TIDMBYOT
RNS Number : 4402K
Byotrol PLC
25 June 2014
25 June 2014
Byotrol plc
UNAUDITED FINAL RESULTS
FOR THE YEAR ENDED 31 MARCH 2014
Byotrol plc ('Byotrol', the 'Company' or the 'Group'), the
leading AIM listed anti-microbial hygiene company, is pleased to
announce its unaudited final results for the 12 months ended 31
March 2014.
Highlights of the year include:
-- Successful integration of Byotrol Consumer Products ("BCP"),
following the acquisition of the non-controlling interest in
October 2013.
-- Revenue increased by 3% to GBP3,126k compared to the restated
consolidated prior year and by 43% compared to the previously
published audited financial information at 31 March 2013 (which was
prepared before restatement).
-- Substantial operating cost reductions underway. Operating
costs reduced by GBP1,105k compared to the restated consolidated
prior year and by GBP377k compared to the previously published
audited financial information at 31 March 2013 (which was prepared
before restatement).
-- EBITDA loss reduced by 57% to GBP671k, impacted by several
exceptional items, as set out in the notes to the accounts.
Normalised EBITDA loss reduced to GBP634k, also as set out in the
notes.
-- Clear trajectory to monthly break-even in the 2014/2015 financial year
-- New, post year-end equity fundraising completed (subject to
shareholder approval) for growth and working capital uses,
totalling GBP1.25m before expenses
Operational highlights include:
-- Steady growth of Professional business, particularly in food
services and food manufacturing
-- New consumer product launch in Sports Direct under Karrimor
brand and new norovirus claims made on Tesco trigger spray
products
-- New, EU regulatory-compliant consumer products developed for
new consumer sales initiative into continental Europe
Commenting on the results and prospects, David Traynor, Chief
Executive of Byotrol, said:
"We are pleased with the progress made since the acquisition of
the non-controlling interest in BCP in October, with our results
showing that we are able to achieve better results with
substantially less resources. Having largely completed a process of
rationalisation we are now able to turn our attention to growth
from our new, leaner base."
Enquiries:
Byotrol plc 01925 742 000
Nicholas Martel - Chairman
David Traynor - Chief Executive
Dawn Williams - Group Marketing Controller
finnCap Ltd 020 7220 0500
Geoff Nash
Christopher Raggett
Mia Gardner
Notes to Editors:
Byotrol plc (BYOT.L), quoted on AIM, is a leading anti-microbial
technology company, operating globally in the Food, Industrial,
Healthcare and Consumer sectors, providing a low toxicity product
with a broad-based and long-lasting efficacy across all microbial
classes; bacteria, viruses, fungi, moulds, mycobacteria and
algae.
Powerful, long-lasting and gentle, Byotrol's products can be
used stand alone or as an ingredient within existing products,
where Byotrol can significantly improve their performance in
personal hygiene, domestic and industrial disinfection, odour
control, food production and food management.
Founded in 2005, the Company has developed the technology that
creates easier, safer and cleaner lives.
For more information, please go to www.byotrol.co.uk
Chairman's statement
I am pleased with the transformation that has come about at your
Company over the past year. For the sake of balance, I should point
out that I was appointed Chairman exactly a day after the end of
the period under review here, so I cannot claim the credit myself.
It should go instead to Ralph Kugler, our outgoing Chairman of five
years, who very calmly and efficiently oversaw a number of key
developments including a share placing, the full integration with
Byotrol Consumer Products (BCP), a loan note issue and a
streamlining of the combined business.
Ralph finished the year by stepping down and handing me the
reins of a Company that is positioned to prosper.
The transformation has been extensive. We have cut costs, the
effect of which is already being felt to our benefit. But more than
this, we have rationalised two businesses into one coherent,
focused and motivated entity. The benefit of this is only just
starting to be felt but we have every expectation that the pace
will increase.
