Final Results
Plant Health Care PLC
16 April 2007
For immediate release 16 April 2007
PLANT HEATH CARE PLC
('Plant Heath Care' or 'the Company')
Preliminary results for the year ended 31 December 2006
Plant Heath Care posts record sales increase for fifth year
- turnover grows 34% with strong agricultural sales -
Plant Heath Care, (AIM: PHC.L), a leading provider of natural products for
plants and soil, announces its preliminary results for the year ended 31
December 2006.
Financial Highlights:
• Turnover up 34% to $13.7 million (2005: $10.2 million)
- sales into European and Mexican agricultural markets increased 32%
and 31% respectively
• Gross profit up 22% to $6.1 million (2005: $5.0 million)
- lower margin percentage reflecting entry into higher volume but lower
margin agricultural business
• Operating costs increased by $1.1 million to $9.0 million (2005: $7.9
million), reflecting launch costs of Myconate
• Loss after exceptional costs (as detailed in note 6), interest and tax of
$2.9 million (2005:
loss of $2.9 million)
• Net cash at 31 December of $4.3 million (2005: $0.8 million)
Operational Highlights:
• Further Myconate testing confirmed 2% to 20% yield increases on wide
range of crops
• Launched US Agriculture division
- Organic Plant Food introduced in November 2006 with $1.0 million
order
• Agreed to acquire certain assets and business of Eden BioScience
(completed February 2007)
- products, distribution channels and sales force strengthen US
Agriculture presence
- Harpin technology presents new and potentially lucrative growth
prospects in large commodity crop market
• Since the year end, first Myconate manufacture and supply agreement
signed with Bayer Cropscience in January 2007
- exclusive for seed-coated corn, soybean, cotton and sunflower
• Quarter 1 sales in 2007 up more than 75% on same period 2006
Commenting on the results, Chief Executive John Brady said: 'Last year was a
significant one for Plant Health Care and one in which we made important strides
to becoming the world's leading supplier of natural products for the promotion
of plant heath and growth.
'Our future is brighter than ever. In particular the growing commitment to
biofuels worldwide will ensure an increasing demand for crop output, which in
turn will generate demand for products which can boost crop yields.
'Myconate and Harpin place us firmly at the centre of the dynamic growth areas
of our industry. We will continue to seek strategic acquisitions like Eden
BioScience, and partnerships, like that with Bayer to complement, enhance and
most importantly commercialise our natural technologies.'
For further information:
Plant Heath Care plc Tavistock Communications
John Brady, Chief Executive Jeremy Carey/Simon Compton
16 -17 April Tel: 020 7920 3150 Tel: 020 7920 3150
Thereafter: 001 603 525 3702
Notes to editors
Plant Heath Care was established in 1995 in Pittsburgh (Pennsylvania) in the
United States. Its products are aimed at the agriculture, commercial landscaping
and land reclamation industries, through both direct sales and supply and
distribution agreements with major agrichemical industry partners. Plant Health
Care's products create both environmental and economic benefits for our
customers and capitalise upon long-term trends towards natural systems and
biological products to provide plant health and growth.
For immediate release 16 April 2007
Plant Health Care plc
('Plant Health Care' or 'the Company')
Preliminary Results for the Year Ended 31 December 2006
Chairman and Chief Executive's Statement
Introduction
2006 was a significant year in the development of Plant Health Care and one in
which we made important strides towards our objective of becoming the world's
leading supplier of natural products for the promotion of plant health and
growth.
Highlights of the year included a 34% increase in sales, the launch of our US
Agriculture division and achieving impressive Myconate test results in Europe,
North America and Mexico, culminating in the signing in January 2007 of our
first major supply agreement with Bayer CropScience AG, one of the world's
leading innovative crop science companies.
In February 2007 we purchased certain of the assets and business of
NASDAQ-listed Eden BioScience, including the patented and EPA-registered Harpin
technology, which can be applied in conjunction with Plant Health Care's
existing range of natural products for agricultural markets. Harpin represents a
new and potentially lucrative growth prospect in the large commodity crop market
and we are focused on deriving significant value from this opportunity.
