-based Renshaw is a leading manufacturer and supplier of high quality food ingredients, primarily to the baking sector, both in the UK and for export. The business has a strong reputation for quality, consistency and innovation.

Revenue showed double digit growth in the first half of the current financial year, with 25% of sales being exported. Besides Europe and America, new business was also won in Australia. UK retail sales were strong across all accounts, with coloured sugarpastes proving popular and a number of new modelling pastes and coloured marzipans launched.

The critical Christmas sales period has so far been very strong, with record levels of volume being produced in the Liverpool factory during November. The factory has managed this volume uplift successfully and the immediate outlook remains positive.

Real Good Food Europe (European Sales)

Real Good Food Europe sells, markets and distributes products from RGF UK companies across Europe. It operates from a warehouse and office in Brussels.

Real Good Food Europe in Brussels has moved to new premises, including a small warehouse, in order to deliver an increased level of customer service. The business has already reached an annualised turnover run-rate of more than EUR2.5 million. The majority of the sales are currently of Renshaw products, some of which (e.g. Speculoos sugarpaste and coloured marzipans) are being tailored to meet local market tastes.

R&W Scott (Bakery Ingredients and Jam)

R&W Scott is based at Carluke near Glasgow and produces chocolate coatings and sauces, jams and dry powder blends for the industrial, retail, wholesale and foodservice markets.

The business has achieved a breakthrough in its jams business, with a major new wholesale customer which will generate a level of scale from which it can build. Meanwhile it continues to develop added value offerings within its branded ranges, as it seeks to re-balance its product portfolio.

Garrett Ingredients (Sugar and Dairy)

Based at Thornbury, near Bristol, Garrett Ingredients 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.

Along with Napier Brown, Garrett also suffered in the last sugar contract year from the pricing dispute and historically low sugar prices. Since October, however, volumes have improved in sugar. The Dairy market has also been volatile, leading to difficult trading conditions, but the business is working on broadening its product range into more added-value areas and is developing a number of exclusive distributorships.

Haydens Bakery (Patisserie and Desserts)

Haydens Bakery at Devizes in Wiltshire 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.

This business has continued to improve its profitability and its product range has been significantly simplified, with a decision to withdraw from a number of unprofitable lines. At the same time the customer base has been extended to include Asda, Aldi, Caffè Nero and Morrisons, all focusing on core product capabilities. It is clear that this new business model is working well and will continue to show benefits.

CASH FLOW AND DEBT

Despite the difficult trading environment, the Group has continued to focus on cash management, with working capital reduced by GBP1.8m to GBP47.2m at 30 September 2014. This has been achieved by reducing stock levels by GBP1.5m compared to September 2013 and better customer/supplier trading terms along with a reduced capital program following the strategic investment made last year in the sugar hub.

Although Net Debt was up by GBP4.5m at GBP36.3m compared to September 2013, with the recent substantial (approximately 25%) reduction in sugar prices and our normal business seasonality this will reduce significantly in the coming months. Of the GBP36.3m net debt position GBP7.5m are long term loans. The group retains sufficient headroom within its banking facilities.

IN SUMMARY

After suffering the impact of our pricing dispute with British Sugar, we are pleased by the start we have made to the new sugar contract year in October, when our Napier Brown business has returned to profitability. At the same time, Renshaw and Haydens Bakery have made excellent progress and are trading significantly ahead of the prior year.

Elsewhere, our new management teams at Garrett Ingredients and R&W Scott are successfully driving those businesses and we expect to see improved trading during the course of 2015. Real Good Food Europe in Brussels has the infrastructure to build our international activities and is delivering strong sales growth.

Trading across the whole Group has been ahead of last year during October and November, with Renshaw and Haydens Bakery continuing to lead the way, and we look forward to a strong performance during the key Christmas period. We remain confident about the prospects for the Group and are working on a number of new corporate initiatives, with a focus on delivering value to shareholders.

Pieter Totté

Executive Chairman

18 December 2014

REAL GOOD FOOD PLC

INDEPENDENT REVIEW REPORT TO REAL GOOD FOOD PLC FOR THE

SIX MONTHS TO 30 SEPTEMBER 2014

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 2014, 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 2014 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

REAL GOOD FOOD PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2014 (UNAUDITED)

 
                            Notes       Six Months Ended 30 September            Six Months Ended 30 September 
                                                     2014                                     2013 
                                          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                                 128,666             -     128,666        130,144             -     130,144 
   Cost of sales                       (114,545)             -   (114,545)      (113,854)             -   (113,854) 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 Gross profit                             14,121             -      14,121         16,290             -      16,290 
   Distribution 
    costs                                (8,066)             -     (8,066)        (6,091)             -     (6,091) 
   Administration 
    expenses                            (10,394)             -    (10,394)        (9,270)          (98)     (9,368) 
 
