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RGD Real Good Food Plc

1.45
0.00 (0.00%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Real Good Food Plc LSE:RGD London Ordinary Share GB0033572867 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.45 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Real Good Food PLC Interim Results for Six Months Ended 30/09/16 (0202R)

06/12/2016 7:00am

UK Regulatory


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TIDMRGD

RNS Number : 0202R

Real Good Food PLC

06 December 2016

Strictly embargoed until: 07.00 on 6(th) December 2016

Real Good Food plc

("the Group" or "Real Good Food")

Interim results for the six months ending 30 September 2016

Real Good Food plc (AIM: RGD) today announces interim results for the six months ending 30 September 2016. Real Good Food plc is a diversified food business serving a number of market sectors including retail, manufacturing, wholesale, foodservice and export. The Group focuses on three main markets: Cake Decoration (Renshaw, Rainbow Dust Colours), Food Ingredients (Garrett Ingredients and R&W Scott) and Premium Bakery (Haydens and Chantilly Patisserie). The Company makes the majority of is profits in the second half of the year which includes the important Q3 trading period for Cake Decoration and Premium Bakery in particular in the run up to Christmas.

Interim Highlights

-- Total Group sales grew by 5% to GBP49.0 million (2015: GBP46.7 million) driven primarily by the performance of the Premium Bakery division, alongside the successful integration of Chantilly to the Group

-- Gross profit increased to GBP13.0 million (2015: GBP12.5 million), but impacted adversely by performance of Food Ingredients which struggled with volatile commodity pricing and adverse currency movements

-- Total Group EBITDA (prior to significant items(1) ) down by GBP0.8 million from the previous year at GBP1.2 million (2015: GBP2.0 million) - due to increased expensed investment costs across the Group, primarily in the Development Centre and in the USA, which will drive future growth and operating efficiencies; also impacted by the performance of the Food Ingredients division, which suffered volatile commodity pricings.

-- Group loss before tax of GBP0.2 million (prior to significant items(1) ) of GBP0.7m (2015: GBP0.2 million)

   --     Substantial increase in actuarial losses of pension scheme of GBP3.3 million over six months 

-- Proposed payment of first ever dividend in December 2016 with an interim payment of 0.04 pence per share

   --     Key Q3 trading period in line with expectations to date. 

(1) - Significant items relate to management and restructuring costs of GBP0.3 million and acquisition related costs of GBP0.4m

Pieter Totté, Executive Chairman commented:

"We have continued to make good progress on developing our growth strategies in each business division. With the exception of Garrett Ingredients where the dairy and sugar markets have continued to be difficult, exacerbated by recent currency fluctuations, trading performance has been broadly in line with the Board's expectations.

"Our new Development Centre at Liverpool is beginning to pay dividends following a number of high profile customer visits and the opening of our own sales and warehousing operation in the US will enable significant sales growth from early 2017. At the same time we are finalising other investment plans at our sites in Liverpool and Devizes to improve our operational efficiency over the medium term."

Commenting on outlook and current trading he added:

"Sales trends for the key third quarter are in line with expectations to date and we anticipate significant year on year growth in EBITDA in the second half. However, we face some challenges due to the recent weakening of sterling and increased raw material prices and the timing of price recovery. This, as well as the uncertainty in commodity pricing in particular at Garrett Ingredients, means that, while we expect our year end EBITDA to be ahead of last year, there is a risk that it could fall short of current market estimates."

