Final Results
Newmark Security PLC
24 July 2006
NEWMARK SECURITY PLC
FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2006
CHAIRMAN'S STATEMENT
Overview
The year has been a period of restructuring and consolidation. We sold NSP
Europe Limited and closed down Concept Hardware & Security Solutions Limited,
our two loss making businesses. The remaining businesses have all continued to
be profitable. Results were lower than anticipated at the beginning of the year
due to three major factors:
(i) the delay by the customer of one major contract for Grosvenor Technology
Limited. However the business has not been lost and indeed is expected to start
within the next few months. Provided that it occurs this will generate a
substantial increase in sales and profits in the current financial year,
(ii) the cancellation by the Post Office of the Horizon project within Safetell
Limited to install RollerCash machines and Flip Top Tills, and
(iii) the fall in sales to our US distributor by Custom Micro Products Limited
during the first six months of the year following the high level of turnover in
the last few months of the preceding year. Sales in the second half of the year
returned to historical levels and this has been maintained in the current year.
As a consequence of the above, turnover for the year from continuing businesses
was £11,839k compared to £12,348k, a fall of 4.1 per cent. Gross margin for the
year from continuing operations was £4,764k (40.2 per cent of sales) compared to
£5,281k (42.8 per cent). Within the Electronic sector, the costs of the
development and support teams are included within cost of sales. This represents
a fixed cost to those companies and therefore their margins vary with the level
of sales. This has had an impact in the year in CMP for the reason explained
above. Gross margin within Safetell was also lower in the year for the reasons
set out in the asset protection division review below.
Administrative expenses were tightly controlled in the year increasing slightly
from £3,762k to £3,799k for continuing businesses before amortisation of
goodwill. After a small increase in the amortisation of goodwill, operating
profits from continuing operations fell from £1,148k to £572k..
Loss per share is shown in the profit and loss account as 0.11p (2005: Nil).
However, the earnings per share before goodwill amortisation, interest discount
adjustment, losses of discontinued operations and exceptional items are 0.22p
(2005: 0.3p) as calculated in note 7 to the accounts.
As a consequence of the fall in turnover, turnover per employee fell slightly
from £100,390 to £99,487.
Both CMP and Safetell are the leaders in their particular markets whilst
Grosvenor is a major force at the upper price end of the access control market.
There were no environmental issues having a major impact on the Group in the
year, although the directives on the use of leaded components did create some
additional work within CMP.
The Group continues to invest in research and development which will benefit the
results in the medium to long term. Costs relating to research and development
are expensed as incurred.
The Disability Discrimination Act will, we believe, have an increasing impact on
the needs of some of our customers when the requirements are realized more
fully, and this would benefit Safetell in particular.
The Group net assets have reduced in the year from £3.3 million to £3.0 million
but will be strengthened in the current year with the expiry of the loan notes
which will result in 50 per cent of the loan notes being converted into shares.
All the loan notes are currently shown in creditors: amounts falling due within
one year.
Working capital does vary month by month due to the timing and amounts of some
of the types of contracts that we are involved in, particularly within Safetell.
During the year the deferred element of the purchase consideration for the
acquisition of CMP was paid.
In the current financial year, the earn out period related to the deferred
consideration for Grosvenor Technology expires and the vendors of the business
receive loan notes as explained in note 14 to the accounts. We believe that the
maximum amount under the earnout will be payable. As a consequence of this the
discount charge on deferred consideration will reduce substantially in the
current year.
A detailed review of their activities, results and future developments is set
out in the divisional results below.
Share issues
Shares were issued to Arbury Inc., in the year as compensation for the change of
Mr M Dwek from executive to non-executive chairman at a significantly lower cost
to the company from 1 November 2005, (as detailed in note 24 to the accounts),
and for the management fee in respect of his services for September and October
2005.
Financial results
The operating profit for the year was £362,000 (2005: £414,000).
The operating profit for the year for continuing operations before goodwill
amortisation was £965,000 (2005: £1,519,000), both figures exclude the operating
losses of £210,000 and £734,000 from the discontinued businesses.
Turnover for the year for continuing operations was £11.8 million (2005: £12.3
million). The main commercial factors affecting the results of the divisions are
set out below.
Electronic Division
Turnover £6,407,000 (2005: £6,682,000)
Operating profit £988,000 (2005: £1,350,000)
Turnover in Grosvenor for the year was similar to last year. We had anticipated
a substantial increase in the year but one major contract was delayed by the
customer and should now fall into the current financial year.
We also anticipate other major contracts for both existing and new customers for
shipment some time in 2007. Our products have been approved by the customer but
in view of the complexity and size of the contracts, the timing is difficult to
predict.
