Released: 09/06/2009
http://pdf.reuters.com/Regnews/regnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20090609:RnsI5515T
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RNS Number : 5515T
Real Good Food Company Plc (The)
09 June 2009
The Real Good Food Company plc
Preliminary results for the year ended 31 December 2008
The Real Good Food Company plc ("the Group"), the sugars, ingredients and bakery
company, today announces Preliminary Results for the year ended 31 December
2008
Highlights
> Competitive market conditions continued to affect core Sugar Division
> Improved sales in Bakery Ingredients and Bakery Divisions
> Total Group sales from continuing operations down 5.4% to £218.7m (2007:
£231.1m)
> Profit before taxation and significant items of £0.89m (2007: £3.97m)
> Significant exceptional costs of £1.96m relating to re-financing and
business reorganisation
> Continuing operations loss before taxation of £421,000 (2007: profit of
£3.45m)
> Loss per share (basic and diluted) of 1.7p (2007: earnings per share of
8.9p)
Pieter Totte, Chairman of The Real Good Food Company plc, comments:
"During the course of 2008, we continued to experience very difficult trading
conditions, which deteriorated more significantly in the final quarter. Margins
were continually under pressure from raw materials, fuel inflation and a very
competitive market place.
"The Board looks forward to the rest of the year, and anticipates the benefits
of its restructuring programme and low interest rate charges to deliver a
result, which we anticipate will be reflected in an improved financial
performance over the prior year."
9 June 2009
ENQUIRIES:
The Real Good Food Company plc Tel: 0151 706 8200
Stephen Heslop, Chief Executive Officer
Lee Camfield, Chief Financial Officer
Shore Capital Tel: 020 7408 4090
Guy Peters
College Hill Tel: 020 7457 2020
Gareth David
CHAIRMAN'S STATEMENT
Overview
During the course of 2008, we continued to experience very difficult trading
conditions, which deteriorated more significantly in the final quarter. Margins
were continually under pressure from raw materials, fuel inflation and a very
competitive market place.
Total Group sales for the period fell by 5.4% to £219m, principally due to a 7%
fall in revenues in our Sugar Division. By contrast, sales in our Bakery
Ingredients Division rose by 9.2% to £35.0m, while we also achieved a marginal
increase in revenue at our Bakery Division.
Our Sugar Division has continued to operate in a very competitive market, which
is mostly due to the uncertainty created as the EU sugar regime undergoes
reform. The commission has now confirmed that a total 5.65 million tonnes of
sugar has been renounced out of the 6.0 million tonne target.
It is anticipated that there will be a small surplus in 2009 leading into the
second reference price change in October 2009. We do, however, expect the market
to be in equilibrium in fourth quarter of 2009 and possibly in deficit until the
new importing regions are able to meet the demand. In theory, this should lead
to an improvement in operating margins going forward.
Board Change
We have announced today that Lee Camfield has resigned from his position as
Chief Financial Officer and will leave the Group in late summer in order to take
up a role as Chief Operating Officer of a large privately-owned food group. On
behalf of the Board, I would like to thank Lee for his commitment over the past
five years and to welcome to the Board Mike McDonough, current Commercial
Finance Director, who is appointed Group Finance Director, with effect from
today.
Outlook
In January, following the conclusion of our strategic review, we decided to
develop the two principal pillars of the group by consolidating the Renshaw and
Napier Brown Foods businesses into one focused ingredients business. The new
business will look to build and drive value from a broader portfolio of both raw
and value added ingredients. I am pleased to say, the development of this new
business is progressing in line with our plans and expectations, and we are
beginning to see the benefits that we envisaged during the strategic review.
Whilst trading in this new division at the start of the year has been below that
of the prior year, this to a degree was anticipated due to the current economic
climate and, indeed, the division has been trading in line with our expectations
for 2009, which is encouraging.
Sales in the Bakery Division are benefiting from our expansion into food
service, which has seen an improvement in profitability over the prior year.