*-ends-*

ENQUIRIES:

 
 Real Good Food plc                  Tel: 020 3857 3900 
  Pieter Totté, Executive 
  Chairman 
  David Newman, Finance Director 
  Andrew Brown, Marketing Director 
 
 finnCap Limited (Nomad and          Tel: 020 7220 0500 
  Joint Broker) 
  Matt Goode / Grant Bergman 
  (Corporate Finance) 
  Tim Redfern (Corporate Broking) 
 Daniel Stewart and Company          Tel: 020 7776 6550 
  Plc (Joint Broker) 
  David Lawman 
  Jonathon Webb 
 Belvedere Communications            Tel: 020 3567 0510 
  (PR) 
  John West 
  Kim van Beeck 
 

REAL GOOD FOOD PLC

INTERIM RESULTS FOR THE SIX MONTHSING 30 SEPTEMBER 2016

Overview

We have continued to make good progress on developing our growth strategies in each business division. With the exception of Garrett Ingredients, where the dairy and sugar markets have continued to be difficult, exacerbated by recent currency fluctuations, trading performance has been broadly in line with the Board's expectations.

Our new Development Centre at Liverpool is beginning to pay dividends following a number of high profile customer visits and the opening of our own sales and warehousing operation in the US will enable significant sales growth from early 2017. At the same time we are finalising other investment plans at our sites in Liverpool and Devizes to improve our operational efficiency over the medium term.

Divisional Business Reviews

Cake Decoration

Renshaw and Rainbow Dust Colours manufacture and sell cake decoration products and ingredients for the baking sector across the UK and abroad. Renshaw Europe and Renshaw Americas sell these products in their respective territories.

GBP'000s Six months ending 30 September 2016

   Revenue                                                        21,039 
   EBITDA                                                           3,145 

While the market was not as buoyant during the summer as in recent years, sales trends improved towards the autumn particularly with the return of the Great British Bake-Off. The first half saw significant investment in the product ranges with the re-launch of the UK Renshaw Professional range and a new product, Renshaw Extra, targeted at the European market. Rainbow Dust Colours also re-launched its market leading edible colouring, Progel, for the European market.

Significant investment was made in opening a new warehouse in Rockaway, New Jersey, as the base for the new Renshaw Americas business.

Food Ingredients

Garrett Ingredients supplies a range of food ingredients including bagged sugars and dairy ingredients to food manufacturers. R&W Scott manufactures and supplies chocolate coatings, jams, fruit fillings and sauces to food manufacturers, wholesalers and retailers.

GBP'000s Six months ending 30 September 2016

   Revenue                                                         12,347 
   EBITDA                                                            (477) 

Difficult conditions continued in both of Garrett's main commodity markets and this was followed by short term difficulties caused by the weakening of sterling in September. Sugar supplies have become critically short which will constrain volumes, though markedly higher prices should improve margins. The dairy market has also seen upward price movement and it is likely to be six months before matters stabilise. The price rises in both these markets will, in due course, present Garrett's with a number of opportunities, through its sourcing expertise. R&W Scott has performed solidly, increasing its delivered margin over last year while operationally it performed well.

Premium Bakery

Haydens and Chantilly Patisserie manufacture, sell and distribute added value bakery and dessert products to UK retailers and foodservice customers

GBP'000s Six months ending 30 September 2016

   Revenue                                                        15,568 
   EBITDA                                                           571 

Sales have performed well with Haydens strongly ahead of last year with good sales through Waitrose and new business gained at Marks and Spencer. Growth at Chantilly has been constrained by the delay in moving to new premises which is now timed for early 2017. While the outlook on sales remains positive, EBITDA will be more challenging in the second half as recent significant raw material inflation (butter and cream prices have doubled recently as a result of a sudden drop in milk production across the EU and the effect in the UK has been exacerbated by the weakness of sterling) is unlikely to be fully offset by price recovery until the New Year.

Financial Review

Total Group sales grew by 5% to GBP49.0 million (2015: GBP46.7 million) driven primarily by the performance of the Premium Bakery division, alongside the successful integration of Chantilly to the Group. Gross profit increased to GBP13.0 million (2015: GBP12.5 million), again aided by the addition of Chantilly to the Group but impacted adversely by performance of Food Ingredients as detailed above.

