Final Results
Provexis PLC
15 June 2006
PROVEXIS plc
('Provexis' or the 'Group')
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2006
Provexis plc the nutraceutical company that develops scientifically-proven
functional and medical foods, announces its unaudited preliminary results for
the year ended 31 March 2006.
Financial Highlights
• Results in-line with expectations
• Sales of lead product SircoTM of £140,000 in first 3 months since launch
• Total turnover of £268,000, decreased by 56 per cent. (2005: £609,000);
mainly due to the decrease of a one time non recurring fee paid by
Nutrinnovator Holdings to Provexis Limited in the prior year
• Adjusted loss before interest, goodwill amortisation, share compensation
expense and tax of £2,528,000, increased by 320 per cent. (2005: £601,000)
• Cash balance £2,166,000 (2005: £1,106,000)
Operational Highlights
• Completion of reverse takeover of Nutrinnovator Holdings plc, placing
and admission of Provexis plc to trading on AIM
• Lead product SircoTM launched in major UK supermarkets in January 2006
• US patent granted for FruitflowTM technology
• Product endorsement agreement with HEART UK for lead product SircoTM
• Independent Expert Panel in United States affirmed that FruitflowTM
technology is Generally Recognised as Safe ('GRAS'), paving the way for
products containing FruitflowTM to be marketed in the North America
• Collaboration agreement with leading global clinical nutrition company
for the development of Provexis' Crohn's disease technology
• Awarded £180,000 research grant for Crohn's Disease Technology from
North West Development Agency
Post year-end achievements
• International scientific endorsement for clinical efficacy of SircoTM
from the highest-ranked peer-reviewed journal in the nutrition field
• Single serve 250ml bottle of SircoTM to be launched on schedule this
summer, initially in 150 Holland and Barratt stores with further
distribution in independent health food stores
• Licence negotiations for FruitflowTM technology at an advanced stage
• Secured a Standby Equity Distribution Agreement with a capital provider
for £3 million, to be utilised at our discretion
Dr Stephen Franklin, Chief Executive Officer of Provexis plc, commented:
'In line with our targets, we have succeeded in launching our lead product
SircoTM into major retailers in the UK. Furthermore, in the United States, our
FruitflowTM technology has secured a vital patent grant and has made a
significant advance towards its regulatory clearance. The FruitflowTM technology
has also received a major scientific endorsement by being accepted for
publication by the highest ranked peer reviewed journal in the nutrition field.
These achievements are major milestones in the development of the company and
unlock significant global commercial opportunities. Negotiations regarding the
licensing of the FruitflowTM technology are at an advanced stage and further
details will be announced in due course.
In addition to the progress made with our lead product SircoTM and the
FruitflowTM technology we have also continued development of our product
pipelines with two other technology platforms - a glucosinolate-enriched
broccoli extract to reduce the risk of specific types of cancer, and a patented
plantain based extract for the treatment of Crohn's Disease.
I am pleased with the progress that the Company has made since its admission to
AIM in June 2005 and believe that the Company is well-positioned to continue its
growth during the next 12 months and to capitalise on worldwide opportunities in
the rapidly growing functional food market.'
-ends-
For further information please contact:
Stephen Franklin, Chief Executive
Provexis plc Tel: 020 8392 6631
Victoria Geoghegan
Bell Pottinger Corporate & Financial Tel: 020 7861 3232
Tom Griffiths/Richard Dunn
Arbuthnot Securities Limited Tel: 020 7012 2000
Chairman's statement
The Company has made considerable progress in the year ended 31 March 2006.
Since the reverse takeover of Nutrinnovator Holdings plc, we have successfully
integrated the two businesses whilst remaining focussed on the delivery of
several major milestones. Provexis combines excellent scientific, marketing and
sales talent which enables us to develop and commercialise new functional food
technologies via a combination of licensing and new brands.
