Interim Results

Newmark Security PLC 30 January 2004 NEWMARK SECURITY PLC INTERIM RESULTS for the six months ended 31 October 2003 CHAIRMAN'S STATEMENT RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2003 The Group made an operating profit from continuing operations of £132,000 before amortisation of goodwill for the six months ended 31 October 2003 (2002 loss: £175,000 before £67,000 amortisation of goodwill). The results for the period include Grosvenor Technology Limited ('Grosvenor') for the six months whilst the comparative figures include only a month and a half for the period since acquisition. The amounts included within discontinued operations in the period relate to Drion which, as reported in the annual accounts, was sold at the end of October. The postponement of an export contract, the inability to make a breakthrough in the commercial sector and a reduction in margins had meant that the business had been making substantial losses for the last two years. ASSET PROTECTION DIVISION Safetell Limited achieved 44% sales growth compared to the same period last year and 4% ahead of plan. The product mix was concentrated in traditional core products. The newer products showed growth of 33% over last year and are being broadened into new client areas, especially the police. The higher volumes resulted in efficiency savings and improved margin. New maintenance work is being won for both rising screens and related security business although the effects of the new contracts will not be seen until the next financial year. The Post Office RollerCash contract call-off rate is increasing steadily in line with the client's modernisation programme. SECURE LOCKING DIVISION The translation of enthusiasm into orders for the new portfolio of products of Newmark Security Products ('NSP') has been slower than anticipated. We are close to agreeing significant purchase commitments with some new customers but these are unlikely to have any meaningful impact until the new financial year. ELECTRONIC DIVISION Grosvenor has been trading broadly in line with expectations since acquisition. The integration of Grosvenor and Newmark Technology is complete. Grosvenor has launched its latest version of JANUS (3.10) which includes greater functionality and integration to other third party systems, and Grosvenor and Newmark have completed their own integration with their respective products, JANUS access control and Par-Sec asset management. This is a unique combination from a single product/single source supplier and offers the market place easy entry into this emerging product type. Both companies are currently negotiating large repeat contracts, some of which will take advantage of the new integration of these products. The Tyco branded product, Siteguard Access Control, as developed by Grosvenor for manufacturing under licence by Tyco Electronic Product Group will be released to Tyco for their manufacture during the next few months. The new version will be distributed by Tyco to the ADT Security branch network in the UK. The functionality and integration of JANUS and Par-Sec will be mirrored in this Siteguard release for Tyco. The development of NSP Access for NSP is undergoing final testing and will be released to the market during February 2004. The product will initially be released in Spanish and French languages for direct sales into Europe via the NSP distributors. NSP are to provide support and marketing resources to their distributors for this entire product range. BALANCE SHEET There has been a significant change in the balance sheet with the sale of Drion in the period. CONCLUSION The sale of Drion has eliminated the large drain on the Groups' resources caused by the trading losses of that company. Grosvenor has been trading in line with our expectations, whilst Safetell has again been performing ahead of plan. Turnover of NSP has been disappointing but we believe that the continuing discussions on purchase commitments from new customers will lead to the company becoming profitable. Apart from the organic growth of existing businesses, we continue to look for complementary businesses which satisfy our acquisition criteria. We are proposing to perform a capital restructuring which will cancel the existing deferred shares and share premium account, and subsequently allow reserves to be available which will permit the possible payment of dividends in future years. A circular relating to a proposed extraordinary general meeting to confirm this should be circulated shortly. Maurice Dwek Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT for the six months ended 31 October 2003 Notes Unaudited Unaudited Unaudited Audited Unaudited six Six Six Year Six months ended months ended months ended months ended 31 October 31 October 31 October ended 30 April 2002 2003 2003 31 October 2003 Before Goodwill 2003 goodwill and and exceptional Total Total Total exceptional items £'000 £'000 £'000 items £'000 £'000 TURNOVER Continuing