Interim Results - 6 Months to 30 November 1999

Ninth Floor (The) PLC 13 March 2000 THE NINTH FLOOR PLC CHAIRMAN'S STATEMENT - INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 NOVEMBER 1999 Introduction I am pleased to present my report for the six months ended 30 November 1999. Subsequent to this period we completed the sale of our principal subsidiary, Silver Shield Screens Limited to Kwik-Fit and consequently changed the Group name to The Ninth Floor plc. Results and Dividends Total operating loss for the period was £612,650 (1998 £839,210) on total Turnover of £6.3 million (1998 £5.0 million). Operating loss on continuing operations (excluding Silver Shield Screens) was £896,745 (1998 £883,615). No dividend is recommended. Trading Review Continuing Operations Operating Losses at Swansea City AFC were about level with last year at £567,603 albeit Turnover showed a significant increase from £856,000 to £978,000. We enjoyed record season ticket sales at the beginning of the season and in the last three months the club has challenged consistently for promotion, and at the time of writing is currently lying second in its division. Good progress is also being made with the development of a new stadium at Morfa and it is expected that a lead developer will be announced for the scheme before the end of March. We are now working with Swansea rugby club and Swansea Council on our plans for the stadium. Discontinued Operations Operating profits for the first six months at Silver Shield Screens were £408,516, substantially ahead of the £199,039 recorded for the equivalent period last year. This was largely the result of increased business accruing from the Lloyds Motor Underwriters Association contract won last year. However at the same time the company did experience significant downward pressure on prices especially from large insurance company customers. Because of substantial changes taking place in the roadside service industry with the AA, RAC, Green Flag and both our major competitors undergoing change of ownership in the last 12 months it was decided to exit this business, resulting in a sale to Kwik-Fit in January 2000. Future Strategy In the past we have sought to acquire interests in businesses where we believe we can improve performance through the introduction of more focused management and the investment of additional capital. In the case of Silver Shield Screens this produced a significant improvement in trading performance which was eventually reflected in the price paid by Kwik-Fit to acquire the business. With regard to Swansea City AFC, I believe that the benefits of this approach will be seen when we come to float the company later in the year, details of which will be found below. We consider it appropriate that we should now turn to faster growing developing marketplaces. We have now identified the area of technology-based solutions for building and property management and maintenance as being of immediate interest. With the current UK market for electronic security estimated at £1.4 billion, we are interested in developing a family of businesses that can offer building owners, managers and operators, high- technology solutions to issues of security and maintenance. The internet together with the development of wireless based applications is seen to be a major area of development for the future and we intend to build a leading presence in this marketplace. Acquisition I am pleased to report, as the first step in implementing our strategy, the conditional acquisition of Farsight Surveillance Technologies Limited together with a 60 per cent interest in its affiliated company, IO MM Software Limited. The total consideration for the acquisition of 100 per cent of Farsight and the 60 per cent of IO MM Software Limited is approximately £5.65 million of which £650,000 is payable in cash on completion and £5 million is to be satisfied by the issue of 6,200,000 ordinary shares of Ninth Floor plc, to be issued credited as fully paid. The vendors have undertaken not to sell any shares received as consideration for a minimum period of six months. The acquisition is conditional, inter alia, on 100 per cent acceptances by Farsight shareholders (over 90 per cent having accepted to date) and the admission to listing of the shares to be issued by Ninth Floor plc as consideration. Farsight, founded in Peterborough in 1996, is one of the UK's leading and fastest growing companies in the area of technology security consultancy and remote video monitoring. Together with its software development arm IO MM it has built a reputation for designing and maintaining high specification, digital remote monitoring systems for a wide range of clients including ICL, PowerGen, CAP Gemini, Mitac Computers Europe and NEC. More recently the company has been focusing on the development of a lower cost internet based remote surveillance and monitoring product under the name E- surveillance. It is expected that this will be launched within the next three months. In the year ended 30 June 1999 Farsight recorded a profit of £11,600 on Turnover of £445,000. Audited accounts for the six months ended 31 December 1999 show a pre-tax profit of £13,900 on Turnover of £377,000. The balance sheet at 31 December indicated a net deficiency of £140,000. Flotation of Swansea City AFC As previously announced we have decided to arrange for a separate flotation for Swansea City Football Club. Plans are now well advanced and I would anticipate a flotation on the AIM market to raise new money for club development, before the end of May 2000. This company will also include all rights and interests in the new Morfa Stadium project. Board Appointments and Resignations Given the fundamental change in the nature of our activities as detailed above, I believe it is appropriate to review the composition of our board of directors. Board Appointments I believe it is now appropriate that I should split the role of Chairman and Chief Executive, which I have held since our original flotation. Consequently I will revert to the role of full time Chief Executive. I am delighted to report the appointment of Alan Wix as our new executive Chairman. Alan brings with him extensive experience in the area of IT. Until August 1998, Alan was Managing Director of Core IT Services at Lloyds Bank TSB and subsequently he has founded his own consultancy business which is heavily involved in the planning and implementation of internet banking systems. Since April 1999, Alan has served as a Director of Answerthink Consulting Group based in Miami. Answerthink shares are quoted on Nasdaq and it is a leading provider of E-Business solutions to