REG - Chill Brands Group - Final Results for the year to 31 March 2022
30/09/2022 07:45
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RNS Number : 3155B Chill Brands Group PLC 30 September 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED BY REGULATION 11 OF THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
30 September 2022
Chill Brands Group plc
("Chill Brands" or the "Company")
Final Results for the year to 31 March 2022
Chill Brands Group, the international consumer packaged goods company, is
pleased to announce its final results and the publication of its audited
annual report and accounts for the year to 31 March 2022 (the "Annual
Report"). A copy of the Annual Report has been published on the Company's
website, https://chillbrandsgroup.com (https://chillbrandsgroup.com) , in
accordance with its articles of association, and can also be viewed through
the link below.
http://www.rns-pdf.londonstockexchange.com/rns/3155B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3155B_1-2022-9-30.pdf)
Key extracts from the Annual Report can be viewed below.
-ENDS-
About Chill Brands Group
Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international company
concerned with the development, production, and distribution of best-in-class
hemp-derived CBD products, tobacco alternatives and other consumer packaged
goods (CPG) products. The Company operates primarily in the US, where its
products are distributed online and via some of the nation's most recognisable
convenience retail outlets. The Group's strategy is anchored around lifestyle
marketing that is designed to enhance the popularity of its products,
channelling visitors to its landmark chill.com website.
Publication on website
A copy of this announcement is also available on the Group's website at
(http://www.chillbrandsgroup.com/) http://www.chillbrandsgroup.com
(http://www.chillbrandsgroup.com/)
Media enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com
Allenby Capital Limited (Financial Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss/Nick Naylor (Corporate Finance)
Kelly Gardiner (Equity Sales)
Chief Executive's Review and Strategic Report
Introduction
I am pleased to present the Group's results for the financial year ended 31
March 2022 ("FY22"). After what has been an undeniably difficult period for
Chill Brands, now is a time for reflection and change with a view to
positioning the Group as an agile business with many factors to set us apart
from our competitors.
Both as a result of shifting strategies and changing market conditions, this
period has been transformational. The Group has emerged into the new financial
year as an ambitious contender within the pharmaceuticals sector of the
Standard List with aspirations to establish itself as a leading supplier of
natural, functional consumer products.
The difficulties encountered by the Group during the financial year were laid
bare by the fundraising activity announced in late April 2022. Complex
distribution arrangements and a flawed operating model made it difficult for
the Group to deliver on the levels of growth that management had hoped for. In
particular, financial and logistical constraints meant that it was not
possible to continue pursuing a swift and aggressive rollout of products to US
retail stores. Many of those stores that were activated failed to generate
consistent product sales as a result of challenging market conditions in
combination with a deficient sales support program.
Since the end of the period in review, the Group has taken strides to reduce
spending and address issues with its distribution model. Marketing schemes
that did not yield consistent results have been replaced with strategies that
are intended to provide a firm foundation for growth, with an emphasis on
reaffirming the position of the Group's products within the retail
environment. Our continuing base of activity can now be broadly categorised as
brand building on a budget, where it is understood that each penny spent must
push us closer to self-sufficiency.
Before providing more specific commentary on the Group's financial performance
and operations, I would like to take this opportunity to outline some of the
key events that characterised the Group's financial year.
A Digital Home for Chill
In June 2021, the Group entered into an agreement to acquire the Chill.com
domain name for $1,600,000. As of 31 March 2022, $800,000 had been paid with
the remaining balance of $800,000 (£594,199) being paid on 9 June 2022. In
purchasing this domain, the Group started the journey to becoming a digitally
native business with the opportunity to establish a world-class online
destination for the functional products and relaxed, 'Chill' lifestyle that we
promote.
As an intangible asset, it is understandable that many question the value of
this web domain despite its commonality with other domains that have
previously been bought and sold for significantly more. In the case of
Chill.com, it is our belief that we have acquired a highly advantageous anchor
for the Chill brand that provides the Group with a platform from which to
grow.
An iconic and memorable name is the cornerstone of effective branding. In
Chill.com we have a monosyllabic, easy to spell, and near-unforgettable online
home that has already started to attract thousands of monthly visitors with
traffic, conversions, and repeat purchases trending continuously upwards since
acquisition. Given these attributes, the Group's management has designated
Chill.com as an asset of exceptional commercial value with a long lifespan of
25 years. In making this decision, the Group has considered the value ascribed
to other comparable domains, the perceived value of the Chill.com domain to
its eponymous brand, and the potential to release additional financial value
upon any future sale of this digital asset.
Many of our future commercial efforts and investments will be focused on
developing Chill.com as the centerpiece of our digital strategy. Where in the
past the Group has pursued a wide range of sponsorship deals and other
big-ticket campaigns, it is important not to allow basic marketing principles
to go unserviced. Greater attention will therefore be paid to search engine
optimisation (SEO), brand consistency, and the targeting of relevant customers
going forward.
Marketing Activities
In concert with the acquisition and development of Chill.com, FY22 saw more
investment in the expansion of Chill's brand than during any prior period.
Through strategic partnerships and relationship building, the Group activated
sporting properties to advertise our products and engaged with affiliate
marketers to develop a wider social media presence.
Despite surprising some members of the UK investment community, the Group's
sponsorship of ambassadors in the Western Heritage and rodeo space provided a
connection to one of the most prolific demographics for tobacco chew pouch use
in the United States. Access to users of tobacco chew pouches provided the
Group with the opportunity to market our tobacco-alternative products to
relevant consumers while introducing our brand to the Western Heritage
community at the grassroots level. These efforts were aided significantly by
the performance of our athletic ambassadors, most notably Creek Young who
finished the season fifth in the World Rankings and as PRCA Bull Riding Rookie
of the Year.
The period also saw the Group sponsor the US Major Arena Soccer League (MASL)
which provided an additional opportunity to improve brand recognition and
market our CBD products as a natural way to unwind after rigorous sporting
activity. This partnership saw Chill brand assets applied to hoardings, kits,
and stadium fixtures not only in the MASL, but also to other sporting
properties including the Connecticut Whale - a popular team within the US
Premier Hockey Federation. Once again, our strategy of supporting sports
communities in their infancy prevailed as the MASL season closed with the
establishment of a franchise team by all-time great Ronaldinho which attracted
significant attention to the league and, by extension, to Chill.
While the aforementioned sporting sponsorships aided brand recognition within
certain subsets of US consumers, they did not ultimately yield any significant
measurable return by way of product sales. Going forward, the Company will
seek to pursue less costly strategies that are targeted at those consumers who
are statistically most likely to engage with our brands and purchase our
products.