In 1998, Professor Asim Dutta-Roy made the discovery that the clear fraction of
tomatoes contained compounds that inhibited blood platelet aggregation, thereby
helping to maintain a smooth blood flow and as a result maintain a healthy heart
and circulation. After seven years of development, it has been extremely
rewarding during this period to witness the emergence of this technology in the
market place. The technology is now known as FruitflowTM, and the first product
to contain this bioactive is the fruit juice drink, SircoTM. SircoTM, endorsed
by the charity HEART UK, was launched on schedule in major UK supermarkets in
January 2006.
We are encouraged by the steady increase in the rate of sale of SircoTM and
favourable performance benchmarks against other functional fruit juices in the
market. In Tesco, we are encouraged by the fact that SircoTM now enjoys a rate
of sale which is comparable to many more established brands.
SircoTM has been strategically important to Provexis as a demonstrable example
of the FruitflowTM technology in action and there is little doubt that launch of
the brand in the UK has facilitated global licensing discussions with major food
and beverage companies. The Directors believe a successful licensing strategy,
across foods, supplements and medical products, is central to maximising the
value from the FruitflowTM technology and I am pleased with the advanced status
of these negotiations.
We recently received notice from the American Journal of Clinical Nutrition
('AJCN') that they have accepted for publication two scientific papers which
detail the clinical efficacy of SircoTM. The AJCN is internationally recognised
as the highest ranked peer-reviewed journal in the nutrition field and this
represents a major endorsement for the technology. This development is key to
implementing an effective and credible PR campaign and over the coming months
activity in this area will be escalated.
In conjunction with the University of Liverpool and Professor Jon Rhodes, the
Company continues to develop a medical food, based on a patented extract from
the plantain banana, for the dietary management of Crohn's disease, a condition
for which there is currently no cure. We also entered into a collaboration with
a global clinical nutrition company and secured a substantial research grant
from the North West Development Agency. The product enters clinical trials, on
schedule, this summer.
Provexis continues to work closely with Plant Bioscience Limited the
intellectual property arm of The Institute of Food Research in Norwich, to
develop a functional food product enriched in cancer-protective compounds
extracted from broccoli.
The functional food sector continues to grow strongly in all major markets
worldwide and I believe that Provexis, with its evidence-based approach, is
uniquely positioned to be a significant source of innovation for the industry.
We look forward to making yet further progress during the next year.
Dawson Buck
Chairman
Management review
The Provexis business model is to develop patented extracts from food which have
clinically proven health benefits. The intention is to commercialise these
technologies in the functional food and medical food markets via a combination
of new brand development and licensing to major brand-holding food and clinical
nutrition companies.
Year's highlights
During the year ended 31 March 2006 we have made considerable progress with our
technology pipeline and, importantly, have also integrated the two businesses
following the reverse takeover of Nutrinnovator last summer.
The launch of our lead product SircoTM in the UK, on schedule in January 2006,
represented an important milestone in the Company's progress. The SircoTM
trading business is significant in its own right, but the wider ambition for the
launch was to act as a catalyst for the global commercialisation of the
underpinning FruitflowTM technology. We have made very encouraging progress in
licensing negotiations, some of which are at an advanced stage, with major food
and beverage companies.
In addition to the successful development of our lead product, the Company also
secured a US patent for the FruitflowTM technology and subsequently an Expert
Panel in the United States affirmed that the ingredient was GRAS. These are two
critical developments in realising our licensing ambitions and enabling us to
penetrate our largest target market with FruitflowTM containing products. The US
functional food market is expected to reach US$34 billion of sales by 2010.
Financial Review
Total turnover for the Group for the year ended 31 March 2006 was £267,660.
Group turnover from continuing operations was £139,972 for the year ended 31
March 2006, arising from the sale of SircoTM. SircoTM was launched in three of
the UK's supermarket chains during the first quarter of 2006. Group turnover
from discontinued operations for the year ended 31 March 2006 was £127,688.
