TIDMDGB
RNS Number : 2710E
Digital Barriers plc
29 May 2012
29 May 2012
Digital Barriers plc
('Digital Barriers' or the 'Group')
Preliminary Results for the year ended 31 March 2012
Digital Barriers (LSE AIM: DGB), the specialist provider of
advanced surveillance technologies to the international homeland
security and defence markets, announces audited results for the
year ended 31 March 2012.
The Board is pleased to report that it has made significant
progress during the year, the highlights of which are:
Key Highlights
Increasing revenue by 129% from GBP6.6 million to GBP15.0
million and delivering organic revenue growth of 24%.
Loss before tax of GBP4.1 million (2011: GBP4.6 million) and
adjusted loss before tax* of GBP6.0 million (2011: GBP2.7
million).
Extending our highly differentiated portfolio of world-class
technology to include next generation video transmission,
unattended ground sensors, and standoff passive screening
technologies.
Achieving good international sales progress with key military
and homeland security customers across North America, Europe, the
Middle East and Asia-Pacific.
Completing seven further acquisitions since 31 March 2011
(bringing the total to twelve) and integrating all of these fully
into the Group.
Establishing a Dubai office to add to those in London, Singapore
and Washington DC.
* Adjusted loss before tax is calculated after adding back
amortisation of intangibles initially acquired on acquisition,
acquisition costs, reorganisation costs, and deducting adjustments
to deferred consideration and the gain on a bargain purchase.
Commenting on the results Dr Tom Black, Executive Chairman of
Digital Barriers said:
"We continue to see the opportunity for Digital Barriers as very
compelling over the medium to long term. The international sales
traction we have already achieved, combined with the very positive
feedback from customers and partners that our IP can outperform
that offered by competitors, gives us high levels of confidence in
our ability to grow revenue significantly in the coming year and in
the longer-term prospects of the Group".
For further information, please contact:
Digital Barriers plc Tel: 020 7940 4740
Tom Black, Executive Chairman
Colin Evans, Managing Director
Investec Investment Banking Tel: 020 7597 5970
Andrew Pinder
Dominic Emery
FTI Consulting Tel: 020 7831 3113
Edward Bridges
Matt Dixon
Elodie Castagna
About Digital Barriers
Digital Barriers provides advanced surveillance technologies to
the international homeland security and defence markets,
specialising in 'edge-intelligent' solutions that are designed for
remote, hostile or complex operating environments. We work with
governments, multinational corporations and system integrators in
the defence, law enforcement, critical infrastructure,
transportation and natural resources sectors. Our surveillance
technologies have been successfully proven on some of the most
demanding operational and environmental deployments around the
world.
www.digitalbarriers.com
Chairman's Statement
Introduction and Highlights
Digital Barriers has made significant progress since its IPO two
years ago. We now have established a broad international platform
to engage with key customers in each of our target regions. We have
an exceptional portfolio of genuinely world-class IP under
ownership and we have successfully integrated twelve acquisitions
under the Digital Barriers brand.
Our aim is to work with governments, multinational corporations
and system integrators in the defence, law enforcement, critical
infrastructure, transportation and natural resources sectors,
providing them with advanced surveillance solutions that can be
deployed across remote, hostile or complex operating environments.
We can now offer a full suite of differentiated cutting-edge
technologies to meet a wide range of surveillance requirements for
customers across the globe.
We have expanded our international reach significantly through
targeted investments in regions offering high potential and we are
establishing a strong reputation as an important provider of
advanced surveillance technologies to the homeland security and
defence sectors. As a result, we have already been able to achieve
sales across four continents and are now in a position to build
significantly on that achievement in the coming period.
The major highlights are as follows:
-- Extending a highly differentiated portfolio of world class IP
under our ownership, enabling us to offer an unrivalled range of
products and solutions. This includes next generation video
transmission, unattended ground sensors, and standoff passive
screening technologies. We sell technology both into large
surveillance programmes and as a range of stand-alone readily
deployable products.
-- Gaining international traction with military and homeland
security customers and partners across North America, Europe, the
Middle East and Asia-Pacific and making good early sales progress
in the US, UAE, Singapore and South Korea. In addition, our
technology has also been identified for potential use in much
larger government programmes which are being planned in all our
target regions.
-- Bringing the number of completed acquisitions since IPO to a
total of 12, all of which are now fully integrated under the
Digital Barriers brand. Our acquisitions have significantly
enhanced our capabilities, bringing exceptional new technology into
the Group. Where restructuring has been required to improve the
operational performance and prospects of a specific acquisition
this has been done with minimal impact on the wider performance of
the Group.
-- Increasing our revenues by 129%, from GBP6.6 million in our
first period to GBP15.0 million last year (pro forma organic
growth(1) 24% from GBP11.1m to GBP13.8m). We believe that this
level of organic growth illustrates the ability of Digital Barriers
to execute its strategy within the international homeland security
and defence markets.
-- Establishing a new office in Dubai as a hub from which to
service a fast-growing market in the Middle East region, where we
are seeing strong interest in our technologies and have achieved
initial sales. We expect to expand our presence into the Kingdom of
Saudi Arabia during the coming period.
-- Securing our position as the partner of choice in the UK for
advanced surveillance solutions into the most demanding Government
and law enforcement customers. We have established Digital Barriers
as a credible and respected company and are making significant
progress in establishing our technologies as the preferred choice
for new international partners.
(1) Assuming all prior period acquisitions occurred on 1 April
2010 and excluding all current year acquisition.
Results
The results for the year demonstrate encouraging growth in our
revenue and prove our ability to identify and integrate
acquisitions quickly and effectively.
Revenue in the year was GBP15.0 million. The Group's loss before
tax was GBP4.1 million. We recorded an adjusted loss before tax of
GBP6.0 million, after adding back amortisation of intangibles
initially acquired on acquisition of GBP2.0 million, acquisition
costs of GBP0.8 million, reorganisation costs of GBP0.5 million,
deducting adjustments to deferred consideration of GBP5.0 million
and the gain on a bargain purchase of GBP0.2 million.
Consideration for acquisitions in the year totalled GBP5.6
million, with GBP5.2 million of this paid in cash in the year. The
cash balance at the end of the year was GBP15.3 million.
