TIDMNWT

RNS Number : 8767M

Newmark Security PLC

19 September 2019

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

19 September 2019

Newmark Security plc

("Newmark" or the "Group")

Preliminary Results for the year ended 30 April 2019

Newmark Security plc (AIM: NWT), a leading provider of electronic and physical security systems, today announces its audited results for the year ended 30 April 2019.

Financial highlights:

-- Turnover from continuing operations was GBP19.6 million (2018: GBP16.0 million), an increase of 22%

-- Gross margin from continuing operations before exceptional items increased to 39.7% (2018: 36.1%)

-- Cost of sales within the consolidated income statement includes an exceptional provision for redundancy costs of GBP60k (2018: exceptional provision for impairment of development costs GBP698k)

-- Gross margin from continuing operations after exceptional items increased to 39.3% overall (2018: 31.7%)

-- Profit from continuing operations before exceptional items was GBP644k (2018: Loss GBP1,039k)

-- In addition to the exceptional items included within cost of sales there were GBP292k (2018: GBP140k) of exceptional redundancy costs included within administrative expenses

-- Profit from continuing operations after exceptional items was GBP292k (2018: Loss of GBP1,877k)

   --      Earnings per share of 0.04 pence (2018: Loss per share 0.40 pence) 
   --      Cash generated from operations was GBP405k (2018: cash outflow GBP195k) 

Operational highlights

-- Sateon revenue increased by 8.9%, whilst the decline in revenue from the legacy Janus platform of 2.9% was lower than in the previous period.

-- Revenues from Human Capital Management (HCM) increased by 67.8% including a 167% rise in US revenues, which benefited from new supply agreements signed in the previous year.

-- Towards the end of the year, the new platform Janus C4 was released. This Integrated Security Management and Access Control product provides a single-platform, multi discipline solution.

-- Within the asset protection division, revenue increased by 6.3%, including a 17.9% rise in sales within the service division as bank branch upgrade work continued. Revenue in the products division decreased by 1.3% as banks and building societies moved from fortress counters to open plan branches.

Commenting on the results, Maurice Dwek, Chairman of Newmark, said "It has been a turnaround period for the Group and I am pleased to report the return to profitability in the year. The Board thanks all shareholder for their patience over what has been a challenging few years".

Annual Report and Notice of AGM

The Company's Annual Report and Accounts is being posted to shareholders this week and will be made available on the Company's website www.newmarksecurity.com. It will contain notice of the annual General Meeting of the Company to be held at 11 a.m. on 18 October 2019 at Hard Rock Hotel, Green 3 Meeting Room, Great Cumberland Place, London W1H 7DL.

For further information:

 
 Newmark Security PLC 
 Marie-Claire Dwek, Chief Executive   Tel: +44 (0) 20 7355 
  Officer                              0070 
 Brian Beecraft, Finance Director     www.newmarksecurity.com 
 
 
 Allenby Capital Limited (Nomad & Broker) 
 James Reeve/ Liz Kirchner                  Tel: +44 (0) 20 3328 
                                             5656 
 

Chairman's Statement

Overview

Newmark is a leading provider of electronic and physical security systems through its subsidiaries, Grosvenor Technology Limited and Safetell Limited which are UK based and Grosvenor Technology LLC which is based in the US. All companies have a well-established customer base. The Group aims to help address some of the major challenges facing corporations in an environment of ever-increasing global security concerns, as well as helping to reduce carbon output and meet sustainability goals.

The Group strategy is focused on delivering growth through the development of new products and services, often supporting country specific customer requirements.

Group revenue for the year from continuing operations was GBP19,583k (2018: GBP16,052k). In last year's annual report the Board expressed the view that there should be revenue growth in the electronic division during the year under review following the completion of two major new supply agreements and that this would result in improved financial results. The Board is pleased to announce a return to profitability in the year.

Revenue in the electronic division (Grosvenor) increased by 37.9 % from GBP7,960k to GBP10,979k. As in previous years, the decline in the legacy Janus range of access control products has been compensated for by the growth in the Sateon range. Overall sales of access control increased by 6.0%. Sales of Human Capital Management globally increased by 67.8%, driven by additional sales relating to announcements made during the period regarding supply agreements to strategic partners and organic growth, particularly in the US business.

Revenue in the asset protection division (Safetell) increased by 6.3% from GBP8,092k to GBP8,604k with a 1.3% decrease in products sales mainly due to reduced revenue from high street banks and building societies. Revenue from the service business however increased by 17.9%.

Profit from operations for the year from continuing operations before exceptional items was GBP644k (2018: loss GBP1,039k). There were exceptional items in the year for redundancy costs of GBP352k (2018: GBP140k) and last year there was also an impairment provision of development costs of GBP698k. The impairment of development costs related to amounts previously capitalised for older versions of the Sateon platform which had been superseded. Profit from continuing operations after exceptional items was GBP292k (2018: loss GBP1,877k). In addition the remaining costs net of taxation of the Hong Kong office closed previously has been included in the consolidation income statement as a discontinued operation of GBP6k (2018: GBP113k).

A full financial review of the results for the year is included within the Strategic Report set out below.

Dividend

The Board has not recommended the payment of a dividend for the year ended 30 April 2019 (2018: GBPNil).

Directors

Brian Beecraft is retiring on 31 October after 21 years with the Group. The Board would like to thank him for his tremendous efforts over that period and wish him a happy retirement. Graham Feltham has joined the Company and will be appointed as Group Finance Director from Brian's retirement. The Board is pleased to welcome Graham to the Group.

Employees

The Board would like to express its appreciation to all staff for their continuing efforts during the year.

