Interim Results
Newmark Security PLC
30 January 2004
NEWMARK SECURITY PLC
INTERIM RESULTS
for the six months ended 31 October 2003
CHAIRMAN'S STATEMENT
RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2003
The Group made an operating profit from continuing operations of £132,000 before
amortisation of goodwill for the six months ended 31 October 2003 (2002 loss:
£175,000 before £67,000 amortisation of goodwill).
The results for the period include Grosvenor Technology Limited ('Grosvenor')
for the six months whilst the comparative figures include only a month and a
half for the period since acquisition.
The amounts included within discontinued operations in the period relate to
Drion which, as reported in the annual accounts, was sold at the end of October.
The postponement of an export contract, the inability to make a breakthrough in
the commercial sector and a reduction in margins had meant that the business had
been making substantial losses for the last two years.
ASSET PROTECTION DIVISION
Safetell Limited achieved 44% sales growth compared to the same period last year
and 4% ahead of plan. The product mix was concentrated in traditional core
products. The newer products showed growth of 33% over last year and are being
broadened into new client areas, especially the police. The higher volumes
resulted in efficiency savings and improved margin.
New maintenance work is being won for both rising screens and related security
business although the effects of the new contracts will not be seen until the
next financial year. The Post Office RollerCash contract call-off rate is
increasing steadily in line with the client's modernisation programme.
SECURE LOCKING DIVISION
The translation of enthusiasm into orders for the new portfolio of products of
Newmark Security Products ('NSP') has been slower than anticipated. We are
close to agreeing significant purchase commitments with some new customers but
these are unlikely to have any meaningful impact until the new financial year.
ELECTRONIC DIVISION
Grosvenor has been trading broadly in line with expectations since acquisition.
The integration of Grosvenor and Newmark Technology is complete.
Grosvenor has launched its latest version of JANUS (3.10) which includes greater
functionality and integration to other third party systems, and Grosvenor and
Newmark have completed their own integration with their respective products,
JANUS access control and Par-Sec asset management. This is a unique combination
from a single product/single source supplier and offers the market place easy
entry into this emerging product type. Both companies are currently negotiating
large repeat contracts, some of which will take advantage of the new integration
of these products.
The Tyco branded product, Siteguard Access Control, as developed by Grosvenor
for manufacturing under licence by Tyco Electronic Product Group will be
released to Tyco for their manufacture during the next few months. The new
version will be distributed by Tyco to the ADT Security branch network in the
UK. The functionality and integration of JANUS and Par-Sec will be mirrored in
this Siteguard release for Tyco.
The development of NSP Access for NSP is undergoing final testing and will be
released to the market during February 2004. The product will initially be
released in Spanish and French languages for direct sales into Europe via the
NSP distributors. NSP are to provide support and marketing resources to their
distributors for this entire product range.
BALANCE SHEET
There has been a significant change in the balance sheet with the sale of Drion
in the period.
CONCLUSION
The sale of Drion has eliminated the large drain on the Groups' resources caused
by the trading losses of that company. Grosvenor has been trading in line with
our expectations, whilst Safetell has again been performing ahead of plan.
Turnover of NSP has been disappointing but we believe that the continuing
discussions on purchase commitments from new customers will lead to the company
becoming profitable. Apart from the organic growth of existing businesses, we
continue to look for complementary businesses which satisfy our acquisition
criteria.
We are proposing to perform a capital restructuring which will cancel the
existing deferred shares and share premium account, and subsequently allow
reserves to be available which will permit the possible payment of dividends in
future years. A circular relating to a proposed extraordinary general meeting to
confirm this should be circulated shortly.