 Operating (loss) 
  profit                                 (4,339)             -     (4,339)            929          (98)         831 
 
 Finance costs                             (723)             -       (723)          (737)             -       (737) 
 Net pension finance 
  income                                   (155)             -       (155)           (81)             -        (81) 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 (Loss)/Profit 
  before taxation                        (5,217)             -     (5,217)            111          (98)          13 
 
 Taxation                                    506             -         506            157            21         178 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 (Loss)/Profit 
  from continuing 
  operations                             (4,711)             -     (4,711)            268          (77)         191 
                                   =============  ============  ==========  =============  ============  ========== 
 
 
 (Loss)/Profit 
  for the period 
  attributable to 
  the equity holders 
  of the parent                          (4,711)             -     (4,711)            268          (77)         191 
                                   -------------  ------------  ----------  -------------  ------------  ---------- 
 
 Other comprehensive 
  income 
 Actuarial losses 
  on defined benefit 
  plans                                  (1,096)             -     (1,096)          (189)             -       (189) 
 Income tax relating 
  to components 
  of other comprehensive 
  income                                     219             -         219             38             -          38 
 
 Total comprehensive 
  (loss)/income 
  for the period                         (5,588)             -     (5,588)            117          (77)          40 
                                   =============  ============  ==========  =============  ============  ========== 
   Basic (loss)/profit 
    per share                 5           (6.8)p             -      (6.8)p           0.4p             -        0.3p 
   Diluted profit 
    per share                 5           (6.8)p             -      (6.8)p           0.4p             -        0.3p 
 
 

REAL GOOD FOOD PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2014

(UNAUDITED)

 
 
                                  30 Sept     31 Mar    30 Sept 
                                     2014       2014       2013 
                                 GBP'000s   GBP'000s   GBP'000s 
 ASSETS 
  NON CURRENT ASSETS 
 Goodwill                          75,796     75,796     75,796 
 Intangibles                          931      1,102      1,325 
 Property, plant and 
  equipment                        21,726     22,291     20,047 
 Deferred tax asset                 2,064      1,319      1,368 
                                ---------  ---------  --------- 
                                  100,517    100,508     98,536 
                                ---------  ---------  --------- 
 
 CURRENT ASSETS 
 Inventory                         17,629     19,108     19,125 
 Trade and other receivables       35,510     34,260     31,733 
 Current tax assets                   412        641          - 
 Other financial assets               181        499          - 
 Cash and cash equivalents          4,433      8,568      3,301 
                                ---------  ---------  --------- 
                                   58,165     63,076     54,159 
                                ---------  ---------  --------- 
 Total Assets                     158,682    163,584    152,695 
                                ---------  ---------  --------- 
 
 LIABILITIES 
  CURRENT LIABILITIES 
 Borrowings                        33,295     31,221     26,018 
 Trade and other payables          28,781     29,820     23,158 
 Current tax liabilities                -          -          6 
 Other financial liabilities          181        499          - 
                                ---------  ---------  --------- 
                                   62,257     61,540     49,182 
                                ---------  ---------  --------- 
 
 NON CURRENT LIABILITIES 
 Borrowings                         7,455      8,480      9,058 
 Trade and other payables             183        191          - 
 Deferred tax                       2,720      2,686      2,567 
 Retirement benefit 
  obligations                       4,659      3,673      3,678 
                                ---------  ---------  --------- 
                                   15,017     15,030     15,303 
                                =========  =========  ========= 
 
   Net Assets                      81,408     87,014     88,210 
                                =========  =========  ========= 
 
 SHAREHOLDERS' EQUITY 
 Issued share capital               1,392      1,389      1,389 
 Share premium account             71,271     71,244     71,244 
 Share option reserve                 456        504        605 
 Retained earnings                  8,289     13,877     14,972 
                                ---------  ---------  --------- 
 
 Total Equity                      81,408     87,014     88,210 
                                =========  =========  ========= 
 
 

REAL GOOD FOOD PLC

STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2014 (UNAUDITED)

 
                             Issued      Share      Share                   Total 
                              Share    Premium     Option     Retained 
                            Capital    Account    reserve     Earnings 
                           GBP'000s   GBP'000s   GBP'000s     GBP'000s   GBP'000s 
 
 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 
                          =========  =========  =========  ===========  ========= 
 
 
 