During the period, the Group expanded its online marketing activities whilst
operating within the strict rules set by the major social media platforms in
respect of products containing CBD and other such compounds. In order to
extend its online reach, the Group has partnered with over 200 sites and
online groups as part of an extensive affiliate marketing program. Adopting
the same 'grassroots' strategy as seen in its sporting properties, the Group
has sought to create an organic following through relationships with
micro-influencers who create authentic content that is relevant to, and well
received by, key target demographics.
Having spoken so much about the potential of the Chill brand during the past
few years, it is only right that we exhaust every opportunity to deliver it to
the widest possible group of consumers through effective marketing. These
efforts will continue and indeed multiply as the months go on.
Steady Growth of Retail Distribution
Until a recent pivot in focus to digital sales channels, most of the Group's
commercial activities related to bricks and mortar retail stores.
During the year in review, sales into the convenience store channel via the
Group's master distributor remained the primary revenue generator for the
business. Despite the Group having now climbed back from an initially planned
rollout to around 10,000 stores, FY22 saw Chill products reach the doors and
counters of more than 2,000 individual retail outlets in various regions
throughout the United States.
While our physical footprint is now substantially higher with product making
an initial entrance to more than 1,500 stores during the financial period
(2021: 500), it is important to note that the performance of Chill products
has not been consistent across all stores. At the time of publication, our
time and resources in this channel are allocated to a core group of around 500
locations. These are representative of our best stores, and we will seek to
replicate their performance across any and all future retail activations.
Following the end of the financial year, the Group terminated its distribution
agreement with Ox Distributing. By ending their master distributor status the
Group intends to simplify its distribution operations and its approach to
revenue generation and recognition. Going forward, sales into the physical
retail channel will be made to distribution agents closer to the final
customer or to retail stores themselves. It is expected that this will provide
the Group with better oversight of its retail operations and the performance
of its products within retail locations.
Fulfilment Innovation
In line with these changes to our operating model and commercial strategy, the
Group engaged with Fabric - an innovative product fulfilment company providing
state-of-the-art pick and pack services from centres across the United States.
As part of this agreement, Chill products entered Fabric's Dallas facility
from which they are dispatched to all consumers ordering via Chill.com. Going
forward, the Group's products will enter other fulfilment centres across the
United States as the Chill.com platform furnishes us with sales data. This
approach facilitates the rapid delivery of Chill products to consumers across
the country, ensuring that we are able to provide an exemplary customer
experience that is befitting of a premier e-commerce brand.
Regulatory Challenges
In September 2021, the Group announced the planned launch of a range of
synthetic nicotine chew pouches. These products were intended to position the
Group as a direct competitor to major tobacco companies, providing an
attractive alternative to more traditional tobacco-derived oral tobacco.
Despite international logistical issues causing a delay to the intended launch
date, Chill tobacco-free nicotine pouches made a market debut in December
2021.
At the time of their launch, Chill tobacco-free nicotine pouches were not
subject to the same regulations or restrictions as regular tobacco products.
In March 2022, however, a federal funding bill that amended the definition of
"tobacco product" was passed by the US Congress. This statutory change gave
the US Food and Drug Administration (FDA) authority over synthetic nicotine
and brought the Company's new product line within the scope of tobacco
regulations.
As a result of these changes, manufacturers and marketers of synthetic
nicotine products must now submit Premarket Tobacco Applications (a "PMTA")
for their products to legally remain on sale. Following an extensive
consultation process, it was determined that the Group would need to incur
significant costs in excess of US $1.5 million in order to obtain the
necessary regulatory approvals for the continued sale of its synthetic
nicotine range. Such an expense was not deemed to be commercially viable and
so the decision was made that the Group would not continue with the
development of tobacco-free nicotine products. The Group continues to work
with its network of brokers to sell the remaining inventory of synthetic
nicotine products, however provisions have been made for a decline in the
value of the remaining tobacco-free nicotine products within this report of
accounts.
The discontinuation of Chill's range of synthetic nicotine products so soon
after its launch underscores the challenges of operating in an uncertain
regulatory environment. Now more than ever, it is important for the Group to
take a well-considered and deliberate approach to all the activities it
engages in to ensure full compliance and the best possible understanding of
the market landscape.
Following the decision to bring an end to the Chill line of synthetic nicotine
products, the Group's efforts have been firmly refocused around CBD and the
commercialization of holistic wellness products and more recreational tobacco
alternatives.
Building a Brand for the Future
Looking to the months ahead, I firmly believe that the Group is now in strong
position to move forward as an agile consumer packaged goods competitor with
many unique advantages. Chief among these is the brand and community that we
are building, both with our customers and investors.
Since the end of FY22, we have been working to eliminate costs and sharpen our
operating model to ensure we are able to maximise the impact of available
funds while seeking new revenue generation opportunities through both our
digital and physical retail channels.
It is important that we recognise past mistakes and failures while looking to
the future with enthusiasm. We have the opportunity to create lasting brands
and products that resonate with consumers and produce recurring revenues.
Nobody should be in any doubt as to the challenges ahead and it takes a
substantial amount of time, investment, and effort to elevate consumer brands
into the consciousness of consumers and ultimately profitability. With that
being said, we are confident that our brands have what it takes to excel and
we are determined to demonstrate their potential no matter how challenging the
route to success may be.
Against the backdrop of trying market conditions and a changing consumer
landscape, it is our aim to diversify and differentiate Chill Brands Group for
the benefit of all stakeholders. I am grateful to the Group's shareholders for
their ongoing support and look forward to an exciting and fruitful year ahead.
Callum Sommerton
Chief Executive Officer - Chill Brands Group PLC
Chief Executive's Financial Review
During the period the Group increased its physical retail footprint and
enjoyed a gradual increase in online sales made predominantly via the
Chill.com website. The Group recorded revenues, net of promotional discounts
of £624,187, up 95% from the prior year (2021: £320,875). It is important to
note that £447,814 of this revenue is due to an agreement with Ox
Distributing, LLC, a related party. See further discussion of this in the
revenue section below on page 8.
The Group's financial performance was adversely affected by the high cost of
slotting fees, promotional activities, and logistics which elevated the cost
of goods sold. Significant promotional discounts were also offered in
combination with free sample products in order to facilitate the entry of
Chill products into select retail locations. Combined with the lower margins
achieved on sales to distributors amongst other factors, this ultimately led
to the Group incurring a gross loss.