The turnover decrease from continuing operations of 55 per cent. for the year
ended 31 March 2006 compared to the year ended 31 March 2005 was principally due
to the one-off fee of £310,000 paid by Nutrinnovator Holdings plc to Provexis
Limited in the year ended 31 March 2005 partially offset by sales from the
launch of Sirco during the fourth quarter of fiscal 2006.
The turnover decrease from discontinued operations of 57 per cent. for the year
ended 31 March 2006 compared to the year ended 31 March 2005 is due to the sale
of the Altu food bar business on 4 October 2005.
Other administration expenses for the year ended 31 March 2006 were £2,940,992
compared to £1,441,158 for the year ended 31 March 2005. The increase was due to
increased overheads for the new group following the reverse acquisition in June
2005. In addition, exceptional re-organisation costs of £119,850 have been
charged to the profit and loss account.
Operating loss before interest and taxation from continuing operations for year
ended 31 March 2006 totalled £3,346,385 compared to an operating loss of
£1,106,715. The increase in operating loss is mainly due to the decrease in
revenues for the year and the new group structure following the reverse
acquisition of Provexis Limited in June 2005. Share option compensation expense
of £455,446 was charged to the profit and loss account during the year in
connection with share options granted at exercise prices that were lower than
market price on the date of grant. Also, included in operating loss is
amortisation of goodwill arising from the reverse acquisition of Provexis
Limited in the amount of £363,264.
Operating loss before interest and taxation from discontinued operations for the
year ended 31 March 2006 totalled £172,003. The Altu food-bar business was sold
to Altu Limited, trading as Go Lower Limited in October 2005. A provision of
£32,756 was recorded in September 2005 in connection with certain write-offs
following the sale of the Altu business.
Cash at bank as at 31 March 2006 was £2,166,243 compared to £1,105,689. To
strengthen liquidity and capital resources the Company has secured a Standby
Equity Distribution Agreement with a capital provider for £3 million. Under the
agreement the Company may, at its discretion and throughout its term, sell
Ordinary shares up to the amount of £3million.
SircoTM heart health juice
During the period the industrial scale manufacturing process for the FruitflowTM
ingredient was finalised and the Company has successfully developed and launched
SircoTM, the first heart health drink to contain the active ingredient.
FruitflowTM works by reducing blood platelet aggregation, a significant
contributing factor to a thrombosis (internal blood clot) which can cause heart
attack or stroke.
SircoTM was launched during January 2006 in Tesco, Sainsbury's and Waitrose.
Since the year end Sainsbury's has de-listed SircoTM as part of its wide ranging
rationalisation of chilled juice brands reducing the distribution base. However,
the product continues to be sold in 550 Tesco stores and 120 Waitrose stores,
and we are witnessing an increasing rate of sale in both. In particular, the
steady growth of rate of sale in Tesco is encouraging and is comparable to many
of the more established brands.
Licensing of FruitflowTM technology
The Company is implementing a global licensing strategy for the FruitflowTM
technology in different areas of application ranging from food and supplements
to medical categories.
Negotiations are at an advanced stage with global food companies and further
details will be announced in due course.
Altu food bar
During the period, we completed the disposal of the Altu food-bar business in
order to focus on the core business of developing and commercialising functional
foods.
New product development
The Company entered into a collaboration agreement with a global clinical
nutrition company in order to facilitate the development of a novel medical
food, based on a patented extract from plantain, for the dietary management of
Crohn's disease. Crohn's disease is a chronic, relapsing disease of the
intestine which affects 1 in a 1000 people in the UK. The disease is incurable
and management of the condition is currently restricted to various drug regimes
and surgery. Furthermore, the Company secured a £180,000 research grant, after a
competitive pitch, from the North West Development Agency.
We continue to work closely with the technology transfer organisation of The
Institute of Food Research to develop a bioactive ingredient, sourced from
broccoli, associated with a reduced risk of developing certain types of cancer.
We are currently reviewing the relative merits of launching a new brand in the
UK followed by a global licensing strategy, or alternatively moving straight to
licensing arrangements.
