RNS Number:1680M
Oasis Healthcare PLC
11 June 2003

An analyst briefing will be held at 10am, and a press briefing at 11.30am, today
at Buchanan Communications, 107 Cheapside, London EC2V 6DN.

For Immediate Release                                            11 June 2003



                              OASIS HEALTHCARE PLC
                        PRELIMINARY RESULTS ANNOUNCEMENT
                        For the year ended 31 March 2003


Oasis Healthcare Plc ("Oasis" or the "Company"), one of the UK's leading
corporate dentistry operator, announces its Preliminary Results for the year
ended 31st March 2003.



*   Oasis  now  Nationwide and Market Leader

o     At Year End March 2003: 128 practices, over #73m annualised turnover

o     At Flotation - Summer 2000: 14 practices, under #6m annualised turnover



*   Results for the Year Ended March 2003

o     Turnover increased by 106% to #46.9m (2002: #22.8m)

o     EBITDA #2.8m (2002: #1m)

o     EBITDA margin up to 6% (2002: 4.6%)

o     Pre-tax loss #2.3m, after exceptional items - in line with expectations



*     Corporate Acquisitions - make Oasis a National Operator

o     Dencare and Ora  - added 46 sites: now fully integrated

o     targeted #1.5m annualised cost savings to be exceeded

o     Independent practices - additional 17 sites acquired

o     Future acquisitions to be limited to geographic in-fills
      and local mergers

o     #40m of new debt facilities obtained at 1.35% above LIBOR

o     Headcount now 2000+ of which 700 are clinicians



*     Private Treatment Growth - 12 month shift:

o     Oasis (excluding Dencare & Ora): private treatments up to 44% of turnover
      from 36%

o     Oasis (including Dencare & Ora): private treatments represent over 60% of
      turnover



Ron Trenter, Chairman said:



"We expect to achieve further strong growth in revenues from private dental
care, particularly cosmetic and specialist treatments, as we build awareness of
the wide range of high quality private dentistry available across the practice
estate. The majority of planned cost reduction initiatives deriving from
consolidating the Dencare and Ora businesses with Oasis to secure both
purchasing improvements and organisational savings are now largely complete and
will deliver significant benefits during the current year. Consequently, the
Board believes Oasis is well-positioned to maintain the strong trend of
performance improvement it has demonstrated every year since flotation in 2000."



For further information, please contact :


Malcolm Hughes (Chief Executive, Oasis Healthcare Plc)            01603 625 335
Oliver Scott (KBC Peel Hunt Ltd)                                  020 7418 8900
Tim Anderson/Lisa Baderoon (Buchanan Communications)              020 7466 5000



Chairman's Review


Overview


Oasis completed the financial year ended 31 March 2003 as the leading corporate
dentistry operator in the UK market. Our nationwide estate of 128 general and
specialist dental practices represents annualised turnover of over #73 million
and is significantly ahead of our original pre-IPO objective in Summer 2000.
This anticipated that the business could be expanded within three years to
around 100 sites and annualised turnover of approximately #50 million from a
starting position of only 14 sites and annualised turnover of less than #6
million.



Such an achievement reflects a third successive year of rapid growth since our
flotation on the London Stock Exchange's Alternative Investment Market (AIM) and
I am pleased to report that this expansion has been accompanied by significant
growth in underlying profitability and cash generation. Following completion of
the restructuring and integration activities arising from acquisition of the
Dencare and Ora dental groups during the year, Oasis is no longer an
acquisition-led business. We are now well-positioned to deliver strong organic
growth based on continuing implementation of our practice development
initiatives across the enlarged business.



Results



Turnover in the year ended 31 March 2003 increased by 106% to #46.9 million
compared with #22.8 million in the previous financial year. Of this increase,
#14.0 million was attributable to 17 independent practice acquisitions, one
practice merger and the purchases of Dencare and Ora, all of which were
completed during the year. The mix of turnover between NHS and private
treatments showed a significant shift towards private care, with this component
of our business for the core estate of Oasis practices representing 44% compared
to 36% in the previous year. As a result of the Dencare and Ora deals, the
enlarged group now derives over 60% of turnover from private treatments.



