London Security plc
Annual Report and Accounts 2013
CHAIRMAN'S STATEMENT
FINANCIAL HIGHLIGHTS
Financial highlights of the audited results for the year ended 31 December 2013 compared with the year ended 31 December 2012 are as follows:
· revenue of £101.4 million (2012: £94.1 million);
· operating profit before depreciation and amortisation of £24.1 million (2012: £23.0 million);
· operating profit of £20.0 million (2012: £19.4 million); and
· profit after income tax of £13.7 million (2012: £19.0 million).
TRADING REVIEW
The financial highlights illustrate that the Group's revenue increased by £7.3 million (7.8%) to £101.4 million. However, these results are impacted by the movement in the Euro to Sterling average exchange rate which has decreased from 1.23 to 1.18. This movement in exchange rates accounts for £3.2 million of the increase in revenue. If the 2013 results had been translated at 2012 rates, revenue would have been £98.2 million instead of £101.4 million (increase of 4.4% on prior year). Turnover also reflects additional revenue of £3.5 million from new subsidiaries Noris Feuerschutzgerate G.m.b.H. and GC Fire Protection Ltd.
Operating profit increased by £0.6 million (3.1%) to £20.0 million. Adjusting for the change in the exchange rate on the same basis as above, operating profit would have been £19.3 million instead of £19.4 million (decrease of 0.5%). This performance is very satisfactory in this difficult trading environment and reflects the negative contribution from our new subsidiaries in their first year.
Last year profit after tax included the sale of part the Group's site in Elland, West Yorkshire. The profit on sale was £5.9 million. After adjusting for this profit after tax has increased by £0.6 million (4.6%).
A more detailed review of this year's performance is given in the Annual Report and Accounts.
ACQUISITIONS
It remains a principal aim of the Group to grow through acquisition. Acquisitions are being sought throughout Europe and the Group will invest at prices where an adequate return is envisaged by the Board. In the year under review the Group has consolidated its presence, particularly in Austria and the UK with the acquisition of Noris Feuerschutzgerate G.m.b.H. and the acquisition of contracts on incorporation of GC Fire Protection Ltd.
MANAGEMENT AND STAFF
2013 was a year in which the staff performed well and, on your behalf, I would like to express thanks and appreciation for their contribution.
FINANCING
The Group's borrowings were refinanced in May 2013 and the Group has a new £19.7 million facility with Lloyds Bank plc until 2018. The Group has entered into interest rate agreements fixing LIBOR to 1.05% and EURIBOR to 0.84% plus a margin of between 1.10% and 1.25% to take advantage of the low market interest rates prevailing at the time. The agreements took effect from May 2013 and remain in effect until the loans are repaid in 2018.
DIVIDENDS
A final dividend in respect of 2012 of £0.38 per ordinary share was paid to shareholders on 8 July 2013.
An interim dividend in respect of 2013 of £0.38 per ordinary share was paid to shareholders on 12 December 2013.
The Board is recommending the payment of a final dividend in respect of 2013 of £0.31 per ordinary share to be paid on 8 July 2014 to shareholders on the register on 13 June 2014. The shares will be marked ex-dividend on 11 June 2014.
FUTURE PROSPECTS
Economic growth in the Group's market has been depressed in 2013 but our business remains strong, cash generative and well developed, with positive net funds. Despite signs of a slow recovery, our market reflects reduced customer confidence and consequent reluctance to invest in our products. However, as a leading provider in this market with a well-diversified and loyal customer base, the Board is optimistic for further success in 2014.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held at 10 Bruton Street, 5th Floor, London W1J 6PX on 18 June 2014 at 11 am. You will find enclosed a form of proxy for use at that Meeting which you are requested to complete and return in accordance with the instructions on the form. Your Directors look forward to meeting you at that time.
J.G. Murray
Chairman
7 May 2014
Consolidated income statement
for the year ended 31 December 2013
|
|
2013 |
2012 |
|
Note |
£'000 |
£'000 |
Revenue |
|
101,362 |
94,128 |
Cost of sales |
|
(19,785) |
(18,164) |
Gross profit |
|
81,577 |
75,964 |
Distribution costs |
|
(37,894) |
(35,268) |
Administrative expenses |
|
(23,729) |
(21,267) |
Operating profit |
|
19,954 |
19,429 |
EBITDA* |
|
24,059 |
23,041 |
Depreciation and amortisation |
|
(4,105) |
(3,612) |
Operating profit |
|
19,954 |
19,429 |
Profit on disposal of fixed assets |
|
- |
5,928 |
Finance income |
|
377 |
221 |
Finance costs |
|
(475) |
(465) |
Finance costs - net |
|
(98) |
(244) |
Profit before income tax |
|
19,856 |
25,113 |
Income tax expense |
|
(6,148) |
(6,115) |
Profit for the year attributable to equity shareholders of the Company |
|
13,708 |
18,998 |
Earnings per share |
|
|
|
Basic and diluted |
1 |
111.8p |
154.9p |
* Earnings before interest, tax, depreciation and amortisation.
