Final Results
Ninth Floor (The) PLC
15 November 2000
the ninth floor plc ('ninth floor' or 'the company')
Preliminary Results for the Year Ended 31 May 2000
Chairman's statement
Introduction
I am pleased to present my report for the year ended 31 May 2000, a year of
substantial change for the group.
Results and Dividends
Profits on ordinary activities before taxation were £664,000 (1999, loss of £
1,430,000). These results include the profit on the disposal of Assetprize
Limited (the holding company of Silver Shield Screens Limited) of £2,557,000
after a provision of £500,000 for unresolved differences on a net asset
warranty claim.
No dividend is recommended.
Trading Review
Current Operations
Swansea City RFC
The Football Club had a very successful year gaining promotion to Division 2
through winning The Division 3 Championship, the Club's first such trophy
since 1949. The Club saw an increase of 44 per cent in general commercial
income. However, overall income from ticket sales was considerably lower than
the previous year without the benefit of the previous seasons extended FA cup
run. Overall, turnover was therefore broadly constant at £2.095 million (1999
£2.042 million) and pre-tax losses were £1.282 million (1999 £1.152 million).
The Club continued to invest in its youth programme with several players
gaining international honours at under 15, under 16 and under 18 levels.
We continue to plan for our eventual move to a new stadium at Morfa. In
September 1999 it was announced that Swansea Rugby Club had agreed to join us
as tenants in the new stadium, which is being developed in conjunction with
Swansea Council. In March 2000 it was announced that a consortium of Miller
Developments and Ballast Wiltshire had won the tender to develop and construct
the new stadium together with its extensive enabling commercial development.
This consortium has now lodged a new planning application for the scheme with
Swansea Council with a target opening date for the new stadium of Summer 2002.
While this project has taken much longer than originally anticipated I do
believe that we are now able to plan our future with confidence.
The Club is currently in detailed negotiations with the Rugby Club and the
Council on the ownership and management structure of the new stadium. As
presently envisaged, the new developments will provide for a 25,000 all seated
stadium with 28 executive boxes and an executive restaurant seating
approximately 300 people. On the basis of current projections no external
finance by the Club is thought necessary for the new stadium, after taking
into account available grants, the sale of commercial sponsorship rights and
the proceeds from the disposal of our existing lease on the Vetch Field.
Farsight
The purchase of Farsight was completed in April 2000 a month prior to the year
end and consequently that company had a negligible effect on these results.
Since the acquisition considerable investment has taken place on two fronts:-
Firstly, we have invested in a new, state of the art control centre in
Peterborough. This will be completed within the next month and will then
provide one of the largest facilities of its kind within the UK; designed to
meet the highest professional standards of remote monitoring and security
surveillance.
Secondly, we have continued the development of Farsight's internet based
security surveillance software, e-surveillance. The company has been working
with a number of camera manufacturers including JVC to develop internet
protocol addressable, low cost cameras. These, when allied to high speed
internet connections offer the opportunity for lower cost, flexible solutions
to remote monitoring and surveillance problems. A number of field tests have
now been successfully conducted and negotiations are commencing with a number
of potential partners in the exploitation of this important know-how.
Discontinued Operations
In December 1999 we announced the disposal of Assetprize Limited and it's
subsidiary, Silver Shield Screens Limited to Kwik-Fit (GB) Limited for a total
consideration of £8 million, of which, £2 million was held in escrow against
possible warranty claims.
As part of this arrangement, a warranty on net assets was given to be
established by accounts prepared at the date of completion. To date and
despite our strenuous efforts, no agreement on this net asset value has been
established. Under the terms of the agreement, the matter has now been
referred to an independent accountant for determination. These accounts
contain a provision of £500,000 against the outcome of this determination,
which in the opinion of the Directors is sufficient to cover the likely
liability and our costs associated therewith.
The results for the period include a profit after interest payable of £223,000
on turnover of £6.1 million for Silver Shield Screens. As previously stated,
the disposal of Silver Shield Screens gave rise to a pre-tax profit of £
2,557,000 after the provision of £500,000 described above.
The Ninth Floor plc
As previously announced, in October 2000 the company de-listed from a full
listing on the London Stock Exchange and moved to the Alternative Investment
Market of the London Stock Exchange ('AIM'). This move was required to
facilitate the proposed separate AIM listing for Swansea AFC Limited.