The Past
My association with Byotrol goes back to 2007 when I first met
Stephen Falder, Byotrol's founder and inventor, and I have been
captivated by the story ever since. From the very beginning, it
seemed to me that there was a magnitude of ways that the product
could be commercialised. Not only did the product have a great
technical lead and multiple applications, but the routes to market
were varied too, with direct sales, partners selling the product on
our behalf and licensing the technology for use within other
companies' products.
To date much of the focus has been on the health and food
Industries. Both of these sectors are categorised by a high need
for efficient control of pathogens. Unfortunately for us, both
sectors are also categorised by slow, deliberate decision making
and a real reluctance to accept a step change. This is not a good
backdrop for the commercialisation of technical innovation, and
with hindsight, we could not have chosen two more difficult
industries into which to introduce a revolutionary technology. The
incentive to change to a new technology is just not there for many
managers, and even when there is a real and present danger, for
example MRSA, a cost effective, safe and effective solution just
does not get adopted very quickly if it is "new".
The Present
We have made decent inroads into the food industry, and continue
to look at the health industry, but our focus here is to find
specialist partners to sell our products on our behalf.
An unforeseen area of commercialisation over the past few years
has been our Pet & Vet Division. This has become a little gem
in our midst: a profit contributor; a great advertisement for our
products in several countries; and a springboard for future
expansion. We now have a loyal following of pet owners who
appreciate the benefits of Byotrol in their homes, and as a dog
owner myself, I can attest that my carpets have benefitted from the
use of our products all too frequently.
We will continue to build on our "legacy" business areas of
Food, Health, Industrial and Pet. The current contribution from
these businesses, together with the contribution from our newly
constituted Consumer Division, has brought us close to the point of
monthly break-even. Each Division provides a platform for growth,
and the diversity of our customers provides a degree of financial
security. However, a prime focus for the medium term must be on
consumer markets and it was with this in mind that we sought the
acquisition of the remaining non-controlling stake in BCP in
2013.
The Future
I would urge you to pay particular attention to the CEO's
statement within this Preliminary Announcement with respect to our
future goals. As we re-set our compass it is important that our
shareholders, both present and future, can accurately assess our
goals and our direction, which has a noticeably different focus
from the past.
Consumer Focus
Our Consumer deals to date have been well aired in the past, and
shareholders will hopefully be familiar, for example, with our
products in Boots and Tesco stores. Such deals leverage our
technological lead in the area of killing germs and continuing to
kill them, even when dry. We provide the technology and our partner
completes the deal by selling the products to consumers. We now
have several years of experience with such licence deals. Each
deal, by its nature, tends to be large compared to our overall
turnover, and typically there is a long lead time of product
development followed by a period of 3 to 5 years of guaranteed
minimum revenue.
There is always the risk of an agreement not being finalised
despite years of product development, and so it is more difficult
to predict future income streams from such licence deals. However,
once an agreement is completed at the end of the development phase,
then a minimum level of income is locked in for the duration of the
contract. Not only that, but the cost of servicing the deal for the
remainder of its life is low, and management time is freed up to
concentrate on the upcoming deals. The potential income could be
described as lumpy but potentially large, so it is an attractive
business model, especially when combined with the other Divisions
with their steady income.
Despite our cost reduction programme following the full
integration of the BCP business, spending on technology will
continue as we simply cannot afford to stand still. Dividing that
cost between several divisions certainly helps, but we still need
to grow our sales significantly, and the most promising way to do
that in the medium term is to win new licence deals. We currently
have discussions underway, but the timings and quantum of these
deals are uncertain for the reasons outlined above.
Risk
All businesses face risk, and an appreciation of the threats and
preparation for them is an integral part of the manager's task. For
us, the largest threat at any particular time could be summed up in
a word: "Regulation". It slows us down, makes decision making by
our customers a tortuous process, and then changes in unpredictable
and sometimes irrational ways. Our ability to lobby is limited, but
we have become adroit at working with the regulations as they
change, and our technical lead remains undiminished. We intend to
maintain, and indeed capitalise, on this lead. When our competitors
struggle with the changes, it will spell opportunity for us.
