Interim Results

Plant Health Care PLC 27 September 2004 Plant Health Care plc Interim Results for the six months ended 30 June 2004 Plant Health Care plc ('PHC' or 'the Company'), a leading provider of natural products for plants and soil, announces its maiden interim results for the six months ended 30 June 2004. The Company listed on the AIM market of the London Stock Exchange in July raising £5.4 million net of expenses. Highlights - Turnover increased by 8% to $4.5 million (2003:$4.2 million) - Gross profit $1.9 million (2003: $2.0 million) - Reclamation business first half revenues more than double that of the prior year - Exclusive world wide license agreement with UK based Environmentally Conscious Solutions (ECS) to distribute entirely plant based organic plant food - Currently PHC's fastest growing and highest margin product - Expansion of sales and marketing team in the US and Europe - 'White-labeling' deal with one of the world's largest manufacturers of plant products to the retail market is in the final stages of completion and the Directors look forward to making an announcement soon. - Acquisition VAMTech, Inc. is in the final stages of completion - VAMTech has a very powerful patented product that has broad applications across all of PHC's product lines including those for the agriculture market Commenting on the results, PHC Chairman, Albert Fischer said: 'Following our admission to AIM, PHC, with its good track record of organic growth, is in a strong position to develop additional product lines, achieve infill acquisitions of companies with complementary products and customers and to extend the success of our land reclamation business to other areas. We are now very near to completing a distribution agreement with one of the world's largest manufacturers of plant products and we look forward to updating shareholders shortly.' Plant Health Care plc Tavistock Communications John Brady, CEO Jeremy Carey/John West/Katy Pratt 27-30 September Tel: 020 7920 3150 Tel: 020 7920 3150 Thereafter: 001 603 525 3702 Email: kpratt@tavistock.co.uk PLANT HEALTH CARE INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2004 Chairman's Statement Following our successful listing on the AIM Market of the London Stock Exchange, in July 2004, I would like to welcome new shareholders to the Company and present the Company's maiden interim results. Plant Health Care, a leading provider of natural products for plants and soil, raised a total of £5.4 million, after deducting expenses of the offering. The Board is confident that the funds raised will enable the Company to implement its growth strategy and to take advantage of the opportunities outlined at the time of the AIM listing. The Company has already started using the proceeds from the placing to expand its sales and marketing team and is close to completing the acquisition of VAMtech. This will be the first of a number of small acquisitions which we intend to add to our product lines and customer base. I am also pleased to report that we are now in the final stages in negotiating a contract with one of the world's largest manufacturers of plant products, to distribute our products through their distribution network. Financial Results The results for the six months ended 30 June 2004 reflect the Company's emphasis in that period on organic growth in its key markets. Turnover increased by 8% to $4,534,000 (2003: $4,201,000). The increase came primarily as a result of the improving performance of the Company's land reclamation business operations in the United States, where sales rose by 117%. In addition, European product sales increased by 26%. Product sales in the United States were flat despite one of the Company's largest distributors in the turf market, Simplot, unexpectedly announcing the disposal of its operations east of the Rocky Mountains. Sales to our other largest customers continued to increase in the double digit range, but this was offset by lower sales at our Mexican subsidiary, where turnover fell by 19%, due to the cancellation of a large government project. However, we have worked towards increasing sales to other customers and we expect to have built enough additional business to compensate for the loss of that project by the end of the year. The Company returned a gross profit of $1,933,000 (2003: $2,002,000). The decrease in margin has arisen because of a change in the sales mix. The strong demand in our reclamation activities has necessitated the involvement of more subcontractors. We have experienced greater sales of lower margin products in the US, notably the soil nutrient and water care products, as well as an increase in manufacturing costs, as we have prepared for larger volumes in the future. However, the Company expects a return to more historical