TIDMDGB
RNS Number : 6169H
Digital Barriers plc
01 June 2011
1 June 2011
Digital Barriers plc
("Digital Barriers" or the "Company")
Preliminary Results for the thirteen months ended 31 March
2011
Digital Barriers plc (LSE AIM: DGB), the specialist provider of
products and services to the international homeland security
market, announces audited results for the thirteen months ended 31
March 2011.
The Board is pleased to report that it has made good strategic
progress since IPO in March 2010, the highlights of which are:
Key Highlights
-- Revenue of GBP6.6 million, Loss before tax of GBP4.6 million,
Adjusted loss before tax of GBP2.7 million*
-- Raising a total of GBP55.0 million (before expenses) through
Executive Director contribution, the IPO in March 2010 and a share
placing in December 2010;
-- Completing five acquisitions since IPO, on which integration
is effectively complete, and with a good pipeline of potential
target companies for further acquisition;
-- Acquiring world-class IP into the group which is generating
significant traction from a growing number of overseas governments
and commercial organisations - we already have trial deployments
underway in the US, Middle East and Asia-Pacific. Our acquisition
pipeline should bring additional world-class IP into the Group;
-- Establishing a London Headquarters which provides leadership,
governance, strategic direction as well as sales and brand
management across the Group;
-- Developing an international presence. We now have operations
within each of our target regions, with offices in London,
Singapore and Washington, DC. Our presence in the Middle East is
expected to be in place later this year. In addition, we have
experienced considerable sales success in South Korea; and
-- Developing relationships with major prime system integrators.
We have entered into formal contractual arrangements with Singapore
Technologies and we are working with Boeing to provide expertise in
risk and vulnerability assessments. In addition we have on-going
sales collaboration with several other major integrators across
each of our target regions.
* Before amortisation of acquired intangibles of GBP0.7 million,
the unwinding of the discount on deferred consideration of GBP0.1
million, IPO and placing costs of GBP0.2 million and deal costs of
GBP0.9 million.
Commenting on the results Dr Tom Black, Executive Chairman of
Digital Barriers plc said:
"With our strategy now validated, and with strong sales interest
across each of our target regions, we continue to see the
opportunity for Digital Barriers as very compelling over the medium
to long term. We also have a good pipeline of potential
acquisitions which gives us additional confidence in the future of
the Group."
For further information please contact:
Digital Barriers plc +44 (0)20 7940
4740
Tom Black, Executive Chairman
Colin Evans, Managing Director
Investec Investment Banking +44 (0)20 7597
5970
Andrew Pinder
Financial Dynamics +44 (0)20 7831
3113
Edward Bridges / Matt Dixon
About Digital Barriers plc:
Founded by the leadership team behind Detica Group plc, Digital
Barriers is focused on the provision of specialist products and
services to the international homeland security market, where
counter-terrorism, the protection of critical computer systems and
networks, and support for counter-insurgency operations overseas
represent a compelling commercial opportunity. Over time, the
Company aims to become a leading specialist, working directly with
end-customers and through key partner organisations, providing
focused, proportionate and effective solutions across the Secure
Government, Border Protection, Defence, Transportation, Energy and
Utilities sectors, as well as with organisations responsible for
safeguarding crowded public spaces and nationally symbolic
locations.
www.digitalbarriers.com
Chairman's Statement
Introduction and highlights
This has been a very good first year for Digital Barriers and we
have seen significant momentum in the development of the Company.
At the time of our IPO in March 2010, we stated that we aimed to
provide specialist products and services to an international
homeland security market now worth $178.0 billion a year and
growing (Source: Visiongain: 'Global Homeland Security 2010-2020,
July 2010). This aim remains unaltered. Since then, the evolving
threats of international terrorism against civilian targets,
highly-organised criminal networks sponsoring the trafficking of
drugs and people, economic fraud and identity theft, attacks on
high-profile computer systems, and specialist military operations
overseas, have continued to dominate the headlines both in the UK
and internationally.