Fund Raising
We raised GBP380,000 by way of an Issue of Convertible Loan
Notes in December 2013, and this money was used primarily to cover
the rationalisation costs of integrating the two companies. As
announced separately today and subject to shareholder approval, we
will effect a Placing of new shares raising GBP1.25 million before
expenses. We already have a new management team in place, and this
money will give them the tools to finish the job.
No shareholder welcomes dilution, and the inevitable result of
placing new shares is that the future value of the Company has to
be shared between a higher number of shares. In raising the new
money your Board has carefully weighed the advantage of being able
to invest the cash against the disadvantage of having more shares
in issue, and we have put considerable thought into raising the
optimum amount.
Included within the Resolutions to be voted upon at this year's
AGM are permissions for the Board to use their discretion to issue
further new shares in the period of a year following the AGM.
Share Options
This can be a contentious issue and a balance needs to be struck
between giving our employees a meaningful incentive to succeed on
the one hand, and not diluting the shareholders equity unreasonably
on the other hand. Two points are worthy of mention in this regard.
First: the vast majority of currently outstanding options are held
by ex-employees. Second: the current senior management team hold
virtually no options.
The recent period has been more than busy, and something had to
give. It is to the credit of our CEO and his team that one of the
activities that has been postponed is the discussion and agreement
of an incentive scheme. Such a scheme would be appropriate and this
will be addressed in due course.
AGM
I urge you to use your vote this year, and indeed every year.
Please either return your postal voting card, or even better, why
not come to our AGM? It will be held in Daresbury on 29(th) July
2014, following the successful formula of last year, and we are
hoping for strong shareholder attendance - we welcome the
interaction.
We are proud of our Company and this is a transitional year.
Please come and probe away, ask the searching questions, and
hopefully satisfy yourself that the new Board and Management team
is working effectively on your behalf.
Nicholas Martel
Chairman
Chief Executive's report
This has been a year of change at Byotrol: we have formally
combined our consumer and business-to-business activities, changed
our executive management team, stripped a substantial amount of
cost out of the business and have still increased sales.
Financial Overview
On 9 October 2013 Byotrol plc completed the acquisition of the
non-controlling interest in Byotrol Consumer Products Ltd ("BCP").
Our previously reported results have been restated to show the
combined position for Byotrol group activities, which include BCP
on a fully consolidated basis. The comparable period from 1 April
2012 to 31 March 2013 has accordingly been restated. Further
details of the restatement are set out in note 1.
Based on this restated basis, and compared to the restated prior
period, financial highlights include:
-- Revenue increased by 3% from GBP3,048k to GBP3,126k
-- Operating expenses decreased by 37% from GBP2,975k to GBP1,870k (after exceptionals)
-- EBITDA loss has reduced by 59% from GBP1,564k to GBP671k
impacted by several exceptional items, as set out in the notes to
the accounts. Normalised EBITDA loss reduced to GBP634k, also as
set out in the notes.
Compared to the previously published audited financial
information at 31 March 2013 (which was prepared before
restatement), the change in our financial profile over the last
year is as follows:
-- Revenue increased by 43% from GBP2,190k to GBP3,126k
-- Operating expenses reduced by 17% from GBP2,248k to GBP1,870k
-- Gross margin has increased by 96% from GBP627k to GBP1,228k,
albeit boosted this financial year by a lump sum received from
Kimberly-Clark Corporation in respect of the suspension of its
license agreement with BCP, as previously reported
We have made good progress financially during the year and
expect the impact of actions taken at the end of the period to
further improve our cost profile in the year to 31st March 2015.
Indeed in general we have been making good progress across all our
market segments in terms of profit contribution, though again some
of this will not be seen in our results until the next financial
year.
Markets
Professional
Year on year revenues increased by 15% over the reporting period
from GBP1,411k to GBP1,619k. We are working hard on improving
underlying gross margins in this segment, although over the period
in review the gross margin in this segment actually declined,
largely as a result of some necessary stock write-offs.
