Final Results

Newmark Security PLC 14 September 2005 NEWMARK SECURITY PLC ('NEWMARK' OR THE 'COMPANY') FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2005 CHAIRMAN'S STATEMENT Overview The year under review has seen the acquisition of Custom Micro Products Limited ('CMP') as detailed below. During the year the Group disposed of its subsidiary company, Newmark Onroerend Goed SA, a property holding company in Belgium. Since the year end, NSP Europe Limited ('NSP') has been sold and Concept Hardware and Security Solutions Limited ('Concept') has been closed. We had been hopeful that both of these businesses would grow over the last two years to eliminate the trading losses that they had been incurring. However, as these levels of activity have still not been achieved, the decision was made to dispose of these two operations and eliminate the losses that were still being incurred. The results of these two businesses are included within discontinued operations for the year under review. Acquisitions and share issues The Group acquired the entire issued share capital of CMP, for a total consideration of £2.725 million (before costs and interest discount adjustment). Further details are included in note 23 to the financial statements. The initial consideration of £800,000 was satisfied by cash on completion, with two tranches of deferred consideration of £1.4 million and £525,000 respectively, the latter payable on the basis of the profit before tax for the year ending 30 April 2005. In order to part fund the acquisition of CMP, the Group raised an additional £1,700,000 (before expenses) through a placing of 136,000,000 ordinary shares at 1.25p per share. Financial results The operating profit for the year was £414,000 (2004: loss £523,000). The operating profit for the year for continuing operations before exceptional items and goodwill amortisation was £1,519,000 (2004: £935,000), both figures exclude the operating losses of £734,000 and £1,160,000 from the discontinued businesses. Turnover for the year for continuing operations was £12.3 million (2004: £8.7 million). The main commercial factors affecting the results of the divisions are set out below. Electronic Division Turnover £6,682,000 (2004: £4,032,000) Operating profit £1,350,000 (2004: £828,000) The combined access control operation comprising Grosvenor and Newmark Technology was ahead of plan for the year. CMP's sales for the ten months from date of acquisition were £2.5 million for the period under review. The previously anticipated major end-user sales opportunities did not materialise and, as a result, profits were lower than the projected level. Sales of Siteguard Access (manufactured by Tyco under license from Grosvenor) remain strong and a new training initiative by Grosvenor has directly targeted the ADT branch network. This will endorse the position of the Siteguard product within the Tyco/ADT portfolio and should increase sales where some branches have yet to be converted to the product. Grosvenor continues to develop its core product, JANUS access control, and has released a new software module to allow generic CCTV control and integration. The product will be further developed to include multiple CCTV systems within the same JANUS platform and is due for release early next year. Also being developed is an Enterprise edition where multiple JANUS access systems can have their personnel administration managed from a single database source. We have developed and released a brand new high-end access control product, N-TEC Access ('N-TEC'). A distribution deal with Simplex and Thorn International has already been agreed, where N-TEC will be interfaced directly to their fire systems and sold exclusively throughout the Middle East, Africa and Russia ('MEAR'). The product was launched in July 2005 in Abu Dhabi, UAE, and Amman in Jordan. MEAR is a brand new territory for the company with orders already being processed. N-TEC, being unique to Newmark Technology will run side by side with the third party C.Cure business and provides a new opportunity to revitalise sales which will be entirely under the company's own control. The combined sales of Newmark and Grosvenor remain on-plan for the current year and are expected to remain so for the remainder of the period. The underlying business trends remain strong, particularly for Grosvenor, with a continuing steady volume of core business. Other contracts, some of which have been delayed from last year, are being sought and due to be placed in the coming period and include a major bank looking to upgrade its entire security infrastructure, defence companies and government