Final Results - Year Ended 22 December 1999

Toad PLC 2 March 2000 TOAD PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 22 DECEMBER 1999 Toad triples profits and goes online. Highlights * Profit more than threefold up to £2 million * www.toade.com new e-commerce and WAP enabled business launching April * IBM contract signed for new technology installation service * National Car Parks trial project announced * 'Spacetrac' contract extended to include the European container market * Three new board appointments Enquiries : John Lewin, Chief Executive 0181 710 4016 Anthony Edwards Anthony Edwards Publicity 01932 336161 Results 1999 was an excellent year for Toad with net profits more than threefold up to £2 million (38 weeks to December 1998: £0.4 million) and turnover increased to £32 million (38 weeks to December 1998: £25 million). This was achieved despite the delayed impact of the restructuring that took place when we acquired Sextons in 1998 and the subsequent disposal of approximately £6 million of loss making operations. The company continued to improve its gross margin performance to 42.4% (38 weeks to December 1998: 40.8%). Innovation has always been an important part of our strategy and our ability to introduce new ideas that meet the ever-changing needs of an evolving market is vital to the continued success of Toad. Our aim is to always be one step ahead of the competition and we believe this is reflected in the three main areas of our business - vehicle security (Toad VTD), audio wholesale (Toad Audio Express) and corporate installation services (Toad Innovations). All have reinforced their positions as market leaders in their individual market sectors and are well placed to develop their business during 2000. During the year we reorganised our vehicle security brands under the Vehicle Technology Division (VTD) name and located all their sales and operations staff into Runcorn. This was successfully completed in September and has increased the efficiency of the vehicle security operation in its ability to service the car manufacturers and over 1000 specialist dealers. Our three major security brands were revamped during the year and a range of new advanced microprocessor controlled alarm systems was launched into the UK market during January and February 2000. We continue to develop relationships with the major car manufacturers and have supply and development contracts with companies such as Subaru, Isuzu, London Taxi International, Daewoo, Renault (GB) and Kawasaki (GB). Our audio wholesale business was re-branded Toad Audio Express and re-launched to the trade in June. Although there were price pressures in the audio wholesale market during the year, the directors believe this will be compensated by our decision to expand our wholesale services into the vehicle multimedia market. This will increase the sales and margins in this department as the group moves into the technology driven sectors of the market during 2000. Our decision to develop our technology driven installation service is beginning to reap rewards for our corporate services division which provides a mobile installation service to the fleet market. The proliferation of new car technology products to provide telematic information to the vehicle driver has resulted in the need for a quality installation service to the new providers of this technology. Our fleet of over 100 mobile engineers provides just such a service and the IBM and NCP announcements detailed below highlight how well positioned we are to meet this growing demand. We are pleased to report that the Autoglass alliance and the important integration of the Autoglass and Toad operating systems is now complete. The directors believe that the alliance's ability to offer a one-stop-shop integrated service to fleet and insurance companies will have a more significant impact this year. The www.toade.com business, with its potential for offering our insurance and fleet partners the benefits of the one- stop-shop online, could considerably enhance this impact and is currently being investigated by both parties. Our expansion into France with Autoglass is scheduled for summer this year. This will be an extremely cost-effective method of expanding our operation overseas and the directors believe this could be an important stepping- stone in the development of the company. All of our achievements over the last two years have only been possible because of our committed and highly motivated staff. Developing this team, in the short time since our acquisition of Sextons, has been a key priority and considerable effort has gone into building a team who share the same passion, focus and objectives as we do. We have encouraged every member of staff to contribute their ideas, however big or small, through our internal staff ideas scheme - GRIP. In seven months over 250 ideas have been contributed, improving the way we operate and winning new business. www.toade.com April will mark the launch of www.toade.com; our new e- commerce based business and WAP enabled information service and is one of the most exciting developments in our company's history. As a market leader Toad has always positioned itself at the forefront of developments in new technology and we have, of course, had a presence on the web since 1997. We now progress from being a purely content based web