25th Oct 2006 12:33
Coburg Group PLC25 October 2006 COBURG GROUP PLC ("Coburg" or the "Company") Results for the year ended 30 April 2006. CHAIRMAN'S STATEMENT Overview The Board continues to be aware of the difficulties the Group faces but isencouraged that the difficult decisions it has taken over the last years arestarting to show results in the performance of the business. The year's figures include one-off exceptional costs of £152,000. Redundancy andfixed asset write downs of £102,000 were incurred in October 2005 whilst at theyear end the Group wrote down a further £50,000, predominantly of goodwill.These write offs concluded the final phase of the Company's restructuringprogramme. When excluding these one-off expenses the Group Operating Loss for the year was£248,000 as opposed to £380,000 for the previous year. The second half loss was£118,000 as opposed to £147,000 in 2005. The Group's turnover has grown from £1.836m in 2002 to £3.183m in 2006 - anincrease of almost 75%. This growth has come through a sales and marketingstrategy built around high quality coffee roasting at our plant in Woolwich. Our list of customers continues to grow and we are encouraged, in particular,with the growth of Caffe Nero whose espresso coffee we supply exclusively. Theycontinue to thrive and progress within the UK coffee house sector. In June2006, they had 262 stores and continue to open approximately one new store perweek. At the end of the year, we purchased the business of Aroma Coffee Limited, whichspecialises in the office sector. This fits well with our existing Citifilterbusiness and we see opportunities to exploit this sector further. Current Trading The first half of the Group's financial year is generally the slower of the two,as much of the Group's sales are in the second half run up to Christmas. Trading was generally encouraging in April to June however our sales have beenlower than forecast in July to September. We suspect that this is due to themove away from hot coffee to chilled drinks during an extremely hot July, goodAugust and very warm September. Future Developments and Prospects The Group's objective remains to move towards sustainable profitability. Our strategy remains organic growth of both our own label business and brandedRizzi and Langdons products. We continue to look at making acquisitions that canbe integrated into the business but will only do so at a price that adds valueto the company. You will notice that your Board is asking for permission at the AGM to amend theCompany's Articles of Association to allow it to communicate through electronicmeans to those shareholders who wish to receive their communications in thisway. We feel that this power will allow the Group to communicate quicker and ina more environmentally friendly manner and urge you to support the amendment. Finally, I would like to thank all our staff who continue to work extremely hardto make Coburg successful. With the option scheme we put in place during theyear, this is their Group too and this is reflected in their commitment to thebusiness. Alistair SummersChairman20th October 2006 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 APRIL 2006 2006 2005 £000 £000Turnover Continuing operations 3,175 2,874Acquisitions 8 - -------- --------Total turnover 3,183 2,874 Cost of sales (1,811) (1,577) -------- --------Gross profit 1,372 1,297 Distribution and selling costs (549) (495)Administrative costs (1,224) (1,182) -------- --------Operating (loss) / profit Continuing operations (404) (380)Acquisitions 3 - -------- --------Group operating loss (401) (380) (Loss)/Profit on sale of fixed assets in continuing operations (13) 1 -------- --------Loss on ordinary activities before interest (414) (379) Interest payable (20) (17) -------- --------Loss on ordinary activities before taxation (434) (396) Taxation - - -------- --------Loss on ordinary activities after taxation (434) (396) Equity minority interests - (1) -------- --------Loss retained for the financial year (434) (397) -------- --------Loss per share in pence - basic and diluted (2.06) (1.88) There are no recognised gains or losses in either the current or previousfinancial years other than the profits and losses disclosed in the profit andloss account. Accordingly no statement of total recognised gains and losses hasbeen prepared. CONSOLIDATED BALANCE SHEET AS AT 30 APRIL 2006 2006 2005 £000 £000 £000 £000Fixed assetsTangible assets 508 593Intangible assets 211 317 -------- -------- 719 910Current assetsStocks 233 193Debtors 600 551Cash at bank and in hand - 26 -------- -------- 833 770Creditors: amounts falling due within one year (754) (924) -------- -------- Net current assets/(liabilities) 79 (154) -------- --------Total assets less current liabilities 798 756 Creditors: amounts falling dueafter more than one year (131) (87) Minority InterestsEquity minority interests (10) (10) -------- --------Net assets 657 659 -------- -------- Capital and reservesCalled up share capital 1,190 830Share premium account 418 346Other reserves 428 428Profit and loss account (1,379) (945) -------- --------Equity shareholders' funds 657 659 -------- -------- Approved by the board of directors on 20th October 2006 and signed on its behalfby A. G. Summers, Director and C. W. Birkle, Director. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 APRIL 2006 2006 2005 £000 £000 £000 £000Net cash outflowOperating activities (438) (98) Returns on investment andservicing of finance Interest paid (20) (17) --------- -------- (20) (17)Capital expenditure and financial investmentPurchase of tangible assets (98) (142)Purchase of intangibles (65) -Sale of tangible fixed assets 32 25 --------- -------- (131) (117) -------- --------Net cash outflow before financing (589) (232) FinancingProceeds of ordinary share issue 432 -Net increase/(decrease) in borrowings 46 (14) -------- --------Net cash inflow/(outflow) from financing 478 (14) -------- --------Decrease in cash duringthe year (111) (246) -------- -------- Notes to consolidated cash flow statement for the year ended 30 April 2006 2006 2005 £000 £000Operating loss (401) (380)Depreciation 139 119Amortisation and impairment of goodwill 171 43(Increase)/Decrease in stocks (40) 36Increase in debtors (49) (79)(Decrease)/Increase in creditors (258) 163 -------- --------Net cash outflow from operating activities (438) (98) -------- -------- Analysis of net funds At 1st May Other non At 30th April 2005 Cash Flow cash changes 2006 £000 £000 £000 £000Cash at bank and in hand 26 (26) - -Bank overdrafts (94) (85) - (179)Net obligations under finance leasesand hire purchase agreements (126) 58 - (68) ------- -------- -------- -------- (194) (53) - (247) ------- -------- -------- -------- Reconciliation of net cash flow to movement in net debt 2006 2005 £000 £000Decrease in cash in the period (111) (246)Cash outflow from movement in debt and lease financing 58 44 -------- --------Change in net debt resulting from cash flows (53) (202)New finance lease and hire purchase obligations - (30) -------- --------Movement in net debt in the period (53) (232)Opening net debt (194) 38 -------- --------Closing net debt (247) (194) -------- -------- Notes to the financial statements 1 Loss per share for the year ended 30th April 2006 is calculated on theconsolidated loss on ordinary activities after tax of £434,000, divided by21,109,161, this being the weighted average number of ordinary shares in issueduring the year. The earnings per share for the year ended 30th April 2005 hasbeen restated to reflect the share issue during the year, per note 17 of theannual report and accounts, and is calculated on the consolidated loss onordinary activities after tax of £397,000 divided by 21,109,161 being theweighted average number of shares in issue during the year. 2 The results have been prepared on the basis of the accounting policies asstated in the previous year's financial statements. 3 The financial information set out in the preliminary announcement does notconstitute the Company's statutory accounts for the year ended 30th April 2006or 30th April 2005, but this is derived from those accounts. Statutory accountsfor the year ended 30th April 2005 have been delivered to the Registrar ofCompanies and those for the year ended 30th April 2006 will be deliveredfollowing the Company's annual general meeting. The auditors have reported onthose accounts; their reports were unqualified and did not contain statementsunder S237 (2) or (3) Companies Act 1985. 4 Copies of the annual report and accounts will be posted to shareholders on31st October 2006 and will be made available to the public at Unit 3, HarringtonWay, Warspite Road, Woolwich, London SE18 5NU until the Annual General Meetingof the Company which is due to take place on 5th December 2006 at the sameaddress, notice of which is set out below. Notice of Annual General MeetingAnnual General Meeting This Notice convenes the Annual General Meeting of the company to be held atUnit 3 Harrington Way, Warspite Road, Woolwich, London SE18 5NU for 10.30am on5th December 2006 at which the following resolutions will be proposed asOrdinary and Special Resolutions: Ordinary Business ORDINARY RESOLUTIONS 1. To receive the company's annual accounts for the financial statements for the year ended 30th April 2006 together with the last directors' report, the last directors' remuneration report and the auditors' report on those accounts. 