facilities. CMP is a leader in the UK market for Time & Attendance ('T&A') terminals and associated peripheral equipment, including access control and shop floor data collection equipment. The company has well established sales channel alliances in the UK, USA and Europe and is a UK sales channel for T&A software. CMP is set to benefit from synergies with Grosvenor Technology, where mutual cooperation is enhancing the Group's access control and T&A offering, particularly into new export markets. Recent promising discussions with new potential partners in the UK suggest that an additional share of the UK T&A market is available and CMP is diligently pursuing these prospects. CMP is also taking steps to secure and enhance it's presence in the US market, through opening an additional sales channel. CMP maintains a UK based product development and production capability and is seeking to reinforce its current position in the T&A marketplace, whilst looking to exploit its capabilities to broaden its product base and take full advantage of its strong market position. Asset Protection Division Turnover £5,666,000 (2004: £4,694,000) Operating profit £787,000 (2004: £720,000) Safetell's trading throughout the year was broadly in line with plan with the major benefit of a single programme of work for Abbey through the summer of 2004 to achieve revenue growth of 21 per cent over the previous period. However, that large programme was at lower than usual margin. The new maintenance work for HBoS that was started in March 2004 and the revised tender/contract for The Post Office were also at lower than normal margin. These two factors on the product mix depressed the overall gross margin by 4.2 per cent compared to the previous year. Overheads were controlled to the essentials required to manage the additional business level, resulting in a rise in operating profit of 9 per cent compared to last year. The Eclipse rising screen programmes were maintained with long-term customers in retail finance and petrol retailing. For the first time, the value of reconfiguration/refurbishment works for Eclipse exceeded the value of new installations. Both CounterShield and Eye2Eye were successful during the year with increases in revenue compared to the previous year of 21 per cent and 488 per cent respectively. The new customers for these products have been mainly Police Authorities and this market opportunity is being pursued vigorously with other forces. The demand for RollerCash and BiDi Safe cash handling equipment is dependent on the roll-out programmes of established customers. Order intake from The Post Office for a specific programme was very high in the later months of the year but during June 2005 this project was put on hold with only one third of the originally expected value completed. New interest in this product range is being expressed by both historical and new retail finance customers who are tending towards an open plan format requiring secure cash management at the work station. The development of the new product ('CashCycler') by the OEM supplier has been severely delayed by technical problems and the first unit has only just been made available in July 2005. Much testing and training will be required before this product will generate any significant volume. Changes to the premises of service providers to comply with the Disability Discrimination Act in October 2004 continue to fuel demand from public bodies to make reasonable adjustments to their service areas. Police authorities, public train and bus ticketing organisations, central and local governments are proving to be a good source of work for all forms of screens as the best defence against violence in the front office/reception areas. The service and maintenance business continues to increase pro-rata to the installed base of primary equipments. During the year new contracts were won to maintain all screen systems for a number of clients, irrespective of the screen OEM. The early months of the current year are affected by the delayed Post Office contract works and performance will be below plan in the first half year. The prospects for the second half are more difficult to predict but the level of outstanding quotations and orders is promising and a number of excellent prospects for major roll-out programmes offer good grounds for growth. Balance sheet and cash flow The balance sheet varies significantly from last year with the acquisition of CMP. Goodwill on the acquisition has been calculated as set out in Note 23 to the accounts, and other creditors include the deferred element of the purchase consideration which will be paid in