Preliminary Results 2004

Real Good Food Company Plc (The)
08 April 2005

Date:                               8th April 2005

On behalf of:                       The Real Good Food Company plc

Embargoed until:                    0700hrs







THE REAL GOOD FOOD COMPANY PLC
PRELIMINARY RESULTS 2004


The Real Good Food Company plc, the food group focused on servicing high end
niche markets, today announced its preliminary results for the sixteen months
ended 31 December 2004.  The highlights of which are:


•  Total revenues of £44,608,000 (2003:  £3,723,000)

•  Loss for the period of £698,000 - (2003:  (£232,000))

•    Basic loss per share of £0.064 - (2003:  £0.074) following the issue
     and conversion of shares during the year

•    Acquisition of Five Star Fish Limited and its subsidiary, Tom Darwood
     Limited


Commenting on the preliminary results, Pieter Totte, Chairman, said:

'During 2004, the Group has continued to pursue its strategy of organic and
acquisitive growth and in the second half moved into profit.  In addition,
investments have been made in improving the quality of our assets and our
management has been further strengthened to support our next planned phase of
growth.  We now look forward to building The Real Good Food Group plc into a
major force in the food sector in the years ahead - we are on our way.'



For further information:

The Real Good Food Company plc                              Tel: [phone]
Pieter Totte

Numis Securities                                            Tel:  [phone]
Andrew Dawber/Nick Westlake

Redleaf Communications                                      Tel:  [phone]
Emma Kane/Duncan McCormick


Notes to Editors:

•  The Real Good Company plc is a food group servicing high end niche markets.  
   It aims to grow both through acquisitions and organically.  It acquires 
   underperforming businesses lacking critical mass, product focus and wide 
   ranging retail relationships, and profitable businesses lacking business
   focus or access to markets.  It is listed on AIM (Symbol:  RGD).




CHAIRMAN'S STATEMENT

Introduction

I am pleased to report the Company's Preliminary Results for the sixteen months
to 31 December 2004. As indicated in our last Interim Results, the Company
changed its reporting year to 31st December following the acquisition of Five
Star Fish in May 2004. Highlights in the period include:


•  Restructuring of the Group is now complete, providing a strong platform
   for future growth.

•  Haydens Bakeries sales are up by more than 20% on the prior year with
   improved profitability in the second half of 2004 and record sales in the
   pre-Christmas period. Tony Harris, new Managing Director recently appointed.

•  Five Star Fish has more than met our expectations since its acquisition
   in May 2004 with sales levels up 10% on the prior year.

•  Seriously Scrumptious has won new business and Dennis Scott has been
   appointed as its new Managing Director.

•  Trading at Coolfresh has improved following the planned restructuring
   of the business. Discussions are at an advanced stage to bring about a
   substantial increase in the utilisation of our capacity in line with our
   strategy.


In accordance with our expectations, the Company has made good progress in both
financial and strategic terms in this period.  Each of our businesses has
succeeded in improving efficiency through restructuring the cost base and there
will be continued focus on this in 2005.  We have made a number of senior
management appointments across the Group that will underpin our growth in the
months and years ahead, supported by the improved systems that we implemented
during 2004.


Results

It is pleasing to report total Company turnover of £44.6 million, comprising of
£28.8 million on continuous operations and £15.8 million generated from the
acquisition of Five Star Fish. Sales growth has been driven by the Bakery
Division (Haydens and Seriously Scrumptious) with new product launches, range
extensions and new customer listings. The Sandwich division's (Coolfresh)
turnover has, as expected, declined on the previous period due to the planned
restructuring of the business but as we note above we have ambitious plans for
our facilities in the future.

The Group recorded a small net loss for the period of £0.7 million after
exceptional reorganization costs of £0.4 million and interest payable of £0.4
million.

Overall net debt levels at the end of 2004 were £9.0 million, compared to £1.1
million at the 31st August 2003. The increase reflects incremental facilities
relating to the purchase of Five Star Fish.


Operating Company Review

Haydens Bakeries

Haydens Bakeries supplies premium, innovative pattiserie and desserts to grocery
retail customers.

During the period under review, Haydens moved into profitability within a year
of our acquisition of the business. Prior to the acquisition, Haydens had been
loss-making for the previous four years.  Increased sales, better control over
direct labour, some improvement in raw material costs and stable overhead costs
have all played a part in achieving this result.

