The Real Good Food Company plc Preliminary 2008 Yearly Results: Total Group Sales from Continuing Operations down 5.4% to £218.7 Mln

June 9 - The Real Good Food Company plc Preliminary has announced the results for the year ended 31 December 2008.

Pieter Totté, 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."

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 regionsare 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 yearshould be reflected in an improved financial performance over the prior year.



OPERATIONAlREVIEW


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 comprisesHaydens 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 ended 31 December 2008 £’000s	Year ended 31 December 2007 £’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 ended 31 December 2008 £’000s	Year ended 31 December 2007 £’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 ended 31 December 2008 £’000s	Year ended 31 December 2007 £’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%) reflectsthe 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 31 December 2008			Year ended 31 December 2007
		Before Significant Items	Significant  Items (Note 2)	Total	Before Significant Items As 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 ended31 December 2008

		31 December 2008 £’000s		31 December 2007 £’000s As 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 Totté	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		£’000s As 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 discontinued Operation		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
Cash and cash equivalents comprise:
Cash						1,464		10,308
Overdrafts						-		(2,995)
						1,464		7,313

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2008



1.    PRESENTATION OF FINANCIAL STATEMENTS



General Information


The Real Good Food Company plc is a public limited company incorporated in the United Kingdom under the Companies Act 1985 (registered number 4666282). The Company is domiciled in the United Kingdom and its registered address is 229 Crown Street, Liverpool, Merseyside, L8 7RF. The Company's shares are traded on the Alternative Investment Market (AIM).



The principal activities of the Group are the sourcing, manufacture and distribution of food to the retail and industrial sectors.



Basis of preparation


These 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 1985, as applicable to companies reporting under IFRS.


These consolidated financial statements have been prepared in accordance with the accounting policies set out in Note 2 and under the historical cost convention, except where modified by the revaluation of certain financial instruments and commodities.



2.    SIGNIFICANT ITEMS

		Year ended 31 December 2008	Year ended 31 December 2007 As restated
		£’000s	£’000s
(Loss)/profit on disposal of division		(12)	8,070
Management restructuring costs		(968)	(523)
Bank restructuring fees		(827)	-
Onerous lease provision		(161)	-
		(1,968)	7,547
Interest on loan notes		648	-
		(1,320)	7,547
Taxation credit/(charge) on significant items		366	(6,172)
		(954)	1,375

During the year the Group incurred a number of significant items as detailed above. The management restructuring costs reflect a number of fundamental reorganisations within our operating divisions during the year, including the formation of Renshawnapier, the restructuring of the night shift operations at our Bakery Division along with a number of other material changes to the operations of the Divisions. 


The Group also incurred costs associated with the re-financing during the summer including bank break costs and the release of the associated prepaid loan arrangement fees.

The onerous lease provision relates to a vacant property that the Group has been unable to re-lease.



The write back of accrued interest relates to an outstanding loan note.



3.    TAXATION

	Year ended	Year ended
	31 December	31 December
	2008	2007
	£’000s	£’000s
CURRENT TAX
UK Current tax on (loss)/profits of the year	(8)	1,047
UK Corporation tax on discontinued activities	-	690
UK Current tax on Significant items	(287)	6,172
Adjustments in respect of prior years	(392)	-
Total current tax	(687)	7,909
Deferred Tax
Deferred tax charge re pension scheme	116	93
Origination and reversal of timing differences	108	(137)
Effect of tax rate change on deferred tax	-	(75)
Deferred tax charge/(credit) on significant items	(79)	-
Adjustments in respect of prior years	380	-
Deferred tax impact of withdrawal of industrial buildings allowance	874	-
Total deferred tax	1,399	(119)
Tax on (loss)/profit on ordinary activities	712	7,790

4.    BORROWINGS

	Year ended 31 December 2008	Year ended 31 December 2008	Year ended 31 December 2007	Year ended 31 December 2007
	Group	Company	Group	Company
	£000’s	£000’s	£000’s	£000’s
Unsecured borrowings at amortised cost
Bank overdrafts	-	-	2,995	860
Loan notes	2,773	-	3,422	-
Secured borrowings at amortised cost
Bank term loans	12,227	12,227	15,669	15,669
Revolving credit facilities	17,112	748	16,500	16,500
Hire purchase	798	327	1,054	428
	32,910	13,302	39,640	33,457
Amounts due for settlement within 12 months	19,258	2,730	22,479	20,234
Amounts due for settlement after 12 months	13,652	10,572	17,161	13,223
	32,910	13,302	39,640	33,457

Features of the Group's borrowings are as follows:



The Group's financial instruments comprise cash, a term loan, hire purchase and finance leases, revolving credit facility, overdraft and various items arising directly from its operations such as trade payables and receivables. The main purpose of these financial instruments is to finance the Group's operations.



The main risks from the Group's financial instruments are interest rate risk and liquidity risk. The Group also has some currency exposure in relation to its sugar trade but the majority of this risk is hedged, and also some currency exposure in relation to the purchase of Almonds from the United States, however this is mitigated by the use of forward exchange contracts. The Board reviews and agrees policies, which have remained substantially unchanged for the year under review, for managing these risks.



5.    SEGMENT REPORTING



Business segments



The Group has adopted IFRS 8 'Operating segments' in advance of its effective date, with effect from 1January 2006. IFRS 8 requires that operating segments be identified on the basis of internal reporting and decision-making. The Group's operating segments are Sugar, Bakery Ingredients and Bakery as the Group's management and reporting structure is set out along these lines.



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

Year ended 31 December 2008
	Sugar		Bakery Ingredients		Bakery		Total Before Significant Items		Significant Items		Total After Significant Items
Total Revenue	176,694		35,000		18,342		230,036		-		230,056
Revenue - Internal	(9,467)		(1,913)		-		(11,380)		-		(11,380)
External Revenue	167,227		33,087		18,342		218,656		-		218,656
Operating Profit	3,616		1,824		(555)		4,885		(1,968)		2,917
Finance Costs (net of interest received)							(2,965)		648		(2,317)
Pension finance income							320		-		320
Head Office and consolidated adjustments							(1,353)		-		(1,353)
Profit/(loss) before tax							887		(1,320)		(433)
Tax							(1,078)		366		(712)
Profit/(loss) after tax as per income statement							(191)		(954)		(1,145)

Inter-segment sales are charged at prevailing market rates. 



The Group operates a central function, finance costs cannot be meaningfully allocated to individual operating segments.