a wide range of large national and multinational clients. Andy Bromley, the founder and Managing Director of Farsight Surveillance will join the board on completion of the acquisition. Carol Booth will join the board as Commercial Director. Carol joined the Group at the time of our acquisition of Silver Shield Screens where she was General Manager. Subsequently she has worked in our head office as Project Manager and Assistant Company Secretary for the last two years. Carol will also become Company Secretary upon Ronnie Hamill's resignation at 31 May 2000. Board Resignations Keith Walker, the Managing Director of Silver Shield Screens left the board of directors on 14th January 2000 on completion of the sale of that business. Ronnie Hamill, Group Finance Director, has resigned with effect from 31 May 2000 to pursue other business interests. Alan Montgomery, who has served as a non-executive director since our original flotation in March 1996 will also leave the board on 31 May 2000. I would thank all three directors for their contribution in the past and would wish them well for the future. Announcements will be made shortly concerning the appointment of a new Group Finance Director and a new Non- Executive Director. The Future With the sale of Silver Shield Screens, the planned flotation of Swansea City AFC, the identification of a new strategic direction together with the acquisition of Farsight Surveillance and the appointment of new directors the transformation of the Company is complete. We intend to invest substantial funds in Farsight Surveillance and IO MM Software Limited in coming months both to upgrade existing monitoring facilities and to provide new facilities for the soon to be launched E- Surveillance product. Further development is required to bring this product to market but on the basis of working prototypes I am convinced that this will provide retailers, small businesses and home owners with a reliable cost effective solution to their security monitoring problems. We are now actively considering a number of other acquisitions that will fit alongside Farsight so that we can quickly achieve our ambition of being the leading provider of high- technology based solutions for property owners, managers and operators. THE NINTH FLOOR CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED 30 NOVEMBER 1999 Unaudited Unaudited Audited six months to six months to year to 30 November 30 November 31 May 1999 1998 1999 £ £ £ Total billings 10,297,424 9,170,277 19,325,059 _____________ _____________ __________ Turnover Continuing operations 978,881 856,281 2,042,532 Discontinued operations 5,342,722 4,192,118 9,156,815 ------------- ------------ ---------- Total Turnover 6,321,603 5,048,399 11,199,347 Cost of sales (2,529,706) (1,998,638) (4,413,278) ------------- ------------ ---------- Gross Profit 3,791,897 3,049,761 6,786,069 Net operating expenses (4,205,111) (3,815,939) (7,892,184) Exceptional net operating expenses (75,015) - (125,364) ----------- ------------ ---------- Total net operating expenses (4,280,126) (3,815,939) (8,017,548) ---------------------------------------- Continuing operations (896,745) (965,217) (1,743,579) Discontinued operations 408,516 199,039 512,096 ---------------------------------------- Total operating loss (488,229) (766,178) (1,231,479) Interest payable and similar charges (124,421) (73,873) (203,172) Interest receivable - 841 3,885 ----------- ------------ ---------- Loss on ordinary activities before taxation (612,650) (839,210) (1,430,766) Taxation - - - ----------- ------------ ---------- Loss on ordinary activities after taxation (612,650) (839,210) (1,430,766) Minority interests - - - ----------- ------------ ---------- Loss for the financial year (612,650) (839,210) (1,430,766) Loss per share (pence) - Basic EPS (0.14p) (0.22p) (0.36p) - Diluted EPS (0.14p) (0.22p) (0.36p) THE NINTH FLOOR CONSOLIDATED BALANCE SHEET AS AT 30 NOVEMBER 1999 Unaudited Unaudited Audited as at as at as at 30 November 30 November 31 May 1999 1998 1999 £ £ £ FIXED ASSETS Intangible assets 1,003,810 964,314 1,009,703 Tangible assets 1,970,777 1,888,230 1,964,510 ---------- ---------- ---------- 2,974,587 2,852,544 2,974,213 ---------- ---------- ---------- CURRENT ASSETS Stocks 389,497 342,753 366,907 Debtors 3,695,710 2,799,786 3,642,808 Cash at bank and in hand 29,153 - 129,607 ---------- ---------- ---------- 4,114,360 3,142,539 4,139,322 CREDITORS: Amounts falling due within one year (6,675,373) (4,971,436) (6,079,817) ---------- ---------- ---------- NET CURRENT LIABILITIES (2,561,013) (1,828,897) (1,940,495) ---------- ---------- ---------- TOTAL ASSETS LESS CURRENT LIABILITIES 413,574 1,023,647 1,033,718 CREDITORS:Amounts falling due after more than one year (173,196) (81,347) (170,857) Accruals and deferred income (737,404) (757,068) (747,237) ---------- ---------- ---------- NET (LIABILITIES)/ASSETS (497,026) 185,232 115,624 __________ __________ __________ CAPITAL AND RESERVES Share capital 4,263,762 3,963,762 4,263,762 Share premium account 2,597,494 2,607,244 2,597,494 Profit and loss account (7,358,282) (6,385,774) (6,745,632) ---------- ---------- ---------- Equity shareholders' (deficit)/funds (497,026) 185,232 115,624 Minority interests - - - ---------- ---------- ---------- (497,026) 185,232 115,624 __________ __________ __________ Notes on the interim report Basis of preparation The interim accounts were approved by the Board of Directors on 10 March 2000, and are neither audited nor reviewed by the auditors. They do not constitute the statutory accounts, but have been prepared on the basis of the accounting policies set out in the annual report for the year ended 31 May 1999. Information in respect of the year ended 31 May 1999 is derived from the group's statutory accounts for the year which have been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain any statement under sections 237(2) and 237(3) of the Companies Acts 1985. Loss per ordinary share The calculation of basic loss per share is based on a loss of £612,650 (November 1998: £839,210; May 1999: £1,430,766 and a weighted average number of shares of 426,376,190. (Nov 1998: 379,821,826; May 1999: 393,083,365). For diluted loss per share, the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. During the period ended 30 November 1999 the company had no dilutive potential ordinary shares on account of the share options granted carrying performance criteria relating to future periods. Copies of this statement are being sent to all shareholders of the company and are also available at the Company's Registered Office.
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