Final Results
Pentagon Protection PLC
30 March 2004
For Immediate Release 30 March 2004
PENTAGON PROTECTION PLC
FINAL RESULTS
Year Ended 30 September 2003
Successful Period of Development and Repositioning for Future Growth
Pentagon Protection plc ('Pentagon' or the 'Company), the manufacturer of
protective glazing products to the automotive, commercial and residential
sectors for safety and security, announces its maiden full year results since
going public on AIM in April 2003.
Financial Highlights
• £500,000 raised by way of a Placing at 3p on AIM.
• Acquisition of Filmtek Ltd and further Placing of shares in
November 2003 at 4.75p, raised £997,500, with deferred payments up to maximum
£1m payable over next 3 years subject to Filmtek's profits.
• Turnover of £1.17m (2002: £1.51m).
• Loss of £270,422 (2002: Pre-tax profit of £135,942).
• Basic and diluted (loss)/earnings per share (0.47p) (2002: 0.28p).
• Net assets £375,865 (liabilities £61,386).
• Cash £252,109 (2002: £20,148).
• Equity shareholders' funds of £375,865 (2002: £61,386 deficit).
• No dividend, in line with stated policy in prospectus.
• In year ended 30 April 2003, Filmtek had turnover of £2.2m and profit before
tax of £56,000, after a non-recurring payment of £225,000 to an employee
benefit trust.
Corporate Highlights
• Contract gains from leading OEM's (vehicle manufacturers: Volkswagen UK, Honda,
Peugeot, Mazda, Mercedes, Citroen).
• Filmtek appointed by Eurostar for film panels of glazing at Waterloo Station
and £390k project for protective film application to glass facade at Changi
Airport, Singapore.
• Strong order book at Filmtek
• Legislative drivers and increasing global demand for protective glass, driven
by urban criminal violence and terrorism.
• New Group Chief Executive.
• New products.
• Improvement in confidence of client companies.
• Significantly broader and stronger base for growth.
Prospects
Commenting on the outlook, David Thomas, Chairman said: 'We enter the current
year stronger and I and my Board view the future with confidence.'
Enquiries:
David Thomas, Chairman Pentagon Protection plc +44 (0) 20 8749 9749
Peter Binns Binns & Co PR Ltd +44 (0) 20 7786 9600
Louise Carpenter Seymour Pierce Limited +44 (0) 20 7107 8000
Chairman's statement
I am pleased to report that our first year as an AIM quoted company has been a
successful period of development and repositioning of the Group for future
growth.
Since flotation in April 2003, when £500,000 was raised by way of a placing,
representing 31.6% of the Group's enlarged issued share capital, the Board has
been focussed on restructuring the Pentagon Protection Group's activities to
solidify the strategic foundations of its future sustainable growth and reduce
its dependence on non-core activities.
In anticipation of a rapid growth in the global demand for glass protection of
any form, your Board resolved to accelerate the broad-based realisation of the
Group's strategic objectives and to invest in initiatives to deliver to its
mission of:
'Enhancing the performance of glass to make it safer and more secure for the
people of the world today'
As I write, the news is of the appalling Madrid terrorist attacks. When I first
invested in Pentagon as a private company in 2000, our objective was to deliver
a technology to successfully protect against smash and grab car theft - the bane
of British motorists' lives. While we are succeeding in this goal, your Company
has also grasped the nettle of a significantly greater and more valuable
challenge. That of protecting day-to-day people in their day-to-day lives from
any type of glass related injury.
It is a distressing and difficult reality that the ugliness of conflict in the
world today underpins the future of Pentagon Protection plc. Whether our
products help resist a car thief or protect from the collateral impact of a bomb
blast, these threats are of the spectrum of violence facing metropolitan
citizens around the world today.
Your Company's goal is to provide security and safety solutions for glass of any
kind. This means that our business today is the protection of collateral injury
or worse from shattered glass, also in the face of a new and much more lethal
threat. With your support and confidence as shareholders, the Board has acted on
this broadened mission and invested in initiatives to deliver it. The most
significant of these actions was the acquisition of Filmtek Limited, which was
completed in December 2003.
Filmtek, our first acquisition since flotation, is a leading specialist in the
advancement and installation of safety, security and solar window film on
buildings, in the UK and overseas. The acquisition was financed by a Placing of
21 million new ordinary shares at 4.75p, which raised £997,500 gross, and by the
issue of 15,789,474 new Ordinary Shares in Pentagon to the vendors. In addition,
deferred consideration of up to a maximum of £1 million may also be payable over
the next three years, depending on Filmtek's profits in the three years ended 30
April 2006, this to be satisfied by a combination of cash and new ordinary
shares in Pentagon. Filmtek has a strong order book, with a number of new
customers to add to its blue chip client base.
