RNS Number:6194V
Goldshield Group PLC
12 December 2000


FOR IMMEDIATE RELEASE                                          12 December 2000



                             GOLDSHIELD GROUP PLC

          Interim Results for the Six Months Ended 30 September 2000

               CONTINUED STRONG GROWTH IN ALL BUSINESS AREAS



Goldshield Group plc, the profitable, marketing-led, emerging British
pharmaceutical company, has pleasure in reporting its interim results for the
six month period to 30 September 2000.



HIGHLIGHTS



*  Turnover up 39% to #32.6 million (1999: #23.4 million)

*  Pre-tax profit increased by 35% to # 5.5 million (1999:
   #4.1 million)

*  Interim dividend 1.1p per share (1999: 0.8p)

*  Diluted earnings per share increased by 29% to 9.4p
   (1999: 7.3p)

*  Increase in turnover attributable to:



        o  Increase in sales of products developed in-house

        o   Acquisition of business assets and products



*  Pharmaceutical product sales grew by 69% to #15.8 million (1999: #9.3        
   million)

*  Healthcare product sales grew by 19% to #16.8 million (1999:  #14.1
   million)

*  Entry into US market achieved through two US acquisitions

*  At 30 September 2000 net cash #2.5million



Commenting on the results, Ajit Patel, Executive Chairman, said:



"The last six months have been a period of consolidation within Europe and
expansion in the Rest of the World.  As part of our strategy for maximising
shareholder value, it is essential that we evolve from a predominantly UK
based company to becoming a significant international force in the healthcare
and pharmaceutical product markets.  We have started this process through the
recent  acquisitions of two Florida based companies offering us both product
and distributor databases."



For Further Information, Please Contact:


Goldshield Group plc                   On 12.12.00:  +44 (0) 20 7466 5000
Ajit Patel, Executive Chairman         Thereafter:  +44 (0) 20 8649 8500
Rakesh Patel, Finance Director

Buchanan Communications                Tel: +44 (0) 20 7466 5000
Nicola How / Louise Bolton







                             CHAIRMAN'S STATEMENT



Introduction

During the last six months the Group has made exciting progress and as a
result it gives me great pleasure to announce Goldshield Group plc's interim
results for the six months ended 30 September 2000. Organic growth has been
strong with significant progress having been made to integrate the
acquisitions made during 1999.  During the period under review we have
acquired two businesses in the US and it is our aim that these will provide us
with the springboard required to gain entry into the world's largest
healthcare and pharmaceutical market. The management changes announced earlier
in the year have progressed as expected and the Operating Board is now
functional.



Group turnover has increased by 39% to #32.6 million (30 Sep 1999: #23.4
million) and profit before tax by 35% to #5.5 million (30 Sep 1999: #4.1
million). Diluted earnings per share have increased by 29% to 9.4 pence (30
Sep 1999: 7.3 pence). As a result, and in keeping with our past practice, I am
pleased to announce an interim dividend of 1.1 pence per share (30 Sep 1999:
0.8 pence). The interim dividend will be paid on 22 January 2001 to those
shareholders on the Register on 22 December 2000.



The significant increase in the Group's turnover results from a combination of
the products developed in house and the acquisition of new products and
businesses.  Sales of pharmaceutical products grew by 69% to #15.8 million (30
Sep 1999: #9.3 million): sales of healthcare products grew by 19% to #16.8
million (30 Sep 1999: #14.1 million). Sales in Western Europe, which includes
the U.K., were #28.5 million, U.S.A. and Canada were #1.8 million and the Rest
of the World were #2.3 million.



Pharmaceutical Products

Sales of pharmaceutical products grew by 69% to #15.8 million (30 Sep 1999: #
9.3 million).



In the last six months we have launched a range of niche generic
pharmaceutical products under our Forley Generics brand with initial marketing
efforts being concentrated in the U.K. This has proved successful to date and
the Group is currently looking at ways to expand these sales into selected
international markets.



We now have business partners covering the majority of Europe including
Germany, Austria, Switzerland, Holland and Belgium as well as partners in
Australia, New Zealand, Hong Kong, South Africa and various territories in the
Middle East.  It is our belief that these companies will help us to achieve
our objective of increasing sales abroad by marketing existing products and
enabling us to introduce new pharmaceutical and healthcare products into these
territories. We are in discussion with potential partners and distributors
covering the remaining global territories.