The Group is eighteen months into a three year technology acquisition agreement
with Plant Bioscience Limited who continue to access their global network of 35
research institutes to find further functional food opportunities.
Outlook
In summary, we have made good progress during the period and met the milestones
that we set out to achieve at the time of our admission to AIM. The prospects
for the next twelve months are very encouraging. Most recently we have secured
another vital endorsement from the most highly regarded peer-reviewed
publication in the field of nutrition, the AJCN. This represents a major
validation of the quality of the science behind FruitflowTM.
We are delighted to announce that the single-serve 250ml version of SircoTM will
be launched this summer, on schedule, in independent health food stores and an
initial distribution base of 150 Holland and Barrett stores. We remain in
ongoing discussions with a number of retailers regarding new listings for both
the existing 1 litre and the new 250ml format.
We are currently in a very important period for the business with regard to
securing the first licensing agreement for the FruitflowTM technology and
thereby validating our business model. We remain confident of securing the first
of these arrangements in the short-term and believe that the Company is well
positioned to take advantage of the increasing global demand for functional
foods.
Stephen Franklin
Chief Executive Officer
Unaudited consolidated profit and loss account for the year ended 31 March 2006
Continuing Discontinued Continuing Discontinued
Operations Operations Total Operations Operations Total
2006 2006 2006 2005 2005 2005
Unaudited Unaudited Unaudited Audited Audited Audited
£ £ £ £ £ £
Turnover 139,972 127,688 267,660 310,000 298,667 608,667
Cost of sales (111,646) (100,091) (211,737) (246,709) (222,985) (469,964)
-------- --------- -------- -------- --------- -------
Gross profit 28,326 27,597 55,923 63,291 75,682 138,973
-------- --------- -------- -------- --------- --------
Distribution
costs (10,968) (14,299) (25,267) - (30,821) (30,821)
-------- --------- -------- -------- --------- --------
Administrative
expenses -
other (2,788,447) (152,545) (2,940,992) (664,370) (776,788) (1,441,158)
Administrative
expense -
Re-organisation
costs (119,850) - (119,850) - - -
Share option
costs (455,446) - (455,446) (505,636) - (505,636)
-------- --------- -------- -------- --------- --------
-------- --------- -------- -------- --------- --------
Total
administrative
expenses (3,363,743) (152,545) (3,516,288) (1,170,006) (776,788) (1,946,794)
-------- --------- -------- -------- --------- --------
Operating loss (3,346,385) (139,247) (3,485,632) (1,106,715) (731,927) (1,838,642)
Provision for
loss on
disposal of
discontinued
operations - (32,756) (32,756) - - -
-------- --------- -------- -------- --------- --------
(Loss) on
ordinary
activities
before
interest (3,346,385) (172,003) (3,518,388) (1,106,715) (731,927) (1,838,642)
Interest
receivable 113,918 - 113,918 34,286 - 34,286
Interest
payable and
similar
charges (6,500) - (6,500) (19,738) - (19,738)
-------- --------- -------- -------- --------- --------
(Loss) on
ordinary
activities
before and
after taxation (3,238,967) (172,003) (3,410,970) (1,092,167) (731,927) (1,824,094)
-------- --------- -------- -------- --------- --------
Loss for the
year (3,238,967) (172,003) (3,410,970) (1,092,167) (731,927) (1,824,094)
======== ========= ======== ======== ========= ========
Basic and
diluted loss
per share £(0.02) £(0.11)
======== ========
All recognised gains and losses are included in the profit and loss account.