People
We have now expanded to a team of 183 people at the year end,
based across our headquarters in London, strategic hubs across four
continents and subsidiary offices around the UK. We employ a
combination of world-class technologists, highly credible homeland
security and defence professionals and experienced sales
executives.
This year we have focused on integrating the acquisitions we
have made into the Group. We have sought to develop a strong ethos,
based on innovation and high momentum, throughout the business and
I have been particularly struck by the enthusiasm and commitment of
our staff, most of whom have joined through acquisition.
We have also ensured that we have highly qualified people
carrying out the critical work of building partnerships in our key
international markets. We have established a skilled management
team to oversee this and have successfully set up and integrated
our major hubs in Washington DC, Dubai and Singapore. Overall, our
sales force amounts to more than 30 of our staff.
As announced earlier this year, Chris Banks and Rupert Keeley
will step down from the Board at the Company's Annual General
Meeting in July. Chris Banks is retiring from the Board in order to
reduce his workload and Rupert Keeley is stepping down following
his recent appointment to a full-time executive role with PayPal in
Singapore.
I would also like to express my gratitude to both Chris and
Rupert for their contribution to the Board. Chris joined the Board
at the time of the Company's IPO in order to assist with setting up
our governance regime, a role in which he has added enormous value.
Rupert joined the Board in July 2010 to enhance our knowledge of
overseas markets, Asia and the Middle East in particular, and has
greatly assisted our early development.
Paul Taylor joined the Board in April and will replace Chris as
Chairman of the Audit Committee following our AGM and I am
delighted to welcome him. Our search to replace Rupert is well
advanced and I fully expect that we will appoint a replacement in
the near future.
Outlook
We have built our initial platform and are achieving good early
stage sales successes. We have confirmed our original view that a
very substantial opportunity exists in the global surveillance
market. The task now is to execute successfully in order to exploit
this opportunity. The board is very confident that we will do
so.
In the coming period, we will focus on five areas that have
emerged as critical to our ongoing success.
-- We will continue to invest in our already acquired technology
to ensure that it maintains its world-class status and that we
develop new solutions based on that technology. We will also seek
to identify additional technologies that can further enhance our
portfolio.
-- We will continue to develop strong relationships with the
twenty or so most important "flagship customers" to ensure that we
become a technology partner of choice to them across their most
demanding surveillance programmes.
-- We will expand our sales reach into key international markets
by supplementing these flagship relationships with an expanding
network of specialist partners and resellers to service broader
market demand.
-- We will continue to develop the Digital Barriers brand
internationally as a pre-eminent advanced surveillance technology
provider in our sector.
-- We will continue to invest in our existing regional sales
capability and will strengthen our presence in the Kingdom of Saudi
Arabia, which we see as a key market for our products.
We continue to see the opportunity for Digital Barriers as very
compelling over the medium to long term. The sales traction we have
already achieved combined with the very positive feedback from
customers and partners that our IP can outperform that offered by
competitors, gives us high levels of confidence in our ability to
grow revenue significantly in the coming year and in the
longer-term prospects of the Group.
Business Review
Introduction
Digital Barriers has made significant progress this year. We are
now engaged with many target "flagship" customers across our
regions, with a broad suite of genuinely world-class and
increasingly integrated Intellectual Property (IP) under ownership,
which we are marketing to customers around the world as readily
deployable solutions. Having completed seven acquisitions in the
period since 31 March 2011, bringing the total number to twelve,
and integrated all of these acquired businesses under the Digital
Barriers brand, we can now offer a wide range of leading-edge
surveillance solutions to the most demanding customers around the
world with critical and complex operational requirements.
We have secured our position as a trusted supplier to key UK
Government agencies. We have also made encouraging progress in
penetrating our targeted international markets, making important
early sales to influential foreign government agencies and systems
integrators in all of our key regions, specifically the US, the
Middle East and Asia Pacific.
This year has also seen a step change in the structure and
integration of companies into Digital Barriers. Each of our
acquisitions has been fully integrated into the Group and started
to develop a shared ethos and sense of mission. We have implemented
a clear and straightforward organisational structure to reinforce
this and have streamlined management structures and focused
research and development efforts in line with an integrated
technology roadmap. We have consolidated our estate portfolio with
clear plans in place and have deployed a unified sales force of
more than 30 staff operating successfully across the world. As a
result, the Digital Barriers brand is now recognised as a market
leader among our core UK-based customer base and we are building a
strong reputation internationally with target customers.
With good organic growth this year, seven further acquisitions
integrated into the Group and a growing reputation at home and
overseas, we now have the platform and customer reach to support
significant organic growth in the coming period.
Market Dynamics
Despite the economic difficulties that have affected many
developed countries around the world, the global defence and
homeland security market has proven resilient and continues to
grow. The outlook in particular for the global homeland security
market is one of sustained, longer-term expansion, with forecast
growth rates of between five and seven percent through to 2019*.
Despite the relative decline in most NATO members' defence budgets,
the global outlook for defence spending remains positive with many
countries increasingly focusing on the counter-terrorism and
counter-insurgency domains.
In the last year, Digital Barriers has sharpened its focus on
those sections of the homeland security market in which we see the
greatest potential for growth. We specialise in providing advanced
surveillance technologies to support our customers operating across
hostile, remote and complex environments. We concentrate
particularly on requirements relating to law enforcement, border
security, specialist areas of defence, airports, seaports and mass
transit, public safety and natural resources.
International Developments
Digital Barriers has taken significant steps to establish itself
as an international high technology products-based export business.
We are doing so by driving forward our targeted international sales
strategy.
Direct sales
Under this strategy, we have concentrated on the identification
and development of approximately 20 large international flagship
customers, mainly major government agencies, and commercial
organisations in the critical infrastructure and oil and gas
sectors, to whom we can sell directly. These flagship customers
will be the principal end-users of our technology and we have been
expanding our network of sales offices to focus on these
organisations. The majority are in the UK and the US, but there are
a handful of increasingly important organisations in the Gulf
Co-operation Council (GCC) states of the Middle East and also the
Asia Pacific region. We have therefore established offices and
full-time sales staff in Washington DC, Dubai and Singapore, with
the intention of increasing our presence in the Kingdom of Saudi
Arabia in the coming year. Our acquisition of Keeneo, based in
France, has also broadened our reach into Continental Europe.
