Annual Report 30 June 2007 - One Horizon Group
Annual Report 30 June 2007 - One Horizon Group
Annual Report 30 June 2007 - One Horizon Group
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<strong>Annual</strong> <strong>Report</strong><br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
SatCom <strong>Group</strong> Holdings plc<br />
www.satcomgroup.com
SatCom <strong>Group</strong><br />
• A world leader in providing reliable satellite communications<br />
equipment and airtime for those working and travelling in remote<br />
areas<br />
• Global company with offices in the UK, USA, Middle East,<br />
Australia and Asia<br />
• Strong dealer network and essential market knowledge covering<br />
all 5 continents<br />
• Provide all customers with worldwide support, all day, every day<br />
on our 24x7 helpdesk<br />
• Suppliers of Inmarsat, Iridium, Thuraya and VSAT systems<br />
• Extensive website www.satcomgroup.com features detailed<br />
information of products, accessories, specifications, news and<br />
Investor relations updates<br />
• Knowledge base which is accessible through our website<br />
containing information on technical issues and support online<br />
• Specialised bespoke website www.satcomglobal.net for the<br />
provisioning of airtime services, online activation requests,<br />
contract amendments and purchasing additional prepaid airtime<br />
top-ups<br />
• Truly one stop shopping, providing a single point of contact for all<br />
satellite hardware, airtime and software applications
CONTENTS<br />
Chairman’s statement 2<br />
Chief executive’s statement 3<br />
Board of directors 4<br />
Directors, officers and advisers 5<br />
<strong>Report</strong> of the directors 6 - 10<br />
Independent auditors’ report 11<br />
<strong>Group</strong> profit and loss account 12<br />
<strong>Group</strong> balance sheet 13<br />
Company balance sheet 14<br />
<strong>Group</strong> cash flow statement 15<br />
Notes to the financial statements 16 - 32<br />
“<br />
Our results show further growth in profits<br />
for the <strong>Group</strong> and an increase in turnover of<br />
12.6% to $58 million<br />
Mark White<br />
Chief Executive<br />
”<br />
1
2<br />
CHAIRMAN’S STATEMENT<br />
“<br />
The <strong>Group</strong> is now<br />
well-positioned to take<br />
advantage of the anticipated<br />
strong growth in Mobile<br />
Satellite services<br />
”<br />
The last 12 months have seen the <strong>Group</strong> complete its<br />
integration of the two acquisitions made during the previous<br />
year. We have rationalised our North American operations;<br />
established a new service and logistics centre in Dubai (UAE),<br />
providing 24/7 operational capability; and upgraded our<br />
class-leading billing and customer support facilities.<br />
The <strong>Group</strong> also gained Distribution Partner status for<br />
Inmarsat’s high-speed data service BGAN and SatCom’s focus<br />
this year has been on developing sales of this product. The<br />
<strong>Group</strong> has now also been granted Distribution status for<br />
Inmarsat’s handheld voice services and we expect these to<br />
make a good contribution to earnings in the year ahead. We<br />
have made good progress in appointing wholesale customers<br />
around the world to augment the <strong>Group</strong>’s sales capability for<br />
these products and so benefit the <strong>Group</strong> with an additional<br />
revenue stream to diversify SatCom’s earnings. BGAN sales<br />
have taken more time than anticipated to develop, but are<br />
now performing to expectations.<br />
The <strong>Group</strong>’s investment in upgrading its billing and Pre-Paid<br />
platforms, together with a sophisticated service activation,<br />
business monitoring and support package, is aimed at<br />
positioning the <strong>Group</strong> to deliver its customers with a<br />
“Best-in-Class” service. Additionally, the <strong>Group</strong> has improved<br />
its global logistics and servicing capability, and has been<br />
appointed a Global Master Distributor for Thrane & Thrane,<br />
a leading manufacturer of MSS equipment.<br />
These developments have been accompanied by further<br />
investment in training of both Service Providers and staff.<br />
I would like to take this opportunity to thank them for their<br />
enthusiastic response to the various challenges that they<br />
have met over the past year, and for their contribution to<br />
the <strong>Group</strong>’s successes.<br />