In food services, we have continued to roll out our surface
cleaning products into Marks and Spencer stores (M&S). At year
end Byotrol was in 547 stores and franchises, with further growth
into franchise outlets also now being explored.
We are now working on expansion into other food service
environments (retail and restaurant) based on the learning and
credibility gained from our M&S experience.
In food manufacturing, we have seen very healthy growth,
particularly with individual manufacturing sites under our key
umbrella accounts Cranswick plc and Bakkavor plc. We are also
trialling a complete chemical model in two food manufacturing
sites, based on our own core technology alongside a full chemical
range to deliver a superior food safety solution for our
customers.
In Industrial we are still making progress on very limited
resource, but revenues remain small. Rentokil plc is selling
Byotrol-based Ultraprotect products in the UK and some limited
continental European countries but sales progress has been hampered
by (a) EU regulatory processes and rules and (b) Rentokil's sale of
its Initial Facilities business in February 2014. We certainly
still see an opportunity here, but we may need to reformulate some
of our Professional products to benefit properly - this takes time
and resources.
In Health, we continue with targeted trials at various UK
hospitals, alongside two major facilities services providers. These
are likely to be a slow-burn due to the regulatory and approval
processes involved but results continue to be encouraging. These
tests are due to be completed by October this year, when we will be
able to assess the opportunity coolly and place some strategic bets
accordingly. In any event we realise that we will need a larger
partner in healthcare to get our products to market - we do not
have the sales resource to cover individual UK healthcare outlets
directly.
Petcare
Our Pet & Vet Division has made strong progress over the
year, expanding its sales into Pets at Home and Petface (in
particular via its sales into Sainsbury's). We have also been
targeting increased exports, currently around 35% of Petcare
revenue, two-thirds of which are directed into Asia (especially
China, Japan, Singapore and Malaysia).
Consumer
The year under review has been one of investment and
consolidation for our consumer products business following the
previously-announced suspension of our licence with Kimberly-Clark.
Existing licences have all been performing to plan and new product
launches into Sports Direct (personal hygiene and equipment sprays
under the Karrimor brand) and new norovirus claims on our Tesco
trigger sprays (via our licence with Robert McBride plc) have all
been successfully completed.
A great deal of effort this year has gone into finalising new
wipes and liquid products for consumer markets in continental
Europe and the USA. The differing regulatory regimes in these areas
make new product development processes quite resource-intensive,
but we know (through testing) that the resulting product claims
will resonate with consumers. I am pleased to report that we have
new regulatory-compliant products ready-to-go in continental Europe
and have already started marketing them to EU retailers, both
directly and via our wipes partners Albaad.
We have also completed the development of new products for the
US domestic market and will be using the recent fund-raising to
accelerate our way through the formal US EPA processes, expected to
take 12 to 18 months. We built a great deal of expertise in this
process (and the market opportunity) during our relationship with
Kimberly-Clark and we are now looking to capitalise upon it.
Outlook
In the time period since the acquisition of the non-controlling
interest in BCP, management has increased its focus on core
existing customers across our three market segments, rationalising
our product offers where required, closing down underperforming
agents and deprioritising low margin accounts. This process will
continue.
The integration of the BCP business into the rest of the Group
is now complete and the cost synergies now largely realised,
although some of these will not be reflected in our figures until
our interim results for the period ending 30 September 2014. We
have now moved on to exploiting a number of potential revenue
synergies (especially in sales, technical and marketing).
Having achieved our targets for this full financial year we are
now able to concentrate on growing the Company from its leaner
base. As well as organic growth from current core businesses, we
are prioritising:
-- continental EU opportunities from liquids and wipes,
particularly in Consumer and in due course Professional
-- developing US domestic market opportunities, particularly from B2C liquid products
-- increasing the proportion of income from licensing and similar deal types
This will require some investment and to that end we were very
pleased recently to receive strong shareholder support for a post
year-end GBP1.25 million fundraise (pre-expenses) for investment in
growth. This is conditional on shareholder approval at our AGM on
29th July.