Outlook

In the electronic division, the trend to generating more revenues from its HCM activities is set to be maintained, particularly as the long-anticipated growth in sales in North America continues. The Board believes that there will be medium-long term growth in both the divisions' core markets and it is expected that revenues will continue to grow in the recently launched Janus C4 Access Control offering.

In both Access Control and HCM, the ambition remains to generate a greater proportion of recurring revenues. In the short-medium term, it is likely that this will be more prevalent in the HCM sector where provision of Software- as-a-Service (SaaS) will increase in the future from the modest levels in 2018/19 resulting from this new development, particularly as the divisions' value-add in terms of data protection is recognised by new and existing partners.

The asset protection division will benefit from the recent restructuring in the future. The products division will concentrate on increasing the range of physical security products with continued product development and certification. The development of staff remains at the heart of this strategy within the service division as the UK based team of field-based technicians supports an increasing number of third party products not related to Safetell's traditional core business. Additional resources have been deployed to bolster a sales and marketing effort to pursue this strategy and early stage negotiations with potential partners are initially positive.

The Board is encouraged by the Group's return to profitability and looks forward to the remainder of the current year with confidence.

M DWEK

Chairman

18 September 2019

Strategic Report

Business model

The Group is principally engaged in the design, manufacture and supply of products and services for the security of assets and personnel. The Group manages its operations through two divisions: Grosvenor Technology, its electronic division, and Safetell, its asset protection division.

The electronic division comprises two main product streams, being the design and distribution of:

   --        access control (AC) systems (hardware and software); and 

-- human capital management (HCM) hardware for time-and-attendance, shop-floor data collection, and access control systems.

Both activities have their own design teams creating products to meet the demands of their own markets and the specific needs of customers. That said, the business increasingly sees synergies between the two lines of business as end user needs are driving convergence of both access control and human capital management. In addition, centralised sales and marketing, purchasing, dispatch and finance functions supplement the requirements of both activities. Manufacturing is mainly performed by external contractors using our intellectual property.

The majority of our access control customers are security installation companies dealing directly with end users. For HCM equipment, the majority of our customers are value-added resellers (VARs) dealing with either installation companies or end users. The division also has the capability to work on special projects directly with end users, assisting with the design and specification of systems to meet specific customer requirements. These tend to be larger contracts where the end user needs to ensure that their specifications are fully met.

The asset protection division comprises two main product streams:

-- Design and installation of fixed and reactive security screens, reception counters, cash management systems and associated physical security equipment; and

-- Service and maintenance of the above equipment, as well as CCTV systems, automatic door operators, locks and other 3rd party equipment utilising a national network of security vetted installers.

The certified security products provide protection for staff and customers against the four main forms of security: risk, namely physical attacks and abuse, bombs and blasts from explosive devices, protection against gun attacks, and fire resistant protection incorporated within the products mentioned previously.

Each security risk requires unique products which are not always interchangeable and Safetell works with customers, security consultants and certification bodies to design, develop and test products to ensure their suitability and provision of effective protection.

Safetell's work is mainly project based and each project has its own customer specific needs and requires close co-operation with architects and security consultants to develop cost effective security solutions.

Safetell has forged key relationships with suppliers of other security products that complement its own range of products to provide a complete security solution to customers and will continue to seek and develop suitable security products to provide a single source supply of security products on projects.

Customers of the asset protection division range from leading blue-chip organisations to single sites, including banks and building societies, post offices, police forces, railway companies, local authorities and government departments, petrol outlets, hospitals, convenience stores, retailers and supermarket chains. The market varies across the product range.

 
    Key performance indicators 
                                                         2018/19     2017/18 
                                                         GBP'000     GBP'000 
    Revenue from continuing operations                    19,583      16,052 
 
    Gross profit before exceptional items 
     from continuing operations                            7,765       5,792 
    Gross profit from continuing operations                7,705       5,094 
   Gross profit percentage before exceptional 
    items from continuing operations                       39.7%       36.1% 
    Gross profit percentage from continuing 
     operations                                            39.3%       31.7% 
    Financial review 
    Revenue in the year was again GBP19.6m 
     analysed as follows: 
                                                                   Increase/ 
                                                2018/19  2017/18  (decrease) 
                                                GBP'000  GBP'000 
    Electronic division 
    Access control                                4,071    3,842        6.0% 
    Human capital management                      6,908    4,118       67.8% 
                                                -------  -------  ---------- 
    Total electronic division                    10,979    7,960       37.9% 
                                                -------  -------  ---------- 
    Asset protection division 
    Products                                      4,810    4,874      (1.3%) 
    Service                                       3,794    3,218       17.9% 
                                                -------  -------  ---------- 
    Total asset protection division               8,604    8,092        6.3% 
                                                -------  -------  ---------- 
    TOTAL                                        19,583   16,052       22.0% 
                                                =======  =======  ========== 
 

There has been some overall improvement in gross margin in the year but those margins vary across product lines and customers.

A detailed review of the activities, results and future developments is set out in the divisional sections below.

Electronic division (Grosvenor Technology)

Human Capital Management (HCM)

Revenues from HCM increased by 67.8% from GBP4,118k to GBP6,908k. The split we identified between North American and other HCM solutions providers, in terms of their specific needs and drivers, continues. This has allowed the business to be much more tailored in its approach to each market and that strategy continues to bear fruit.

In the US, where the HCM sector (and consequently each of its sub-sectors) is larger, growth has been aided by increasing the scope of services offered, particularly in the areas of data protection and management. HCM providers are now choosing Grosvenor to provide a range of services on a subscription Software-as-a-Service (SaaS) basis and this is expected to increase revenues from the modest levels achieved since it's inauguration in late 2018/19. These services allow our clients to add greater value to their end-user clients and better aligns our commercial model with that of our customers' downstream sales model, which itself is often on a subscription basis.

