Bluehill ID AG
BLUEHILL ID REPORTS FULL YEAR RESULTS FOR 2008, EPS INCREASES FROM EUR -0.21 IN 2007 TO EUR +0.025 IN 2008
Bluehill ID AG / Preliminary Results Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- BLUEHILL ID REPORTS FULL YEAR RESULTS FOR 2008, EPS INCREASES FROM EUR -0.21 IN 2007 TO EUR +0.025 IN 2008 BLUEHILL ID TO CHANGE STRUCTURE FROM INVESTMENT FUND TO RFID INDUSTRIAL GROUP St. Gallen, May 7, 2009 - Bluehill ID AG (FSE: BUQ) today announced full year results for its fiscal year ending December 31, 2008. The Group consolidated revenues for the year were EUR 5.9M with a consolidated net profit of EUR 0.45M. Bluehill ID made its first acquisitions at the half year point with several others that followed at the end of the third and fourth quarters. Bluehill ID Chief Executive Officer Ayman S. Ashour stated: '2008 was a successful starting year for us with a number of key acquisitions that enabled us to build an RFID platform with breadth in technology and geography. We will continue to execute our 'Buy, Build and Grow' strategy through organic and acquisitive growth. We have demonstrated that there is a strong need for consolidation in the market and we see a good opportunity for Bluehill ID to become the signature company in the ID/RFID market. The outlook for 2009 remains positive and we will continue to raise and invest the necessary funds to pursue our ambitious growth objectives'. FINANCIAL YEAR 2008 Bluehill ID 2008 Key Financial Results (in accordance with IFRS): - Sales: EUR 5.9M - Consolidated net Profit: EUR 0.45M - EBITDA from operating Group companies: EUR 0.60M - Cash & short term deposits EUR 7.7M - Non-current financial assets EUR 3.4M - Earnings per share (undiluted): EUR 0.025 - Earnings per share (diluted): EUR 0.024 - Other income and net gain from operating investments: EUR 1.6m With sales of EUR 5.9M, the EBIT for the Bluehill ID Group was EUR -0.1M. EBIT for the Group included consolidated EBIT from operating companies of EUR 0.4M. Other income and net gains from operating investments amounted to EUR 1.6M. Total operating expenses in the 12 months to December 31 were EUR 4.3M. Operating expenses include acquisition related expenses, legal fees, research and development charges, salary and social security costs. Headcount increased as several key personnel additions and senior appointments were made to support Bluehill ID's continued growth plan. Fundraising related costs also contributed to operating expenses. In accordance with its structure as a fund, Bluehill ID paid to Bluehill Capital Management AG (a privately held management company that provides services to Bluehill ID, as described below) EUR 0.33M in capital raising fees. These costs were charged to equity in accordance with IFRS. In addition, Bluehill ID paid EUR 0.36M in management and success fees and issued 1.6M stock options. The options were calculated and charged to the P&L at a value of EUR 0,45M in accordance with IFRS based on the Cox-Ross-Rubinstein model. Total expenses charged to P&L related to Bluehill Capital Management were EUR 0.81M of which EUR 0.36M were in cash. Earnings per share were EUR 0.025 (undiluted), compared to prior year earnings per share of EUR -0.21 (undiluted). Diluted earnings per share were EUR 0.024 compared to EUR -0.21 in the prior year. The Group's total equity was EUR 17.6M compared to EUR 5.9M in the prior year. Adjusted earnings per shares exclusive of the costs of Bluehill Capital Management but allowing for direct acquisition by Bluehill ID of critical services would be EUR 0.042 and on fully diluted basis EUR 0.040. The Group finished the year in a strong position with cash and short term deposits amounting to EUR 7.7M (compared to EUR 6.4M in 2007). The Group has no long term debt. The Group has non-trading payables relating to acquisitions of EUR 0.7M and liabilities of EUR 1.1M relating to financial leases for plant and equipment. The tangible assets amounted to EUR 1.6M. Intangible assets amounted to EUR 6.9M, including goodwill arising from acquisitions of EUR 5.9M. 'Despite the challenging economic conditions, 2008 was a year that saw Bluehill ID achieve a number of important milestones. Key acquisitions were made starting at the midway point of the year which will significantly increase Bluehill ID's technology and product portfolio. A number of product and market development projects were initiated to drive the organic growth plan of the Group. We enter 2009 confident of our foundation and the health of our company', said COO/CFO Melvin Denton-Thompson. As referenced above, the audited consolidated results for Bluehill ID reflect partial year results for Group companies. The unaudited revenues for the Group in 2008 (not including any of the 2009 acquisitions), had all of the group companies been under its ownership for the full year, are estimated at EUR 14.5M. This figure includes approximately EUR 0.3M (unaudited) in revenues that would normally be netted out as intercompany sales. OPERATIONAL HIGHLIGHTS 2008 - Entry into new markets - geographically (Europe, USA, India, Brazil) and technology (transponders & readers, ID credential management, ePassport and National ID) - Minority & other investments - strategic investments at attractive valuations: SCM Microsystems, DEWB, exit from Primion Technology - Talent Additions - senior management team completed, key support functions added CHANGE OF STRUCTURE The original statutory structure of Bluehill ID AG was that of an investment fund similar to other investment vehicles. Under the original structure, the Founders of Bluehill ID, Mountain Partners and Mr. Ayman S. Ashour, offered management services to Bluehill ID AG