Unaudited consolidated balance sheet at 31 March 2006
Note Unaudited Unaudited Audited Audited
2006 2006 2005 2005
£ £ £ £
Fixed assets
Intangible assets 6,902,013 -
Tangible assets 16,517 11,455
--------- ---------
6,918,530 11,455
Current assets
Stocks 17,963 47,243
Debtors 548,625 288,984
Cash at bank and in
hand 2,166,243 1,105,689
--------- ---------
2,732,831 1,441,916
Creditors: amounts
falling
Due within one year
Convertible debt - (400,000)
Other (801,763) (543,548)
--------- ---------
(801,763) (943,548)
Net current assets 1,931,068 498,368
--------- ---------
Total assets less
current
liabilities 8,849,598 509,823
Net assets 8,849,598 509,823
========= =========
Capital and reserves 3
Called up share
capital 2,500,009 332,184
Share premium account 10,444,355 1,335,192
Merger reserve 1,137,616 1,137,616
Share option reserve 808,977 420,903
Profit and loss
account (6,041,359) (2,716,073)
--------- ---------
Total shareholders'
equity 8,849,598 509,823
========= =========
Unaudited consolidated cash flow statement for the year ended 31 March 2006
Note Unaudted Unaudited Audited Audited
2006 2006 2005 2005
£ £ £ £
Net cash outflow from
operating activities
4 (2,613,709) (1,247,519)
Returns on
investments
and servicing of
finance
Interest received 119,981 25,566
Interest paid on
convertible
loan notes (6,500) (16,900)
Interest element of
finance
lease rental payments - (238)
--------- ---------
Net cash inflow from
returns on investment
and servicing of
finance 113,481 (8,428)
Capital expenditure
and
financial investment
Purchase of tangible
fixed assets (15,080) (2,282)
Acquisitions and disposals
Purchase of Provexis
Limited 646,434 -
--------- ---------
Net cash outflow
before financing (1,868,874) (1,241,373)
Financing
Issue of ordinary
share capital 3,772,019 2,025,080
Exercise of share
options 3,725 1,884
Cost of shares issues (845,694) (265,071)
Capital element of
finance lease rental
payments (622) (1,769)
Issue of convertible
loan notes - 400,000
--------- ---------
Cash inflow from
financing 2,929,428 2,160,124
========= =========
Increase in cash 5&6 1,060,554 918,751
========= =========
Notes
1 Financial Information
The financial information in this statement does not constitute the Company's
statutory accounts for the year ended 31 March 2006 but is derived from those
accounts. Statutory accounts for 2006 will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The financial
information in this statement is unaudited. The accounts have been prepared on a
going concern basis and the preliminary announcement of results for the year
ended 31 March 2006 was approved by the directors on 15 June 2006.
The Annual General Meeting of the Company will be held at the offices of Pinsent
Masons, Dashwood House, 69 Old Broad Street, London EC2M 1NR on Tuesday 29
August 2006 at 10.00 am.
2 Accounting polices
The financial information has been prepared under the historical cost convention
and in accordance with applicable accounting standards. In preparing the
financial information the Group has adopted acquisition accounting as set out in
Financial Reporting Standard (FRS) 6 'Acquisitions and Mergers'. The financial
information is presented in UK pounds as this represents the functional currency
of the Group. The following principal accounting policies have been applied:
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
Provexis plc, and its wholly-owned and majority owned subsidiary undertakings,
Provexis Nutrition Limited 100% ('PNL'), Provexis Natural Products Limited 100%
('PNP'), Provexis (IBD) Limited 75% ('IBD') and Altucea Limited 94% ('ALT'), a
dormant company all of which are incorporated in England. All entities are
referred to as the 'Group' and those operations exclusively of Provexis plc are
referred to as the 'Company'.
The acquisition method of accounting is used to consolidate the results of
purchased subsidiary undertakings in the group's financial statements.
Share based employee remuneration
When shares and share options are awarded to employees a charge is made to the
profit and loss account based on the difference between the market value of the
Company's shares at the date of grant and the option price in accordance with
UITF Abstract 17 (Revised 2003) 'Employee Share Schemes'. The credit entry for
the charge is taken to the profit and loss reserve and reported in the
reconciliation of movements in shareholder' funds.