With regard to products acquired from SmithKline Beecham and Procter and
Gamble during 1999, we are on target with our plan to successfully integrate
these into our core operations.



The integration of the SmithKline Beecham product acquisitions are progressing
in line with expectations, despite experiencing a few problems with the supply
of product and in obtaining the necessary transfer of product licenses.



Sales of products acquired from Procter and Gamble are also in line with
expectations and in the last six months we have additionally acquired the
rights for these products in Portugal at a cost of #2.2 million.

Finally, sales of Transidrex, Navispare and Navidrex, products acquired from
Novartis Pharmaceuticals UK Limited in March 2000, have performed in line with
budget.



Healthcare Products

Sales of our healthcare products grew by 19% to #16.8 million (30 Sep 1999: #
14.1 million).



Our long-term aim for this group of products is to build sales internationally
in targeted markets using Mail Order, Multi Level Marketing (Direct Sales) or
own Health Centres as means of distribution.



In keeping with that aim, during the last six months we have made two
significant US acquisitions which have given the Group the infrastructure and
direct sales expertise to develop the business in one of the world's largest
nutritional markets. By combining an already established business with our own
product development pipeline and management we intend to build on the sales in
the US and Canada in the medium to long term.  At the same time it is our
intention to bring the knowledge and expertise introduced into the Group
through our US acquisitions to our other key markets.



The first of these US acquisitions was made on 3 July 2000 when Goldshield
acquired the direct sales and distribution businesses of Golden Pride, Inc.
and W T Rawleigh.   Based in West Palm Beach, Florida, Golden Pride is a
direct sales business selling nutritional products to the US and Canadian
market place.  Through the acquisition Goldshield gained immediate access to
an extensive list of distributors in the US and Canada.



The acquisition was carried out through Goldshield's US subsidiary, Goldshield
USA, Inc. for an initial cash consideration of US$8.5 million. A further sum
of up to US$12.5 million is payable in April 2002 and is dependent upon the
performance of the business during that 21 month period.



One month later, in August 2000, Goldshield announced the acquisition of
Achievers Unlimited Inc., an established Florida based business selling
nutritional products for slimming and women's health across the US.  Through
this acquisition, Goldshield gained access to Achievers Unlimited's
distributor database of over 30,000 potential customers.



The acquisition, also carried out through Goldshield USA, Inc. cost the Group
a deferred, performance related maximum sum of US$9.3 million.  The
acquisition involved an initial cash payment of US$512,000 for the inventory
held on 1 September 2000 and Goldshield purchased the remaining assets of
Achievers Unlimited, including its distributor database of over 30,000 names,
for a maximum sum of US$9.3 million, payable 27 months following completion.



Both these businesses are now performing in line with expectations and we
anticipate that under Goldshield's management these businesses will be
performing to their maximum potential by the end of the end of the current
financial term.



Over the last few months, Goldshield has also begun to market healthcare
products more vigorously across its key markets, excluding the UK where it
already holds a dominant position. The Regina Health brand of royal jelly
products is now selling successfully throughout the world, particularly in the
Far East.  It is our intention to use these distribution channels to sell
other Group healthcare products throughout the world. We have commenced test
marketing in France recently, with initial signs being promising and I look
forward to updating you on our strategy in Europe at the year end.



The continued growth of our U.K. mail order businesses has resulted from our
successful strategies of identifying and fulfilling customer needs. Whilst
this market is now approaching maturity and facing ever increasing competition
we will continue to develop new products, recruit new customers and improve
customer relations in order to maintain and advance our dominant position in
this sector.



With the addition of two new retail outlets in Stratford-upon-Avon and
Beaconsfield we have extended our retail testing programme to a total of three
outlets. This is in line with our strategy of slowly but surely increasing our
physical presence across the UK and Europe.



Management

As announced earlier this year, we have reorganised our senior management
structure; whereby Goldshield now has separate Main Board Directors supported
by an Operational Board.  This restructuring was carried out in order to
prepare for the next phase of challenges and growth.  The core operating Board
of Directors consists of 12 members - five of these were recruited in the last
12 months and three were internal appointments. This Board is supported by a
maturing group of some 30 senior executives giving us a strong foundation for
future growth and expansion. The number of senior international executives is
set to increase over the next few years.



Product Development

In the six months under review research and development costs amounted to #0.5
million (30 Sep 1999: #0.2 million).



