REG - Croma Sec. Sol. Grp - Half-year Report
14/03/2023 07:00
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RNS Number : 8125S Croma Security Solutions Group PLC 14 March 2023
Croma Security Solutions Group Plc
("CSSG", "Croma", "the "Company" or the "Group")
Interim Results
Expanding Security Centre Network Showing Returns
Croma Security Solutions Group plc (AIM:CSSG) is pleased to a nnounce its
unaudited interim results for the six months to 31 December 2022 (the
"Period")
Financial highlights from continuing operations:
· Revenues grew by 25% to £3.77 million (H1 2021: £3.01 million)
· EBITDA of £0.46 million (H1 2021: £0.39 million), represented an
increase of 18%
· Revenues from existing security centres grew 35% on a like for like
basis to £1.32 million
· Revenues from our strategic partnership with iLOQ were encouraging at
over £0.38 million
· Ungeared with cash balances of £0.61 million (31 December 2021:
£0.65 million)
· As with recent previous years, the Group is not paying an interim
dividend
Operational highlights from continuing operations:
· The Group acquired Southern Stronghold Limited and Safecell Security
Group Limited (with three security centres between them) for net cash of
£1.27 million
· A further £0.085 million was invested in improvements to the
existing portfolio of security centres
· Identified acquisition opportunities supporting the further expansion
of the security centre network
Assets held for sale:
· As announced on 6 December 2022, the Board is considering the proposed
divestment of Vigilant Security (Scotland) Limited ("Croma Vigilant") and
expects this process to be resolved by the end of the financial year
· Croma Vigilant generated revenues up 7% during the Period to £15.9
million (H1 2021: £14.86 million)
· Profit before tax was £0.13 million (H1 2021: £0.35 million), held
back by a mix of factors including some non-recurring exceptional costs,
general wage inflation which is beginning to be passed on in adjusted contract
rates and upfront investment in people ahead of a new substantial contract win
commencing in January 2023.
Outlook:
· Second half trading in our core businesses has started well
· Croma Vigilant has begun the second half positively with the
substantial new contract commencing as planned
Nick Hewson, Non-Executive Chairman of CSSG, said: "We are pleased that our
decision to invest heavily in our security systems and locks businesses is
beginning to show strong returns. As set out in December, we will look to
deploy the proceeds of the sale of the manned guarding business as and when it
is sold into further geographic expansion of our network of security centres".
For further information visit www.cssgroupplc.com or contact:
Croma Security Solutions Group Plc
Tel: +44 (0)7834 482 400
Roberto Fiorentino, CEO
Teo Andreeva, CFO designate
WH Ireland Limited
Tel: +44
(0)207 220 1666
(Nominated Adviser and Broker)
Mike Coe
Sarah Mather
Novella
Tel: +44 (0)203 151 7008
Tim Robertson
Claire de Groot
Safia Colebrook
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain
Chairman's Statement
Introduction
I am pleased to report the Group's unaudited interim results for the six
months to 31 December 2022 ("H1" or the "Period").
The Group currently comprises two distinct businesses, Croma Vigilant and
Croma Systems and Locks. In December 2022, the Board announced its intention
to divest Croma Vigilant, its manned guarding business and concentrate on its
systems and locks businesses. The intention to divest means that the trading
performance of Croma Vigilant is reported separately in the consolidated
statement of comprehensive income ("SOCI") and its assets and liabilities are
grouped and shown separately in the consolidated statement of financial
position. The results for the continuing businesses of systems and locks
("the Continuing Group") and comparative numbers have been restated in the
SOCI.
The Continuing Group generated revenues from continuing operations of £3.77
million (H1 2021: £3.01 million) and EBITDA of £0.46 million (H1 2021:
£0.39 million).
The Continuing Group provides a range of innovative security technology
services including CCTV, intruder alarms, FastVein (Biometrics) and high
security locks. It operates through 14 security centres, the majority
operating under the Croma brand and each security centre markets and sells the
entire range of the Continuing Group's services. Eventually, all of our
security centres will be operating under our Croma brand, providing a
comprehensive security services solution in each location.