operations 4,950 - 4,950 7,089 2,940 Discontinued operations 752 - 752 1,304 793 ------ ------- ------- ------- ------ 5,702 - 5,702 8,393 3,733 ------ ------- ------- ------- ------ Cost of sales (3,511) - (3,511) (5,720) (2,455) Gross profit 2,191 - 2,191 2,67 31,278 ------ ------- ------- ------- ------ Administrative expenses (2,374) - (2,374) (3,932) (1,638) Amortisation of goodwill - (15) (151) (1,093) (99) ------ ------- ------- ------- ------ Administrative expenses-total (2,374) (151) (2,525) (5,025) (1,737) ------ ------- ------- ------- ------ OPERATING PROFIT/(LOSS) Continuing operations 132 (151) (19) (667) (242) Discontinued operations (315) - (315) (1,685) (217) ------ ------- ------- ------- ------ (183) (151) (334) (2,352) (459) ------ ------- ------- ------- ------ Loss on disposal of subsidiary/business - (753) (753) (373) (247) ------ ------- ------- ------- ------ LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST AND TAXATION (183) (904) (1,087) (2,725) (706) Interest (payable)/receivable (6) - (6) 33 31 Interest-disco unt charge on deferred consideration (89) - (89) (106) - ------ ------- ------- ------- ------ LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (278) (904) (1,182) (2,798) (675) ------ ------- ------- ------- ------ Tax on ordinary activities 2 - - - - - ------ ------- ------- ------- ------ LOSS FOR THE YEAR AFTER TAX (278) (904) (1,182) 2,798) (675) Minority interest - - - 78 91 ------ ------- ------- ------- ------ (278) (904) (1,182) (2,720) (584) ------ ------- ------- ------- ------ Pence Pence Pence Pence Pence Loss per share (0.1p) (0.5p) (0.6p) (1.6p) (0.4p) Earnings/(loss) per share before amortisation of goodwill, losses of discontinued operations, loss on disposal of subsidiary/business and discount charge on deferred consideration 6 0.1p - 0.1p (0.5p ) (0.1p ) CONSOLIDATED BALANCE SHEET as at 31 October 2003 Notes Unaudited Audited Unaudited 31 October 30 April 31 October 2003 2003 2002 £'000 £'000 £'000 FIXED ASSETS Intangible assets 5,434 5,585 7,411 Tangible assets 955 1,844 1,618 ------ ------ ------ 6,389 7,429 9,029 ------- ------ ------- CURRENT ASSETS Stocks 848 1,239 1,082 Debtors 2,228 2,389 2,838 Cash at bank and in hand 930 806 2,576 ------- ------ ------- 4,006 4,434 6,496 CREDITORS: amounts falling due within one year (3,843) (4,706) (5,545) ------ ------- ------- NET CURRENT ASSETS/(LIABIL ITIES) 163 (272) 951 ------- ------- ------- TOTAL ASSETS LESS CURRENT LIABILITIES 6,552 7,157 9,980 CREDITORS: amounts falling due after more than one year (3,868) (3,263) (3,940) Provisions for liabilities and charges (209) (217) (225) ------ ------- ------ NET ASSETS 2,475 3,677 5,815 ------ ------ ------ CAPITAL AND RESERVES Called up share capital 3 6,978 6,963 6,916 Share premium 5,151 5,151 5,180 Merger reserve 801 801 613 Profit and loss reserve 4 (10,788) (9,585) (7,305) ------- ------ ------- EQUITY SHAREHOLDERS' FUNDS 2,142 3,330 5,404 Minority interest 5 333 347 411 ------- ------ ------- 2,475 3,677 5,815 ------- ------ ------- NOTES TO THE ACCOUNTS 1. BASIS OF ACCOUNTS The unaudited results for the six months ended 31 October 2003 have been prepared on a basis consistent with the accounting policies disclosed in the Group's 2003 Report and Accounts, and do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The results for the year ended 30 April 2003 are an abridged version of the full accounts, which received an unqualified audit report and have been filed with the Registrar of Companies. 2. TAXATION Tax is disproportionate to the result due to the non-availability of tax relief on the overseas losses for the period. 3. SHARE CAPITAL £'000 At 1 May 2003 6,963 Shares issued in the period 15 -------- At 31 October 2003 6,978 -------- 4. RESERVES Profit and loss Merger Total other reserve reserve reserve £'000 £'000 £'000 At 1 May 2003 (9,585) 801 (8,784) Retained loss for the period (1,182) - (1,182) Exchange adjustment (21) - (21) ------- ------- ------- As at 31 October 2003 (10,788) 801 (9,987) ------- ------- ------- 5. MINORITY INTEREST £'000 At 1 May 2003 347 Minority interests purchased back in period (14) At 31 October 2003 333 6. EARNINGS/LOSS) PER SHARE Pence per share £'000 Loss after taxation and minority (0.6) (1,182) interest Amortisation of goodwill and exceptional 0.7 1,308 items ------- ------- 0.1 126 The loss per share has been calculated based on the weighted average number of shares in issue during the period, which was 212,305,266 shares (2002: 135,474,431). 7. DIVIDENDS No interim dividend is proposed (2002: Nil). 8. A copy of the interim report has been sent to shareholders and is available for inspection at the Company's registered office, Suite 3, 23 Bruton Street, London W1J 6QF, during normal office hours, Saturdays, Sundays and bank holidays excepted, for 14 days from today. This information is provided by RNS The company news service from the London Stock Exchange
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