Interim Results

Newmark Security PLC 13 December 2006 NEWMARK SECURITY PLC INTERIM REPORT for the six months ended 31 October 2006 CHAIRMAN'S STATEMENT Turnover in the period for continuing businesses of £6,398,000 was 10 per cent. ahead of the corresponding period last year £5,825,000. The Group operating profit for the period was £509,000 (2005: £43,000 restated). The Group operating profit before amortisation of goodwill and discontinued operations was £717,000 (2005: £450,000) an improvement of nearly 60 per cent. The Group has changed its accounting policy for share options to comply with Financial Reporting Standard No 20, 'Share based payments'. The charge included in the profit and loss account for the six months ended 31 October 2006 was £19,000, and the results for the comparative periods have been restated accordingly (six months ended 31 October 2005: £2,000; year ended 30 April 2006: £21,000). Earnings per share are shown as 0.04 pence per share (2005: loss per share 0.09 pence). However, as shown in note 5 to the accounts, the earnings per share before goodwill amortisation, interest discount and losses of discontinued operations were 0.12 pence (2005: 0.10 pence). The four year earn out period relating to the acquisition of Grosvenor Technology Limited expired on 31 October 2006, and we are delighted that the vendors have achieved the maximum earn out under the acquisition agreement. Payment is due by way of loan notes, with cash payment at the holders' discretion but at the earliest 1 November 2007. Payment will be made from forecast cash balances and a banking facility. The £1,500,000 loan notes were settled in the period. The loan note holders exercised their warrants to acquire ordinary shares in the Company, and accordingly 75 million new shares were issued at par. The other £750,000 loan notes were repaid. The balance sheet reflects the settlement of the loan notes in the period. All the trading companies are affected by the timing of large orders, and trade debtors at the period end reflected high levels of sales in October. Stock levels were also higher than normal due to purchases for orders expected to be shipped in the second half. These last two factors had an adverse impact on the net cash flow from operating activities in the period, but should be reversed out in the second half. ELECTRONIC DIVISION Turnover 6 months 31 October 2006: £3,731,000 (2005: £3,161,000) Operating profit 6 months 31 October 2006 £835,000 (2005: £483,000). Turnover in the period for the division was 18 per cent. higher than the corresponding period last year. Turnover in Grosvenor Technology was 20 per cent. higher, and this resulted in an improvement in gross margin from 50 per cent. to 56 per cent. due to the fixed element of development salaries included within cost of sales. This increase in turnover was assisted by a few large contracts. However, we believe that there are some larger contracts still to come where our JANUS system has been specified. Due to the size and nature of these contracts it is very difficult to determine when some will materialize although they should transpire early to mid 2007. The larger systems are all using the JANUS eSeries controller that can be connected directly to a network anywhere in the world. The power and flexibility of eSeries allows world-wide corporations to easily expand and maintain their security environment and is the basis of all of the pending large contracts. UL approvals in the United States for eSeries controllers and JANUS software is taking longer than expected but we believe is on track for ratification in the third quarter of 2007, after which JANUS can be sold into the USA and other markets currently unavailable to us. Turnover in Newmark Technology was 21 per cent. greater although gross margin fell due to the mix of business. Sales have generally improved across the board with Par-Sec, C-Cure and N-TEC access systems and indications suggest that this will continue into next year as interest remains strong. There is a growing interest from Simplex Fire (part of the Tyco Group) distributors in Russia which we are addressing by translating the core N-TEC software into Russian. Turnover in Custom Micro Products rose by 15 per cent. overall from £1,176,000 to £1,356,000 but within these figures there was a major change in the volumes of sales to our three main geographic destinations. The recovery in sales to the US has been maintained with turnover of £429,000 in the first half year compared to £111,000 in the corresponding period last year. Unfortunately sales within the UK and sales to Europe have fallen as has happened throughout the industry. The gross margin percentage dropped slightly due to the costs of redeveloping the existing product range, developing new products and changes in sales mix. Custom Micro is changing it's emphasis from manufacturing/assembly to those areas that we do best, design and technology. To eliminate the majority of expensive hand assembly work and offer an improved and versatile product range, we have re-designed all of the existing core products, namely the 2100 and 900 data collection terminals and the 700 series access controller. The new designs offer shared ancillary components, backwards compatibility with outgoing products, improved product specifications and greater reliability. External manufacturing will commence in the first and second quarter 2007 respectively. The new designs will be marketed as the RS Products (Revised Series) and, coupled with outsourced production, will provide a cost saving of 30 per cent. on manufacture. An important