Elsewhere, the HCM sector remains less mature and of smaller scale. In Europe, for example, HCM providers often look to adjacent technology sectors to allow them to offer additional services downstream. Grosvenor's Access Control line of business has been a further driver of revenues within the HCM customer base as synergies between the product and services offerings have facilitated our cross-sale approach.

US revenues increased by 167% to GBP4,515k (2018: GBP1,689k) and has provided the most success and opportunities. While data-collection edge devices (hardware) remain at the heart of the offering, our data protection and edge-device management software services are becoming increasingly important in the purchase decision criteria of our clients.

In the rest of the world, HCM revenues remained broadly constant at GBP2,393k (2018: GBP2,429k). There were no significant major end-user projects, which have been a feature of prior periods, but organic growth was shown across the majority of existing clients. Negotiations began with several large HCM providers based in Europe and Australia, with a view to providing a range of hardware and software as a service, and those negotiations will continue into the current financial year.

The US continues to provide exciting opportunities for both software and hardware sales and is expected to continue to grow in the current financial year. Investment in the region continues to be increased and it is anticipated that both headcount and market will be increased in the forthcoming periods to ensure this opportunity is realised.

Access Control (AC)

Overall, AC revenues increased 6.0% to GBP4,071k (2018: GBP3,842k).

As reported last year, the legacy Janus platform has now been retired and the End-User upgrade programme to the later Sateon platform has now been completed. The decline in Janus revenues, however, was less pronounced than in the previous period, with sales at GBP1,218k (2018: GBP1,254k), a decrease of 2.9%. Revenues are expected to continue to decline in future periods in line with the reduced demand for the legacy hardware.

Following the trend seen in previous periods, Sateon revenues grew 8.9%, reaching GBP2,818k (2018: GBP2,588k). As anticipated, the final release of this AC platform was made available during the year and no further development is being carried out other than essential maintenance. The focus is now on maintaining revenues at the current level with existing customers.

Towards the end of the financial year Grosvenor released its new platform Janus C4, an Integrated Security Management and Access Control product aimed at the increasing industry demand for single-platform, multi- discipline solutions. The software was developed in collaboration with a third party company and utilises the Grosvenor Advance hardware that has proved successful on the Sateon platform.

Asset Protection Division (Safetell)

Revenue in the year increased by 6.3% to GBP8,604k (2018: GBP8,092k) analysed as follows:

 
                                 Increase/ 
               2018/19  2017/18  (decrease) 
               GBP'000  GBP'000 
    Products     4,810    4,874      (1.3%) 
    Service      3,794    3,218       17.9% 
               -------  -------  ---------- 
    Total        8,604    8,092        6.3% 
               =======  =======  ========== 
 

Safetell increased revenue by 6.3% with products revenue declining only slightly despite increased competition and depletion of traditional niche products. The sales of products to public sector markets continued to be affected by a lack of investment as a direct result of budgets cuts and Brexit uncertainty. As the market contracted, we experienced increased pressure from customers to reduce prices whilst we saw an increase in the number of competitors.

Products division

Products revenue decreased by 1.3% with revenue from high street banks and building societies decreasing by 33.4% and 23.8% respectively compared to last year as they move away from fortress counters to open plan branches. Revenue from sales of time delayed cash handling equipment to the Post Office increased 16.7% due to orders received as part of the Post Office's Network Development Programme. As this programme is completed, this revenue stream will reduce. Revenue from other cash handling sales increased as a result of a programme of work for a long-term customer. Revenue from sales of Security Doors decreased by 17.5% as our work is project based and we are reliant on customers and markets having programmes of work. All other product groups decreased by 7%. As in the previous year, revenue was characterised by numerous small projects with the absence of larger longer-term high value projects and, like the Service Division, continued to be affected by branch closures in the banking sector.

As a result of declining sales in this division and the lack of repeat programmes of refurbishment from our long- term and traditional customers, a business reconstruction plan was implemented in the last quarter of the year and resulted in staff reduction and other cost saving measures. Unprofitable customers and product groups have been removed and increased marketing efforts will concentrate on sales of supply only products and projects that fall within Safetell's traditional product offering. As part of the cost savings, the Kempston warehouse has been closed and plans are in place to consolidate the warehouse and main offices in Dartford which will be completed by the end of December 2019.

Despite developing new products that are certified to UK security standards, sales of counter terror security equipment for staff and customer protection have not increased and the lack of sales is due to reduced spending by Corporate and Public sectors as a result of continued uncertainty caused by Brexit. However, we believe that product certification to UK security standards is important to maintain as the standards are updated as security risks change and this ensures that the Safetell product range provides protection against all the latest security threats and forms of attack. Safetell provides its products predominately to the UK market and these standards are favoured ahead of European and other international security standards and certification. In anticipation of this, Safetell will continue with its programme of selected product certification for bullet, blast and manual attack. Product margins continue to be affected by the increased costs of raw materials and imported components and we expect this trend to continue.

Service division

The Service Division continued its bank branch upgrade work and delivered sales 17.9% higher than those reported last year. This was against a backdrop of a general reduction in bank and building society sites in the high street. Overheads were reduced by 1.7% as the business managed its field resource with less head office involvement now that the Enterprise Resource Planning ("ERP") system has been fully embedded. Margins were slightly diminished by two percentage points as a result of entering new markets which are non-niche and consequently more competitive. The strategy going forward continues to be to develop within new markets and resource has been introduced to further these aims.

Taxation

The tax charge for the year reflects the operating profit for the year and the partial utilisation of losses brought forward.

Statement of financial position and cash flow

Development costs continued to be capitalised in accordance with the accounting policy and the development costs within intangible assets on the balance sheet were GBP24k higher than the previous year with capitalised expenditure of GBP333k partly offset by amortisation of GBP309k.