In addition to the above, the Group incurred significant non-cash costs
relating to the issue of shares such as those issued to the Major Arena Soccer
League (MASL) for marketing services and the share options issued to Viridian
Capital Advisors LLC for strategic advisory services. The Group also
incurred cash costs in respect of acquiring rights to the Chill.com domain, in
launching new product categories, and in expanding its retail distribution
network.
Key Developments
On 4 May 2021, the Group announced that it had raised £6,000,000 through an
oversubscribed subscription round for 10,000,000 new shares of 1 pence each at
a price of 60 pence per Ordinary Share. The net proceeds of that subscription
round were used in part to settle an outstanding termination fee for a prior
finance agreement with LDA Capital. The termination fee for the LDA Capital
finance agreement totaled £1,200,000, a liability that was settled shortly
after the 4 May 2021 and recognised in the prior year accounts.
In July, the Group announced that it had signed a contract to acquire the
Chill.com domain name. The total purchase price was £1,226,119 ($1,600,000
cash paid) of which the Group had paid half by the close of the Financial
Year. Alongside this acquisition, the Group invested heavily in the
development of the Chill.com website while further efforts were made to
redesign and redevelop the Zoetic website.
Following efforts during prior reporting periods, the vast majority of the
Group's legacy natural resources assets were closed or divested during the
financial year or shortly thereafter. Through a cautious and well-considered
approach to the winding down of its activities in the natural resources space,
the Group is now solely focused on its consumer packaged goods business and
has not incurred any significant financial liabilities in respect of its
previous operations.
In December 2021, the Group announced its sponsorship of the Major Arena
Soccer League (MASL). This marketing deal saw Chill products and logos
advertised to thousands of fans and many more online followers, both of MASL
and of the Connecticut Whale women's hockey team. The cost of the sponsorship
package included equity-based remuneration totalling 500,000 ordinary shares
of 1 pence in addition to further cash costs.
In its Half-Year Report for the period ending 30 September 2021, the Group
announced that it had entered into a related party agreement with Ox
Distributing LLC - its master distributor and a major shareholder. The
agreement provided extended payment terms to Ox Distributing to provide them
with additional time to sell Chill products and release funds for payment
following logistical delays and challenges within the retail distribution
environment. More specifically, Ox placed a large order for Chill products
during the financial year for the forecasted activation of new convenience
store locations in line with the Group's existing agreements with large
distribution partners. In ordinary circumstances, the Group would have
received numerous smaller payments in respect of retailer orders, however
logistical issues delayed delivery of products to Ox and the Group could not
therefore meet its contractual performance obligations until a later date. As
a result of this, a significant balance fell due to the Group on the eventual
delivery of products to Ox. The Group entered into the extended credit terms
agreement with Ox to provide them with an adequate opportunity to sell the
delayed products downstream to distributors and generate funds with which to
settle the outstanding liability to Chill. This resulted in a large one-off
revenue generation event as the full value of the credit provided to Ox was
recognised and recorded. Given that the majority of revenue generated during
the financial period can be attributed to this sale and transfer of products
to Ox, it cannot be said that the year in review was one of extensive
financial growth as the Group did not make significant sales to downstream
distributors or retailers on its own behalf.
Following the end of the financial period, work has continued to establish a
more effective revenue model. The agreement appointing Ox as the Group's
master distributor was terminated during May 2022, however they continue to
pay all outstanding balances as they fall due under the aforementioned
extended credit terms. The Group is now focused on establishing and extending
direct relationships with retail and distribution partners that will enable it
to take a more conventional path to generating revenues from product sales.
During the period, the Group launched a new range of synthetic nicotine
products under the commercial name 'Tobacco Free Nicotine' or 'TFN'. As
discussed elsewhere in this report, the US Congress legislated during March
2022 to regulate all forms of nicotine in the same way as tobacco. As a result
of this regulatory change, manufacturers and markets of synthetic nicotine
products must now submit a premarket tobacco application (PMTA) in order for
their products to remain on sale in the US. While the Group has submitted a
PMTA in respect of its TFN products, the cost of pursuing the application
through to completion may be prohibitively expensive and so there is no
guarantee that the Group's synthetic nicotine products will be able to remain
on sale. In light of this, the Group's financial reports include an obsolete
inventory expense that effectively reduces the retail value of the remaining
synthetic nicotine inventory by 80%. It is hoped that the remaining 20% can be
sold either at a discount or to alternative distributors in jurisdictions
where comparable regulations do not apply.
Following the end of the period, on 26 April 2022 the Group announced that it
had conditionally raised £3,500,000 (before costs) from new and existing
investors through fundraising consisting of two parts. The first part was by
means of Subscription for 29,166,699 new ordinary shares of 1 pence each at a
price of 2 pence each. The second part comprised convertible loan notes of 2
pence each with an aggregate value of £2,916,670 which will convert
automatically on the publication of a prospectus or the passing of legislation
that means a prospectus is no longer required. Shareholder approval was sought
and gained at a General Meeting held on 12 May 2022, where all resolutions
were duly passed.
Further to the aforementioned fundraising, the Group announced its intention
to issue an Open Offer to enable long-term shareholders to participate on
equivalent terms. As announced on 17 June 2022, the Open Offer raised a total
of £212,201 (before expenses).
Although the Group recorded a loss after taxation of £5,572,324, this figure
is comparable with the previous reporting period net of non-cash share
expenses for options granted totaling £3,437,163 (2021: £1,410,268). This
included the granting of options for 10,391,432 shares to Viridian Capital
Advisors LLC. Going forward, the Group's Board of Directors intends to reduce
operational costs while seeking to scale both retail and digital channels with
the expectation of improved sales.
In preparing these financial statements, it has been determined that a
significant balance of loans to the Group's subsidiaries (totaling GBP
£9,299,301) should be written off. Since its inception, the Group has raised
funds in the UK but incurred the majority of its costs in the US where its
operational subsidiaries are incorporated. Transfers of funds from the UK bank
accounts of Chill Brands Group PLC to the US accounts of its subsidiaries are
recorded as intra-group loans. The total balance written off is reflective of
funds transferred to these operational entities over a period of several
years. While the Group's management anticipates that its financial performance
will improve over time, it is expected that revenues will be reinvested back
into the company to facilitate further growth for the foreseeable future. It
is not considered appropriate to plan for repayment of sums invested into the
Group's subsidiaries to the parent company at this time. As a result of this,
the balance of funds paid from Chill Brands Group PLC to its subsidiaries has
been written off.