I would like to thank the Byotrol team for having weathered such
a period of change with such good humour, all the while increasing
the quality of our business and increasing sales. We have an
excellent team and I am convinced we have much success ahead of
us.
David Traynor
Chief Executive
Note 2014 2013
GBP GBP
(restated)
REVENUE 2 3,126,406 3,048,270
Cost of sales (1,897,744) (1,563,342)
------------------------ ------------------------
GROSS PROFIT 1,228,662 1,484,928
Administrative expenses excluding depreciation
and amortisation (1,972,762) (2,975,182)
Exceptional items 3 103,044 -
Share based payments (29,703) (73,983)
------------------------ ------------------------
LOSS BEFORE INTEREST, DEPRECIATION, AMORTISATION
AND TAX (670,759) (1,564,237)
Amortisation (70,750) (63,194)
Depreciation (65,615) (45,602)
Finance income - 3,157
Finance costs (29,325) (1,605)
------------------------ ------------------------
LOSS BEFORE TAX (836,449) (1,671,481)
Taxation - -
------------------------ ------------------------
LOSS FOR THE FINANCIAL YEAR (836,449) (1,671,481)
------------------------ ------------------------
(Loss)/profit attributable to:
Owners of Parent (986,144) (1,738,160)
Non-controlling interest 149,695 66,679
(836,449) (1,671,481)
OTHER COMPREHENSIVE INCOME, NET OF TAX
Currency translation difference (40,757) 4,717
------------------------ ------------------------
Other comprehensive income/(expense) (40,757) 4,717
------------------------ ------------------------
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (877,206) (1,666,764)
=========== ===========
Owners of the parent (1,026,901) (1,733,443)
Non-controlling interest 149,695 66,679
(877,206) (1,666,764)
=========== ===========
Loss per share
Basic per share - (pence) 4 (0.60) (1.21)
Diluted per share (pence) (0.60) (1.21)
The loss before income tax arises from the Group's continuing
operations.
2014 2013 2012
GBP GBP GBP
(restated) (restated)
ASSETS
Non-current assets
Property, plant and equipment 118,681 77,565 126,744
Intangible assets 463,846 479,379 463,790
------------------------ ------------------------ ------------------------
582,527 556,944 590,534
------------------------ ------------------------ ------------------------
Current assets
Inventories 278,351 510,937 392,616
Trade and other receivables 762,113 1,056,323 1,072,919
Cash and cash equivalents 98,521 358,440 1,907,132
------------------------ ------------------------ ------------------------
1,138,985 1,925,700 3,372,667
------------------ ------------------------ ------------------------
TOTAL ASSETS 1,721,512 2,482,644 3,963,201
================ ================ ================
LIABILITIES
Current liabilities
Trade and other payables 1,101,759 1,817,885 1,705,661
------------------------ ------------------------ ------------------------
1,101,759 1,817,885 1,705,661
------------------------ ------------------------ ------------------------
Long term liabilities
Convertible loan notes 310,699 - -
----------------------- ----------------------- -----------------------
310,699 - -
----------------------- ----------------------- -----------------------
Equity attributable to owners
of the parent
Share capital 458,420 358,949 358,949
Share premium account 20,586,758 18,154,985 18,154,985
Merger reserve 1,064,712 1,064,712 1,064,712
Other reserves 26,879 (1,665) (6,382)
Retained deficit (21,827,715) (18,299,075) (16,634,898)
------------------------ ------------------------ ------------------------
309,054 1,277,906 2,937,366
Non-controlling interests - (613,147) (679,826)
TOTAL EQUITY 309,054 664,759 2,257,540
------------------------ ------------------------ ------------------------
TOTAL EQUITY AND LIABILITIES 1,721,512 2,482,644 3,963,201
=============== =============== ===============
Retained earnings
Share Share Premium Merger Reserve Other Reserves reserve Non-controlling
Capital GBP GBP GBP GBP Sub-total interests Total equity
GBP GBP GBP GBP
At 1 April 2012 358,949 18,154,985 1,064,712 (6,382) (16,525,649) 3,046,615 3,046,615
(as previously reported)
(109,249) (109,249) (679,826) (789,075)
Prior year adjustment
