Interim Results
Newmark Security PLC
25 January 2005
NEWMARK SECURITY PLC
INTERIM REPORT
for the six months ended 31 October 2004
CHAIRMAN'S STATEMENT
RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2004
The Group made an operating profit of £465,000 before amortisation of goodwill
and interest for the six months ended 31 October 2004 (2003: £132,000 continuing
operations).
The results for the period include Custom Micro Products Limited (''CMP'') for
the four months since acquisition. CMP was acquired for a total consideration of
up to £2.885 million with an initial cash consideration of £800,000 paid on
completion. There are two tranches of deferred consideration of £1.4 million and
£685,000 respectively, the latter payable on the achievement of profits before
tax of £600,000 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.
ELECTRONIC DIVISION
Turnover 6 months 31 October 2004: £2,998,000 (2003: £2,071,000).
Operating profit 6 months 31 October 2004: £585,000 (2003: £443,000).
The combined access control operation comprising of Grosvenor and Newmark
Technology was ahead of plan for the period and is expected to remain so for the
remainder of the year.
With the release in January 2005 of the new eSeries JANUS controllers working in
conjunction with JANUS 3.1 software, Grosvenor is leading the way and is set to
take full advantage of the emerging IP revolution within the security industry.
TCP/IP networks are in every organisation and the new JANUS hardware sits
directly onto these networks without any other wiring being required to enable
the controllers to 'talk' to the JANUS Main PC/server. The cost savings are
significant for the end user.
With the addition of CMP into the Group, we have integrated their Time &
Attendance system into JANUS. Grosvenor will now be selling the CMP hardware and
software re-badged as a Grosvenor/JANUS product called ViewPoint.
We have sourced and completed a move of our core hardware production to Hungary
where substantial cost savings can be made. The new eSeries controllers are
amongst the first boards to be manufactured in this way and have proved
successful from the start.
Potential business for the coming period looks very encouraging for all of these
products with large corporates showing a great interest in the new system. The
underlying business trend remains very strong with a continuing volume of steady
core business.
Other contracts being sought and due to be placed include a major bank looking
to upgrade its entire security infrastructure, defence companies and government
facilities so a significant overall increase in revenue is expected in the next
financial year.
CMP's revenue comprises two major elements with approximately two thirds as a
result of many small orders received from dealers with the balance from large
one-off orders typically from distributors and end users in the UK. Since
acquisition, regular dealer revenue has been broadly in line with expectations
and several new dealers have been recruited which should increase the volume of
product sold through this channel in the near future. There has been significant
activity as far as potential large orders are concerned particularly in the
retail, hospital and construction sectors. However, none were completed in the
period and, as a consequence, turnover was lower than projected. These potential
contracts have not been lost and the current expectation is that they will now
occur in the financial year 2005/06.
SECURE LOCKING DIVISION
Turnover 6 months 31 October 2004: £748,000 (2003: £533,000).
Operating loss 6 months 31 October 2004: £214,000 (2003: £280,000).
Over the past six months, NSP Europe has made significant headway with certain
key distributors in the industry. At the beginning of 2005, NSP Europe has also
received initial orders for contracts established towards the end of 2004.
Since the launch of NSP Europe's standalone locking system, hotels and several
large groups have acquired and distributed the system throughout Europe. The
company also received a rolling contract to install and commission the European
Parliament in Brussels, with the initial stage to begin at the end of January.
The SIL range continues to attract demand from organisations with large
projects, which entails continuous specified work, and thus a somewhat lengthy
turnaround time. However, profits margins are good.
NSP Europe's Paris based division continues to expand, having made a successful
entry into the market, developing close ties with several distributors.
ASSET PROTECTION
Turnover 6 months 31 October 2004: £2,883,000 (2003: £2,346,000).
Operating profit 6 months 31 October 2004: £429,000 (2003: £382,000).
Safetell's sales have been in line with plan and represented revenue growth of
23% over last year's corresponding period. A change in product mix had an
adverse effect on gross margin percentage but gross profit overall was increased
by 5.6%. Overheads were contained within 2.1% of the previous year resulting in
a rise in operating profit of 11.7% compared to last year.
