Final Results
NEWMARK TECHNOLOGY GROUP PLC
30 September 1999
CHAIRMAN'S STATEMENT
Overview
I am pleased to report another year of achievement for the twelve months ended
30 April 1999. The highlight of the period was the acquisition of Ateliers
Drion S.A. in April 1999. Drion is a natural extension of the business of the
Group and the acquisition will provide entry into the Belgian market,
significantly increasing our European presence.
In my report last year, I stated that the Group was well positioned for
further organic expansion, and ready to take advantage of opportunities
arising from the restructuring and consolidation of the European security
industry. I retain this belief, and the Drion acquisition was the next step
on this path.
There have been other major developments including the acquisition of the
remaining 50% of the Intellectual Property Rights to Parsec which, I believe,
will prove a very beneficial step for the Group in the future.
Financial results and developments
Profits before taxation were £502,000 compared to £49,000 in the preceding
year, arising on turnover of £8.0million (1998: £4.3million). The results for
the year under review include a two week contribution from Drion, plus a full
year's profits from Vema compared to five and a half months in last year's
results.
Profits before taxation for the year of £502,000 demonstrate a strong second
half performance. This has in part been due to seasonal and other
fluctuations and the pattern is likely to re-occur this year, with a
significantly greater amount expected to be earned in the second half rather
than the first six months.
As I made clear in my interim report, the results of Newmark Technology in the
first half were affected by the reliability of goods from suppliers and delays
in the final stages of major development programmes, which we outsource.
Major progress has been made in these areas during the year, in particular the
problem with regard to the supply of goods has now been overcome.
Drion is an established business specialising in the production and
installation of physical and electronic security equipment. Historically, the
sales base has been blue chip customers in Belgium, but the company is now
expanding into other markets. Two major contracts have already been completed
in Algeria and other developments in new markets are anticipated. The Board
believes that Drion will achieve the expectations we held at the time of the
acquisition. However, due to the current restructuring within the banking
industry in Belgium, the level of business is anticipated to be much higher in
the second half of the year.
Vema's performance has been in line with the budgets we prepared at the time
when it was acquired. I referred in the interim report to the problems that
Vema had encountered in the first six months with the availability of goods
from suppliers, and the subsequent impact on our ability to despatch goods to
our customers. This backlog was substantially overcome in the second half of
the year.
In accordance with new Financial Reporting Standard 10, goodwill arising on
the acquisition of Drion has been capitalised as an intangible asset and will
be amortised over its useful life. The Group has adopted the transitional
arrangement allowed by FRS 10 in that goodwill on acquisitions made in
previous years remains eliminated against reserves.
As discussed above, the Group balance sheet has been affected by both the
higher levels of sales in the second half of the year, which in turn has had a
major impact on the level of debtors and creditors, and the acquisition of
Drion. Similarly, cash flow reflects the increased debtors and creditors as
well as the cost of the acquisition of Drion and associated debt. Debtors and
creditors have reverted to normal levels since the year end. The cash flow
also reflects the payment of an outstanding tax liability dating from the time
of the acquisition of Vema, as well as the monthly payments on account of
corporation tax which are standard practice in the Netherlands.
In the year there has been major expenditure on new computerised accounting
and management information systems in both Newmark and Vema. This has
improved the timeliness, detail and accuracy of information to the Board.
The Board does not believe that it would be prudent to declare a dividend for
the year, but, assuming that the budgets for the current year are achieved,
the Board will review this policy.
Board changes, employees and shareholders
Meeuwis Veldhoen resigned from the Board of the Company as well as from the
position of managing director of Vema on 30 September 1999, in accordance with
our plan at the time of acquiring the company. Meeuwis established Vema in
1977 and built the company to a dominant position in the Dutch market place.
He has subsequently helped with its integration into the Group, and the
participation of Vema in joint projects with Newmark, and more recently Drion.
His enthusiasm and contribution both at Group level and within Vema will be
missed, and I should like to publicly express the thanks of your Board for all
his efforts and to pass on our best wishes for the future. Meeuwis has agreed
to continue to work on a consultancy basis in the future. He has been
replaced as managing director at Vema by Jan Dekker.
Jan started his career in the fields of research and product development, and
subsequently held senior management positions in marketing and sales. More
recently he was the managing director of three subsidiaries of Tyco
International Limited (USA), with responsibilities including the merger of
those businesses.
The number of employees in the Group has continued to grow and I extend a warm
welcome to the staff at Drion. I would also like to thank all the staff for
their continued efforts on behalf of the Company and to greet our new
shareholders.