Inventories increased from GBP1,608k to GBP2,599k due to the requirement to hold stock in an escrow account under one of the new supply agreements and the requirement to purchase stock and build finished goods for sales after the year end.

Trade receivables were GBP140k higher than the previous year reflecting both the timing of the increased revenue and the timing of payments by customers across the two divisions.

Trade payables increased from GBP1,066k to GBP1,565k as a result of the increased stock holding referred to above.

Overall net assets increased from GBP6,924k to GBP7,114k.

Cash inflow from operating activities for the year was GBP360k (2018: outflow GBP195k), reflecting the improved trading result for the year and the movements in working capital referred to above. Overall there was a decrease in cash and cash equivalents of GBP29k (2018: GBP297k) as a result of investment in intangibles to support new products, offset partially by funds from the invoice discounting facility and capital expenditure acquired on hire purchase.

Basic earnings per share from continuing operations are shown in the income statement as 0.04 pence (2018: basic loss per share 0.38 pence).

Divisional Strategy

Electronic division

Grosvenor is focused on delivering growth through the development of new products providing customers with business efficiency, peace of mind and flexibility through innovative technology. Our multi-regional exposure to customer needs informs both product design and ongoing product maintenance.

Grosvenor's diverse and evolving edge device product portfolio, of both access control and human capital management hardware solutions, means we are well positioned to capitalise on the crossover between these two aspects of electronic and data security. Continued investment ensures that the company stays at the forefront of this marketplace.

Long term strategies are in place to increase recurring revenues through the provision of more cloud-based services on an ongoing basis, particularly in the HCM sector. It is expected that this will deliver greater shareholder value over time as both quantity and quality of earnings increase through this strategy.

Grosvenor is well positioned with a roadmap which builds on our core competencies of technical excellence, agility and customisable products. With focus on HCM markets in the US, Europe, the Middle East and Africa ("EMEA") and access control generally, we are leveraging market growth and emerging trends and opportunities driven by both legislative and technological change.

HCM

Cloud and Software Platforms

Across 2018 and 2019 to date, Grosvenor continued to invest in developing the Cloud SaaS Platform - 'GT Services'. Utilising Microsoft's 'Azure' Cloud PaaS (Platform as a Service), GT Services offer a highly secure and scalable platform to manage Grosvenor Time Clocks, securely enrol, transmit/disseminate and store Personal Identifiable Information including Biometric Templates ('PII'). GT Services encompasses a powerful set of Clock and Data management tools to remotely provision, configure, manage and maintain Clocks. This significantly lowers the cost of ownership, providing users with proactive service irrespective of geography.

Our connected GT Services SaaS platform offers existing partners a compelling migration option from legacy 'on premise' solutions. Usage data collected from these edge devices provides analytical data and metrics on product usage, driving proactive maintenance and product roadmap design.

A key industry driver is currently, and is likely to remain, the regulation and legislation around PII. As the proliferation of biometric data-capture continues, how this data is treated remains an evolving situation. The EU and other regions operating under General Data Protection Regulation ('GDPR') currently has one standard approach to handling PII. The US however, has varying legislation on a state-by-state basis, thus causing significant challenges for HCM practitioners operating 'cross-state'.

Over the current financial year, Grosvenor will continue to invest in the development of the GT Services platform focusing on key pain points for our channel partners of PII security and regulatory compliance with GDPR and state-by-state biometric legislation in the US. This will offer key features such as recording consent of PII enrolment, encrypted storage and transmission of PII and tools to both facilitate information requests and erasure of unwanted PII. Grosvenor is now focusing all development of these services into Cloud based GT Services and as a result will no longer develop legacy on premise solutions.

The GT Services platform to be developed over the current financial year will build on this and offer a solution onto which future value-added services will be added. This abstracted and extensible approach offers an almost unlimited ability to integrate with other HCM partners' software solutions, through Cloud to Cloud or Cloud to On Prem mechanisms. Putting security, redundancy and flexibility at the core of this platform is key to its broad appeal as a vehicle for partner value added solutions.

Hardware Platforms

Grosvenor also continues to invest in developing its range of Time Clocks and this remains a key pillar of HCM growth strategy. The GT10 Android based platform has seen significant success and Grosvenor continues to build out the value-added software suite which accompanies the Android clock.

The GT4 mid-range Linux offering will be launched in the second quarter of 2019. This will offer a significantly enhanced user experience, capacity and performance gain over the IT31 which it supersedes, and which will be discontinued in due course.

Grosvenor believes that the innovative approach being taken to managing this connected estate of edge devices also offers significantly improved performance and data security whilst reducing production costs. This strategy intertwines with the business's desire to transition to a SaaS business model as customers increasingly derive additional benefit from having Grosvenor hardware continuously cloud connected.

Access Control

Software Platforms - Janus C4

In February 2019, Grosvenor launched the Janus C4 Access Control product. This Integrated Security Solution comes to the market with several key innovations, designed to provide an open integration platform with highly extensible architecture. This is fast following a growing industry trend to extend traditional 'narrow' Access Control solutions to broader integrated security management systems.

Access Control Hardware Platforms - Advance

The Advance hardware platform remains a key pillar in Grosvenor's Access Control offering. The Advance hardware platform is modular and multipurpose and now spans several distinct Grosvenor Access Control software offerings; Sateon Advance, Janus C4 and Cloud Enabled OEM variant.

The Advance hardware platform, with embedded Linux operating system has enabled Grosvenor to develop powerful "Open Protocol" industry standard Rest Application Programmer Interfaces ('API's) for third party integration. This facilitates support for the latest secure Open Supervised Device Protocol ('OSDP'). OSDP is the most contemporary and secure encrypted and performant reader solution available in the global Access Control market. Janus C4 and Advance OEM both fully support the OSDP standards.