JANUS and Siteguard versions 4.0 have been released and offer greater
compatibility with third party systems such as Simplex, MX, American Dynamics
and Bosch. This version also includes additional features related to the
Disability Discrimination Act.
The Siteguard product, which is developed exclusively for Tyco, is now able to
integrate directly with the Tyco Intellex CCTV product as well as the Tyco MX
Fire Panel system and this should increase sales to the ADT branch network and
open new possibilities for Siteguard where existing Intellex or MX systems
require a new access control system.
Newmark Technology Limited sales fell in the year with a decrease in the sales
of the third party access control system C-Cure due to increased competition
from other distributors of the product.
However the N-TEC access control system, for which Newmark has an exclusive
agreement with Simplex Fire, is starting to take off in the Middle East. Some
sizable contracts are being gained and the first major sale was invoiced in
April 2006. Sales are set to grow as this is the only access control product
that Simplex is distributing in the Middle East, Africa and Russia.
A software interface between N-TEC and the Simplex 4100U fire panel was launched
at the Intersec Security Exhibition in Dubai in February 2006 and the Simplex
conference in Cairo in May 2006.
United States UL approvals are being sought for N-TEC and phase 1 should be
completed by the first quarter 2007. This will allow the system to be sold into
those Middle East countries that require UL and eventually directly into the
United States.
Newmark has recently announced that it has formed an agreement with HID Global
where, from 1 July 2006, the company has become a distributor and technical
resource for their Indala brand in the UK. Indala was the first company to
attain commercial success applying RFID technology to access control systems and
are employed in a myriad of private and public sector organizations in
corporate, education, healthcare and government. The current Indala annual
turnover in the UK is approaching £1 million. Newmark has acted as sub-agent for
the product for many years and consequently already has a detailed knowledge of
the company and its products. Newmark will be one of seven distributors.
The Par-Sec RFID asset protection system is being re-developed to accommodate
European frequency regulations. A new reader will be available by early 2007 and
will connect to a suitable system such as JANUS, Siteguard or N-TEC via
Ethernet. The new reader will not require an access control unit to interface as
it will communicate directly with the main system via a TCP/IP network thus
saving money for the customer and making it easier to install.
As stated above, the sales of CMP were lower in the year due to an exceptionally
high volume of sales to our US distributor towards the end of the previous
financial year. The uplift in orders from that source in the second half of the
year under review has been maintained in the current year to date.
The increased presence of products from the Far East has also created pressure
on margins. The Waste Electrical and Electronic Equipment Directive has placed
restraints on the use of leaded components which has made some components
obsolete and caused the need for redesign work on existing products.
Existing products have been re-evaluated and are being re-developed to minimize
manual assembly and reduce costs wherever possible. The RS range (Revised
Series) will be launched at the end of this year and offer manufacture cost
savings of 20/25 per cent on some products. We will also build into the redesign
as standard, where possible, the ability to connect via Ethernet thus improving
the product whilst at the same time reducing costs.
Asset Protection Division
Turnover £5,432,000 (2005: £5,666,000)
Operating profit £490,000 (2005: £787,000)
Safetell's financial year was characterised by a large number of smaller
projects with no single, major programme of work. Although total sales were
£234k lower than the previous year, compound sales growth has been 8 per cent
per annum since April 2003.
Various Eclipse rising screen programmes were maintained with long-term
customers in retail finance, petrol retailing and some police forces. The value
of reconfiguration/refurbishment works for Eclipse again exceeded the value of
new installations with some significant work to provide new counters to Abbey in
line with the re-branding by Santander.
The number of CounterShield installations increased by 17 per cent to 48 in the
year but average values decreased so that revenues increased by only 7 per cent
compared to last year. Eye2Eye sales were disappointing in both numbers and
values but each installation was for a new customer with all having the
potential for significant repeat business in 2006-07. Police Authorities, Local
Authorities and Rail Operating Companies remain the market focus for these
products.
Sales to Post Office of RollerCash and BiDi Safe were much lower than planned
due to the cancellation of the Horizon project and, towards the end of the year,
by restrictions on Government funding for Post Office restructuring.
Nevertheless, sales of cash handling equipment increased by 48 per cent compared
to the previous year. The Post Office rural network is due to receive
substantial funding in 2006-07 so that sales volumes are expected to remain
reasonably constant. Other retail finance customers are now carrying out trials
of open plan branches with cashier till positions incorporating Safetell
equipment. If these trials are successful, there could be significant growth in
the next 2-3 years.
