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)
========= ========= =========
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