Cash Flow

At 30 September 2000 cash balances were #2.5 million (31 March 2000: #11.4
million). In the period we have invested #13.7 million on acquiring intangible
assets.



Net current liabilities at 30 September 2000 were #10.8 million (31 March
2000: #2.8 million) - #9.2 million relating to the financing of intangible
asset additions over the previous eighteen month period.  Of this sum #0.2
million is due immediately, #3.5 million in December 2000 and #5.5 million in
August 2001. The majority of the #9.7 million of long term liabilities (31
March 2000: #5.5 million) relate to the estimated amounts of earn-out payable
on the North American acquisitions.



The Directors are confident that all current and future liabilities can be met
when they fall due out of the Group's operating cash flow. In addition the
Group's bankers have indicated that fund's would be made available in
appropriate circumstances.



Current Trading and Prospects

Your Board of Directors continues to believe that, in order to maximise
shareholder value, it is essential that the Group evolves from being a
predominantly UK based company to becoming a significant international force
in the healthcare and pharmaceutical products markets. Trading in the second
half continues on target, I therefore look forward to announcing further
positive results for the full year to March 2001 in June.



The new management team, product pipeline, expanding base of international
distributors and agents, new territories, US acquisitions and above all our
current sales and profits puts us in a strong position to provide our share
holders with sustained earnings per share growth for the future.



Ajit Patel
Executive Chairman
11 December 2000

Goldshield Group plc
Summarised Consolidated Profit and Loss Account for the
six months ended 30 September 2000


                                                Six months Six months   Year
                                                     ended      ended    ended
                                                        30         30 31 March
                                                 September  September   2000
                                                      2000       2000 
                                          Notes (unaudited)(unaudited)(Audited)
                                                     #'000    #'000     #'000
                                                     
Turnover

Continuing operations                               30,784     23,437   52,646
Acquisitions                              1          1,763          -        -
                                                    32,547     23,437   52,646
Operating profit

Continuing operations                                5,220      3,820    8,892

Acquisitions                              1            124          -        -

                                                     5,344      3,820    8,892

The operating profit is stated after
charging the following items:-

Research and Development expenditure                   512        219      567

Amortisation of intangible assets                    3,003      1,239    3,552

Share issued at a discount

(UITF 17)                                               63        150      125

                                                        
Net Interest                                           145        235      474

Profit on ordinary activities before
taxation                                             5,489      4,055    9,366
                                                     
Tax on profit on ordinary activities      2        (1,950) (1,522)     (3,386)

Profit on ordinary activities after
taxation                                             3,539      2,533    5,980
                                                     
Equity dividends                          3          (398)      (290)    (942)

Profit Retained for the period                       3,141      2,243    5,038

Earnings per share

Basic (pence)                             4            9.8        7.6     17.2

Diluted (pence)                           4            9.4        7.3     16.5

Dividend per share (pence)                3            1.1        0.8      2.6

                                          




Goldshield Group plc
Consolidated Balance Sheet as at 30 September 2000


                                                  As at       As at     As at
                                                      30          30  31 March
                                               September   September      2000
                                       Notes        2000        1999
                                             (unaudited) (unaudited)  (Audited)
                                                   #'000    #'000       #'000
                                                               
Fixed Assets

Goodwill                                   5      28,780      15,592    14,676
Other intangible assets                    5      30,437      24,948    29,991
Intangible assets                          5      59,217      40,540    44,667
Tangible                                           1,756         588       336

                                                  60,973      41,128    45,003

Current assets

Stocks                                             6,771       4,519     5,353

Debtors                                            7,517       3,864     6,409

Cash at bank and in hand                           2,535       8,577    11,353

                                                  16,823      16,960    23,115

Creditors: amounts falling due within
one year                                        (27,629)    (19,441)  (25,922)
                                                
Net current liabilities                         (10,806)     (2,481)   (2,807)

Total assets less current liabilities             50,167      38,647    42,196

Creditors: amounts falling due after
more than one year                               (9,745)     (6,030)   (5,489)
                                                 
Provisions for liabilities and charges           (2,043)       (279)   (1,598)

                                                  38,379      32,338    35,109

Capital and reserves

Share capital                                      1,810       1,810     1,810

Share premium account                             20,821      20,805    20,806

Profit and loss account                           15,748       9,723    12,493

Shareholders' funds                               38,379      32,338    35,109





Goldshield Group plc
Consolidation Cash Flow Statement for the six months ended 30 September 2000