Summary of Financial Results
In 2006 we grew our sales by 34% to $13.7 million (2005: $10.2 million). Gross
margin also grew from $5.0 million to $6.1 million, although changes in our
product mix as we entered new markets contributed to a lower gross margin
percentage of 44.7% (2006: 48.9%). Operating expenses before exceptional costs
were $8.6 million (2005: $7.4 million), the increase due primarily to testing
and marketing spend in connection with Myconate. Our operating loss before
exceptional costs was $2.5 million (2005: $2.3 million). After exceptional costs
of $0.4 million (2005: $0.5 million) the operating loss was $2.9 million (2005:
$2.9 million). After financing costs, taxation and minority interests, the net
loss for the year was $3.1 million (2005: $3.0 million).
Our year-end net cash balance was $4.3 million (2005: $0.8 million).
Strategic Review
Our future is brighter than ever. 2006 was another year of record sales and
Myconate once again delivered substantial yield increases in a broad variety of
tests, which led to our first milestone contract in early 2007. The acquisition
of the Harpin technology and products broadens our technology portfolio and, we
believe, will prove to be a significant addition to our biofuels input strategy.
Biofuels - an emerging market
Energy is a top priority for governments all over the world and there is an
increasing demand for alternative fuels. Huge effort and vast resources are
being applied to develop 'green' fuels from biomass. This new initiative is
creating significant global demand for a wide range of crops as biofuel
feedstock.
To meet the emerging demand and, particularly in the short and medium term, to
avoid conflict with the demand for food and fodder supplies, crop production
must increase. This can be accomplished by increasing yields per acre or by
increasing the acreage planted, particularly by making more use of currently
marginal lands. Both of these dynamics present new opportunities for Myconate
and Harpin-based products.
It is our belief that alternative energy sources will remain high on the world's
agenda for at least the medium term, ensuring that the market remains favourable
for our business. In light of these factors, we intend to direct significant
business development efforts into this very rapidly growing area.
Myconate and Harpin
The validation of Myconate and the addition of Harpin have now positioned Plant
Health Care as a significant participant in both the agricultural food products
industry and the rapidly emerging biofuels input arena. The demand for
alternative plant-based energy has created a new impetus to develop higher
yielding, stress resistant plants. Both Myconate and Harpin are leading products
in this field and offer very significant revenue potential for us.
We are in discussions with four of the world's largest crop science companies
regarding further supply agreements for both our Myconate and Harpin
technologies. Further announcements will be made when appropriate.
Agriculture - High Value Crops
As well as the potential described above, we are seeing major interest in our
products aimed at the market for high value crops such as lettuce, peppers and
other salad crops. This led us to establish a new agricultural sales division in
the USA in the second half of 2006, and initial acceptance of key products has
been very encouraging. As part of our acquisition of the Eden Bioscience assets,
we gained control of their range of agricultural products and access to their
channels of distribution and, crucially, succeeded in recruiting their
agricultural sales team of 10 personnel. The broadened product range, enhanced
distribution and strengthened sales force provide an excellent platform for this
strategic initiative.
We will continue to seek strategic acquisitions and partnerships to complement,
enhance and commercialise our natural technologies. Myconate and Harpin place us
firmly at the centre of the dynamic growth areas of our industry and we will
continue to seek to identify other relevant technologies in their early stages
and either license or acquire them for commercial exploitation.
OPERATING REVIEW
COMMENTARY ON THE FINANCIAL RESULTS
Sales
2006 was a strong sales year for Plant Health Care with growth in all areas of
our business. Annual sales increased 34% to $13.7 million and importantly second
half sales were up 59% to $8.7 million when compared with 2005. This accelerated
rate of growth is largely attributable to our agriculture business, which saw
continued progress in Mexico and Europe and the launch of our agriculture sales
division in the United States in the second half of the year.
Sales breakdown and growth:
2006 2005 Increase
$'000 $'000
US 8,791 6,503 + 35%
Mexico 2,536 1,933 + 31%
Europe 2,352 1,787 + 32%
--------- -------- --------
13,679 10,223 + 34%
--------- -------- --------
Gross Margins
Gross margins grew by 22% over 2005 to $6.1 million, albeit that the gross
margin percentage for 2006 was slightly reduced to 44.7% compared with 48.9% in
2005. This was primarily as a result of a change in the sales mix as we entered
lower margin but potentially much greater volume markets in agriculture.
Operating expenses
Operating expenses (excluding exceptional costs - see note 6) increased from
$7.3 million in 2005 to $8.6 million in 2006. We spent over $1 million on
Myconate, on staffing expenses, marketing, product registration and field trial
support services. We also had an increase in selling expenses to support our
sales growth across our other businesses.