The Group acquired Haydens in July 2003 and has since implemented a
comprehensive review of practices and procedures across the operation.  In
particular, we were concerned about the problems experienced during the
introduction of new products at the beginning of the financial year.
Consequently, a number of changes have been made including the appointment of a
new Operations Director together with a number of other senior appointments.
Most recently, Tony Harris, formerly Chief Executive of Elizabeth the Chef, has
been appointed Managing Director.  We are confident that the business is now in
good shape.

Whilst Waitrose remains the largest customer by some way, Marks & Spencer has
placed a meaningful level of business with Haydens as a result of our unique
position in the production of fried, laminated dough products.  Sales to
Waitrose grew significantly throughout the period as a consequence of the launch
of new products, growth in existing lines and the commencement in the supply to
new Waitrose stores, purchased from Morrisons.  Over the period, total gross
weekly sales increased from £220,000 to in excess of £300,000.

Investments in new equipment designed to increase productivity but not to affect
the high quality, hand finished nature of the product have been made in a number
of areas.  A new laminating plant producing up to 500kg of pastry per hour for
Danish pastries, croissants and Yum Yums was commissioned in April 2004. Pie
manufacturing has been improved by purchasing a Comas line, commissioned in
December 2004, and a purpose-built croissant moulder was acquired for a range of
new products at the end of 2004. The total cost of those investments was in
excess of £1 million.

In addition, a further £450,000 was spent on other smaller projects, including
flour wrapping and crumble manufacture. Further investments in an automated
frying line and weighing machines, for better raw material, control are planned
for 2005. Total capital expenditure is forecast to be in excess of £750,000 this
financial year. The combined impact of these capital projects will be to provide
the business with increased capacity and efficiency in the key segments of our
product portfolio.

During the current financial year, a total of up to 40 new products will be
launched with our major customers, which are expected to contribute up to 40% of
Haydens' projected incremental sales growth.

In March 2004, the business returned to profitability and has maintained an
improving trend throughout the period.  On a quarter-by-quarter basis, net
margins have improved and management expects this trend to continue through
2005.


Five Star Fish

Five Star Fish supplies value-added, prepared frozen fish for the food service
sector.

Five Star Fish became part of RGFC in May 2004. We are delighted to confirm that
during the period since acquisition, the business achieved the EBIT earn out
target set at the time of the acquisition and has proven to be a highly
successful addition to the RGFC Group.  Sales exceeded expectations with growth
in added-value products more than compensating for the planned reduced sales in
lower margin products. Sales to all key customers grew year on year and a number
of new end-user customers came on stream.

Capital expenditure was minimal in the period. However, the Board is considering
a project to increase the unit's capability to batter/bread, fry and freeze in
line for implementation in the second half of 2005.

Sourcing of high quality raw material is a key aspect to the efficient running
of the plant.  During the year, the Company has strengthened its worldwide
sourcing arrangements and has put in place a number of 'partnership'
relationships with suppliers in all the key producing areas.

The senior management team remained unchanged during the financial year,
however, at the end of January 2005 as expected Roy Matthews, a long term
Director of Five Star Fish Ltd, left the Company on reaching retirement age. We
wish Roy a long and happy retirement. It is our expectation that the current
Five Star management will remain in place for some time to come.

Five Star is well set for further growth in volume and, having increased selling
prices to reflect the higher raw material costs incurred in 2004, net margins
are expected to remain at previous year levels. Whilst the factory is operating
at higher levels of throughput, there is ample capacity for further growth.

Since acquisition, Five Star has focused on consolidating its position in the
food service sector.  However, contacts have now been made in the retail sector
and a review of opportunities is being undertaken in the summer of 2005 with a
view to diversifying Five Star's customer base into this area.

There are a number of small to medium sized companies competing with Five Star.
We believe many of these are likely to exit the sector in the shorter term as
scale and critical mass become increasingly important. We believe that we are in
an ideal position to take advantage of any sector restructuring to further widen
the customer base or increase our range.


Coolfresh

Coolfresh supplies sandwiches, wraps and panninis to the food service sector.

We further restructured the business during the late summer after our decision
to withdraw from the Caffe Nero trade, enabling the business to focus upon
developing a robust platform for future growth. As indicated in our pre-close
statement, discussions are taking place with a number of other suppliers with a
view to strengthening our position in this key market sector and increasing our
market share.

A new Managing Director was appointed in spring 2004 and performance improved
significantly over the summer period.


Seriously Scrumptious

Seriously Scrumptious supplies hand finished celebration cakes and other
individual pattiserie and dessert products to the retail and food service
sectors.

