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Preliminary Results for the year ended 30 June 2006

30/06/2006 - Press Release

London, 20 December 2006, Conival, the specialist branded food and beverage company announces, preliminary results for the year ended 30 June 2006.

Highlights - 2006

  • Development of SPARKY BRANDTM and a  range of everyday food and drink products incorporating Omega 3.
  • First juice products launched into Sainsbury, Tesco and Selfridges stores.
  • New SPARKY BRANDTM  cranberry, blueberry & raspberry juice  with Omega 3 launched.
  • Development of Blenheim Palace Provisions brand.
  • Turnover for the period was £198,000 and after a non-cash goodwill impairment charge of £8.57 million there was a loss before and after tax of £10.74 million.  Loss per share was 6.77p   (2005 loss per share of 1.30p

 

Operation Highlights – Post Reporting Period

  • Placing of new shares and consolidation of loan.
  • Launched new SPARKY SUPER JUICES wild acai berry & mango with Omega 3 juice drink and listing with Tesco.
  • Recently secured listing for new SPARKY SUPER JUICES wild acai berry 100ml shot with Omega 3  in Tesco stores.
  • SPARKY SUPER FOODS super fruit and oat bars enriched with Omega 3- pomegranate & strawberry and Blueberry & raspberry trial launched into Boots stores.
  • Blenheim Palace Provisions brand in final stages of securing listings with the retailers and food service companies.
  • Marco Pierre White brand in final development and in process of securing listings with retailers.

Commenting, Jeremy Schwartz, Chief Executive of Conival plc, said:

“We are encouraged by the progress achieved in developing and establishing the core brands of the Company. We are pleased that Conival plc can increasingly move from a product development focus to a sales development focus to leverage the portfolio of brands and products we now have ready for market. Each brand is targeting categories that are in growth, especially those addressing the increased consumer demand for healthier lifestyle products, and is supported by innovative products that are in demand. With the infrastructure now in place to develop, supply and grow each brand we are looking forward to accelerating our activities.  We are hopeful for an improved financial performance in 2007 as we launch our existing portfolio of brands and seek to acquire more licences and potentially existing synergistic business’s. Finally, I would like to thank our suppliers, retailers and employees who have supported us in this initial operating year.” 

 


DEPUTY CHAIRMAN'S STATEMENT

 

 

I am pleased to present our accounts for the year ended 30 June 2006. During this period the Company has built the commercial infrastructure necessary to operate as a food company and has focused on the development of innovative and functional new food products for consumers via multiple and independent retail outlets. 

 

The first half of the year was principally employed in developing the first of two new food brands and the commissioning of our third party sourcing, manufacture, packaging, EDI order processing and distribution. Once this infrastructure was established we achieved early success with the launch of our Omega 3 enriched chilled juices by securing listings in Sainsbury’s and Selfridges stores in the UK.  This was one of the first Omega 3 enriched products to reach supermarket shelves, which despite the recent launch of a number of other Omega 3 products onto the market, SPARKY BRANDTM  remains unique within the juice category. 

 

The SPARKY BRAND juice products, carrying the distinctive and contemporary packaging design, received positive consumer feedback on launch and we secured further listings with Tesco in the UK in the second half of the year.  During the remainder of the year the Company developed and launched a cranberry, blueberry & raspberry juice with Omega 3 whose sales volumes quickly superseded the original orange juice with Omega 3 that it replaced.

 

During the second half we commenced the development of our second new brand Blenheim Palace Provisions which I refer to in more detail later in this statement.

 

New Product Development and Launches in 2007

 

After detailed consumer research the packaging design and branding was successfully re-launched in October 2006 as SPARKY SUPER FOODS to capitalise on the growing demand for super fruits.  October also saw the launch of the SPARKY SUPER JUICE wild acai berry & mango juice drink with Omega 3 in 180 Tesco stores. The acai berry is the most antioxidant rich fruit yet known and is currently being hailed as a “superfood”. The SPARKY juice drink is the first product of its kind in the UK and we were encouraged by the positive reception from consumers and the press.

 

We also extended the brand concept with the launch of two super fruit and oat bars enriched with Omega 3 – pomegranate & strawberry and blueberry & raspberry. These gained a test listing in Boots from October and are now gaining further distribution across the grocers and independent trade. 