Parallel to this review, the Board became aware of an impending tightening of UK
restrictive legislation in regard to darker automotive tint films on the front
side windows of vehicles. Whilst Pentagon has always applied lighter tints as a
matter of policy, tints have formed a significant, albeit non-strategic segment
of our business. In light of anticipated developments curbing darker tints, your
Board took a policy decision in the middle of the year to suspend new domestic
franchisee recruitment until the market settled post legislation. This decision,
while ethically sound, has negatively impacted upon our financial performance.
Turnover was down to £1.17 million (2002 £1.51 million) and pre tax losses were
£270,000 as compared with a profit in 2002 of £136,000. The reduction in
profitability was primarily the result of an absence of sales of new domestic
franchises that in the previous year amounted to approximately £226,000. The net
assets of the Group were £376,000 as at 30 September 2003 compared to net
liabilities of £61,000 as at 30 September 2002. In addition, the Group had cash
of £252,109 (2002: £20,148) in its balance sheet and equity shareholders' funds
of £375,865 (2002: £61,386 deficit). The directors do not recommend payment of a
dividend, in line with the stated policy in the Prospectus.
As indicated, this performance reflects the conscious choice half way through
the year to suspend new domestic franchisee recruitment, invest in the
development of glazing safety, security and protection, and develop new markets
and opportunities to capitalise on our leadership in this value added area.
Specifically, beyond the acquisition of Filmtek, we also secured a contract with
Volkswagen UK to provide our proprietary protective SupaGlass technology on its
vehicles. In addition, we have continued to refine and optimise our proprietary
security/safety mark etching technology and finally we have undertaken intensive
negotiations to expand the group's interests internationally with specific focus
on the Middle East and Far East.
With these developments and with additional agreements with other OEMs (vehicle
manufacturers) negotiated since the period end, which include Honda, Peugeot,
Mazda and Mercedes, your Board is extremely confident that our revised
strategies will contribute to a robust future. We expect the Group's financial
performance to steadily improve as a result not only of the expansion of our
market into commercial buildings with the Filmtek acquisition, but also as a
result of the increasing interest in SupaGlass being demonstrated by automotive
manufacturers.
Business Review
Filmtek Limited
Filmtek will further the Group's aim of becoming a leading supplier of
protective glazing products across a significantly broader application base,
adding substantial flat glass expertise in relation to commercial and
residential buildings. In addition, the acquisition has strengthened your
Company's management team, including the appointment of Graham Bannerman,
Filmtek's founder and managing director, as Group Chief Executive Officer.
This has enabled Geoffrey Russell to become Group Technical Director from
Managing Director, focusing on R&D and worldwide licensing of our products. The
acquisition has significantly broadened the international market for Pentagon's
SupaGlass product and has added substantial flat-glass expertise to the
company's automotive glass skills.
To recap, Filmtek, which was founded in 1996, has grown to become a leading
specialist in the advancement and installation of security, safety and solar
window film, leading to the development of the Filmtek 'Anchoring Solution', a
proprietary technology for containing and anchoring glass which has particular
application in overhead glazed roofing.
Filmtek offers advice on the installation of bomb blast and solar control film
and provides solutions for upgrading existing glass through the retrospective
application of window films. The window films offered by Filmtek include bomb
blast/security film, solar control film, privacy film and combination films
offering protection from heat and glare and injury from broken glass.
In the year ended 30 April 2003, Filmtek had a turnover of £2.19 million and a
profit before tax of £56,000, after a non-recurring payment of £225,000 to an
employee benefit trust.
Filmtek has undertaken several major projects, both nationally and
internationally, particularly in the Far East and Middle East, for numerous
blue-chip clients, including HSBC, Bank of America, Marks & Spencer, Lloyds TSB,
Pilkington, Vodafone, the British Council, a number of Middle East based Groups
and various government departments. The company was appointed by Eurostar as the
main contractor to film panels of glazing at Waterloo Station and Filmtek
recently completed a £390,000 project involving the application of protective
film to the glass facade at Changi airport, Singapore. With a number of projects
already secured and investment in further client generation in place, this
component of your Group's business is well poised to grow substantially,
especially in the face of the new world threat of terrorism.
Automotive Market
Window Tinting Legislation
Whilst Pentagon has been at the forefront of supplying window tint products into
the market that are entirely safe for road use, demand in parts of the UK for
excessively dark tints has grown to such an extent that the Government was
recently forced to take action and introduce stringent new regulations.
