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Final Results

18 Mar 2011 09:52

RNS Number : 2113D
Pentagon Protection PLC
18 March 2011
 



Pentagon Protection plc

Final results for the year ended 30 September 2010

 

Introduction

I present the results for Pentagon Protection Plc for the year ended 30 September 2010.

This has been a transformational period for the Group, with the sale of Pentagon Protection (UK) Limited (PP UK) and the acquisition, since the year end, of International Glass Solutions LLC (IGS), allowing the Group to find a real foothold in the US market. In addition, since the year end, we have made two senior appointments with Patric Fransko moving from a non-executive role to Executive Director in charge of US Operations and Steve Chambers joining the board as Managing Director for UK operations. I strongly believe that the combination of these appointments and corporate transactions provide us with a firm foundation to take the business forward.

The Group is reporting a profit of £1,544 for the year (2009; Loss £1,349,862) which is set against a backdrop of significantly reduced turnover and an increase in operating losses. This profit has been achieved as a result of the profit recognised on disposal of PPUK and the reversal of the warranty claim provision in last year's figures. A significant proportion of management time and effort has been devoted to the disposal of PPUK and the handling of the warranty claim and this exacerbated a poor trading performance which reflected the general worldwide decline in trade as a result of the global economic crisis. I will report in further detail on the financial and operational performance below.However I am pleased to be able to report that the distraction of the warranty claim has now been removed from our senior managers' attention and this combined with the senior appointments I have referred to provides us with sufficient management capability to tackle the future with confidence.

Financial Review

As highlighted above, 2010 has been a mixed year. General trends show that whilst turnover has fallen, gross profit margins have increased, and although the loss from trading was substantial, this was compensated for by exceptional items to produce a small net profit overall for the year.

Turnover has fallen in the year from £2,948,574 to £1,763,809, representing a decrease of £1,184,765 (or 40%). There has been a general decrease across all regions, the largest being a disappointing decrease of 98% in sales to the Americas. We feel that this problem will be addressed by the acquisition of IGS, which gives us a full US presence, including two offices, some dedicated staff as well as the appointment of one of our non-executive directors, Patric Fransko, to a fully executive role of Director of US Operations.

Although the gross profit fell in absolute terms as a direct result of the drop in sales volume, (by £125,178 from £715,297 in 2009 to £590,119 in 2010) the gross profit margin increased from 24% in 2009 to 33% in 2010. We have maintained this increased level of margin into the current year and if this trend continues we should see a marked increase in Gross Profit as turnover returns to historic levels.

Whilst distribution costs have fallen 21% in the year (£94,802 compared with £119,618 in 2009), largely as a result of the downturn in turnover, administration costs at £1,181,394 (2009: £1,025,316) have been inflated as a result of the acquisition activity and the cost of share options granted in the year (being a non-cash, accounting adjustment only). This is despite the cost cutting exercise that has been carried out and which will be better reflected in the administrative costs of the current year.

The net impact of the increased margin and overheads has been to restrict the operating loss before exceptional items to £681,467 (2009: £425,014) despite a £1.2 m reduction in turnover.

There have then been two exceptional items in the year. The disposal of PP UK during the current year realised a profit on disposal of £461,865. The Group may receive further consideration for the company in the future dependent upon its future profitability. The other exceptional item was the reversal of the warranty claim provided for in the 2009 Financial Statements.

The Group Statement of Financial Position shows a stronger net asset position of £451,557 in 2010, compared with £95,345 in 2009, an increase of £356,212. This is largely due to the disposal of PP UK Limited.

There has been an increase in the Group cash position, which is £178,056 in 2010 compared to £44,467 in 2009, representing an increase of 300%. This is primarily due to the issue of shares in the year and the collection of trade receivables.

The Board does not recommend the payment of a dividend.

Operational review

The general world economy continues to be challenging, however the ongoing threat of terrorism, and political unrest in the Middle East, represents opportunities for the Group.

Disposal of Pentagon Protection (UK) Limited

As mentioned above, during the year the Group disposed of one of its trading subsidiaries, PP UK. The practical impact of this has been to remove the distraction of resolving the outstanding warranty claim from the Group's day-to-day trading and place this responsibility with the former management of the Group with a view to resolving the issue to the satisfaction of all parties. As the Group's major contracts have in recent years been held by the Plc (although historically serviced by PP UK) the disposal should have no adverse impact on trading and in fact the Group has recently commenced work on the European Commission film contract which is the largest contract undertaken by the Group in its history to date.