Our strategy is to provide specialist solutions to the major
government departments and commercial organisations responsible for
combating these threats in the most significant homeland security
regions, specifically the UK and Mainland Europe, the United
States, the Middle East and Asia-Pacific. Our progress and momentum
through the last year has validated this strategy through the
strong interest we have received from major customers and partners
across each of these territories.
The major highlights are as follows:
-- Revenue of GBP6.6 million, Loss before tax of GBP4.6 million,
Adjusted loss before tax of GBP2.7 million*
-- Raising a total of GBP55.0 million (before expenses) through
Executive Director contribution, the IPO in March 2010 and a share
placing in December 2010;
-- Completing five acquisitions since IPO, on which integration
is effectively complete, and with a good pipeline of potential
target companies for further acquisition;
-- Acquiring world-class IP into the group which is generating
significant traction from a growing number of overseas governments
and commercial organisations - we already have trial deployments
underway in the US, Middle East and Asia-Pacific. Our acquisition
pipeline should bring additional world-class IP into the Group;
-- Establishing a London Headquarters which provides leadership,
governance, strategic direction as well as sales and brand
management across the Group;
-- Developing an international presence. We now have operations
within each of our target regions, with regional offices in London,
Singapore and Washington, DC. Our presence in the Middle East is
expected to be in place later this year. In addition, we have
experienced considerable sales success in South Korea; and
-- Developing relationships with major prime system integrators.
We have entered into formal contractual arrangements with Singapore
Technologies and we are working with Boeing to provide expertise in
risk and vulnerability assessments. In addition we have on-going
sales collaboration with several other major integrators across
each of our target regions.
* Before amortisation of acquired intangibles of GBP0.7 million,
the unwinding of the discount on deferred consideration of GBP0.1
million, IPO and placing costs of GBP0.2 million and deal costs of
GBP0.9 million.
Results
The results for the period reflect the phased acquisitions by
the Group during the period and ongoing corporate overheads. As
such they are not representative of the current trading of the
business.
Revenues in the period were GBP6.6 million. The Group's loss
before tax was GBP4.6 million. We recorded an adjusted loss before
tax of GBP2.7 million, after adding back amortisation of acquired
intangibles of GBP0.7 million, the unwinding of the discount on
deferred consideration of GBP0.1 million, IPO and placing costs of
GBP0.2 million and acquisition costs of GBP0.9 million.
Consideration for acquisitions in the period totalled GBP20.2
million, with GBP16.5 million of this paid in cash in the period.
The cash balance at the end of the period was GBP33.5 million.
People
Our people include world-class technologists and experienced
homeland security and specialist defence practitioners who help our
customers and partners both in the UK and overseas. We bring
together a unique mix of skills to provide real-world solutions
that make a tangible difference on the ground.
In our first year we have assembled a very experienced HQ
management and sales team, and have made good progress in
developing our broader regional presence. We have also established
a Strategic Advisors Group comprising four senior former government
officials from the UK and US. This group brings deep operational
expertise and a strong network of international relationships.
Outlook
Having validated our strategy, with world-class IP in the Group,
and with strong interest across each of our regions, we remain
confident that the opportunity for Digital Barriers is very
compelling over the medium to long term.
The Group's initial set-up phase is complete and the focus is
now on international sales, with our specialist sales team taking
solutions based on our world-class IP to target customers and
partners in each of our regions. We will also continue to identify
and secure additional target companies with compelling technology;
we expect these to be broadly similar in size and profile to
previous acquisitions.
We will continue to develop the Digital Barriers brand in the
minds of customers and partners, and remain confident that we are
continuing to make good progress in establishing the Group as a
leading international homeland security specialist over the coming
years.
Business Review
Introduction
We have made very good progress in establishing a platform for
Digital Barriers since the IPO in March 2010. In addition to
establishing our Headquarters and international sales functions, we
have also put in place two operating divisions, Services and
Products, into which we have integrated the five acquisitions made
to date.
With this platform now established, we are confident we can
drive strong organic growth by exploiting our regional sales
capability, and continue adding further capability via
acquisition.
