Interim Results

Pentagon Protection PLC 26 June 2003 PENTAGON PROTECTION PLC INTERIM RESULTS 2003 Pentagon Protection Plc, which develops and supplies innovative glass related products to the automotive sector and other industries, announces its maiden Interim Results since flotation on April 2, for the six months ended 31 March 2003. The Group's proprietary vehicle window glazing reinforcement system. Pentagon Supaglass, is the only vehicle security film system of its type that has a Thatcham Q Vehicle Security listing, a prEN 12600 Class I anti-bomb blast and impact resistance certification and a number of security and safety awards. The Group's growth strategy encompasses three key areas: Retail, Business to Business and Domestic and International Franchising. For further information, please contact: Pentagon Protection Plc David Thomas, Chairman Tel: (020) 8749 9749 Binns & Co PR Ltd Peter Binns/Emma McCaffrey/Kerry Hopkins Tel: (020) 7786 9600 PENTAGON PROTECTION PLC CHAIRMAN'S STATEMENT Introduction and Financial Review The period under review has been an active six months for Pentagon Protection, culminating in the group achieving a successful flotation on AIM by way of a placing on 2nd April, just after the period end, raising a net £500,000 to fund the development of the business. The proceeds have been used to fund development of the fleet provider segment of the Group's business and operational effectiveness of its domestic and international franchise networks. They have also been applied to other areas, for investment in new projects and equipment to increase capacity at our London headquarters. The remainder has provided additional working capital. The Group's financial results for the six months to 31 March 2003 show a loss of £76,669 on a turnover of £531,930. This is broadly in line with management's expectations. The results for the period under review primarily reflect continued investment in the strategic long-term development of the business. They also reflect a softening of the retail market and our continued investment in high potential, large-scale business opportunities through enrolment and marketing. Corporate Developments Despite the prevailing recent economic uncertainty arising over recent months, Pentagon Protection continues to make progress in its overall objective of establishing the Group as a domestic and international leader in the application of its award-winning, performance enhancing safety and security film (SupaGlass) to vehicle glass. Considerable strides since flotation have been made across each of our three core target markets in the retail, business-to-business and franchising sectors, details of which are covered more fully in my business review. Business Review Market and Competition The Directors are confident that the UK market for protective film, and therefore for SupaGlass, will continue to grow. This is largely due to renewed Government-sponsored initiatives to reduce vehicle crime and increase vehicle safety. Unofficial reports indicate that vehicle crime, especially 'theft from' vehicles, is still a significant challenge. The Directors anticipate a greater impetus by government to promote systems to help reduce the incidence of such crime, including 'anti-smash & grab' protective film of the performance standards created by SupaGlass. The Group is well poised to reap the benefits of such efforts, largely due to the growing awareness of Supaglass and the strength of the Group's association with police and related parties. Importantly, the Directors are receiving indications that other potentially competitive systems, such as factory-produced laminated glass, are less preferred to the SupaGlass-type solution due to cost and safety issues. 1 In vehicle safety, the most important development has been Home Secretary David Blunkett's recent announcement that the new legislation covering 'involuntary manslaughter' will be brought forward, causing employers to develop Duty of Care policies for their employees on the road, which will also be expected to cover a vehicle's safety, an area for which SupaGlass has won both an award and a national endorsement. It is for this reason that we have begun applying SupaGlass onto a number of public service vehicles. Retail The Group continues to strengthen its leadership in the retail market behind the Pentagon and SupaGlass brands, having established exclusive relationships with the Mercedes Benz UK and H.R.Owen dealer groups, among others. This has helped to partially offset the negative effects of a softening of this sector as a result of a decline in the rate of new car sales, a core source of business for the Group. Business to Business Pentagon SupaGlass is making strong inroads in awareness and interest across all three of the Group's priority business-to-business areas; • Public Sector: The Group has secured agreement from a number of groups within the UK'S Fire and Police Services to have SupaGlass protective