Exceptional costs of $0.4 million related to the transfer of our manufacturing
operations to a newer, more efficient facility as well as equity placement costs
and share-based payment expenses.
Financing
Plant Health Care utilises a combination of equity offerings and loans to
finance the Group's operations. In 2006, the Company had available a revolving
credit facility, and will continue to utilise this method of financing or such
other lending arrangements that the Board considers will best meet the Company's
working capital requirements. A consequence of the rapid rise in our sales,
particularly in the second half of the year, and of the extended payment terms
which are standard in the markets in which we operate, has been an increase in
the level of our debtors as compared with prior years. We are constantly working
to monitor and control these balances but recognise that this will be a feature
of our growth.
At 31 December 2006 we had cash and short-term investments of $4.9 million and
total borrowings of $0.7 million. All borrowings were denominated in US dollars
apart from $41,000 of finance leases denominated in euros
On 5 May 2006 we raised £6,500,000 (before expenses) by way of a placing of
10,000,000 new ordinary shares at a price of 65 pence per share. The net
proceeds of the placing are being used primarily to develop the markets for
Myconate and to satisfy the general working capital requirements of the Group.
It is, and has been throughout the period under review, Plant Health Care's
policy not to trade in financial instruments.
OUR MARKETS
Myconate
In 2006 our Myconate division made significant progress. After completing
another successful round of testing, which delivered yield increases for a range
of crops from 2% to 20%, we entered into negotiations with a number of the
industry's largest companies to reach an agreement for the manufacture and
supply of Myconate. In January 2007, we signed a contract for the exclusive
supply of Myconate to Bayer CropScience in the important seed-coated corn,
soybean, cotton and sunflower markets.
We believe that, having secured this agreement with Bayer CropScience, Myconate
enhanced seed treatment products could be available to growers as early as 2009,
subject to regulatory approvals, which are being progressed by Bayer
CropScience.
Going forward, we will continue to focus significant efforts on Myconate and
Harpin. As mentioned above, we are in discussions with four of the world's
largest crop science companies regarding further supply agreements for both our
Myconate and Harpin technologies. These two technologies offer valuable
opportunities both in the traditional agricultural markets for food and the
rapidly emerging market for biofuels feedstock. We are confident that the
successful development of these two products will lead to the creation of
significant shareholder value and result in Plant Health Care becoming a
significant, profitable and cash generative business.
Agriculture
The world agricultural markets continue to offer us new and exciting
opportunities. In our non-Myconate business, we are experiencing significant
demand for both new products and our more established products in the high value
vegetable markets.
We launched our US Agriculture division in mid year and in November we
introduced Organic Plant Food ('OPF') into the California and Florida markets.
OPF was immediately met with high demand, due to its organic status, non-animal
manure base and high nitrogen content. We received orders in excess of $1.0
million and demand is expected to accelerate in 2007.
Our shelf-life extension products for leafy vegetables are now specified as a
requirement by one of the major grocery chains in the UK and a similar market
introduction strategy is being employed in the US. Adding two shelf-life days
will make a major impact on the cost and handling of perishable food. OPF,
Harpin and our shelf-life extension products will form the backbone of our US
agricultural product offerings.
Our European agriculture business posted another record year for sales, up 32%
to $2.4 million. It continues to perform well both in terms of growing product
sales and extending our geographical spread, with our first sales into Turkey.
We believe that the addition of Harpin-based products to our product range will
open new markets and opportunities going forward.
Sales in Mexico grew 31% to $2.5 million with strong demand for our established
products. Our Myconate tests in Mexico produced outstanding yield increases in
corn, grain sorghum and cotton, and as a result of these test results in a large
and mature market, it is anticipated that there will be substantial demand for
Myconate in this territory.
We expect new products to play an important role in our continued revenue
expansion. As well as Harpin-based products, in 2006 we began testing a natural
soil sterilant product which will be rolled out for full commercial sales in
2007. This is a registered organic product which will be the first of its kind
in the organic vegetable market. It will also have conventional application
opportunities in the golf course industry where its control of nematodes will be
of great use.
Landscaping and Turf
Sales in the landscaping and turf market increased 9% to $6.0 million. This
growth was mainly through an existing distributor, John Deere Landscapes, as the
John Deere Tree Warranty Program gained momentum in the second half of the year.
This division has not to date been profitable but made strong strides in that
direction in the second half of the year and is expected to be profitable in
2007. However, the professional landscape business is a mature industry and
buying decisions are made by professional landscapers who are under competitive
cost pressures. It is not anticipated that this cost pressure will abate in the
near future and consequently we expect to see this portion of our business grow
at a slower rate than our agriculture businesses.