Progress by region is summarised as:
-- In the US, we are now working to ensure our products meet the
specific requirements of our customers, who make up the largest and
most influential security and defence market in the world;
* Source; Visiongain Homeland Security Market Report 2009 to
2019
-- In the Middle East, we have established a regional hub in
Dubai and have made good progress in gaining traction with flagship
government and law enforcement customers, and with the
international systems integrators bidding for large government
programmes; and
-- In Asia Pacific, we have focused our direct sales efforts on
Singapore, Hong Kong and the Republic of Korea and have deepened
our engagement with various government agencies in these
markets.
Our regional sales teams have made significant progress in
successfully penetrating many of these flagship customers, having
invested significant effort in progressing our technology through
the inevitably long and complex government sales cycles. For these
highly discerning customers with complex requirements, we use a
consultancy-led approach to understand customer needs such that we
can jointly shape the right solutions, including appropriate
training and support. This process involves establishing our
credibility through references from UK Government, through the
quality of our IP and from proven expertise. We then demonstrate
our most relevant technologies and in many cases have secured
successful technology trials and then sales. The strength of our IP
truly differentiates our range of solutions and can provide
customers with game-changing solutions.
Indirect sales
In addition to targeting direct sales into flagship customers,
we continue to develop partnerships with the major systems
integrators, both globally and regionally. We focus tightly on
where interests align, where our partners can help us access major
government programmes, and where they have already developed
strategic relationships with the key customers in our target
regions. By way of example, our partnerships with Cassidian and
Boeing in the Middle East, and Singapore Technologies in Asia
Pacific are progressing well.
We have also appointed an initial group of carefully selected
value-added resellers (VARs) and other distributors to broaden our
reach, particularly into Europe and South East Asia. This network
is starting to open up additional revenue streams by selling proven
technology used by flagship customers into a much broader market.
Although at an early stage, it is expected that this route to
market will become more significant for us as time progresses.
Operational Review
Services Division
Our Services division has successfully established itself in the
UK market in the last year and grown well. Formed by the successful
integration of Security Applications and Overtis Solutions, the
division is based in Didcot.
The division implements solutions from both third party
technology providers and, increasingly, from our own products
division as our technology portfolio has grown. In the coming year
we plan for continued organic growth and will maintain our current
focus on the very high security areas of the UK Government market
where we have an established reputation with key customers as the
most technologically advanced, reliable and discreet partner for
the provision of fully integrated surveillance solutions.
Products Division
Our Products Division has expanded rapidly with strong
underlying organic growth coming from continuing penetration of the
UK and targeted international markets and with new acquisitions of
key technologies that broaden and strengthen our existing IP
set.
The division is now able to provide leading, fully integrated
and proven surveillance platforms for hostile, remote and complex
environments. These solutions range from edge-intelligent sensors
and image capture to real time transmission, advanced video
management systems and adaptive video analytics and image
processing and enhancement techniques. We have also moved beyond
the capture and transmission of purely visual surveillance. The
acquisition of Zimiti with its world-leading Remote Detection and
Classification ("RDC") unattended ground sensor ("UGS") technology
and ThruVision with its Standoff Passive Screening ("SPS")
detection capability bring emerging sensor technology into our
capability suite.
Our capabilities in these areas are highly differentiated and we
continue to invest to ensure we stay ahead of the competition both
in terms of technical edge and cost-effectiveness. Feedback from
major government, law enforcement and defence customers gives us
confidence that we can provide a level of technical capability not
available from other providers in the marketplace.
Since 31 March 2011, Digital Barriers has acquired seven
businesses, each bringing its own capabilities, together forming an
even more compelling and integrated product suite. These businesses
were Zimiti Ltd, Keeneo SAS, Stryker Communications Ltd, the IP and
assets of LMW, Codestuff Ltd, and the IP and assets of ThruVision
Systems and Enterprise Technologies.
These new acquisitions and their successful integration into the
Group have enabled us to bring an increased structure and focus to
our products and propositions. We have made sales into flagship
customers across each of our four key regions with significant
positive feedback gained from government and prime systems
integrators on the performance of our technology.
We have also made steady progress in integrating all our
acquisitions into better-defined product family groupings. These
groupings are as follows:
Advanced Technologies: This product family focuses on the
wireless and fixed video transmission technologies acquired through
COE, Essential Viewing Systems, and ETech. In this area, we design
solutions principally around our ultra-narrow band and high
security video streaming capability to meet the specific needs of
our military and law enforcement customers in remote and hostile
locations.
Solution Engineering: This product family focuses on command and
control, video content analytics and specialist image processing.
It includes the technology acquired through Waterfall Solutions,
Keeneo and Codestuff. In this area, we develop surveillance
software solutions that are managed at an enterprise level or
embedded into our products. This includes advanced 4D video
analytics, image processing, real time sensor/data fusion, 3D
imaging and command and control. These software capabilities are
sold into all our market areas.
Tactical Products: Formed from the acquisitions of Stryker and
LMW. It develops and manufactures readily deployable solutions that
are designed to work with little or no customisation. This includes
fixed-wireless surveillance units, mobile surveillance and
specialist cameras and sensors. Our principal customers are
military and law enforcement agencies, and organisations protecting
high profile sites and events.
Emerging Sensors: This family contains our 'edge' sensor
technologies; passive stand-off body scanning from Thruvision and
Unattended Ground Sensors from Zimiti. As the earlier stage
technologies in Digital Barriers, we continue to invest in final
productisation of both technologies in parallel with focused
international sales campaigns for each.
The Group has also made excellent progress in integrating the
various acquired technology components into a range of compelling
technical solutions. This allows us to meet the differing needs of
our market domains and geographic regions from the same underlying
technology. We are also working to optimise our supply chain
management across the Group and to take fullest advantage of the
economies of scale offered.
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: GBP15.0 million for the year under review (2011(2) : GBP6.6 million);
-- Pro forma organic revenue growth: 24% for the year under
review, growing from GBP11.1 million to GBP13.8 million;
-- Gross margin: 40.4% for the year under review (2011: 38.7%);
-- Corporate overhead: GBP5.3 million for the year (2011: GBP2.7 million);
-- Number of employees: 183 at 31 March 2012 (2011: 110); and
-- Cash: GBP15.3 million at 31 March 2012 (2011: GBP33.5 million).