September 2005. Cash balances include £1.2 million held as security for the deferred payment. Working capital at April 2005 was affected by some shipping delays on major contracts with Safetell which had a significant impact on stock holding at the year end, although this was offset by advance payments from those customers, which are included in accruals and deferred income. Trade debtors were also high at the year end with large sales volumes in CMP in April. With the shares issued in the year to finance the acquisition of CMP, shareholders funds increased from £1.4 million to £3.3 million. Net cash flow from operating activities increased from £0.3 million to £0.8 million. With the disposal of the property in Belgium, net capital expenditure was minimal. Employees The Board wishes to thank all employees on their contribution during the year. Summary The results for the year have obviously been severely affected by the ongoing losses in NSP and Concept. These activities have now been terminated and all remaining businesses are profitable, although the results for the current year will include the trading losses for the three months to termination and the losses on termination of the businesses. The Company has made an encouraging start to the new financial year which will be mainly reflected in the second half, experiencing a high level of interest in its products and services, particularly within Grosvenor Technology, with a number of new contracts with major companies in advanced stages of discussion. M DWEK Chairman 14 September 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 30 April 2005 2005 2005 2005 2004 Before goodwill and Goodwill and Total Total exceptional exceptional £000 £000 items items £000 £000 Turnover Continuing operations 9,804 9,804 8,726 Acquisitions 2,544 2,544 Discontinued operations 1,286 1,286 1,858 13,634 13,634 10,584 Cost of Sales (8,150) (8,150) ( 6,479) Gross profit 5,484 5,484 4,105 Administrative expenses pre amortisation of goodwill and exceptional items (4,699) (4,699) (4,163) Amortisation of goodwill (371) (371) (298) Termination costs (167) Administrative expenses - total (4,699) (371) (5,070) (4,628) Operating profit/(loss) Continuing operations 1,107 (298) 809 637 Acquisitions 412 (73) 339 Discontinued operations (734) (734) (1,160) 785 (371) 414 (523) Loss on disposal/closure of subsidiary/business (13) (13) (1,133) Profit/(loss) on ordinary activities before interest 785 (384) 401 (1,656) Interest receivable 52 52 15 Interest discount charge on deferred consideration (275) (275) (179) Interest payable (139) (139) (51) Profit/(loss) on ordinary activities before taxation 423 (384) 39 (1,871) Tax on profit/(loss) on ordinary activities (106) (106) (146) Profit/(loss) on ordinary activities after taxation 317 (384) (67) (2,017) Minority interest (27) Profit/(loss) for the financial year 317 (384) (67) (2,044) Dividends Amount transferred to/ (withdrawn) from reserves 317 (384) (67) (2,044) pence pence Earnings/(loss) per share basic and diluted -p (1.0p) before goodwill amortisation, interest discount, losses of discontinued operations and exceptional items 0.3p 0.3p BALANCE SHEETS As at 30 April 2005 Group Group Company Company 2005 2004 2005 2004 £000 £000 £000 £000 Fixed assets Intangible assets 6,820 5,287 Tangible assets 803 903 5 11 Investments 16,573 15,187 7,623 6,190 16,578 15,198 Current assets Stocks 1,664 893 Debtors: amounts falling due within one year 2,968 1,974 31 66 Debtors: amounts falling due after more than one year 625 1,242 2,968 1,974 656 1,308 Cash at bank and in hand 3,205 1,522 1,200 104 7,837 4,389 1,856 1,412 Creditors: amounts falling due within one year (6,467) (2,911) (11,936) (9,747) Net current asset/(liabilities) 1,370 1,478 (10,080) (8,335) Total assets less current liabilities 8,993 7,668 6,498 6,863 Creditors: amounts falling due after more than one year (5,488) (5,741) (4,431) (4,102) Provisions for liabilities and charges (185) (201) 3,320 1,726 2,067 2,761 Capital and reserves Called up share capital 3,617 2,131 3,617 2,131 Share premium 432 432 Merger reserve 801 801 801 801 Profit and loss reserve (1,593) (1,506) (2,783) (171) Equity shareholders' funds 3,257 1,426 2,067 2,761 Minority interests 63 300 3,320 1,726 2,067 2,761 The financial statements were approved by the Board of Directors on 14 September 2005 and were signed on its behalf by: M DWEK Chairman B BEECRAFT Finance Director CONSOLIDATED CASH FLOW STATEMENT For the year ended 30 April 2005 2005 2004 £000 £000 Net cash inflow from operating activities 786 252 Returns on investments and servicing of finance Interest received 52 15 Interest