Revenue
The Group recorded revenues, net of promotional discounts of £624,187. These
were largely derived from sales of products into the retail channel to Ox
Distributing, a related party which made onward sales to distribution partners
and retailers. While this represents an increase of 95% as compared to
revenues generated during the previous reporting period, it is not reflective
of sustained repeat sales to retailers as explained in the 'Key Developments'
section of this Financial Review. The Group did not generate revenue from any
of its remaining natural resources assets during the year.
Going forward, the Group's revenues will continue to center around consumer
sales into the digital and physical retail channels. It is expected that sales
will increase gradually over time as the Group refines its retail sales model
and scales its online marketing activities.
In its Mid-Year Financial Report for the six-month period to 30 September
2021, the Group reported revenues of £1,073,872. This value largely comprised
the value of the related party agreement promissory note entered into by the
Group with Ox Distributing LLC.
The sales made to Ox Distributing (in respect of which the Group extended its
credit terms) were based on product requirements for projected store counts in
line with the Group's major distribution relationships with AATAC and other
organisations. As a result of supply chain and logistics issues, shipments to
these stores were delayed and the Group subsequently determined that it was
not financially equipped for the widespread activation of additional
convenience stores.
While Ox Distributing continues to pay all sums owed under the related party
agreement, the value of the note has been reduced in line with promotional
offers and free fills provided to retailers as part of the Group's rollout
strategy. These promotional offers and free product fill initiatives are an
established feature of the consumer packaged goods landscape and in many cases
are a condition of entering new stores to enable operators to trial products.
The Group's decision to modify its operating model and pivot towards the
digital retail channel was partly based on the major expense incurred as a
result of these standard practices.
As a result of the above, the Group was only able to recognize £624,187 of
revenue for the full financial period, a reduction of £447,814 from the
figure recorded in the Group's Half-Year report.
Expenditure
During the period, the Group's expenditure increased as compared to the last
full financial year. Additional cash costs related to advisory agreements,
securing intellectual property rights including those over the Chill.com
domain, and launching the synthetic nicotine product category.
The Group also incurred very substantial legal costs in relation to ongoing
regulatory matters in relation to the legality and marketing of CBD products,
restrictions relating to synthetic nicotine products, and the Group's
corporate rebrand exercise from Zoetic International to Chill Brands Group
PLC. These, along with costs relating to the Group's London Stock Exchange
listing, represent a significant portion of its ongoing costs base.
In addition to cash costs and those relating to share-based awards, the
Company also incurred additional costs in respect of providing free sample
products to retail stores upon entry into new locations, and in respect of
increased shipping and logistics costs.
Liquidity, Cash and Cash Equivalents
At the year end, the Group held £420,045 at the bank (2021: £333,176).
Funding and Going Concern
During the year the Group was financially sustained by funding obtained
through an oversubscribed subscription round for 10,000,000 new ordinary
shares of 1 pence each at a price of 60 pence per share.
In May 2022, the Group received shareholder approval for fundraising activity
that raised a total of £3,500,000 before costs through a combination of
subscription shares at 2 pence per share and through convertible loan notes of
2 pence each with an aggregate value of £2,916,670 which will convert
automatically on the publication of a prospectus or the passing of legislation
that means a prospectus is no longer required. The loan note aspect of the
fundraising activity was made necessary by the Group's listing rules which
limited the Board's ability to issue subscription shares to that value.
Further funds were raised from an Open Offer to the Group's long-term
shareholders totaling £212,201before costs.
It is the intention of the Directors to substantially reduce the Group's
expenditure by limiting monthly retainer fees and implementing strict standard
operating procedures to ensure that funds spent are directed towards
revenue-generating activities.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Further details are given in Note 2.2 to the Financial Statements and in the
Directors' Report. For this reason, the Directors continue to adopt the going
concern basis in preparing the financial statements.
The Directors have also considered the recoverability of loans made from Chill
Brands Group PLC to its subsidiaries. Given the that the Group's subsidiaries
have a continuing need for capital investment and support, the Directors do
not believe it is appropriate to plan for a repayment of these intra-company
loans at this time. As a result of this, the balance of loans made by Chill
Brands Group PLC to its subsidiary companies has been written off as discussed
elsewhere in the 'Key Developments' section of this Financial Review.
Based on the considerations above, the Directors consider the Group to be a
going concern.
Chief Executive's Review and Strategic Report- Our Operating Model
The Group's primary focus is the sale of consumer packaged goods that contain
functional, natural compounds like cannabidiol (CBD). Sales are made both
online and via bricks and mortar retail locations.
Those who have followed the Group for some time will be aware that its
strategy has changed on a number of occasions. This has been due in part to
the nature of the retail landscape, which is rapidly evolving, particularly
for products containing cannabinoids which are highly regulated and subject to
intense scrutiny. It was only in 2018 that the Agriculture Improvement Act
legalized the farming of industrial hemp in the United States, making way for
businesses to commence the legal marketing of CBD products. The Group was an
early entrant to this emerging industry and continues to seek opportunities
for diversification and differentiation that will set it apart from its
competitors.
During the year in review, the Group embarked on an ambitious retail rollout
schedule but encountered both logistical and other challenges that prompted
the Board to pivot towards a digital-led sales model. It is expected that this
new approach will prove to be effective during the current financial year as
the Group seeks to build out the revenue generating capabilities of its
landmark Chill.com domain.
Product Focus
The Group's existing range of products can be categorised into two categories,
namely tobacco alternatives and wellness products. While the products are
within two categories, the products are considered to be one segment as they
are both analysed in total as the products are both marketed and sold to the
same end user.
CBD Tobacco Alternative Products
In the United States the Group sells its Chill brand CBD chew pouches. While
they cannot legally be pitched as a licensed smoking or tobacco cessation
product, the pouches are marketed as an alternative to the 'dip' or 'chew'
pouches that are popular among many users of traditional tobacco products.
The Group also sells a unique line of herbal cigarettes that are infused with
CBD using a proprietary method. As with the pouch products, the cigarettes
cannot be marketed directly as a smoking cessation product however they are
used by many smokers while also supporting a recreational use case. The mint
variety of the smokes have proven to be particularly popular in regions where
traditional menthol tobacco cigarettes are no longer available.
Synthetic Nicotine Tobacco Alternative Products
In December 2021 the Group launched a new range of synthetic nicotine pouches
that have since been marketed as 'tobacco-free nicotine' or 'TFN'. Sales of
the pouches increased incrementally following their launch, however in March
2022 the US Congress unexpectedly voted to amend the definition of tobacco
products to include "nicotine from any source that is intended for human
consumption". This legislative change effectively brought synthetic nicotine
products like Chill's TFN under the regulatory scope of the FDA.