Service and maintenance revenue increased by 11 per cent with more contract work
being secured from existing customers. This part of the business is set to grow
further and acts as a catalyst for new product development to meet client
requirements.
Various factors, including adverse product mix, new clients, a few high cost
contracts, investment in training and resources to meet the future demands of
the business as well as continual competitive pressures, depressed margins from
their previous high level. Action was taken in late 2005 to redress the
imbalance and the effects should be seen in the current financial year.
Order intake in the early part of 2006 was slow and will result in sales for the
first months of the current year being below the long-term average with no
revenue and profit growth in the first half year.
The prospects for the second half are more difficult to predict but the level of
customer enquiries with plans for major roll-out programmes offer good grounds
for growth.
Balance sheet and cash flow
The balance sheet reflects the disposal and closure of businesses in the year,
but the components of working capital, and hence the operating cash flow, are
affected by the timing of both the project work that is undertaken by Safetell,
and one off major contracts of both Grosvenor and Safetell.
The cash flow in the year includes the payment of the deferred consideration for
the acquisition of Custom Micro Products Limited, which also impacted on the
comparison of creditors in the balance sheet.
Employees
The Board would again like to express their gratitude to all employees for their
contribution to the success of the businesses in which they work.
Summary
We would anticipate that the roll forward of the major contract within Grosvenor
should have a significant impact upon the results of the Group in the current
year, whilst we would expect an upturn in the performance of CMP after a
disappointing year and this is supported by initial results and orders.
The £1.5 million loan notes expire in July and one half of the total will be
repaid using agreed banking facilities, and the other 50 per cent converted into
ordinary shares in accordance with the option in the loan note agreement.
M DWEK
Chairman
24 July 2006
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 30 April 2006
2006 2006 2006 2005
Before Goodwill Total Total
goodwill and
and exceptional
exceptional items
items
£000 £000 £000 £000
Turnover
Continuing operations 11,839 - 11,839 12,348
Discontinued operations 320 - 320 1,286
__________ __________ __________ __________
12,159 - 12,159 13,634
Cost of sales (7,317) - (7,317) (8,150)
__________ __________ __________ __________
Gross profit 4,842 - 4,842 5,484
Administrative expenses (4,087) - (4,087) (4,699)
pre amortisation of goodwill
and exceptional items
Amortisation of goodwill - (393) (393) (371)
__________ __________ __________ __________
Administrative expenses -
total (4,087) (393) (4,480) (5,070)
__________ __________ __________ __________
Operating profit/(loss)
Continuing operations 965 (393) 572 1,148
Discontinued operations (210) - (210) (734)
__________ __________ __________ __________
755 (393) 362 414
Loss on disposal/closure - (192) (192) (13)
of subsidiary/business
__________ __________ __________ __________
Profit/(loss) on ordinary 755 (585) 170 401
activities before interest
Interest receivable 20 - 20 52
Interest - discount charge (251) - (251) (275)
on deferred consideration
Interest payable (101) (199) (300) (139)
__________ __________ __________ __________
Profit/(loss) on ordinary 423 (784) (361) 39
activities before taxation
Tax on profit/(loss) on
ordinary activities (58) - (58) (106)
Profit/(loss) on ordinary 365 (784) (419) (67)
activities after taxation
Minority interest - - - -
__________ __________ __________ __________
Profit/(loss) for the 365 (784) (419) (67)
financial year
__________ __________ __________ __________
pence pence
Loss per share
- basic and diluted (0.11)p -p
BALANCE SHEETS
As at 30 April 2006
Group Group Company Company
2006 2005 2006 2005
£000 (Restated) £000 (Restated)
£000 £000
Fixed assets
Intangible assets 6,439 6,820 - -
Tangible assets 941 803 - 5
Investments - - 16,587 16,573
_________ __________ __________ __________
7,380 7,623 16,587 16,578
Current assets
Stocks 1,256 1,664 - -
Debtors: amounts falling 2,471 2,968 717 31
due within one year
Debtors: amounts falling - - - 625
due after more than one year
_________ __________ __________ __________
2,471 2,968 717 656
Cash at bank and in hand 1,373 3,205 74 1,200
_________ __________ __________ __________
5,100 7,837 791 1,856
Creditors: amounts falling (4,664) (4,887) (11,598) (11,743)
due within one year
_________ __________ __________ __________
Net current
asset/(liabilities) 436 2,950 (10,807) (9,887)
Total assets less current 7,816 10,573 5,780 6,691
liabilities
Creditors: amounts falling (3,670) (5,488) (3,369) (4,431)
due after more than one year
Provisions (208) (185) - -
Accruals and deferred income (891) (1,580) (201) (193)
_________ __________ __________ __________
3,047 3,320 2,210 2,067