Services Division
A key part of our strategy is to use the strong credentials
provided by our experience with the UK Government to support our
international business development initiatives. Our Services
Division is focused on the UK market and, in our first year, we saw
Digital Barriers establish itself with a number of key UK
Government organisations in the secure government, law enforcement
and transportation sectors. This has been achieved through the
acquisition and subsequent development of Security Applications and
Overtis Solutions (now known as Digital Barriers Integration
Services), which together, despite difficult market conditions,
delivered good results.
This division generally implements solutions based on third
party technology although we are starting to deliver our own
technology into our UK Services clients. We plan to develop our
Services business primarily organically and will maintain our
current focus on the very high security areas of the UK Government
market.
Outside the UK Government market we have been further encouraged
by the support received so far from the Government's UK Trade and
Investment organisation, where staff in London and embassies in key
countries have provided us with invaluable advice and
introductions.
Products Division
Our Products Division operates internationally and currently
comprises COE, Waterfall Solutions and Essential Viewing Systems.
Collectively, these businesses have sold to customers in the UK,
Asia-Pacific and the US in the period.
Waterfall Solutions and Essential Viewing Systems have traded
very well post-acquisition and have both helped broaden and deepen
our UK Government relationships. COE brought with it both its
existing infrastructure and customer base in Singapore, upon which
we have continued to build as well as a broader Asia-Pacific market
position, particularly in the transportation sector. We have
implemented a number of planned changes to align COE better with
the Digital Barriers operating model.
Technology capability
Our Products Division now owns industry leading intellectual
property focused on the advanced visual surveillance market. This
covers image capture, a range of image processing and enhancement
techniques (for example, thermal image processing, image
stabilisation, and enhancing low light performance), and a range of
video analysis techniques. In addition, we have world class secure
and bandwidth-efficient wireless transmission technology.
We have been successful in generating good interest with a
number of highly differentiated products and have trials underway
with new government customers in the US, Middle East and
Asia-Pacific. In particular:
-- Essential Viewing's wireless video transmission system,
"LiteStream" - utilising a patented software algorithm originating
from the University of Strathclyde, the E300 is designed to stream
high quality video over very poor quality wireless communications
links, such as the poor coverage areas of a mobile phone network.
With a military heritage, this technology is creating significant
interest from traditional military customers, police forces and,
under Digital Barriers' ownership, mass transport operators worried
about terrorist and serious crime risks.
-- Waterfall's dual-band imaging and processing system
"Fuzer"(TM)- with roots in advanced military image processing, this
system intelligently fuses images from multiple cameras, including
visual and infrared sensors, into a single, integrated and enhanced
image. This unique system is capable of fusing imagery from
zoom-enabled cameras. This provides excellent performance in
difficult surveillance environments and is in trial with a number
of mainly military customers.
International progress
In Asia-Pacific, our initial focus has been on Singapore, both
as an important international customer itself, and as a regional
hub. We have been encouraged by the response of the Singapore
Government, the key regional partner Singapore Technologies and
customers such as Port of Singapore Authority and Singapore Mass
Transit System to our full range of capability. We expect to see a
broadening and deepening of these relationships in the coming year.
From a broader Asian perspective, we have achieved good progress in
South Korea and are now actively broadening our reach to other
countries in the region.
Our Essential Viewing acquisition has brought us a number of US
Government opportunities. We have established a sales presence in a
Washington, DC. office to take these opportunities forward and to
develop our US market presence. In this large and highly
competitive market, we are working with a small number of key US
prime system integrators to gain traction.
In the Middle East, we have initiated relationship and
brand-building activities with the support of the UK Government.
With an initial focus on the United Arab Emirates, Qatar, Kuwait
and the Kingdom of Saudi Arabia, we are again working closely with
major prime system integrators such as Boeing, who are well
established in the region and that have good market knowledge and
relationships.
Sales approach
Since IPO, we have established an international sales capability
utilising our regional office infrastructure. We are currently
focusing primarily on direct sales to end-government customers to
gain market traction and build credibility internationally. Given
our consulting-led approach, we are confident that once initial
sales are complete, we can go on to develop enduring relationships
with these international customers.