Section 32 of the Construction and Use Regulations (part of the Road Traffic
Act) was changed by Parliament in February 2004 to include reference to window
tint films, the effect of which is to prevent the practice of applying tints to
the driver and forward passenger windows. This has had a significant effect on
demand for window tinting.
Although Pentagon and its franchisees have continued to develop the market for
SupaGlass, a high dependence on window tint business has existed historically,
necessitating a need to compensate for loss in demand through alternative
revenue generating activities. This formed a major part of Pentagon's new
initiative development during the course of the year under review.
In anticipation of these regulatory changes and as previously mentioned, your
Board also made the decision half way through the calendar year 2003 to curtail
its UK franchise recruitment programme (since uncertainty about future rule
changes made it difficult to ethically sell UK franchises until more was known
about the new rules). Pentagon switched the emphasis instead towards
international franchising which is proving very encouraging.
SupaGlass
The Directors are confident that the broad-based demand in the UK for automotive
security film, and therefore for our SupaGlass technology, is continuing to
grow. The impetus from Government sponsored initiatives to reduce vehicle crime
and increase vehicle safety has been fuelled by a number of specific discussions
on these issues within Parliament over recent months, especially given that
targets on reduction of vehicle crime, a significant proportion of which is
perpetrated through broken windows, have not been met. Thefts from vehicles are
a significant challenge which, given the evidence that SupaGlass style products
are an efficient means of reducing this type of crime, have attracted the
attention of the Home Office and the Department for Transport. Your Directors
have recently had detailed discussions with the Department for Transport and we
are now working in cooperation to create a new standard with SupaGlass as a
benchmark, to set the performance criteria for security films in order to meet
target reductions in car crime.
In addition, the Directors have been consolidating your Company's relationships
with the Fire Brigade, the Metropolitan Police, the Ambulance Service, and the
Ministry of Defence. Pentagon undertook preliminary pilot work with each of
these bodies in the course of last year so that the Company will be able to
enjoy the fruits of this work within the 2003/2004 fiscal year.
With vehicle safety, Government Health & Safety policies have compelled
employers to put more diligence into developing duties of care operations for
their employees on the road. For example, a recent article in Fleet News
highlights that companies now see Health & Safety as their No. 1 company
concern. It is anticipated that this will lead to increased Supaglass demand on
company vehicles, capitalising on the brands growing reputation in this area.
Importantly, SupaGlass has achieved accreditation to British Standards BS 209
Part 4a - Specification for Security Glazing for Passenger Cars. This came about
through extensive performance testing in conjunction with the UK's Glass &
Glazing Federation. In addition, as a result of extensive testing of SupaGlass
in collaboration with Thatcham Vehicle Security, the Fire Brigade, the Police
Scientific Development Branch and Mercedes UK, your Company is working with
Government on the development of a new, anti-theft DIN standard for vehicle
glazing. This development will further underpin SupaGlass's reputation in
critical stress performance areas and for application to a broader range of
vehicles.
Retail Automotive
The group continues to strengthen its leadership in the retail market behind the
Pentagon SupaGlass brands. We have further consolidated our exclusive
relationships with key dealer groups who will look to promote accessories as
additional revenue and profit opportunity over and above the vehicles
themselves.
Importantly, Pentagon's SupaGlass retail operation should benefit from broad
based independent endorsements of the brand's efficiency. For example, in
October 2003 Pentagon received the Institute of Transport Management's award for
outstanding contribution to the transport industry and we have enjoyed
acknowledgements for SupaGlass's safety and security performance in Fleet World
and What Car magazine.
Original Equipment Manufacturers Automotive
While interest in and demand for SupaGlass is growing across all key OEMs,
precipitated by our September 2003 Volkswagen contract, the sector has developed
at a slower than pace we were anticipating. What is clear, however, is that
interest with our OEM clients is now increasing.
We have recently successfully managed to agree the implementation details of
Pentagon's contract with the VW group, the first focus of which will be on VW
branded vehicles. In addition, the Citroen Xsara Enterprise vehicle contract,
which was discussed in my 2003 interim report, was also delayed. However,
Citroen has assured us that, due to the quality of Pentagon's performance on
this project, they are very keen to broaden their commercial relationship with
your Company. Honda is another recently acquired client that has appointed
Pentagon to implement a project for solar protection on its vehicle glass.
Although we had an original agreement with Honda for a start date of March 2003,
following personnel changes within the company this was delayed for a number of
months, but we have now commenced work on this project.
