Final Results

Newmark Technology Group PLC 16 August 2002 Newmark Technology Group plc ('Newmark', 'the Company' or 'the Group') Audited Results for the Year Ended 30 April 2002 Chairman's Statement Overview The year has seen the disposal of the business and trading assets of Vema N.V ('Vema'). We have also announced today the proposed purchase of the minority interest in Vema and acquisition of Grosvenor Technology Limited ('Grosvenor'). The sale of the Vema business is discussed in detail below. This, together with the acquisition of Grosvenor, reflects your Board's concern to improve shareholder value. These transactions represent a 'reverse takeover' under the rules of the Alternative Investment Market ('AIM'). These documents require your detailed consideration and I trust that you will support the Board and vote in favour of these resolutions at the Extraordinary General Meeting. Disposal of Vema Business We announced in May 2001 the flotation of our Dutch subsidiary, Vema, on AIM, which resulted in our interest in Vema being reduced to 51 per cent. We believed that this would help Vema to develop its geographical and product range whilst demonstrating that the market capitalisation of the Newmark Group did not reflect the underlying value of its businesses. In our interim report, the Board was pleased to report a substantial increase in profits for the six month period with a 10 per cent increase in turnover. However, greater competitive pressures since the introduction of the Euro affected trading results in the second half. In the second half of the year, there was an approach from Assa Abloy AB Group ('Assa Abloy') to acquire the Vema business. Vema is a major distributor for Assa Abloy's subsidiary, Fritz Fuss Gmbh & Co ('Eff Eff') a leading lock manufacturer based in Germany, over 60 per cent of Vema's products are sourced from Eff Eff. On 29 April 2002, your Board announced the disposal of the trading business and assets of Vema to Assa Abloy for £6 million payable in two tranches, £5.5 million on completion and the balance of £0.5 million agreed since the year end on the basis of the net assets and profits in the audited accounts for the year. In view of the increases in competitive pressures, the Board believed that it was prudent to dispose of the business for a good price. We wish the company every success in the future. As a consequence there is now little point in Vema continuing as a separate listed company with its associated costs, and accompanying these accounts there are details of an offer by Newmark Technology Group PLC to buy back the 49 per cent minority interest in Vema. The financial adviser to Vema has advised the Board of Vema that this offer is fair and reasonable and that Vema shareholders should accept the offer, in the absence of any higher offer. As Newmark Technology Group PLC is unable to issue shares at below nominal value, there is also attached the details of a capital reorganisation which will be presented for approval at the Extraordinary General Meeting. Acquisition of Grosvenor Technology Limited I commented in the interim and previous reports on the difficulties that Newmark Technology Limited had experienced in gaining critical sales mass and that from 1 March 2002 the day to day management of Newmark Technology Limited would be performed by Grosvenor, a well established and profitable private company in the access control business. Following a successful period of working together, we have made an offer to acquire Grosvenor for an initial consideration of £3.287 million with a potential maximum deferred consideration of £3.5 million, based on the trading performance of Grosvenor over the next four years. The full details of the offer are set out in the attached documents. Grosvenor's main product is a Windows based access control system called JANUS. All Grosvenor's products are designed by its in-house research and development team. Newmark Technology Limited will continue to distribute the C-Cure range of products. Newmark's Omni range of products will be streamlined and will in due course be replaced with JANUS. The Board believes that Grosvenor meets the criteria laid down for successful acquisitions into the Group and that this will form the basis of a quantum leap forward for the Group. Change of name Your Board believes that the existing name of your Company does not reflect the activities performed by the Group. It is proposed to change the name of the Company to Newmark Security PLC at the Annual General Meeting as the Directors believe that the proposed new name better reflects the security focus and established nature of the Group's activities. Financial results The profit on ordinary activities before interest, tax and minority interests in the year was £2,315,000 (2001: loss £414,000). The accounts include four exceptional items in the year: £000 Profit on part disposal of investment in Vema arising from the flotation of Vema in the year 182 Profit on disposal of business and trading assets of Vema NV 3,007 Cost of reorganisation and restructuring (489) Amortisation of goodwill (128) The profits on disposal of the Vema business in the year are stated net of £3,460,000 goodwill on the original acquisition of the Vema business and written off to reserves at that time. In accordance with standard accounting convention, this goodwill is required to be charged in the profit and loss account on disposal of the business and credited to reserves. The operating loss for the year before exceptional items was £257,000 (2001: loss £298,000). Turnover for the year was £12.0 million (2001: £12 million). The reasons for the more significant factors affecting the results of the divisions are set out below. Electronic Division This division specialises in integrated security management systems designed to control access of personnel and track asset movements. We launched the new Omni 5 series at the beginning of the year and continued to supply the C-Cure product line sourced from Sensormatic. However the underlying sales to