Reclamation
In Reclamation, we once again achieved record sales and profits. Whilst this
business continues to grow at a steady pace, we will continue to direct our
capital into the other faster developing segments of the business which offer
greater opportunities to build value in the medium term.
OUTLOOK
The future for Plant Health Care is an exciting one and the Board is confident
that 2007, having started strongly with sales up by over 75% compared with the
same quarter of 2006, will show further good progress.
We will continue to seek strategic acquisitions and partnerships to complement,
enhance and commercialise our five natural technology platforms: Myconate,
Harpin, Organic Plant Food, mycorrhizal fungi and beneficial bacteria.
Whilst the agricultural supply industry as a whole is subject to the impact of
adverse weather conditions, it has been Plant Health Care's long-term strategy
to manage its operational risk by diversifying geographically and across a broad
range of products.
This strategy is central to our growth prospects over the coming years; as we
develop from our current suite of technologies whilst remaining sufficiently
flexible and aware to capitalise on future opportunities in the plant health
industry.
The entire Plant Health Care Team has shown enormous commitment and worked very
hard over the past year and we would like to thank them all. We would also like
to thank our shareholders for their support over the year.
Dr Albert Fischer John Brady
Non-Executive Chairman Chief Executive
13, April 2007
Consolidated profit and loss account
for the year ended 31 December 2006
Note 2006 2005
as
restated
$'000 $'000
Turnover 5 13,679 10,223
(7,565) (5,219)
--------- ---------
Cost of sales
Gross profit 6,114 5,004
Administrative expenses (9,012) (7,874)
--------- ---------
Operating loss 6 (2,898) (2,870)
Other interest receivable and similar
income 275 64
Interest payable and similar charges 7 (335) (96)
--------- ---------
Loss on ordinary activities before
taxation (2,958) (2,902)
Taxation 8 (72) (121)
--------- ---------
Loss on ordinary activities after taxation (3,030) (3,023)
Minority interest (30) (27)
--------- ---------
Loss for the period (3,060) (3,050)
========= =========
Basic and diluted loss per share (8.3)c (10.2)c
========= =========
Consolidated statement of total recognised gains and losses
for the year ended 31 December 2006
2006 2005
as
restated
$'000 $'000
Loss for the financial year (3,060) (3,050)
Exchange translation differences on consolidation 219 (21)
--------- ---------
Total recognised gains and losses for the year (2,841) (3,071)
========= =========
Prior year adjustment - share based payment 27
---------
Total gains and losses recognised since last
financial statements (2,814)
=========
Consolidated balance sheet
at 31 December 2006
2006 2005
as restated
$'000 $'000
Fixed assets
Intangible assets 2,701 2,769
Tangible fixed assets 1,008 790
--------- ---------
3,709 3,559
--------- ---------
Current assets
Stocks 2,468 1,582
Debtors 6,942 2,989
Short term investments 436 252
Cash at bank and in hand 4,446 894
--------- ---------
14,292 5,717
--------- ---------
Creditors: amounts falling due within one year (3,762) (3,332)
--------- ---------
Net current assets 10,530 2,385
--------- ---------
Total assets less current liabilities 14,239 5,944
Creditors: amounts falling due after more
than one year (414) (523)
--------- ---------
Net assets 13,825 5,421
========= =========
Capital and reserves
Called-up share capital 731 542
Share premium 21,826 10,847
Reverse acquisition reserve 11,174 11,195
Option reserve 118 51
Profit and loss account (20,244) (17,404)
--------- ---------
Shareholders' funds 13,605 5,231
Minority interests 220 190
--------- ---------
13,825 5,421
========= =========
Company balance sheet
at 31 December 2006
2006 2005
As restated
$'000 $'000
Fixed assets
Fixed asset investments 30,636 23,791
--------- ---------
Current assets
Debtors 21 16
Cash at bank and in hand 3,599 181
--------- ---------
3,620 197
--------- ---------
Creditors: amounts falling due within one year (333) (290)
Net current assets/(liabilities) 3,287 (93)
--------- ---------
Net assets 33,923 23,698
========= =========
Capital and reserves
Called-up share capital 731 542
Share premium 21,826 10,847
Reverse acquisition reserve 14,455 14,453
Option reserve 118 51
Profit and loss account (3,207) (2,195)
--------- ---------
Shareholders' funds 33,923 23,698
========= =========
Consolidated cash flow statement
for the year ended 31 December 2006
Note 2006 2005
$'000 $'000
Net cash outflow from operating activities 10 (6,564) (2,833)
--------- ---------
Returns on investments and servicing of finance
Interest paid: Other (316) (66)