We are also positioning ourselves as key partners with prime
system integrators on very large programmes, specifically in the US
and Middle East. These are at various stages of the procurement
cycle but represent substantial opportunities for us over time.
Governance
Digital Barriers is committed to maintaining high standards of
Corporate Governance. Whilst the Group is not bound by the
provisions of section 1 of the 2008 Combined Code on Corporate
Governance ('the Combined Code') the Board endeavors, so far as is
practical, to comply with the Combined Code. During the period
under review the Board has developed the internal controls and
processes to ensure as far as possible compliance with the Combined
Code.
Performance Indicators
We monitor a number of metrics, both financial and
non-financial, on a monthly basis. The most important of these are
as follows:
-- Revenue: GBP6.6 million for period under review;
-- Corporate overhead GBP2.7 million for period under
review;
-- Number of employees: 110 at 31 March 2011; and
-- Cash: GBP33.5 million at 31 March 2011.
The Board is satisfied with the status of the above performance
indicators given the current stage of the Group's development.
Although not particularly relevant for the period under review
the Board will in future also monitor organic revenue growth,
operating margin, tax rate and cash conversion.
Financial Review
Digital Barriers has delivered solid performance in its first
accounting period since incorporation in February 2010, with
revenue of GBP6.6 million generating an adjusted loss before tax of
GBP2.7 million and adjusted loss per share of 9.21 pence. On an
unadjusted basis, the loss before tax was GBP4.6 million and loss
per share was 15.38 pence.
Revenue and margins
Digital Barriers delivered GBP6.6 million of revenue driven by
the acquisition of five businesses at various points in the
reporting period as detailed below.
Date of acquisition
Security Applications Limited (trading as 23 March 2010
D Ford Associates)
Overtis Solutions (now known as Digital Barriers 23 July 2010
Integration Services)
Coe Group plc 20 August 2010
Waterfall Solutions Limited 20 October
2010
Essential Viewing Systems Limited 11 March 2011
These acquired businesses have been integrated into one of two
divisions. Results by division are shown below. The Products
Divisional loss is the result of a number of planned changes
post-acquisition to align COE better with Digital Barriers'
operating model.
The Group's adjusted loss before tax for the period was GBP2.7
million. The table below summarises the Group's revenue and
operating results by these segments.
Services Products Total
2011 2011 2011
GBPm GBPm GBPm
Revenue 4.3 2.3 6.6
Segment profit / (loss) 0.3 (0.4) (0.1)
Segment margin 7.1% - -
Corporate overheads (2.7)
Adjusted Group operating loss (2.8)
Interest 0.1
Adjusted Group loss before tax (2.7)
Revenues earned by the Group in the period were split 64% and
36% between Services and Products respectively.
The Corporate overheads are broken down as follows:
GBP000
Board and plc operating costs 999
Sales and marketing 732
Operations, finance and facilities 973
LTIP charge 43
Total 2,747
Taxation
As a result of losses acquired through acquisitions and
corporate overheads we do not expect to pay the full rate of UK
corporation tax for a number of years. The tax credit for the
period of GBP0.3 million principally relates to the unwinding of
deferred tax liabilities on acquired intangibles and R&D tax
credits.
At 31 March the Group hadunutilised tax losses carried forward
of approximately GBP11.2 million. Given the varying degrees of
uncertainty as to the timescale ofutilisation of these losses, the
Group has not recognised GBP2.2 million of potential deferred tax
assets associated with GBP8.3 million of these losses.
At 31 March the Group's net deferred tax liability stood at
GBP0.5 million, relating to intangibles on acquisitions made in the
period of GBP1.3 million, offset by GBP0.8 million relating to tax
losses.
Loss Per Share
The reported Loss per share is 15.38 pence.
The adjusted Loss per share of 9.21 pence is detailed in the
table below as the Directors believe that this is a more relevant
measure of the Group's underlying performance.