The Board is satisfied with the status of the above performance
indicators given the current stage of the Group's development.
(2) First reported period being the 13 months to 31 March 2011.
Financial review
In its second full accounting year, Digital Barriers has
delivered revenue of GBP15.0 million (2011: GBP6.6 million)
generating an adjusted loss before tax of GBP6.0 million (2011
loss: GBP2.7 million) and adjusted loss per share of 12.83 pence
(2011 loss: 9.21 pence). On an unadjusted basis, the loss before
tax was GBP4.1 million (2011 loss: GBP4.6 million) and loss per
share was 8.11 pence (2011 loss: 15.38 pence).
Revenue and loss
Of the GBP15.0 million of revenue in year, GBP13.8 million was
delivered by acquisitions made during the prior period and GBP1.2
million was contributed by acquisitions in the current year.
The increase in revenue over the prior period was GBP8.4 million
(129%). On a pro forma basis (assuming all prior year acquisitions
occurred on 1 April 2010 and excluding all current year
acquisitions) revenue has increased by GBP2.7 million (24%).
Our acquisitions have contributed significantly to the results
of the Group in the year. In two cases the performance since
acquisition has fallen short of earn-out targets. In a further two
cases the timing of revenues rather than underlying poor
performance has impacted the achievement of earn-out targets. In
all four cases the related payments have either not been made or
settled early on a partial basis, resulting in a substantial
adjustment to deferred consideration as detailed below. Where
necessary, restructuring has been carried out to improve
operational performance and prospects. In all cases the customers,
skills and technology acquired remain important to the Group's
future development and we are confident they will contribute
significantly to the prospects of the Group in the longer term.
Significant acquisitions in the year were:
Date of acquisition
------------------------------ -------------------
Zimiti Limited 18 June 2011
Keeneo SAS 29 July 2011
Stryker Communications Limited 18 November 2011
LMW Electronics 20 January 2012
Codestuff Limited 1 March 2012
ThruVision 8 March 2012
------------------------------ -------------------
Results by division are shown below. Whilst revenue from each
division has grown substantially on the prior period, the operating
results reflect the legacy costs of running separate acquired
businesses prior to their full integration, reorganisation during
the year, and the on-going investment in certain product lines.
Services Products Total
2012 2012 2012
GBPm GBPm GBPm
--------------------------- -------- -------- -----
Revenue 6.3 8.7 15.0
Segment profit/(loss) 0.1 (0.9) (0.8)
Corporate overheads (5.3)
Adjusted Group operating
loss (6.1)
--------------------------- -------- -------- -----
Interest 0.1
--------------------------- -------- -------- -----
Adjusted Group loss before
tax (6.0)
--------------------------- -------- -------- -----
Revenue in the year was split 42% (2011: 64%) and 58% (2011:
36%) between Services and Products respectively. The movement from
the prior period is driven by the respective growth rates within
each division and the split of acquisitions made in the year, which
reflect the strategic focus of the Group. The swing towards
typically higher margin product sales has also driven the change in
gross margin, increasing from 38.7% to 40.4%.
An adjusted loss before tax figure is presented as the Directors
believe that this is a more relevant measure of the Group's
underlying performance. For the year this was GBP6.0 million (2011:
GBP2.7 million) and is detailed in the table below:
13 months
ended
2012 31March2011
GBP'000 GBP'000
------------------------------------------------- -------- ------------
Loss before tax (4,102) (4,605)
Add back:
Amortisation of intangibles initially recognised
on acquisition 2,024 668
IPO, Placing and deal costs 754 1,125
Adjustments to deferred consideration (i) (5,004) 89
Gain on bargain purchase (ii) (152) -
Reorganisation costs (iii) 510 -
------------------------------------------------- -------- ------------
Adjusted loss before tax (5,970) (2,723)
------------------------------------------------- -------- ------------
(i) Relates to the early settlement of deferred consideration
for Keeneo and Waterfall, a nil pay-out against the Essential
Viewing deferred consideration and a reassessment of the likely
deferred consideration payable for Zimiti, partly offset by the
unwind of discount against deferred consideration.
(ii) Relates to the purchase of ThruVision in March 2012.
(iii) Relates to the rationalisation of certain entities within
the Services and Products divisions.
The increase in adjusted loss over the prior period
reflects:
-- Increased expenditure on central sales and marketing,
building the international sales platform across all four key
regions;
-- Continued investment in key strategic product lines such as
those provided by Zimiti and ThruVision; and
-- Relatively static central corporate overhead, excluding the
investment in sales and marketing and the strengthening of the
central team as detailed in note (i) below.
The corporate overheads are broken down as follows:
13 months ended
2012 31 March 2011
GBP'000 GBP'000
------------------------ -------- ---------------
Sales and marketing 2,498 732
------------------------ -------- ---------------
Other overheads:
Board and Plc operating
costs (i) 1,484 999
Operations, finance and
facilities 1,177 973
LTIP charge 159 43
------------------------ -------- ---------------
2,820 2,015
Total 5,318 2,747
------------------------ -------- ---------------
(i) 2012 includes the impact of a full time Group Finance
Director and Company Secretary, the associated recruitment costs
and those for the new non-executive director, plus the market based
adjustments to executive remuneration in December 2010 as disclosed
in the prior period annual report.
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 GBP0.6 million (2011: GBP0.3 million) principally relates
to the unwinding of deferred tax liabilities on acquired
intangibles and R&D tax credits.
At 31 March 2012 the Group had unutilised tax losses carried
forward of approximately GBP19.6 million (2011: GBP11.2 million).
Given the varying degrees of uncertainty as to the timescale of
utilisation of these losses, the Group has not recognised GBP3.7
million (2011: GBP2.2 million) of potential deferred tax assets
associated with GBP14.8 million (2011: GBP8.3 million) of these
losses.
At 31 March 2012 the Group's net deferred tax liability stood at
GBP0.4 million (2011: GBP0.5 million), relating to intangibles on
acquisitions made in the year of GBP1.6 million (2011: GBP1.3
million), offset by GBP1.2 million (2011: GBP0.8 million) relating
to tax losses.