At the practice level, we remain confident that an average EBITDA margin of 15%
can be achieved and sustained following implementation of our practice
development initiatives. Therefore, although our business is still at an early
stage in its development, I am pleased to report that 35 practices across the
enlarged Group were already at or above this level at the year-end, of which 17
are from the core Oasis estate, 12 from Dencare, 3 from Ora and 3 from Dentics.



Group EBITDA pre-exceptional costs in the year ended 31 March 2003 was #2.8
million compared with #1.0 million in the previous financial year which
demonstrates the improvement in the underlying operating margin being achieved
by the business. Central costs have reduced consistently in relation to turnover
as the Company's infrastructure has required proportionately less investment to
support the rapid growth of the business and we expect such costs to represent
no more than 5% of turnover on a continuing basis.



Operating profit pre-exceptional items and amortisation was #1.7 million
compared to #0.7 million in the prior year which reflects the increased
depreciation charge being incurred as a result of our capital investment
programme. We continue to believe that ensuring our practices provide
well-equipped, modern surgeries and attractive interiors underpins our practice
development strategy to expand the level of private treatments and positions
Oasis more strongly in the dental recruitment market.



Exceptional restructuring costs of #0.9 million were incurred as a direct result
of the Dencare and Ora acquisitions which primarily comprise redundancy payments
and allowance for onerous leases associated with the closure of the head offices
previously occupied by the two companies. Further non-recurring exceptional
costs of #0.5 million were incurred through operating these offices for a
limited period from the date of acquisition to closure. We believe annualised
savings arising from the consolidation of these businesses with Oasis will
exceed our original target of #1.5 million through elimination of duplicated
central costs and from benefits secured through exercising our increased
purchasing power with suppliers.



Net of all exceptional costs, Oasis incurred a loss before tax of #2.3 million
compared to a loss of #13,000 in the previous year. The Group's pre-tax result
includes a significant increase in interest payable to #1.3 million in the year
ended 31 March 2003 compared to #0.2 million in the previous year which reflects
the increased utilisation of debt facilities to fund acquisitions. Of this
increased interest charge, #0.1 million is an exceptional payment arising at
acquisition from early repayment of Dencare's high cost debt facilities.



Additionally, the continued high level of acquisition activity has resulted in a
significant increase in the Group's goodwill amortisation charge to #1.3 million
in the year ended 31 March 2003 compared to #0.5 million in the previous year.



Funding Position



During the financial year, new debt facilities totalling #40 million were
obtained from the Group's bankers, Bank of Scotland, to fund planned acquisition
activities. The majority of these facilities comprise term loans of just under
#35 million which carry a weighted average margin of 1.35% above LIBOR plus MLA
costs. As I stated in the Interim Report, your Board believes that debt
financing currently provides the most cost-effective means of funding the
business. Whilst investor sentiment appears to have become more negative towards
companies operating geared balance sheets, we are satisfied that the prospective
trading outlook for Oasis - underpinned by the highly cash-generative nature of
dentistry - supports this approach for our business.



Given that prevailing interest rates have remained low by historical standards,
the Board took the decision to lock in almost half of this term debt at a
weighted average LIBOR of 4% for three years to 31 March 2006. The remaining
balance of term loans are already locked in until 31 December 2003 at a LIBOR
rate of 3.96% and the Board will take account of the anticipated interest rate
trend at that time to determine whether a further long term fixed LIBOR
arrangement should be sought.



Acquisitions



Our acquisition activities over the past twelve months were dominated by the
purchases of the Ora and Dencare dental groups which together brought a total of
46 new sites to Oasis. Both of these two major acquisitions were  complementary
to our existing business given that their geographic coverage was concentrated
in the South of England and, linked with our coverage in the Midlands and North
of England, enabled a true national practice estate to be established. Both
companies were also committed to a strategy of developing high quality practices
focused on private dentistry, particularly cosmetic and specialist treatments,
which matched the approach being implemented by Oasis. Initial performance from
these two businesses post-acquisition has been in line with expectations.



We also completed 17 independent practice acquisitions during the year which
delivered average annual turnover per site of #707,000, significantly greater
than the minimum target of #500,000. This demonstrates that more recent
acquisitions have typically been larger practices and were already operating
with a significant level of private treatments.