In addition, a groundbreaking agreement with Mercedes UK to offer SupaGlass on
all Mercedes vehicles through their dealer networks has also been recently
confirmed, after months of preparation. This work will begin in London,
Birmingham and Manchester during the current fiscal year. Work has also
commenced with Peugeot's van division and we have just received the go ahead
from Mazda to commence work on a range of their vehicles in the course of the
current financial year. Finally, as a result of extensive preparatory work
conducted in the year under review, your Company has recently begun supplying
SupaGlass to London Transport, the London Fire Brigade and the Ministry of
Defence.
International Franchises
In view of the policy decision to suspend pursuit of domestic franchise
recruitment, your Board shifted its focus in this area to international. Your
Company secured representation in Nigeria, Kuwait and Cyprus. We have also
commenced business in the UAE and discussions are well advanced for the
geographies of Greece and Italy.
New Initiatives
Pentagon Etchmark
To further consolidate the Group's leadership in the area of enhanced glass
security and safety, your Company has been developing its patented safety/
security mark etching technology for use by glass and glass-related industries
in the face of new legislation to control the standard of glass installed in
buildings. The UK Glass & Glazing Federation's recent FENSA (Fenestration
Self-Assessment Scheme) dictates that all new building glass is marked or etched
with proof of its compliance with pre-determined safety standards.
Pentagon has acquired the rights, developed the technology and registered four
patents for a revolutionary new vacuum-based glass etching system. Pentagon
Etchmark is significantly superior to messy traditional sandblast or unwieldy
chemical systems, is faster in etching application and delivers a superior
quality end-result. Importantly, its appeal also lies in its substantially safer
method of delivery, meeting many companies' more stringent Health & Safety
operational guidelines.
Proof of Pentagon Etchmark's potential has been established across the year in
close collaboration with the UK's leading glass and glazing manufacturers,
modifying the delivery technology to meet these prospective clients'
requirements. Encouraged by the resoundingly positive acceptance of Etchmark by
these client companies, your Company is proceeding to in-market testing of this
device with a major UK-based glass manufacturer.
In addition, Etchmark has strong potential in the automotive sector for security
etching, complementing Pentagon's portfolio of products and services in this
core sector.
Outlook
The time invested by your Board and its new and strengthened senior management
in this year has resulted in a significantly broader and stronger base for your
Company's growth.
In our two lead companies, Pentagon Glass Tech and Filmtek, we have clear
demonstration of product appeal both for SupaGlass and our other protection
technologies. The need for protection across glass of all types continues to
grow, driven by urban criminal violence and terrorism. We are investing too in
the expansion of our presence to the two potentially high growth geographies of
the Middle East and Far East.
We have also seen an improvement in the confidence of our client companies to
increase levels of business with us, resulting from further improvements and
performance accreditation of our technologies and from our client service
levels.
We enter the current year stronger and I and my Board view the future with
confidence.
David Thomas
Chairman
26 March 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the period ended 30 September 2003
2003 2002
£ £
Turnover 1,165,914 1,509,180
Cost of sales (354,100) (316,948)
________ ________
811,814 1,192,232
Gross profit
Selling and distribution costs (251,496) (260,551)
Administrative expenses (817,303) (749,982)
Other operating income 17,754 14,795
_________ _________
Operating (loss)/profit (239,231) 196,494
Interest receivable and similar income 988 268
Interest payable and similar charges (32,179) (60,820)
_________ _______
(Loss)/profit on ordinary activities before
taxation (270,422) 135,942
Tax on (loss)/profit on ordinary activities (111,500) 88,646
________ _______
(Loss)/profit on ordinary activities after
taxation (381,922) 224,588
Losses brought forward (307,702) (532,290)
________ ________
Losses carried forward £ (689,624) £ (307,702)
Basic and diluted (loss)/earnings per share (0.47p) 0.28p
Turnover and operating losses are derived entirely from continuing operations.
There are no recognised gains or losses, other than the loss for the financial year.