-------------------- -------------------- ----------------------- ------------------- ---------------------- --------------------- -------------------- ---------------------
At as 1 April 2012
(restated) 358,949 18,154,985 1,064,712 (6,382) (16,634,898) 2,937,366 (679,826) 2,257,540
Loss for the year (1,738,160) (1,738,160) 66,679 (1,671,481)
Currency translation
difference 4,717 4,717 4,717
-------------------- -------------------- ----------------------- -------------------- ---------------------- --------------------- -------------------- ---------------------
Total comprehensive loss
for the year - - - 4,717 (1,738,160) (1,733,443) 66,679 (1,666,764)
Share based payments 73,983 73,983 73,983
-------------------- -------------------- ------------------- -------------------- ---------------------- ----------------------- --------------------- -----------------------
Equity as at 31 March 2013 358.949 18,154,985 1,064,712 (1,665) (18,299,075) 1,277,906 (613,147) 664,759
============= =============== ============= =============== =============== =============== =============== ===============
Loss for the year (986,144) (986,144) 149,695 (836,449)
Currency translation
difference (40,757) (40,757) (40,757)
-------------------- -------------------- ----------------------- -------------------- ---------------------- --------------------- -------------------- ---------------------
Total comprehensive loss
for the year (40,757) (986,144) (1,026,901) 149,695 (877,206)
Share issue 15,124 468,250 483,374 483,374
Share issue costs (60,877) (60,877) (60,877)
Purchase of
non-controlling interest 84,347 2,024,400 (2,572,199) (463,452) 463,452 -
Issue of convertible loan
notes 69,301 69,301 69,301
Share based payments 29,703 29,703 29,703
-------------------- -------------------- ------------------- -------------------- ---------------------- ----------------------- --------------------- -----------------------
Equity as at 31 March 2014 458,420 20,586,758 1,064,712 26,879 (21,827,715) 309,054 - 309,054
============= =============== ============= =============== =============== =============== =============== ===============
Convertible loan note reserve
Translation reserve GBP Other reserves
Other reserves comprise of GBP GBP
At 1 April 2012 (6,382) (6,382)
Currency translation difference 4,717 4,717
Other comprehensive income
---------------------- ---------------------- -----------------------
Total comprehensive income for the
year 4,717 4,717
---------------------- ---------------------- -----------------------
Equity as at 31 March 2013 (1,665) (1,665)
============= =============== =============
Loss for the year
Currency translation difference (40,757) (40,757)
---------------------- ---------------------- -----------------------
Total comprehensive income for the year (40,757) - (40,757)
Conversion of loan notes 69,301 69,301
---------------------- ---------------------- -----------------------
Equity as at 31 March 2014 (42,422) 69,301 26,879
============= =============== =============
2014 2013
GBP GBP
(restated)
CASH FLOW FROM OPERATING ACTIVITIES
Loss for the year before tax (836,449) (1,671,481)
Adjustments for:
Share based payments 29,703 73,983
Depreciation 65,615 45,602
Amortisation 70,750 63,194
Loss on disposal of property, plant and
equipment 716 18,129
Loss on write off of intangible assets 80,362 -
Finance income - (3,157)
Finance costs 29,325 1,605
Loan forgiveness (684,289)
Exchange gain or loss (11,873) 5,828
Changes in working capital
(Increase) / decrease in inventories 232,588 (118,321)
Decrease in trade and other receivables 294,210 125,846
Increase in trade and other payables (60,718) 6,876
------------------------ ------------------------
CASH USED IN OPERATING ACTIVITIES (790,060) (1,451,896)
Income taxes credit received - -
------------------------ ------------------------
NET CASH USED IN OPERATING ACTIVITIES (790,060) (1,451,896)
------------------------ ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire property, plant and
equipment (107,446) (28,294)
Proceeds from the sale of property, plant
and equipment - 13,742
Payments to acquire intangible assets (135,582) (78,783)
Finance income - 3,157
------------------------ ------------------------
