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Blueheath Holdings (BOK)

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Wednesday 27 October, 2004

Blueheath Holdings

Interim Results

Blueheath Holdings PLC
27 October 2004




Immediate Release                                          27 October 2004



                             Blueheath Holdings plc
                         ('Blueheath' or the 'Company')



                                 Interim Results

Blueheath is a national delivered wholesaler using sophisticated, proprietary
technology to offer a substantial cost advantage over established players in the
£16.4bn grocery wholesale sector. The Company today announces maiden Interim
results for the six months ended 28th August 2004.

The Company completed a successful flotation on AIM in July. At the issue price
of 121 pence per share, the Company raised £18.5 million (before expenses)
through an institutional placing.

Interim Results - Key Points

  • Turnover increased 12% to £34.2m (2003 - £30.5m)

  • Operating loss before exceptionals reduced by 33% to £2.27m (2003 -
    £3.37m). Operating loss after exceptionals1 reduced by 19% to £2.72m (2003 -
    £3.37m)

  • Cash deposits and facilities of £14.3m comprising £10.4m of cash deposits
    and £3.9m of un-drawn invoice discounting facilities with all substantial
    debt repaid

  • Met or exceeded all operational targets on order fulfilment, on-time
    delivery and stock holding

  • Strong pipeline of new business since flotation including UGC Cinemas and
    Gala Bingo.

  • Appointment of Lynne Watts as Chief Operating Officer adding further
    industry experience to the management team

Contract Wins - Key Points

Blueheath is today also delighted to announce four further contract wins:

Account wins:
  •  HKS - forecourt operator (mainly BP)
  •  Hockmead - forecourt operator (Total)
  •  News Centre - convenience store operator

Contract Extension:
  •  Oddbins



Commenting on the results and prospects, Douglas Gurr, Chief Executive, said:

'The Group has made good progress over the last six months, strengthening
relationships with existing customers and securing a number of important new
contracts. The Company is optimistic that the business will continue its steady
progress through to breakeven.'

For further details:

Blueheath Holdings plc

Douglas Gurr, Chief Executive                          Tel: 020 7689 2455

Simon Mindham, Finance Director                        Tel: 020 7689 2464


Buchanan Communications                                Tel: 020 7466 5000

Mark Edwards / Tom Carroll



(1)     Exceptional items of £0.45m (2003 - nil) comprising expenses associated
with flotation and financial restructuring





CHAIRMAN'S STATEMENT

Interim Results

Blueheath is pleased to announce its maiden interim results for the six months
ended 28 August 2004 following its flotation on AIM on 20 July 2004.

The company has continued to make steady progress towards breakeven, despite the
distraction of the listing process.

Turnover for the 6 months ending 28th August 2004 increased by 12% to £34.2m
(2003 - £30.5m).

Operating losses before exceptionals reduced by 33% to £2.27m (2003 - £3.37m).
Gross margins improved to 6.0% (2003 - 5.2%) and total overhead costs before
exceptional costs as a percentage of sales reduced from 16.2% to 12.6%.
Exceptional costs in the six months were £0.45m (2003 - £nil) and the operating
loss was £2.7m (2003 - £3.4m).

As of 28th August the company had repaid all substantial debt and held a total
of £14.3m in cash deposits and facilities, comprising £10.4m of cash and £3.9m
of un-drawn invoice discounting facilities.

Operational Performance

Operationally the company has performed well over the period, continuing to meet
or exceed its key operational targets on order fulfilment, on-time delivery and
stock holding. The Company's strategy of focusing on multiple accounts led to a
27% increase in non-tobacco turnover with multiple accounts comprising 52% of
total turnover (2003 - 35%).

Contract Wins

The company has been successful in securing a number of new multiple accounts
since the end of the half year. In July the Company completed the roll out of
its service to 170 Gala Bingo sites and, shortly after flotation, expanded its
leisure sector business by winning a contract to supply UGC, Europe's largest
cinema operator. The Company is today pleased to announce four further account
wins with forecourt operators HKS and Hockmead, convenience store operator News
Centre, and a significant extension to the company's business with off-licence
chain Oddbins.