focus of the RS range is that standard equipment can be held in-stock and despatched the same day that we receive a customer order. An early showing of the next generation or asp/'internet ready' data collection terminals has been made to a select group of customers in the USA and Europe. Interface design work is ongoing with these customers who we expect to place their initial orders during the second or third quarter 2007. The leading edge technology employed within this product will open new avenues for data collection across world markets and is Custom Micro's entry into a rental and recurring revenue model. The initial product will offer a secure internet hosted data solution where a small group of select customers can trial the product using their own server systems. After which, Custom Micro will offer a fully hosted data service to be rented by customers on a month by month basis. ASSET PROTECTION DIVISION Turnover 6 months 31 October 2006: £2,667,000 (2005: £2,664,000) Operating profit 6 months 31 October 2006 £183,000 (2005: £248,000). Sales were virtually identical to last year but the product mix was significantly different with higher sales of lower margin work. Quotations and orders are 17 per cent. and 21 per cent. more than the same period last year and that should result in improved sales and profitability for the second half of the year. Eclipse rising screen programmes have increased for long-term customers with some returning to purchasing mode after years without investment in new branches. CounterShield sales have been slow in the first half but the programme for the London Metropolitan Police that was expected last year has now started to flow. The public service market for CounterShield is always slow until the second half of their fiscal year and the company has over £400,000 of outstanding quotes in this area, 45 per cent. more than at the same time last year. RollerCash sales to the Post Office have been slow relative to last year due to uncertainty about government funding for the rural sub-post office network. Lloyds TSB awarded the company a £100,000 contract for trials in 8 branches of their new retail delivery format. If successful and carried forward, this could lead to a significant programme in 2007 and beyond, although the judgement of success will depend on many factors not related to Safetell's product. The final phase of RollerCash sales to Woolwich branches of Barclays, worth approximately £300,000, has been secured and scheduled to be completed before the year end. Eye2Eye Disability Access counter module sales, although small, were five times last year with a £200,000 (2005: £50,000) backlog of outstanding quotes. New formats of FlexiGlaze screens have been developed for hospital receptions and for petrol stations with successful sales to Manchester City Hospital, Sainsburys and Shell. The latter clients are expected to place repeat orders in the second half. Service and maintenance revenue in the period was £1,159,000 (2005: £1,011,000). The separate service contracts with HBOS to maintain all locks for security doors and all rising screens have been rolled into a new, single, 5-year contract to run until 2011. The start of the Abbey contract in January 2006 has been successful with compliments received for customer service. The early months of the contract involved disproportionate expenditure on recruitment and training that depressed margin but that should recover in the second half. New clients have been acquired for security related work, notably Shell for the service and repair of night-pay hatches. The second half is expected to generate 20 per cent. more sales than in the first half and the added volume will increase labour efficiencies to improve margin. CONCLUSION We are looking forward to the future with some confidence. We expect an improvement in the asset protection division in the second half of the year, whilst the prospects within the Electronic division are exciting. As reported previously there are large contracts where the JANUS software of Grosvenor has been specified, and the asp data collection terminals provide great potential for the future. CONSOLIDATED PROFIT AND LOSS ACCOUNT for the six months ended 31 October 2006 Notes Unaudited Unaudited Unaudited Audited Unaudited Six months Six months Six months Year ended Six months ended ended ended ended 31 October 31 October 31 October 30 April 31 october 2006 2006 2006 2006 2005 Before Goodwill & Total Total Total goodwill & exceptional (Restated) (Restated) exceptional items items £'000 £'000 £'000 £'000 £'000 TURNOVER Continuing 6,398 - 6,398 11,839 5,825 operations Discontinued - - - 320 323 operations 6,398 - 6,398 12,159 6,148 Cost of sales (3,735) - (3,735) (7,317) (3,759) Gross profit 2,663 - 2,663 4,842 2,389 Administrative (1,962) - (1,962) (4,108) (2,149) expenses Amortisation of - (192) (192) (393) (197) goodwill Administrative (1,962) (192) (2,154) (4,501) (2,346) expenses - total OPERATING PROFIT/ (LOSS) Continuing 717 (192) 525 551 253 operations Discontinued (16) - (16) (210) (210) operations 701 (192) 509 341 43 Loss on closure/ - - - (192) (149) disposal of subsidiaries PROFIT/(LOSS) 701 (192) 509 149 (106) ON ORDINARY ACTIVITIES BEFORE INTEREST AND TAXATION Interest 16 - 16 20 22 receivable Interest-discount (131) - (131) (251) (139) charge on deferred consideration Interest payable (65) - (65) (300) (47) PROFIT/(LOSS) ON 521 (192) 329 (382) (270) ORDINARY ACTIVITIES BEFORE TAXATION Tax on ordinary 2 (175) - (175) (58) (40) activities PROFIT/LOSS FOR 346 (192) 154 (440) (310) THE YEAR AFTER TAX Minority interest - - - - - 346 (192) 154 (440) Pence Pence Pence Earnings/(loss) 5 0.04 (0.11) (0.09) per share - basic and diluted CONSOLIDATED BALANCE SHEET as at 31 October 2006 Notes Unaudited Audited Unaudited 31 October 2006 30 April 2006 31 October 2005 £'000 (Restated) (Restated) £'000 £'000 FIXED ASSETS Intangible assets 6,247 6,439 6,665 Tangible assets 981 941 872 7,228 7,380 7,537 CURRENT ASSETS Stocks 1,482 1,256 1,330 Debtors 2,889 2,471 1,928 Cash at bank and in 1,148 1,373 1,300 hand 5,519 5,100 4,558 CREDITORS: amounts (3,487) (4,664) (3,019) falling due within one year NET CURRENT ASSETS 2,032 436 1,539 TOTAL ASSETS LESS 9,260 7,816 9,076 CURRENT LIABILITIES CREDITORS: amounts (4,218) (3,670) (5,123) falling due after more than one year Provisions for (194) (208) (177) liabilities and charges Accruals and deferred (881) (891) (764) income NET ASSETS 3,967 3,047 3,012 CAPITAL AND RESERVES Called up share capital 3 4,490 3,740 3,617 Share premium 4 493 493 432 Merger reserve 4 801 801 801 Share based 4 40 21 2 compensation reserve Profit and loss reserve 4 (1,921) (2,072) (1,903) SHAREHOLDERS' FUNDS 3,903 2,983 2,949 Minority interest 64 64 63 3,967 3,047 3,012 CONSOLIDATED CASH FLOW STATEMENT for the six months ended 31 October 2006 Unaudited Audited Unaudited Six months ended Year ended Six months ended 31 October 2006 30 April 2006 31 October 2005 £'000 £'000 £'000 NET CASH INFLOW FROM 117 850 151 OPERATING ACTIVITIES RETURNS ON INVESTMENT AND SERVICING OF FINANCE Interest received 16 20 22 Interest paid (65) (101) (47) NET CASH OUTFLOW FROM (49) (81) (25) RETURNS ON INVESTMENTS AND SERVICING OF FINANCE TAXATION (21) (423) (201) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase of tangible fixed (216) (469) (212) assets Receipts from sale of - 24 - tangible fixed assets NET CASH OUTFLOW FROM (216) (445) (212) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT ACQUISITIONS Purchase of subsidiary - (1,925) (1,825) undertakings Costs relating to - (12) - acquisition made in previous year Net cash acquired on - - - purchase of subsidiary undertakings NET CASH OUTFLOW ON - (1,937) (1,825) ACQUISITIONS DISPOSALS Costs related to closure/ - (11) - sale of subsidiaries Cash disposed of with - (14) (11) business NET CASH OUTFLOW FROM - (25) (11) DISPOSALS NET CASH OUTFLOW BEFORE USE (169) (2,061) (2,123) OF LIQUID RESOURCES AND FINANCING FINANCING New finance loans 73 365 247 Repayment of loans (136) (106) (29) NET CASH (OUTFLOW)/INFLOW (63) 259 218 FROM FINANCING (DECREASE) IN CASH (232) (1,802) (1,905) NOTES TO THE ACCOUNTS 1. BASIS OF ACCOUNTS The unaudited interim figures for the six months ended 31 October 2006 have been prepared on a basis consistent with the accounting policies disclosed in the Group's 2006 Report and Accounts with the exception of the introduction of Financial Reporting Standard No. 20, 'Share based payments' 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 2006 are an abridged version of the full accounts, which received an unqualified audit report and have been filed with the Registrar of Companies. The Group has changed its accounting policy for share options granted after 7 November 2002 in accordance with Financial Reporting Standard No. 20, 'Share based payments'. The charge included in the profit and loss account for the six months ended 31 October 2006 was £19,000. The results for the comparable periods have been restated accordingly (six months ended 31 October 2005: £2,000; year ended 30 April 2006: £21,000). 2. TAXATION The tax charge is disproportionate to the profit for the period due to the effect on profits of items not deductible for tax purposes, and the use of losses brought forward. 3. SHARE CAPITAL During the period, the following shares were issued: Number of shares Share capital £'000 Shares in issue at 1 May 2006 373,957,816 3,739,578 Share issues 1p per share 75,000,000 750,000 Shares in issue at 31 October 2006 448,957,816 4,489,578 The shares issued in the period related to the exercise of warrants by loan note holders to subscribe for ordinary shares of 1p each in the Company. 4. SHARE PREMIUM AND RESERVES Share premium Profit & loss Merger Share based Total £'000 reserve reserve compensation Share (restated) £'000 reserve premium £'000 (Restated) and reserves £'000 £'000 At 1 May 493 (2,072) 801 21 (757) 2006 Retained - 154 - 19 173 profit for the period Exchange - (3) - - (3) differences on foreign currency investments As at 31 493 (1,921) 801 40 (587) October 2006 5. EARNINGS PER SHARE Pence per share £'000 Profit after taxation and minority interest 0.04 154 Goodwill amortisation 0.05 192 Discount charge on deferred consideration 0.03 131 Losses of discontinued operations - 16 Earnings before goodwill amortisation, interest 0.12 493 discount, and losses of discontinued operations The profit per share has been calculated based on the weighted average number of shares in issue during the period, which was 414,311,077 shares (2005: 361,755,016). Unaudited Six Audited Year Unaudited Six months ended ended 30 April months ended 31 October 2006 2006 31 October 2005 Total Total Total Pence Pence Pence Earnings per share before amortisation of goodwill, losses of discontinued operations, and discount charge on deferred consideration 0.12 0.22 0.10 6. DIVIDENDS No interim dividend is proposed (2005: Nil). 7. A copy of the interim report has been sent to shareholders and copies are 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 one month. This information is provided by RNS The company news service from the London Stock Exchange
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