2. To re-appoint Rory Forrester as a director who retires by rotation. 3. To re-appoint Robin Hendy as a director who retires by rotation. 4. To re-appoint FW Stephens as auditors of the company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the company at a remuneration to be determined by the directors. Special Business To consider and if thought fit pass the following resolutions as OrdinaryResolutions: 5. To approve the directors' remuneration report for the financial year ended 30th April 2006. 6. THAT in substitution for all existing authorities to the extent unused the directors be and they are generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 ("the Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section): (a) up to an aggregate nominal amount of £250,000 for cash; and(b) up to an aggregate nominal amount of £600,000 where such securities form the whole or part of the consideration for the acquisition of any other company; provided this authority shall expire at the conclusion of the next AnnualGeneral Meeting of the Company after the passing of this resolution save thatthe directors may allot relevant securities pursuant to an offer or agreementmade by the Company on or before that date as if such authority had not expired. SPECIAL RESOLUTIONS To consider and if thought fit pass the following resolutions as SpecialResolutions: 7. THAT in substitution for all existing authorities to the extent unused, and subject to the passing of the previous resolution the directors be generally empowered pursuant to Section 95 of the Act to allot equity securities (within the meaning of Section 94(2) of the Act) pursuant to the authority conferred by the above resolution as if Section 89(1) of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities: (i) in connection with a rights issue or other pre-emptive share issue in favour of ordinary shareholders where the securities respectively attributable to the interest of all ordinary shareholders are proportionate (as nearly may be) to the respective number of ordinary shares held by them but subject to such exclusions or arrangements as the directors may deem necessary or expedient to deal with fractional entitlements arising or any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or exchange or otherwise; and (ii)otherwise than pursuant to sub-paragraph (a) above for cash up to an aggregate nominal value of £250,000; provided this authority shall expire at the conclusion of the next AnnualGeneral Meeting of the Company after the passing of this resolution save thatthe directors may allot relevant securities pursuant to an offer or agreementmade by the Company on or before that date as if such authority had not expired. 8. THAT the Articles of Association of the Company be amended in the following manner: By the insertion of a new Article 153 as follows and the re-numbering ofexisting Articles 153 and 154 as 154 and 155 respectively: 153 ELECTRONIC COMMUNICATIONS 153(A) Any shareholder may notify the Company of an address to which the Companymay send electronic communications and having done so the shareholder shall betreated as having agreed to receive notices and other documents from the Companyby electronic means. 153(B) If a shareholder notifies the Company of their e-mail address the Companymay send the shareholder the notice or other document by: (i) publishing the notice or other document on a website and (ii) notifying the shareholder by e-mail that the notice or other document has been published on the website. The Company must also specify the address of the website on which it has been published, the place on the website where the notice may be accessed and how it may be accessed. If the notice relates to a shareholders meeting the Company must also state: (iii) that the notice concerns a notice of a shareholders meeting served in accordance with the Companies Act 1985; (iv) the place,, date and time of the shareholders meeting; (v) whether the shareholders meeting is to be an Annual General Meeting or an Extraordinary General Meeting; and (vi) all other information which is required by any laws which apply. 153(C) Any amendment or revocation of a notification given to the Company underthis Article shall only take effect in writing signed by the shareholder and onactual receipt by the Company of the amendment or revocation. 153(D) An electronic communication shall not be treated as having been receivedby the Company if it is rejected by computer virus protection arrangements. Registered office:Unit 3 Harrington Way By order of the BoardWarspite Road C BirkleWoolwich Managing DirectorLondon SE18 5NU 20th October 2006 END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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