sustain the overhead of the business were still disappointing and, as a result, we decided to transfer the day to day management of the business to Grosvenor. This was completed successfully and following a successful trial period, we now propose the acquisition of Grosvenor. Accompanying these accounts are the details of and rationale for the acquisition. The closure costs of the offices in Redhill and the assembly plant in Rainton Bridge have been provided for in the accounts and the estimated cost savings of £500,000 will benefit the Group going forward. We will continue to sell the C-Cure product range alongside the Janus product line of Grosvenor Technology. In the last annual statement I referred to the ongoing problems we had experienced with the purchasing commitment by Lik On Security Limited in Hong Kong, and I reported in the interim figures on the rescheduling of the contract. I am pleased to report that we have now been able to conclude the contract with Lik On, and the final settlement has been received and accounted for in the period. This terminates the contract that should have been completed in December 2000. We are now supplying the Hong Kong market on a non exclusive basis via Hall Smart Limited, a sister company of Lik On and a wholly owned subsidiary of Sun Hung Kai Properties. We have continued our sales and marketing effort in the USA for the Parsec product range which culminated in the signing up of Casi Rusco, a subsidiary of Interlogix (now part of GE Capital) as an OEM. Casi Rusco is one of the main suppliers to ADT for their access control product and the objective is to supply and support the ADT branches with Parsec. This necessitated a proven beta site for ADT which is now under construction and the launch of Parsec into ADT in the USA awaits their approval of the beta site. Subject to the trials proving successful, ADT will train and launch the product to their internal sales force. However, progress is taking longer than anticipated and sales are still slow, therefore we have trimmed overheads to minimise any adverse affects until sales gather momentum. We are also in discussions with other potential customers such as ADI and Ademco International. Asset Protection Division The Drion managing director left during the year to pursue other business interests, which are complementary to the company and is, therefore, expected to be a major customer of Drion. A new managing director was appointed to, inter alia, perform a full review of operating procedures and establish an action plan to improve the operational efficiency of the business. The restructuring that followed this review included the appointment of a new senior management team to control the three major business operations, sales and marketing, manufacturing and finance. The management team has been given business objectives and specific tasks and the benefits of these changes will be effective during the second half of the current year. The changes that have already taken place include the implementation of computer aided design, increased training for staff and a more efficient manufacturing process being devised. On the trading front, the consolidation and rationalisation within the Belgian banking sector has continued, but Drion has maintained its market share within the existing customer base as well as establishing new banking customers. The commercial section that was established last year has promoted great interest and the company has gained new customers such as post offices, hospitals, embassies and government offices. In particular we were delighted to win a major contract for security work at Namur railway station with a value of Euros 360,000 (£225,000). We were disappointed that the third phase of the Algerian export contract was delayed by twelve months and, consequently, there were no export orders in the year. However, a tender was issued by CNEP in Algeria in March for this project with a value of Euros 20 million over three years. Positive news in the near future on at least part of this tender could greatly enhance the division's performance in the current year. The increased activity in Safetell in the last few months of the previous year continued throughout the year under review. Both order intake and sales enjoyed a 30 per cent improvement over the previous year. These higher volumes enhanced direct labour efficiency which, together with cost control in other areas, improved margins. The historical core business of Eclipse rising screens increased by nearly 30 per cent, and the associated after sales service and maintenance improved by 14 per cent. Countershield sales proved successful in new market areas and achieved growth of 400 per cent. Sales of RollerCash increased by 73 per cent with new customers being gained. Another cash handling product has been sourced from Germany to complement RollerCash at the bottom end of the range. Sales have already been made to The Post Office and interest has also been expressed by retail banking customers to address their obligations under the disability access rules. The new Eye2Eye product was developed in response to the Disability Discrimination Act and the first unit has been operational for over six months. New orders have been secured for installation during the summer using variants of the basic product. The Strategic Rail Authority guidelines for station design specifically require a ticketing counter similar to the Eye2Eye product. A new wide-span moving glass screen product, MaxiView, has been commissioned by a major petrol retailer for installation in London during the summer, with good prospects for a major rollout programme in the following financial year. Secure Locking Division This division included Vema prior to the disposal, but still includes Newmark Security Products Limited which supplies third party sophisticated electronic and electro mechanical locking systems for a wide variety of high security applications in the UK. Balance sheet and cash flow The Group balance sheet and cash flow reflect