Board Appointment

Blueheath is also delighted to welcome Lynne Watts to the Executive team who
joined the Board in the role of Chief Operating Officer at the end of September.
  Lynne brings a wealth of operational experience and direct industry knowledge
and is already proving a strong addition to the management team.

Company Background

In three and a half years since commencing its national rollout, Blueheath has
created a unique national distribution network offering a next-day delivery
service on a full range of goods to the UK's independent and multiple
convenience market. Blueheath's operations were founded on the simple principle
of stripping-out unnecessary supply chain costs in order to offer a full
delivery service at close to cash & carry prices.

The company has invested heavily in building the technology and infrastructure
necessary to support this unique national distribution network and is pursuing a
strategy of business growth through the addition of new customer accounts to
build the scale necessary to cover the fixed distribution and administrative
expenses.

On 20th July, the Company successfully completed a listing on the AIM market of
the London Stock Exchange raising £18.5m. The primary purpose of the listing was
to repay £1.8m of short-term debt and provide working capital to fund the
further expansion of the business.

Outlook

Looking forward, the company has been successful in securing a number of new
multiple accounts since the end of the half year and continues to pursue a
healthy pipeline of new business. At the same time as developing business in
areas where it is already well established, the Company is beginning to explore
a number of new areas of business in closely parallel markets. The precise
timing of new account wins has always been hard to predict, but the company is
optimistic that the business will continue its steady progress through to
breakeven with continued revenue growth leading to attendant improvements in
gross margins and reductions in total overhead costs as a percentage of sales.

Colin Smith

Chairman

27 October 2004



CONSOLIDATED PROFIT AND LOSS ACCOUNT (UNAUDITED)

Results for the six months ended 28 August 2004

                                                    Six months ended 28 August 2004
                                                    Before      Operating             Six months         Year
                                                 operating       excepti-               ended 30     ended 28
                                           Note   excepti-          onals                 August     February 
                                                     onals       (note 5)     Total         2003         2004
                                                     £'000          £'000     £'000        £'000        £'000           
       
Turnover                                            34,178              -    34,178       30,560       62,676

Cost of sales                                     (32,128)              -  (32,128)     (28,975)     (59,507)

Gross profit                                         2,050              -     2,050        1,585        3,169


Distribution costs                                 (2,444)              -   (2,444)      (2,669)      (5,325)
Administrative expenses                            (1,877)          (452)   (2,329)      (2,282)      (4,494)

                                                   (4,321)          (452)   (4,773)      (4,951)      (9,819)

Operating loss                                     (2,271)          (452)   (2,723)      (3,366)      (6,650)

Interest receivable and similar income                  46              -        46            -            -
Interest payable and similar charges               (1,083)              -   (1,083)        (226)        (826)

Loss on ordinary activities before taxation        (3,308)          (452)   (3,760)      (3,592)      (7,476)

Tax on loss on ordinary activities                       -              -         -            -            -

Retained loss for the financial period             (3,308)         (452)    (3,760)      (3,592)      (7,476)


Loss per share - basic and diluted (pence)   3      (14.1)                   (16.0)       (19.7)       (41.0)





There were no operating exceptional costs during the six months ended 30 August
2003 nor during the year ended 28 February 2004.

There are no recognised gains or losses for the current financial period and
preceding financial period other than as stated in the profit and loss account.

All activities derive from continuing operations.