NET CASH USED IN INVESTING ACTIVITIES (243,028) (90,178)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on issue of ordinary shares 483,374 -
Share issue costs (60,880) -
Proceeds on issue of convertible loan
notes 380,000
Capital element of finance lease rental
payments - (5,013)
Interest paid (29,325) (1,605)
------------------------ ------------------------
NET CASH INFLOW FROM FINANCING 773,169 (6,618)
------------------------ ------------------------
Net (decrease) / increase in cash and
cash equivalents (259,919) (1,548,692)
Cash & cash equivalents at the beginning
of the financial year 358,440 1,907,132
------------------------ ------------------------
Cash & cash equivalents at the end of
the financial year 98,521 358,440
================ ================
1 Basis of preparation
The financial statements have been prepared in accordance with
the AIM rules and the basis of accounting policies set out in the
accounts for the year ended 31 March 2013 and on the basis of all
International Financial Reporting Standards ("IFRS") as adopted by
the European Union that are expected to be applicable to the
Group's statutory accounts for the year ended 31 March 2014. The
financial statements are unaudited and were approved by the
Directors on 24 June 2014. The information set out herein is
abbreviated and does not constitute statutory accounts within the
meaning of Section 434 of the Companies Act 2006. The results for
the year ended 31 March 2013 are in abbreviated form and have been
extracted from the published financial statements and restated to
reflect the re-assessment of control over Byotrol Consumer Products
Limited ("BCP") which had previously been accounted for as a joint
venture but is now treated as a subsidiary. The March 2013
financial statements were audited and reported upon without
qualification by Baker Tilly UK Audit LLP and did not contain a
statement under Section 498(2) or (3) of the Companies Act 2006.
Statutory accounts for the financial year ended 31 March 2013 have
been filed with the Registrar of Companies.
The company is a limited liability company incorporated and
domiciled in England & Wales and whose shares are quoted on
AIM, a market operated by The London Stock Exchange. The
consolidated financial information of Byotrol plc is presented in
Pounds Sterling (GBP), which is also the functional currency of the
parent.
Prior year adjustment
The Directors of the Company have re-assessed the accounting
treatment of the Group's investment in BCP in the consolidated
financial statements. The Directors have concluded that the nature
of the shareholders agreement together with the associated
technology and service agreements had the effect of putting Byotrol
plc in control of BCP and the results and financial position of BCP
have been fully consolidated into the Group results. Previously,
Byotrol Consumer Products Limited was treated as a joint venture
and accounted for using the equity method of accounting.
Comparative amounts for the prior period and the related amount
as at 1 April 2012 have been restated in accordance with this prior
year adjustment.
2 Segmental information
The Group has three reportable segments, being Professional,
Consumer and Pet. This disclosure correlates with the information
which is presented to the Group's Chief Decision Maker, the CEO.
The segments reflect the industry sectors within which the Group
generates its revenue.
The first segment concerns the Professional sector incorporating
business to business sales into Food, Health and Industrial. The
second segment concerns the consumer sector and primarily revenue
generated from licence agreements with third parties for the
manufacture and sale of products incorporating Byotrol technology.
The third segment concerns the Pet sector, where finished goods are
manufactured and sold into the companion animal sector.
The Group operates in different geographic locations. The
revenue generated from the different geographic locations is
analysed separately in the information below.
The Group's centrally incurred administrative expenses,
incorporating the ongoing research and development work, operating
income and assets and liabilities cannot be allocated to individual
segments.