Another key development for the current financial year includes built-in RS485 Protocol communications to support legacy wiring infrastructure, thus making the solution capable of being retrofitted into existing legacy buildings as well as the very latest "IP" or "Cloud" infrastructures.

Asset protection division

Safetell is one of the industry leaders with a number of high-demand physical security products and is well placed to service this market. The market for physical security products and services is stagnant as a direct result of the uncertainties created by the prolonged Brexit negotiations, despite the ever-increasing threat of terrorism and crime,that should place security high on the priority list for both the Public and Private sector clients. Safetell will use this lull in the market to consolidate resources and staff, review products and service offerings and update product certification to ensure readiness for a return to normal after the UK's proposed exit from the European Union.

Safetell intends to develop a strategic business model based on a continuous improvement of skills and processes and apply all requirements of its quality and environmental policies. The company's policy is to maintain the highest standards of product quality, meeting statutory and regulatory requirements by the control of its sales, purchasing, production, delivery, installation and service activities.

Safetell has developed a risk-based strategy which has been deployed, and along with identifying the owners of the risks, the company is able to quantify the levels of risk and the potential outcomes, if those risks were to materialise. All identified risks are monitored and managed by the company directors, senior management and process owners.

The strategy for the company is to broaden the customer base and product range and focus on security solutions encompassing all product groups. Safetell already has a well-established blue-chip customer list, particularly in the banking and finance sector, but aims to extend to other sectors whilst at the same time offering a greater range of products within existing sectors. Specifically, Safetell will seek to address supermarket and retail chains particularly with ATM security related products, blast and ballistic proof doors and walls, and fire resistant doors. With the increase in terrorism in the UK, products have been developed and certified with the government CPNI blast resist ant programme and existing products have been recertified to the latest BSEN 1522/23 (1999) ballistic standards. A programme of product certification with The Loss Prevention Certification Board (LPCB) will be completed in the current year, ensuring these products comply with the latest UK manual attack resistant standards. Due to the high cost of certification and testing, Safetell has entered into strategic partnerships with manufacturers of various additional security products manufactured within the UK and in Europe. Although these products are applicable to counter terrorism applications, the products are marketed to existing customers and markets who wish to strengthen their security and provide increased safety to staff.

Principal risks and uncertainties

Sales of new products

The Group has incurred substantial strategic expenditure on new developments within the electronic division, based on market intelligence but a risk exists due to the dynamic nature of the market itself. The Group mitigates this risk by carrying out customer trials and ascertaining features required by customers.

Service agreements

The majority of service revenues within the asset protection division are from 1 to 3 year service agreements and there is the risk that these may not be renewed. The company has service level agreements with these customers which are closely monitored and holds regular meetings with those customers to check on their satisfaction levels. If the service agreements are not renewed it is likely that those customers would still require our services but would be charged on a call out basis.

Market conditions

The asset protection division product range is targeted at both the private (particularly financial, retail and construction sectors) and the public sector. Customer refurbishment programmes within the financial sector continue to act as an underlying positive trend for demand for many of the division's products. Our business is reliant on the timing of customer programmes and there is a risk that these may be delayed. The division mitigates this risk by offering a wide range of product offerings, continuous new product development and maintaining a close working relationship with its customers so that we are aware of any potential delays. The continuing uncertainty over the possibility of Brexit continues to affect the budgets of customers and consequently the level of our order books.

Input prices and availability

Operating performance is impacted by the pricing and availability of its key inputs, which include electronic components, steel and security glass. The pricing of such inputs can be quite volatile at times due to supply and demand dynamics and the input costs of the supply base. The Group manages the effect of such demands through a rigid procurement process, long-term relationships with suppliers, economic purchasing, multiple suppliers and inventory management. Prices of imported products and components from the EU have continued to be affected after the Brexit vote as a result of the fall in value of the pound and this uncertainty continues.

The Board have been reviewing the potential impact of Brexit including looking at alternative sources of supply, as well as increasing stock levels in the short term until the outcome of the current negotiations becomes clearer. With this continuing uncertainty concerning the possible impact of the value of sterling and import tariffs following the conclusion of these negotiations, the Board continues to monitor the situation and the risks involved.

Quality control

There is the potential for functional failure of products when put to use, thereby leading to warranty costs and damage to our reputation. Quality control procedures are therefore an essential part of the process before the product is delivered to the customer. With the support of external auditors, the quality control systems are reviewed and improved on an on-going basis to ensure that the Group is addressing through a certification process which is undertaken by a recognised and reputable authority before being brought to market.

Approval

This Strategic Report was approved by order of the Board on 18 September 2019.

By order of the Board

 
CONSOLIDATED INCOME STATEMENT 
 for the year ended 30 April 2019 
                                                              2019      2018 
                                                    Note   GBP'000   GBP'000 
 Revenue                                                    19,583    16,052 
 Cost of sales (including: GBP60,000 exceptional 
  redundancy cost (2018: including GBP698,000 
  exceptional development cost impairment))               (11,878)  (10,958) 
                                                          --------  -------- 
 Gross profit                                                7,705     5,094 
 Administrative expenses (2019: including 
  GBP292,000 exceptional redundancy costs 
  (2018: GBP140,000))                                      (7,413)   (6,971) 
                                                          --------  -------- 
 
