REG - Roebuck Food Group - Preliminary Results
28/03/2025 07:00
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RNS Number : 5886C Roebuck Food Group PLC 28 March 2025
Roebuck Food Group plc
Preliminary results for the year ended 31 December 2024
Chairman's Statement
Dear Shareholders,
The past year was one of significant change for Roebuck Food Group; some
changes anticipated, planned and executed, and others unforeseen and
unexpected. In the latter regard, we lost our longtime and esteemed Chairman,
the late Ted O'Neill, in November 2024. For two decades, Ted provided
entrepreneurial leadership as Executive Chairman, culminating in the
monetisation of the Cold Stores Division and return of capital to
shareholders. Following payment of this significant dividend, Ted stepped
back to the Non-executive Chairman role, while guiding the management team as
they set about defining a new corporate strategy for the business. With this
strategic reset now completed, I am honoured and excited to take on the role
of Non-executive Chairman as we approach the 40(th) anniversary of Roebuck's
listing the stock market (originally as Norish plc) and embark on a new
chapter for the business.
The strategic reset involved identification of investment themes where our
team has practical operational experience, applied-science know-how, and
strong business ecosystem understanding and networks. Technologies and
business models that support sustainable agriculture and food supply were
identified as investment areas meeting these criteria. Roebuck believes that
climate-smart agriculture and resilient food supply-chains will present major
investment opportunities over the next decade. Furthermore, with 2024 global
venture capital investment in agrifoodtech down over 70% from its 2021 peak
and 30% below its ten-year average, Roebuck considers that high quality
targets are now available at attractive valuations.
Acquisitions and Disposals
During 2023 and 2024, Roebuck examined 25 investment targets, conducted due
diligence on 9 of these, and proceeded to invest in three companies, namely
Moorhead & McGavin (sustainable plant-based ingredient sourcing), GlasPort
Bio (animal manure-treatment that reduces methane and other harmful gaseous
emissions and preserves valuable recycled plant nutrients and renewable
energy) and Glasport Rumen Tech (developing a novel animal feed-ingredient
that both reduces methane emissions and enhances livestock performance).
The acquisition of Moorhead & McGavin was completed in November 2023,
while the GlasPort Bio and Glasport Rumen Tech transactions were announced in
December 2024 and completed in February 2025. We are very pleased to have had
the leading agrifoodtech investment fund, Yield Lab Europe, join us as a
co-investor in GlasPort Bio and Glasport Rumen Tech. We are also pleased to
report that since announcing the transactions in February, the management
teams have had extensive engagement with policy makers and large food
processors in Ireland and internationally.
Roebuck's strategic reset also involved the disposal of legacy businesses that
did not fit with the new refined investment criteria set out above. The
Company disposed of Cantwellscourt Farm and Townview Foods in May and
September 2024 respectively. The costs incurred in acquisition target due
diligence, acquisition / disposal processes, and equity issuance were
significant, but represent, in the Board's opinion, necessary investment to
put in place a platform that will deliver significant growth in shareholders'
equity value in the years ahead.
Roebuck now comprises two areas of focus: first, world-class patent-protected
and patent-pending technologies respectively for animal-manure treatment and
animal-nutrition treatment with significant global market potential, and
second, global sourcing and supply-chain management of plant-based ingredients
and products for the manufacturing and food-service sectors in the UK and
Ireland.
Our Stakeholders
On behalf of the Board, I want to welcome our new colleagues and co-investors
in GlasPort Bio and Glasport RumenTech, and to thank our management and staff
in our plant-based business. I want particularly to thank Justin McCarthy for
his important input into reshaping the new company strategy and to convey our
best wishes to him in his new role as CEO of GlasPort Bio and Executive
Chairman of Glasport Rumen Tech. Finally, I want to thank you, our
shareholders, whether you are longstanding investors or new investors in our
recent placing, for your support and confidence in the vision that we have set
for Roebuck.
Dividend
The Board does not recommend payment of a dividend in respect of Financial
Year 2024.
Tommy Conway
Non-Executive Chairman
Chief Executives Officer's Review
Roebuck Food Group plc (AIM: RFG; "Roebuck" or the "Group"), is pleased to
announce its results for the year ended 31 December 2024.
During the year under review, management at Roebuck completed a fundamental
strategic review of the business. Arising from this strategic review, the
divestment of two subsidiaries (Townview Foods Ltd and Cantwellscourt Farm
Ltd) was completed.
These divestments have simplified our business, allowed us to reduce group
overhead and ultimately created the space and time to complete the GlasPort
Bio and Glasport Rumen Tech transactions. Costs relating to these
transactions, in addition to other due diligence costs, amounted to
Stg£1.12m.
Discontinued Operations
The results for the twelve months to end December 2024 reflect these
divestments in significant part, as follows; Discontinued items account for
£3.6m of the £5.4m loss. The remainder comprises the aforementioned
acquisition costs of £1.12m, and Group overhead costs, offset by profits from
M&M and Foro.
The divestment of Townview Foods has resulted in a goodwill write-off of circa
£2.3m, in addition to trading losses of £0.7m, reflecting £0.2m of proceeds
for the business and £0.9m of trading losses (these trading losses included
an investment in people, as articulated in the 2023 Annual Report, who
continue to work with us elsewhere in our operations today).