The business achieved British Retail Consortium higher-level accreditation in
April 2004 and has developed a number of good customer relationships as a
consequence. In recent months, additional sales have been made to Waitrose and
Selfridges and trading has recommenced with Q.V.C.

Whilst retaining a presence in the high quality, high value celebration sector,
the new Managing Director, Dennis Scott, is concentrating development on the '
snacking' and convenience sectors of the quality cake market. These sectors are
highly fragmented presenting Seriously Scrumptious with a significant
opportunity to provide a high quality offering on a direct basis to customers
buying centrally and also link with the offering from the sandwich division to
their customer base.

Development is also underway to produce a range of chilled individual cakes and
desserts specifically designed for the foodservice sector.

Whilst sales and margins have been disappointing to date, the unit now has new
management (the former owner of the business left at the end of 2004) and a new
focus, giving the business strong prospects.


Current Trading

Overall sales levels and operating profit across the group are in line with our
expectations for the first two months of 2005. Both of RGFC's principal
businesses, Haydens Bakeries and Five Star Fish, are trading well above the same
period a year ago. Coolfresh and Simply Scrumptious are trading in line with
expectations.  Gross margins in all our major business units have improved in
comparison with the same period in 2004.

A wide range of new product development activity is in place with our major
customers which we expect to give rise to a significant uplift in volumes in the
second half of the year.


Strategy

Since inception, the Group has grown both organically and through the
acquisition of businesses operating in areas of significant strategic
opportunity for the Company. Investments in improving the quality of our assets
have been made and management strengthened.

A number of acquisition/restructuring opportunities have been presented to the
Company in 2004 and 2005. The Company continues to review these opportunities as
part of our overall strategy to reach significant critical mass as a diversified
food production business.  We will however remain highly selective in the
opportunities that we explore.


Summary

At the time of our Interim Statement, we indicated that the Group would move
into profit in the second half of 2004.  This has been achieved and we look
forward to building The Real Good Food Group plc into a major force in the food
sector in the years ahead.


Pieter Totte
Chairman
8 April 2005


The Real Good Food Company plc
CONSOLIDATED profit and loss account
period ended 31 December 2004

                                       Before                                     Before
                                     goodwill      Goodwill                     goodwill     Goodwill
                                 amortisation  amortisation                 amortisation amortisation
                                          and           and                          and          and
                                  exceptional   exceptional                  exceptional  exceptional
                                        items         items           Total        items        items            Total
                                    16 months     16 months       16 months     7 months     7 months         7 months
                                     ended 31      ended 31        ended 31     ended 31     ended 31         ended 31 
                                     December      December        December      August*      August*          August*
                                         2004          2004            2004         2003         2003             2003
                                       £'000s        £'000s          £'000s       £'000s       £'000s           £'000s

TURNOVER
Continuing operations                  28,813             -          28,813        3,723            -            3,723
Acquisitions                           15,795             -          15,795            -            -                -

                                       44,608             -          44,608        3,723            -            3,723
Cost of sales                        (31,826)             -        (31,826)      (2,850)            -          (2,850)

GROSS PROFIT                           12,782             -          12,782          873            -              873
Distribution costs                    (3,185)             -         (3,185)         (82)            -             (82)
Administration expenses               (9,641)         (666)        (10,307)      (1,004)          (6)          (1,010)
Other operating income                     54             -              54            -            -                -

OPERATING LOSS                             10         (666)           (656)        (213)          (6)            (219)
Continuing operations                 (2,008)         (666)         (2,674)        (213)          (6)            (219)
Acquisitions                            2,018             -           2,018            -                             -

EXCEPTIONAL ITEMS
Reorganisation costs                        -         (440)           (440)            -            -                -

LOSS ON ORDINARY
ACTIVITIES BEFORE
INTEREST AND TAXATION                      10       (1,106)         (1,096)        (213)          (6)            (219)

Interest receivable                        59             -              59            1            -                1
Interest payable                        (494)             -           (494)         (14)            -             (14)

LOSS ON ORDINARY
ACTIVITIES
BEFORE TAXATION                         (425)       (1,106)         (1,531)        (226)          (6)            (232)

Taxation                                  533           300             833            -            -                -


LOSS FOR THE PERIOD                       108         (806)           (698)        (226)          (6)            (232)

Basic loss per share                                                (0.064)                                  (0.074)**
Diluted loss per share                                              (0.063)                                  (0.074)**



* the prior seven month period incorporates two months' trading.



There are no recognised gains and losses other than those shown in the above
profit and loss account.