 Balance at 1 April 
  2014                        1,389     71,244        504       13,877     87,014 
 Shares issued in 
  the period                      3         27          -            -         30 
 Shares to be issued 
  (net of deferred 
  tax)                            -          -       (48)            -       (48) 
 Total comprehensive 
  loss for the period             -          -          -      (5,588)    (5,588) 
 
 
 Balances as at 30 
  September 2014              1,392    71,271         456        8,289     81,408 
                          =========  =========  =========  ===========  ========= 
 

REAL GOOD FOOD PLC

STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDING 30 SEPTEMBER 2014 (UNAUDITED)

 
                                                     6 months    6 months 
                                                           to          to 
                                                      30 Sept     30 Sept 
                                                         2014        2013 
                                                     GBP'000s    GBP'000s 
 CASH FLOW FROM OPERATING ACTIVITIES 
         (Loss)/Profit for the period 
          before taxation                             (5,217)          13 
 Adjusted for: 
         Finance costs                                    723         737 
         Other finance income                             155          81 
         Depreciation of property, 
          plant & equipment                             1,187       1,156 
         Amortisation of intangibles                      171         120 
 
 Operating Cash Flow                                  (2,981)       2,107 
 
         Decrease /(Increase) in 
          inventories                                   1,479     (4,088) 
         (Increase) in receivables                    (1,250)     (1,520) 
         Pension contributions                          (265)       (132) 
         (Decrease)/Increase in payables              (1,017)       1,876 
                                                   ----------  ---------- 
 Cash outflow from operations                         (4,034)     (1,757) 
  Income taxes received /(paid)                           165       (778) 
  Interest paid                                         (723)       (737) 
                                                   ----------  ---------- 
 Net cash outflow from operating 
  activities                                          (4,592)     (3,272) 
                                                   ----------  ---------- 
 
 CASH FLOW FROM INVESTING 
  ACTIVITIES 
         Purchase of intangible assets                      -        (33) 
         Purchase of property, plant 
          & equipment                                   (622)     (3,518) 
                                                   ----------  ---------- 
 Net cash used in investing 
  activities                                            (622)     (3,551) 
                                                   ----------  ---------- 
 
 CASH FLOW FROM FINANCING 
  ACTIVITIES 
         Shares issued                                     30           - 
         Additional loans                                   -       1,120 
         Repayment of loans                             (919)       (946) 
         Net movements on revolving 
          credit facilities                             2,028       2,816 
         Repayment of obligations 
          under finance leases                           (60)           - 
 Net cash used in financing 
  activities                                            1,079       2,990 
                                                   ----------  ---------- 
 
   NET DECREASE IN CASH AND 
   CASH EQUIVALENTS                                   (4,135)     (3,833) 
                                                   ==========  ========== 
 
 CASH AND CASH EQUIVALENTS 
 Cash and cash equivalents 
  at beginning of period                                8,568       7,134 
 Net movement in cash and 
  cash equivalents                                    (4,135)     (3,833) 
                                                   ----------  ---------- 
 
 Cash and cash equivalents 
  at balance sheet date                                 4,433       3,301 
                                                   ==========  ========== 
 
 
   Cash and cash equivalents 
   comprise: 
         Cash                                           4,433       3,301 
                                                        4,433       3,301 
                                                   ==========  ========== 
 
 
 
 

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2014

   1.    General Information 

Real Good Food 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 International House, 1 St Katharine's Way, London, E1W 1XB. 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

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 19 Amendment: Defined Benefit Plans: Employee Contributions

IFRS 10 and IAS 28 Amendments: Sale of Contribution of Assets between an Investor and its Associate

or Joint Venture

   IAS 27                               Amendment: Equity Method in Separate Financial Statements 
   IAS 16 and IAS 41              Amendments: Agriculture Bearer Plants 
   IFRS14                              Regulatory Deferral Accounts 

IAS 16 and IAS 38 Amendments: Clarification of Acceptable Methods of Depreciation and Amortisation

IFRS 11 Amendments: Accounting for Acquisitions of Interests in Joint Operations

   IFRS15                                          Revenue from Contracts with Customers 
   IFRS 9                                           Financial Instruments 

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 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. During the six months to September 2014 significant costs of GBPNil have been incurred relating to management restructuring. GBP98k significant items are reported in the six months to 30 September 2013.