Revenues from security centres grew 63% to £1.61 million (H1 2021: £0.99
million) and like for like growth (excluding the three new centres that came
on stream during the Period) was up 35% to £1.32 million. Footfall in those
same centres grew 7% like for like, and by 30% when taking into account the
new centres acquired.
To complement and improve its range of services, the Continuing Group also
engages in strategic partnerships with various providers of innovative
security solutions, and I am pleased to report that our strategic partnership
with our Scandinavian partner iLOQ continues to develop positively. 'iLOQ' is
a new battery free door lock which can be opened by smartphone. The lock is
powered by the mobile phone itself, an important feature clearly
differentiating it from competing products. The potential applications for the
mobile iLOQ are significant across multiple industries, given its advantages
not only in security, but also in data collection, identity, access and
control applications. Under the partnership, Croma sells, installs and
maintains iLOQ equipment in the UK. This strategic collaboration contributed
over £0.38 million to our revenues for the Period and we confidently expect
this revenue stream to grow.
Financial review - Continuing Group
Revenue from continuing businesses increased by 25% for the Period to £3.77m
(H1 2021: £3.05m). Cash balances (excluding cash in the subsidiary to be
sold) at 31 December 2022 were £0.61 million (31 December 2021: £0.65
million). The Continuing Group spent £1.29 million during the Period
investing in new security centres, including three freehold premises, and a
further £0.085 million improving our existing network of centres. Earnings
per share from continuing businesses increased over 30% to 1.40p per share (H1
2021: 1.07p). As with recent previous years, the Group is not paying an
interim dividend.
Other than lease and short-term trading liabilities, the Continuing Group is
debt free.
Acquisitions
During the Period, the Continuing Group completed two acquisitions for the
Croma Systems and Locks division, being Southern Stronghold Limited and
Safecell Security Group Limited.
Southern Stronghold Limited ("Stronghold") was acquired in July 2022 for a
total consideration of £0.96 million. Stronghold is a long-standing locksmith
business that operates from two freehold premises, one in Coventry and a
second near Southampton in Totton. Coventry is the larger of the operations
and is a main Assa/Abloy service centre and provides a large number of Master
Key systems to local businesses. Stronghold also has an on-line business
"Stronghold Direct".
Safecell Security Group Limited was acquired in December 2022 for a total
consideration estimated to be £0.75 million, part of which is deferred and
dependant on the working capital of the business at the completion date.
Safecell is a well-known and long-standing security business based in
Manchester, providing a comprehensive range of services with a particular
focus on electronic and physical security together with fire systems, to
retail and commercial customers across the North of England. Safecell's
locksmith business operates from premises in Bury (North Manchester).
The acquisitions have increased the number of the Continuing Group's security
centres which now number 14, and have significantly enhanced the geographic
reach of the Continuing Group and its ability to service nationwide security
clients.
I am pleased to report that both acquisitions have performed well since
acquisition and their integration is proceeding smoothly.
Asset held for sale
As announced on 6 December 2022, the Board is considering the proposed
divestment of Croma Vigilant. Discussions in relation to the proposed
divestment remain ongoing, and although there can be no certainty that the
Group will complete the disposal, the Board hopes to resolve a sale by the end
of the current financial year. If the proposed divestment of Croma Vigilant
were to proceed, it would be classified as a fundamental disposal under the
AIM rules and, as a result, would be subject to shareholders' approval.
Revenues from Croma Vigilant were up 7% for the Period to £15.92 million (H1
2021: £14.86 million). However, profit before tax was £0.13 million (H1
2021: £0.36 million) held back by a number of factors including non-recurring
exceptional costs, up-front investment in staff costs ahead of the start of a
substantial contract that commenced successfully, as planned, in January 2023,
as well as general wage inflation which has impacted staff retention and the
ability to recruit. The increased wage costs are beginning to be passed on
in adjusted contract rates and will be reflected in all new contracts.