CONSOLIDATED BALANCE SHEET (UNAUDITED)

At 28 August 2004
                                                                          As at 28     As at 30     As at 28
                                                                            August       August     February
                                                                              2004         2003         2004
                                                                             £'000        £'000        £'000
                                            Note                                                
FIXED ASSETS
Tangible assets                                                                245          318          220

CURRENT ASSETS
Stocks                                                                       1,606          829          788
Debtors                                                                      5,780        3,800        3,971
Current investments                                                         10,540            -            -
Cash at bank and in hand                                                         -            1            -

                                                                            17,926        4,630        4,759

CREDITORS: amounts falling due within one
year                                                                       (4,403)      (4,549)      (5,232)
                                                                           

NET CURRENT ASSETS (LIABILITIES)                                            13,523           81        (473)

TOTAL ASSETS LESS CURRENT LIABILITIES                                       13,768          399        (253)

CREDITORS: amounts falling due
after more than one year

Convertible debt                                                                 -      (3,493)      (6,725)

NET ASSETS (LIABILITIES)                                                    13,768      (3,094)      (6,978)

CAPITAL AND RESERVES
Called up share capital                                                        411          182          182
Share premium account                                                       16,798            -            -
Other reserve                                                               17,874       10,437       10,395
Profit and loss account                                                   (21,315)     (13,713)     (17,555)

SHAREHOLDERS' FUNDS (DEFICIT)               8                               13,768      (3,094)      (6,978)


Attributable to equity shareholders                                         13,768      (3,094)      (6,978)




CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)

Results for the six months ended 28 August 2004
                                                                        Six months   Six months         Year
                                                                          ended 28     ended 30     ended 28
                                                                            August       August     February
                                                          Note                2004         2003         2004     
                                                                             £'000        £'000        £'000

Net cash outflow from operations                          6                 (4,435)      (3,837)      (6,899)

Returns on investments and servicing of finance
Interest paid                                                                 (351)         (50)        (129)
Interest received                                                                46            -            -
Finance costs incurred in issued of other loans                                   -            -         (55)

Net cash outflow from returns on investment and servicing
of finance                                                                    (305)         (50)        (184)
                                                                             

Taxation                                                                          -            -            -


Capital expenditure and financial investment
Purchase of intangible fixed assets                                                                         -
Purchase of tangible fixed assets                                             (168)         (54)        (139)
Sale of tangible fixed assets                                                     5            -           22

Net cash outflow from capital expenditure and financial
investments                                                                   (163)         (54)        (117)
                                                                             

Net cash outflow before management of liquid resources
and financing                                                               (4,903)      (3,941)      (7,200)
                                                                            


Management of liquid resources
Increase in short term deposits                                            (10,540)            -            -


Financing
Issue of ordinary share capital (net of issue costs paid
before 28 August 2004)                                                       17,142            -            -
 Issue of other loan                                                          1,500            -            -
Repayment of other loan                                                     (1,500)            -            -
Repayment of short term debt facility                                       (2,058)            -            -
Increase in short term debt facility                                             33          330        1,264
Issue of convertible loan                                                         -        3,328        6,095

                                                                             15,117        3,658        7,359


(Decrease) increase in cash                               7                   (326)        (283)          159






NOTES TO THE FINANCIAL INFORMATION

1.         Basis of preparation

The financial information has been prepared in accordance with the policies set
out in the statutory financial statements of Blue Heath Direct Limited for the
year ended 28 February 2004, except for the corporate restructuring below.

These interim financial statements do not constitute statutory financial
statements within the meaning of section 240 of the Companies Act 1985.  Results
for the six months periods ended 28 August 2004 and 30 August 2003 have not been
audited.  The results for the year ended 28 February 2004 have been extracted
from the statutory financial statements of Blue Heath Direct Limited, which have
been filed with the Registrar of Companies and upon which the auditors reported
without qualification and only adjusted for the corporate restructuring below.

2.         Corporate restructuring

During the period the Group carried out a corporate restructuring consisting of
the introduction of a new holding Company incoporated on 4 June 2004 under the
name Blueheath Holdings Limited.  On 13 July 2004 its name was changed to
Blueheath Holdings plc when it re-registered as a public limited company.

On 12 July 2004 Blueheath Holdings Limited acquired the entire share capital of
Blue Heath Direct Limited in exchange for the issue of shares to shareholders on
a one for one basis.

The restructuring represented a change in the identity of the holding company
rather than on acquisition of the business.  Consequently, the restructuring has
been accounted for using merger accounting principles.