activity, to a highly interactive web proposition with secure on-line ordering, a nation-wide installation service in partnership with our network of over 1000 specialist dealers, news, magazine features, chat rooms, competitions and information on the latest products such as multi-media, e-mail on the move, location and tracking services, navigation and digital audio. The site will also allow our dealers access to our industry leading technical database, enabling them to access technical product and installation details on a 24/7 basis and a B2B order processing capability. In addition, we will be launching a WAP based information service offering access to the latest company news, promotional offers and a location service for the nearest dealer. www.toade.com provides us with the potential to expand our service into many new areas and the ability to capitalise on the needs of companies who require high quality warehouse, fulfilment and installation services. We are recognised as the leading service provider in the audio and security marketplace and we plan to exploit this through e-based affinity partnerships with some of the UK's leading companies. Negotiations are currently in progress with a number of mainstream and .com portal companies. www.toade.com will be at the cutting edge of web design and interactivity and will propel Toad into the e-commerce era. Please visit our site to experience this for yourself. IBM Utilising our in-house design capability, we have created an innovative computer mounting and installation kit to securely house the latest computer-based telematic systems inside a commercial vehicle. This kit, for which we hold the Intellectual Property Rights, has enabled us to sign a contract with IBM to install their latest computer based parcel management system into Parcelforce Worldwide's 6,000-strong nationwide fleet of collection and delivery vans - due to be deployed by the end of 2000 National Car Parks During April we will be expanding the scope of our service provision activities when we take part in an innovative trial project being tested by National Car Parks. Full details of which will be released in April. 'Spacetrac' Eagle Eye, the product developers have announced that the US Navy is to fund a $700,000 miniaturisation programme that will take the development product from its present paperback book size to the size of a small pack of cigarettes. This miniaturised version of the product will be available as a web based location and tracking device next year and owners of the system will be able to access the location details from the web using a unique pin code. Most importantly we are pleased to announce that we have been able to negotiate the additional exclusive rights to sell the 'Spacetrac' product to the European container and trailer market. The problem with containers and trailers is that the majority of them have no on board power supply, so a small self-powered location and tracking device that would enable a freight manager to track his containers around the world could open up the enormous sales potential of this currently unexploited market. New Directors During the year, we strengthened the Board with the appointment of two new non-executive directors: Michael Cornwell joined us from Belron International (the owners of Autoglass and Carglass) where he was their International Sales Director. He set up the original Carglass operation in France and has extensive contacts with all of Europe's major insurance and fleet companies. Stephen Wheatley was the former sales Director of Tracker plc and was one of the original team that established Tracker plc in the UK. He is experienced in launching new vehicle telematic systems and will advise us on the development of new vehicle location and telematic systems. During the year, John Morris and Kevin Gray stood down as non-executive directors and I would like to thank them for their contribution over the last few years. Finally, I would like to thank our Finance Director David Baynes, who left the company yesterday, for his tremendous contribution to Toad over the last seven years. David has been with Toad since the very beginning and his tireless efforts have helped turn the company around. David has left the company in the knowledge that it has never been in a better position since its incorporation. We wish him well in his future role as Finance Director responsible for planning the flotation of a start-up company. David's replacement is Wilson Jennings BA, FCA, who joins us from Isis Research plc, a multi-national market research company where he was Finance Director for the last five years. In addition to the international experience gained with Isis, Wilson has extensive corporate finance experience with PriceWaterhouseCoopers. Wilson joined the board yesterday and is an excellent addition to the team. Current Trading Trading within the group during January and February has been excellent and is ahead of expectations. Toad now has a solid well-run business that is set to meet growth expectations over the next two years. The directors believe that when this core business is combined with the potential growth opportunities, such as www.toade.com, new technology fleet installations, 'Spacetrac', NCP and the Autoglass alliance, we have the potential to exceed this growth in the year 2001 and beyond. This is