                                            Six months    Six months      Year
                                                 ended        ended      ended
                                        30 September   30 September   31 March
                                             2000           1999          2000
                                           (unaudited)   (unaudited) (Audited)  
                                  Notes        #'000        #'000        #'000
                                                               
                                                         
                                                 
Net cash flow from operating
activities                               6       7,095         4,695     13,383
                                         
Returns on investment and
Servicing of finance
Interest received                                  145           235        481

Interest paid                                        -             -        (7)

Net cash inflow from returns on
investments and servicing of
financing
                                                   145           235        474
Taxation

UK Corporation tax paid                          (145)          (39)    (2,715)

Capital expenditure and financial
investment

Purchase of intangible fixed assets           (13,731)      (19,023)   (22,112)

Purchase of tangible fixed assets              (1,545)          (72)      (170)

Net cash outflow from capital
expenditure and financial investment          (15,276)      (19,095)   (22,282)

                                              
Acquisitions and disposal

Purchase of subsidiary undertaking                   -       (2,278)    (2,278)

Equity dividends paid                            (652)         (296)      (585)

Management of liquid resources

Cash transfers from deposit accounts                 -         4,928      4,928

Financing

Issues of shares                                    15        15,679     15,680

(Decrease)/Increase in cash              9     (8,818)         3,829      6,605

                                         



Goldshield Group plc
Statement of Total Recognised Gains and Losses and Reconciliation of Movements
in Shareholders Funds for the six months ended 30 September 2000



Statement of Total Recognised Gains and Losses


                                                 Six months Six months
                                                      ended      ended   Year
                                             30 September 30 September   ended
                                                                      31 March  
                                                    2000        1999     2000
                                                (unaudited)(unaudited)(Audited) 
                                    Notes        #'000       #'000     #'000
                   
                                                                 
Profit on ordinary activities after
taxation                                              3,539      2,533    5,980
                                                      
Current differences on foreign currency
investments                                  8           51          -        -
                                             
Total recognised gains and losses for
the period
and total gains and losses
recognised since last financial
statement                                             3,590      2,533    5,980
                                                      



Reconciliation of movements in shareholders' funds
                                            
                                                 
                                            Six months  Six months     Year
                                                 ended      ended     ended
                                          30 September 30 September 31 March
                                                  2000     1999      2000  
                                         (unaudited)   (unaudited) (Audited)    
                                  Notes      #'000      #'000       #'000
                                                   
Profit for the period                            3,539         2,533     5,980

Equity dividends                                 (398)         (290)     (942)
Issue of shares                                     15        15,679    15,680
Share option accrued costs             7            63           150       125

                                       
Currency differences on foreign
currency
net investments                        8            51             -         -

Net increased in shareholders'                   3,270        18,072    20,843
funds

Shareholders' funds at 1 April
2000                                            35,109        14,266    14,266
                                                
Shareholders' funds at 30
September 2000                                  38,379        32,338    35,109
                                                


Notes to the Interim Financial Statements


1.   Acquisitions

Acquisitions in the period comprise the subsidiary business acquired in the
period. Golden Pride Inc. and W.T. Rawleigh from 3rd July 2000 and Achievers
Unlimited Inc. from 28th August 2000.


2.   Tax on profit on ordinary activities

The tax charge for the six months has been calculated at an effective rate of
35.5% (30.9.99: 37.5%).


3.   Equity dividends

The Directors have declared an interim dividend of 1.1 pence per share (1999/
00 interim dividend: 0.8 pence, 1999/00 final dividend: 1.8 pence). The
dividend will be paid on 22nd January 2001 to those shareholders on the
Register on 22nd December 2000.


4.   Earnings per share

The calculation of earnings per share is based on earnings after tax of #
3,539,000 (30.9.99: #2,533,000) and on 36,203,000 (30.9.99: 33,433,000)
ordinary shares, being the weighted average number of shares in the period
ended 30 September 2000.  The weighted average number of ordinary shares used
in the calculation of diluted earnings is 37,584,000 ordinary shares (30.9.99:
34,680,000).