laminates applied to their vehicles, both liveried and unmarked. • Private Sector: The Group is in advanced discussions with a number of private sector fleet users regarding the application of SupaGlass across their fleets, building on the success of earlier agreements with Transco and BT. • Original Equipment Manufacturers: As a result of the publicity generated by the Group's engagement by Citroen to apply dark laminates to a special edition of its Xsara 'Enterprise' vehicle, Pentagon has been asked by three major car manufacturers to prepare specific proposals related to the application of SupaGlass across their range of vehicles. In addition, the Group has prepared test glass for evaluation by other manufacturers, both in the UK and abroad. We are extremely confident that we shall soon be able to report significant news associated with these major business-building efforts. Domestic and International Franchising The Group's expansion through licences and franchising is encouraging. In the UK, although we have not signed any new franchisees since flotation, we are pleased to report strong current interest in franchises for Ipswich, Kent, Stafford and Chesterfield. Internationally, the Group has secured deposits for representation in Nigeria, Cyprus, Kuwait and Greece and is in advanced negotiations for the same in the UAE, Germany and Italy. 2 New Initiatives To further consolidate Pentagon's leadership in the area of enhanced glass security and safety, the Group has secured the worldwide rights to market and sell a patented security/safety mark etching technology. This is of particular relevance for the UK'S Glass & Glazing Federation's FENSA (Fenestration Self- Assessment Scheme), which dictates that all new building glass be marked with proof of its compliance with pre-deteimined safety standards. As a result of this initiative, Pentagon intends to diversify its business into the flat glass sector by capitalising on the strength of its reputation and introducing technology significantly superior to incumbent glass marking systems. In addition, this technology has strong potential in the automotive sector for security etching, thus complementing Pentagon's portfolio of products and services in its core business. Outlook Despite a sluggish economy, partially reflected in some of Pentagon's business indicators, the Directors are confident about the Group's outlook for the rest of this year and beyond. The issues of Security and Safety are growing in the consciousness of lawmakers and OEMs alike, measured by the strength of interest evinced by both these audiences in SupaGlass. A car's glass is its 'Achilles heel'. SupaGlass is emerging as the preferred remedy. The Directors look forward to announcing significant progress in the months ahead as SupaGlass gains further awareness and acceptance, especially with new car fleets. In addition, Pentagon's entry into the glass etching market with significantly superior technology should yield some exciting early results for the Group and its shareholders. We have the lead on the competition with our products and technology and remain confident about the Group's long-term prospects in a number of growth markets. David Thomas Chairman 26th June 2003 3 PENTAGON PROTECTION PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT For the six months ended 31 March 2003 Notes Unaudited £ £ Turnover 3 531,930 Cost of sales (163,965) _______ Gross profit 367,965 Selling and distribution costs 119,508 Administrative expenses 317,918 _______ (437,426) _______ (69,461) Other operating income 8,552 _______ Operating loss (60,909) Interest receivable 66 Interest payable (15,826) _______ Loss on ordinary activities before and after taxation (76,669) Accumulated losses brought forward (307,702) _______ Accumulated losses carried forward (384,371) ======= Basic loss per ordinary share 4 0.14p Fully diluted loss per ordinary share 4 0.14p There are no recognised gains or losses other than the loss for the financial period. The notes on pages 7 to 9 form part of this interim report 4 PENTAGON PROTECTION PLC CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2003 Notes Unaudited £ £ Fixed assets Tangible assets 168,153 Current assets Stocks 41,074 Debtors 407,017 Deferred tax asset 5 118,000 Cash at bank and in hand 6,786 _______ 572,877 Creditors: Amounts falling due within one year (608,721) _______ Net current liabilities (35,844) _______ Total assets less current liabilities 132,309 Creditors: Amounts falling due after more than one year (270,563) _______ (138,254) ======= Capital and reserves Called up share capital 54,167 Merger reserve 6 191,950 Profit and loss account 6 (384,371) _______ Equity shareholders' funds (138,254) ======= The notes on pages 7 to 9 form part of this interim report 5 PENTAGON PROTECTION PLC CONSOLIDATED CASH FLOW STATEMENT For the six months ended 31 March 2003 Unaudited £ Net cash outflow from operating activities (39,700) Returns on investments