Final Results

Pentagon Protection PLC 30 March 2004 For Immediate Release 30 March 2004 PENTAGON PROTECTION PLC FINAL RESULTS Year Ended 30 September 2003 Successful Period of Development and Repositioning for Future Growth Pentagon Protection plc ('Pentagon' or the 'Company), the manufacturer of protective glazing products to the automotive, commercial and residential sectors for safety and security, announces its maiden full year results since going public on AIM in April 2003. Financial Highlights • £500,000 raised by way of a Placing at 3p on AIM. • Acquisition of Filmtek Ltd and further Placing of shares in November 2003 at 4.75p, raised £997,500, with deferred payments up to maximum £1m payable over next 3 years subject to Filmtek's profits. • Turnover of £1.17m (2002: £1.51m). • Loss of £270,422 (2002: Pre-tax profit of £135,942). • Basic and diluted (loss)/earnings per share (0.47p) (2002: 0.28p). • Net assets £375,865 (liabilities £61,386). • Cash £252,109 (2002: £20,148). • Equity shareholders' funds of £375,865 (2002: £61,386 deficit). • No dividend, in line with stated policy in prospectus. • In year ended 30 April 2003, Filmtek had turnover of £2.2m and profit before tax of £56,000, after a non-recurring payment of £225,000 to an employee benefit trust. Corporate Highlights • Contract gains from leading OEM's (vehicle manufacturers: Volkswagen UK, Honda, Peugeot, Mazda, Mercedes, Citroen). • Filmtek appointed by Eurostar for film panels of glazing at Waterloo Station and £390k project for protective film application to glass facade at Changi Airport, Singapore. • Strong order book at Filmtek • Legislative drivers and increasing global demand for protective glass, driven by urban criminal violence and terrorism. • New Group Chief Executive. • New products. • Improvement in confidence of client companies. • Significantly broader and stronger base for growth. Prospects Commenting on the outlook, David Thomas, Chairman said: 'We enter the current year stronger and I and my Board view the future with confidence.' Enquiries: David Thomas, Chairman Pentagon Protection plc +44 (0) 20 8749 9749 Peter Binns Binns & Co PR Ltd +44 (0) 20 7786 9600 Louise Carpenter Seymour Pierce Limited +44 (0) 20 7107 8000 Chairman's statement I am pleased to report that our first year as an AIM quoted company has been a successful period of development and repositioning of the Group for future growth. Since flotation in April 2003, when £500,000 was raised by way of a placing, representing 31.6% of the Group's enlarged issued share capital, the Board has been focussed on restructuring the Pentagon Protection Group's activities to solidify the strategic foundations of its future sustainable growth and reduce its dependence on non-core activities. In anticipation of a rapid growth in the global demand for glass protection of any form, your Board resolved to accelerate the broad-based realisation of the Group's strategic objectives and to invest in initiatives to deliver to its mission of: 'Enhancing the performance of glass to make it safer and more secure for the people of the world today' As I write, the news is of the appalling Madrid terrorist attacks. When I first invested in Pentagon as a private company in 2000, our objective was to deliver a technology to successfully protect against smash and grab car theft - the bane of British motorists' lives. While we are succeeding in this goal, your Company has also grasped the nettle of a significantly greater and more valuable challenge. That of protecting day-to-day people in their day-to-day lives from any type of glass related injury. It is a distressing and difficult reality that the ugliness of conflict in the world today underpins the future of Pentagon Protection plc. Whether our products help resist a car thief or protect from the collateral impact of a bomb blast, these threats are of the spectrum of violence facing metropolitan citizens around the world today. Your Company's goal is to provide security and safety solutions for glass of any kind. This means that our business today is the protection of collateral injury or worse from shattered glass, also in the face of a new and much more lethal threat. With your support and confidence as shareholders, the Board has acted on this broadened mission and invested in initiatives to deliver it. The most significant of these actions was the acquisition of Filmtek Limited, which was completed in December 2003. Filmtek, our first acquisition since flotation, is a leading specialist in the advancement and installation of safety, security and solar window film on buildings, in the UK and overseas. The acquisition was financed by a Placing of 21 million new ordinary shares at 4.75p, which raised £997,500 gross, and by the issue of 15,789,474 new Ordinary Shares in Pentagon to the vendors. In addition, deferred consideration of up to a maximum of £1 million may also be payable over the next three years, depending on Filmtek's profits in the three years ended 30 April 2006, this to be satisfied by a combination of cash and new ordinary shares in Pentagon. Filmtek has a strong order book, with a number of new customers to add to its blue chip client base. Parallel to this review, the Board became aware of an impending tightening