The loss at Cantwellscourt Farm comprises a write down on the asset of £0.4m,
professional fees of £0.1m, together with seasonal trading losses of £0.1m,
which reflects the time of the year when the divestment was made (grass-based
dairy farming in Ireland is loss-making in the early months of the year).
Net debt stood at £0.5m at end December 2024.
Continuing Operations
Moorhead & McGavin, the company which we acquired in November 2023, and
which is focused on plant-based ingredients performed strongly in 2024.
M&M generated pretax profits of £0.3m in 2024.
Foro Food Solutions, our Cork based sourcing business comprises two parts; the
sourcing of plant-based ingredients and products primarily for the Food
Service and Food Manufacturing segments of the market and a newer activity,
which engages primarily with Retail. Our Cork based business was profitable
for the first time last year, with strong growth exhibited, albeit from a
small base. Overall, our continuing businesses were profitable in 2024 and
generated good cashflow.
Post Balance Sheet events; Acquisitions and Equity Raise
The Group announced in December 2024 the conditional acquisition of a
controlling stake in GlasPort Bio and a minority investment in Glasport
RumenTech. These transactions were completed on 7 February 2025. Roebuck now
owns 37.3% of GlasPort Bio (with a Call Option to increase its holding to
82.3%. exercisable during the period from 18 months to 48 months post
completion) and 16% of Glasport Rumen Tech. These transactions represent a
fundamental step change for Roebuck and create a platform with strong IP and
potential opportunities of international significance. The Board believes that
the Group can leverage this platform to credibly become a global leader in
methane reduction technologies in the dairy and meat supply chain.
In conjunction with these transactions, the Group completed in January 2025 an
oversubscribed equity raise of £8.2m gross of costs, the proceeds of which
were used to fund the transactions and associated costs, and for general
corporate purposes.
Outlook
GlasPort Bio: Following the closing of the transaction on 7 February, the
company's management team have been actively engaged with relevant
stakeholders across the Irish and international meat and dairy industries. The
management team have been encouraged by the positive reaction to GasAbate's
strong scientific underpinning that demonstrates multiple co-benefits in
addition to best-in-class methane emission reduction from stored animal
manure. Discussions are at an early stage with a number of parties,
regarding commercial roll-out of the GasAbate system, and these will be
progressed through the course of the year. Enterprise development in 2025 will
also focus on scaling GlasPort Bio's supply chain, installation and CRM
capabilities, as well as delivering a robust measurement, recording and
verification (MRV) system.
Glasport Rumen Tech: Headline results from a large-scale trial in commercial
beef production are expected to be released during the first half of 2025.
This trial, which was conducted by an independent agency, will report on
RumenTech's efficacy in lowering methane emissions from feedlot animals, along
with its impact (if any) on the animals' feed conversion efficiency and
liveweight gain. The results of this trial will inform the company's approach
to conducting further trials according to the protocols required by the
European Food Safety Authority (EFSA) as part of its zootechnical feed
additive regulatory approval process.
Plant-based ingredients and products: Notwithstanding more challenging markets
for M&M in early 2025, we are confident that the investment we have made
during 2024 and other actions we are taking will see improved trading over the
balance of the year. Trading to date at Foro Food Solutions in Cork is similar
to 2024, but we expect to see accelerated profit delivery over the next number
of months. Foro Retail is loss making, reflecting the fact that it is a start
up. We expect to see an improvement in performance by Foro Retail, over the
remainder of the year.
Finally, I would like to thank the management teams and staff across our
operations for their commitment and contribution in 2024
Kieran Mahon
Chief Executive Officer
Roebuck Food Group Plc
Consolidated income statement
For the financial year end 31 December 2024
2023*
2024
£'000 £'000
Continuing operations
Revenue 11,564 3,380
Cost of sales (9,453) (3,077)
Gross profit 2,111 303
Administrative expenses (2,710) (945)
Acquisition and related costs (1,122) (578)
Operating loss from continuing operations (1,721) (1,220)
Interest received - -
Finance expenses - lease interest (1) -
Finance expenses - interest on bank loans (19) (5)
Loss on continuing activities before taxation (1,741) (1,225)
Income taxes - Corporation tax (46) (12)
Income taxes - Deferred tax 1 -
Loss for the financial year from continuing operations (1,786) (1,237)
Loss for the financial year from discontinued operations (3,608) (614)
Loss for the financial year attributable to (5,394) (1,851)
owners of the parent
Other comprehensive expenses (4) (26)
Total comprehensive income for the financial year attributable to owners of (5,398) (1,877)
the parent
* The 2023 Consolidated Income Statement has been updated to reflect the
continued operations only.