Total Group Administrative Expenses increased by GBP1.4 million to GBP10.2 million (2015: GBP8.8 million) as a result of the increased investment across the Group, including the Food Development Centre and the acquisition of Chantilly. Total Group EBITDA was therefore down by GBP0.8 million from the previous year at GBP1.2 million following the increased investment costs across the Group detailed above and the performance of the Food Ingredients division.

After depreciation and amortisation charges of GBP1.1 million, the Group reported an operating profit prior to significant items of GBP0.7m (comprising management and restructuring costs of GBP0.3 million and acquisition related costs of GBP0.4m) of GBP0.046 million (2015: GBP1.1 million). The Group loss before tax prior to significant items of GBP0.7m (comprising management and restructuring costs of GBP0.3 million and acquisition related costs of GBP0.4m) was GBP0.2 million (2015: GBP0.2 million), and reported Group loss before tax was GBP0.9 million (2015: GBP0.2 million).

Since the previous year end the Group successfully negotiated extended borrowing facilities with Lloyds Bank plc to enable it to continue its acquisition and investment strategy.

Dividend

Although our primary objective is to invest our cash to drive growth in our operations, the Board feels that it is important to start to pursue a progressive dividend policy alongside this.

In this regard, I am pleased to announce that the Board has decided to commence the payment of dividends with an interim dividend for this year of 0.04 pence per share. It is expected this will be paid on 25 January 2017 to those shareholders on the register as at 30 December 2016. The ex-dividend date is therefore 29 December 2016.

Pension Scheme

In common with most UK pension schemes the continuing reduction in Government and corporate bond rates has had a disproportionate effect on the NBF Pension deficit, resulting in an increase in actuarial losses of GBP3.3 million over six months. Brexit and the subsequent policy of quantitative easing are major contributors to this. However, it is worth investors noting that a 1% increase in bond rates would reduce the actuarial losses by some GBP5 million, so over the life of the scheme such a short term 'hit' has to be seen in context.

The Board is actively involved in the scheme's liability management and is currently working with the Trustees and the actuaries on an Enhanced Transfer Value offer to deferred pensioners, the results of which should be known by March 2017.

Outlook and Current Trading

Sales trends for the key third quarter are in line with expectations to date and we anticipate significant year on year growth in EBITDA in the second half. However, we face some challenges due to the recent weakening of sterling and increased raw material prices and the timing of price recovery. This, as well as the uncertainty in commodity pricing in particular at Garrett Ingredients, means that, while we expect our year end EBITDA to be ahead of last year, there is a risk that it could fall short of current market estimates.

I am also pleased to announce that we will pay our first interim dividend as start of a progressive policy as our business grows.

Pieter Totté

Executive Chairman

REAL GOOD FOOD PLC

INDEPENT REVIEW REPORT TO REAL GOOD FOOD PLC FOR THE

SIX MONTHS TO 30 SEPTEMBER 2016

   --    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 2016, 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 2016 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 MONTHSING 30 SEPTEMBER 2016

(UNAUDITED)

 
                             Notes 
                                     30.09.2016   30.09.2015 
                                       GBP'000s     GBP'000s 
 CONTINUING OPERATIONS 
 
 Revenue                                 48,954       46,656 
   Cost of sales                       (35,878)     (34,158) 
                                    -----------  ----------- 
 
 Gross profit                            13,076       12,498 
   Distribution 
    costs                               (2,796)      (2,611) 
   Administration 
    expenses                           (10,234)      (8,804) 
   Significant costs          10          (694)            - 
 
 Operating (loss)/profit                  (648)        1,083 
 
 Finance costs                            (193)      (1,203) 
 Net pension finance 
  income                                  (108)         (96) 
                                    -----------  ----------- 
 
 Loss before taxation                     (949)        (216) 
 
 Taxation                                     7          192 
                                    -----------  ----------- 
 
 
   Loss from continuing 
   operations                             (942)         (24) 
                                    -----------  ----------- 
 