and servicing of finance (9,012) Capital expenditure (721) ______ Cash outflow before financing (49,433) Financing (10,529) ______ Decrease in cash in the period (59,962) ====== Reconciliation of net cash flow to movement in net debt Decrease in cash in the period (59,962) Decrease in finance lease debt 11,298 Decrease in bank loan 9,231 Increase in Director's loan (16,769) ______ Movement in net funds from cashflows in period (56,202) Net debt at 1 October 2002 (365,692) _______ Net debt at 31 March 2003 (421,894) ======= The notes on pages 7 to 9 form part of this interim report 6 PENTAGON PROTECTION PLC NOTES TO THE INTERIM REPORT For the six months ended 31 March 2003 1. BASIS OF CONSOLIDATION The interim report has 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. As this interim report represents the first published results of the group since its combination no comparative figures have been produced. The financial information set out in this interim report does not constitute statutory financial information within the meaning of Section 240 of the Companies Act 1985 and it has not been audited. 2. ACCOUNTING POLICIES The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial statements. Accounting convention The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. Turnover Turnover represents invoiced sales less returns exclusive of value added tax and trade discounts. Depreciation Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows: Leasehold improvements - Over period of the lease Plant and machinery - 15% to 25% reducing balance Fixtures and fittings - 25% reducing balance Motor vehicles - 25% reducing balance 7 PENTAGON PROTECTION PLC NOTES TO THE INTERIM REPORT For the six months ended 31 March 2003 2. ACCOUNTING POLICIES (continued) Stocks Stock and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving items. Leased assets Where assets are financed by leasing or hire purchase agreements, the assets are treated as if they had been purchased. The present value of the minimum lease payments payable during the lease term is capitalised as a tangible asset and the corresponding leasing commitment is included as a liability. Rentals payable are apportioned between interest which is charged to the profit and loss account, and capital which reduces the outstanding commitment. All other leases are treated as operating leases. Their annual rentals are charged to the profit and loss account on a straight line basis over the term of the lease. Pension contributions The company operates a defined contribution scheme for its employees. The funds of this scheme are administered by trustees and are separate from the company. All payments are charged to the profit and loss account as and when they arise. Deferred tax Provision is made in full for all taxation deferred in respect of timing differences that have originated but not reversed by the balance sheet date, except for timing differences arising on revaluations of fixed assets which are not intended to be sold and gains on disposals of fixed assets which will be rolled over into replacement assets. No provision is made for taxation on permanent differences. Deferred tax assets are recognised to the extent that it is more likely than not that they will be recovered. 3. TURNOVER The turnover for the period is attributable to the principal activities of the group. 4. LOSS PER SHARE The calculation of the loss per share is based on the loss for the period £(76,669) divided by the number of shares in issue after the combination of the group had taken place (54,166,668 ordinary 0.lp shares). 8 PENTAGON PROTECTION PLC NOTES TO THE INTERIM REPORT For the six months ended 31 March 2003 5. DEFERRED TAX ASSET The group is forecast to become profitable during the next financial year ending 30 September 2004. The extent to which the deferred tax asset will be recovered in the next financial year depends on the amount of taxable profits made. It is forecast that any remaining deferred tax will be recovered in the following year. 6. MOVEMENT IN RESERVES Merger Profit & loss Total reserve account £ £ £ Balance brought forward 191,950 (307,702) (115,752) Loss for the period - (76,669) (76,669) _______ _______ _______ 191,950 (384,371) (192,421) ======= ======= ======= 7. POST BALANCE SHEET EVENTS On 5 April 2003, Pentagon Protection Plc floated on the AIM raising £750,000 gross which after associated costs resulted in a net cash receipt of approximately £500,000. 25,000,000 ordinary O.lp shares were issued at a price of 3p as part of the flotation. £80,814 of the flotation costs are included as prepayments in these results. 8. COPIES OF THE INTERIM REPORT Copies of the interim report are available from the company's registered office at Pentagon House, Unit 4 Acton Park Estate, The Vale, Acton, London, W3 7QE. This information is provided by RNS The company news service from the London Stock Exchange
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