Maurice Dwek
Chairman
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the six months ended 31 October 2003
Notes Unaudited Unaudited Unaudited Audited Unaudited six
Six Six Year Six months ended
months ended months ended months ended 31 October
31 October 31 October ended 30 April 2002
2003 2003 31 October 2003
Before Goodwill 2003
goodwill and and exceptional Total Total Total
exceptional items £'000 £'000 £'000
items
£'000 £'000
TURNOVER
Continuing
operations 4,950 - 4,950 7,089 2,940
Discontinued
operations 752 - 752 1,304 793
------ ------- ------- ------- ------
5,702 - 5,702 8,393 3,733
------ ------- ------- ------- ------
Cost of sales (3,511) - (3,511) (5,720) (2,455)
Gross profit 2,191 - 2,191 2,67 31,278
------ ------- ------- ------- ------
Administrative
expenses (2,374) - (2,374) (3,932) (1,638)
Amortisation
of goodwill - (15) (151) (1,093) (99)
------ ------- ------- ------- ------
Administrative
expenses-total (2,374) (151) (2,525) (5,025) (1,737)
------ ------- ------- ------- ------
OPERATING
PROFIT/(LOSS)
Continuing
operations 132 (151) (19) (667) (242)
Discontinued
operations (315) - (315) (1,685) (217)
------ ------- ------- ------- ------
(183) (151) (334) (2,352) (459)
------ ------- ------- ------- ------
Loss on
disposal of
subsidiary/business - (753) (753) (373) (247)
------ ------- ------- ------- ------
LOSS ON
ORDINARY
ACTIVITIES
BEFORE
INTEREST AND
TAXATION (183) (904) (1,087) (2,725) (706)
Interest
(payable)/receivable (6) - (6) 33 31
Interest-disco
unt charge on
deferred
consideration (89) - (89) (106) -
------ ------- ------- ------- ------
LOSS ON
ORDINARY
ACTIVITIES
BEFORE
TAXATION (278) (904) (1,182) (2,798) (675)
------ ------- ------- ------- ------
Tax on
ordinary
activities 2 - - - - -
------ ------- ------- ------- ------
LOSS FOR THE
YEAR AFTER TAX (278) (904) (1,182) 2,798) (675)
Minority
interest - - - 78 91
------ ------- ------- ------- ------
(278) (904) (1,182) (2,720) (584)
------ ------- ------- ------- ------
Pence Pence Pence Pence Pence
Loss per share (0.1p) (0.5p) (0.6p) (1.6p) (0.4p)
Earnings/(loss)
per share
before
amortisation
of goodwill,
losses of
discontinued
operations,
loss on
disposal of
subsidiary/business
and discount
charge on
deferred
consideration 6 0.1p - 0.1p (0.5p ) (0.1p )
CONSOLIDATED BALANCE SHEET
as at 31 October 2003
Notes Unaudited Audited Unaudited
31 October 30 April 31 October
2003 2003 2002
£'000 £'000 £'000
FIXED ASSETS
Intangible
assets 5,434 5,585 7,411
Tangible
assets 955 1,844 1,618
------ ------ ------
6,389 7,429 9,029
------- ------ -------
CURRENT ASSETS
Stocks 848 1,239 1,082
Debtors 2,228 2,389 2,838
Cash at bank
and in hand 930 806 2,576
------- ------ -------
4,006 4,434 6,496
CREDITORS:
amounts
falling due
within one
year (3,843) (4,706) (5,545)
------ ------- -------
NET CURRENT
ASSETS/(LIABIL
ITIES) 163 (272) 951
------- ------- -------
TOTAL ASSETS
LESS CURRENT
LIABILITIES 6,552 7,157 9,980
CREDITORS:
amounts
falling due
after more
than one year (3,868) (3,263) (3,940)
Provisions for
liabilities
and charges (209) (217) (225)
------ ------- ------
NET ASSETS 2,475 3,677 5,815
------ ------ ------
CAPITAL AND RESERVES
Called up
share capital 3 6,978 6,963 6,916
Share premium 5,151 5,151 5,180
Merger reserve 801 801 613
Profit and
loss reserve 4 (10,788) (9,585) (7,305)
------- ------ -------
EQUITY
SHAREHOLDERS'
FUNDS 2,142 3,330 5,404
Minority
interest 5 333 347 411
------- ------ -------
2,475 3,677 5,815
------- ------ -------
NOTES TO THE ACCOUNTS
1. BASIS OF ACCOUNTS
The unaudited results for the six months ended 31 October 2003 have been
prepared on a basis consistent with the accounting policies disclosed in the
Group's 2003 Report and Accounts, and do not constitute statutory accounts
within the meaning of Section 240 of the Companies Act 1985. The results for the
year ended 30 April 2003 are an abridged version of the full accounts, which
received an unqualified audit report and have been filed with the Registrar of
Companies.
2. TAXATION
Tax is disproportionate to the result due to the non-availability of tax relief
on the overseas losses for the period.
3. SHARE CAPITAL
£'000
At 1 May 2003 6,963
Shares issued in the period 15
--------
At 31 October 2003 6,978
--------
4. RESERVES
Profit and loss Merger Total other
reserve reserve reserve
£'000 £'000 £'000
At 1 May 2003 (9,585) 801 (8,784)
Retained loss
for the period (1,182) - (1,182)
Exchange
adjustment (21) - (21)
------- ------- -------
As at 31
October 2003 (10,788) 801 (9,987)
------- ------- -------
5. MINORITY INTEREST
£'000
At 1 May 2003 347
Minority interests purchased back in period (14)
At 31 October 2003 333
6. EARNINGS/LOSS) PER SHARE
Pence per share £'000
Loss after taxation and minority (0.6) (1,182)
interest
Amortisation of goodwill and exceptional 0.7 1,308
items ------- -------
0.1 126
The loss per share has been calculated based on the weighted average number of
shares in issue during the period, which was 212,305,266 shares (2002:
135,474,431).
7. DIVIDENDS
No interim dividend is proposed (2002: Nil).
8. A copy of the interim report has been sent to shareholders and is available
for inspection at the Company's registered office, Suite 3, 23 Bruton Street,
London W1J 6QF, during normal office hours, Saturdays, Sundays and bank holidays
excepted, for 14 days from today.
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