The <strong>Group</strong> is now well-positioned to take advantage of the<br />
anticipated strong growth in Mobile Satellite services,<br />
generated in particular by the new Inmarsat services. The<br />
Board expects the <strong>Group</strong>’s growth to continue and will look<br />
at strategic acquisition opportunities as they arise.<br />
Richard Vos<br />
Chairman<br />
8 October <strong>2007</strong>
CHIEF EXECUTIVE’S STATEMENT<br />
Highlights<br />
The attached accounts of SatCom <strong>Group</strong> Holdings Plc<br />
(“SatCom” or the “<strong>Group</strong>”), for the year ended <strong>30</strong> <strong>June</strong> <strong>2007</strong>,<br />
represent the third set of audited accounts since joining AIM<br />
in July 2005. The results show further growth in profits for the<br />
<strong>Group</strong>. The <strong>Group</strong> reports its financial statements in US dollars<br />
as the majority of its sales and cost of sales are denominated<br />
in this currency.<br />
As reported in last year’s annual report, the <strong>Group</strong> gained<br />
Distribution Partner status with Inmarsat for the high speed<br />
data BGAN service on 1 October 2006. We are pleased to<br />
report that this service has provided significant growth<br />
although the delay in being able to supply this service was not<br />
as originally anticipated. We expect this service to increase<br />
further as worldwide demand continues to grow.<br />
In July 2006, the <strong>Group</strong> acquired World Communication<br />
Center, Inc. (“WCC”), a satellite equipment and airtime reseller<br />
company, based in Phoenix, Arizona, USA. In the 12 months<br />
to December 2005, WCC had sales of $10 million and pre<br />
tax profits of $450,000. I am pleased to say that WCC<br />
performance in the first twelve months within the <strong>Group</strong> was<br />
to increase turnover to $11.4 million and contribution before<br />
management charges to <strong>Group</strong> Operating profits of $586,000.<br />
These results reflect a <strong>30</strong>% increase in profits over the year<br />
ended December 2005. We have also commenced the<br />
rationalisation of our North American business and made the<br />
Phoenix location the main administration and inventory<br />
holding location for the businesses located in North America.<br />
During the year the <strong>Group</strong> has announced success in winning<br />
new US Government business. Whilst the margin will be small<br />
the size of the anticipated business and the quality of the<br />
customer will enhance our global position in the Mobile<br />
Satellite Services (“MSS”) sector.<br />
In August the <strong>Group</strong> announced the signing of a Global Master<br />
Distribution with Thrane & Thrane, a major manufacturer of<br />
Satellite Equipment for the MSS market.<br />
Financial Performance<br />
The <strong>Group</strong>’s results show an increase in turnover of 12.6% to<br />
$58 million, including $11.4 million arising from the acquisition<br />
of WCC. This takes account of a reduction in the Middle East<br />
land based business, due to the continued withdrawal of<br />
military and security personnel. The <strong>Group</strong> had expected a<br />
reduced demand for land based services, which fluctuates<br />
significantly in line with conflicts and large scale disasters.<br />
The maritime business continued to expand and our turnover<br />
from this division reached $14.5 million (2006: $9.6 million).<br />
Gross margin earned increased to 23% (2006: 20%) and<br />
profit before tax increased by 31% to $3.6 million<br />
(2006: $2.8 million). As our reporting currency and the<br />
majority of our trading income is in US Dollars our operating<br />
costs in the UK have been increased by the weakness of the<br />
dollar as it affects our UK head office, Convertible Bond<br />
Interest and our public company costs which are all Sterling<br />
based by an average of 9%. The effect has been to increase<br />
our overheads by $270,000 compared to the average rate<br />
applicable in the previous year.<br />
The basic earnings per share have risen by 36% to 5.26 cents<br />
(2006: 3.87 cents) and as previously stated in line with our stated<br />
progressive dividend policy it is the Board’s intention to propose<br />
a final dividend of 0.33 cents per share (2006: 0.25 cents). This<br />
dividend when added to the interim dividend paid in April <strong>2007</strong><br />