Roebuck Food Group Plc
Consolidated income statement (Continued)
For the financial year end 31 December 2024
2024 2023
Loss per share expressed in pence per share:
From continuing operations (3.6)p (3.9)p
- basic
- diluted (3.6)p (3.9)p
From discontinued operations (7.3)p (1.9)p
- basic
- diluted (7.3)p (1.9)p
Roebuck Food Group plc
Financial position
As at 31 December 2024
2024 2023
£'000 £'000
Non-current assets
Goodwill - 2,338
Intangible assets 540 600
Property, plant and equipment 1,055 3,048
Biological assets - 642
1,595 6,628
Current assets
Trade and other receivables 1,522 3,649
Inventories 1,302 1,044
Cash and cash equivalents 115 1,186
2,939 5,879
TOTAL ASSETS 4,534 12,507
Equity attributable to owners of the parent
Share capital 990 990
Share premium account 2,094 2,094
Other reserves (98) (94)
Retained earnings (2,041) 3,353
TOTAL EQUITY 945 6,343
Non-current liabilities
Borrowings 9 932
Deferred tax 71 168
80 1,100
Current liabilities
Trade and other payables 2,919 3,826
Borrowings 590 1,238
3,509 5,064
TOTAL EQUITY AND LIABILITIES 4,534 12,507
Roebuck Food Group plc
Consolidated statement of changes in equity
For the year ended 31 December 2024
Share Share Other Retained
Notes capital Premium Reserves Earnings Total
£'000 £'000 £'000 £'000 £'000
At 1 January 2023 564 - (68) 5,204 5,700
Loss for the financial year - - (1,851) (1,851)
-
Foreign exchange gain - - (26) - (26)
- - (26) (1,851) (1,877)
Total comprehensive income for the financial year
Issue of share capital 426 2,224 - - 2,650
Share issue costs - (130) - - (130)
Transactions with owners 426 2,094 (26) (1,851) 643
At 31 December 2023 990 2,094 (94) 3,353 6,343
Loss for the financial year - - - (5,394) (5,394)
Foreign exchange loss - - (4) - (4)
Total comprehensive income for the financial year - - (4) (5,394) (5,398)
Transactions with owners - - (4) (5,394) (5,398)
At 31 December 2024 990 2,094 (98) 945
(2,041)
Roebuck Food Group plc
Consolidated cash flow statement
For the year ended 31 December 2024
2024
2023
£'000 £'000
Cash flow from operating activities
Loss on continuing activities before taxation (1,741) (1,225)
Gain on change in fair value of biological assets - (139)
Fair value loss on sale of biological assets - 91
Foreign exchange gain (82) (346)
Loss on discontinued activities (3,608) (612)
Finance expenses 20 166
Goodwill written off 2,338 -
Intangible asset amortised 60 -
Bad debt expense - 15
Taxation charge - (12)
Depreciation - property, plant and equipment 98 187
Operating cash flows before changes in working capital (2,915) (1,875)
Changes in working capital and provisions:
(Increase)/decrease in inventories (258) 66
Decrease in trade and other receivables 2,127 4,826
Decrease in payables (907) (1,212)
Taxation paid (87) (3)
Net cash from used in operating activities 875 3,677
Cash flow from investing activities
Payments to acquire subsidiary undertaking - (2,075)
Proceeds from sale of assets 1,392 -
Costs incurred in disposal of assets (117)
Debt included in subsidiaries disposed (630) -
Fixed assets written off 1,973 -
Cash acquired as part of acquisition - 299
Purchase of property, plant and equipment (78) (63)
Sale of biological assets - 272
Net cash generated/(used in)generated from investing activities 2,540 (1,567)
(493) (2,805)
Invoice finance utilised
Finance lease capital repayments (1,010) (69)
Term loan repayments (68) (36)
Net proceeds from issue of share capital - 2,370
Net cash used in from financing activities (1,571) (540)
Net decrease in cash and cash equivalents (1,071) (305)
1,186 1,491
Cash and cash equivalents beginning of the financial year
Cash and cash equivalents end of the financial year 115 1,186
2,338
-
Intangible asset amortised
60
-
Bad debt expense
-
15
Taxation charge
-
(12)
Depreciation - property, plant and equipment
98
187
Operating cash flows before changes in working capital
(2,915)
(1,875)
Changes in working capital and provisions:
(Increase)/decrease in inventories
(258)
66
Decrease in trade and other receivables
2,127
4,826
Decrease in payables
(907)
(1,212)
Taxation paid
(87)
(3)
Net cash from used in operating activities
875
3,677
Cash flow from investing activities
Payments to acquire subsidiary undertaking
-
(2,075)
Proceeds from sale of assets
1,392
-
Costs incurred in disposal of assets
(117)
Debt included in subsidiaries disposed
(630)
-
Fixed assets written off
1,973
-
Cash acquired as part of acquisition
-
299
Purchase of property, plant and equipment
(78)
(63)
Sale of biological assets
-
272
Net cash generated/(used in)generated from investing activities
2,540
(1,567)
Invoice finance utilised
(493)
(2,805)
Finance lease capital repayments
(1,010)
(69)
Term loan repayments
(68)
(36)
Net proceeds from issue of share capital
-
2,370
Net cash used in from financing activities
(1,571)
(540)
Net decrease in cash and cash equivalents
(1,071)
(305)
Cash and cash equivalents beginning of the financial year
1,186
1,491
Cash and cash equivalents end of the financial year
115
1,186
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