operating margins in the future as the benefit of our additional sales and marketing effort takes effect and from high-margin consulting work in the reclamation business in the second half. Total administrative expenses increased by 29% to $2,703,000 (2003: $2,089,000). This increase included non-capital IPO costs ($229,000), the Company's first consolidated audit costs ($105,000) and exchange rate effects ($132,000). There were increased personnel costs ($90,000) because of general salary alignment of the wages in our Mexican subsidiary, as well as higher medical insurance premiums in the US. However, our non-sales head count remained the same as in 2003, reflecting a more efficient operation as a whole. In addition, the 2003 results benefited from the reverse of a bad debt provision ($77,000). Overall this resulted in an operating loss for the period of $770,000 (2003: operating loss $87,000), a total loss for the period of $1,047,000 (2003: total loss $279,000), and loss per share of $0.08 (2003: loss per share $0.02). As indicated in the AIM Admission Document the Directors will not be recommending the payment of an interim dividend at this stage in the Company's development. Acquisition of new product lines and technologies In July of this year the company signed an exclusive world wide license agreement with Environmentally Conscious Solutions (ECS) of the UK for the distribution of its entirely plant based organic plant food. PHC's European operations have been selling this product for the past two years and have developed the distribution of this product in key markets in the UK, Spain, Greece and The Netherlands. Over this two year period the product has become one of PHC's fastest growing and highest margin products. With the signing of this exclusive license, PHC will begin distribution of the product in the US and Mexico in 2005. Acquisition of complementary companies We continue to explore acquisition opportunities and as indicated in the Company's AIM Admission Document, the acquisition of the technology developed by VAMTech, Inc. is in the final stages of completion. With the addition of the VAMTech technology PHC will own the rights to a very powerful patented product that has broad applications across all of PHC's extensive product lines including those for the agriculture market. The Company is also in discussions with several other biological based companies about either forming strategic alliances or the out-right acquisition of their technologies. Development of distribution channels The Company continues to add distributors and sales personnel in its key markets. As mentioned in the AIM Admission Document the Company had entered into a Letter of Intent to provide biological products to Simplot Partners, one of the largest turf distributors in the US and Mexico. In late July Simplot announced a restructuring of its organisation and the shedding of its distribution centres east of the Rocky Mountains. PHC has since been in contact with several regional turf distributors and the Directors hope to be able to replace this lost business in due course. Expansion of sales and marketing team We have recruited new sales staff in both the United States and in Europe as part of the Company's continuing expansion programme and we will continue to expand our sales reach into new geographic markets. Corporate Restructuring The corporate restructuring necessary for our AIM listing included the acquisition of the issued share capital of the US based company Plant Health Care Inc, by the new company Plant Health Care plc. This is now in the final stages of completion with 92% of the former Plant Health Care Inc shareholders having exchanged their shares for Plant Health Care plc shares. Operating Review The Company has experienced excellent growth in the reclamation business with first half revenues more than double that of the previous year. PHC Reclamation is now starting to generate revenue from the Carissa Mine contract of Wyoming that was signed in 2003 and there are a number of other long term contracts that are underway or pending that, together with the Carissa Mine contract, will have a positive impact on the Company's performance in the second half of this year and thereafter. Although the US operation, as a whole, experienced flat sales for the first half owing to the loss of the Simplot revenue, all of its other major US distributors showed good growth in revenues. The Company has recently has hired two experienced sales representatives in the California and mid Atlantic regions to further develop new distribution outlets. The effect of these key personnel will positively impact the company in the coming months. PHC's European subsidiary also saw revenue growth of 26% as demand for its Organic Plant Food