The Eclipse rising screen programmes were maintained with long-term customers in
retail finance and petrol retailing. A contract to replace counter fronts for
Abbey was largely complete by the target date of 30 September. A further order
for full height glass hampers for HBOS was awarded in October and this will be
completed in January 2005.
In the area of moving glass screens, CounterShield has found acceptance with a
number of Police forces but actual sales progress remains slow. There have been
a number of new customers for the Eye2Eye product but quantities remain small.
However the prospects for this product remain good and the value of outstanding
quotations is encouraging.
The development of a modular, bullet resistant glazing system to complement the
two anti-physical attack systems has increased market opportunities and fixed
glazing sales were 72% ahead of last year.
Safetell was awarded the new, 3-year Post Office contract for four sizes of Cash
Handling Units. Demand is dependent on Government funding for Post Office
re-organisation but a single order for approximately £400,000 was received in
December for delivery from March. The development of the new fully re-cycling,
teller cash dispenser is taking longer than expected and significant sales will
not start until financial year 2005/06.
The service and maintenance business increases pro-rata to the installed base of
primary equipments. The contract to maintain all locks for security doors for
HBOS is proving to be successful and the demand is higher than predicted
increasing the annual contract value by approximately 40%.
The outlook for the second half is encouraging . The level of enquiries and
outstanding quotations is promising and offers good prospects for next year.
SUMMARY
The Group results for the first six months have been very rewarding and reflect
the changes made in the Group structure and activities in previous years. We
believe that the outlook for the remainder of the year is very encouraging.
Maurice Dwek
Chairman
25 January 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the six months ended 31 October 2004
Notes Unaudited Unaudited Unaudited Audited Unaudited
Six Six Six Year Six
months months months ended months
ended ended ended 30 April ended
31 31 31 2004 31
October October October October
2004 2004 2004 Total 2003
Before Goodwill Total £'000 Total
goodwill £'000 £'000 £'000
£'000
TURNOVER
Continuing
operations 5,695 - 5,695 9,830 4,950
Acquisitions 934 - 934 - -
Discontinued
operations - - - 754 752
6,629 - 6,629 10,584 5,702
Cost of (4,044) - (4,044) (6,479) (3,511)
sales
Gross profit 2,585 - 2,585 4,105 2,191
Administrative
expenses (2,120) - (2,120) (4,163) (2,374)
Amortisation
of goodwill - (185) (185) (298) (151)
Termination
costs - - - (167) -
Administrative
expenses-total (2,120) (185) (2,305) (4,628) (2,525)
OPERATING
PROFIT/(LOSS)
Continuing
operations 338 (149) 189 58 (19)
Acquisitions 127 (36) 91 - -
Discontinued
operations - - - (581) (315)
465 (185) 280 (523) (334)
Loss on
disposal of
subsidiary/business - - - (1,133) (753)
PROFIT/(LOSS) ON
ORDINARY ACTIVITIES
BEFORE INTEREST AND
TAXATION 465 (185) 280 (1,656) (1,087)
Interest
receivable 14 - 14 15 3
Interest-discount
charge on deferred
consideration (130) - (130) (179) (89)
Interest payable (36) - (36) (51) (9)
PROFIT/(LOSS) ON
ORDINARY ACTIVITIES
BEFORE TAXATION 313 (185) 128 (1,871) (1,182)
Tax on
ordinary
activities 2 (100) - (100) (146) -
PROFIT/(LOSS)
FOR THE YEAR
AFTER TAX 213 (185) 28 (2,017) (1,182)
Minority
interest - - - (27) -
213 (185) 28 (2,044) (1,182)
Pence Pence Pence Pence Pence
Earnings/(loss)
per share 0.1p (0.1p) - (1.0p) (0.6p)
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 (0.2p) 0.1p
CONSOLIDATED BALANCE SHEET
as at 31 October 2004
Unaudited Audited Unaudited
31 30 April 31
October October
2004 2004 2003
Notes £'000 £'000 £'000