The Board anticipates that the benefits of its restructuring programme and lower
interest rate charges during this financial year should be reflected in an
improved financial performance over the prior year.
PIETER Totte
Chairman
9 June 2009
OPERATIonal REVIEW
Reorganisation
As the Chairman has outlined in his statement, the past year has proved
extremely challenging as we have faced pressure on margins through the
competitive European sugar market, as well as the impact of raw material prices
in our Bakery Ingredients and Bakery divisions.
Our response to the challenge of these difficult trading conditions has been to
implement a reorganisation of the business, as indicated in our pre-close
statement in December 2008 and confirmed on 13 January 2009. Following a
strategic review, we have combined our Napier Brown Foods (sugar) and Renshaw
(bakery ingredients) businesses into a single unit, Renshawnapier, which is
based in Liverpool.
This new business unit is focused on building and driving value from a broader
portfolio of both raw and value-added ingredients, and is run by a single
management team in multiple channels and product sectors, giving added
flexibility to deliver and meet the challenges ahead.
Costs of this reorganisation are one of the significant exceptional costs
reported in these results, but the results of the reorganisation are expected to
be cash neutral during the current financial year, and thereafter to produce
annualised cost savings in the region of £0.8m.
We now have two operating divisions: Ingredients (Renshawnapier) and Bakery.
Renshawnapier is the UK's largest independent non-refining distributor of sugar,
supplying customers throughout the industrial, retail and food service industry.
It is a supplier of premium quality ingredients to the food industry and a
leading manufacturer of marzipans, ready-to-roll icings, baking chocolate and
jam for major cake manufacturers, high street bakers and retailers.
The separately-managed Bakery Division comprises Haydens Bakeries and Seriously
Scrumptious, which produce chilled and ambient premium patisserie and dessert
products for supply to retail grocery customers.
These result are therefore the last time that we will be reporting under the
previous structure of three business divisions.
Sugar Division
Napier Brown Foods supplies a range of sugar and dry ingredients to food
manufacturers and packs sugar for retail grocery and foodservice customers from
its facilities at Normanton, near Leeds.
Year ended31 December2008£'000s Year ended31 December2007£'000s
Revenue1 176,694 190,084
Operating profit2 3,616 6,390
Operating profit % 2.0 3.4
1 Including inter-company trading.
2 Normalised operating profit before significant items and central costs.
Overall revenues in 2008 were down 7% on the prior year, primarily due to
reduced sales in the industrial sector, which reflected reduced consumer
spending and the impact of currency movements. Margins reduced by 1.4 points as
a consequence of the competitive nature of the retail market.
Following two years of margin decline in the Industrial sector pre-regime
changes, we are now seeing further evidence of improvement. Whilst the signs to
date remain positive, we do not anticipate that the margins will improve to the
levels prior to the announcements relating to regime changes.
Our blends operation has successfully integrated the new business secured in the
early part of the year, with operating margins improving due to purchasing
activity and some small price increases. Dairy trading proves resilient with
both volume and margin in line with expectations despite the difficult market
conditions.
Bakery Ingredients Division
Renshaw supplies a range of high quality food ingredients primarily to the
bakery sector, comprising craft bakers and major cake manufacturers and also to
grocery retailers. It operates two facilities, one in Liverpool and the other in
Carluke, south-east of Glasgow.
Year ended31 December2008£'000s Year ended31 December2007£'000s
Revenue1 35,000 31,920
Operating profit2 1,824 2,350
Operating profit % 5.2 7.4
1 Including inter-company trading.
2 Normalised operating profit before significant items and central costs.
Revenues in the year were up 9.2% on the prior year, reflecting growth in the
retail sector, as the trend towards home baking continued and we secured
additional retail listings.
Compound sales in the second half recovered, with overall volume up 7.6% Margins
were slightly down on the year, however, due to material price inflation during
the prior year and the delay in implementing a number of price increases.
Customer Service in the year improved significantly on the prior year,
reflecting the reorganisation and refocusing of the supply chain at the end of
2007. Whilst operational efficiency improved marginally, actual labour costs
improved, particularly in Carluke.