For the next year or so, we plan to restrict future acquisition initiatives to a
small number of in-fill purchases of high quality practices which address gaps
in our current geographic coverage, together with low cost merger opportunities.
The latter typically involve the purchase of goodwill from sole or dual
practitioners working close to existing Oasis sites, as exemplified by a merger
completed during the past year which enabled us to introduce an established
implantologist into our existing specialist practice in Kidderminster.



Organisation



The acquisitions of Dencare and Ora led to an organisational review being
undertaken which aimed to maximise cost savings whilst ensuring that the best
performers from the various companies were given appropriate roles in the
consolidated business. The resulting new management structure for the Group
provides stronger leadership and support teams for the operations and clinical
functions and, in the Board's view, will be a key factor in delivering targeted
growth in turnover and profitability.



The Group now comprises over 2,000 people, of whom some 700 are clinicians, with
the balance mainly accounted for by practice staff in nursing, reception and
local management roles. The practices are supported by field-based operations
and clinical managers and a core head office team in Norwich responsible for
service functions such as finance, IT, human resources and marketing. Almost
everyone working for Oasis has been affected by the dramatic developments
associated with our rapid growth over the past year and the Board would like to
record its appreciation of the excellent contributions made by our clinicians
and employees during this period of major change.



Outlook



The future emphasis for the Group will be on securing significant organic growth
through continuing implementation of our various practice development
initiatives to increase turnover and reduce costs :



*      Firstly, we expect to achieve further strong growth in revenues
from private dental care, particularly cosmetic and specialist treatments, as we
build awareness of the wide range of high quality private dentistry available
across the practice estate.

*      Secondly, the majority of planned cost reduction initiatives
deriving from consolidating the Dencare and Ora businesses with Oasis to secure
both purchasing improvements and organisational savings are now largely complete
and will deliver significant benefits during the current year.



Consequently, the Board believes Oasis is well-positioned to maintain the strong
trend of performance improvement it has demonstrated every year since flotation
in 2000 in terms of growth in turnover, underlying operating profit and cash
generation.



Ron Trenter
Chairman



Consolidated profit and loss account
for the year ended 31 March 2003


                                                                 Before  Exceptional
                                                            exceptional     items
                                                                  items   (note 4)          Total
                                                  Notes            2003     2003             2003         2002
                                                                  #'000     #'000           #'000        #'000
                                                                      
Turnover
Continuing operations                                           32,837             -       32,837       22,798
Acquisitions                                                    14,033             -       14,033            -
                                                                46,870             -       46,870       22,798
Cost of sales                                          3      (28,073)             -     (28,073)     (13,667)
Gross profit                                           3        18,797             -       18,797        9,131
Administrative expenses (excluding amortisation)       3

                                                              (17,081)       (1,438)     (18,519)      (8,446)
Operating profit before amortisation                   3         1,716       (1,438)          278          685
Amortisation of goodwill                               3       (1,304)             -      (1,304)        (509)
Total administrative expenses                                 (18,385)       (1,438)     (19,823)      (8,955)
Operating profit/(loss)
Continuing operations                                  3           635         (153)          482          176
Acquisitions                                           3         (223)       (1,285)      (1,508)            -
Total operating profit/(loss)                          3           412       (1,438)      (1,026)          176
Interest receivable and similar income                                                         94           10
Interest payable and similar charges                                                      (1,336)        (199)
Loss on ordinary activities before taxation                                               (2,268)         (13)
Tax on loss on ordinary activities                                                            686        (184)
Loss for the financial year                                                               (1,582)        (197)
Loss per share
Loss per share                                         5                                  (2.47)p      (0.35)p
Diluted loss per share                                 5                                  (2.47)p      (0.35)p



There is no difference between the loss on ordinary activities before taxation
and the loss for the year stated above, and their historical cost equivalents.

The Group had no other gains or losses in the year other than those included in
the profit and loss account above.