will provide a total income to shareholders of 0.50 cents per<br />
share for the year (2006: 0.40 cents).<br />
The <strong>Group</strong> has invested in the new billing system and in<br />
Inventory levels to take account of the new BGAN terminals<br />
in the <strong>Group</strong> warehousing around the world.<br />
Strategy and Prospects<br />
The <strong>Group</strong> has developed an excellent wholesale customer<br />
base for hardware equipment and airtime services using the<br />
airtime portal website and billing systems which it has heavily<br />
invested into in the last year. We will continue to look at<br />
strategic acquisition opportunities as they arise.<br />
Accordingly, the Board remains confident of the outcome<br />
for the year.<br />
Finally, I would like to take this opportunity to thank all<br />
SatCom <strong>Group</strong> employees around the world for their<br />
continuing hard work and dedication during the last year.<br />
Mark White<br />
Chief Executive<br />
8 October <strong>2007</strong><br />
3
4<br />
BOARD OF DIRECTORS<br />
Richard Vos,<br />
Non-Executive Chairman<br />
Richard has extensive knowledge of the satellite and<br />
international telecommunications world with over 35 years<br />
experience of working in the industry. Current positions include<br />
Non-Executive Director of Avanti Screenmedia <strong>Group</strong> Plc,<br />
Avanti Communications <strong>Group</strong> Plc and of the National Space<br />
Science Centre Operations Ltd and Chairman of the British<br />
National Space Centre Telecommunications and Navigation<br />
Advisory Board. Previously Richard was Chairman of Inmarsat<br />
Ventures Plc and Inmedia Communications Limited.<br />
Richard is Chairman of the Remuneration Committee and a<br />
member of the Audit Committee.<br />
Mark White,<br />
Chief Executive Officer<br />
Mark is the CEO and founder of SatCom. He has been in the<br />
satellite communications business since 1995 and has been<br />
involved in the distribution of electronic equipment since 1990.<br />
Mark joined Cetrek Limited, a maritime autopilot manufacturer<br />
as sales manager, in 1984 and became sales director in 1988.<br />
In 1990 he left Cetrek to form Euro Marine <strong>Group</strong> Limited, a<br />
European distributor of US electronic marine equipment,<br />
including Garmin GPS products. In 1992, Mark was appointed<br />
Chief Executive of Garmin (Europe) Limited, bringing with<br />
him Euro Marine’s distribution business. Having successfully<br />
established Garmin’s distribution network, he then left Garmin<br />
to form Next Destination Limited, the European distributor of<br />
Magellen GPS and satellite communication products. In 1997<br />
Mark sold Next Destination, but continued to work in the<br />
satellite communications industry and in 2001 established<br />
SatCom with Alexandra Johnson and Adam Thompson.<br />
Martin Ward,<br />
Chief Financial Officer<br />
Martin qualified as a Chartered Accountant in 1983 before<br />
joining PricewaterhouseCoopers (“PwC”) where he progressed<br />
to audit manager. In 1987, he left PwC to become a partner<br />
in Langdowns DFK a midsize professional firm based in<br />
Southampton. In 1990 he started acting for Mark White,<br />
advising him in the areas of business development and<br />
acquisition strategy. In 2004 Martin joined SatCom to oversee<br />
the financial aspects of running a global business and to<br />
assist with acquisitions.<br />
Alexandra (Sandy) Johnson,<br />
Chief Operations Officer<br />
Sandy is a co-founder of SatCom with Mark White and<br />
has been in the industry since 1995 when she joined Next<br />
Destination Limited as Finance and Operations Manager.<br />
Sandy has played a key role in the implementation of<br />
SatCom’s proprietary billing system, online technical support<br />
and airtime services websites. She has responsibility for the<br />
Sales performance and Operations in the <strong>Group</strong>.<br />
Stephen Austin,<br />
Non-Executive Director<br />
Stephen practised corporate law for ten years prior to moving<br />
into corporate finance in 2001. He was a Director of Corporate<br />
Finance at Teather & Greenwood Limited before moving to<br />
Libertas Capital <strong>Group</strong> plc, where he was Head of Corporate<br />
Broking. Stephen has now formed a specialist corporate broker<br />
called Hybridan LLP.<br />
Stephen is Chairman of the Audit Committee and a member<br />
of the Remuneration Committee.