 Profit/(loss) from operations before exceptional 
  items                                                        644   (1,039) 
 Exceptional impairment provision of development 
  costs                                                          -     (698) 
 Exceptional redundancy cost                                 (352)     (140) 
--------------------------------------------------  ----  --------  -------- 
 Profit/(loss) from operations                                 292   (1,877) 
 Finance costs                                                (72)      (50) 
                                                          --------  -------- 
 Profit/(loss) before tax                                      220   (1,927) 
 Tax (charge)/credit                                   3      (25)       172 
                                                          --------  -------- 
 Profit/(loss) for the year from continuing 
  operations                                                   195   (1,755) 
 Loss of discontinued operation net of tax                     (6)     (113) 
                                                          --------  -------- 
 Profit/(loss) for the year                                    189   (1,868) 
                                                          ========  ======== 
 Attributable to: 
 - Equity holders of the parent                                189   (1,868) 
                                                          ========  ======== 
 Earnings/(loss) per share 
 - Basic (pence)                                             0.04p   (0.40p) 
                                                          ========  ======== 
  - Diluted (pence)                                          0.04p   (0.40p) 
                                                          ========  ======== 
 Earnings/(loss) per share from continuing 
  operations 
 - Basic (pence)                                             0.04p   (0.38p) 
                                                          ========  ======== 
 - Diluted (pence)                                           0.04p   (0.38p) 
                                                          ========  ======== 
 
 
 
 
 
 
 
   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
    for the year ended 30 April 2019 
                                                             2019     2018 
                                                          GBP'000  GBP'000 
    Profit/(loss) for the year                                189  (1,868) 
    Items that will or may be reclassified to profit 
     or loss: 
    Foreign exchange gains on retranslation of overseas 
     operations                                                 1      (8) 
                                                          -------  ------- 
    Total comprehensive income for the year                   190  (1,876) 
                                                          =======  ======= 
    Attributable to: 
    - Equity holders of the parent                            190  (1,876) 
                                                          =======  ======= 
 
 
  CONSOLIDATED STATEMENT OF FINANCIAL POSITION at 30 April 2019 
                                                                 2019             2018 
                                                              GBP'000          GBP'000 
   ASSETS 
    Non-current assets 
    Property, plant and equipment                                 491            378 
    Intangible assets                                           4,753            4,734 
                                                         ------------  --------------- 
    Total non-current assets                                    5,244            5,112 
                                                         ------------  --------------- 
    Current assets 
    Inventories                                                 2,599         1,608 
    Trade and other receivables                                 3,262            2,834 
    Cash and cash equivalents                                   1,041            1,069 
                                                         ------------  --------------- 
    Total current assets                                        6,902            5,511 
                                                         ------------  --------------- 
    Total assets                                               12,146           10,623 
    LIABILITIES 
    Current liabilities 
    Trade and other payables                                   3,987           3,051 
    Other short term borrowings                                   796              491 
    Total current liabilities                                   4,783            3,542 
                                                         ------------  --------------- 
    Non-current liabilities 
    Long term borrowings                                          149               53 
    Provisions                                                    100              100 
    Deferred tax                                                    -                4 
                                                         ------------  --------------- 
    Total non-current liabilities                                 249              157 
                                                         ------------  --------------- 
    Total liabilities                                           5,032            3,699 
                                                         ------------  --------------- 
    TOTAL NET ASSETS                                            7,114            6,924 
                                                         ============  =============== 
    Capital and reserves attributed to equity holders 
     of the company 
    Share capital                                               4,687            4,687 
    Share premium reserve                                         553              553 
    Merger reserve                                                801              801 
    Foreign exchange difference reserve                         (132)            (133) 
    Retained earnings                                           1,165              976 
                                                         ------------  --------------- 
                                                                7,074            6,884 
    Non-controlling interest                                       40               40 
                                                         ------------  --------------- 
    TOTAL EQUITY                                                7,114            6,924 
                                                         ============  =============== 
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 April 2019 
                                                    2019     2019     2018     2018 
                                                 GBP'000  GBP'000  GBP'000  GBP'000 
    Cash flow from operating activities 
    Net profit/(loss) after tax                      189           (1,868) 
    Adjustments for: 
    Depreciation, amortisation and impairment        619             1,582 
    Net interest expense                              72                50 
    Gain on sale of property, plant and 
     equipment                                      (32)              (21) 
    Income tax credit                                 25              (80) 
                                                 -------           ------- 
    Operating cash flow before changes 
     in working capital                              873             (337) 
    (Increase)/decrease in trade and other 
     receivables                                   (414)               453 
    (Increase)/decrease in inventories             (991)                38 
    Increase/(decrease) in trade and other 
     payables                                        937             (349) 
                                                 -------           ------- 
    Cash generated from operations                            405             (195) 
    Income taxes paid                                        (45)                 - 
    Cash flows from operating activities                      360             (195) 
    Cash flow from investing activities 
    Payments for property, plant & equipment       (196)           (1,576) 
    Sale of property, plant & equipment               53             1,525 
    Capitalised intangible assets                  (333)             (368) 
                                                            (476)             (419) 
    Cash flow from financing activities 
    Proceeds from bank loan                            -               840 
    Repayment of bank loan                             -             (840) 
    Repayment of finance lease creditors            (87)              (80) 
    Proceeds from invoice discounting                246               447 
    Net interest paid                               (72)              (50) 
                                                 -------           ------- 
                                                               87               317 
                                                          -------           ------- 
    Net decrease in cash and cash equivalents                (29)             (297) 
    Cash and cash equivalents at beginning 
     of year                                                1,069             1,370 
    Exchange gain on cash and cash equivalents                  1               (4) 
                                                          -------           ------- 
    Cash and cash equivalents at end 
     of year                                                1,041             1,069 
                                                          =======           ======= 
 
 
                                                                      2019     2018 
                                                                   GBP'000  GBP'000 
    Cash and cash equivalents for purposes 
     of the statement of cash flow comprises: 
    Cash available on demand                                         1,041    1,069 
                                                                   =======  ======= 
    Significant non-cash transactions 
     are as follows: 
    Financing activities 
    Assets acquired under finance leases                               242        - 
                                                                   =======  ======= 
 