of UK restrictive legislation in regard to darker automotive tint films on the front side windows of vehicles. Whilst Pentagon has always applied lighter tints as a matter of policy, tints have formed a significant, albeit non-strategic segment of our business. In light of anticipated developments curbing darker tints, your Board took a policy decision in the middle of the year to suspend new domestic franchisee recruitment until the market settled post legislation. This decision, while ethically sound, has negatively impacted upon our financial performance. Turnover was down to £1.17 million (2002 £1.51 million) and pre tax losses were £270,000 as compared with a profit in 2002 of £136,000. The reduction in profitability was primarily the result of an absence of sales of new domestic franchises that in the previous year amounted to approximately £226,000. The net assets of the Group were £376,000 as at 30 September 2003 compared to net liabilities of £61,000 as at 30 September 2002. In addition, the Group had cash of £252,109 (2002: £20,148) in its balance sheet and equity shareholders' funds of £375,865 (2002: £61,386 deficit). The directors do not recommend payment of a dividend, in line with the stated policy in the Prospectus. As indicated, this performance reflects the conscious choice half way through the year to suspend new domestic franchisee recruitment, invest in the development of glazing safety, security and protection, and develop new markets and opportunities to capitalise on our leadership in this value added area. Specifically, beyond the acquisition of Filmtek, we also secured a contract with Volkswagen UK to provide our proprietary protective SupaGlass technology on its vehicles. In addition, we have continued to refine and optimise our proprietary security/safety mark etching technology and finally we have undertaken intensive negotiations to expand the group's interests internationally with specific focus on the Middle East and Far East. With these developments and with additional agreements with other OEMs (vehicle manufacturers) negotiated since the period end, which include Honda, Peugeot, Mazda and Mercedes, your Board is extremely confident that our revised strategies will contribute to a robust future. We expect the Group's financial performance to steadily improve as a result not only of the expansion of our market into commercial buildings with the Filmtek acquisition, but also as a result of the increasing interest in SupaGlass being demonstrated by automotive manufacturers. Business Review Filmtek Limited Filmtek will further the Group's aim of becoming a leading supplier of protective glazing products across a significantly broader application base, adding substantial flat glass expertise in relation to commercial and residential buildings. In addition, the acquisition has strengthened your Company's management team, including the appointment of Graham Bannerman, Filmtek's founder and managing director, as Group Chief Executive Officer. This has enabled Geoffrey Russell to become Group Technical Director from Managing Director, focusing on R&D and worldwide licensing of our products. The acquisition has significantly broadened the international market for Pentagon's SupaGlass product and has added substantial flat-glass expertise to the company's automotive glass skills. To recap, Filmtek, which was founded in 1996, has grown to become a leading specialist in the advancement and installation of security, safety and solar window film, leading to the development of the Filmtek 'Anchoring Solution', a proprietary technology for containing and anchoring glass which has particular application in overhead glazed roofing. Filmtek offers advice on the installation of bomb blast and solar control film and provides solutions for upgrading existing glass through the retrospective application of window films. The window films offered by Filmtek include bomb blast/security film, solar control film, privacy film and combination films offering protection from heat and glare and injury from broken glass. In the year ended 30 April 2003, Filmtek had a turnover of £2.19 million and a profit before tax of £56,000, after a non-recurring payment of £225,000 to an employee benefit trust. Filmtek has undertaken several major projects, both nationally and internationally, particularly in the Far East and Middle East, for numerous blue-chip clients, including HSBC, Bank of America, Marks & Spencer, Lloyds TSB, Pilkington, Vodafone, the British Council, a number of Middle East based Groups and various government departments. The company was appointed by Eurostar as the main contractor to film panels of glazing at Waterloo Station and Filmtek recently completed a £390,000 project involving the application of protective film to the glass facade at Changi airport, Singapore. With a number of projects already secured and investment in further client generation in place, this component of your Group's business is well poised to grow substantially, especially in the face of the new world threat of terrorism. Automotive Market Window Tinting Legislation Whilst Pentagon has been at the forefront of supplying window tint products into the market that are entirely safe for road use, demand in parts of