Loss
Loss after per
Taxation share
2011 2011
GBP'000 Pence
Loss attributable to ordinary shareholders (4,348) (15.38)
Add back:
Amortisation of acquired intangible
assets, net of tax 529 1.87
IPO and Placing costs 233 0.82
Deal costs 892 3.15
Unwind of discount on deferred consideration 89 0.32
Basic adjusted loss per share (2,605) (9.21)
Cash and treasury
We ended the period with a cash balance of GBP33.5 million.
During the course of the period the Group raised a total of
GBP55.0 million (before expenses). The Executive Directors
contributed GBP5.0 million through Digital Barriers Services Ltd,
GBP20.0 million was raised via the IPO in March 2010 and GBP30.0
million from a Placing in December 2010. After taking into account
the maximum deferred consideration payable in respect of
acquisitions made to date of GBP4.0 million, and assuming these are
paid in full, the balance of cash would be GBP29.5 million. This
cash balance remains available to the business to fund future
acquisitions and working capital.
Financing costs included a charge of GBP0.1 million in respect
of the discounting of the deferred consideration for Security
Applications Limited, Waterfall Solutions Limited and Essential
Viewing Systems Limited, which will be paid out over the next two
years.
Dividends
The Board is not recommending the payment of a dividend.
DIGITAL BARRIERS PLC
Consolidated statement of comprehensive income
for the thirteen months ended 31 March 2011
13 Months
ended
31 March
2011
Note GBP'000
Revenue 6,555
Cost of sales (4,021)
----------
Gross profit 2,534
Administration costs (7,141)
----------
Operating Loss (4,607)
Finance Revenue 98
Finance Costs (96)
----------
Loss before Tax (4,605)
Income Tax 257
----------
Loss after tax and total comprehensive
loss
attributable to owners of the parent (4,348)
----------
Adjusted loss:
Loss before Tax (4,605)
Amortisation of acquired intangible
assets 668
IPO and Placing costs 233
Deal costs 892
Unwind of discount on deferred consideration 89
----------
Adjusted loss before tax for the period (2,723)
----------
(Loss) per share - basic 2 (15.38p)
(Loss) per share - diluted 2 (15.38p)
(Loss) per share - adjusted 2 (9.21p)
(Loss) per share - adjusted diluted 2 (9.21p)
The results for the period are derived from continuing
activities
DIGITAL BARRIERS PLC
Consolidated balance sheet
at 31 March 2011
31 March
11
Note GBP'000
ASSETS
Non current assets
Property, plant and equipment 389
Goodwill 12,966
Other intangible assets 5,912
19,267
Current assets
Inventories 589
Trade and other receivables 3 3,243
Current tax recoverable 163
Cash and cash equivalents 33,524
37,519
TOTAL ASSETS 56,786
---------
EQUITY AND LIABILITIES
Attributable to equity holders of the
parent
Equity share capital 436
Share premium 48,012
Capital redemption reserve 4,735
Other reserves (307)
Retained earnings (4,305)
TOTAL EQUITY 48,571
Non current liabilities
Deferred tax liabilities 507
Financial liabilities 5 673
1,180
Current liabilities
Trade and other payables 4 3,680
Financial liabilities 5 3,355
---------
7,035
TOTAL LIABILITIES 8,215
---------
TOTAL EQUITY AND LIABILITIES 56,786
---------
DIGITAL BARRIERS PLC
Consolidated statement of changes in equity
for the thirteen months ended 31 March 2011
Profit
Share Capital and
Share Premium redemption Other loss Total
capital account reserve reserves reserve Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 8 February
2010 - - - - - -
Issue of
shares in
exchange for
shares in
Digital
Barriers
Services Ltd 4,783 - - - - 4,783
Arising on
pooling of
interest
transaction - - - (307) - (307)
Redemption of
deferred
shares (4,735) - 4,735 - - -
Shares issued
to market -
IPO 200 19,800 - - - 20,000
Share issue
costs - IPO - (700) - - - (700)
Shares issued
to market -
placing 188 29,812 - - - 30,000
Share issue
costs -
placing - (900) - - - (900)
Share based
payment
credit - - - - 43 43
Total
comprehensive
loss - loss
for the year - - - - (4,348) (4,348)
-------- -------- ----------- --------- -------- --------
At 31 March
2011 436 48,012 4,735 (307) (4,305) 48,571
-------- -------- ----------- --------- -------- --------
DIGITAL BARRIERS PLC
Consolidated statement of cash flows
