We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register to chat with like-minded investors on our interactive forums.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Biocare | LSE:BSN | London | Ordinary Share | GB00B1528F83 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
RNS Number:4937Y
Biocare Solutions PLC
18 June 2007
Biocare Solutions Plc ("Biocare" or the "Company")
Final results for the year ended 31st December 2006
Chairman's and managing director's report
We are pleased to report on the results of Biocare and its subsidiaries for the
year ended 31 December 2006 and comment on the board's view of your group's
prospects for the following financial year.
Overview
Since Biocare's admission to trading on AIM on 18 September 2006, considerable
progress has been achieved in expanding the Company's production capabilities.
In our recently-built facility at Ferrandina, in Basilicata, Southern Italy, the
infrastructure and services have been installed and the first high speed
production line was scheduled to be commissioned during May. However, due to
problems associated with the building in Ferrandina the projected completion
date has been delayed. Having resolved these issues and having recommenced the
construction and installation processes the Company now believes production will
commence in July 2007.
With the closure of the old plant at Meda, in Northern Italy scheduled for the
end of July 2007 and the move to a nearby new commercial facility at Novedrate
further cost savings and efficiencies will be effected. Once the Ferrandina
facility is operational, the production lines will be capable of manufacturing
over three times the existing production rate. The new plant, which will be
highly automated, will also meet the highest technical and environmental
standards demanded across the EU. Management expect to obtain ISO 9000
certification prior to the end of September with ISO 14000 following before the
end of the year.
Product development
At the same time as developing the new manufacturing facilities the Company has
continued product development for new products and improved specifications for
existing product lines. Since the beginning of 2006, 7 new product lines,
including 2 hypoallergenic laundry products and 3 fabric conditioners, have been
launched and have been well received by principal customers.
Markets
Turning to our markets, discussions with major customers in Italy continue to
demonstrate considerable untapped opportunities for the Company. As announced in
the update on 10 April, one major Italian retail group intend to expand
distribution to a wider group of stores in Italy and to introduce a new range of
own-label natural household cleaning products. The new facility will be
certified to meet their production standards. Other large supermarket chains are
indicating their appetite for our product as soon as production capability
allows.
Although the turnover in the UK has increased four times over 2005, the UK
market has proved more difficult for Biocare to penetrate. Currently we have
product in Sainsbury's and Coop and in May we received confirmation of
acceptance of two products to be carried by Morrison's. The Company recruited a
senior sales executive to develop the UK market and is closely in touch with all
the major supermarkets to pursue potential opportunities and the expansion of
the UK market. In addition the Company is pursuing additional but less
restrictive distribution to build on initial success in the UK.
In South East Asia, a possible joint venture with a Malaysian consortium has
developed. The potential partners have indicated that they wish to acquire up to
a 49% stake in the group's Asian business. Negotiations are progressing and the
board will update shareholders when an agreement is crystallised. The Company is
continuing negotiations with a Romanian group in respect of potential
distribution in Eastern Europe.
Financial
Turnover of #2,398,000 was 102% up on the prior year (2005: #1,188,000).
The gross profit margin over the year of 45% (2005: 54%), was impacted during
the latter half of the year partially due to product mix and the disruptions due
to the restructuring of the Company's manufacturing processes and the move to
Ferrandina. Under normal conditions, the directors expect a gross profit nearer
to 50%. This key performance indicator is expected to recover once production
starts in Ferrandina.
Operating loss for the year was #2,498,000; (2005: #2,117,000).
An exceptional finance charge of #1,210,000 arose on the conversion of loans
outstanding on admission to the AIM market ("Admission"). This charge is as
shown as part of interest payable in the profit and loss account.
Attributable losses for shareholders for the year at #3,922,000 (2005:
#2,195,000) result in a loss per share of 7.3p (2005: Restated 6.7p). There is
no tax charge for the year. The group has tax losses carried forward as result
of which the group expects no tax liability in either 2007 or 2008.
The board is not recommending a dividend.
Going Concern
Although the group has traded at a loss to date, we believe that the group has
strong future prospects and the accounts have been produced on a going concern
basis. We draw attention to note 1 to the financial statements, which provides
further information.