Continuing operations
Professional Consumer Pet Total
Year ended 31 March 2014 GBP GBP GBP GBP
REVENUE
United Kingdom 1,448,520 278,909 456,010 2,183,439
North America 76,099 451,613 - 527,712
Rest of world 94,900 55,239 265,116 415,255
Total revenue 1,619,519 785,761 721,126 3,126,406
Cost of sales (1,385,745) - (511,999) (1,897,744)
Gross profit 233,774 785,761 209,127 1,228,662
Centrally incurred income and expenditure not attributable to
individual segments
Administrative costs (1,972,762)
Exceptional administrative income 103,044
Depreciation and amortisation (136,365)
Share based payments (29,703)
Finance income -
Finance costs (29,325)
Loss before tax (836,449)
2 Segmental information (continued)
Continuing operations
Professional Consumer Pet Total
12 months ended 31 March 2013 GBP GBP GBP GBP
(AS RESTATED)
REVENUE
United Kingdom 1,136,693 238,854 536,037 1,911,584
North America 160,843 548,712 - 709,555
Rest of world 113,174 69,953 244,004 427,131
Total revenue 1,410,710 857,519 780,041 3,048,270
Cost of sales (1,009,513) - (553,829) (1,563,342)
Gross profit 401,197 857,519 226,212 1,484,928
Central income and expenditure not attributable to
individual segments
Administrative costs (2,975,182)
Depreciation and amortisation (108,796)
Share based payments (73,983)
Finance income 3,157
Finance costs (1,605)
Loss before tax (1,671,481)
3 Exceptional items
As part of the acquisition of the non-controlling interest in
BCP, a loan of GBP684,289 was forgiven by Whatif Joint Ventures
Ltd, a related party. This is treated as an exceptional income item
in the period under review.
During this period the Company has been going through an
extensive process of reorganisation. As part of that process, it
has incurred considerable one-off costs as set out in more detail
below. Included within these items is a specific and once-only
write-off of (previously-identified but not actioned) obsolete and
damaged stock.
Total exceptional items are therefore as follows:
Loan forgiven (684,289)
Patent write offs 80,362
Legal costs of acquisition of non-controlling interest in BCP 15,820
Costs involved in closure of the USA office 25,000
Stock write offs 79,361
Director & staff settlement & salary costs 380,702
TOTAL (103,044)
During the year, considerable duplication of resources has been
removed from the Group. Based on the following further one-off
costs, we calculate Normalised EBITDA as follows:
EBITDA (excluding exceptional items) (773,803)
Bad debt write off 76,000
Relocation costs for head office 6,000
Directors & staff costs (duplication) 58,000
Normalised EBITDA (633,803)
4 Loss per ordinary share
The loss per ordinary share attributable to the owners of the
parent is based on the losses for the year ended of GBP986,144
(2013: GBP1,738,160) and the weighted average number of ordinary
shares in issue during the year of 163,854,920 (
2013:143,579,676).
The loss for the period and the weighted average number of
ordinary shares for calculating the diluted earnings per share for
the year ended 31 March 2014 and for the comparative periods are
identical to those used for the basic earnings per share. This is
because the outstanding share options and convertible loan notes
would have the effect of reducing the loss per ordinary share and
would therefore not be dilutive.
5 Taxation
No liability to UK corporation or overseas income taxes arises
for the period due to losses incurred. The Directors have assessed
the position in relation to deferred tax and concluded that no
provision or asset should be created at this stage in respect of
deferred tax in view of the timescale and uncertainty of the
recovery of tax losses. This position will be reviewed again at 30
September 2014.
6 Post balance sheet events
In the period since the balance sheet date, Byotrol Plc, has
conditionally raised GBP1,250,000 before expenses, by the placing
for cash of 41,666,668 new ordinary shares of 0.25 pence each at 3
pence per Placing Share
7 Report and Financial Information
It is intended that copies of the financial statements for the
Group for the year ended 31 March 2014 will be available from the
Company's registered office and will be posted to shareholders and
on the Company's website on 3 July 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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