 
 Gain on Disposal 
  of Subsidiary                               -        9,425 
 
   Loss from Discontinued 
   business                     9             -         (84) 
                                    -----------  ----------- 
 
 (Loss)/Profit 
  for the period 
  attributable to 
  the equity holders 
  of the parent                           (942)        9,317 
                                    -----------  ----------- 
 
 Other comprehensive 
  income 
 Actuarial losses 
  on defined benefit 
  plans                                 (3,307)          641 
 Income tax relating 
  to components 
  of other comprehensive 
  income                                    628        (128) 
 
 Total comprehensive 
  (loss)/income 
  for the period                        (3,621)        9,830 
                                    ===========  =========== 
   Basic (loss)/profit 
    per share                  4        (1.34)p        13.4p 
   Diluted (loss)/profit 
    per share                  4        (1.34)p        12.3p 
 
 
 

REAL GOOD FOOD PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2016

(UNAUDITED)

 
 
                                  30 Sept     31 Mar    30 Sept 
                                     2016       2016       2015 
                                 GBP'000s   GBP'000s   GBP'000s 
 ASSETS 
  NON CURRENT ASSETS 
 Goodwill                          71,005     71,005     70,019 
 Intangibles                        1,088        834        661 
 Property, plant and 
  equipment                        20,886     18,066     14,019 
 Deferred tax asset                 2,324      1,556      1,725 
                                ---------  ---------  --------- 
                                   95,303     91,461     86,424 
                                ---------  ---------  --------- 
 
 CURRENT ASSETS 
 Inventory                         14,749     12,360     14,690 
 Trade and other receivables       17,377     17,039     18,215 
 Current tax assets                     -          -          - 
 Cash and cash equivalents          1,460      2,946      4,344 
 
                                   33,586     32,345     37,249 
                                ---------  ---------  --------- 
 
   Total Assets                   128,889    123,806    123,673 
                                ---------  ---------  --------- 
 
 LIABILITIES 
  CURRENT LIABILITIES 
 Bank Overdraft                       196        949          - 
 Borrowings (Note 11)              14,015      7,008      7,361 
 Trade and other payables          12,301     13,243     17,314 
 Current tax liabilities              128        127        164 
 
                                   26,640     21,327     24,839 
                                ---------  ---------  --------- 
 
 NON CURRENT LIABILITIES 
 Borrowings (note 11)                  36         55          - 
 Deferred tax                       2,055      1,925      2,019 
 Retirement benefit 
  obligations (note 
  9)                                9,346      6,081      4,983 
                                ---------  ---------  --------- 
                                   11,437      8,061      7,002 
                                ---------  ---------  --------- 
 
   Net Assets                      90,812     94,418     91,832 
                                =========  =========  ========= 
 
 SHAREHOLDERS' EQUITY 
 Issued share capital               1,402      1,402      1,396 
 Share premium account                103     71,375     71,333 
 Share option reserve                 607        592        595 
 Retained earnings                 88,700     21,049     18,508 
                                ---------  ---------  --------- 
 
 Total Equity                      90,812     94,418     91,832 
                                =========  =========  ========= 
 

REAL GOOD FOOD PLC

STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHSING 30 SEPTEMBER 2016

(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 
  2015                        1,392     71,272        577        8,678     81,919 
 Shares issued in 
  period                          4         61          -            -         65 
 Shares to be issued 
  (net of deferred 
  tax)                            -          -         18            -         18 
 Total comprehensive 
  income for the period           -          -          -        9,830      9,830 
 
 
 Balances as at 30 
  September 2015              1,396    71,333         595       18,508     91,832 
                          =========  =========  =========  ===========  ========= 
 
 
 
