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.