Following this change, the FDA applied a timeline for manufacturers and brands
to gain authorization to continue marketing synthetic nicotine products to the
US public. The deadline for submission of a completed Pre-Market Tobacco
Application (PMTA) was 14 May 2022. Products that are part of an accepted PMTA
remained on sale until 22 September 2022. Eligibility after that time will be
at the discretion of the regulators. As of 22 September 2022, the Group has
not received communication from the regulators. As such, they are able to
continue marketing and selling synthetic nicotine products to the US public.
While the Group lodged a PMTA application in respect of its TFN products, it
was subsequently determined that the costs of progressing that application
through to regulatory approval could total in excess of US $1.5 million. In
addition to this, it was also found that the application of tobacco
regulations to these products would significantly elevate the Group's costs
while complicating distribution and logistical arrangements. In light of these
considerations, the Group has now ceased development of its range of synthetic
nicotine pouches and its remaining inventory of TFN has been withdrawn from
sale to US consumers.
As referenced elsewhere in this report, the Group's management have made a
provision within the accounts to write off 80% of the value of the remaining
TFN inventory while at least a portion of the product may be saleable either
at a discounted rate or to retailers in jurisdictions where synthetic nicotine
products are not subject to such licensing requirements.
CBD Wellness Products
The Group also sells CBD wellness products branded under its Chill and Zoetic
ranges. In the UK, the Zoetic range comprises a variety of CBD-infused topical
creams and beauty products, alongside ingestible CBD tinctures (oils) in a
number of flavors and strengths.
A range of CBD gummies are also marketed in the UK and the United States under
the Chill brand. The Group's gummies are supplied by an exclusive partner who
manufacture the products using a time-tested recipe using CBD isolate to
ensure every gummy passes strict quality controls.
Digital Channel Strategy
In January 2022, the Group announced that it had shifted its focus towards
sales made digitally via Chill.com. Having first taken carriage of the domain
and its associated rights in July 2021, the Group has refrained from making
any major financial investment into the development and growth of this
platform. Despite this, the site ranks highly in search engine results for
certain relevant terms and now attracts in excess of 10,000 visitors each
month.
Going forward, the Group has radical plans to broaden its base of activities
within the digital channel with a view to improving consumer recognition of
the Chill brand and therefore the revenue that it can generate. In the
immediate future this will result in the launch of digital marketing
campaigns, redevelopment of the Chill.com domain, and a renewed focus on
search engine optimization (SEO).
Over the longer the term, it is the Group's intention to onboard selected
partners to the Chill.com platform. Analogous and complementary products will
be carried via an online marketplace model with the intention of creating a
single destination for quality, trusted, and highly differentiated products
containing functional ingredients like CBD.
While there is no present intention to sell the Chill.com domain, the Board
also believes that it has inherent value as a digital asset. Many comparable
domains are sold as stand-alone intellectual property assets despite there
being no underlying business to support their value. It is therefore the
Board's opinion that the Chill.com domain could arguably attract a premium to
the price paid.
Retail Channel Strategy
To date the Group's largest base of sales activity has occurred within the
physical retail channel, where its products are sold into convenience stores,
gas stations, and specialist outlets across multiple US States. During 2020
and 2021, the Group signed a number of distribution agreements with the
intention of pursuing an ambitious rollout plan that would see its products
enter thousands of outlets. As a result of various factors, however, the Group
has since modified its strategy to focus on targeted sales within select
high-performing outlets, prioritising volume of unit sales over store count.
The impact of the COVID-19 pandemic on the retail environment cannot be
understated and it has undoubtedly had a significant effect on the Group's
progress. Consumer behaviors changed as a result of public health measures,
with the majority of people prioritising the purchase of essential items over
novel recreational products such as those sold by the Group. These behaviors
were also reflected by retail distribution businesses and store operators who,
as part of their own pandemic continuity plans, sought to stock tried and
tested brands with a strong track record and demonstrable sales performance
spanning years if not decades. As a result of this, it was very difficult for
a comparatively new brand to gain traction within this rapidly changing
ecosystem.
In addition to the above, logistical issues delaying the import of the Group's
products to the United States prevented additional sales from being made
during the year. This meant that the Group was unable to fulfil orders in a
timely fashion, which frustrated certain sales opportunities throughout the
period. Even once the products had entered the United States, it was not
possible to backfill retail locations with a surplus of inventory that might
otherwise have been sold during the period when Chill products were absent
from those locations.
In certain cases, the Group's distribution relationships did not prove to be
fit for purpose. In one specific case, it was found that a distribution
partner had effectively ceased all operations involving CBD products without
informing the Group of this change. As a result of this, stores within a
specific region that had been assigned to the distributor were not adequately
served and opportunities to maintain sales relationships and enter new
transactions were missed.
Despite these challenges, the physical retail sales channel remains the
Group's primary source of revenue. During the year in review, the majority of
the Group's recognized revenue was derived from sales to the Group's former
master distributor, Ox Distributing LLC, which continues to sell products on
to downstream distributors and retailers.
Given continuing sales and encouraging anecdotal feedback from retail partners
and distributors, the Group will continue to expand its physical retail
channel albeit with a modified strategy that is more appropriate for its size
and level of resources. Although the Group remains in contract for an
ambitious multi-thousand store rollout, the costs of pursuing such a high
store count footprint represent a major barrier to entry. For every store
entered, the Group is typically subject to slotting fees, an obligation to
provide an initial fill of sample products free of charge, and the need to
provide educational materials and marketing collateral. These start-up costs
often reach or exceed $1,000 per location while ongoing investment is required
to ensure that stores continue to stock and sell Chill products. To make a
success of such a large retail footprint, the Group would also need to develop
the internal infrastructure necessary to effectively manage relationships with
thousands of stores.
In light of these observations, the Group's forward-facing strategy will
involve focusing more closely on a smaller number of retail outlets before
scaling in a sustainable way over a longer period of time. This will enable
the Group to generate commercial insights and verifiable sales data that can
be used when establishing new distribution relationships, all whilst building
goodwill and brand recognition among consumers in a more concentrated way.
UK Operations
While the vast majority of the Group's revenue is generated in the United
States, its Chill and Zoetic brands are also sold in the UK.
During the year in review, the Group launched its Chill-branded CBD-infused
herbal cigarettes to the UK market with sales made exclusively via
thechillwayuk.com. To date the Group's investment in the growth of the Chill
brand within the UK has been negligible, however it now intends to extend its
operations within the UK market in concert with the onboarding of the UK sales
portal to the master Chill.com domain.