Acquisition of International Glass Solutions LLC

On 25 October 2010, the Group acquired from me 100% of the share capital of IGS, a company incorporated in the USA. The acquisition was part of a series of measures to strengthen the position of the Group and to allow it to gain a firm place in the US market.

IGS is run by Patric Fransko, who has been one of Pentagon's non-executive directors since 2 March 2009. IGS provides film-based glazing solutions covering a wide range of applications, including blast mitigation and improving energy efficiency. IGS has built a number of strategic partnerships and I am confident this acquisition will give the Group a strong foothold in the USA. As reported above Patric will now adopt an executive role within Pentagon, adding significant experience to, and strengthening, the management team. Patric is also going to become the Group CEO, with specific responsibility for developing the business in the USA.

Security products and services

The Group's subsidiary in this field, SDS Group Limited, continues to seek and exploit opportunities in its field. The company has worked very closely with the Metropolitan Police over the last year with a view to working together on large projects leading up to and during the 2012 Olympic Games in London.

Current Trading and Future Prospects

Looking to the future, I am very pleased to report the appointment of Steve Chambers as our new UK Managing Director in November 2010. Steve has extensive experience in the window film industry and associated energy markets, prior to which he had sixteen years experience in the United States Navy as an engineering officer. I am delighted to welcome him on board at such a crucial time in the Group's growth and progression globally and I am confident he will be able to help us to strengthen our strategy going forward and to return the Group to profitability and growth.

Whilst trade in the first half of the current year continued at a similar level to last year, as we completed the acquisition of IGS and the search for our new UK Managing Director, we have seen an upturn in recent months as Steve Chambers has begun to settle into his role and the European Commission contract has commenced and I look forward to reporting on the next 18 months trade which should reflect the hard work carried out to date.

Conclusion

The Group has performed well in what has been a busy and sometimes difficult year but I am excited about the prospects for the year ahead as we take the Group forward with renewed vigour and strategic focus.

On behalf of the Board, I would like to thank all of our employees for their continued hard work and support.

 

 

H ElZayn

Chairman

17 March 2011

 

Enquiries:

 

Pentagon Protection Plc

Haytham ElZayn, Chairman Tel: 01494 793 333

 

Seymour Pierce Tel: 020 7107 8000

Jonathan Wright

 

 

Statements of Financial Position

 

Group

Company

 

 

2010

2009

2010

2009

 

 

£

£

£

£

ASSETS

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible asset

 

-

18,540

-

-

Goodwill

 

351,360

351,360

-

-

Property, plant and equipment

 

15,917

35,163

6,946

-

Investments

 

______-

______-

545,921

767,338

 

 

367,277

405,063

552,867

767,338

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventories

 

193,151

173,058

2,000

-

Trade and other receivables

 

360,417

1,142,194

383,640

2,308,053

Cash and cash equivalents

 

178,056

44,467

38,382

679

 

 

731,624

1,359,719

424,022

2,308,732

 

 

________

________

_______

________

TOTAL ASSETS

 

1,098,901

1,764,782

976,889

3,076,070

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

 

642,989

662,098

418,356

90,575

Borrowings

 

4,355

77,191

4,355

_______-

 

 

647,344

739,289

422,711

__90,575

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Borrowings

 

-

4,348

-

-

Provisions

 

-

925,800

-

-

 

 

___ _____

________

__ _____

__________

 

 

________-

930,148

_______-

_________-

 

 

___ _____

________

___ ____

__ _______

Total liabilities

 

647,344

1,669,437

  422,711

90,575

 

 

 

 

 

 

Equity

 

 

 

 

 

Issued capital

 

801,918

641,418

801,918

641,418

Share premium account

 

7,056,785

6,914,366

7,056,785

6,914,366

Share based payments

 

51,749

-

51,749

-

Shares held by ESOP

 

(4,541)

(4,541)

(4,541)

(4,541)

Retained earnings

 

(7,454,354)

(7,455,898)

(7,351,733)

(4,565,748)

 

 

 

 

 

 

Total equity attributable to

 

_________

__________

__________

_________

equity shareholders of the parent

 

451,557

95,345

554,178

2,985,495

 

 

 

 

 

 

 

 

_________

__________

__________

_________

TOTAL EQUITY AND LIABILITIES

 

1,098,901

1,764,782

976,889

3,076,070

 

 

Consolidated Income Statements

 

2010

2009

 

 

£

£

 

 

 

 

Revenue

 