Interest paid: Finance leases (22) (19)
Interest received 275 64
--------- ---------
Net cash outflow from returns on investments
and servicing of finance (63) (21)
--------- ---------
Taxation
Foreign income tax paid (79) (39)
--------- ---------
Capital expenditure and financial investment
Purchase of tangible fixed assets (497) (549)
Proceeds on sale of fixed assets 20 21
Purchase of short-term investments (184) (252)
--------- ---------
Net cash outflow from capital expenditure
and financial investment (661) (780)
--------- ---------
Cash outflow before financing (7,367) (3,673)
--------- ---------
Financing
Issue of ordinary shares for cash 11,053 -
Exercise of options and warrants 64 -
Issue of new borrowings: Finance leases 101 98
Repayment of borrowings: Notes payable (123) (119)
Repayment of borrowings: Finance leases (57) (29)
Repurchase of minority interest's shares by subsidiary (119) (309)
--------- ---------
10,919 (359)
--------- ---------
Increase/(decrease) in cash 3,552 (4,032)
========= =========
Notes forming part of the financial statements
for the year ended 31 December 2006
1. Statutory information
The abridged financial information set out above has been extracted from
financial statements approved by the directors on 13 April 2007, which received
an unqualified report by the Company's auditors, and which will be delivered to
the Registrar of Companies following the Company's annual general meeting. The
financial information does not constitute statutory accounts as defined in
section 240 of the Companies Act 1985, and has been prepared on the basis of the
accounting policies set out in the financial statements for the year ended 31
December 2005, as amended for the adoption of Financial Reporting Standard 20:
'Share based Payments', as described further in Note 4, below.
2. Basis of preparation
The financial statements have been prepared under UK GAAP and are reported in US
dollars. The directors believe that it is more appropriate to use US dollars as
a currency for reporting, given that the majority of the Group's operations are
denominated in that currency.
3. 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. In order to present a true and fair value, the directors
have adopted reverse acquisition accounting as the basis of consolidation.
4. Change in accounting policies
In preparing these financial statements the Group has adopted for the first time
FRS 20: 'Share-based Payment. FRS 20 requires the recognition of equity-settled
share-based payments at fair value at the date of grant, and the amortisation of
that value over the expected period to the exercise of the instrument. Prior to
the adoption of FRS 20, the Company did not recognise the financial effect of
share-based payments until such payments were settled.
In accordance with the provisions of the standard, the policy has been applied
to grants of share options (which constitute equity-settled share-based
payments) that were granted after 7 November 2002 and had not yet vested at 1
January 2006.
For the period ended 31 December 2006, the change in accounting policy has
resulted in an increase in the loss for the period of $67,000. The standard
requires that the Company restate comparative information. For the year ended 31
December 2005, the increase in the loss is $27,000.
At 31 December 2006, the share option reserve amounted to $118,000 (2005:
$51,000).
5. Segmental analysis
2006 2006 2006 2005 2005 2005
Turnover Pre-tax Net assets/ Turnover Pre-tax Net assets
Profit/ (liabilities) Profit/ /(liabilities)
(Loss) (Loss)
Analysis by
Geographic
Market (by
Origin)
$'000s $'000s $'000s $'000s $'000s $'000s
----------
USA 8,791 (1,719) (2,354) 6,503 (1,276) (634)
Mexico 2,536 221 923 1,933 257 765
Europe 2,352 (15) (394) 1,787 71 (589)
Corporate - (1,445) 15,650 - (1,954) 5,879
-------- -------- -------- -------- -------- --------
13,679 (2,958) 13,825 10,223 (2,902) 5,421
======== ======== ======== ======== ======== ========
6. Operating loss
2006 2005
$'000s $'000s
Operating loss is arrived at after charging:
Research and development 306 295
Depreciation 248 190
Amortisation 38 41
Operating lease expense 468 399
Auditors' remuneration - audit services 203 167
- taxation services 25 19
- all other services 36* -
========= =========
Exceptional costs - Plant relocation 250 280
Staff reorganisation - 223
Placement costs 63 -
Share-based payment expense 67 27
--------- ---------
380 530
========= =========
* The all other services provided related to the Company's forthcoming
transition to International Financial Reporting Standards. In 2006, the auditors
were also paid $87,000 in relation to the Company's secondary placement and a
business acquisition; these fees were capitalised.