FIXED ASSETS
Intangible assets 6,969 5,287 5,434
Tangible assets 1,039 903 955
8,008 6,190 6,389
CURRENT ASSETS
Stocks 1,323 893 848
Debtors 2,722 1,974 2,228
Cash at bank and in hand 2,659 1,522 930
6,704 4,389 4,006
CREDITORS: amounts falling due within
one year (5,026) (2,911) (3,843)
NET CURRENT ASSETS 1,678 1,478 163
TOTAL ASSETS LESS CURRENT LIABILITIES 9,686 7,668 6,552
CREDITORS: amounts falling due after
more than one year (6,031) (5,741) (3,868)
Provisions for liabilities and (201) (201) (209)
charges
NET ASSETS 3,454 1,726 2,475
CAPITAL AND RESERVES
Called up share capital 3 3,834 2,131 6,978
Share premium - - 5,151
Merger reserve 801 801 801
Profit and loss reserve 4 (1,478) (1,506) (10,788)
EQUITY SHAREHOLDERS' FUNDS 3,157 1,426 2,142
Minority interest 5 297 300 333
3,454 1,726 2,475
CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 31 October 2004
Unaudited Audited Unaudited
Six Year Six
months ended months
ended 30 April ended
31 2004 31
October October
2004 £'000 2003
£'000 £'000
NET CASH (OUTFLOW)/INFLOW FROM
OPERATING ACTIVITIES (149) 252 (218)
RETURNS ON INVESTMENT AND SERVICING OF
FINANCE
Interest received 14 15 3
Interest paid (36) (51) (9)
NET CASH OUTFLOW FROM RETURNS ON
INVESTMENTS AND SERVICING OF FINANCE (22) (36) (6)
TAXATION (89) - -
CAPITAL EXPENDITURE AND FINANCIAL
INVESTMENT
Purchase of tangible fixed assets (63) (235) (30)
Receipts from sale of tangible fixed
assets - 30 -
NET CASH OUTFLOW FROM CAPITAL
EXPENDITURE AND FINANCIAL INVESTMENT (63) (205) (30)
ACQUISITIONS
Purchase of subsidiary undertakings (946) - -
Net cash acquired on purchase of
subsidiary undertakings 563 - -
NET CASH OUTFLOW ON ACQUISITIONS (383) - -
DISPOSALS
Costs related to sale of subsidiary
undertaking, and business and trading
assets - (189) -
Cash disposed of with business - (1) (1)
NET CASH OUTFLOW FROM DISPOSALS - (190) (1)
NET CASH OUTFLOW BEFORE FINANCING (706) (179) (255)
FINANCING
New finance loans 150 1,100 625
Repayment of loans (7) (176) (246)
143 924 379
Issue of shares 1,700 - -
NET CASH INFLOW FROM FINANCING 1,843 924 379
INCREASE IN CASH 1,137 745 124
NOTES TO THE ACCOUNTS
1. BASIS OF ACCOUNTS
The unaudited results for the six months ended 31 October 2004 have been
prepared on a basis consistent with the accounting policies disclosed in
the Group's 2004 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 2004 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
The tax charge is disproportionate to the profit for the year due to the
effect on profits of items not deductible for tax purposes, and the use of
losses brought forward.
3. SHARE CAPITAL
£'000
At 1 May 2004 2,131
Shares issued in the period 1,703
At 31 October 2004 3,834
4. RESERVES
Profit and Merger Total other
loss reserve reserve reserve
£'000 £'000 £'000
At 1 May 2004 (1,506) 801 (705)
Retained profit for the period 28 - 28
Exchange adjustment - - -
As at 31 October 2004 (1,478) 801 677
5. MINORITY INTEREST
£'000
At 1 May 2004 300
Minority interests purchased back in period (3)
At 31 October 2004 297
6. EARNINGS PER SHARE
Pence per £'000
share
Profit after taxation and minority interest 0.0p 28
Amortisation of goodwill and discount charge on
deferred consideration 0.1p 185
0.1p 213
The profit per share has been calculated based on the weighted average
number of shares in issue during the period, which was 303,750,433 shares
(2003: 212,305,266).
7. DIVIDENDS
No interim dividend is proposed (2003: Nil).
8. A copy of the interim report has been sent to shareholders and is available
for inspection at the Company's registered office, 57 Grosvenor Street,
London W1K 3JA, during normal office hours, Saturdays, Sundays and bank
holidays excepted, for 14 days from today.
This information is provided by RNS
The company news service from the London Stock Exchange
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