5.   Intangible fixed assets


                                           Brand names     Goodwill       Total
                                              know-how
                              licenses and trade marks
                                                 #'000        #'000       #'000
                                                             
Cost

At 1 April 2000                                 32,902       17,453      50,355

Additions                                        2,212       15,341      17,553

At 30 September 2000                            35,114       32,794      67,908

Amortisation

At 1 April 2000                                  2,911        2,777       5,688

Provided for the period                          1,766        1,237       3,003

At 30 September 2000                             4,677        4,014       8,691

Net book amount

At 30 September 2000                            30,437       28,780      59,217

Net book amount

At 31 March 2000                                29,991       14,676      44,667






6.   Net cash inflow from operating activities


                                                 Six months Six months
                                                      ended      ended     Year
                                                                          ended
                                                         30         30
                                                  September  September 31 March

                                                       2000       1999     2000
                                                (unaudited)(unaudited)(audited)

                                           Notes      #'000      #'000    #'000

Operating profit                                      5,344      3,820    8,892
Depreciation                                            125         87      160

Amortisation                                          3,003      1,239    3,552

Currency differences on foreign
currency net investments                       8         51          -        -
                                               

Net book value of assets written off:

- Intangible fixed assets                                 -        133      248

- Tangible fixed assets                                   -          -      296

(Increase) in stocks                                (1,418)      (301)  (1,068)

(Increase) in debtors                               (1,108)    (1,871)  (4,342)

Increase in creditors                                 1,035      1,438    5,520

Share option accrued costs                     7         63        150      125

Net cash inflow from operating
activities                                            7,095      4,695   13,383
                                                      



7.   Share option accrued costs

The #63,000 share option accrued cost arises in respect of a provision
relating to the employee share option scheme, being the difference between the
fair value of the shares at the date of grant of the option and the
consideration payable for the shares.



8.   Currency differences on foreign currency net investments

The #51,000 currency difference on foreign currency net investments relate to
the unrealised gain made on translating the assets and liabilities of the US
subsidiaries at the period-end date.




9.   Reconciliation of net cash flow to movement in net funds



                                                           Group Six
                                                              months
                                           Six months                     Year
                                                ended          ended      ended
                                         30 September   30 September   31 March
                                                 2000           1999       2000
                                          (unaudited)    (unaudited)  (audited)
                                                #'000          #'000      #'000
At 1 April 2000                                11,353          9,676      9,676
Change in net funds resulting from            (8,818)        (1,099)      1,677
cashflows

At 30 September 2000                            2,535          8,577     11,353




10.       Preparation of interim statements

The interim financial statements have been prepared in accordance with
applicable accounting standards and under the historical cost convention. The
principle accounting policies of the Group are set out in the Group's 2000
annual report and financial statements. The policies have remained unchanged
from the previous annual report.



The interim statements are unaudited but have been reviewed by the auditors
and their report is set out on page 13. The comparative figures for the
financial year ended 31 March 2000 are based on the Company's statutory
accounts for that year and have been reported on by the Company's auditors and
delivered to the Registrar of Companies. The report of the auditors was
unqualified and did not contain a statement under section 237(2) or (3) of the
Companies Act 1985.



The interim statements do not constitute statutory accounts within the meaning
of section 240 of the Companies Act 1985.



11.       Approval of interim statement

The interim statement was approved by the Board of Directors on 11 December
2000. Copies of this statement will be available to members of the public,
free of charge, from the Company at NLA Tower, 12-16 Addiscombe Road, Croydon,
Surrey, CR0 0XT.



Independent Review Report to Goldshield Group plc



Introduction

We have been instructed by the company to review the financial information set
out on page 1-12 and we have read the other information contained in the interim
report and considered: whether it contains any apparent misstatements or
material inconsistencies with the financial information.



Directors' responsibilities

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The Listing Rules
of the Financial Services Authority require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes,
and the reasons for them, are disclosed.



Review work performed

We conducted our review in accordance with guidance contained in Bulletin 1999
/4 'Review of Interim Financial Information' issued by the Auditing Practices
Board. A review consists principally of making enquiries of management and
applying analytical procedures to the financial information and underlying
financial data and, based there on, assessing whether the accounting
policies and presentation have been consistently applied unless otherwise
disclosed. A review excludes audit procedures such as tests of controls and
verification of assets, liabilities and transactions. It is substantially less
in scope than an audit performed in accordance with Auditing Standards and
therefore provides a lower level of assurance than an audit. Accordingly, we do
not express an audit opinion on the financial information.



Review conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2000.



GRANT THORNTON
CHARTERED ACCOUNTANTS
LONDON
11 December 2000


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