Board Changes
As previously announced there have been a number of board changes during the
year, with myself, Carol Booth, Andy Bromley and Mike Creedon joining the
board and Keith Walker, Alan Montgomery and Ronnie Hamill departing.
Carol Booth has now moved to become Managing Director of Farsight, with Andy
Bromley, the founder of Farsight, moving to Chief Executive of Farsight to
focus on business development and consultancy.
As part of these arrangements Neil McClure became Chief Executive of the group
at the time I became part time Executive Chairman.
It is still our intention to appoint a further non-executive director to
replace Alan Montgomery and final interviews of short listed candidates are
proceeding.
Current Year
The outlook for the current year is very positive.
With the imminent commissioning of the new Farsight head office and
surveillance control centre together with the roll out of e-surveillance, I am
confident that the period of investment in re-structuring the business of
Farsight is nearly complete. We are now considering a number of possible
complementary acquisitions and strategic alliances and are in active
negotiations both at home and abroad.
Preparations for the flotation of Swansea City AFC on AIM are now complete,
subject to market conditions being suitable. The Club is benefiting from the
increased income which is payable to a Division 2 Club on centrally negotiated
media deals and has also seen a significant increase in season ticket sales.
Cash flow has also been substantially improved due to the receipt of advance
payments on the new three year league television deal and the receipt of
advance payments of the centrally negotiated media deals and has also seen a
significant increase in season ticket sales. Cash flow has been substantially
improved due to the receipt of advance payments on the new three year league
television deal and the receipt of advance payments on the centrally
negotiated internet deal. Thus, the company has not been required to support
the Club for the first half of the season. Support will be available in the
future, if required.
Future Strategy
As was reported in our interim results the aim is to build a group based upon
the provision of technology based solutions for building and property
management and maintenance operators. I believe that with e-surveillance we
have a flexible, cost effective solution to many business' remote monitoring
and surveillance problems. We are now working to exploit this world leading
technology, albeit restricted by the slow development of broadband services in
the UK as compared to both the US and the rest of Europe. We are now
considering a number of acquisition opportunities to broaden our technology
offering, and I am hopeful that we will conclude these negotiations in the new
year.
Conclusion
The last year has been very positive for the group. I believe that we now have
in place a team capable of implementing our strategy for the future so as to
deliver above average returns to shareholders. I would thank my colleagues and
our employees for their efforts in the past year and look forward to the
future with confidence.
Alan Wix
Chairman
Consolidated Profit and Loss Account for the Year Ended 31 May 2000
Notes 2000 1999
£000's £000's
Turnover
Continuing operations 2,155 2,042
Discontinued operations 6,073 9,157
8,228 11,199
Cost of Sales (2,913) (4,413)
Gross Profit 5,315 6,786
Net operating expenses (7,089) (7,892)
Exceptional net operating expenses (54) (125)
Total Net Operating Loss (7,143) (8,017)
Continuing operations (2,167) (1,743)
Discontinued operations 339 512
Total Operating Loss (1,828) (1,231)
Profit on disposal of subsidiary -
Discontinued operations 2,557 -
Interest payable and similar charges (120) (203)
Interest receivable 55 4
Profit/(loss) on ordinary activities before
taxation 664 (1,430)
Taxation (150) -
Profit/(loss) on ordinary activities after
taxation 514 (1,430)
Minority interests - -
Profit/(loss) for the financial year 514 (1,430)
Earnings/(loss) per ordinary share 2 1.16p (3.64p)
Fully diluted earnings/(loss) per ordinary share 2 1.12p (3.64p)
There is no material difference between the profit/(loss) on ordinary
activities before taxation and the profit/(loss) for the financial year as
stated above, and their historical cost equivalents.
The Company has taken advantage of exemptions under section 230 Companies Act
1985 not to publish its own profit and loss account for the period.