 Balance at 1 April 
  2016                        1,402     71,375        592       21,049     94,418 
 Shares issued in                            -                       -          - 
  the period                      -                     - 
 Shares to be issued 
  (net of deferred 
  tax)                            -          -         15            -         15 
 Capital Reduction 
  Transfer                        -   (71,272)          -       71,272          - 
 Total comprehensive 
  income for the period           -          -          -      (3,621)    (3,621) 
 
 
 Balances as at 30 
  September 2016              1,402     103           607       88,700     90,812 
                          =========  =========  =========  ===========  ========= 
 

REAL GOOD FOOD PLC

STATEMENT OF CASH FLOWS FOR THE SIX MONTHSING 30 SEPTEMBER 2016

(UNAUDITED)

 
                                                         6 months    6 months 
                                                               to          to 
                                                          30 Sept     30 Sept 
                                                             2016        2015 
                                                         GBP'000s    GBP'000s 
 CASH FLOW FROM OPERATING ACTIVITIES 
         Loss for the period before 
          taxation                                          (949)       (216) 
 Adjusted for: 
         Finance costs                                        193       1,203 
         Other finance income                                 108          96 
         Depreciation of property, 
          plant & equipment                                 1,031         855 
         Amortisation of intangibles                          108         180 
 
 Operating Cash Flow                                          491       2,118 
 
         (Increase)/Decrease in inventories               (2,389)     (4,509) 
         (Increase) in receivables                          (439)     (4,752) 
         Pension contributions                              (150)       (160) 
         (Decrease) in payables                             (826)     (3,169) 
                                                       ----------  ---------- 
 Cash outflow from operations                             (3,313)    (10,472) 
  Income taxes (paid)/received                                  -       (449) 
  Interest paid                                             (193)     (1,480) 
                                                       ----------  ---------- 
 Net cash outflow from operating 
  activities                                              (3,506)    (12.401) 
                                                       ----------  ---------- 
 
 CASH FLOW FROM INVESTING 
  ACTIVITIES 
         Net Disposal Proceeds from 
          Napier Brown Sugar                                    -      41,187 
         Purchase of intangible assets                      (362) 
         Purchase of property, plant 
          & equipment                                     (3,851)     (1,506) 
                                                       ----------  ---------- 
 Net cash (used in)/from 
  investing activities                                    (4,213)      39,661 
                                                       ----------  ---------- 
 
 CASH FLOW FROM FINANCING 
  ACTIVITIES 
         Shares issued                                          -          65 
         Repayment of loans                                     -     (8,295) 
         Net movements on revolving 
          credit facilities                                 6,962    (21,203) 
         Repayment of obligations 
          under finance leases                                 24       (119) 
 Net cash used in financing 
  activities                                                6,986    (29,552) 
                                                       ----------  ---------- 
 
   NET DECREASE IN CASH AND 
   CASH EQUIVALENTS                                         (733)     (2,292) 
                                                       ==========  ========== 
 
 CASH AND CASH EQUIVALENTS 
 Cash and cash equivalents 
  at beginning of period                                    1,997       6,636 
 Net movement in cash and 
  cash equivalents                                          (733)     (2,292) 
                                                       ----------  ---------- 
 
 Cash and cash equivalents 
  at balance sheet date                                     1,264       4,344 
                                                       ==========  ========== 
 
 
   Cash and cash equivalents 
   comprise: 
         Cash                                               1,460       4,344 
         Overdraft                                          (196)           - 
                                                            1,264       4,344 
                                                       ==========  ========== 
 
 
 
 

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2016

   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.

The interim report will be posted on the company's website and will be released via the Stock Exchange. 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 adopted

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not yet been adopted by the EU.

The Directors are still assessing whether the application of IFRS 9, IFRS 15 and IFRS 16, once effective, will have a material impact on the results of the group. Application of these standards may result in changes in presentation of information within the Group's financial statements.

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO SEPTEMBER 2016

   3.    Segment analysis 

Business segments

The divisional structure reflects the management teams in place and also ensures all aspects of trading activity have the specific focus that they need in order to achieve our growth plans. As explained in the March 2016 financial statements the business is divided into three distinct pillars as detailed below.