 
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
                        Share  Share premium    Merger    Foreign   Retained          Amount  Non-controlling    Total 
                      capital                  reserve   exchange   earnings    attributable         interest   equity 
                                                          reserve                  to owners 
                                                                                   of parent 
                      GBP'000        GBP'000   GBP'000    GBP'000    GBP'000         GBP'000          GBP'000  GBP'000 
    1 May 2017          4,687            553       801      (125)      2,844           8,760               40    8,800 
    Loss for the 
     year                   -              -         -          -    (1,868)         (1,868)                -  (1,868) 
    Other 
     comprehensive 
     income                 -              -         -        (8)          -             (8)                -      (8) 
                     --------  -------------  --------  ---------  ---------  --------------  ---------------  ------- 
    Total 
     comprehensive 
     loss for the 
     year                   -              -         -        (8)    (1,868)         (1,868)                -  (1,876) 
    30 April 2018       4,687            553       801      (133)        976           6,884               40    6,924 
                     ========  =============  ========  =========  =========  ==============  ===============  ======= 
    1 May 2018          4,687            553       801      (133)        976           6,884               40    6,924 
    Profit for the 
     year                   -              -         -          -        189             189                -      189 
    Other 
     comprehensive 
     income                 -              -         -          1          -               1                -        1 
                     --------  -------------  --------  ---------  ---------  --------------  ---------------  ------- 
    Total 
     comprehensive 
     income for the 
     year                   -              -         -          1        189             190                -      190 
 
    30 April 2019       4,687            553       801      (132)      1,165           7,074               40    7,114 
                     ========  =============  ========  =========  =========  ==============  ===============  ======= 
 
 

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2019

1. Basis of preparation

The financial information set out above for the years ended 30 April 2019 and 2018 does not constitute the Group's statutory accounts within the meaning of Section 434 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for the year ended 30 April 2018 have been delivered to the Registrar of Companies and those for 2019 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts. The auditors' reports were unqualified and did not contain statements under s.498 (2) or (3) Companies Act 2006. The results have been prepared using accounting policies consistent with those used in the preparation of the statutory accounts.

The financial statements have been prepared in accordance with EU endorsed International Financial Reporting Standards (IFRSs) and its interpretations (IFRICs) issued by the International Accounting Standards Board (IASB) and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRS.

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of income and expenses, and assets and liabilities. These judgements and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis of making the judgements about carrying values of assets and liabilities. Actual results may differ from these estimates.

These estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to the accounting estimates are recognized in the period in which revision is made.

2. New standards, interpretations and amendments effective from 1 May 2018

New standards impacting the Group that have been adopted in the Group annual financial statements for the year ended 30 April 2019, and which have given rise to changes in the Company's accounting policies are:

   --           IFRS 9 Financial Instruments (IFRS 9); and 
   --           IFRS 15 Revenue from Contacts with Customers (IFRS 15) 

IFRS 9 has introduced a new classification approach for financial assets and liabilities. The categories of financial assets are now reduced from four to three categories -measured at amortised cost, fair value through other comprehensive income or fair value through profit and loss. The new classifications have had no difference on measurement as all financial assets and financial liabilities held by the Group remain at amortised cost. The standard also prescribes an "expected credit loss" model for determining the basis for providing for bad debts. The Group applied the fully retrospective transition method and concluded that there was no material impact on the Group financial statements due to the adoption of IFRS 9.

IFRS 9 has introduced a new impairment model which is applicable for financial assets including inter-company debtors for the parent company. Applying this to the financial assets held, there has been no change to the level of provisions applied.

IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Effective for periods beginning on or after 1 January 2018, IFRS 15 has superseded the previous revenue recognition guidance including IAS 18 revenue, IAS 11 construction contracts and the related interpretations. Based on management's review of IFRS 15 under the fully retrospective transition method, revenue recognition under IFRS 15 is materially consistent with previous practice for the Group's revenue recognition and there was no material impact on the financial statements due to the adoption of IFRS 15.

Under IAS 18, revenue was recognised at the point that the risks and rewards were transferred to the customer. Management have performed an assessment of the contracts for all revenue streams as IFRS 15 requires an assessment to the distinct performance obligations and when control passes to the customer. It has been concluded that the point the control passes to the customer is the same as risks and rewards under IAS 18 and, therefore, there is no impact on the figures or the timing of recognition of revenue.

New standards, interpretation and amendments not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. All these standards, with the exception of IFRS 16 Leases (mandatorily effective for periods beginning on or after 1 January 2019) are not expected to have a material impact on the Group.

IFRS 16 Leases

Adoption of IFRS 16 will result in the Group recognising right-of-use assets and lease liabilities for all contracts that are, or contain, a lease. For leases currently classified as operating leases, under current accounting requirements the Group does not recognise related assets or liabilities, and instead spreads the lease payments on a straight -line basis over the lease term, disclosing in its annual financial statements the total commitment.

The Board has decided it will apply the modified retrospective adoption method in IFRS 16, and, therefore, will only recognise leases on the balance sheet as at 1 May 2019. In addition it has been decided to measure right--of--use assets by reference to the measurement of the lease liability on that date. This will ensure there is no immediate impact to net assets on that date. At 30 April 2019 operating lease commitments amounted to GBP1,416k, which is not expected to be materially different to the anticipated position on 30 April 2020 or the amount which is expected to be disclosed at 30 April 2020. Assuming the Group's lease commitments remain at this level, the effect of discounting those commitments is anticipated to result in right--of--use assets and lease liabilities of approximately GBP1.2m being recognised on 30 April 2020. However further work still needs to be carried out to determine whether and when extension and termination options are likely to be exercised, which will result in the actual liability recognised being higher than this.

