Final Results

NEWMARK TECHNOLOGY GROUP PLC 30 September 1999 CHAIRMAN'S STATEMENT Overview I am pleased to report another year of achievement for the twelve months ended 30 April 1999. The highlight of the period was the acquisition of Ateliers Drion S.A. in April 1999. Drion is a natural extension of the business of the Group and the acquisition will provide entry into the Belgian market, significantly increasing our European presence. In my report last year, I stated that the Group was well positioned for further organic expansion, and ready to take advantage of opportunities arising from the restructuring and consolidation of the European security industry. I retain this belief, and the Drion acquisition was the next step on this path. There have been other major developments including the acquisition of the remaining 50% of the Intellectual Property Rights to Parsec which, I believe, will prove a very beneficial step for the Group in the future. Financial results and developments Profits before taxation were £502,000 compared to £49,000 in the preceding year, arising on turnover of £8.0million (1998: £4.3million). The results for the year under review include a two week contribution from Drion, plus a full year's profits from Vema compared to five and a half months in last year's results. Profits before taxation for the year of £502,000 demonstrate a strong second half performance. This has in part been due to seasonal and other fluctuations and the pattern is likely to re-occur this year, with a significantly greater amount expected to be earned in the second half rather than the first six months. As I made clear in my interim report, the results of Newmark Technology in the first half were affected by the reliability of goods from suppliers and delays in the final stages of major development programmes, which we outsource. Major progress has been made in these areas during the year, in particular the problem with regard to the supply of goods has now been overcome. Drion is an established business specialising in the production and installation of physical and electronic security equipment. Historically, the sales base has been blue chip customers in Belgium, but the company is now expanding into other markets. Two major contracts have already been completed in Algeria and other developments in new markets are anticipated. The Board believes that Drion will achieve the expectations we held at the time of the acquisition. However, due to the current restructuring within the banking industry in Belgium, the level of business is anticipated to be much higher in the second half of the year. Vema's performance has been in line with the budgets we prepared at the time when it was acquired. I referred in the interim report to the problems that Vema had encountered in the first six months with the availability of goods from suppliers, and the subsequent impact on our ability to despatch goods to our customers. This backlog was substantially overcome in the second half of the year. In accordance with new Financial Reporting Standard 10, goodwill arising on the acquisition of Drion has been capitalised as an intangible asset and will be amortised over its useful life. The Group has adopted the transitional arrangement allowed by FRS 10 in that goodwill on acquisitions made in previous years remains eliminated against reserves. As discussed above, the Group balance sheet has been affected by both the higher levels of sales in the second half of the year, which in turn has had a major impact on the level of debtors and creditors, and the acquisition of Drion. Similarly, cash flow reflects the increased debtors and creditors as well as the cost of the acquisition of Drion and associated debt. Debtors and creditors have reverted to normal levels since the year end. The cash flow also reflects the payment of an outstanding tax liability dating from the time of the acquisition of Vema, as well as the monthly payments on account of corporation tax which are standard practice in the Netherlands. In the year there has been major expenditure on new computerised accounting and management information systems in both Newmark and Vema. This has improved the timeliness, detail and accuracy of information to the Board. The Board does not believe that it would be prudent to declare a dividend for the year, but, assuming that the budgets for the current year are achieved, the Board will review this policy. Board changes, employees and shareholders Meeuwis Veldhoen resigned from the Board of the Company as well as from the position of managing director of Vema on 30 September 1999, in accordance with our plan at the time of acquiring the company. Meeuwis established Vema in 1977 and built the company to a dominant position in the Dutch market place. He has subsequently helped with its integration into the Group, and the participation of Vema in joint projects with Newmark, and more recently Drion. His enthusiasm and contribution both at Group level and within Vema will be missed, and I should like to publicly express the thanks of your Board for all his efforts and to pass on our best wishes for the future. Meeuwis has agreed to continue to work on a consultancy basis in the future. He has been replaced as managing director at Vema