through a privately held management company, Bluehill Capital Management AG. Bluehill Capital Management has been compensated for its services through management & success fees and annual option grants. In addition, Bluehill Capital Management has had the right to name the majority of the Directors of the Board. The Founders received no Founders shares and remain the largest investors in the company. With the clear success of Bluehill ID in developing into an industrial holding company employing a strategy of 'buy, build & grow' rather than 'buy & sell', the Board of Bluehill ID AG, based on strong recommendations from its management team, banking and legal advisors, concluded that terminating the management company structure would be in the best interest of all of the stakeholders of Bluehill ID AG. Accordingly, Bluehill ID AG has reached an agreement to exercise its option to terminate the management agreement effective 30 June 2009, and Bluehill Capital Management has agreed to reinvest CHF 4.2M of the CHF 5m termination fee into a convertible loan to Bluehill ID. The loan will be convertible at the request of Bluehill Capital Management at CHF 2.5 per share and may be converted at the request of Bluehill ID at a CHF 1.00 per share or 33% below the average trading price 90 days prior to the conversion. Under the provisions of the termination agreements, Mr. Ayman S. Ashour and Mr. Fabien Nestmann will enter into direct agreements with Bluehill ID AG and Mountain Partners will provide Bluehill ID AG with certain support services for a further limited period until Bluehill ID AG is able to complete the building of its infrastructure. This agreement between Bluehill ID AG and Bluehill Capital Management is subject to the approval of the Board of Mountain Partners and to the majority of the shareholders of Bluehill ID AG, excluding Mountain Partners, its affiliates and Mr. Ashour. BUSINESS OUTLOOK 2009 Bluehill ID expects to see significant growth in revenues from the effect of the timing of the 2008 acquisitions and the acquisitions completed during the early months of 2009 as well as organic growth from several of the companies within Bluehill ID. The trading conditions during the first quarter have been better than expected. With the successful integration of Bluehill ID companies, significant improvement in profitability has occurred at the operating company level. Bluehill ID corporate costs, net of the management fees, have seen considerable increase as headcount grew from zero to ten employees. The central costs are expected to drop during the second half of the year with the change of structure from an investment fund to an industrial holding. Bluehill ID expects to continue raising additional capital to fund its acquisition growth plans and has invested in a central team to successfully manage the process of acquiring, integrating and operating future acquisitions. Bluehill ID is strongly committed to protecting its investors from unnecessary dilution and is very focused on accretive acquisitions. A relatively small amount of total Bluehill ID funds can be used in start up operations or minority investments. ANNUAL GENERAL MEETING The Bluehill ID Annual General Meeting will take place at 10:00am on May 25, 2009 at the Radisson SAS Hotel in Saint Gallen, Switzerland. The Bluehill ID 2008 Annual Report inclusive of the audit report from Ernst & Young will shortly be available for download at: http://www.bluehill-id.com IMPORTANT DISCLAIMER This press release does not represent investment, legal or taxation advice of any kind. The information contained herein is intended only as information and does not in any way constitute an offer or recommendation for the purchase of securities or any other financial instrument, or likewise the sale thereof. To the extent that this press release contains forward-looking statements, such statements are subject to risks and uncertainties that could cause actual results to substantially differ from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the control of Bluehill ID AG, such as but not limited to future market conditions, the behavior of other market participants, the ability to successfully integrate acquired businesses, achieve anticipated synergies and the actions of government regulators. Bluehill ID AG does not assume any responsibility relating to forward-looking statements contained in this press release Bluehill ID AG undertakes no obligation to revise or update any forward-looking statements contained in this press release whether as a result of new information, future events, or otherwise. About Bluehill ID AG Bluehill ID AG is an international operating company with headquarters in Switzerland and listed on the Frankfurt Stock Exchange (ISIN CH0031958629; Symbol BUQ). Bluehill ID is dedicated to the responsible use and development of RFID and other automatic identification technologies. These technologies are used in the fields of security, identification, tracking and further growing applications. The business model of the company is based on combining disciplined acquisitive growth with sustainable organic growth from Group companies. Contact Fabien Nestmann Tel: +41 44 78 38 043 Email: fbn@bluehill-id.com 07.05.2009 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: Bluehill ID AG Dufourstr. 121 CH-9001 St. Gallen Schweiz Phone: +41 44 783 8043 Fax: +41 44 783 8040 E-mail: contact@bluehill-id.com Internet: www.bluehill-id.com ISIN: CH0031958629, CH0038439490 WKN: A0MUR7 Listed: Open Market in Frankfurt End of News DGAP News-Service ---------------------------------------------------------------------------
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