Statement of total recognised gains and losses for year eneded 31 May 2000
2000 1999
£ £000's
000's
Profit/(loss) for the financial year 514 (1,430)
Prior year adjustment - 232
Total gains/(losses) recognised since last annual report 514 (1,198)
Reconciliation of movements in shareholders' funds/(deficit)
2000 1999
£ £000's
000's
Profit/(loss) for the financial year 514 (1,430)
Proceeds of share capital issued 1,973 2,753
Expenses relating to share capital issued - (329)
Write back of goodwill previously written off to reserves 3,225 -
Net increase in shareholders' funds 5,712 994
Opening shareholders' funds/(deficit) 116 (878)
Closing shareholders' funds 5,828 116
Balance Sheets at 31 May 2000
2000 1999
£000's £000's
Fixed assets
Intangible assets 2,796 1,009
Tangible assets 1,453 1,965
Investments - -
4,249 2,974
Current assets
Stocks 24 367
Debtors 1,802 3,643
Cash at bank and in hand 1,842 130
3,670 4,140
Creditors: amounts falling due within one year (1,296) (6,080)
Net current assets/(liabilities) 2,374 (1,940)
Total asset less current liabilities 6,623 1,034
Creditors: amounts falling due after more
than one year (67) (170)
Accruals and deferred income (728) (748)
Net assets 5,828 116
Capital and reserves
Share capital 4,939 4,264
Share premium account 3,895 2,597
Profit and loss account - (deficit) (3,006) (6,745)
Equity shareholder's funds 5,828 116
Minority interests - -
5,828 116
consolidated cash flow statement for the year ended 31 May 2000
2000 1999
£000's £000's
Net cash outflow from operating
activities (3,489) (2,157)
Returns on investments and servicing of
finance
Interest received 55 4
Interest paid (120) (203)
(65) (199)
Taxation
United Kingdom corporation tax paid - -
Capital expenditure and financial Investment
Purchase of tangible fixed assets (98) (66)
Player registration fees (110) (10)
(208) (76)
Acquisition and disposals
Purchase of subsidiary (753)
Net cash acquired with subsidiary 20
Purchase of business - (836)
Disposal of subsidiary 5,461 -
Net overdraft disposed of with subsidiary 26 -
4,754 (836)
Net cash inflow/(outflow) before management
of liquid resources and financing 992 (3,268)
Financing
Repayment of loans (21) (67)
Issue of new share capital 82 2,753
Expenses of share issue - (329)
Issue/(repayment) of principal under finance leases (34)
59
Increase in invoice discounting facility 692 1,056
Net cash inflow from financing 812 3,380
Increase in cash in the year 1,804 112
Reconciliation of operating loss to net cash flow from operating activities
2000 1999
£000's £000's
Operating losses (1,828) (1,231)
Amortisation of intangible fixed assets 215 210
Depreciation of tangible fixed assets 69 215
(Profit)/loss on disposal of tangible fixed assets - 2
Decrease/(increase) in stocks 53 (69)
Decrease/(increase) in debtors 385 (378)
Decrease in creditors (2,363) (886)
Decrease in long term accruals and
deferred income (20) (20)
Net cash outflow from operating activities (3,489) (2,157)
Notes to the financial statements for the year ended 31 May 2000
1. Accounting policies
Basis of preparation
The accounts are prepared under the historical cost convention and in
accordance with applicable accounting standards. The accounts are in
compliance with the Companies Act 1985.
2. Earnings/(loss) per ordinary share
The calculation of earnings per share (EPS) on the net basis is based on the
profit/(loss) on ordinary activities after taxation, namely £514,000 (1999:
loss of £1,430,000) and on 44,123,153 10p ordinary shares (1999:39,308,337 10p
ordinary shares), being the weighted average number of ordinary shares in
issue and ranking for dividend during the year.
2000 1999
Weighted
Weighted Per average Per
average share number of share
number of amount Earnings shares amount
shares (pence) /(loss) 000's (pence)
000's £000's
Earning
£000's
Basic EPS 514 44,123 1.16 (1,430) 39,308 (3.64)
Effect of
dilutive
securities
Options - 1,930 (0.04) - - -
Diluted EPS 514 46,053 1.12 (1,430) 39,308 (3.64)
3. Financial Information
The financial information set out in this announcement does not constitute the
Company's statutory accounts for the year ended 31 May 2000 or for the year
ended 31 May 1999. The financial information for the year ended 31 May 1999 is
derived from the statutory accounts for that year which have been delivered to
the Registrar of Companies. The statutory accounts for the year ended 31 May
2000 will be sent to shareholders on 16 November 2000 and will be available
from the offices of the company from that date.