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.

 
 
 
                                                                            Premium 
                                     Cake Decoration   Food Ingredients      Bakery      Total 
                                            GBP'000s           GBP'000s    GBP'000s   GBP'000s 
 
 Total revenue                                21,713             14,059      15,568     51,340 
 Revenue - internal                            (674)            (1,712)           -    (2,386) 
 
 External revenue                             21,039             12,347      15,568     48,954 
 
 Operating profit/(loss) 
  before Head Office                           2,795              (684)          94      2,205 
 Head office and unallocated                       -                  -           -    (2,159) 
 Significant costs                             (172)               (62)        (90)      (694) 
 Finance costs (net 
  of interest received)                         (53)                  -        (37)      (193) 
 Pension finance costs                             -                  -           -      (108) 
 
 Profit/(Loss) before 
  tax                                          2,570              (746)        (33)      (949) 
 
 Tax                                             114              (133)          47         28 
 Tax unallocated                                   -                  -           -       (35) 
 
 (Loss)/Profit after 
  tax as per statement 
  of comprehensive 
  income                                       2,684              (613)          14      (942) 
                                  ==================  =================  ==========  ========= 
 
 

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 2016

   3.    Segment reporting (continued) 
 
 
         As at 30 SEPTEMBER           Cake    Premium            Food                    Total 
         2016                   Decoration     Bakery     Ingredients   Unallocated      Group 
                                  GBP'000s   GBP'000s        GBP'000s      GBP'000s   GBP'000s 
 Segment assets                     88,950     13,357          20,341                  122,648 
 Unallocated assets 
  Property, plant 
   and equipment                                                                         3,264 
  Intangible assets                                                                        275 
  Deferred tax 
   assets                                                                                2,099 
  Trade and other 
   receivables                                                                             335 
  Cash at bank 
   and in hand                                                                             268 
 Total assets                       88,950     13,357          20,341                  128,889 
                              ============  =========  ==============                ========= 
 
   Segment liabilities            (12,926)    (6,277)         (6,039)                 (25,242) 
 Unallocated liabilities 
  Trade and other 
   payables                                                                              (473) 
  Current Tax                                                                             895* 
  Borrowings                                                                           (3,200) 
  Pension Liability                                                                    (9,346) 
  Deferred tax 
   liabilities                                                                           (711) 
 Total liabilities                (12,926)    (6,277)         (6,039)                 (38,077) 
 Net operating 
  assets                            76,024      7,080          14,302                   90,812 
                              ============  =========  ==============                ========= 
 
 Non-current asset 
  additions                          1,526        828           1,419           440      4,213 
 Depreciation                          350        376             200           105      1,031 
 Amortisation                            -        101               7             -        108 
----------------------------  ------------  ---------  --------------  ------------  --------- 
 

-- Corporation tax asset in Head Office which nets off to become a corporation tax liability for the group overall

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2016

   3.    Segment reporting (continued) 

Business segments

Geographical Segments

The group earns revenue from countries outside the United Kingdom, this amounts to 11.7% of the total revenue of the group, but as no individual country is considered to be material, segmental reporting of a geographical nature is not considered necessary in accordance with the provisions of IFRS 8.

   4.    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 70,066,903 (2015 69,638,675).

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 2016                   September 2015 
                                          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          (942)  70,066,903  (1.34)       9,317  69,638,675    13.4 
Significant items                   694           -     -       (9,425)           -      - 
 
Adjusted (loss)/profit 
 per share                        (248)  70,066,903  (0.35)       (108)  69,638,675   (0.16) 
 
Dilutive effect 
 of options                           -   5,416,227     -             -   5,889,638      - 
 
Diluted (loss)/profit 
 per share*                       (942)  75,483,130  (1.25)       9,317  75,528,313    12.3 
 
 
Diluted adjusted 
 (loss)/profit per 
 share *                          (248)  75,483,130  (0.33)       (108)  75,528,313   (0.14) 
 

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

   5.    Dividends 

The board are recommending an interim dividend of 0.04 pence per share be paid in January 2017 for the six months ended 30 September 2016 (2015 Nil).