National Insurance on Share Options
To the extant that the share price at the balance sheet date is greater than the
exercise price on options granted after 19 May 2002, provision for any National
Insurance contribution has been made based on the prevailing rate of National
Insurance. The provision is accrued over the performance period attaching to the
award.
Turnover
Turnover from sales of the Company's SircoTM product and the discontinued Altu
TM product are recognised upon delivery which is generally the time of shipment
where legal title and risk of loss is transferred to the Group's customers, and
is stated at the net invoiced value of goods supplied to customers after
deduction of value added tax where applicable.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date except that the
recognition of deferred tax assets is limited to the extent that the Group
anticipates making sufficient taxable profits in the future to absorb the
reversal of the underlying timing differences.
Deferred tax balances are not discounted.
Intangible assets
Goodwill is amortised on a straight line basis over its useful life of 15 years.
Goodwill included in the consolidated financial statements relates to the
Group's acquisition on 24 June 2005 of Provexis Limited.
Investments
Investments are held at cost less any provision for an impairment in value.
Tangible fixed assets
Tangible fixed assets are stated at cost. Depreciation is calculated on a
straight line basis so as to write off the cost less residual value of tangible
fixed assets by equal instalments over their useful economic lives as follows:
Plant, machinery and vehicles - 3 years
Fixtures, fittings and equipment - 3 years
Research and development
Expenditure on research and development is written off as incurred and includes
a proportion of salaries and other expenses relating thereto.
Stock
Stock has been valued at the lower of cost and net realisable value.
Pension costs
Contributions to the Stakeholder pension plan are charged to the profit and loss
account in the period in which they become payable.
Financial instruments
• short term debtors and creditors are not treated as financial assets
or financial liabilities (other than for currency disclosures);
• the Group does not hold or issue derivative financial instruments for
trading purposes.
Operating leases
Operating lease rentals are charged on a straight-line basis to the profit and
loss account over the term of the lease.
Impairment of long-lived assets
The carrying value of intangible assets is reviewed for impairment in value
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable.
3. Reserves
Group Share Share Profit
Premium Merger Option And loss
Account Reserve Reserve Account
£ £ £ £
At 1 April 2005 1,335,192 1,137,616 420,903 (2,716,073)
Shares issues for
acquisition
of Provexis Ltd 5,136,293 - - -
Share placing 3,101,504 - - -
Shares issued for loans
conversions 1,717,060 - - -
Share issue costs (845,694) - - -
Share option compensation
expense - - 473,758 -
Share options exercised - - (85,684) 85,684
Loss for the year - - - (3,410,970)
-------- -------- ------- --------
At 31 March 2006 10,444,355 1,137,616 808,977 (6,041,359)
========= ======== ======= ========
4. Reconciliation of operating loss to net cash outflow from operating
activities
2006 2005
£ £
Operating loss (3,485,632) (1,838,642)
Depreciation and amortisation 378,691 8,057
Decrease in stocks 29,280 14,648
Increase in debtors (198,820) (223,040)
Increase in creditors 189,014 327,225
Share option compensation (UITF 17) 473,758 464,233
-------- --------
Net cash outflow from operating activities (2,613,709) (1,247,519)
======== ========
5. Reconciliation of net cash inflow to movement in net funds
2006 2005
£ £
Increase in cash in the year 1,060,554 918,751
Decrease (increase) in debt 400,000 (398,231)
-------- --------
Change in net funds resulting from cash flows 1,460,554 520,520
-------- --------
Net funds at beginning of year 705,689 184,547
-------- --------
Net funds at end of year 2,166,243 705,067
======== ========
6. Analysis of net funds
At At
1 April Cash 31 March
2005 Flow 2006
£ £ £
Cash at bank and in hand 1,105,689 1,060,554 2,166,243
Obligations under finance leases (622) 622 -
Convertible loan notes (400,000) 400,000 -
-------- -------- --------
Total 705,067 1,461,176 2,166,243
-------- -------- --------
This information is provided by RNS
The company news service from the London Stock Exchange