Consolidated statement of comprehensive income
for the year ended 31 December 2013
|
|
2013 |
2012 |
|
|
£'000 |
£'000 |
Profit for the financial year |
|
13,708 |
18,998 |
Other comprehensive income: |
|
|
|
Items that will not be reclassified subsequently to profit or loss |
|
|
|
- currency translation differences on foreign currency net investments, net of tax |
|
331 |
(507) |
- actuarial loss recognised in the Nu-Swift pension scheme |
|
(72) |
(26) |
- movement on deferred tax relating to Nu-Swift pension scheme surplus |
|
(485) |
- |
- Nu-Swift pension surplus recognised/(not recognised) due to uncertainty over future recoverability |
|
1,794 |
(573) |
- actuarial loss recognised in the Ansul pension scheme |
|
(381) |
(465) |
- movement on deferred tax relating to Ansul pension scheme deficit |
|
166 |
180 |
Other comprehensive gain/(loss) for the year, net of tax |
|
1,353 |
(1,391) |
Total comprehensive income for the year |
|
15,061 |
17,607 |
Consolidated statement of changes in equity
for the year ended 31 December 2013
|
|
|
|
|
|
Profit |
|
|
Share |
Share |
Capital |
Merger |
Other |
and loss |
|
|
capital |
premium |
redemption |
reserve |
reserve |
account |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 1 January 2012 |
123 |
344 |
1 |
2,033 |
5,889 |
57,648 |
66,038 |
Total comprehensive income for the year |
|
|
|
|
|
|
|
Profit for the financial period |
- |
- |
- |
- |
- |
18,998 |
18,998 |
Other comprehensive income: |
|
|
|
|
|
|
|
- exchange adjustments |
- |
- |
- |
- |
(507) |
- |
(507) |
- actuarial loss on pension scheme |
- |
- |
- |
- |
- |
(491) |
(491) |
- movement on deferred tax relating |
- |
- |
- |
- |
- |
180 |
180 |
- movement in net pension asset not recognised due to uncertainty over future recoverability |
- |
- |
- |
- |
- |
(573) |
(573) |
Total comprehensive (expense)/income for the year |
- |
- |
- |
- |
(507) |
18,114 |
17,607 |
Contributions by and distributions to owners of the Company: |
|
|
|
|
|
|
|
- dividends |
- |
- |
- |
- |
- |
(6,621) |
(6,621) |
- purchase of own shares |
- |
- |
- |
- |
- |
(5) |
(5) |
Total contributions by and distributions |
- |
- |
- |
- |
- |
(6,626) |
(6,626) |
At 1 January 2013 |
123 |
344 |
1 |
2,033 |
5,382 |
69,136 |
77,019 |
Total comprehensive income for the year |
|
|
|
|
|
|
|
Profit for the financial period |
- |
- |
- |
- |
- |
13,708 |
13,708 |
Other comprehensive income: |
|
|
|
|
|
|
|
- exchange adjustments |
- |
- |
- |
- |
331 |
- |
331 |
- actuarial loss on pension schemes |
- |
- |
- |
- |
- |
(453) |
(453) |
- net movement on deferred tax relating |
- |
- |
- |
- |
- |
(319) |
(319) |
- brought forward pension surplus recognised |
- |
- |
- |
- |
- |
1,794 |
1,794 |
Total comprehensive income for the year |
- |
- |
- |
- |
331 |
14,730 |
15,061 |
Contributions by and distributions to owners of the Company: |
|
|
|
|
|
|
|
- dividends |
- |
- |
- |
- |
- |
(9,319) |
(9,319) |
- release of provision for unclaimed dividends |
- |
- |
- |
- |
- |
50 |
50 |
Total contributions by and distributions |
- |
- |
- |
- |
- |
(9,269) |
(9,269) |
At 31 December 2013 |
123 |
344 |
1 |
2,033 |
5,713 |
74,597 |
82,811 |
The merger reserve is not a distributable reserve. The other reserve relates entirely to the effects of changes in foreign currency exchange rates.