an exciting time for technology businesses and we plan to take advantage of it. Dr C T Evans OBE Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 22 December 1999 Before Year ended 38 weeks to Goodwill Goodwill 22 December 22 December Expense Expense 1999 1998 £'000 £'000 £'000 £'000 TURNOVER - ongoing 31,590 - 31,590 25,063 operations - acquisitions 349 - 349 - ------- ------ -------- -------- - 31,939 - 31,939 25,063 COST OF SALES - ongoing (18,234 - (18,234) (14,835) operations ) - acquisitions (174) - (174) - ------- ------ -------- -------- - GROSS PROFIT 13,531 - 13,531 10,228 Other operating (10,880) (105) (10,985) (9,283) expenses ------- ------ -------- -------- OPERATING PROFIT - ongoing operations 2,476 (25) 2,451 945 - acquisitions 175 (80) 95 - ------- ------ -------- -------- 2,651 (105) 2,546 945 Profit/(loss) on disposal of fixed 12 (140) assets Interest receivable and similar income 3 3 Interest payable and similar charges (729) (376) ------- ------ -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 1,832 432 Taxation 125 - -------- -------- PROFIT FOR THE YEAR 1,957 432 ======== ======== Earnings per share 3.01p 0.76p - basic 2.63p 0.59p - diluted TOTAL RECOGNISED GAINS AND LOSSES There are no recognised gains and losses other than those included in the profit and loss account above, and accordingly no separate statement of total recognised gains and losses has been presented. BALANCE SHEETS At 22 December 1999 22 22 December December 1999 1998 £'000 £'000 FIXED ASSETS Intangible assets 1,452 730 Tangible assets 2,825 2,756 Investments - - -------- -------- 4,277 3,486 -------- -------- CURRENT ASSETS Stocks 3,772 4,212 Debtors 5,271 5,316 Cash at bank and in hand 1,658 1,126 -------- -------- 10,701 10,654 CREDITORS: amounts falling due (9,261) (13,921) within one year -------- -------- NET CURRENT 1,440 (3,267) ASSETS/(LIABILITIES) -------- -------- TOTAL ASSETS LESS CURRENT 5,717 219 LIABILITIES CREDITORS: Amounts falling due after more than one year (3,615) (1,214) -------- -------- NET ASSETS/(LIABILITIES) 2,102 (995) ======== ======== CAPITAL AND RESERVES Called up share capital 6,876 5,872 Share premium account 10,450 9,095 Share capital to be issued 2,651 3,743 Profit and loss account (17,875) (19,705) -------- -------- SHAREHOLDERS'FUNDS Equity 1,790 (995) Non-equity 312 - -------- -------- 2,102 (995) ======== ======== CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 22 December 1999 Year ended 38 weeks to 22 December 22 December 1999 1998 £'000 £'000 NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES 2,299 (1,130) -------- -------- RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Finance arrangements fees (253) - Interest received 3 3 Interest paid (682) (367) Interest paid on finance leases (22) (9) -------- -------- (954) (373) -------- -------- TAXATION UK corporation tax paid (157) - -------- -------- CAPITAL EXPENDITURE Purchase of tangible fixed (780) (187) assets Sale of tangible fixed assets 354 281 -------- -------- (426) 94 -------- -------- ACQUISITIONS Purchase of subsidiary (2,590) (6,049) undertakings Purchase of Foxguard and Code (331) (488) businesses Net cash acquired with acquisitions of subsidiary - 204 Net cash transferred with sale - (20) of subsidiary -------- -------- (2,921) (6,353) -------- -------- CASH OUTFLOW BEFORE FINANCING (2,159) (7,762) -------- -------- FINANCING Issue of shares 795 6,385 Movement in short term 1,059 (509) borrowings Movement in long term 2,406 (325) borrowings Repayment of principal under (142) (17) finance leases -------- -------- 4,118 5,534 -------- -------- INCREASE/(DECREASE) IN CASH IN 1,959 (2,228) THE YEAR ======== ======== Notes : 1. Earnings per share The calculation of basic earnings per share is based on the profit on ordinary activities after taxation, namely £1,957,000 (22 Dec 1998: £432,000) and on 65,102,023 (22 Dec 1998: 57,166,287) ordinary shares, being the weighted average number of ordinary shares in issue and ranking for dividend during the year. The diluted earnings per share is calculated under the provisions laid out in FRS14 and is based on the profit for the period of £1,957,000 (22 Dec 1998: £432,000), and on 74,390,501 (22 Dec 1998: 73,197,909) ordinary shares, calculated as follows: 22 22 December December 1999 1998 £'000 £'000 Basic weighted average number 65,102 57,166 of shares Dilutive potential ordinary shares : Shares to be issued 6,131 15,605 Employee share options 632 427 Convertible redeemable 2,526 - preference shares -------- -------- 74,391 73,198 -------- -------- 2. Dividends The directors do not recommend the payment of a dividend. 3. Tax Year ended 38 weeks to 22 December 22 December 1999 1998 £'000 £'000 Corporation tax: Current 82 - Overprovision in prior (207) - years -------- -------- (125) - -------- -------- Subject to agreement with the Inspector of Taxes, the group has tax losses of approximately £8,000,000 (22 Dec 1998: £9,000,000) to carry forward against future taxable profits. 4. Mr Wilson Jennings has been appointed a director of Toad plc with effect from today. No further information falls to be disclosed pursuant to paragraph 16.4 of the Listing Rules. 5. These preliminary results are based upon the audited financial statements of Toad plc for the year ended 22 December 1999.

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