for the thirteen months ended 31 March 2011
13 Months ended
31 March 11
GBP'000
Operating activities
Loss before tax (4,605)
Non-cash adjustment to reconcile loss before
tax to net cash flows
Depreciation of property, plant and equipment 90
Amortisation of acquired intangible assets 668
Share-based payment transaction expense 43
Finance income (98)
Finance costs 96
Working capital adjustments:
Increase in trade and other receivables (1,163)
Increase in trade and other payables 691
----------------
Cash generated from operations (4,278)
Income tax paid (121)
Net cash flow from operating activities (4,399)
----------------
Investing activities
Purchase of property, plant & equipment (126)
Acquisition of subsidiaries (16,525)
Acquisition of cash and cash equivalents of subsidiaries 1,410
Cash and cash equivalents arising on pooling
of interest transaction 4,680
Interest received 88
Net cash flow generated in investing activities (10,473)
----------------
Financing activities
Proceeds from issue of shares 50,000
Share issue costs (1,600)
Interest paid (4)
Net cash flow from financing activities 48,396
----------------
Net increase in cash and cash equivalents 33,524
Cash and cash equivalents at 8 February 2010 -
Cash and cash equivalents at 31 March 2011 33,524
================
1. Accounting policies
Basis of preparation
The preliminary results of the period 8 February 2010 to 31
March 2011 have been extracted from audited accounts which have not
yet been delivered to the Registrar of Companies. The Financial
Statements set out in this announcement do not constitute statutory
accounts for the period ended 31 March 2011. The report of the
auditors on the statutory accounts for the period ended 31 March
2011 was unqualified and did not contain a statement under Section
498 of the Companies Act 2006. The Financial Statements for the
period ended 31 March 2011 included in this announcement were
authorised for issue in accordance with a resolution of the Board
of Directors on 31 May 2011.
Subsidiary undertakings are those entities controlled directly
or indirectly by the Company. Control arises when the Group has the
power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities. Subsidiaries are
consolidated from the date of their acquisition, being the date on
which the Group obtains control, and continue to be consolidated
until the date that such control ceases. Subsidiaries are
consolidated using the Group's accounting policies. Business
combinations are accounted for using the acquisition method of
accounting except for the acquisition of Digital Barriers Services
Limited by Digital Barriers plc which has been accounted for using
the pooling method. All inter-company balances and transactions,
including unrealised profits arising from them, are eliminated on
consolidation.
The Company is a limited liability company incorporated and
domiciled in England & Wales and whose shares are quoted on
AIM, a market operated by The London Stock Exchange.
The Group's financial statements have been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union as they apply to the
financial statements of the Group for the period ended 31 March
2011 and applied in accordance with the Companies Act 2006.
New holding company
On 8 February 2010, Digital Barriers plc was incorporated as a
new holding company and parent company of the Group. On 22 February
2010 the former shareholders of Digital Barriers Services Limited
("DBSL") were issued new shares in Digital Barriers plc in a share
for share exchange. Immediately following the share for share
exchange the former shareholders of DBSL held the same economic
interest in Digital Barriers plc as they held in DBSL immediately
prior to the exchange.
The acquisition of DBSL by Digital Barriers plc falls outside
the scope of IFRS 3R "Business Combinations" and has been accounted
for in these financial statements using the pooling of interests
method which reflects the economic substance of the transaction. In
accordance with the requirements of the pooling of interests
method, the assets and liabilities of Digital Barriers plc and DBSL
are recognised and measured in these financial statements at their
pre-combination carrying amounts.