by Jan Dekker. Jan started his career in the fields of research and product development, and subsequently held senior management positions in marketing and sales. More recently he was the managing director of three subsidiaries of Tyco International Limited (USA), with responsibilities including the merger of those businesses. The number of employees in the Group has continued to grow and I extend a warm welcome to the staff at Drion. I would also like to thank all the staff for their continued efforts on behalf of the Company and to greet our new shareholders. The future The Board believes that the Group will now build upon the solid foundations that have been established over the last two years and we will continue to grow both organically and by acquisition. We are confident of making progress in all divisions with further significant growth anticipated for the year. The development of a group with a major presence in the European security market remains our intention, and we will continue to seek acquisitions which meet our criteria and enhance the Group's offering to our customers and increase shareholder value. NEWMARK TECHNOLOGY GROUP PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 1999 CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 30 April 1999 Year ended Year ended Period Period 30 April 30 April 25 March 25 March 1999 1999 1997 to 1997 to £000 £000 30 April 30 April 1998 1998 £000 £000 Turnover Continuing operations 7,729 4,259 Acquisitions 276 - ________ ________ 8,005 4,259 Cost of sales (4,647) (2,510) ________ ________ Gross profit 3,358 1,749 Administrative expenses (2,760) (1,695) Operating profit Continuing operations 527 54 Acquisitions 71 - ________ ________ _______ ________ 598 54 Interest payable (96) (5) ________ ________ Profit on ordinary 502 49 activities before taxation Tax on ordinary (282) (153) activities ________ ________ Amount transferred 220 (104) to/(withdrawn from) ======== ======== reserves Pence Pence Earnings per share 0.3p (0.2)p BALANCE SHEETS As at 30 APRIL 1999 Group Group Company Company 1999 1998 1999 1998 £000 £000 £000 £000 Fixed Assets Intangible assets 1,693 257 - - Tangible assets 1,300 425 - - Investments - - 7,652 7,590 ________ _______ _______ _______ 2,993 682 7,652 7,590 ________ _______ _______ _______ Current Assets Stocks 1,316 705 - - Debtors 3,417 1,538 3,449 1,039 Cash at bank and in hand 912 63 - 3 ________ _______ _______ _______ 5,645 2,306 3,449 1,042 Creditors:amounts falling due within one year (3,519) (1,874) (44) (149) ________ _______ _______ _______ Net current assets 2,126 432 3,405 893 ________ _______ _______ _______ Total assets less current liabilities 5,119 1,114 11,057 8,483 Creditors:amounts falling due after more than one (1,825) (439) - - year Provisions for liabilities and charges (143) - - - ________ _______ _______ _______ Net assets 3,151 675 11,057 8,483 ======== ======= ======= ======= Capital and reserves Called up share capital 5,510 3,677 5,510 3,677 Share premium 5,051 4,531 5,051 4,531 Profit and loss reserve (7,410) (109) 496 275 Other reserves - (7,424) - - ________ _______ _______ _______ Equity shareholders' 3,151 675 11,057 8,483 funds ======== ======= ======= ======= CONSOLIDATED CASH FLOW STATEMENT For the year ended 30 April 1999 Year ended Period 30 April 1999 25 March £000 1997 to 30 April 1998 £000 Net cash inflow /(outflow) from operating 379 (46) activities __________ _________ Returns on investments and servicing of finance Interest paid (96) (5) __________ _________ Net cash inflow/(outflow) from returns on investments and servicing of finance (96) (5) __________ _________ Taxation (729) - __________ _________ Capital expenditure and financial investment Purchase of tangible fixed assets (143) (75) Purchase of intangible fixed assets (184) (157) Sale of tangible fixed assets - 19 __________ _________ (327) (213) __________ _________ Acquisitions Purchase of subsidiary undertakings (1,746) (1,313) Costs related to prior year acquisitions (77) - Net cash/(debt) on purchase of subsidiary 900 (732) undertakings __________ _________ Net cash outflow from acquisitions (923) (2,045) __________ _________ Financing Loans to partly finance acquisition of 583 - subsidiary undertakings Repayment of secured loans (34) - __________ _________ 549 - Issue of shares 1,850 2,380 Expenses paid in connection with share (97) (549) issues __________ _________ Net cash inflow from financing 2,302 1,831 __________ _________ Increase/(decrease) in cash 606 (478) ========== ========= 1. No dividend is proposed. 2. The above results for the year ended 30 April 1999 have been abridged from the full Group accounts for that period which will be delivered to the Registrar of Companies shortly. 3. The financial information contained in this announcement as regards the Group does not constitute statutory accounts for the period within the meaning of Section 240 of the Companies Act 1985. 4. The calculation of earnings per ordinary share is based on a profit for the year after tax of £220,000 (1998:loss£104,000) and the weighted average number of shares in issue during the year of 78,624,067 (1998: 50,833,378). Enquiries: B Leech, Shandwick Consultants Ltd Tel: 0171 329 0096
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