Board changes
During the Period, the former executive directors of the Group, Sebastian
Morley and Paul Williamson, stepped down from the Board in order to pursue the
purchase of Croma Vigilant, following which I was appointed Non-Executive
Chairman. In addition, post Period end, Richard Juett, CFO gave notice of his
intention to resign with effect from 31 March 2023. We thank them for their
service. Teo Andreeva, currently the Group's financial controller, will
become CFO from 1 April 2023 and we welcome her to the Board.
Outlook
The sale process for Croma Vigilant continues and the Board hopes it will be
resolved by the end of the financial year. The Continuing Group is trading
well and has the potential for further growth. We will continue to seek out
opportunities to further expand our national chain of security centres.
A N Hewson
Non-executive Chairman
14 March 2023
CROMA SECURITY SOLUTIONS GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR 6 MONTHS ENDED 31 DECEMBER 2022
6 months 6 months Year
ended
ended
ended
31-Dec-22 31-Dec-21 30-Jun-22
unaudited unaudited audited
as restated as restated
Notes £000s £000s £000s
Revenue 3,770 3,005 5,831
Cost of sales (2,072) (1,790) (3,273)
Gross profit 1,698 1,215 2,558
Administrative expenses (1,431) (1,055) (2,902)
Other operating income - 42 55
Operating profit/(loss) 267 202 (289)
Analysed as:
Earnings before interest, tax, depreciation, impairment, and amortisation of 455 394 738
intangible assets
Impairment - - (627)
Amortisation (30) (45) (82)
Depreciation (158) (147) (318)
Operating profit/(loss) 267 202 (289)
Finance costs (13) (13) (31)
Profit before tax 254 189 (320)
Tax (45) (30) (89)
Profit/(loss) for the period from continuing operations 209 159 (409)
Profit for the period from discontinued operations 6 101 284 472
Profit and total comprehensive income for the period attributable to owners of 310 443 63
the parent
Earnings per share 3
Basic and diluted earnings/(loss) per share (pence) from continuing operations
1.40 1.07 (2.74)
Basic and diluted earnings per share (pence) from discontinued operations 0.68 1.91 3.17
CROMA SECURITY SOLUTIONS GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2022
31-Dec-22 31-Dec-21 30-Jun-22
unaudited unaudited audited
£000s £000s £000s
Assets
Non-current assets
Goodwill 4,851 6,464 5,827
Other intangible assets 177 246 207
Property, plant and equipment 1,953 1,433 1,477
Right-of-use assets 706 894 1,120
7,687 9,037 8,631
Current assets
Inventories 1,232 800 1,076
Trade and other receivables 1,298 6,047 6,778
Cash and cash equivalents 613 3,509 2,556
Assets classified as held for sale 8,922 - -
12,065 10,356 10,410
Total assets 19,752 19,393 19,041
Liabilities
Non-current liabilities
Deferred tax (104) (88) (117)
Lease liabilities (601) (586) (796)
(705) (674) (913)
Current liabilities
Trade and other payables (2,098) (5,844) (5,609)
Borrowings and lease liabilities (140) (352) (376)
Liabilities directly associated with assets classified as held for sale (4,668) - -
(6,906) (6,196) (5,985)
Total liabilities (7,611) (6,870) (6,898)
Net assets 12,140 12,523 12,143
Issued capital and reserves attributable to owners of the parent
Share capital 794 794 794
Treasury shares (399) (399) (399)
Share premium 6,133 6,133 6,133
Merger reserve 2,139 2,139 2,139
Capital redemption reserve 51 51 51
Retained earnings 3,422 3,805 3,425
Total equity 12,140 12,523 12,143
CROMA SECURITY SOLUTIONS GROUP PLC
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR 6 MONTHS ENDED 31 DECEMBER 2022
6 months 6 months Year
ended
ended
ended
31-Dec-22 31-Dec-21 30-Jun-22
unaudited unaudited audited
as restated as restated
Notes £000s £000s £000s
Cash generated from/(used in) operating activities 5 755 (282) (860)
Cash flows from investing activities
Purchase of subsidiaries net of cash acquired (1,287) (137) (94)
Purchase of property, plant and equipment (160) (1,093) (1,216)