1,763,809

2,948,574

 

 

 

 

Cost of sales

 

(1,173,690)

(2,233,277)

 

 

__________

_________

Gross profit

 

590,119

715,297

 

 

 

 

Distribution costs

 

(94,802)

(119,618)

Administrative expenses

 

(1,181,394)

(1,025,316)

Other operating income

 

4,610

4,623

 

 

__________

_________

OPERATING LOSS BEFORE PROVISIONS

 

(681,467)

(425,014)

 

 

 

 

Profit on disposal of subsidiary

 

461,865

-

Warranty claim provision

 

225,800

(925,800)

 

 

__________

_________

 

 

 

 

OPERATING PROFIT/(LOSS) BEFORE FINANCING ACTIVITIES

 

6,198

(1,350,814)

 

 

 

 

Finance income

 

41

6,611

 

 

 

 

Finance costs

 

(4,695)

(5 ,923)

 

 

__________

__________

PROFIT/(LOSS) BEFORE TAX

 

1,544

(1,350,126)

 

 

 

 

Tax

 

-

264

 

 

 

 

PROFIT/(LOSS) FOR THE YEAR

 

1,544

(1,349,862)

 

 

 

 

Other comprehensive income

 

-

-

 

 

__________

_________

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

 

1,544

(1,349,862)

Profit/(loss) attributable to:

 

 

 

Equity holders of the parent

 

1,544

(1,349,862)

 

 

 

 

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:

 

 

 

Equity holders of the parent

 

1,544

(1,349,862)

 

 

 

 

Earnings/(loss) per share

 

 

 

 

 

 

 

Basic (pence per share)

 

0.00p

(0.24)p

 

 

 

 

Diluted (pence per share)

 

0.00p

(0.24)p

Consolidated statements of cash flows

Group

Company

 

2010

2009

2010

2009

 

£

£

£

£

Operating activities

 

 

 

 

Profit/(Loss) before tax

1,544

(1,350,126)

(2,785,985)

(46,036)

Adjustments for:

 

 

 

 

Depreciation of property, plant and equipment

7,133

9,595

429

-

Amortisation of intangibles

18,540

9,270

-

-

(Profit)/Loss on disposal of subsidiary

(461,865)

-

221,416

-

Share based payments

51,749

-

51,749

-

Loss on disposal of property, plant and equipment

14,960

-

-

-

Changes in working capital:

 

 

 

 

(Increase)/Decrease in inventories

(20,093)

22,903

(2,000)

-

Decrease/(Increase) in trade receivables

438,127

(588,444)

1,924,413

(571,693)

Increase/(Decrease) in trade payables

90,106

206,353

327,781

33,764

(Decrease)/Increase in provisions

(225,800)

925,800

-

-

Net finance cost/(income)

4,654

(688)

3,331

(6,385)

Net cash used in operating activities

  (80,945)

(765,337)

(258,866)

(590,350)

 

Investing activities

 

 

 

 

Payments to acquire intangible fixed assets

-

-

-

-

Payments to acquire property, plant and equipment

(8,071)

(6,846)

(3,020)

-

Receipts from sales of property, plant and equipment

5,224

-

-

-

Disposal of a subsidiary net of cash disposed of

(29,759)

-

1

-

Interest received

41

6,611

-

6,385

Net cash (used in)/from investing activities

 (32,565)

 (235)

(3,019)

6,385

 

Financing activities

 

 

 

 

(Decrease)/Increase in factor finance

(45,915)

37,279

-

-

Capital element of finance lease contracts

(5,210)

(5,217)

-

-

Net proceeds from issue of shares

302,919

261,250

302,919

261,250

Interest paid

(4,695)

(5,923)

(3,331)

-

Net cash from financing activities

247,099

287,389

299,588

261,250

 

Net increase/(decrease) in cash and cash

 

 

 

 

equivalents

133,589

(478,183)

37,703

(322,715)

 

 

 

 

 

Cash and cash equivalents at the start of the year

44,467

522,650

679

323,394

 

_______

_______

______

________

Cash and cash equivalents at the end of the year

 178,056

44,467

 38,382

679

 

 

 

 

 

Cash and cash equivalents consists of:

 

 

 

 

 

Cash and cash equivalents

178,056

44,467

38,382

679

 

178.056

44,467

38,382

679

 

This announcement has been extracted from the audited accounts for the year ended 30 September 2010 which are being posted to shareholders and will be available on the company's website and on which the auditors gave an unqualified audit opinion.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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