Loss per share
The reported Loss per share is 8.11 pence (2011 loss: 15.38
pence). The adjusted Loss per share is 12.83 pence (2011 loss: 9.21
pence).
Cash and treasury
The Group ended the year with a cash balance of GBP15.3 million
(2011: GBP33.5 million).
During the course of the year GBP5.2 million was paid to acquire
new businesses, with an additional GBP0.8 million in associated
costs, and a further GBP2.0 million was paid in deferred
consideration in respect of current and prior period acquisitions.
GBP9.2 million funded the Group's operating loss and working
capital requirements, and the remaining cash movement during the
year of GBP1.0 million was invested in fixed assets.
The maximum deferred consideration payable in the future in
respect of acquisitions made to date is GBP9.7 million, of which
GBP2.5 million has been provided for within the accounts. The
Directors are of the opinion that any deferred consideration
payments falling due will be largely self-financing, and so view
the majority of the GBP15.3 million of cash held at the end of the
year as being available to the Group to fund future acquisitions
and growth in working capital.
Financing costs included a charge of GBP0.4 million in respect
of the discounting of the deferred consideration for Security
Applications Limited, Waterfall Solutions Limited, Essential
Viewing Systems Limited, Keeneo SAS, Stryker Communications
Limited, LMW and Codestuff Limited, which will be paid out over the
next two years.
Dividends
The Board is not recommending the payment of a dividend.
Consolidated income statement
for the year ended 31 March 2012
Year ended 13 months
31 March ended 31
2012 March 2011
Note GBP'000 GBP'000
-------------------------------------- ---- ---------- -----------
Revenue 14,996 6,555
Cost of sales (8,939) (4,021)
-------------------------------------- ---- ---------- -----------
Gross profit 6,057 2,534
Administration costs (15,782) (7,141)
Other income 5,828 -
-------------------------------------- ---- ---------- -----------
Operating loss (3,897) (4,607)
Finance revenue 160 98
Finance costs (365) (96)
-------------------------------------- ---- ---------- -----------
Loss before tax (4,102) (4,605)
Income Tax 561 257
-------------------------------------- ---- ---------- -----------
Loss after tax attributable to
owners of the parent (3,541) (4,348)
-------------------------------------- ---- ---------- -----------
Adjusted loss:
Loss before tax (4,102) (4,605)
Amortisation of intangibles initially
recognised on acquisition 2,024 668
IPO, Placing and deal costs 754 1,125
Adjustments to deferred consideration (5,004) 89
Gain on bargain purchase (152) -
Reorganisation costs 510 -
-------------------------------------- ---- ---------- -----------
Adjusted loss before tax for the
period 2 (5,970) (2,723)
-------------------------------------- ---- ---------- -----------
(Loss) per share - basic 3 (8.11p) (15.38p)
(Loss) per share - diluted 3 (8.11p) (15.38p)
(Loss) per share - adjusted 3 (12.83p) (9.21p)
(Loss) per share - adjusted diluted 3 (12.83p) (9.21p)
-------------------------------------- ---- ---------- -----------
The results for the year and the prior period are derived from
continuing activities.
Consolidated statement of comprehensive income
for the year ended 31 March 2012
13 months
Year ended ended 31 March
31 March 2012 2011
GBP'000 GBP'000
------------------------------------------------- -------------- ---------------
Loss for the period (3,541) (4,348)
Exchange differences on retranslation of foreign
operations (246) -
------------------------------------------------- -------------- ---------------
Total comprehensive loss attributable to owners
of the parent (3,787) (4,348)
------------------------------------------------- -------------- ---------------
Consolidated balance sheet
at 31 March 2012
31 March 2012 31 March 2011
Note GBP'000 GBP'000
-------------------------------------- ---- ------------- -------------
Assets
Non-current assets
Property, plant and equipment 892 389
Goodwill 21,716 12,966
Other intangible assets 8,150 5,912
-------------------------------------- ---- ------------- -------------
30,758 19,267
Current assets
Inventories 1,788 589
Trade and other receivables 4 6,760 3,243
Current tax recoverable 655 163
Cash and cash equivalents 15,289 33,524
-------------------------------------- ---- ------------- -------------
24,492 37,519
-------------------------------------- ---- ------------- -------------
Total assets 55,250 56,786
-------------------------------------- ---- ------------- -------------
Equity and liabilities
Attributable to equity holders of the
Parent
Equity share capital 437 436
Share premium 48,012 48,012
Capital redemption reserve 4,735 4,735
Merger reserve 348 -
Translation reserve (246) -
Other reserves (307) (307)
Retained earnings (7,687) (4,305)
-------------------------------------- ---- ------------- -------------
Total equity 45,292 48,571
Non-current liabilities
Deferred tax liabilities 414 507
Financial liabilities 6 1,000 673
-------------------------------------- ---- ------------- -------------
1,414 1,180
Current liabilities
Trade and other payables 5 6,794 3,680
Financial liabilities 6 1,750 3,355
-------------------------------------- ---- ------------- -------------
8,544 7,035
-------------------------------------- ---- ------------- -------------
Total liabilities 9,958 8,215
-------------------------------------- ---- ------------- -------------
Total equity and liabilities 55,250 56,786
-------------------------------------- ---- ------------- -------------
Consolidated statement of changes in equity
for the year ended 31 March 2012
Share Capital Profit
Share premium redemption Merger Translation Other and loss Total
capital account reserve reserve reserve reserves reserve equity
GBP'000 GBP'000 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
------------------------- -------- -------- ----------- -------- ------------ --------- --------- --------
Issue of shares on
acquisition of Keeneo 1 - - 348 - - - 349
Share-based payment
credit - - - - - - 159 159
Loss for the year - - - - - - (3,541) (3,541)
Other comprehensive
loss - - - - (246) - - (246)
------------------------- -------- -------- ----------- -------- ------------ --------- --------- --------
Total comprehensive
loss for the year - - - - (246) - (3,541) (3,787)
------------------------- -------- -------- ----------- -------- ------------ --------- --------- --------
At 31 March 2012 437 48,012 4,735 348 (246) (307) (7,687) 45,292
------------------------- -------- -------- ----------- -------- ------------ --------- --------- --------
Consolidated statement of cash flows
for the year ended 31 March 2012
Year ended 13 months ended
31 March 2012 31 March 2011
Note GBP'000 GBP'000
----------------------------------------------- ---- -------------- ---------------
Operating activities
Loss before tax (4,102) (4,605)
Non-cash adjustment to reconcile loss before
tax to net cash flows
Depreciation of property, plant and equipment 193 90
Amortisation of intangible assets 2,056 668
Share-based payment transaction expense 159 43
Gain on bargain purchase 2 (152) -
Release of deferred consideration 2 (4,021) -
Reassessment of deferred consideration 2 (1,693)
Disposal of fixed assets 5 -
Finance income (160) (98)
Finance costs 365 96
Working capital adjustments:
Increase in trade and other receivables (2,896) (1,163)
Increase in inventories (372) -