 

In addition, I am also pleased that  we have developed the first 100ml not from concentrate wild acai berry daily shot with Omega 3 which will be sold singularly and in a four-pack. I am delighted to report that this addition to the range has already secured listings in 180 Tesco stores from the 29 January 2007 and we are currently securing further listings with other supermarkets and independent retailers.

 

Concurrently, we have developed the Blenheim Palace Provisions brand centred on the innovative idea of fruit based products which are “Fresh from the Orchards”. The brand is inspired by the 12 acre, 400 year old walled garden and orchards at Blenheim Palace which produces oranges, grapes, melons and their unique variety the Blenheim orange apple.  A range of chilled fruit desserts, fruit toppings, chocolate coated fruits and juice drinks have been developed and production secured.  We are in the final stages of securing listings with the retailers and food service companies and I am looking forward to making further announcements in the first half of 2007.

 

In addition, we have developed the Marco Pierre White brand centred around innovation in chocolate across products both in the chilled and ambient areas. A range of innovative products have been developed, production secured and we are in discussions with the retailers who are responding positively.  I am looking forward to making further announcements in the first half of 2007. 


Financials

 

Turnover achieved in the year ended 30 June 2006 was £198,000 (period ended 30 June 2005 £nil) and a loss before taxation of £10,744,000  (period ended 30 June 2005:£818,000) was incurred after a goodwill impairment charge of £8,571,000 (period ended 30 June 2005: £nil) The loss per share was 6.77p (period ended 30 June 2005:1.30p) Following the acquisition of Portfolio Products Limited, which held a range of licences, in 2005 the goodwill on consolidation arising as a consequence of that acquisition was capitalised in the accounts. In relation to two of these licences,  Marco Pierre White and Blenheim Palace,we have discounted the future expected minimum cashflows and have attributed a value of £1.25 million to them.  We have a number of additional licences where it is unlikely that the rights will be exploited in the short to medium term and we have therefore decided to apply a non-cash impairment charge of £8,571,000 to the goodwill. 

 

I am pleased to say that the Board is confident that the SPARKY SUPER FOODS brand has been developed to the extent where we believe it has growing future value, particularly as it increases its market awareness and range of products, however in line with accounting rules this value is not of course capitalised on the balance sheet.

 

As a consequence of the losses incurred to date the Company’s net assets  at 30 June 2006 reached a level at which the Company is required to discuss the matter at a meeting of the shareholders.  In order to redress this imbalance the Company successfully completed a placing of new ordinary shares which, before transaction costs and capitalising a loan from Corvus Capital Inc, raised a further £760,000.  This action by the Board took place after the balance sheet date so there remains a technical requirement to discuss the Company’s position in this regard at the annual general meeting. 

 

Outlook 2007

 

I am very pleased with the level of brand development and product innovation that has taken place to date. The nature of the UK environment means that the process of securing manufacturing and listings with the supermarkets and independent retailers takes time. The speed with which we can bring our brands to market is dependant upon these negotiations which are now progressing well.  As our portfolio of existing and new brands and products come on stream we are confident that the retail, media and consumer recognition of both the brands and products will translate into increasing sales.

 

Finally, I would like to thank all our staff and our commercial partners for their hard work and dedication during the year and to our shareholders and our customers for their continued support.

 

 

Dr Paul Clayton
Deputy Chairman



 

CONSOLIDATED PROFIT AND LOSS ACCOUNT

 

Note

Year ended

30.6.2006

Period ended

30.6.2005

 

 

£'000

£'000

 

 

 

 

Turnover

 

198

-

Cost of sales

 

(374)

-

Gross loss

 

(176)

-

 

 

 

 

Other administrative expenses

 

(858)

(341)

Amortisation and impairment of goodwill

 

(9,711)

(480)

Administrative expenses

 

(10,569)

(821)

 

 

 

 

Operating loss pre amortisation of goodwill

 

(1,034)

(341)

Amortisation and impairment of goodwill

 

(9,711)

(480)

 

 

 

 

Operating loss

 

(10,745)

(821)

 

 

 

 

Net interest receivable

 

1

3

 

 

 

 

Loss on ordinary activities before taxation

 

(10,744)

(818)

 

 

 

 

Taxation

2

-

-

 

 

 

 

Loss on ordinary activities after taxation and retained loss

4

(10,744)

(818)

 

 

 

 

Loss per ordinary share

 

 

 

- basic

3

(6.77)p

(1.30)p

 

 

 

 

There were no recognised gains or losses other than the loss for the financial period.