paid (139) (51) Net cash outflow from returns on investments and servicing of finance (87) (36) Taxation (404) Capital expenditure and financial investment Purchase of tangible fixed assets (277) (235) Receipts from sale of tangible fixed assets 247 30 Net cash outflow from capital expenditure and financial investment (30) (205) Acquisitions Purchase of subsidiary undertakings (918) Net cash acquired on purchase of subsidiary undertakings 563 Net cash outflow from acquisitions (355) Disposals Costs related to sale of subsidiary undertaking, and business and trading assets (189) Cash disposed of with business (1) Net cash outflow from disposals (190) Net cash outflow before financing (90) (179) Financing New finance loans 329 1,100 Repayment of loans (209) (176) 120 924 Share issues less expenses paid 1,643 Net cash inflow from financing 1,763 924 Increase in cash 1,673 745 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 30 April 2005 2005 2004 £000 £000 Loss for the financial year (67) (2,044) Exchange difference on translation of net assets and results of subsidiary undertakings (20) 123 Total recognised gains and losses relating to the year (87) (1,921) RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS For the year ended 30 April 2005 2005 2004 £000 £000 GROUP Loss for the financial year (67) (2,044) New share capital subscribed (net of issue costs) 1,918 17 Exchange difference on translation of net assets and results (20) 123 of subsidiary undertakings Net increase in/(reduction) to shareholders' funds 1,831 (1,904) Opening shareholders' funds 1,426 3,330 Closing shareholders' funds 3,257 1,426 COMPANY Loss for the financial year (2,612) (785) New share capital subscribed (net of issue costs) 1,918 17 Reduction to shareholders' funds (694) (768) Opening shareholders' funds 2,761 3,529 Closing shareholders' funds 2,067 2,761 Earnings/(loss) per share The calculation of the basic earnings/(loss) per ordinary share is based on a loss of £67,000 (2004: loss £2,044,000) and the weighted average number of shares in issue during the year of 329,241,000 (2004: 212,747,204). For every £1 of loan note issued, the loan note holder receives a warrant entitling the loan note holder to 50 ordinary shares of 1p each on exercise of the warrant. The options in issue have no dilutive effect. The basic earnings/(loss) per share before goodwill amortisation, interest discount, losses of discontinued operations and exceptional items has also been presented since, in the opinion of the directors, this provides shareholders with a more appropriate measure of earnings derived from the Group's businesses. It can be reconciled to basic earnings/(loss) per share as follows: 2005 2004 pence pence Basic earnings/(loss) per share (pence) (1.0) Goodwill amortisation 0.1 0.2 Discount charge on deferred consideration 0.1 0.1 Losses of discontinued operations (after tax) 0.1 0.5 Exceptional items 0.5 Earnings per share before goodwill amortisation, interest discount, losses of discontinued operations and exceptional items 0.3 0.3 £000 £000 Reconciliation of earnings Earnings/(loss) used for calculation of basic earnings/(loss) per share (67) (2,044) Goodwill amortisation 371 298 Discount charge on deferred consideration 275 179 Losses of discontinued operations (after tax) 548 972 Exceptional items 13 1,133 Earnings/(loss) before goodwill amortisation, interest discount, losses of discontinued operations and exceptional items 1,140 538 Basis of preparation The financial information set out above does not constitute the Group's statutory accounts, within the meaning of Section 240 of the Companies Act 1985, for the year ended 30 April 2005 or 2004, but is derived from those accounts. Statutory accounts for the year ended 30 April 2004 have been filed with the Registrar of Companies. The statutory accounts for 2005 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. When published, the Company's Annual Report and Accounts will be sent to shareholders and will be made available to the public at the Company's registered office, 57 Grosvenor Street, London W1K 3JA. The financial information has been prepared on a basis consistent with the accounting policies disclosed in the Group's 2004 Report and Accounts. Dividend No dividend has been proposed in respect of the year. Enquiries: Maurice Dwek, Chairman, Newmark Security PLC 020 7355 0070 Brian Beecraft, Finance Director, Newmark Security PLC Mark Percy / Jeremy Porter, Seymour Pierce Limited 020 7107 8000 This information is provided by RNS The company news service from the London Stock Exchange
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