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