During the busy seasonal campaign, the Liverpool factory successfully made the
transition to dual shift working to supply customer service initiatives and
facilitate retail ordering patterns, which were skewed towards the year end.
Bakery Division
Hayden's Bakeries produces chilled and ambient premium patisserie and dessert
products to retail grocery customers. It operates from a site in Devizes,
Wiltshire.
Year ended31 December2008£'000s Year ended31 December2007£'000s
Revenue1 18,342 18,217
Operating profit2 (555) 71
Operating profit % (3.0) 0.4
1 Including inter-company trading.
2 Normalised operating profit before significant items and central costs.
Overall, this was a very poor year for our Bakery Division, which provided many
challenges that we did not resolve to our satisfaction. Revenues were marginally
ahead of the prior year, but profitability was well behind management
expectations.
Material inflation continued to erode margins as we were unable to recover these
through price increases. In line with our strategy to diversify our customer
profile, we entered the Food service arena incurring some significant one off
costs and operational issues further diluting margins on the new lines.
A number of steps were taken to address these issues and as a consequence,
margins have now stabilised and the business is now making a positive
contribution to the Group.
STEPHEN HESLOP
Chief Executive
9 June 2009
FINANCIAL REVIEW
Revenue
Group revenue from continuing operations showed a decline of 5.4% to £218.7m
(2007: £231.1m), largely reflecting a fall in revenues within our Sugar Division
during the year. Sugar Division revenues were 7% behind the prior year
reflecting reduced industrial sales, especially within the first half of the
year and falling sugar prices relating to the sugar regime changes, these price
reductions were partially offset by the stronger Euro which increased both
revenue and cost of sales equally.
Revenue at our Bakery Ingredients Division was 9.8% up on the prior year aided
by both increasing sales prices and volumes which were 7% up on 2007. Sales
volumes were aided by increased retail sales and higher intercompany sales of
icing sugar.
Haydens Bakeries delivered a 0.7% increase in revenue in the year, boosted by
new sales into the Foodservice sector in the last four months of the year.
Margins
The reduction in continuing operations gross profit margin, before significant
items, to 11.4% (2007: 12.8%) reflects the difficult trading conditions
experienced across all three operating Divisions in 2008, where price increases
and cost reduction initiatives have been unable to offset rising input costs.
Margins were further hindered by one-off launch costs within our Bakery
Division, associated with its expansion into the Foodservice sector.
Profit before tax and interest
Whilst combined distribution and administration costs reduced versus the prior
year, the reductions were insufficient to avoid the reduction in gross profit
margins from impacting the Group's operating profit where margins reduced to
1.6% (2007: 3.2%).
Financing costs
Continuing operations net finance costs, pre significant items and other finance
income, for the year totalled £3.0m (2007: £3.7m) benefiting from the reduced
debt of the Group following the disposal of Five Star Fish in June 2007,
reducing market interest rates during the second half of 2008 and from our new
financing arrangement from the middle of 2008, where the applicable interest
rates are computed from base rates rather than LIBOR.
The Group has previously entered into a number of interest rate swap deals to
reduce its interest rate exposure. Under international accounting standards the
Group has provided for a fair value charge in relation to these swaps of
£613,000 (2007: gain of £22,000).
Significant Items
During the year the Group incurred costs in relation to a number of significant
items. The re-financing of the Group in the summer incurred break costs with our
previous lender and the release of prepaid loan arrangement fees, in all
totalling £0.8m; the merger of the Sugar and Bakery Ingredients divisions into
Renshawnapier combined with earlier restructuring costs against a number of the
Group operations totalled £0.9m, whilst £0.2m has been set aside as an increase
in an onerous lease provision as we have been unable to sub-let the property.
Cash Flow and Debt
The Group's total net debt as at 31 December was £31.5m (2007: £25.9m). The 2007
net debt is flattered by the deferred tax payment of £2.6m held on deposit
relating to the sale of 5 Star Fish in the previous year, which was subsequently
paid during the first half of 2008.