the UK for excessively dark tints has grown to such an extent that the Government was recently forced to take action and introduce stringent new regulations. Section 32 of the Construction and Use Regulations (part of the Road Traffic Act) was changed by Parliament in February 2004 to include reference to window tint films, the effect of which is to prevent the practice of applying tints to the driver and forward passenger windows. This has had a significant effect on demand for window tinting. Although Pentagon and its franchisees have continued to develop the market for SupaGlass, a high dependence on window tint business has existed historically, necessitating a need to compensate for loss in demand through alternative revenue generating activities. This formed a major part of Pentagon's new initiative development during the course of the year under review. In anticipation of these regulatory changes and as previously mentioned, your Board also made the decision half way through the calendar year 2003 to curtail its UK franchise recruitment programme (since uncertainty about future rule changes made it difficult to ethically sell UK franchises until more was known about the new rules). Pentagon switched the emphasis instead towards international franchising which is proving very encouraging. SupaGlass The Directors are confident that the broad-based demand in the UK for automotive security film, and therefore for our SupaGlass technology, is continuing to grow. The impetus from Government sponsored initiatives to reduce vehicle crime and increase vehicle safety has been fuelled by a number of specific discussions on these issues within Parliament over recent months, especially given that targets on reduction of vehicle crime, a significant proportion of which is perpetrated through broken windows, have not been met. Thefts from vehicles are a significant challenge which, given the evidence that SupaGlass style products are an efficient means of reducing this type of crime, have attracted the attention of the Home Office and the Department for Transport. Your Directors have recently had detailed discussions with the Department for Transport and we are now working in cooperation to create a new standard with SupaGlass as a benchmark, to set the performance criteria for security films in order to meet target reductions in car crime. In addition, the Directors have been consolidating your Company's relationships with the Fire Brigade, the Metropolitan Police, the Ambulance Service, and the Ministry of Defence. Pentagon undertook preliminary pilot work with each of these bodies in the course of last year so that the Company will be able to enjoy the fruits of this work within the 2003/2004 fiscal year. With vehicle safety, Government Health & Safety policies have compelled employers to put more diligence into developing duties of care operations for their employees on the road. For example, a recent article in Fleet News highlights that companies now see Health & Safety as their No. 1 company concern. It is anticipated that this will lead to increased Supaglass demand on company vehicles, capitalising on the brands growing reputation in this area. Importantly, SupaGlass has achieved accreditation to British Standards BS 209 Part 4a - Specification for Security Glazing for Passenger Cars. This came about through extensive performance testing in conjunction with the UK's Glass & Glazing Federation. In addition, as a result of extensive testing of SupaGlass in collaboration with Thatcham Vehicle Security, the Fire Brigade, the Police Scientific Development Branch and Mercedes UK, your Company is working with Government on the development of a new, anti-theft DIN standard for vehicle glazing. This development will further underpin SupaGlass's reputation in critical stress performance areas and for application to a broader range of vehicles. Retail Automotive The group continues to strengthen its leadership in the retail market behind the Pentagon SupaGlass brands. We have further consolidated our exclusive relationships with key dealer groups who will look to promote accessories as additional revenue and profit opportunity over and above the vehicles themselves. Importantly, Pentagon's SupaGlass retail operation should benefit from broad based independent endorsements of the brand's efficiency. For example, in October 2003 Pentagon received the Institute of Transport Management's award for outstanding contribution to the transport industry and we have enjoyed acknowledgements for SupaGlass's safety and security performance in Fleet World and What Car magazine. Original Equipment Manufacturers Automotive While interest in and demand for SupaGlass is growing across all key OEMs, precipitated by our September 2003 Volkswagen contract, the sector has developed at a slower than pace we were anticipating. What is clear, however, is that interest with our OEM clients is now increasing. We have recently successfully managed to agree the implementation details of Pentagon's contract with the VW group, the first focus of which will be on VW branded vehicles. In addition, the Citroen Xsara Enterprise vehicle contract, which was discussed in my 2003 interim report, was also delayed. However, Citroen has assured us that, due