Proceeds on disposal of property, plant and equipment - 18 31
Net cash used in investing activities (1,447) (1,212) (1,279)
Cash flows from financing activities
Payments to reduce lease liabilities (196) (123) (445)
Increase/(reduction) in borrowings 6 (1) 5
Dividends paid (313) (298) (298)
Interest paid (6) (8) -
Net cash used in financing activities (509) (430) (738)
Net decrease in cash and cash equivalents (1,201) (1,924) (2,877)
Cash and cash equivalents at beginning of period 2,556 5,433 5,433
Cash and cash equivalents at end of the period 1,355 3,509 2,556
Total cash and cash equivalents at the end of the period can be analysed as:
Included as part of continuing operations 613 3,509 2,556
Included as part of assets held for sale 742 - -
1,355 3,509 2,556
CROMA SECURITY SOLUTIONS GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Treasury Shares Share Merger Capital Retained Total
Capital
Premium
Reserve
Redemption
Earnings
Equity
Reserve
£000s £000s £000s £000s £000s £000s £000s
Balance at 1 July 2022 794 (399) 6,133 2,139 51 3,425 12,143
Profit for the period - - - - - 310 310
Dividends paid - - - - - (313) (313)
At 31 December 2022 794 (399) 6,133 2,139 51 3,422 12,140
Balance at 1 July 2021 794 (399) 6,133 2,139 51 3,660 12,378
Profit for the period - - - - - 443 443
Dividends paid - - - - - (298) (298)
Balance at 31 December 2021 794 (399) 6,133 2,139 51 3,805 12,523
Balance at 1 July 2021 794 (399) 6,133 2,139 51 3,660 12,378
Profit for the year - - - - - 63 63
Dividends paid - - - - - (298) (298)
Balance at 30 June 2022 794 (399) 6,133 2,139 51 3,425 12,143
NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR 6 MONTHS TO 31 DECEMBER 2022
1. Basis of preparation
The interim financial information in this report has been prepared using
accounting policies consistent with UK-adopted international accounting
standards ("IFRS"). IFRS is subject to amendment and interpretation by the
International Accounting Standards Board (IASB) and the IFRS Interpretations
Committee and there is an ongoing process of review and endorsement by the UK
Endorsement Board. The financial information has been prepared on the basis of
IFRS that the Directors expect to be adopted by the UK and applicable as at 30
June 2023. The Group has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing the interim financial information.
Statutory accounts
Financial information contained in this document does not constitute statutory
accounts within the meaning of section 434 of the Companies Act 2006 ("the
Act"). The statutory accounts for the year ended 30 June 2022 have been
filed with the Registrar of Companies. The report of the auditors on those
statutory accounts was unqualified, did not draw attention to any matters by
way of emphasis and did not contain a statement under section 498(2) or (3) of
the Act.
The financial information for the six months ended 31 December 2022 and 31
December 2021 is unaudited.
2. Accounting policies
The accounting policies applied by the Group in this interim report are the
same as those applied by the Group in the consolidated financial statements
for the year ended 30 June 2022, however IFRS 5 "Non-current Assets Held for
Sale and Discontinued Operations" has been applied following the Boards'
decision in December 22 to divest itself of the operations of Croma
Vigilant. Specifically the assets and liabilities of Croma Vigilant are
classified as "held for sale" and shown separately in the statement of
financial position from continuing operations. In the statement of
comprehensive income the results of Croma Vigilant is presented separately
from continuing operations as a single line "profit for the period from
discontinued operations" with all comparatives restated accordingly.
A number of other new and amended standards and interpretations are effective
from 1 January 2023 but they do not have a material effect on the Group's
financial statements.