Increase in trade and other payables 526 691
----------------------------------------------- ---- -------------- ---------------
Cash utilised in operations (10,092) (4,278)
Income tax paid (34) (121)
----------------------------------------------- ---- -------------- ---------------
Net cash flow from operating activities (10,126) (4,399)
----------------------------------------------- ---- -------------- ---------------
Investing activities
Purchase of property, plant & equipment (443) (126)
Expenditure on intangible assets (563) -
Acquisition of subsidiaries (5,249) (16,525)
Payment of deferred consideration (2,034) -
Acquisition of cash and cash equivalents of
subsidiaries 31 1,410
Cash and cash equivalents arising on pooling
of interest transaction - 4,680
Interest received 160 88
----------------------------------------------- ---- -------------- ---------------
Net cash flow utilised in investing activities (8,098) (10,473)
----------------------------------------------- ---- -------------- ---------------
Financing activities
Proceeds from issue of shares - 50,000
Share issue costs - (1,600)
Interest paid (8) (4)
----------------------------------------------- ---- -------------- ---------------
Net cash flow from financing activities (8) 48,396
----------------------------------------------- ---- -------------- ---------------
Net (decrease) / increase in cash and cash
equivalents (18,232) 33,524
Cash and cash equivalents at beginning of
period 33,524 -
Effect of foreign exchange rate changes on
cash and cash equivalents (3) -
----------------------------------------------- ---- -------------- ---------------
Cash and cash equivalents at end of period 15,289 33,524
----------------------------------------------- ---- -------------- ---------------
Notes to the financial information
1. Accounting policies
Basis of preparation
The preliminary results of the year 31 March 2012 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 year
ended 31 March 2012. The report of the auditors on the statutory
accounts for the year ended 31 March 2012 was unqualified and did
not contain a statement under Section 498 of the Companies Act
2006. The Financial Statements for the year ended 31 March 2012
included in this announcement were authorised for issue in
accordance with a resolution of the Board of Directors on 28 May
2012.
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 year ended 31 March 2012
and applied in accordance with the Companies Act 2006.
2. Adjusted loss before tax
An adjusted loss before tax measure has been presented as the
Directors believe that this is a more relevant measure of the
Group's underlying performance. Adjusted loss is not defined under
IFRS and has been shown as the Directors consider this to be
helpful for a better understanding of the performance of the
Group's underlying business. It may not be comparable with
similarly titled measurements reported by other companies and is
not intended to be a substitute for, or superior to, IFRS measures
of profit. The net adjustments to loss before tax are summarised
below:
13 months ended
2012 31 March 2011
GBP'000 GBP'000
-------------------------------------- -------- ---------------
Amortisation of intangibles initially
recognised on acquisition 2,024 668
IPO, Placing and deal costs 754 1,125
Adjustments to deferred consideration
(i) (5,004) 89
Gain on bargain purchase (ii) (152) -
Reorganisation costs (iii) 510 -
Total adjustments (1,868) 1,882
-------------------------------------- -------- ---------------
(i) Adjustments to deferred consideration comprise releases of
GBP3,986,000 and reassessments of GBP1,693,000 partly offset by the
unwind of discount on deferred consideration balances of GBP357,000
and legal and other fees associated with settling certain of the
earn-outs of GBP318,000. GBP669,000 was paid in cash in full
settlement of the Waterfall earn-out considerations and so the
balance of the deferred consideration held has been released to the
Other income line within the income statement. After the payment of
GBP200,000 for excess working capital, no further deferred
consideration was paid in relation to the Essential Viewing
earn-out considerations and so the full balance of the deferred
consideration has been released to the Other income line within the
income statement. GBP315,000 was paid in cash in the year and a
further GBP107,000 was issued in shares after year end in full
settlement of the Keeneo earn-out considerations, and the balance
of the deferred consideration held has been released to the Other
income line within the income statement. The undiscounted deferred
consideration in respect of Zimiti has been reassessed as at 31
March 2012 to be GBP1,720,000.
(ii) The gain on bargain purchase relates to the acquisition of
ThruVision, and has been recognised in the other income line within
the income statement.
(iii) Reorganisation costs relate to the rationalisation of the
organisational and geographical design, information systems and
support functions within both the Services and Products divisions.
As the expenditure relates to transforming the divisions for the
future these costs are not directly related to current
operations.
3. Loss per share
Unadjusted loss per share
Weighted Weighted
average average
Loss after number of Loss per Loss after number of Loss per
taxation shares share taxation shares share
2012 2012 2012 2011 2011 2011
GBP'000 No. Pence GBP'000 No. Pence
----------------------- ---------- ---------- -------- ---------- ---------- --------
Basic loss per share (3,541) 43,660,670 (8.11) (4,348) 28,279,011 (15.38)
----------------------- ---------- ---------- -------- ---------- ---------- --------
Diluted loss per share (3,541) 43,660,670 (8.11) (4,348) 28,279,011 (15.38)
----------------------- ---------- ---------- -------- ---------- ---------- --------
Adjusted loss per share
Weighted
average Weighted
Loss after number Loss per Loss after average number Loss per
Taxation of shares share Taxation of shares share
2012 2012 2012 2011 2011 2011
GBP'000 No. Pence GBP'000 No. Pence
------------------------------------------- ---------- ---------- -------- ---------- --------------- --------
Loss attributable to ordinary shareholders (3,541) 43,660,670 (8.11) (4,348) 28,279,011 (15.38)
Add back:
Amortisation of acquired intangible
assets, net of tax 1,833 - 4.20 529 - 1.87
IPO, Placing costs and deal costs 754 - 1.72 1,125 - 3.97
Adjustments to deferred consideration (5,004) - (11.46) 89 - 0.32
Gain on bargain purchase (152) - (0.35) - - -
Reorganisation costs 510 - 1.17 - - -
------------------------------------------- ---------- ---------- -------- ---------- --------------- --------
Basic adjusted loss per share (5,600) 43,660,670 (12.83) (2,605) 28,279,011 (9.21)
------------------------------------------- ---------- ---------- -------- ---------- --------------- --------
Diluted adjusted loss per share (5,600) 43,660,670 (12.83) (2,605) 28,279,011 (9.21)
------------------------------------------- ---------- ---------- -------- ---------- --------------- --------
The Directors consider that adjusted loss per share 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 2012 and based on the share price of GBP1.815 (2011:
GBP2.05) on that day, 2,332,711 (2011: 2,679,206) ordinary shares
would have been issued in respect of the Incentive Share
conversion. Full details as to the basis of calculation are 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.