to the quality of Pentagon's performance on this project, they are very keen to broaden their commercial relationship with your Company. Honda is another recently acquired client that has appointed Pentagon to implement a project for solar protection on its vehicle glass. Although we had an original agreement with Honda for a start date of March 2003, following personnel changes within the company this was delayed for a number of months, but we have now commenced work on this project. In addition, a groundbreaking agreement with Mercedes UK to offer SupaGlass on all Mercedes vehicles through their dealer networks has also been recently confirmed, after months of preparation. This work will begin in London, Birmingham and Manchester during the current fiscal year. Work has also commenced with Peugeot's van division and we have just received the go ahead from Mazda to commence work on a range of their vehicles in the course of the current financial year. Finally, as a result of extensive preparatory work conducted in the year under review, your Company has recently begun supplying SupaGlass to London Transport, the London Fire Brigade and the Ministry of Defence. International Franchises In view of the policy decision to suspend pursuit of domestic franchise recruitment, your Board shifted its focus in this area to international. Your Company secured representation in Nigeria, Kuwait and Cyprus. We have also commenced business in the UAE and discussions are well advanced for the geographies of Greece and Italy. New Initiatives Pentagon Etchmark To further consolidate the Group's leadership in the area of enhanced glass security and safety, your Company has been developing its patented safety/ security mark etching technology for use by glass and glass-related industries in the face of new legislation to control the standard of glass installed in buildings. The UK Glass & Glazing Federation's recent FENSA (Fenestration Self-Assessment Scheme) dictates that all new building glass is marked or etched with proof of its compliance with pre-determined safety standards. Pentagon has acquired the rights, developed the technology and registered four patents for a revolutionary new vacuum-based glass etching system. Pentagon Etchmark is significantly superior to messy traditional sandblast or unwieldy chemical systems, is faster in etching application and delivers a superior quality end-result. Importantly, its appeal also lies in its substantially safer method of delivery, meeting many companies' more stringent Health & Safety operational guidelines. Proof of Pentagon Etchmark's potential has been established across the year in close collaboration with the UK's leading glass and glazing manufacturers, modifying the delivery technology to meet these prospective clients' requirements. Encouraged by the resoundingly positive acceptance of Etchmark by these client companies, your Company is proceeding to in-market testing of this device with a major UK-based glass manufacturer. In addition, Etchmark has strong potential in the automotive sector for security etching, complementing Pentagon's portfolio of products and services in this core sector. Outlook The time invested by your Board and its new and strengthened senior management in this year has resulted in a significantly broader and stronger base for your Company's growth. In our two lead companies, Pentagon Glass Tech and Filmtek, we have clear demonstration of product appeal both for SupaGlass and our other protection technologies. The need for protection across glass of all types continues to grow, driven by urban criminal violence and terrorism. We are investing too in the expansion of our presence to the two potentially high growth geographies of the Middle East and Far East. We have also seen an improvement in the confidence of our client companies to increase levels of business with us, resulting from further improvements and performance accreditation of our technologies and from our client service levels. We enter the current year stronger and I and my Board view the future with confidence. David Thomas Chairman 26 March 2004 CONSOLIDATED PROFIT AND LOSS ACCOUNT For the period ended 30 September 2003 2003 2002 £ £ Turnover 1,165,914 1,509,180 Cost of sales (354,100) (316,948) ________ ________ 811,814 1,192,232 Gross profit Selling and distribution costs (251,496) (260,551) Administrative expenses (817,303) (749,982) Other operating income 17,754 14,795 _________ _________ Operating (loss)/profit (239,231) 196,494 Interest receivable and similar income 988 268 Interest payable and similar charges (32,179) (60,820) _________ _______ (Loss)/profit on ordinary activities before taxation (270,422) 135,942 Tax on (loss)/profit on ordinary activities (111,500) 88,646 ________ _______ (Loss)/profit on ordinary activities after taxation (381,922) 224,588 Losses brought forward (307,702) (532,290) ________ ________ Losses carried forward £ (689,624) £ (307,702) Basic and diluted (loss)/earnings per share (0.47p) 0.28p Turnover and operating losses are derived entirely from continuing operations. There are no recognised gains or losses, other than the loss for the financial year. CONSOLIDATED BALANCE SHEET As at 30 September 2003 2003 2002 £ £ Fixed assets Tangible