 

 

 

 


 

CONSOLIDATED BALANCE SHEET

 

 

Note

 

2006

2005

 

 

 

£'000

£'000

 

 

 

 

 

Fixed assets

 

 

 

 

Intangible assets

 

 

1,348

11,037

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

Stocks and work in progress

 

 

66

-

Debtors

 

 

175

89

Cash at bank and in hand

 

 

72

39

 

 

 

313

128

 

 

 

 

 

Creditors:

 

 

 

 

Amounts falling due within one year

 

 

(945)

(273)

 

 

 

 

 

Net current liabilities

 

 

(632)

(145)

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities, and net assets

 

 

716

10,892

 

 

 

 

 

Capital and reserves

 

 

 

 

Called up share capital

 

 

838

693

Share premium

 

 

990

567

Other reserves

 

 

471

10,450

Profit and loss account

 

 

(1,583)

(818)

Equity shareholders' funds

4

 

716

10,892

 

 

 

 

 

 

 

 

 

 

 

 


CONSOLIDATED CASH FLOW STATEMENT

 

 

 

Note

Year ended

30.6.2006

Period ended

 30.6.2005

 

 

£'000

£'000

 

 

 

 

 

 

 

 

Net cash outflow from operating activities

5

(507)

(410)

 

 

 

 

Returns on investments and servicing of finance

 

 

 

Interest received

 

3

4

Interest paid

 

(2)

(1)

 

 

 

 

Net cash inflow from returns on investments and service of finance

 

1

3

 

 

 

 

Capital expenditure and financial investment

 

 

 

Purchase of intangible fixed assets

 

(3)

(21)

Net cash outflow from capital expenditure and financial investment

 

(3)

(21)

 

 

 

 

Acquisitions

 

 

 

Purchase of subsidiary undertakings

 

-

(229)

Net debt acquired with subsidiary undertakings

 

-

(14)

Net cash outflow from acquisitions

 

-

(243)

 

 

 

 

 

 

 

 

Net cash outflow before financing

 

(509)

(671)

 

 

 

 

Financing

 

 

 

Issue of shares

 

569

785

Share issue costs

 

(27)

(75)

 

 

 

 

Net cash inflow from financing

 

542

710

 

 

 

 

Increase in cash

6

33

39

 

 

 

 


1                     Basis of Preparation

The preliminary announcement has been prepared under the historical cost convention and in accordance with applicable accounting standards apart from the fact that the directors have departed from the Companies Act and invoked a true and fair override in connection with the treatment of the cost of investment in the subsidiary as detailed below.  The principal accounting policies of the group are set out in the group's 2006 annual report and financial statements.  The policies have remained unchanged from the previous annual report

 

On 1 July 2005 the trade and net assets of the 100% subsidiary undertaking, Portfolio Products Limited, were transferred to the Company at their book value.   The costs of the Company's investment in that subsidiary undertaking reflected the nominal value of the shares issued at the time of its acquisition, advantage having been taken of the relief offered by Section 131 of the Companies Act 1985.  As a result of this transfer, the value of the Company's investment in that subsidiary undertaking fell below the amount at which it was stated in the Company's accounting records.  Schedule 4 to the Companies Act 1985 requires that the investment be written down accordingly and that the amount be charged as a loss in the Company's profit and loss account.  However, the Directors consider that, as there had been no overall loss to the Group, it would fail to give a true and fair view to charge the diminution to the Company's profit and loss account and it should instead be re-allocated to goodwill and the identifiable net assets transferred, so as to recognise in the Company's individual balance sheet the effective cost to the Company of those net assets and goodwill.  The effect on the Company's balance sheet of this departure is to recognise goodwill of £692,000 net of amortisation of £87,000.  The goodwill is being amortised over 10 years on the same basis as the goodwill on consolidation.