Consolidated balance sheet
at 31 March 2003


                                                                                          2003          2002
                                                                                         #'000         #'000
Fixed Assets
Intangible assets                                                                       44,155        13,941
Tangible assets                                                                         12,130         5,384
                                                                                        56,285        19,325
Current assets
Stocks                                                                                   1,192           409
Debtors: amounts falling due within one year                                             5,415         3,098
Deferred taxation                                                                          692             -
Cash at bank and in hand                                                                   704           190
                                                                                         8,003         3,697
Creditors: amounts falling due within one year                                        (13,048)       (9,684)
Net current liabilities                                                                (5,045)       (5,987)
Total assets less current liabilities                                                   51,240        13,338
Creditors : amounts falling due after more than one year                              (35,497)       (1,554)
Provision for liabilities and charges                                                    (604)         (163)
Net assets                                                                              15,139        11,621

Capital and reserves
Called up share capital                                                                    816           586
Share premium account                                                                   17,362        12,492
Profit and loss account                                                                (3,039)       (1,457)
Equity shareholders' funds                                                              15,139        11,621



Consolidated cash flow statement
for the year ended 31 March 2003


                                                                         Note         2003           2002
                                                                                     #'000          #'000
Net cash inflow from operating activities                                   6        1,902            624

Returns on investments and servicing of finance
Interest received                                                                       94             10
Interest paid                                                                        (982)          (102)
Interest elements of hire purchase payments                                          (142)           (32)
Net cash outflow from returns on investments and servicing of
finance
                                                                                   (1,030)          (124)

Capital expenditure
Purchase of tangible fixed assets                                                  (3,726)        (2,842)
Government grants received                                                               -            360
Net proceeds of sale of tangible fixed assets                                          226            451
Net cash outflow from capital expenditure                                          (3,500)        (2,031)

Acquisitions
Purchase of subsidiary undertakings                                                (7,955)              -
Net overdrafts acquired with subsidiary undertakings                               (1,536)              -
Purchase of businesses                                                             (7,112)        (8,346)
Net cash outflow from acquisitions                                                (16,603)        (8,346)
Cash outflow before financing                                                     (19,231)        (9,877)
Financing
Issue of ordinary shares                                                                65          3,587
Share issue costs                                                                        -           (93)
Increase in bank loan due within one year                                                -          5,500
Increase in debt due after more than one year                                       28,924              -
Settlement of subsidiary's debt                                                    (9,772)              -
Payment of deferred consideration                                                    (650)          (186)
Capital element of hire purchase payments                                            (605)          (193)
                                                                                    17,962          8,615

Decrease in cash in the year                                                7      (1,269)        (1,262)



Notes to the Preliminary Announcement
for the Year ended 31 March 2003



1.     The financial information set out above does not constitute the company's
statutory financial statements for the years ended 31 March 2003 or 31 March
2002 but is derived from those financial statements. Those financial statements
have been reported on by the Company's auditors. The report of the auditors was
unqualified and did not contain a statement under S.237 (2) or (3) Companies Act
1985.  The statutory financial statements for the year ended 31 March 2002 have
been delivered to the Registrar of Companies. The statutory financial statements
for the year ended 31 March 2003 will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.





2.     Basis of preparation



The financial statements have been prepared on the basis of the accounting
policies/estimation techniques set out in the Group's statutory financial
statements for the year ended 31 March 2002.





3.     Cost of sales, gross profit and administrative expenses


                                                                                     2003            2002
                                                    Continuing
                                                    Operations    Acquisitions       Total          Total
                                                        #'000           #'000        #'000          #'000
Turnover                                               32,837          14,033       46,870         22,798
Cost of sales                                        (19,787)         (8,286)     (28,073)       (13,667)
Gross profit                                           13,050           5,747       18,797          9,131
Administrative expenses                              (11,629)         (5,452)     (17,081)        (8,446)
Operating profit before amortisation and
exceptional items
                                                        1,421              95        1,716            685
Amortisation                                            (786)           (518)      (1,304)          (509)
Operating profit before exceptional items                 635           (223)          412            176
Exceptional items                                       (153)         (1,285)      (1,438)              -
Operating profit/(loss)                                   482         (1,508)      (1,026)            176