Consolidated statement of financial position
as at 31 December 2013
|
|
2013 |
2012 |
|
|
£'000 |
£'000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
|
9,973 |
9,511 |
Intangible assets |
|
58,325 |
54,455 |
Deferred tax asset |
|
632 |
488 |
Retirement benefit surplus |
|
2,424 |
- |
Derivative financial instruments |
|
92 |
- |
|
|
71,446 |
64,454 |
Current assets |
|
|
|
Inventories |
|
8,826 |
9,123 |
Trade and other receivables |
|
21,153 |
18,512 |
Cash and cash equivalents |
|
20,565 |
17,861 |
|
|
50,544 |
45,496 |
Total assets |
|
121,990 |
109,950 |
Liabilities |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
|
(16,992) |
(15,767) |
Income tax liabilities |
|
(866) |
(65) |
Borrowings |
|
(1,878) |
(15,060) |
Derivative financial instruments |
|
- |
(99) |
Provision for liabilities and charges |
|
(4) |
(4) |
|
|
(19,740) |
(30,995) |
Non-current liabilities |
|
|
|
Trade and other payables |
|
(509) |
(427) |
Borrowings |
|
(16,261) |
- |
Deferred tax liabilities |
|
(991) |
(333) |
Retirement benefit obligations |
|
(1,678) |
(1,176) |
|
|
(19,439) |
(1,936) |
Total liabilities |
|
(39,179) |
(32,931) |
Net assets |
|
82,811 |
77,019 |
Shareholders' equity |
|
|
|
Ordinary shares |
|
123 |
123 |
Share premium |
|
344 |
344 |
Capital redemption reserve |
|
1 |
1 |
Merger reserve |
|
2,033 |
2,033 |
Other reserves |
|
5,713 |
5,382 |
Retained earnings |
|
74,597 |
69,136 |
Total shareholders' equity |
|
82,811 |
77,019 |
Consolidated statement of cash flow
for the year ended 31 December 2013
|
|
2013 |
2012 |
|
|
£'000 |
£'000 |
Cash flows from operating activities |
|
|
|
Cash generated from operations |
|
22,913 |
20,621 |
Interest paid |
|
(418) |
(419) |
Income tax paid |
|
(5,625) |
(7,051) |
Net cash generated from operating activities |
|
16,870 |
13,151 |
Cash flows from investing activities |
|
|
|
Acquisition of subsidiary undertakings (net of cash acquired) |
|
(3,002) |
(1,226) |
Purchases of property, plant and equipment |
|
(2,537) |
(5,402) |
Proceeds from sale of property, plant and equipment |
|
275 |
7,146 |
Proceeds from sale of intangible assets |
|
33 |
1 |
Purchases of intangible assets |
|
(2,575) |
(1,162) |
Interest received |
|
96 |
217 |
Net cash used in investing activities |
|
(7,710) |
(426) |
Cash flows from financing activities |
|
|
|
Repayments of borrowings |
|
(16,610) |
(10,658) |
New borrowings |
|
19,675 |
- |
Associated loan arrangement fees |
|
(488) |
- |
Purchase of own shares |
|
- |
(5) |
Dividends paid to Company's shareholders |
|
(9,319) |
(6,621) |
Net cash used in financing activities |
|
(6,742) |
(17,284) |
Effects of exchange rates on cash and cash equivalents |
|
286 |
(623) |
Net increase/(decrease) in cash in the year |
|
2,704 |
(5,182) |
Cash and cash equivalents at beginning of the year |
|
17,861 |
23,043 |
Cash and cash equivalents at end of the year |
|
20,565 |
17,861 |
Notes to the financial statements
for the year ended 31 December 2013
1 Earnings per share
The calculation of basic earnings per ordinary share ("EPS") is based on the profit on ordinary activities after taxation of £13,708,000 (2012: £18,998,000) and on 12,261,477 (2012: 12,261,486) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
For diluted EPS, the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. There was no difference in the weighted average number of shares used for the calculation of basic and diluted earnings per share as there are no potentially dilutive shares outstanding.
|
2013 |
2012 |
||
|
£'000 |
Pence |
£'000 |
Pence |
Profit on ordinary activities after taxation |
13,708 |
111.8 |
18,998 |
154.9 |
2 This preliminary announcement does not constitute the Company's statutory accounts within the meaning of Section 434 of the Companies Act 2006.
The results for the year ended 31 December 2013 have been extracted from the full accounts of the Group for that year which received an unqualified auditor's report and which have not yet been delivered to the Registrar of Companies. The financial information for the year ended 31 December 2012 is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The report of the auditor on those filed accounts was unqualified. The accounts for the year ended 31 December 2013 and 31 December 2012 did not contain a statement under s498 (1) to (4) of the of the Companies Act 2006 or under s237(1) to (4) of the Companies Act 1985.
This preliminary announcement has been prepared in accordance with International Financial Reporting Standards. The Group will post its annual report and accounts to shareholders on 16 May 2014. A copy of the annual report and accounts can be found on the company's webpage (www.londonsecurity.org).
Enquiries: London Security plc
Richard Pollard
Company Secretary Tel: 01422 372852
WH Ireland Limited
Andrew Kitchingman Tel: 0113 394 6600