 

GOING CONCERN

 

The Directors have prepared cash flow forecasts for the period ending 30 June 2008 which make several assumptions concerning the successful roll out of new products, the number of product listings which will be secured and verbal commitments received based on discussions with major retailers.  The Directors have also secured confirmation from Corvus Capital Inc. (Corvus), a significant shareholder in the Company, it is not their intention to seek repayment of the £170,000 loan advanced to the Company in the short term and, in addition, that a further working capital facility of up to £400,000 will be provided if required.  The forecasts, supported by the agreement and facility from Corvus, demonstrate that the Group has sufficient finance facilities available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements. 

2                     taxation on loss on ordinary activities

There is no tax charge for the period.  Unrelieved tax losses of approximately £1.3 million (2005 : £335,000) remain available to offset against future taxable trading profits.  The unprovided deferred tax asset at 30 June 2006 amounts to approximately £400,000 (2005: £100,000).

The tax assessed for the period differs from the standard rate of corporation tax in the UK as follows:

 

 

 

Year ended

30.6.2006

Period ended 30.6.2005

 

 

 

£'000

£'000

 

 

 

 

 

Loss on ordinary activities before tax

`

 

(10,744)

(818)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 30%

 

 

(3,223)

(245)

 

 

 

 

 

Effect of

 

 

 

 

Expenses not deductible for tax purposes (primarily goodwill impairment and amortisation)

 

 

2,921

145

Deferred tax asset not recognised

 

 

302

100

Current tax charge for period

 

 

-

-

 

 

3                     Loss per share

The calculation of the basic loss per share is based on the loss on ordinary activities after tax of £10,744,000 (2005 : £818,000) divided by the weighted average number of ordinary shares in issue during the period of 158,722,739 (2005 : 63,116,925).  The impact of the share options on the loss per share is anti-dilutive.

 

 

4                     reconciliation of movements in shareholders' funds

 

 

Year ended 30.6.2006

Period ended 30.6.2005

 

 

£,000

£'000

 

 

 

 

Loss for financial period

 

(10,744)

(818)

Issue of ordinary share capital (net of issue costs)

 

568

11,710

Net (decrease)/increase in shareholders' funds

 

(10,176)

10,892

Equity shareholders' funds brought forward

 

10,892

-

Equity shareholders' funds carried forward

 

716

10,892

 

 

5                     reconciliation of operating LOSS TO net cash outflow from operating activities

 

 

Year ended 30.6.2006

Period ended 30.6.2005

 

 

£'000

£'000

 

 

 

 

Operating loss

 

(10,745)

(821)

Amortisation and impairment of goodwill and other intangibles

 

9,718

480

Increase in stocks

 

(66)

-

Increase in debtors

 

(86)

(77)

Increase in creditors

 

672

8

Net cash outflow from operating activities

 

(507)

(410)

 

 

 

 

 

6                     RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS

 

 

Year ended 30.6.2006

Period ended 30.6.2005

 

 

£'000

£'000

 

 

 

 

Increase in cash for the period

 

33

39

Change in net funds resulting from cashflows

 

33

39

 

 

 

 

Net funds brought forward

 

39

-

Net funds carried forward

 

72

39

 

 

7                     ANALYSIS OF CHANGES IN NET FUNDS

 

1 July

2006

Cash flow

30 June 2005

 

£'000

£'000

£'000

 

 

 

 

Cash at bank

39

33

72

 

 

8                     post balance sheet events

On 31 July 2006 the company issued 101,000,000 ordinary shares of 0.5p at 1p per share.  Of this issue, 76,000,000 shares were issued for cash in order to raise funds for working capital and product development and 25,000,000 shares were issued to Corvus Capital Inc. in connection with the capitalisation of £250,000 owed to them.

9                     PUBLICATION OF NON-STATUTORY ACCOUNTS

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985.

 

The summarised balance sheet at 30 June 2006 and the summarised profit and loss account, summarised cash flow statement and associated notes for the year then ended have been extracted from the Group's 2006 statutory financial statements upon which the auditors opinion is unqualified and does not include any statement  under Section 237 of the Companies Act 1985.

 

Those financial statements have not yet been delivered to the