Acquisition of Ferrandina facility
In December 2006, the Company invested #957,000 in the Ferrandina facility. This
freehold property has been independently valued at market value on an existing
use basis and certified by an external qualified professional valuer. The
directors have taken the increase in value of #1,138,000 directly to revaluation
reserve.
Plant and ancillary equipment costing approximately #1,600,000 includes the new
high-speed production line and mechanised warehousing facility with a storage
capacity of in excess of 1,500 pallets.
Loans
All loans and accumulated interest outstanding at the time of Admission were
settled from the proceeds of the IPO. Since the balance sheet date, the Company
has agreed a new loan facility with its major shareholder, RAB Special
Situations (Master) Fund Limited of up to #500,000 to provide short term working
capital to the group.
Staff
Biocare's staff have continued to show outstanding commitment to the group,
through a very demanding and challenging year and the directors are most
grateful for all their hard work.
Directors
Rebecca Wood, one of our two non-executive directors, is currently on maternity
leave and has indicated her intention to retire at the forthcoming annual
general meeting in order to devote more time to her family. We are grateful to
Rebecca for her valuable input at the time of the flotation and over the
subsequent period. With regard to a replacement non-executive director, the
board have interviewed and short-listed two candidates with the appropriate
experience and backgrounds.
Outlook
The board of Biocare have reviewed the forward position of the group and is
confident that it will be able to deliver the expected build up of production
once the new facility at Ferrandina is fully operational. The board expects the
group to be moving towards profitable trading by the end of 2007 and looks
forward to the future with confidence.
Consolidated profit and loss account
for the year ended 31 December 2006
Notes 2006 2005
# #
Turnover 2 2,397,794 1,188,233
Cost of sales (1,320,461) (542,138)
--------- ---------
Gross profit 1,077,333 646,095
Administrative expenses (3,575,305) (2,763,589)
--------- ---------
Operating loss (2,497,972) (2,117,494)
Interest receivable 16,475 2,940
--------- ---------
Loan interest payable (230,890) (80,453)
Exceptional finance charges (1,209,620) -
--------- ---------
Interest payable and similar
charges 3 (1,440,510) (80,453)
--------- ---------
Loss on ordinary activities
before taxation (3,922,007) (2,195,007)
Tax on loss on ordinary activities - -
--------- ---------
Loss for the financial year (3,922,007) (2,195,007)
--------- ---------
Earnings per share 4 As restated
Loss per share - Basic and
diluted (7.3)p (6.7)p
--------- ---------
All amounts derive wholly from continuing activities.
Consolidated statement of total recognised gains and losses
for the year ended 31 December 2006
Notes 2006 2005
# #
Loss for the financial year (3,922,007) (2,195,007)
Exchange gains arising on
consolidation 8,335 (71,521)
Unrealised surplus on
revaluation of property 1,137,677 -
--------- ---------
Total recognised gains and
losses related to the year (2,775,995) (2,266,528)
--------- ---------
Consolidated balance sheet
as at 31 December 2006
Notes 2006 2005
# # # #
Fixed assets
Intangible assets 395,718 464,343
Tangible assets 3,290,688 825,949
--------- ---------
3,686,406 1,290,292
Current assets
Stocks 817,656 620,187
Debtors 2,289,894 1,386,741
Cash at bank and in hand 1,230,661 233,136
--------- ---------
4,338,211 2,240,064
Creditors: amounts falling
due within one year (1,712,404) (4,283,750)
--------- ---------
Net current assets/
(liabilities) 2,625,807 (2,043,686)
--------- ---------
Total assets less current
liabilities 6,312,213 (753,394)
Creditors: amounts falling
due after more than one
year (159,894) -
--------- ---------
Net assets/(liabilities) 6,152,319 (753,394)
--------- ---------
Capital and reserves
Called up share capital 5 916,548 681,161
Share premium 7 7,608,407 3,236,239
Revaluation reserve 1,137,677 -
Merger reserve 5,010,633 -
Share option reserve 63,520
Profit and loss account (8,584,466) (4,670,794)
--------- ---------
Shareholders' funds 6,152,319 (753,394)