4. Trade and other receivables
Gross carrying Provision Net carrying Gross carrying Provision Net carrying
amounts for impairment amounts amounts for impairment amounts
2012 2012 2012 2011 2011 2011
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ -------------- --------------- ------------ -------------- --------------- ------------
Trade receivables 6,074 (118) 5,956 3,169 (355) 2,814
Prepayments and accrued
income 643 - 643 167 - 167
Amounts recoverable on
contracts - - - 233 - 233
Other receivables 161 - 161 29 - 29
------------------------ -------------- --------------- ------------ -------------- --------------- ------------
6,878 (118) 6,760 3,598 (355) 3,243
------------------------ -------------- --------------- ------------ -------------- --------------- ------------
5. Trade and other payables
2012 2011
GBP'000 GBP'000
-------------------------------- -------- --------
Current
Trade payables 2,807 2,030
Accruals 2,753 1,024
Payments received on account 275 220
Social security and other taxes 835 400
Other payables 124 6
-------------------------------- -------- --------
6,794 3,680
-------------------------------- -------- --------
6. Financial liabilities
2012 2011
GBP'000 GBP'000
----------------------- -------- --------
Current
Incentive Shares 218 218
Deferred consideration 1,532 3,137
----------------------- -------- --------
1,750 3,355
----------------------- -------- --------
Non-current
----------------------- -------- --------
Deferred consideration 1,000 673
----------------------- -------- --------
7. Business combinations
Business combinations in the year ended 31 March 2012
The Group has made six material acquisitions during the year,
each of which the Board believes has a product set and technology
capabilities that are complementary to those already offered by the
Group and which will expand the solutions the Group can bring to
its customers. These acquisitions were all made into the Group's
Products division. Non material 'Other Acquisitions' were made into
the Group's Services division.
Zimiti Limited
On 18 June 2011, the Group acquired the entire share capital of
Zimiti Limited ('Zimiti'). Zimiti is a wireless communications
specialist that develops very low power, wireless, autonomous
networks that operate securely over long ranges using small power
sources for long periods of time. Its technology is used to enable
sensor systems to operate in intelligent networks, or to enhance
existing fixed networks by making them more flexible and cheaper to
install and improve. Zimiti is currently focusing on the
development of unattended ground sensor technology that can be used
in a range of surveillance and protective applications across both
the defence and security sectors, being particularly effective in
remote or hostile locations.
Keeneo SAS
On 29 July 2011, the Group acquired the entire share capital of
Keeneo SAS ('Keeneo'). Keeneo was founded in 2005 as a spin-out
from INRIA, the French institute for computer science and automatic
control research, and provides proprietary video analytics software
solutions to the security, aviation, mass-transit, energy and
industrial sectors from its operational base in Sophia-Antipolis,
France. Keeneo operates primarily in Europe but has recently begun
to extend its presence into other regions, most notably the Middle
East. Keeneo's solutions enable the real-time detection of human
intrusion and other pre-defined activities or incidents within a
targeted 3D area or zone. Keeneo also offers a patented "4D"
solution that can intelligently adapt its surveillance to manage
adverse environmental effects, such as changing light or weather
conditions.
Stryker Communications Limited
On 18 November 2011, the Group acquired the entire share capital
of Stryker Communications Limited ('Stryker'). Stryker is a
specialist engineering business that focuses on re-deployable
integrated wireless CCTV systems. Stryker has developed a range of
readily deployable products that integrate various types of camera,
transmission technologies and DVR recording that can be used for
both overt and covert surveillance.
LMW Electronics
On 20 January 2012, the Group acquired the complete product set
and intellectual property, along with certain customer contracts,
of LMW Electronics Limited ('LMW'). LMW's products provide advanced
video capture and transmission technology to the international law
enforcement and military markets. Its leading edge products include
ruggedised video cameras, outstations, vehicle and body-worn
solutions, controller units and low-power point-to-point video
transmission solutions. The LMW products and associated
intellectual property will form part of the readily deployable
Tactical Product range that the Group is developing for its
customers around the world.
Codestuff Limited
On 1 March 2012 the Group acquired the entire share capital of
Codestuff Limited ('Codestuff'). Codestuff is the developer of a
range of best-in-class internet protocol video solutions for the
security, infrastructure, transportation and defence industries.
Operating primarily in the UK, Codestuff's solutions include video
management system ('VMS') software and network video recorder
('NVR') servers, in addition to system design and development
services that build on its extensive video management platform.
Codestuff offers its solutions to a variety of leading players in
the CCTV and security industries, as well as a number of original
end manufacturers, and is an existing supplier of VMS technology to
the Group.
ThruVision
On 8 March 2012 the Group acquired the assets, intellectual
property and customer contracts of ThruVision Systems Limited
('ThruVision'). ThruVision designs and manufactures standoff
passive TeraHertz screening products that can detect objects under
a person's clothes, such as weapons, explosives or smuggled
contraband. ThruVision's products incorporate proprietary passive
sensing technology that detect concealed objects safely using
natural energy. ThruVision's products have been deployed around the
world for a variety of screening applications including border
security, law enforcement, defence and loss prevention.
Other Acquisitions
During the year ended 31 March 2012 the Group made other
non-material acquisitions for total cash consideration of GBP0.2
million, paid on completion.