The Group's Zoetic brand of luxury CBD cosmetics and tinctures has also
continued to generate interest, with appearances in a variety of publications
and media reviews including The Telegraph, The Daily Mail, and Metro. Having
launched a new range of anti-aging balms and creams during the period, the
Zoetic brand now offers an extensive selection of luxury CBD products that are
pitched at wellness enthusiasts. Given the continued growth of the UK's CBD
sector, however, it has become increasingly important for brands to
differentiate themselves from competitors. With this in mind, the Board
intends to consolidate the Zoetic product range in order to prioritise the
best-selling products while making room for novel product category entrants
that may be better able to seize market share.
Without any significant level of investment from the Group, the Zoetic and
Chill brands have continued to slowly expand in the UK. Going forward the
Board intends to assign greater attention to the opportunities at hand in the
UK with the hope of generating additional revenues and further expanding its
consumer brands.
UK Novel Foods Authorisation
In order to sell ingestible CBD products in the UK, the Group has progressed
through the novel foods application process by submitting relevant
applications to the Food Standards Agency (FSA).
In April 2022, the Group's Zoetic tinctures and Chill gummies were added to an
updated FSA list of CBD food products that are linked to a credible
application for authorization. This means that the Group's products can remain
on sale and that they have reached the penultimate stage to full validation.
The Group hopes that its products will receive full novel foods validation in
the near future and will provide further updates as the situation progresses.
Feminised Seed
In addition to sales of its consumer products, the Group also carries a
significant inventory of feminised hemp seeds that are currently undergoing
extensive testing following a successful first trial season.
While there is no guarantee that the Group's inventory of seeds will grow and
progress as expected, the Board hopes that these unique feminised assets will
make good on their strong cultivation potential. Should the growing season
prove to be a success, the Group may be able to rely on an additional stream
of revenue from sales of its seeds which boast exclusive genetics and have
previously been used to produce premium quality CBD isolate.
Chief Executive's Review and Strategic Report- Other Matters
Board Changes and Operational Composition
During FY22, the Group was led by Antonio Russo and Trevor Taylor as joint
Chief Executive Officers. Following the end of the period, I was appointed to
the Board of Directors on 15 April 2022 and now serves as the Group's Chief
Executive Officer. Mr Taylor now serves as the Group's Chief Operating
Officer, while Mr Russo is now the Group's Chief Commercial Officer with
responsibility for sales and marketing.
On 1 August 2021, Eric Schrader was appointed to the Board as a Non-Executive
Director and representative of his family company - Ox Distributing LLC - the
Group's single largest shareholder. He is also joined on the Board by Mr Scott
E Thompson who was appointed as an Independent Non-Executive Director on 27
January 2022.
Mr Thompson is an intellectual property attorney with almost forty years of
experience having previously worked to protect and extend some of the world's
largest brands. He is currently recognized by the World Trademark Reporter as
one of the top 300 trademark attorneys in the world and most recently acted as
General Counsel, Intellectual Property/Marketing Properties for Mars Inc. He
has also worked for Philip Morris Companies, Colgate-Palmolive, and
GlaxoSmithKline. The Group welcomes Mr Thompson, whose extensive experience of
the consumer packaged goods industry and brand protection will no doubt serve
us well.
While the Board is now more populated than during previous financial periods,
it is the Group's intention to continue searching for reputable and
experienced candidates who may be able to provide value in particular as a
Chairman or UK-based independent non-executive director. More specifically,
the Group is keen to attract individuals with financial management experience
both to assist with operational efficiency and to guide and improve its
approach to forecasting and reporting.
More information regarding the Board of Directors can be found in the key
personnel section of this report on page 20.
Changes to Listings of the Group's Shares
In August 2021, the Group completed a corporate rebranding exercise during
which it changes its trading name from Zoetic International PLC to Chill
Brands Group PLC. In line with this change, the Group's ticker (TIDM) for the
London Stock Exchange changed from 'ZOE' to 'CHLL' on 17 August 2021.
In November 2021, the Group's shares commenced trading on the US OTCQB Venture
Market. Having previously traded on the OTCQX Best Market, this relisting
relates to the Group's share price and market capitalisation which did not
meet the standards required for a listing on the OTCQX market. On 14 December
2021, the Group's OTCQB listing was updated to reflect its corporate rebrand,
with shares now trading on the US market under the updated ticker symbol
'CHBRF'.
In April 2022 the Group was re-categorised as a cannabis producer within the
HealthCare, Pharmaceuticals and Biotechnology category of the London Stock
Exchange. This change followed an extensive review period by the exchange,
which could only commence this assessment following the publication of the
prior year financial results. Following this adjustment, the Group is now
trading within a more appropriate sector category that is representative of
its commercial activities.
Risks and Uncertainties Facing the Group
The Group's continued evolution has seen its risk profile change
significantly. Having pivoted away from the natural resources sector during
previous financial years, the Group now faces risks that relate predominantly
to its operations within the consumer packaged goods space. As with other
companies of its size, the Group also faces an overriding financial risk.
The Board continues to monitor and mitigate a detailed list of risks that face
the Group, but those listed below are considered to be of the highest
importance given the likelihood of their occurrence or the materiality of
their potential impact.
General Risks Relating to the Group's Financial Position
While revenues from the Group's consumer-facing activities continue to grow,
the risk remains that sales will be insufficient to maintain the Group's
current level of expenditure on an ongoing basis. In light of this, the Board
has engaged in a cost-cutting exercise to ensure that the Group's business
model remains lean while ensuring all commercial infrastructure is properly
resourced. The Board has considered a variety of scenarios including a
scenario of limited online sales without growth and a linked reduced cost
base, and is prepared to execute further cost-cutting contingency plans to
mitigate such risks should they arise.
Supply and Logistics Challenges
Various geopolitical events pose a risk to the Group's supply chain and
logistics activities in its core areas of operation across North America and
the UK. Industry-wide issues relating to driver shortages, warehousing,
international logistics, and transport may affect the availability and timely
movement of the Group's products. Furthermore, some of the finished products
sold by the Group are sourced from multiple component parts that are
manufactured internationally. As a result of this, there remains a risk that
local regulations could prevent the timely export of CBD and other products,
resulting in delays and disruption to the Group's operations.
The Board has engaged with all suppliers and partners to secure the continuity
of its operations and continues to develop controls and procedures to limit
the impact of any such risks.