--------- ---------
Consolidated cash flow statement
for the year ended 31 December 2006
2006 2005
# #
Reconciliation of operating loss to net cash
Operating loss (2,497,972) (2,117,494)
Depreciation charges 209,631 166,603
Amortisation of goodwill 61,370 61,773
Exchange differences arising on consolidation 18,410 (40,756)
Services paid through issue of loans and shares - 164,200
Increase in stocks (197,469) (132,565)
Increase in debtors (909,181) (619,070)
(Decrease)/increase in creditors (226,552) 785,201
Share option charges 63,520 -
--------- ---------
Net cash outflow from operating activities (3,478,243) (1,732,108)
--------- ---------
CASH FLOW STATEMENT
Net cash outflow from operating activities (3,478,243) (1,732,108)
Returns on investments and servicing of finance (288,320) 2,420
Capital expenditure (1,328,352) (195,034)
--------- ---------
(5,094,915) (1,924,722)
Financing 6,092,440 2,114,455
--------- ---------
Increase in cash 997,525 189,733
--------- ---------
Reconciliation of net cash flow to movement in net debt
Increase in cash in the period 997,525 189,733
Decrease/(increase) in debt and lease
financing 2,316,128 (2,114,455)
Convertible loans (2,178,655)
--------- ---------
Change in net debt 3,102,492 (4,103,377)
(Net debt)/net funds at 1 January (2,070,519) 2,032,858
--------- ---------
Net funds/(net debt) at 31 December 1,031,973 (2,070,519)
--------- ---------
1 Accounting policies
Accounting convention
The accounts have been prepared under the historical cost convention as modified
by the revaluation of land and buildings and in accordance with applicable
accounting standards.
Going concern
Although the group has to date traded at a loss, the directors have prepared
cash flow projections which indicate that the group will be able to generate
cash within the next 12 months. The directors believe that the projections have
been prepared on a realistic basis and reflect the anticipated growth in trading
activities in the foreseeable future. Whilst the directors have a reasonable
expectation of achieving these turnover forecasts there is inherent uncertainty
in such matters. Asset finance has been put in place since the year end in
respect of the new production line and a new loan facility has recently been
negotiated with the Company's major shareholder (note 8 "Post balance sheet
events"). The directors are intending to finance the increase in future trading
activities with a combination of credit finance and a loan facility in respect
of the group freehold property. The loan facility is expected to enable the
group to repay the shareholder loan and to provide additional working capital.
For these reasons the directors consider it appropriate to adopt a going concern
basis in preparing the accounts. If the Company or its subsidiaries were unable
to continue in operational existence for the foreseeable future, adjustments
would have to be made to reduce the balance sheet values of assets to their
recoverable amount and to provide for further liabilities that might arise, and
to reclassify fixed assets and long term liabilities as current assets and
liabilities.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and group undertakings. These are adjusted, where appropriate, to
conform to group accounting policies. Acquisitions within the sub-group headed
by Biocare Solutions (UK) Limited are accounted for under the acquisition
method. The results of companies acquired or disposed of are included in the
profit and loss account after or up to the date that control passes
respectively. As a consolidated profit and loss account is published, a separate
profit and loss account for the parent Company is omitted from the group
financial statements by virtue of section 230 of the Companies Act 1985.
Merger accounting
The shareholders of Biocare Solutions (UK) Limited (formerly Biocare Solutions
Limited) exchanged the entire shareholdings in Biocare Solutions (UK) Limited
for shares in Biocare Solutions Plc on 21 August 2006, as part of a share for
share exchange in consideration for the entire share capital of Biocare
Solutions (UK) Limited. On that day, Biocare Solutions (UK) Limited became a
wholly owned subsidiary of Biocare Solutions Plc.