continued to develop. The Mexican operation suffered due to the cancellation of a large government joint venture project between Coca Cola, Bimbo Bread Co. and Plant Health Care. Despite this setback this operation is well positioned in the local agricultural markets and we expect sales to improve in the second half. The Company will continue to focus on organic growth and cost control, as well as acquisition opportunities that will enlarge our product portfolio and increase our distribution reach. Outlook PHC is a strong business with a good track record of organic growth and we are confident that the development of new sales channels and product lines, acquisitions of complimentary businesses and technologies and the continuing success of our land reclamation business will ensure that the Company is able to increase both revenues and profits. We have strong footholds in a number of markets and with our expanded sales force we expect an improvement in turnover throughout the second half and into 2005. The flotation provided us with the capital we need to push the business into its next phase of development. The Directors are confident that the market place for the Company's products and technologies is growing significantly and that they are attractive to customers across a broad range of markets. We believe that our natural solutions provide farmers, landscapers and horticulturalists with a real alternative to synthetic plant-care products. Our products are natural and effective and can significantly improve crop yields without any adverse effects on the surrounding environment. The Directors therefore view the Company's future with confidence. Albert Fischer Chairman 27 September 2004 Unaudited consolidated profit and loss account Six months to Six months to Year ended 30 June 30 June 31 December 2004 2003 2003 Note $,000 $,000 $,000 Turnover 4,534 4,201 8,082 Cost of sales 2,601 2,199 4,420 ______ ______ ______ Gross profit 1,933 2,002 3,662 ______ ______ ______ Administrative 2,703 2,089 4,539 expenses ______ ______ ______ Operating loss 4 (770) (87) (877) Interest payable 181 111 243 Other expenses 103 74 123 ______ ______ ______ Loss on ordinary activities before taxation (1,054) (272) (1,243) Taxation - - 70 Loss on ordinary activities after taxation (1,054) (272) (1,313) Minority interest 7 (7) (34) ______ ______ ______ Loss for the period (1,047) (279) (1,347) ========= ========= ========= Basic and diluted loss 3 8.33c 2.30c 10.91c per share ========= ========= ========= All amounts relate to continuing activities. All recognised gains and losses are included in the profit and loss account. Unaudited consolidated balance sheet 30 June 30 June 31 December 2004 2003 2003 $,000 $,000 $,000 Fixed assets Intangible assets 243 278 260 Tangible assets 376 345 386 ______ ______ ______ 619 623 646 ______ ______ ______ Current assets Stocks 919 693 790 Debtors 1,394 1,562 1,422 Cash at bank and in hand 11,229 166 335 ______ ______ ______ 13,542 2,421 2,547 Creditors: amounts falling due within one year (3,600) (2,038) (3,503) ______ ______ ______ Net current assets/(liabilities) 9,942 383 (956) Creditors: amounts falling due after one year (125) (989) (440) ______ ______ ______ Net assets/(liabilities) 10,436 17 (750) ========= ========= ========= Capital and reserves Called up share capital 538 9 9 Share premium 10,253 11,365 11,639 Merger reserve 12,013 - - Profit and loss account (12,551) (11,479) (12,547) ______ ______ ______ Shareholders' funds/(deficit)- equity 10,253 (105) (899) Minority interests (equity) 183 122 149 ______ ______ ______ 10,436 17 (750) ========= ========= ========= Unaudited consolidated cash flow statement Six months to Six months to Year ended 30 June 30 June 31 December 2004 2003 2003 Note $,000 $,000 $,000 Net cash outflow from operating activities 5 (216) (729) (1,038) ______ ______ ______ Returns on investments and servicing of finance Interest paid (45) (19) (88) Other expenses (103) (74) (123) ______ ______ ______ Net cash outflow from returns on investments and servicing of finance (148) (93) (211) ______ ______ ______ Taxation - - (11) ______ ______ ______ Capital expenditure and financial investment Purchase of tangible fixed assets (38) (27) (86) ______ ______ ______ Cash outflow before use of liquid resources and financing (402) (849) (1,346) Financing Issuing of ordinary share capital 10,594 - - Redemption of loan stock (82) (16) (36) Increase in convertible debt 775 828 1,520 Exercise of warrants 17 - - Repayment of finance leases - capital (8) (4) (10) ______ ______ ______ 11,296 808 1,474 ______ ______ ______ Increase/(decrease) in cash 10,894 (41) 128 ========= ========= ========= Notes 1 Basis of Preparation The results for the six months ended 30 June 2004 and the comparative figures for the six months ended 30 June 2003 are unaudited. The results are reported under UK GAAP and presented in US dollars. The directors believe that it is more appropriate to use US dollars as the currency for presentation, given that the majority of the group's operations are denominated in that currency. The financial information contained in this report does not constitute statutory accounts. No statutory accounts have been prepared by Plant Health Care plc for any periods covered by this interim statement. 