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 This information is provided by RNS The company news service from the London Stock Exchange
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