2. Loss per share
Basic loss per share
Weighted
average
number Loss
Loss after of per
taxation shares share
2011 2011 2011
GBP'000 No. Pence
Basic loss per share (4,348) 28,279,011 (15.38)
Diluted loss per share (4,348) 28,279,011 (15.38)
Adjusted loss per share
Weighted
average
number Loss
Loss after of per
Taxation shares share
2011 2011 2011
GBP'000 No. Pence
Loss attributable to ordinary
shareholders (4,348) 28,279,011 (15.38)
Add back:
Amortisation of acquired intangible
assets, net of tax 529 - 1.87
IPO and Placing costs 233 - 0.82
Deal costs 892 - 3.15
Unwind of discount on deferred
consideration 89 - 0.32
Basic adjusted loss per share (2,605) 28,279,011 (9.21)
Diluted adjusted loss per share (2,605) 28,279,011 (9.21)
The Directors consider that adjusted EPS better reflects the
underlying performance of the Group.
The inclusion of potential ordinary shares arising from LTIPs
and Incentive shares would be anti-dilutive. Basic and diluted loss
per share has therefore been calculated using the same weighted
number of shares. If the Incentive shares had become convertible on
31 March 2011 and based on the share price of GBP2.05 on that day,
2,679,206 ordinary shares would have been issued in respect of the
Incentive Share conversion. Full details as to the basis of
calculation is given in the placing document available on the
Company's website. The Incentive shares will immediately vest on
change of control of the Company.
The weighted average number of shares excludes any shares held
by employee share ownership plan (ESOP) trusts, which are treated
as cancelled.
3. Trade and other receivables
Gross Provision Net
Carrying For carrying
amounts impairment amounts
2011 2011 2011
GBP'000 GBP'000 GBP'000
Trade receivables 3,169 (355) 2,814
Prepayments and accrued income 167 - 167
Amounts recoverable on contracts 233 - 233
Other receivables 29 - 29
3,598 (355) 3,243
4. Trade and other payables
2011
GBP'000
Current
Trade payables 2,030
Accruals 1,024
Payments received on account 220
Social security and other taxes 400
Other payables 6
3,680
5. Financial liabilities
2011
GBP'000
Current
Incentive shares 218
Deferred consideration 3,137
3,355
Non-current
Deferred consideration 673
673
6. Business combinations
Details of the acquisitions made by the Group in the period are
set out below.
6a. Digital Barriers Services Limited
On 22 February 2010, Digital Barriers plc acquired 100% of the
shares of Digital Barriers Services Limited ("DBSL") to form the
Digital Barriers group via a share for share exchange. Digital
Barriers plc issued 4,782,500 GBP1 ordinary shares and 217,500
Incentive shares at GBP1 to acquire 100% of the share capital of
DBSL. This transaction has been accounted for using the pooling of
interests method.
6b. Security Applications Limited
On 23 March 2010, the Group acquired the entire issued share
capital of Security Applications Ltd ("SAL"), (trading as D Ford
Associates). for GBP2.0m in cash and up to GBP0.85m in deferred
cash consideration.
SAL is a UK-based specialist supplier, installer and integrator
of thermal imaging equipment for perimeter surveillance, law
enforcement and the protection of high-profile target locations.
SAL supplies customised equipment and associated installation and
maintenance services on a project-by-project basis to a
highly-concentrated customer base through a framework agreement
with a major UK Government department. SAL is part of the Group's
Services division.
At present, the most significant threat to UK security comes not
from state-to-state conflict, but from international and domestic
terrorism. To effectively protect potential target locations such
as crowded public spaces, high-profile targets and critical
national infrastructure, they must appear hostile to potential
terrorist activity. The Company believes that SAL will be
instrumental in helping it achieve its strategic aim of working
directly with end-customers and through key partner organisations,
both in the UK and abroad, to provide focused, proportionate and
effective solutions which will help protect these target locations
from attack.
6c. Overtis Solutions (now known as Digital Barriers Integration
Services)
On 23 July 2010 the Group acquired the business and assets of
the Solutions division of Overtis Group ("Overtis Solutions") for
GBP3.2m in cash.
Overtis Solutions is a UK-based specialist provider of
integrated security solutions used in the protection of high value
physical, human and information assets on a global basis held by
high risk government departments, public sector bodies and major
corporations. Overtis is part of the Group's Services division.