2 Basis of Consolidation On 6 July 2004 Plant Health Care plc became the legal parent company of Plant Health Care Inc. in a share for share transaction. The former shareholders of Plant Health Care Inc. became the majority shareholders of Plant Health Care plc. Further, the continuing operations and executive management of Plant Health Care plc were those of Plant Health Care Inc. Accordingly, the substance of the combination was that Plant Health Care Inc. acquired Plant Health Care plc in a reverse acquisition. Immediately following the share for share exchange the shares of Plant Health Care plc were admitted to trading on AIM. On the same date 13,461,538 shares were placed at 52p. The unaudited consolidated accounts for the period to 30 June 2004 have been prepared on a proforma basis, as though the share for share exchange and the placing had occurred on 30 June 2004, rather than 6 July 2004. Under the requirements of the Companies Act 1985 it would normally be necessary for the consolidated accounts of Plant Health Care plc to follow the legal form of the business combination. In that case the pre-combination results would be those of Plant Health Care plc which would exclude Plant Health Care Inc. Plant Health Care Inc. would then be brought into the group from 30 June 2004 on a proforma basis. However, this would portray the combination as an acquisition of Plant Health Care Inc. and would, in the opinion of the directors, fail to give a true and fair view of the substance of the business combination. Accordingly, the directors have adopted reverse acquisition accounting as the basis of consolidation in order to give a true and fair view. In invoking the true and fair override the directors note that reverse acquisition accounting is endorsed under International Financial Reporting Standard 3 and that the Urgent Issues Task Force of the UK's Accounting Standards Board considered the subject and concluded that there are instances where it is right and proper to invoke the true and fair override in such a way. As a consequence of applying reverse acquisition accounting, the results for the period ended 30 June 2004 comprise the results of Plant Health Care Inc. for the period ended 30 June 2004 plus those of Plant Health Care plc from 30 June 2004, the proforma acquisition date. The comparative figures are those of Plant Health Care Inc., using the principles of reverse acquisition accounting. 3 Basic and diluted loss per share Basic loss per share for the six months ended 30 June 2004 have been calculated on the basis of the loss after taxation for the period of $1,047,000 and the average number of shares in issue during the period of 12,570,118. The basic loss per share disclosed for each comparative period was calculated by the weighted average number of the ordinary shares of plant Health Care Inc in issue during the relevant periods, as adjusted to reflect the exchange ratio of 3 for 2 from shares of Plant Health Care Inc to Plant Health Care plc The effect of all potential ordinary shares is not dilutive. 4 Operating loss Six months to Six months to Year ended 30 June 30 June 31 December 2004 2003 2003 $,000 $,000 $,000 This is arrived at after charging: Depreciation 48 64 138 Amortisation of goodwill 18 22 40 Amortisation of other intangibles 36 12 (18) Exchange rate effects 88 (48) 80 Bad debt reversal - (77) (77) IPO costs 229 - - ========= ========= ========= 5 Reconciliation of operating loss to net cash inflow from operating activities Six months to Six months to Year ended 30 June 30 June 31 December 2004 2003 2003 $,000 $,000 $,000 Operating loss (770) (87) (877) Depreciation 48 64 138 Amortisation of intangibles 53 34 22 Loss on sale of fixed assets - - 4 (Increase)/decrease in intangibles (36) (12) 18 (Increase)/decrease in stocks (129) 87 (10) Decrease/(increase) in debtors 29 (638) (498) Increase/(decrease) in creditors 589 (188) 150 Exchange movements - 11 15 ______ ______ ______ Net cash outflow from continuing activities (216) (729) (1,038) ______ ______ ______ Net cash outflow from operating activities (216) (729) (1,038) ========= ========= ========= This information is provided by RNS The company news service from the London Stock Exchange
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