The transaction qualifies as a group reconstruction within the meaning of FRS 6
"Acquisitions and Mergers", and has been accounted for using the merger
accounting method. Accordingly, the financial statements for the current and
prior period have been prepared as if Biocare Solutions (UK) Limited had been
owned by Biocare Solutions Plc throughout the current and prior period. The
results of Biocare Solutions (UK) Limited for the year ended 31 December 2005
have been audited but the comparative information has been prepared as if
Biocare Solutions Plc owned Biocare Solutions (UK) Limited for the whole of the
year ended 31 December 2005. The current year results presented are for the full
12 months of Biocare Solutions (UK) Limited and the period since incorporation
of Biocare Solutions Plc.
Share based payments
The group operates a Share Option Scheme and a Subscription Share Option Scheme,
in which employees and directors hold options to subscribe for ordinary shares
of 1p each as granted by the Company.
The cost of the share-based employee compensation arrangements, whereby
employees receive remuneration in the form of shares or share options, is
recognised as an employee benefit expense in the profit and loss account.
The total expense to be apportioned over the vesting period of the benefit is
determined by reference to the fair value (excluding the effect of non
market-based vesting conditions) at the date of grant. The assumptions
underlying the number of awards expected to vest are subsequently adjusted for
the effects of non market-based vesting to reflect the conditions prevailing at
the balance sheet date. Fair value is measured by the use of a Black-Scholes
model. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of the non-transferability, exercise
restrictions and behavioural considerations.
2 Turnover
Turnover represents the invoiced value of goods supplied by the group, net of
value added tax and trade discounts.
Segmental information
The business solely comprises a retail range of household cleaning and laundry
products originating in Italy.
Analysis by geographical market: 2006 2005
# #
Italy 2,212,560 1,115,148
Malaysia 42,529 40,820
UK 142,705 32,265
-------- --------
2,397,794 1,188,233
-------- --------
3 Interest payable and similar charges
2006 2005
# #
Other loans 227,537 80,453
Finance charges payable under finance leases
and hire purchase contracts 3,353 -
Exceptional finance charges arising on
conversion of convertible loans converted
following Admission 1,209,620 -
--------- --------
1,440,510 80,453
--------- --------
4 Earnings per share
as restated
2006 2005
# #
Loss for the year (3,922,007) (2,195,007)
Weighted average number of ordinary
shares in issue 53,942,699 32,798,923
Basic and diluted loss per share (7.3)p (6.7)p
--------- ---------
FRS 22 requires presentation of diluted earnings per share (EPS) when a Company
could be called upon to issue shares that would decrease net profit or increase
net loss per share. For a loss making Company with outstanding share options,
net loss per share would only be increased by the exercise of out-of-the-money
options. Since it seems inappropriate to assume that option holders would act
irrationally and there are no other diluting future share issues, diluted EPS
equals basic EPS.
Following the share for share exchange, detailed under the heading "Merger
Accounting" in note 1, the comparative figures were required to be restated due
to the change in number of shares in issue.
5 Share capital
2006 2005
# #
Authorised:
Ordinary shares
of 1p each 2,000,000 2,000,000
-------- --------
2006 2005 2006 2005
No No # #
Allotted, called up and fully paid:
Ordinary shares
of 1p each 91,654,800 68,116,093 916,548 681,161
-------- --------- -------- --------
Movement in share capital
Number allotted Nominal value Nominal value
2006 2006 2005
No # #
At 1 January 2006 68,116,093 681,161 -
Share issued before share for
share exchange 12,833,333 128,333 681,161
Transfer to merger reserve
further to share for share (40,474,726) (404,747) -
Share issued after share
for share exchange 51,180,100 511,801 -
--------- -------- --------
At 31 December 2006 91,654,800 916,548 681,161
--------- -------- --------
Date Number allotted Nominal value Consideration
21/08/ 2006 Share for share exchange 40,474,714 404,747 404,747
18/09/ 2006 Conversion of warrants 5,774,000 57,740 577,400
18/09/ 2006 Conversion of loans 14,156,098 141,561 1,721,600
18/09/ 2006 Issued on Admission 31,250,000 312,500 6,250,000
--------- -------- --------
91,654,812 916,548 8,953,747
========= ======== ========
On 21 August 2006, the Company underwent a capital reorganisation, where the
holders of the ordinary share capital in Biocare Solutions (UK) Limited
exchanged 2 ordinary shares for 1 ordinary share in Biocare Solutions Plc. As a
result the outstanding share options and option prices were adjusted
accordingly.