Instead of recognising an operating expense for its operating lease payments, the Group will instead recognise interest on its lease liabilities and amortisation on its right--of--use assets. This will increase reported EBITDA by the amount of its current operating lease cost, which for the year ended 30 April 2019 was approximately GBP465k.

3. Taxation

The tax charge for the year reflects the operating profit for the year and the partial utilisation of losses brought forward.

4. Segment information

Description of the types of products and services from which each reportable segment derives its revenues

The Group has 2 main reportable segments:

-- Electronic division - This division is involved in the design, manufacture and distribution of access-control systems (hardware and software) and the design, manufacture and distribution of HCM hardware only, for time-and-attendance, shop-floor data collection, and access control systems. This division contributed 56.1 per cent. (2018: 49.6 per cent.) of the Group's revenue.

-- Asset Protection division - This division is involved in the design, manufacture, installation and maintenance of fixed and reactive security screens, reception counters, cash management systems and associated security equipment. This division contributed 43.9 per cent. (2018: 50.4 per cent.) of the Group's revenue.

Factors that management used to identify the Group's reportable segments

The Group's reportable segments are strategic business units that offer different products and services. The two divisions are managed separately as each involves different technology, and sales and marketing strategies. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

 
 Segment assets and liabilities exclude group company balances. 
                                                                        Asset 
                                                     Electronic    Protection     Total 
                                                           2019          2019      2019 
                                                        GBP'000       GBP'000   GBP'000 
 Revenue 
 Total revenue                                           10,979         8,604    19,583 
 Revenue from external customers                         10,979         8,604    19,583 
                                                    -----------  ------------  -------- 
 
 Finance cost                                                50            10        60 
 Depreciation                                                87           194       281 
 Amortisation                                               314             -       314 
 Impairment provision                                         -             -         - 
 Segment profit before income tax from continuing 
  activities                                              1,035           321     1,356 
 Loss before income tax of discontinued operation           (6)             -       (6) 
 Segment profit before income tax                         1,029           321     1,350 
                                                    -----------  ------------  -------- 
 
 Additions to non-current assets                            454           310       764 
 Disposals of non-current assets                              -            21        21 
 Reportable segment assets                                9,216         3,113    12,329 
 Reportable segment liabilities                           2,499         1,984     4,483 
 
                                                                        Asset 
                                                     Electronic    Protection     Total 
                                                           2018          2018      2018 
                                                        GBP'000       GBP'000   GBP'000 
 Revenue 
 Total revenue                                            7,960         8,092    16,052 
 Revenue from external customers                          7,960         8,092    16,052 
                                                    -----------  ------------  -------- 
 
 Finance cost                                                28             5        33 
 Depreciation                                               111           214       325 
 Amortisation                                               534             -       534 
 Impairment provision                                       698             -       698 
 Segment (loss)/profit before income tax from 
  continuing activities                                 (1,234)           379     (855) 
 Loss before income tax of discontinued operation          (21)             -      (21) 
 Segment profit before income tax                       (1,255)           379     (876) 
                                                    -----------  ------------  -------- 
 
 Additions to non-current assets                          1,926            16     1,942 
 Disposals of non-current assets                          1,525             -     1,525 
 Reportable segment assets                                7,351         3,214    10,565 
 Reportable segment liabilities                           1,554         1,716     3,270 
 
 
 Reconciliation of reportable segment revenues, profit or loss, 
  assets and liabilities to the Group's corresponding amounts: 
                                                          2019      2018 
                                                       GBP'000   GBP'000 
 Revenue 
 Total revenue for reportable segments                  19,583    16,052 
 
                                                          2019      2018 
                                                       GBP'000   GBP'000 
 Profit or loss before income tax expense 
 Total profit or loss for reportable segments            1,356     (855) 
 Parent company salaries and related costs               (596)     (525) 
 Other parent company costs                              (540)     (547) 
                                                      --------  -------- 
 Profit/(loss) before income tax expense                   220   (1,927) 
 Corporation taxes                                        (25)       172 
                                                      --------  -------- 
 Profit/(loss) after income tax expense (continuing 
  activities)                                              195   (1,755) 
                                                      --------  -------- 
 
                                                          2019      2018 
                                                       GBP'000   GBP'000 
 Assets 
 Total assets for reportable segments                   12,329    10,565 
 PLC (bank overdraft set off against other group 
  cash balances in consolidated figures)                 (183)        58 
 
 Group's assets                                         12,146    10,623 
                                                      --------  -------- 
 
 Liabilities 
 Total liabilities for reportable segments               4,483     3,270 
 PLC                                                       549       429 
                                                      --------  -------- 
 Group's liabilities                                     5,032     3,699 
                                                      --------  -------- 
 
 
                                  Reportable               Group   Reportable               Group 
                                      totals       PLC    totals       totals       PLC    totals 
                                        2019      2019      2019         2018      2018      2018 
                                     GBP'000   GBP'000   GBP'000      GBP'000   GBP'000   GBP'000 
 Other material items 
 Capital expenditure                     764         7       771        1,942         2     1,944 
 Disposals non-current 
  assets                                  21         -        21        1,525         -     1,525 
 Depreciation and amortisation           595        24       619          859        25       884 
 Impairment of development 
  costs                                    -         -         -          698         -       698 
 
 
 Geographical information: 
           Non-current assets 
              by location of 
                  assets 
               2019        2018 
 UK         GBP'000     GBP'000 
 USA          5,243       5,109 
                  1           3 
         ----------  ---------- 
              5,244       5,112 
         ----------  ---------- 
 

There were no customers that account for more than 10% of Group revenue (2018: revenue from one customer in the asset protection division totalled GBP2,005,000).

   5.         Dividends 

The Directors are not proposing a final dividend (2018: nil pence) .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR SFEFWAFUSEDU

(END) Dow Jones Newswires

September 19, 2019 02:00 ET (06:00 GMT)

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