The future
The Board believes that the Group will now build upon the solid foundations
that have been established over the last two years and we will continue to
grow both organically and by acquisition. We are confident of making progress
in all divisions with further significant growth anticipated for the year.
The development of a group with a major presence in the European security
market remains our intention, and we will continue to seek acquisitions which
meet our criteria and enhance the Group's offering to our customers and
increase shareholder value.
NEWMARK TECHNOLOGY GROUP PLC
PRELIMINARY RESULTS
FOR THE YEAR ENDED 30 APRIL 1999
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 30 April 1999
Year ended Year ended Period Period
30 April 30 April 25 March 25 March
1999 1999 1997 to 1997 to
£000 £000 30 April 30 April
1998 1998
£000 £000
Turnover
Continuing operations 7,729 4,259
Acquisitions 276 -
________ ________
8,005 4,259
Cost of sales (4,647) (2,510)
________ ________
Gross profit 3,358 1,749
Administrative expenses (2,760) (1,695)
Operating profit
Continuing operations 527 54
Acquisitions 71 -
________ ________ _______ ________
598 54
Interest payable (96) (5)
________ ________
Profit on ordinary 502 49
activities before
taxation
Tax on ordinary (282) (153)
activities
________ ________
Amount transferred 220 (104)
to/(withdrawn from) ======== ========
reserves
Pence Pence
Earnings per share 0.3p (0.2)p
BALANCE SHEETS
As at 30 APRIL 1999
Group Group Company Company
1999 1998 1999 1998
£000 £000 £000 £000
Fixed Assets
Intangible assets 1,693 257 - -
Tangible assets 1,300 425 - -
Investments - - 7,652 7,590
________ _______ _______ _______
2,993 682 7,652 7,590
________ _______ _______ _______
Current Assets
Stocks 1,316 705 - -
Debtors 3,417 1,538 3,449 1,039
Cash at bank and in hand 912 63 - 3
________ _______ _______ _______
5,645 2,306 3,449 1,042
Creditors:amounts falling
due within one year (3,519) (1,874) (44) (149)
________ _______ _______ _______
Net current assets 2,126 432 3,405 893
________ _______ _______ _______
Total assets less current
liabilities 5,119 1,114 11,057 8,483
Creditors:amounts falling
due after more than one (1,825) (439) - -
year
Provisions for
liabilities and charges (143) - - -
________ _______ _______ _______
Net assets 3,151 675 11,057 8,483
======== ======= ======= =======
Capital and reserves
Called up share capital 5,510 3,677 5,510 3,677
Share premium 5,051 4,531 5,051 4,531
Profit and loss reserve (7,410) (109) 496 275
Other reserves - (7,424) - -
________ _______ _______ _______
Equity shareholders' 3,151 675 11,057 8,483
funds ======== ======= ======= =======
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 April 1999
Year ended Period
30 April 1999 25 March
£000 1997 to
30 April
1998
£000
Net cash inflow /(outflow) from operating 379 (46)
activities __________ _________
Returns on investments and servicing of
finance
Interest paid (96) (5)
__________ _________
Net cash inflow/(outflow) from returns on
investments and servicing of finance (96) (5)
__________ _________
Taxation (729) -
__________ _________
Capital expenditure and financial
investment
Purchase of tangible fixed assets (143) (75)
Purchase of intangible fixed assets (184) (157)
Sale of tangible fixed assets - 19
__________ _________
(327) (213)
__________ _________
Acquisitions
Purchase of subsidiary undertakings (1,746) (1,313)
Costs related to prior year acquisitions (77) -
Net cash/(debt) on purchase of subsidiary 900 (732)
undertakings __________ _________
Net cash outflow from acquisitions (923) (2,045)
__________ _________
Financing
Loans to partly finance acquisition of 583 -
subsidiary undertakings
Repayment of secured loans (34) -
__________ _________
549 -
Issue of shares 1,850 2,380
Expenses paid in connection with share (97) (549)
issues __________ _________
Net cash inflow from financing 2,302 1,831
__________ _________
Increase/(decrease) in cash 606 (478)
========== =========
1. No dividend is proposed.
2. The above results for the year ended 30 April 1999 have been abridged
from the full Group accounts for that period which will be delivered to the
Registrar of Companies shortly.
3. The financial information contained in this announcement as regards the
Group does not constitute statutory accounts for the period within the
meaning of Section 240 of the Companies Act 1985.
4. The calculation of earnings per ordinary share is based on a profit for
the year after tax of £220,000 (1998:loss£104,000) and the weighted
average number of shares in issue during the year of 78,624,067
(1998: 50,833,378).
Enquiries:
B Leech, Shandwick Consultants Ltd
Tel: 0171 329 0096