   6.    Taxation 

The charge for taxation is based on the results for the period and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Provision is made in full for taxation deferred in respect of timing differences that have originated but not reversed by the balance sheet date, except for gains on disposal of fixed assets which will be rolled over into replacement assets. No provision is made for taxation on permanent differences. Deferred tax is not discounted.

Deferred tax assets are recognised to the extent that it is more likely than not that they will be recovered

REAL GOOD FOOD PLC

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2016

   7.    Pension arrangements 

The Group 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 GBP150,000.

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 
                                             2016             2016             2015 
                                      % per annum      % per annum      % per annum 
--------------------------------  ---------------  ---------------  --------------- 
   Rate of increase in pensions 
    in payment                               2.90             2.70             2.80 
   Discount rate                             2.55             3.65             3.90 
   Inflation assumption                      3.00             2.80             2.90 
   Revaluation rate for 
    deferred pensions                        2.00             1.80             1.50 
 

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 
                                           2016          2016             2015 
                                       GBP'000s      GBP'000s        GBP'000's 
------------------------------  ---------------  ------------  --------------- 
   Total fair value of assets            15,527        15,013           15,184 
   Present value of scheme 
    liabilities                        (24,873)      (21,094)         (20,167) 
                                ---------------  ------------  --------------- 
   (Deficit) in the scheme              (9,346)       (6,081)          (4,983) 
 

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.

   8.    Seasonality 

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

9. Discontinued Business

As disclosed in the year ended March 2016 accounts the Group disposed of its Napier Brown Sugar business on 19 May 2015. This disposal was consistent with the Group's strategy for the sugar business and allows it to focus on its remaining businesses. The results of the disposed business is shown below:

 
                    6 months ended    6 months ended 
                      30 September      30 September 
                              2016              2015 
 Revenue                          -           13,237 
 Cost Of Sales                    -         (11,884) 
                  -----------------  --------------- 
 Gross Margin                     -            1,353 
 Distribution                     -          (1,149) 
 Administration                   -            (288) 
                  -----------------  --------------- 
 Operating Loss                   -             (84) 
                  -----------------  --------------- 
 

10. Significant Items

During the period the group incurred a number of significant items as detailed below. The restructuring costs incurred relate to management changes ahead of changes planned in the business. Acquisition costs relate to fees incurred in the period for professional services relating to the investigation of suitable acquisitions for the group in line with the search for bolt-on acquisitions to enhance the group's performance:

 
                                   6 months ended 
                                     30 September 
                                             2016 
 Management restructuring costs               324 
 Abortive acquisition costs                   370 
                                  --------------- 
 Total Significant items                      694 
                                  --------------- 
 

11. Borrowings

Since the previous year end the Group successfully negotiated extended borrowing facilities with Lloyds Bank plc to enable it to continue its acquisition and investment strategy. The Group has entered into an invoice finance facility of GBP20 million on a revolving basis with a minimum term of 12 months and a 3 months' notice period. This facility is secured against the debtors across the whole of the Groups UK businesses, and comprise a Sterling, Euro and US Dollar facility with an interest rate of 1.5% above base rate.

In addition, in October 2016 a new term loan of GBP3 million was agreed with Lloyds Bank plc to replace the loan taken out to finance the acquisition of Rainbow Dust Colours Ltd. The new loan has a term of 3 years expiring in October 2019 and is repayable in quarterly instalments of GBP250k. Interest on this loan is charged at 2.75% above base rate.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR FSEFAIFMSEEE

(END) Dow Jones Newswires

December 06, 2016 02:00 ET (07:00 GMT)

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