Overtis Solutions is considered by the Board to be highly
complementary to the activities of Security Applications Limited
("SAL"), which Digital Barriers acquired on 23 March 2010. The
Board of Digital Barriers believes that the activities of Overtis
Solutions combined with those of SAL will enable the Company to
take a further step forward in its strategic ambition to build a
specialist mid-market business that can work directly with
end-customers and through key partner organisations both at home
and abroad to provide focused, proportionate and effective
solutions which help protect key assets from attack.
6d. COE Group plc
On 20 August 2010 the Group's recommended cash offer for the
issued share capital of COE Plc ("COE") for GBP3.3m in cash became
unconditional, and the Group took control of Coe Group plc.
COE's focus has been to specialise in bringing innovative
products to the video surveillance market. This has culminated in
the successful development of COE's product range which offer high
levels of video quality and technological integration for
surveillance activities across IP, fibre and hybrid networks. The
Board believes that the acquisition of COE will provide Digital
Barriers with the next step in the development and execution of its
strategy to build a leading mid-market business in the homeland
security space. Coe is part of the Group's Products division.
6e. Waterfall Solutions Limited
On 20 October 2010, the Group acquired the entire share capital
of Waterfall Solutions Limited ("Waterfall Solutions") for a
maximum consideration of GBP5.5 million in cash and loan notes on a
cash and debt free basis. Cash consideration was an initial GBP3.9
million paid upon completion and another GBP0.5 million paid before
the period end for the excess working capital acquired. The initial
consideration of GBP3.9 million was paid in cash. Deferred
consideration of up to GBP0.75 million is payable in cash and loan
notes based on the year ended 30 September 2011, and an additional
sum of up to GBP0.75 million is payable in cash and loan notes
based on the year ended 30 September 2012, based on revenue and
profit targets. A further GBP0.1 million is payable shortly after
the year ended 30 September 2011 and is contingent on the vendors
continuing to be employed by the Group at that date. This amount is
treated as remuneration for services to Waterfall Solutions and
will be recognised within administrative expenses over the period
to 30 September 2011.
Waterfall Solutions is a UK-based provider of advanced
technology solutions and related consulting services, specialising
in the areas of image processing, data fusion, modelling and
simulation, and fits neatly with Digital Barriers existing acquired
assets. Waterfall works directly with government and commercial
clients in the defence and security sectors as well as through
strategies partnerships and prime systems integrators. Waterfall is
part of the Group's Products division.
6f. Essential Viewing Systems Limited
On 11 March 2011, the Group acquired the entire share capital of
Essential Viewing Systems Limited ("EVS") for a maximum
consideration of GBP4.85 million in cash on a cash-free, debt-free
basis. Cash consideration was an initial GBP3.4 million paid upon
completion and another GBP0.2 million paid before the period end
for the excess working capital acquired. A further payment of
GBP0.2 million for the balance of excess working capital is payable
after the period end. Deferred consideration of up to GBP1.45
million is payable in cash upon the completion of EVS' current
financial year, ending on 31 December 2011 and subject to revenue
and profit targets. Up to GBP0.35 million of this deferred
consideration is payable at the end of the first half of EVS'
current financial year, ending on 30 June 2011, again subject to
revenue and profit targets.
EVS is a UK-based provider of surveillance products that are
capable of streaming real-time video and related data over cellular
and other wireless networks where bandwidth limitations can
seriously compromise video quality and equipment control. EVS'
products can be rapidly deployed and are especially well suited to
covert surveillance, specialist areas of defence and law
enforcement, public safety including transportation security, and
deployment within remote or hostile environments. EVS is part of
the Group's Products division.
EVS' products, its end markets and the high quality nature of
its solutions complement Digital Barriers' existing technology
portfolio and stated growth strategy, as does EVS' current network
of partners, distributors and integrators.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SDDEFFFFSEDI
Thruvision (LSE:THRU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Thruvision (LSE:THRU)
Historical Stock Chart
From Jul 2023 to Jul 2024