the receipt of the proceeds from the sale of the business and trading assets of Vema on 29 April 2002. The balance sheet is also affected by the disposal of the Vema business and trading assets particularly with regard to stocks and trade debtors. Other debtors include the retention of £532,000 on the Vema sales proceeds whilst most of the corporation tax liability relates to the tax payable on the disposal. Borrowings have also been substantially reduced in the period with the repayment of the bank loan for the original acquisition of Safetell. Employees I would like to thank all employees for their unstinting efforts on behalf of the Group, and to send our best wishes for the future to the staff at Vema. The future The changes that have taken place during the last twelve months, together with those that will occur following the Extraordinary General Meeting, will have a fundamental impact on the structure and composition of the Group. Your Board will continue to consider further acquisitions that the Board believe will increase shareholder value. MAURICE DWEK Chairman For further information please contact: Maurice Dwek - Chairman Tel: 01279 658 000 Sassie Rajwan - Chief Executive Newmark Technology Group PLC Adam Reynolds/Damian Hamill Tel: 020 7735 9415 Hansard Communications www.hansardcommunications.com FINANCIAL INFORMATION A. CONSOLIDATED PROFIT AND LOSS ACCOUNTS The consolidated profit and loss accounts of the Newmark Group for each of the two years ended 30 April 2002 are set out below: 2002 2002 Before goodwill and Goodwill and 2002 2001 exceptional items exceptional items Total Total £000 £000 £000 £000 Turnover Continuing operations 6,479 - 6,479 6,645 Discontinued operations 5,548 - 5,548 5,404 12,027 - 12,027 12,049 Cost of sales (7,687) (98) (7,785) (7,522) Gross profit 4,340 (98) 4,242 4,527 Other operating income 597 - 597 - Administrative expenses pre amortisation of goodwill and exceptional items (5,194) - (5,194) (4,825) Reorganisation and restructuring costs - (391) (391) - Amortisation of goodwill - (128) (128) (116) Administrative expenses - total (5,194) (519) (5,713) (4,941) Operating (loss)/profit Continuing operations (814) (617) (1,431) (1,133) Discontinued operations 557 - 557 719 (257) (617) (874) (414) Profit on part disposal of investment in subsidiary company - 60 60 - Profit on disposal of business and net trading assets - 3000 3000 - Profit/(loss) on ordinary activities before interest (257) 2,443 2,186 (414) Interest payable (55) - (55) (206) Profit/(loss) on ordinary activities before taxation (312) 2,443 2,131 (620) Tax on profit/(loss) on ordinary activities (179) (1,435) (1,614) (284) Profit/(loss) on ordinary activities after taxation (491) 1,008 517 (904) Minority interest (131) (1,562) (1,693) - Loss for the financial year (622) (554) (1,176) (904) Dividends - - - - Amount withdrawn from reserves (622) (554) (1,176) (904) pence pence Loss per share -basic and diluted (1.0p) (0.8p) -before exceptional items (0.5p) (0.7p) B. CONSOLIDATED BALANCE SHEETS The consolidated balance sheets of the Newmark Group as at 30 April 2001 and 2002 are set out below: 2002 2001 £000 £000 Fixed Assets Intangible assets 2,014 2,158 Tangible assets 1,344 1,483 3,358 3,641 Current Assets Stocks 773 1,656 Debtors 2,069 2,500 Cash at bank and in hand 6,398 652 9,240 4,808 Creditors:amounts falling due within one year (5,201) (5,466) Net current assets/(liabilities) 4,039 (658) Total assets less current liabilities 7,397 2,983 Creditors:amounts falling due after more than one year (520) (665) Provisions for liabilities and charges (453) (249) 6,424 2,069 Capital and reserves Called up share capital 6,060 6,060 Share premium 5,194 5,194 Profit and loss reserve (6,851) (9,185) 4,403 2,069 Equity shareholders' funds Minority interests 2,021 - Total shareholders' funds 6,424 2,069 C. CONSOLIDATED CASH FLOW STATEMENTS The consolidated cash flow statements of the Newmark Group for each of the two years ended 30 April 2002 are set out below: 2002 2001 £000 £000 Net cash (outflow)/inflow from operating activities (469) 236 Returns on investments and servicing of finance Interest paid (55) (206) Net cash outflow from returns on investments and servicing of finance (55) (206) Taxation (145) (517) Capital expenditure and financial investment Purchase of tangible fixed assets (200) (402) Net cash outflow from capital expenditure and financial investment (200) (402) Acquisitions and disposals Proceeds on sale of subsidiary undertaking and business and trading assets 5,525 - Net overdraft disposed of with business 61 - Net cash inflow/(outflow) from disposals/(acquisitions) 5,586 - Net cash inflow/(outflow) before financing 4,717 (889) Financing Proceeds from flotation of Vema 2,880 - Costs relating to flotation of subsidiary (705) - Loan to finance acquisition of property - 251 Repayment of loans (1,029) (246) 1,146 5 Issue of shares - 715 Expenses paid in connection with share issues - (22) Net cash inflow from financing 1,146 698 Increase/(decrease) in cash 5,863 (191) Notes: 1. The financial information contained in this report does not constitute full statutory accounts within the meaning of Section 240 of the Companies Act 1985. The comparative figures for the year ended 30 April 2001 are extracted from the full financial statements for the year which have been filed with the Registrar of Companies; the auditors issued an unqualified report thereon. Copies of the 2002 Report and Accounts are being sent to shareholders in due course. Further copies will be available from the registered office of Newmark Technology Group PLC, Suite 3, 23 Bruton Street, London W1X 7DA. 2. The 2002 financial statements have been prepared in accordance with the accounting policies applied in previous years. 3. The calculation of loss per ordinary share is based on a loss for the year after tax of £959,000 (2001: loss £904,500) and the weighted average number of shares in issue during the year of 121,208,952 (2001: 116,625,619). 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