3. Earnings per share
Earnings per share is based upon the profit for the period and the weighted
average number of shares in issue and ranking for dividend. The following
reflects the profit and share data used in the basic and diluted EPS
computations:
6 months 6 months Year
ended
ended
ended
As restated As restated
31-Dec-22 31-Dec-21 30-Jun-22
Earnings
Earnings/(loss) for the purposes of basic and diluted earnings per share being
net profit attributable to equity shareholders
- continuing operations 209 159 (409)
- discontinued operations 101 284 472
Number of shares (thousands)
Weighted average number of shares used in basic and diluted EPS 14,902 14,902 14,902
The calculation of diluted earnings per share assumes conversion of all
potentially dilutive ordinary shares, all of which arise from share options. A
calculation is performed to determine the number of share options that are
potentially dilutive based on the number of shares that could have been
acquired at fair value, considering the monetary value of the subscription
rights attached to the outstanding share options.
4. Acquisition of subsidiaries
As part of the continuing strategy to expand the network of security centres,
on 6 July 2022 the company purchased a business comprising 100% of the share
capital of Southern Stronghold Limited, a business trading out of Locksmiths
branches in Coventry and Totton for £965,000 in cash.
The estimated fair value of net assets acquired is set out below:
Book Fair value Fair
Value
Adjustments
Value
£000s £000s £000s
Freehold property 131 289 420
Plant and equipment 2 48 50
Inventories 338 (88) 250
Trade receivables 95 95
Cash and cash equivalents 116 116
Trade and other payables (46) (46)
Goodwill 80 80
Purchase consideration 636 329 965
On 20 December 2022 the company purchased Safecell Security Group Limited for
an estimated consideration of £750,000 to be satisfied in cash. The
Acquisition extends the geographic reach of the Group and through its Bury
site provides a base from which the company can better service, support
and expand existing relationships with clients that have operations in the
area. The Bury systems business will operate alongside the successful
acquisition last year of Safeguard (N/W) Ltd in Warrington.
The estimated fair value and book value of net assets acquired is set out
below:
Book & Fair
Value
£000s
Plant and equipment 67
Inventories 63
Trade receivables 95
Cash and cash equivalents 312
Trade and other payables (120)
Goodwill 334
Estimated Purchase consideration 750
5. Cash generated from/(used in) operating activities:
6 months 6 months Year
ended
ended
ended
31-Dec-22 31-Dec-21 30-Jun-22
unaudited unaudited audited
As restated As restated
£000s £000s £000s
Operating profit/(loss) 267 202 (289)
Depreciation and amortisation 188 192 1,006
Decrease/(Increase) in inventories 157 17 (258)
(Increase)/decrease in trade and other receivables (265) 2,410 37
Increase in trade and other payables 390 78 78
Cash generated from continuing operations 737 2,899 574
Cash generated/ (used in) assets held for sale 95 (3,050) (1,096)
Tax paid (77) (131) (338)
755 (282) (860)
6. Discontinued operations
As announced in December 2022 the board has decided to divest itself of its
manned guarding division, Croma Vigilant and accordingly the results of this
division are set out separately as follows:
6 months 6 months Year
ended
ended
ended
31-Dec-22 31-Dec-21 30-Jun-22
unaudited unaudited audited
£000s £000s £000s
Revenue 15,925 14,864 29,334
Cost of sales (13,908) (12,640) (25,496)
Gross profit 2,017 2,224 3,838
Operating profit 139 363 534
Finance costs (12) (11) (14)
Profit before tax 127 352 520
Tax (26) (68) (48)
Profit after tax 101 284 472
The results of the discontinued activities of the group for the year ended 30
June 2022 and the six months ended 31 December 2021 have been re-presented, as
required by IFRS 5, so that the disclosures relate to all operations that have
been discontinued by 31 December 22 for all periods presented.
6. Financial information
The Board of Directors approved this interim report on 14 March 2023.
A copy of this report can be obtained by writing to the Finance Director at
our registered office; Unit 7 & 8, Fulcrum 4, Solent Way, Whiteley,
Hampshire PO15 7FT or from our website at www.cssgroupplc.com
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