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2014

   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 
  2014 
                                                                                              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         83,108     11,706     22,143      5,117      13,481        864       136,419             -       136,419 
 Revenue - 
  internal            (5,266)    (1,033)      (778)      (676)           -          -       (7,753)             -       (7,753) 
 
 External 
  revenue              77,842     10,673     21,365      4,441      13,481        864       128,666             -       128,666 
 
 Operating 
  (loss)/profit 
  before Head 
  Office              (4,432)        273      2,001      (270)          77      (235)       (2,586)             -       (2,586) 
 Head office 
  and 
  unallocated               -          -          -          -           -          -       (1,753)             -       (1,753) 
 Finance costs 
  (net 
  of interest 
  received)             (402)       (51)      (182)       (28)        (60)          -         (723)             -         (723) 
 Pension 
  finance 
  costs                     -          -          -          -           -          -         (155)             -         (155) 
 
 (Loss)/Profit 
  before 
  tax                 (4,834)        222      1,819      (298)          17      (235)       (5,217)             -       (5,217) 
 
 Tax                      483       (22)      (181)         30         (2)         23           331                         331 
 Tax 
  unallocated               -          -          -          -           -          -           175             -           175 
 
 (Loss)/Profit 
  after 
  tax as per 
  statement 
  of 
  comprehensive 
  income              (4,351)        200      1,638      (268)          15      (212)       (4,711)             -       (4,711) 
                 ============  =========  =========  =========  ==========  =========  ============  ============  ============ 
 

Inter-segment sales are charged at prevailing market rates.

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2014

   4.    Segment reporting (continued) 
 
       As at 30 SEPTEMBER                                                                                        Total 
        2014                   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                48,420      8,704     77,169       9,454     10,612        400                  154,759 
 Unallocated assets 
  Property, plant 
   and equipment                                                                                                   614 
  Current tax 
   asset                                                                                                           412 
  Deferred tax 
   assets                                                                                                        2,064 
  Trade and other 
   receivables                                                                                                     833 
                                                                                                             --------- 
 
 Total assets                                                                                                  158,682 
                                                                                                             --------- 
 
 Segment liabilities         (39,852)    (3,856)   (13,449)     (4,716)    (6,109)       (34)                 (68,016) 
 Unallocated liabilities 
  Trade and other 
   payables                                                                                                      (388) 
  Borrowings                                                                                                   (6,150) 
  Deferred tax 
   liabilities                                                                                                 (2,720) 
 
  Total liabilities                                                                                           (77,274) 
 Net operating 
  assets                        8,568      4,848     63,720       4,738      4,503        366                   81,408 
                            =========  =========  =========  ==========  =========  =========                ========= 
 
 Non current asset 
  additions                       122          6        195          13        286          -                      622 
 Depreciation                     219          3        431         106        403          -            25      1,187 
 Amortisation                      45         15         97          14          -          -             -        171 
 
 

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.

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2014

   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 69,568,996 (2013 69,465,952).

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 2014                   September 2013 
                                          Weighted     Per                Weighted 
                                           Average    share                Average   Per share 
                              Earnings       No.      amount  Earnings     No. of      amount 
                               GBP'000s   of shares   pence    GBP'000s    shares      pence 
 
 
(Loss)/Profit 
attributable 
to ordinary shareholders        (4,711)  69,568,996   (6.8)         191  69,465,952     0.3 
 
Significant items                     -  69,568,996     -            77  69,465,952     0.1 
 
Adjusted (loss)/profit 
 per share                      (4,711)  69,568,996   (6.8)         268  69,465,952     0.4 
 
Dilutive effect 
 of options                           -   4,627,098     -             -   5,562,274      - 
 
Diluted (loss)/profit 
 per share*                     (4,711)  74,196,094   (6.8)         191  75,028,226     0.3 
 
 
Diluted adjusted 
 (loss)/profit per 
 share *                        (4,711)  74,196,094   (6.8)         268  75,028,226     0.4 
 
 

*As the group is loss making in the year under review the diluted earnings per share is the same as basic earnings per share

   6.    Dividends 

No dividend is proposed for the six months ended 30 September 2014 (2013 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.

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2014

   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 GBP265,000.

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 
                                             2014             2014             2013 
                                      % per annum      % per annum      % per annum 
--------------------------------  ---------------  ---------------  --------------- 
   Rate of increase in pensions 
    in payment                               3.00             3.20             3.10 
   Discount rate                             4.15             4.65             4.80 
   Inflation assumption                      3.10             3.30             2.20 
   Revaluation rate for 
    deferred pensions                        2.10             2.20             1.90 
 

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 
                                           2014          2014             2013 
                                       GBP'000s      GBP'000s        GBP'000's 
------------------------------  ---------------  ------------  --------------- 
   Total fair value of assets            15,425        15,360           15,291 
   Present value of scheme 
    liabilities                        (20,084)      (19,033)         (18,969) 
                                ---------------  ------------  --------------- 
   (Deficit) in the scheme              (4,659)       (3,673)          (3,678) 
 

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 RGF are seasonal, creating a large proportion of their EBITDA in the October to December period.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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