Therefore, although Blueheath Holdings plc did not become the parent company of
the Group until 12 July 2004, the Group financial information is presented as if
the companies had always been part of the same group.

In accordance with Sections 131 and 133 of the Companies Act 1985, Blueheath
Holdings plc has taken no account of any premium on the shares issued to acquire
Blue Heath Direct Limited and has recorded the cost of the investment at the
nominal value of the shares issued.  The resulting difference on consolidation
has been credited to a merger reserve.

3.         Loss per share

Basic and diluted loss per ordinary share has been calculated by dividing the
loss after taxation before accrued preference dividends for the periods as shown
in the table below.
                                                                         Six months   Six months         Year
                                                                           ended 28     ended 30     ended 28
                                                                             August       August     February
                                                                               2004         2003         2004

Losses (£'000)                                                              (3,760)      (3,592)      (7,476)
Weighted average number of shares                                        23,514,430   18,213,601   18,213,601


The Company had ordinary shares in issue of 41,057,656 as of 28 August 2004.

FRS14 requires presentation of diluted 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.

4.         Share capital and share premium

Blueheath Holdings plc ('the Company') incorporated on 4 June 2004 with 1
ordinary share of £0.01.  Subsequently it effected a group reconstruction in
order to acquire, on a share for share basis, Blue Heath Direct Limited.  As
part of this re-organisation the Company issued 25,768,399 ordinary shares.

On 19 July 2004 the Company placed 15,289,256 new ordinary shares and obtained
admission for the entire share capital of the Company to the Alternative
Investment Market ('AIM') of the London Stock Exchange.   The placing raised
£16,950,582 being £152,893 of share capital and £16,797,689 of share premium
after deduction of £1,549,418 in respect of costs associated with the raising of
equity.

5.         Operating exceptional costs
                                                                         Six months   Six months         Year
                                                                           ended 28     ended 30     ended 28
                                                                             August       August     February
                                                                               2004         2003         2004
                                                                              £'000        £'000        £'000

Restructuring of finance                                                        314            -            -
Expenses associated with flotation                                              138            -            -

                                                                                452            -            -


6.      Reconciliation of operating loss to operating cash outflow

                                                                         Six months   Six months         Year
                                                                           ended 28     ended 30     ended 28
                                                                             August       August     February
                                                                               2004         2003         2004
                                                                              £'000        £'000        £'000

Operating loss                                                              (2,723)      (3,366)      (6,650)
Depreciation charge                                                             142          129          287
(Profit) loss on disposal of fixed assets                                       (4)            -            2
Increase in stocks                                                            (818)        (251)        (210)
Increase in debtors                                                         (1,542)      (1,244)      (1,414)
Increase in creditors                                                           510          895        1,086

                                                                            (4,435)      (3,837)      (6,899)

7.         Analysis and reconciliation of net debt
                                                          28 February
                                                                 2004          Cash     Non cash    28 August
                                                                £'000          flow     movement         2004
                                                                              £'000        £'000        £'000

Overdrafts                                                       (218)        (326)            -        (544)
Liquid resources                                                     -       10,540            -       10,540
Debt due after one year                                        (6,725)            -        6,725            -
Debt due within one year                                       (2,058)        2,025            -         (33)

Net debt                                                       (9,001)       12,239        6,725        9,963



The £6,725,000 non cash movement represents the conversion of loan notes into
ordinary shares.



8.      Reconciliation of movements in group shareholders' funds (deficit)
                                                                                     Six months          Year
                                                                                       ended 28      ended 28
                                                                                         August      February
                                                                                           2004          2004
                                                                                          £'000         £'000

Loss for the financial period                                                            (3,760)      (7,476)
New shares issued (net of expenses)                                                       24,506            -
New warrants issued                                                                            -           12

Net decrease (increase) in shareholders' deficit                                          20,746      (7,464)
Opening shareholders' (deficit) funds                                                    (6,978)          486

Closing shareholders' funds (deficit)                                                     13,768      (6,978)





                      This information is provided by RNS
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