_________ __________ __________ __________
Capital and reserves
Called up share capital 3,740 3,617 3,740 3,617
Share premium 493 432 493 432
Merger reserve 801 801 801 801
Profit and loss reserve (2,051) (1,593) (2,824) (2,783)
Shareholders' funds 2,983 3,257 2,210 2,067
Minority interests 64 63 - -
_________ __________ __________ __________
3,047 3,320 2,210 2,067
_________ __________ __________ __________
The financial statements were approved by the Board of Directors and authorised
for issue on 24 July 2006 and were signed on its behalf by:
M DWEK B BEECRAFT
Chairman Finance Director
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 April 2006
2006 2005
£000 £000
Net cash inflow from operating activities 850 786
__________ __________
Returns on investments and servicing of finance
Interest received 20 52
Interest paid (101) (139)
__________ __________
Net cash outflow from returns on investments and
servicing of finance (81) (87)
__________ __________
Taxation (423) (404)
__________ __________
Capital expenditure and financial investment
Purchase of tangible fixed assets (469) (277)
Receipts from sale of tangible fixed assets 24 247
__________ __________
Net cash outflow from capital expenditure and
financial investment (445) (30)
__________ __________
Acquisitions
Purchase of subsidiary undertakings (1,925) (918)
Costs relating to acquisition made in previous year (12) -
Net cash acquired on purchase of subsidiary
undertakings - 563
__________ __________
Net cash outflow from acquisitions (1,937) (355)
__________ __________
Disposals
Costs related to sale of subsidiary undertaking, and
business and trading assets (11) -
Cash disposed of with business (14) -
__________ __________
Net cash outflow from disposals (25) -
__________ __________
Net cash outflow before use of liquid resources and
financing (2,061) (90)
__________ __________
Financing
New finance loans 365 329
Repayment of loans (106) (209)
__________ __________
259 120
Share issues less expenses paid - 1,643
__________ __________
Net cash inflow from financing 259 1,763
__________ __________
(Decrease)/increase in cash (1,802) 1,673
__________ __________
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
For the year ended 30 April 2006
2006 2005
£000 £000
Loss for the financial year (419) (67)
Exchange difference on translation of net assets and
results of subsidiary undertakings (39) (20)
__________ __________
Total recognised gains and losses relating to the
year (458) (87)
__________ __________
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
For the year ended 30 April 2006
2006 2005
£000 £000
GROUP
Loss for the financial year (419) (67)
New share capital subscribed (net of issue costs) 184 1,918
Exchange difference on translation of net assets and
results of subsidiary undertakings (39) (20)
__________ __________
Net (reduction to)/increase in shareholders' funds (274) 1,831
Opening shareholders' funds 3,257 1,426
__________ __________
Closing shareholders' funds 2,983 3,257
__________ __________
COMPANY
Loss for the financial year (41) (2,612)
New share capital subscribed (net of issue costs) 184 1,918
__________ __________
Increase in/(reduction to) shareholders' funds 143 (694)
Opening shareholders' funds 2,067 2,761
__________ __________
Closing shareholders' funds 2,210 2,067
__________ __________
Earnings/(loss) per share
The calculation of the basic (loss)/earnings per ordinary share is based on a
loss of £419,000 (2005: loss £67,000) and the weighted average number of shares
in issue during the year of 367,856,416 (2005: 329,241,000). 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:
2006 2005
pence pence
Basic loss per share (pence) (0.11) -
Goodwill amortisation 0.11 0.1
Discount charge on deferred consideration 0.07 0.1
Losses of discontinued operations (after tax) 0.05 0.1
Exceptional items 0.10 -
_________ _________
Earnings per share before goodwill amortisation,
interest discount, losses of discontinued operations
and exceptional items 0.22 0.3
_________ _________
£000 £000
Reconciliation of earnings
Loss used for calculation of basic loss per share (419) (67)
Goodwill amortisation 393 371
Discount charge on deferred consideration 251 275
Losses of discontinued operations (after tax) 179 548
Exceptional items 391 13
_________ _________
Earnings/(loss) before goodwill amortisation,
interest discount, losses of discontinued operations
and exceptional items 795 1,140
_________ __________
Exceptional items include the loss on disposal or closure of a subsidiary of
£192,000 (2005: £13,000) and exceptional interest payable of £199,000 (2005:
£Nil). There are no potentially dilutive shares in issue.
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 2006 or 2005, but is derived from those
accounts. Statutory accounts for the year ended 30 April 2005 have been filed
with the Registrar of Companies. The statutory accounts for 2006 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 Sections 235 and 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 2006 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
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