Plant relocation expenses comprise a provision for the relocation of the
Pittsburgh, Pennsylvania manufacturing facility.
7. Interest payable and similar charges
2006 2005
$'000s $'000s
On finance leases 22 40
Other interest and finance charges 313 56
--------- ---------
335 96
========= =========
8. Taxation on loss from ordinary activities
The taxation charge for the year comprises:
2006 2005
$000s $000s
Corporation tax:
Current tax charge on loss for the period (81) (121)
Deferred tax:
Origination and reversal of timing differences 9 -
========= =========
Taxation on loss on ordinary activities (72) (121)
========= =========
The differences between the Group's tax charge shown above and the amount
calculated by applying the Group's standard rate of expected corporation tax is
as follows.
2006 2005
as
restated
$000s $000s
Loss on ordinary activities before tax (2,958) (2,902)
========= =========
Expected tax credit on loss on ordinary activities
(using standard rate of UK corporation tax of 30%)
(2005:30%) 887 863
Losses in year not relieved against current tax (959) (984)
--------- ---------
Current tax charge (72) (121)
========= =========
The Group has significant tax losses available for carry-forward in several of
the jurisdictions in which it operates. The tax charge in future periods may be
affected by the utilisation of a deferred tax asset of approximately $7,400,000
(2005 - $6,400,000) in respect of timing differences relating to losses, not
currently recognised as there is insufficient evidence related to the
recoverability of the asset. Future utilisation of these losses is subject to
suitable profits arising in the appropriate tax jurisdictions.
9. Reconciliation of operating loss to net cash outflow from operating
activities
2006 2005
as restated
$'000s $'000s
Operating loss (2,898) (2,870)
Depreciation 248 190
Amortisation of intangibles 38 41
Share-based payment expense 68 27
Gain on sale of fixed assets 10 1
Impairment charge 30 -
Increase in stocks (887) (458)
Increase in debtors (3,952) (830)
Increase in creditors 779 1,066
Net cash outflow from operating activities (6,564) (2,833)
10. Reserves
Group
Share Reverse Option Profit &
Premium Acquisition Reserve Loss
Reserve
$'000s $'000s $'000s $'000s
Balance at 1 January 2006 -
as restated 10,847 11,195 51 (17,404)
Plant Health Care, Inc.
shares exchanged 13 (21) - -
Share issues 11,880 - - -
Share-based payments 38 - 67 -
Options exercised 61 - - -
Placement costs (1,013) - - -
Movement in exchange rates - - - 220
Loss in the year - - - (3,060)
-------- -------- -------- --------
Balance at 31 December 2006 21,826 11,174 118 (20,244)
======== ======== ======== ========
11. Post balance sheet events:
(a) Agreement with Bayer CropScience AG
On 16 January 2007, the Company entered into an agreement of up to ten years
with Bayer CropScience AG to develop new seed treatment solutions based on Plant
Health Care's Myconate technology in combination with Bayer CropScience's seed
treatment products. The Company received an up-front payment and will receive
two additional milestone payments dependent on the progress of the development
over the next two years, and supply payments.
(b) Asset Purchase Agreement
On 28 February 2007, the Company acquired certain of the assets of Eden
Bioscience Corporation for a total consideration of $2,200,000 plus the
assumption of certain liabilities associated with these assets. $1,500,000 was
paid at closing and $700,000 is due on 31 December 2007 under a secured
promissory note bearing interest at a rate of 5 percent per annum.
The principal assets acquired were stock, plant and machinery, intellectual
property and licences. The Company is assuming the liabilities associated with
the licensing of technology from Cornell University. The payment due under the
agreement with Cornell is the greater of 2% of sales or $200,000 per annum, net
of the cost of field trial expenditures paid by the Company. In addition, the
Company assumed the lease for one of Eden Bioscience's facilities which runs
until 31 December 2009 with an annual rental payment of $230,000.
The Annual Report and Accounts will be posted to shareholders by 30 April 2007,
posted on the Company's website at www.planthealthcare.com and will be available
from the Company's registered office at: Minerva House, 5 Montague Close, London
SE1 9BB.
This information is provided by RNS
The company news service from the London Stock Exchange