Risks Associated with Laws and Regulations Relating to CBD
The production, labelling and distribution of the products that the Group
distributes are regulated by various federal, state and local agencies. As the
Group expands its CBD operations, it must keep up with the evolving compliance
environments of the territories in which it operates. This entails the
building and maintaining of robust systems which ensure that our products and
operations comply with the regulatory regimes of multiple jurisdictions.
Should the Group's operations be found to violate any such laws or other
governmental regulation, the Group may be subject to penalties, including,
without limitation, civil and criminal penalties, damages, fines, the
curtailment or restructuring of the Group's operations, any of which could
adversely affect the Group's business and financial results.
The Group may be required to obtain and maintain certain permits, licenses,
and approvals in the jurisdictions where its products are licensed and into
which its operations expand. There can be no assurance that the Group will be
able to obtain or maintain any necessary licenses, permits or approvals.
Product Viability
If the products the Group sells are not perceived to have the effects intended
by the end-user, its business may suffer. Many of the Group's products contain
innovative ingredients or combinations of ingredients. There is little
long-term data with respect to efficacy, unknown side effects and/or
interaction with individual human biochemistry. Whilst the Group conducts
extensive testing of its product stocks, there remains a risk that its
products may not have the desired effect.
Product Liability
The Group's products are produced for sale directly to end consumers, and
therefore there is an inherent risk of exposure to product liability claims,
regulatory action and litigation if the products are alleged to have caused
loss or injury. Accordingly, the Group maintains product liability insurance
policies to safeguard against the implications of any claims that may arise.
Success of Quality Control Systems
The quality and safety of the Group's products are critical to the success of
its business and operations. As such, it is imperative that the Group's (and
its service providers) quality control systems operate effectively and
successfully. Although the Group strives to ensure that all of its service
providers have implemented and adhere to high calibre quality control systems,
any significant failure or deterioration of such quality control systems could
have a materially adverse effect on the Group's business and operating
results.
Product Recalls
Manufacturers and distributors of products are sometimes subject to the recall
or return of their products for a variety of reasons, including product
defects, such as contamination, unintended harmful side effects or
interactions with other substances, packaging safety and inadequate or
inaccurate labelling disclosure.
If any of the Group's products are recalled for any reason, the Group could
incur adverse publicity, decreased demand for the Group's products and
significant reputational and brand damage. Although the Group has detailed
procedures in place for testing its products, there can be no assurance that
any quality, potency or contamination problems will be detected in time to
avoid unforeseen product recalls.
Industry Competition
The CBD industry is competitive and evolving. The Group faces strong
competition from both existing and emerging companies that offer similar
products. Some of its current and potential competitors may have longer
operating histories, greater financial, marketing and other resources and
larger customer bases than the Group has. Given the rapid changes affecting
the global, national, and regional economies generally and the CBD industry,
in particular, the Group may not be able to create and maintain a competitive
advantage in the marketplace.
Risks Relating to Legacy Oil and Gas Assets
Despite having now discontinued the operation of its legacy natural resource
assets, the Group continues to monitor for risks relating to any liabilities
arising from its former activities.
While the Group no longer owns or operates any of its former legacy assets or
sites, there remains a risk that the Group may be subject to costs and
liabilities arising from any lawsuit, civil or regulatory action that may
commence in respect of historical mining, drilling, extraction or other
activities that the Group may have previously engaged in.
Risks Associated with Laws and Regulations Relating to Synthetic Nicotine
Following new legislation enacted by the US government on 15 March 2022,
synthetic nicotine now falls under the regulatory jurisdiction of the US Food
and Drug Administration (FDA). As of 14 April 2022, manufacturers,
distributors, and retailers of products that contain non-tobacco derived
nicotine must comply with all relevant regulatory provisions relating to the
supply, marketing, and sale of such products.
As a result of this legislative change, the FDA now requires those marketing
synthetic nicotine products to submit a premarket tobacco application (PMTA)
and obtain authorization to market their product. While the Group has
submitted a regulatory dossier in line with initial FDA requirements, there is
an overriding risk that this application will not be approved or will
otherwise require very substantial financial investment in order to maintain
the saleability of Chill's synthetic nicotine products. As discussed in the
Group's financial review contained within this report, the Group has made a
provision for the value of its existing synthetic nicotine inventory to be
written down by 80% as a direct consequence of the commercial challenges
resulting from this change to US regulations.
As with its other products in other categories, the Group may also be subject
to penalties, including, without limitation, civil and criminal penalties,
damages, fines, or the curtailment or restructuring of the curtailment of its
operations if its operations are found to violate any such laws or other
governmental regulations in respect of synthetic nicotine products.
IT Security and Brand Protection Risks
As the Group's activities and profile expand, its digital assets and
intellectual property rights may be challenged both legally by competitors and
illegally by bad actors. With these risks in mind, the Group has engaged with
numerous initiatives, protections, and countermeasures to ensure that its
interests and those of its shareholders and customers are insulated against
these risks. Our intellectual property rights are well protected through a
series of international trade marks and patent applications, while our core
systems and flagship Chill.com web domain are guarded by IT security
professionals and robust protective frameworks.
Statement of the Directors in Performance of Their Statutory Duties in
Accordance with s172(1) Companies Act 2006
Section 172 Statement (Companies Act 2006) Under Section 172 of the Companies
Act 2006, a director has a duty to promote the success of the company. The
directors confirm that the deliberations of the Board, which underpin its
decisions, incorporate appropriate consideration with due regard to the
matters detailed in Section 172 of the Companies Act 2006.
As a result of its policies and procedures, the Board of Chill Brands Group
PLC considers that they have acted in a way they consider, in good faith,
would be most likely to promote the success of the Company for the benefit of
its members as a whole (having regard to the stakeholders and matters set out
in s172(1)(a-f) of the Companies Act 2006) in decisions taken during the year
ended 31 March 2022.
The Board and each director acknowledge that the success of the Company's
strategy is dependent on the support and commitment of all the Company's
stakeholders including employees, suppliers, advisers, vendors, distributors,
shareholders, and other parties. The Group engages directly with stakeholders
when it is necessary and appropriate to do so both through the medium of
formal shareholder assemblies and through direct dialogue with advisers and
other stakeholders.
During the year in review, the Board considered information from across its
business when making decisions. Information, presentations, and reports were
provided by the Group's management and Board Advisers. In addition to this,
the Board reviewed papers and reports from key stakeholders and expert
industry groups to understand the impact of its operations. These activities,
in concert with direct engagement by the Board and individual directors with
certain key stakeholders and shareholders, assisted the Board in the
decision-making process.