The Group's borrowing facilities with KBC Business Capital comprise £37.9m of
total facilities, of which £29.8m was utilised as at 31 December 2008, at a
blended average cost of 2.78% over base rate. During the early part of the year
the Group restructured part of its borrowings with its original lenders. This,
combined with the re-financing with KBC Business Capital in July 2008, has
resulted in our cashflow reflecting loan repayments of £51.8m and loan advances
of £49.4m.
Reflecting the current economic climate, the Group has recently completed
resetting its covenant levels with its bankers to provide a greater degree of
headroom.
Pensions
The subsidiaries of the Group, Napier Brown Foods Limited and Napier Brown and
Company Limited, operate a defined benefit pension scheme. The scheme is closed
to new members. The IAS 19 valuation of the scheme at the year end identified a
£0.3m deficit, a deterioration of £2.0m on the prior year. During the year the
Group contributed £95,000 (2007: £127,000) to the scheme.
Financial Reporting Review Panel
During 2008, the Financial Reporting Review Panel, in line with its policy to
review the accounts of public and large private companies for compliance with
the law and accounting standards, selected the Group's accounts for review.
Following correspondence with the panel and the undertaking to incorporate some
additional disclosures in our annual report, the panel have indicated that no
amendments are required to our annual report which was issued last year.
LEE CAMFIELD
Chief Financial Officer
9 June 2009
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2008
Notes Year ended 31December 2008 Year ended 31 December 2007
BeforeSignificant Items Significant Items (Note 2) Total BeforeSignificant ItemsAs restated Significant Items(Note 2) Total
CONTINUING OPERATIONS £'000s £'000s £'000s £'000s £'000s £'000s
REVENUE 218,656 - 218,656 231,144 - 231,144
Cost of sales (193,725) - (193,725) (201,508) - (201,508)
GROSS PROFIT 24,931 - 24,931 29,636 - 29,636
Distribution costs (9,405) - (9,405) (10,367) - (10,367)
Administration expenses (11,994) (1,956) (13,950) (11,829) (523) (12,352)
OPERATING PROFIT 3,532 (1,956) 1,576 7,440 (523) 6,917
Finance income 133 - 133 500 - 500
Finance costs (3,098) 648 (2,450) (4,151) - (4,151)
Other finance income 320 - 320 184 - 184
PROFIT/(LOSS) BEFORE TAXATION 887 (1,308) (421) 3,973 (523) 3,450
Income tax expense 3 (1,078) 366 (712) (928) 38 (890)
PROFIT/(LOSS) FROM CONTINUING OPERATIONS (191) (942) (1,133) 3,045 (485) 2,560
DISCONTINUED OPERATIONS
REVENUE - - - 14,962 - 14,962
Operating expenses - - - (12,803) - (12,803)
OPERATING PROFIT - - - 2,159 - 2,159
Finance costs - - - (96) - (96)
Profit on sale of division - (12) (12) - 8,070 8,070
PROFIT BEFORE TAXATION - (12) (12) 2,063 8,070 10,133
Income tax expense 3 - - - (690) (6,210) (6,900)
PROFIT FROM DISCONTINUED OPERATIONS - (12) (12) 1,373 1,860 3,233
PROFIT FOR THE YEAR (191) (954) (1,145) 4,418 1,375 5,793
(Loss)/Earnings per share from continuing and discontinued
operations:
- basic (1.7)p 8.9p
-diluted (1.7)p 8.9p
(Loss)/Earnings per share from continuing operations:
- basic (1.7)p 3.9p
-diluted (1.7)p 3.9p
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2008
Issued Share Capital Share Premium Account Share Option Reserve Retained earnings Total
£'000s £'000s £'000s £'000s £'000s
Balance as at 1 January 2007 1,297 68,773 53 2,535 72,658
Shares options to be issued - - 20 - 20
Share options exercised in year 3 97 (7) - 93
Profit for the year - - - 5,793 5,793
Actuarial gain related to pension scheme - - - 911 911