The Real Good Food Company plc
consolidated balance sheet
31 December 2004



                                                                             31 December         31 August
                                                                                    2004              2003
                                                                                  £'000s            £'000s

FIXED ASSETS
Intangible assets:-
Negative goodwill                                                                  (433)             (435)
Positive goodwill                                                                 16,737             1,233

Tangible fixed assets                                                              6,377             2,540

                                                                                  22,681             3,338

CURRENT ASSETS
Stock                                                                              4,218               489
Deferred tax asset                                                                   914               158
Debtors                                                                            6,315             2,892
Cash at bank and in hand                                                           1,420               554

                                                                                  12,867             4,093

CREDITORS:
Amounts falling due within one year                                             (16,132)           (5,373)

NET CURRENT LIABILITIES                                                          (3,265)           (1,280)

TOTAL ASSETS LESS CURRENT LIABILITIES                                             19,416             2,058

CREDITORS:
Amounts falling due after more than one year                                     (6,421)             (606)

PROVISIONS FOR LIABILITIES AND CHARGES                                                 -             (276)

NET ASSETS                                                                        12,995             1,176

CAPITAL AND RESERVES
Called up share capital                                                              282                79
Share premium account                                                             13,643             1,329
Profit and loss account                                                            (930)             (232)

SHAREHOLDERS' FUNDS                                                               12,995             1,176





The Real Good Food Company plc
CONSOLIDATED cash flow statement
period ended 31 December 2004

                                                                                               As restated
                                                                            Period ended      Period ended
                                                                             31 December         31 August
                                                                                    2004              2003
                                                                                  £'000s            £'000s

Net cash (outflow)/inflow from
operating activities                                                             (1,354)               280

Returns on investment and servicing of finance
Interest received                                                                     59                 1
Interest paid on bank loans, overdrafts and
loan stock                                                                         (391)              (14)

Net cash outflow from returns on investments
and servicing of finance                                                           (332)              (13)

Taxation paid                                                                       (10)                 -

Capital expenditure
Purchase of intangible assets                                                          -              (13)
Purchase of tangible fixed assets                                                (1,934)             (221)
Sales of tangible fixed assets                                                        24                 -

                                                                                 (1,910)             (234)
Acquisitions and disposals
Purchase of investments in subsidiary undertakings                              (15,178)             (979)
Overdrafts and cash received with acquisition                                      (788)             (539)

Net cash outflow from acquisitions and disposals                                (15,966)           (1,518)

Net cash outflow before use of
liquid resources and financing                                                  (19,572)           (1,485)

Financing                                                                         17,127             1,408

Decrease                                                                         (2,445)              (77)



The Real Good Food Company plc
NOTES TO THE FINANCIAL STATEMENTS
period ended 31 December 2004




1.          ACCOUNTING POLICIES

The following accounting policies have been applied consistently in dealing with
items which are considered material in relation to the Group's financial
statements.


a)       Basis of Preparation

The financial statements have been prepared in accordance with applicable
accounting standards under the historical cost accounting rules.


b)       Basis of Consolidation

The Group financial statements consolidate the financial statements of the
Company and its subsidiary undertakings.  The acquisition method of accounting
has been adopted.  Under this method the results of all the subsidiary
undertakings are included in the consolidated profit and loss account from the
date of acquisition or up to the date of disposal. Intra-group sales and profits
are eliminated on consolidation and all sales and profit figures relate to
external transactions only.

Under Section 231(4) of the Companies Act 1985 the Company is exempt from the
requirement to present its own profit and loss account.  The loss for the
financial period, before dividends payable, dealt with in the financial
statements of the holding Company, which have been approved by the Board, was
£799,000.


2.          Earnings per SHARE

The calculation of the basic loss per share is based on a loss on ordinary
activities after taxation of £698,000 (31 August 2003 - £232,000), and on the
weighted average number of ordinary shares in issue during the period of
10,964,662 (31 August 2003 - 3,152,713**).

Diluted loss per share are based on a loss on ordinary activities after taxation
of £698,000 (31 August 2003 - £232,000). The dilution effect is calculated on
the full exercise of options and warrants compared with the average mid-market
price over the period for which they were outstanding. The resulting number of
shares on which diluted earnings have been calculated is  11,039,906 (31 August
2003 - 3,154,963**).

** In accordance with FRS 14 the weighted average number of shares for 31 August
2003 has been adjusted to take account of the ordinary share capital split which
took place on 29 September 2003.  As such the earnings per share for the prior
period has been restated from a loss of £4.90 per share to a loss £0.074 per
share.


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