The Board acknowledges the importance of balancing the needs and expectations
of stakeholders but is often required to make difficult decisions based on
competing priorities where the outcome may not be positive for all
stakeholders. Decisions are always taken with the utmost regard and respect
for all stakeholders, and the decision-making process has been formulated to
ensure directors evaluate the merits and demerits of proposed activities and
their likely consequences over the short, medium and long-term. It is the aim
of the Board to safeguard the Company so that it can continue in existence
while fulfilling its operational purpose and creating value for stakeholders.
During 2021, the Company engaged with certain key stakeholders regarding
certain key strategic matters, including the need to refine its model. As a
result of this, the Company developed a new direct to its retail strategy that
removed additional layers of distributor contracts from this sales channel.
These changes were announced in early 2022 and continue to be acted upon with
the intention of generating reliable revenues.
Key Performance Indicators
The Group's current focus is on the continued development of its core business
and the Board has yet to set key performance indicators as applicable to
overall operations. The Board will seek to identify and measure such
indicators as the Group's activities become more settled.
In the future, it is likely that specific indicators will be assigned to
reflect progress within the Group's sales channels. For digital sales, major
indicators are likely to include website traffic, conversion and retention
rates, and average spend per consumer. In respect of physical retail sales,
major indicators may include unit sell-through rates. More generally, the
Group will report on revenue generated from across its full base of commercial
activities.
Once established, the Group's financial, operational, health and safety and
environmental key performance indicators will be measured and reported as
appropriate.
Chill Brands Group PLC (Formerly Zoetic International PLC)
Consolidated Statement of Comprehensive Income
For the years ended 31 March 2022 and 2021
Notes Year ended 31 March 2022 £ Year ended 31 March 2021 £
Revenue 3 624,187 320,875
Cost of sales (738,555) (361,517)
Obsolete inventory expense 15 (664,442) -
Gross loss (778,810) (40,642)
Administrative expenses (2,837,400) (2,151,391)
Share expenses for options granted 21 (1,958,076) (1,410,268)
Other Expense 24 - (1,200,000)
Operating Loss 5 (5,574,286) (4,802,301)
Finance income 1,962 1,762
Loss on ordinary activities before taxation (5,572,324) (4,800,539)
Taxation on loss on ordinary activities 8 - -
Loss for the period from continuing activities (5,572,324) (4,800,539)
Loss for the period from discontinued activities 9 (139,179) (49,762)
Loss for the period (5,711,503) (4,850,301)
Other comprehensive income
Items that may be re-classified subsequently to profit or loss: (271,869) 231,644
Foreign exchange adjustment on consolidation
Total comprehensive income for the (5,983,372) (4,618,657)
period attributable to the equity holders
Earnings per share attributed to the equity holders:
Attributable to continuing activities (2.65) p (2.48) p
Attributable to discontinued activities (0.06) p (0.03) p
Total 10 (2.71) p (2.51) p
The financial Statements were approved by the Board of
Directors on and signed on their behalf
by:
Chill Brands Group PLC
Registered Number: 09309241
Consolidated Statement of Financial Position
At 31 March 2022 and 2021
Notes At 31 March 2022 £ At 31 March 2021 £
Non-Current Assets
Property, plant, and equipment 11 54,173 54,597
Right of use lease asset 12 260,376 -
Intangible assets 13 1,190,225 -
Total Noncurrent Assets 1,504,774 54,597
Current Assets
Inventories, net 15 636,294 1,238,779
Trade and other receivables 16 700,199 136,093
Cash and cash equivalents 17 420,045 333,176
Total Current Assets 1,756,538 1,708,048
Total Assets 3,261,312 1,762,645
Non-Current Liabilities
Loans, excluding current maturities 23 50,463 72,042
Right of use lease liability, net of current portion 12 205,672 -
Total Noncurrent Liabilities 256,135 72,042
Current Liabilities
Current maturities of loans 23 18,494 8,382
Trade and other payables 18 730,184 661,653
Right of use lease liability, non-current portion 12 62,390 -
Accrued liabilities 18 654,071 1,244,750
Total Current Liabilities 1,465,139 1,914,785
Total Liabilities 1,721,274 1,986,827
Net Assets 1,540,038 (224,182)
Equity
Share capital 19 2,120,700 2,020,700
Share premium account 19 10,298,440 4,698,441
Share based payments reserve 20 3,389,762 1,431,686
Shares to be issued reserve 21 89,517 -
Foreign currency translation reserve 260,777 532,646
Retained loss (14,619,158) (8,907,655)
Total Equity 1,540,038 (224,182)
The financial Statements were approved by the Board of Directors on
and signed on their behalf by:
Chill Brands Group PLC
Consolidated Statement of Cash Flows
For the years ended 31 March 2022 and 2021
2022 £ 2021 £
Cash Flows From Operating Activities
Loss for the period (5,711,503) (4,850,301)
Adjustments for:
Depreciation and amortization charges 113,090 20,677
Impairment provision 664,441 206,685
Loss on disposal of property, plant, and equipment and intangible assets 226 -
Share expenses for options granted 1,958,076 1,410,268
Shares issued as compensation 89,517 -
Foreign exchange translation adjustment (319,545) 193,717
Operating cash flow before working capital movements (3,205,698) (3,018,954)
Increase in inventories (61,957) (275,743)
(Increase)/decrease in trade and other receivables (564,106) 1,301,039
Increase/(decrease) in trade and other payables 68,531 (235,732)
(Decrease)/increase in accrued liabilities (1,199,600) 1,244,750
Net Cash outflow from Operating Activities (4,962,830) (984,640)
Cash Flows From Investing Activities
Proceeds from sale of assets held for sale - 301,891
Purchase of property, plant, and equipment (27,443) (1,352)
Purchase of intangible assets (617,198) -
Net Cash generated from/(used in) Investing Activities (644,641) 300,539
Cash Flows From Financing Activities
Net proceeds from issue of shares 5,699,999 542,825
Loans made by the Company (11,467) 80,424
Payments of lease liability (52,801) -
Net Cash Generated from Financing Activities 5,635,731 623,249
Net increase (decrease) in cash and cash equivalents
As above 28,260 (60,852)
Cash and cash equivalents at beginning of period 333,176 349,006
Foreign exchange adjustment on opening balances 58,609 45,022
Cash and cash equivalents at end of period 420,045 333,176
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. END FR BKKBNABKKNCNRecent news on Chill Brands
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