CONSOLIDATED BALANCE SHEET
As at 30 September 2003
2003 2002
£ £
Fixed assets
Tangible assets 161,808 176,559
______ ______
Current assets
Stocks 39,274 26,074
Debtors 388,734 390,157
Deferred tax asset - 118,000
Cash at bank and in hand 252,109 20,148
_______ _______
680,117 554,379
Creditors: Amounts falling due within one
year (413,105) (508,761)
________ ________
Net current assets 267,012 45,618
________ ________
Total assets less current liabilities 428,820 222,177
Creditors: Amounts falling due after more
than one year (52,955) (283,563)
than one year
_________ ________
£ 375,865 £ (61,386)
_________ _________
Capital and reserves
Called up share capital 89,167 54,166
Share premium account 784,172 -
Merger reserve 192,150 192,150
Profit and loss account (689,624) (307,702)
_________ ________
Equity shareholders' funds £ 375,865 £ (61,386)
_________ _________
CONSOLIDATED CASH FLOW STATEMENT
For the period ended 30 September 2003
2003 2002
£ £ £
Net cash (outflow)/inflow from
operating activities (340,211) 75,202
Returns on investments and
servicing of finance
Interest received 988 268
Interest paid (30,446) (22,567)
Interest element of finance lease
payments (1,733) (2,164)
_______ _______
Net cash outflow from returns on
investments and servicing of
finance (31,191) (24,463)
________ _______
(371,402) 50,739
Taxation
UK corporation tax paid (29,354) -
________ _______
(400,756) 50,739
Capital expenditure and financial
investment
Payments to acquire tangible fixed
assets (15,695) (5,111)
Receipts from sales of tangible
fixed assets 21,672 4,499
________ ________
Net cash inflow/(outflow) from
investing activities 5,977 (612)
_______ ________
Net (outflow)/inflow before
management of liquid resources and
financing (394,779) 50,127
Financing
Capital element of finance lease
rental payments (35,539) (32,166)
Loans repaid to financial
institutions (18,462) (18,461)
Net decrease in director's loan (155,423) (20,001)
New share issue 1,109,999 -
Flotation costs (290,826) -
Increase in factor finance 42,201 -
________ ________
Net cash inflow/(outflow) from
financing 651,950 (70,628)
_______ ________
Increase/(decrease) in cash £ 257,171 £(20,501)
_______ ________
NOTES
1. BASIS OF CONSOLIDATION
These financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost convention. On the 25th March
2003 Pentagon Protection Plc, which until that date had been a dormant company,
acquired all the shares in both Pentagon Glass Tech Limited and Pentagon Glass
Tech (Franchising) Limited, by way of a share for share transfer. The
shareholders in Pentagon Protection Plc immediately after the transaction were
the same as those in the two subsidiary companies immediately before the
transaction. This combination has been accounted for using merger accounting
rules and therefore includes the results of the group since 30 September 2002
which was the most recent financial year end of the two subsidiaries. The
comparative figures include the combined results for Pentagon Glass Tech Limited
and Pentagon Glass Tech (Franchising) Limited for the year ended 30 September
2002.
2. (LOSS)/EARNINGS PER SHARE
The calculations of (loss)/earnings per share are based on the following
(losses)/profits and numbers of shares:
Basic 2003 Diluted Basic 2002 Diluted
£ £ £ £
(Loss)/profit for
financial year (381,922) (381,922) 224,588 224,588
Weighted average number of shares:
For basic and
diluted(loss)/
earnings per share 81,495,627 81,495,627 79,166,860 79,166,860
3 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
2003 2002
Group Group
£ £
Net proceeds/value from share issues 819,173 -
(Loss)/profit for the financial year (381,922) 224,588
Shareholders' funds at 1 October 2002 (61,386) (285,974)
________ _______
Shareholders' funds at 30 September 2003 £ 375,865 £ (61,386)
4 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
2003 2002
£ £
Operating (loss)/profit (239,231) 196,494
Depreciation of tangible fixed assets 35,823 26,856
(Profit)/loss on disposal of tangible fixed
assets (1,863) 3,620
Decrease/(increase) in debtors 7,923 (136,290)
Decrease in creditors (129,663) (16,428)
(Increase)/decrease in stocks (13,200) 950
________ __________
Net cash (outflow)/inflow from operating
activities £ (340,211) £ 75,202
________ __________
5 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2003 2002
£ £
Increase/(decrease) in cash in the year
Cash movements relating to debt and lease
financing 257,171 (20,501)
167,223 70,628
_______ _______
Movement in net debt resulting from cash flows 424,394 50,127
Inception of new finance leases (25,186) (46,695)
________ _______
Change in net debt 399,208 3,432
Net debt at 1 October 2002 (410,110) (413,542)
________ ________
Net debt at 30 September 2003 £ (10,902) £ (410,110)
________ ________
6 ANNUAL REPORT
These results were approved by the Board on 26 March 2004. The financial
information in this statement does not constitute statutory accounts within the
meaning of section 240 of the Companies Act 1985.
Copies of the Company's annual report and accounts will be sent to shareholders
this week and will be available from the Company's registered office, Pentagon
House, Unit 4, Acton Park Estate, The Vale, London W3 7QE.
This information is provided by RNS
The company news service from the London Stock Exchange