Deferred tax attributable to actuarial gain - - - (274) (274)
Total recognised income and expense for the year 3 97 13 6,430 6,543
Balance as at 31 December 2007 1,300 68,870 66 8,965 79,201
Balance as at 1 January 2008 1,300 68,870 66 8,965 79,201
Shares options to be issued - - 7 - 7
Loss for the year - - - (1,145) (1,145)
Actuarial loss related to pension scheme - - - (679) (679)
Deferred tax attributable to actuarial loss - - - 190 190
Total recognised income and expense for the year - - 7 (1,634) (1,627)
Balance as at 31 December 2008 1,300 68,870 73 7,331 77,574
CONSOLIDATED BALANCE SHEET
year ended 31 December 2008
31 December2008£'000s 31 December2007£'000sAs restated
Notes
NON CURRENT ASSETS
Goodwill 75,796 75,796
Other intangible assets 513 547
Property, plant and equipment 16,408 16,721
Deferred tax asset 853 -
93,570 93,064
CURRENT ASSETS
Inventories 10,963 9,353
Trade and other receivables 24,763 24,784
Current tax asset 839 -
Derived financial instruments 117 113
Short term financial investments - 3,472
Cash and cash equivalents 1,464 10,308
38,146 48,030
TOTAL ASSETS 131,716 141,094
CURRENT LIABILITIES
Trade and other payables 16,787 17,289
Borrowings 4 19,258 22,479
Derived financial instruments 524 81
Current tax liabilities - 3,615
36,569 43,464
NON CURRENT LIABILITIES
Borrowings 4 13,652 17,161
Deferred tax liabilities 2,973 912
Provisions 684 356
Retirement benefit obligations 264 -
17,573 18,429
TOTAL LIABILITIES 54,142 61,893
NET ASSETS 77,574 79,201
EQUITY
Share capital 1,300 1,300
Share premium account 68,870 68,870
Share option reserve 73 66
Retained earnings 7,331 8,965
TOTAL EQUITY 77,574 79,201
These financial statements were approved by the Board of Directors and
authorised for issue on
9 June 2009. They were signed on its behalf by:
P W Totte L M Camfield
Chairman Director
CONSOLIDATED CASH FLOW STATEMENT
year ended 31 December 2008
Year ended 31 December 2008 Year ended 31 December 2007
£'000s £'000sAs restated
CASH FLOW FROM OPERATING ACTIVITIES
Adjusted for:
Profit before taxation (433) 13,583
Finance costs 2,450 4,247
Finance income (133) (500)
IAS 19 income (320) (184)
Depreciation of property, plant & equipment 1,729 1,645
Amortisation of intangibles 206 148
Share based payment expense 7 13
Expense/(Gain) on disposal of discontinuedOperation 12 (8,070)
Operating Cash Flow 3,518 10,882
(Increase) in inventories (1,610) (2,168)
(Increase) in receivables (1,246) (511)
(Decrease)/Increase in payables (486) 484
Cash generated from operations 176 8,687
Income taxes paid (849) (1,607)
Interest paid (2,438) (3,960)
Net cash from operating activities (3,111) 3,120
CASH FLOW FROM INVESTING ACTIVITIES
Interest received 222 409
Disposal of division 738 34,333
Income tax paid on disposal of division (2,919) (3,410)
Proceeds on disposal of property, plant &Equipment - 113
Purchase of intangible assets (172) (163)
Purchase of property, plant & equipment (1,416) (3,067)
Net cash (used in)/from investing activities (3,547) 28,215
CASH FLOW USED IN FINANCING ACTIVITIES
Repayment of borrowings (51,846) (27,476)
Short term Financial Investments 3,472 (3,472)
Loan advances 49,437
Repayment of obligations under finance leases (254) (362)
Hire purchases advances - 263
Proceeds on issue of shares - 100
Net cash used in financing activities 809 (30,947)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (5,849) 388
CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of year 7,313 6,925
Net movement in cash and cash equivalents (5,849) 388
Cash and cash equivalents at end of year 1,464 7,313
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