assets 161,808 176,559 ______ ______ Current assets Stocks 39,274 26,074 Debtors 388,734 390,157 Deferred tax asset - 118,000 Cash at bank and in hand 252,109 20,148 _______ _______ 680,117 554,379 Creditors: Amounts falling due within one year (413,105) (508,761) ________ ________ Net current assets 267,012 45,618 ________ ________ Total assets less current liabilities 428,820 222,177 Creditors: Amounts falling due after more than one year (52,955) (283,563) than one year _________ ________ £ 375,865 £ (61,386) _________ _________ Capital and reserves Called up share capital 89,167 54,166 Share premium account 784,172 - Merger reserve 192,150 192,150 Profit and loss account (689,624) (307,702) _________ ________ Equity shareholders' funds £ 375,865 £ (61,386) _________ _________ CONSOLIDATED CASH FLOW STATEMENT For the period ended 30 September 2003 2003 2002 £ £ £ Net cash (outflow)/inflow from operating activities (340,211) 75,202 Returns on investments and servicing of finance Interest received 988 268 Interest paid (30,446) (22,567) Interest element of finance lease payments (1,733) (2,164) _______ _______ Net cash outflow from returns on investments and servicing of finance (31,191) (24,463) ________ _______ (371,402) 50,739 Taxation UK corporation tax paid (29,354) - ________ _______ (400,756) 50,739 Capital expenditure and financial investment Payments to acquire tangible fixed assets (15,695) (5,111) Receipts from sales of tangible fixed assets 21,672 4,499 ________ ________ Net cash inflow/(outflow) from investing activities 5,977 (612) _______ ________ Net (outflow)/inflow before management of liquid resources and financing (394,779) 50,127 Financing Capital element of finance lease rental payments (35,539) (32,166) Loans repaid to financial institutions (18,462) (18,461) Net decrease in director's loan (155,423) (20,001) New share issue 1,109,999 - Flotation costs (290,826) - Increase in factor finance 42,201 - ________ ________ Net cash inflow/(outflow) from financing 651,950 (70,628) _______ ________ Increase/(decrease) in cash £ 257,171 £(20,501) _______ ________ NOTES 1. BASIS OF CONSOLIDATION These financial statements have been prepared in accordance with applicable accounting standards and under the historical cost convention. On the 25th March 2003 Pentagon Protection Plc, which until that date had been a dormant company, acquired all the shares in both Pentagon Glass Tech Limited and Pentagon Glass Tech (Franchising) Limited, by way of a share for share transfer. The shareholders in Pentagon Protection Plc immediately after the transaction were the same as those in the two subsidiary companies immediately before the transaction. This combination has been accounted for using merger accounting rules and therefore includes the results of the group since 30 September 2002 which was the most recent financial year end of the two subsidiaries. The comparative figures include the combined results for Pentagon Glass Tech Limited and Pentagon Glass Tech (Franchising) Limited for the year ended 30 September 2002. 2. (LOSS)/EARNINGS PER SHARE The calculations of (loss)/earnings per share are based on the following (losses)/profits and numbers of shares: Basic 2003 Diluted Basic 2002 Diluted £ £ £ £ (Loss)/profit for financial year (381,922) (381,922) 224,588 224,588 Weighted average number of shares: For basic and diluted(loss)/ earnings per share 81,495,627 81,495,627 79,166,860 79,166,860 3 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS 2003 2002 Group Group £ £ Net proceeds/value from share issues 819,173 - (Loss)/profit for the financial year (381,922) 224,588 Shareholders' funds at 1 October 2002 (61,386) (285,974) ________ _______ Shareholders' funds at 30 September 2003 £ 375,865 £ (61,386) 4 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 2003 2002 £ £ Operating (loss)/profit (239,231) 196,494 Depreciation of tangible fixed assets 35,823 26,856 (Profit)/loss on disposal of tangible fixed assets (1,863) 3,620 Decrease/(increase) in debtors 7,923 (136,290) Decrease in creditors (129,663) (16,428) (Increase)/decrease in stocks (13,200) 950 ________ __________ Net cash (outflow)/inflow from operating activities £ (340,211) £ 75,202 ________ __________ 5 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2003 2002 £ £ Increase/(decrease) in cash in the year Cash movements relating to debt and lease financing 257,171 (20,501) 167,223 70,628 _______ _______ Movement in net debt resulting from cash flows 424,394 50,127 Inception of new finance leases (25,186) (46,695) ________ _______ Change in net debt 399,208 3,432 Net debt at 1 October 2002 (410,110) (413,542) ________ ________ Net debt at 30 September 2003 £ (10,902) £ (410,110) ________ ________ 6 ANNUAL REPORT These results were approved by the Board on 26 March 2004. The financial information in this statement does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. Copies of the Company's annual report and accounts will be sent to shareholders this week and will be available from the Company's registered office, Pentagon House, Unit 4, Acton Park Estate, The Vale, London W3 7QE. This information is provided by RNS The company news service from the London Stock Exchange
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