Purchase consideration
The purchase consideration for each acquisition was as
follows:
Zimiti Keeneo Stryker LMW Codestuff ThruVision Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- -------- ---------- ----------- -------- --------
Cash consideration 878 1,416 716 450 639 950 200 5,249
Issue of share capital - 349 - - - - - 349
Discounted fair value
of deferred consideration 3,168 2,139 717 89 - - - 6,113
---------------------------- -------- -------- -------- -------- ---------- ----------- -------- --------
Total consideration 4,046 3,904 1,433 539 639 950 200 11,711
---------------------------- -------- -------- -------- -------- ---------- ----------- -------- --------
Pre-tax cost of debt 7.2% 7.0% 6.0% 6.0% - - -
Undiscounted fair
value of deferred
consideration 3,400 2,352 750 90 - - -
---------------------------- -------- -------- -------- -------- ---------- ----------- --------
In accordance with IFRS3R the Directors have assessed the
undiscounted fair value of deferred consideration payable for each
acquisition as stated above, based on expected cash flows. The
discounted fair values of deferred consideration payable have been
calculated from the undiscounted amounts using the pre-tax cost of
debt as stated above.
The Zimiti maximum consideration is GBP10.0 million payable in
cash and new Ordinary Shares at the Group's discretion, on a
cash-free, debt-free basis. Initial cash consideration of GBP1.5
million was paid less debt and working capital adjustments of
GBP0.6 million. Deferred consideration of up to GBP8.5 million is
payable over the period from completion to 30 September 2013,
subject to revenue, profit and operational targets. Up to GBP4.25
million of the deferred consideration may be satisfied through the
issue of new Ordinary Shares, with the balance satisfied in cash.
Up to GBP1.25 million of the deferred consideration is based on
operational targets through to 18 June 2012, but can be achieved
and paid prior to this date. Up to GBP1.25 million of the deferred
consideration is based on operational targets through to 30
September 2012, but can be achieved and paid prior to this date. Up
to GBP3.0 million of the deferred consideration is based on revenue
and profit targets for the year ended 30 September 2012 and a
further GBP3.0 million on the year ended 30 September 2013. The
amount of deferred consideration likely to be paid was reassessed
at 31 March 2012.
The Keeneo maximum consideration is EUR6.5 million payable in
cash and new Ordinary Shares at the Group's discretion. The Group
will also assume debt of up to EUR1.0 million. Initial
consideration paid on completion was EUR2.0 million of which EUR1.6
million was paid in cash and a further EUR0.4 million was satisfied
through the issue of new Ordinary Shares. Deferred consideration of
up to EUR4.5 million is payable over the period from completion to
31 March 2014, subject to revenue and profit targets. Up to EUR2.25
million of the deferred consideration may be satisfied through the
issue of new Ordinary Shares, with the balance satisfied in cash.
EUR0.5 million of this deferred consideration is based on certain
financial targets for the year ended 31 March 2012, EUR2.0 million
on the year ended 31 March 2013 and EUR2.0 million on the year
ended 31 March 2014. The deferred consideration recognised on
acquisition was GBP2.1 million. Following the settlement in full of
any earn-out considerations the balance of deferred consideration
held at 31 March 2012 has been reduced to GBP0.1 million.
The Stryker maximum consideration is GBP1.5 million payable in
cash. Initial cash consideration of GBP0.75 million was paid on
completion less a working capital adjustment of GBP0.03 million.
Deferred consideration of up to GBP0.75 million is payable in cash
over the period from completion to 30 September 20112, subject to
certain financial and operational conditions.
LMW maximum consideration is GBP0.75 million payable in cash.
Initial cash consideration of GBP0.45 million was paid on
completion. Deferred consideration of up to GBP0.30 million is
payable in cash over the period from completion to 19 July 2012
subject to certain operational conditions.
Codestuff maximum cash consideration is GBP1.50 million. Initial
cash consideration of GBP0.75 million was paid on completion less a
working capital adjustment of GBP0.1 million. A further GBP0.75
million is payable in two tranches shortly after the years ending
31 March 2013 (GBP0.3 million) and 31 March 2014 (GBP0.45 million),
and is contingent on the vendors continuing to be employed by the
Group at those dates. These amounts are treated as remuneration for
services to Codestuff and will be recognised within administrative
expenses over the respective years to 31 March 2013 and 31 March
2014.
The ThruVision total cash consideration of GBP0.95 million was
paid on completion.
Total deal costs of GBP754,000 (2011: GBP892,000) were incurred
and recorded within the administration costs line in the income
statement.
As at 31 March 2012, the maximum deferred consideration payable
in the future is GBP9.7 million (2011: GBP4.0 million), up to
GBP4.3 million (2011: GBPnil) of which may be satisfied through the
issue of new Ordinary Shares, and the remainder satisfied in
cash.
8. Post balance sheet events
On 23 April 2012, the Group acquired the complete product set
and intellectual property, along with certain customer contracts,
of Enterprise Technologies (UK) Limited ('E-Tech'). Under the terms
of the acquisition the Group has acquired the intellectual
property, products, know-how, stock and certain customer contracts
of E-Tech for the purchase on completion of E-Tech stock in the
amount of GBP149,000. In addition, commission will be payable on
legacy E-Tech products sold by Digital Barriers in the period
between completion and 31 March 2013.
E-Tech's exceptionally skilled staff of four each has a
background in technical surveillance, military and commercial
communications technologies across the defence and security
sectors. These employees have now joined the Group under the terms
of the Acquisition. Together with their very highly regarded, and
complementary to the Group, technology capabilities, they are
expected to expand the range of solutions the Group can offer to
its customers.
Provisional net assets acquired were GBP149,000 which will
result in provisional intangible assets and goodwill of GBP430,000
and GBP755,000 respectively.
On 4 May 2012, 59,216 Ordinary Shares were issued in settlement
of deferred consideration payable in respect of the acquisition of
Keeneo.
9. Issued share capital
On 5 August 2011 the Company issued 195,460 Ordinary Shares on
the acquisition of Keeneo.
At 31 March 2012 there were 43,727,960 Ordinary Shares in issue
(2011: 43,532,500).
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EAESPAASAEAF
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