The following transactions relating to warrants took place during the period:
Warrants Number
At 1 January 2006 16,500,000
Exercised (9,500,000)
Lapsed (7,000,000)
---------
At 31 December 2006 -
---------
On 15 March 2006, 9,500,000 warrants were exercised at 10.5p resulting in the
issue to the warrant holder of 9,500,000 ordinary shares of 1p. The remaining
7,000,000 warrants were held by Trellus Partners LP and pursuant to a warrant
novation agreement upon exercise of these warrants Trellus Partners LP have a
right to exercise their warrants in ordinary shares of Biocare Solutions Plc at
a price of 23.75 pence at any time up to 31 December 2006 when they lapsed.
Contingent right to the allotment of shares
The following options to subscribe for ordinary shares of 1p each in Biocare
Solutions Plc have been granted under the Biocare Solutions Plc Employees' Share
Option Plan 2006 ("2006 Options").
Granted
Date Option Outstanding during Outstanding
Option Plan of grant price 11-May-06 year 31-Dec-06
--------------------- ---------- ------- --------- -------- ---------
Biocare Solutions Plc
Employees' Share
Option plan 2006 31/07/2006 30p - 1,955,000 1,955,000
Individual share
option agreements
2006 31/07/2006 23.752p - 1,000,000 1,000,000
---------- ------- --------- -------- ---------
Totals - 2,955,000 2,955,000
--------------------- ---------- ------- --------- -------- ---------
During the year no options were exercised or lapsed. All grants are exercisable
three years after the date of grant and expire after ten years from the date of
grant. The total expense recognised for the period arising from share-based
payment transactions, included in wages and salaries is #63,520 (2005 - #nil).
The weighted average exercise price of the above options is 27.89p.
6 Share-based payments
In compliance with FRS 20, "Share Based Payment", the Company has attributed a
fair value to the issue of the above options and has used the Black-Scholes
calculation method to calculate this fair value. The fair value of these options
has been charged to the profit and loss account over the vesting period, which
is a three year period from date of grant.
Number Weighted
of share average
options exercise price
# #
Outstanding at 1 January 2006 - -
Granted during the year 2,955,000 27.89
Exercised during the year - -
---------
Outstanding at 31 December 2006 2,955,000 27.89
---------
Exercisable at 31 December 2006 -
---------
The fair value of the options granted as at 31 December 2006 is 10.75p
The inputs into the Black-Scholes model are as follows:
2006
Share price at grant 15p
Expected volatility 25%
Expected life 5 years
Risk free rate 4.78%
Expected dividend yield -
7 Share premium
2006 2005
# #
At 1 January 2006 3,236,239 2,800,000
Shares issued 10,516,466 436,239
Transfer to merger reserve (4,605,886) -
Expenses of issue (1,538,412) -
--------- ---------
At 31 December 2006 7,608,407 3,236,239
--------- ---------
8 Post balance sheet events
On 15 June 2007, the Company entered into a loan note agreement with RAB Special
Situations (Master) Fund Limited for a loan of up to #500,000. The loan is
repayable either when the Company agrees a mortgage on its freehold property or
on demand after 12 months. The rate of interest on the first tranche of
#300,000, which was advanced on completion of the agreement, is 1% for three
months, 2% for the following 3 months and 2.5% per month thereafter. If the
balance of #200,000 is drawn down, both the initial tranche and the second
tranche will attract an interest rate of 2% per month until 6 months after the
initial drawdown and 2.5% per month thereafter.
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 31 December 2006 or 2005, but is derived
from those accounts. Statutory accounts for 2005 have been delivered to the
Registrar of Companies and those for 2006 will be delivered following the
Company's annual general meeting. The auditors have reported on the 2005
accounts and have yet to report on the 2006 accounts; for the 2005 accounts
their report was unqualified and did not contain statements under s237(2) or (3)
Companies Act 1985.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FAMRTMMJBBAR
1 Year Biocare Chart |
1 Month Biocare Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
