RFG's secret deal to manage stores under scrutiny

The troubled owner of the Gloria Jeans and Donut King chains did not tell its shareholders that it was doing business with a private company run by a former executive who was also partner of the company’s long standing boss.

The deal between Retail Food Group and Alicia Atkinson’s Exit 57 Investments has been laid bare after the private company collapsed last month under the weight of a $1.6 million debt owed by an RFG subsidiary.

Under the deal Exit 57 would temporarily manage stores, including some that had been abandoned by franchisees.

Former Retail Food Group executive Alicia Atkinson, centre, disputes the tax bill the ATO slapped on her private group Exit 57 Investments.

Ms Atkinson, RFG’s former bakery café division director, has been in a long relationship with RFG former chief executive Tony Alford.

Mr Alford was managing director of RFG between 1999 and 2016 before stepping down from the then highly profitable company.

RFG’s annual reports for the past five years make no mention of Exit 57. The arrangement is not listed in the company's related party dealings.

A spokeswoman for RFG said: “RFG takes seriously its reporting obligations and believes that our annual reports have, at all times, been in compliance with those obligations."

According to rules governing public companies in Australia, a company is required to declare related party deals in its annual report.

The rules on related party transactions state: “a related party transaction is any transaction through which a public company or registered managed investment scheme provides a financial benefit to a related party (such as a director, their spouse and certain other relatives).”

Former RFG managing director Tony Alford

Ms Atkinson has never been a director sitting on the RFG board and Fairfax Media is not alleging Ms Atkinson or Mr Alford were involved in the decision to award Exit 57 Investments the management deal. Nor is it alleged that they were involved in any decision to not inform shareholders about the deal.

Fairfax Media’s inquiries regarding Exit 57 Investments sparked legal threats from both Ms Atkinson and Mr Alford over the weekend that strongly denied any wrongdoing.

Fairfax Media first raised questions about the group last year ahead of publishing its investigation into RFG. Fairfax Media revealed in December that hundreds of store owners within RFG's brands had gone to the wall financially and that underpayment of staff by franchisees was rampant as a result.

On Friday, RFG, which also owns the Brumby's Bakeries, Crust Pizza and Pizza Capers brands said it would close between 160 and 200 stores after a horror first half of 2018 that was marred by a $138 million write-down on the value of its brands.

As a result of the writedown, RFG booked a $87.8 million loss for the half, its first ever loss since listing on the Australian Securities Exchange in 2006 and revealed that its bankers had put new strict rules on the company.

When RFG stock resumed trading on Monday it was pummelled with investors wiping up to 50 per cent of its share price. RFG shares finished the day at $1.30 a downward plunge of 74¢, or 36.52 per cent, for the day.

Lawyer for Ms Atkinson, Peter Kumnick, told Fairfax Media that Exit 57 had a store management arrangement with RFG to manage stores that the listed franchise giant operated “involuntarily”.

“Reasons for RFG operating stores involuntarily can be caused from a range of reasons including franchisee abandonment or non-renewal; serving out lease terms where the franchise tenure ended prior to the lease expiry, and the interim management of outlets between sale of one franchisee to another,” Mr Kumnick said.

According to Ms Atkinson’s lawyer the management arrangement began during 2014 and continued to 2015 and 2016 and Exit 57 did not take ownership of the stores it was managing.

“Ultimately RFG granted new franchises in respect of the stores, or the stores were closed or RFG resumed management of the stores when its external management program was wound back during 2015 and 2016,” Mr Kumnick said.

Exit 57 is disputing a $2.8 million tax assessment placed on the company by the Australian Taxation Office, Mr Kumnick said.

The private company also alleges it is owed $1.6 million from key RFG subsidiary RFGA Management and that this debt led to its collapse.

Ms Atkinson is also owed more than $800,000 from Exit 57, according to the company’s filings with the corporate regulator.

Ms Atkinson left the company in 2017.

A spokeswoman for RFG said the company “has not received any notice or claim in respect of the debt you refer to, and consequently, would dispute it.”

“In the past, RFG had entered into commercial arrangements with multi-site operators for the management from time to time of corporate outlets. Exit 57 Investments Pty Ltd was one of those managers, however, RFG’s relationship with it ceased in full-year 2016,” she added.

Exit 57 liquidator Jason Bettles of Worrells said the company had managed 30 stores.

“It’s still very early in the liquidation,” Mr Bettles said.

Mr Bettles declared in his appointment to Exit 57 that he had an ongoing relationship with Exit 57’s accountants, Alfords, but that there was no conflict of interest. Mr Bettles also disclosed that he often received referrals for work from the tax office as well.

In 2002, Mr Alford changed the ownership structure at Alfords so that the business was now at arm's length from his role at RFG. Alfords still conducts accountancy services for RFG.

The current operator of the business Karl Farmer told Fairfax Media in December that Mr Alford had not worked at Alfords for 15 years.