4.    Exceptional items



                                                                                     2003           2002
                                                 Continuing
                                                 Operations     Acquisitions        Total
                                                      #'000            #'000        #'000          #'000
Redundancy costs                                         98              364          462              -
Provision for onerous leases                              -              354          354              -
Abortive acquisition costs                               55                -           55              -
Scrapping of fixed assets                                 -               74           74              -
Costs of subsidiary Head Offices between
acquisition and closure                                   -              493          493              -
                                                        153            1,285        1,438              -



Following the completion of the purchases of Ora and Dencare, the Board decided
to close the former Head Office operations associated with each of these
businesses. Redundancy costs of #364,000 were incurred as a result. The leases
relating to these offices are short term (up to May 2005) and full provision has
been made for outstanding rental obligations under these leases. Losses of
#74,000 arose as a result of scrapping redundant/surplus assets. In addition to
these termination costs, incremental, non- recurring expenditure of #493,000 was
incurred whilst the functions were transferred back to our Head Office in
Norwich. These relate to duplicated costs arising between the date of
acquisition and subsequent closure. The remaining costs arose as a result of a
strategic review of the enlarged Group's cost structure and strategy.



5.     Loss per share


                                                                                         2003          2002
                                                                                        #'000         #'000
Loss attributable to shareholders                                                       1,582           197

Weighted average number of shares in issue                                         63,939,466    55,795,629
Total shares for calculating diluted loss per share                                63,939,466    55,795,629



The calculation of loss per share is based on the loss after taxation and a
weighted average of ordinary shares of 1p each in issue during the period. The
diluted loss per share calculated is based on the same figures.



For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all potential dilutive ordinary
shares. The group has only one category of potential dilutive  ordinary shares:
those share options granted where the exercise price is less than the average
market price of the company's ordinary shares during the year. Since the group
has made a loss in the year, there is no dilution effect of the potential
dilutive ordinary shares.



6.   Reconciliation of operating profit/(loss) to net cash outflow from
operating activities


                                                                                         2003          2002
                                                                                        #'000         #'000
Operating profit before exceptional items                                                 412           176
Depreciation on tangible fixed assets                                                   1,080           354
Amortisation of intangible fixed assets                                                 1,304           509
Government grant amortisation                                                            (38)          (38)
Loss/(profit) on sale of tangible fixed assets                                             30          (18)
Increase in stocks                                                                      (171)          (61)
Increase in debtors                                                                     (701)       (1,743)
Increase in creditors and provisions                                                      950         1,445

Net cash inflow from operating activities before exceptional items                      2,866           624
Exceptional items                                                                       (964)             -
Net cash inflow from operating activities                                               1,902           624



7.    Reconciliation of net cash flow to movement in net (debt)/funds


                  
                                                                                         2003          2002
                                                                                        #'000         #'000
Decrease in cash in the year                                                          (1,269)       (1,262)
Cash inflow from changes in debt financing                                           (17,897)       (5,121)
Change in net debt resulting from cash flows                                         (19,166)       (6,383)
Increase in debt from acquisitions                                                   (11,101)             -
Non cash movements                                                                    (1,458)       (1,650)
                                                                                     (31,725)       (8,033)
Net funds/(debt) at 1 April 2002                                                      (7,854)           179
Net debt at 31 March 2003                                                            (39,579)       (7,854)



8.     Analysis of net (debt)/funds



                                       At 1 April     Cash flow    Acquisition        Non cash         At 31
                                             2002         #'000    (excl. cash       movements         March
                                            #'000                          and           #'000          2003
                                                                   overdrafts)                         #'000
                                                                         #'000
Cash                                         190          514                -                -          704
Overdraft                                  (316)      (1,783)                -                -      (2,099)
                                           (126)      (1,269)                -                -      (1,395)
Debt:
Debt due within one year                 (5,500)            -                -            4,500      (1,000)
Debt due after more than one year              -     (28,924)                -          (4,547)     (33,471)
Settlement of acquired debt                    -        9,772          (9,772)                -            -
Finance leases                             (831)          605          (1,329)            (615)      (2,170)
Deferred consideration                   (1,397)          650                -            (796)      (1,543)
                                         (7,854)     (19,166)         (11,101)          (1,458)     (39,579)




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