DIRECTORS, OFFICERS AND ADVISERS<br />
Directors Richard Vos (Non-Executive Chairman)<br />
Mark White (Chief Executive Officer)<br />
Martin Ward FCA (Chief Financial Officer)<br />
Alexandra Johnson (Chief Operations Officer)<br />
Stephen Austin (Non-Executive Director)<br />
Secretary Martin Ward FCA<br />
Registered number 5066838<br />
Registered office Unit 3, The Woodford Centre<br />
Old Sarum Park<br />
Lysander Way<br />
Old Sarum<br />
Salisbury<br />
Wiltshire SP4 6BU<br />
Principal trading Unit 3, The Woodford Centre<br />
address Old Sarum Park<br />
Lysander Way<br />
Old Sarum<br />
Salisbury<br />
Wiltshire SP4 6BU<br />
Corporate finance Ernst & Young LLP<br />
adviser 1 More London Place<br />
London SE1 2AF<br />
Nominated adviser Landsbanki Securities UK Limited<br />
and broker Beaufort House<br />
15 St Botolph Street<br />
London EC3A 7QR<br />
Auditors Chantrey Vellacott DFK LLP<br />
Russell Square House<br />
10 – 12 Russell Square<br />
London WC1B 5LF<br />
Principal bankers HSBC Bank Plc<br />
Southern Corporate Banking Centre<br />
Nelson Gate<br />
Commercial Road<br />
Southampton SO15 1GX<br />
Solicitors to the Shoosmiths<br />
Company (UK) Apex Plaza<br />
Forbury Road<br />
Reading<br />
RG1 1SH<br />
Attorneys to the Farrell Fritz P.C.<br />
Company (US) 1320 Reckson Plaza<br />
West Tower<br />
Uniondale<br />
New York 11556<br />
Financial press Abchurch Communications Limited<br />
relations 100 Cannon St<br />
London EC4N 6EU<br />
Registrars Capita IRG plc<br />
Northern House<br />
Woodsome Park<br />
Fenay Bridge<br />
Huddersfield HD8 0LA<br />
5
6<br />
REPORT OF THE DIRECTORS<br />
The Directors present their report and the audited accounts of the <strong>Group</strong> and Company for the year ended <strong>30</strong> <strong>June</strong> <strong>2007</strong>.<br />
Principal activity<br />
The principal activity of the Company is that of a holding company, and the principal activity of the <strong>Group</strong> during the year was<br />
distributing satellite communication equipment and airtime.<br />
Results and dividends<br />
The retained profit for the year of $2,959,000 (2005: $1,981,000) was transferred to reserves. During the year dividends of<br />
$235,000 were paid (2006: $78,000). A final dividend of 0.33 cents per ordinary share (2006: 0.25 cents) will be proposed at the<br />
forthcoming <strong>Annual</strong> General Meeting to be held on 19 December <strong>2007</strong>. Subject to approval at the <strong>Annual</strong> General Meeting, the<br />
dividend will be payable on 21 December <strong>2007</strong> to those shareholders on the register of members on <strong>30</strong> November <strong>2007</strong>.<br />
Review of the business and future developments<br />
The Directors are required to present an extended business review, reporting on the development and performance of the <strong>Group</strong><br />
and the Company during the year and their positions at the end of the year. The requirement is met by the Chairman’s and Chief<br />
Executive’s Statements on pages 2 and 3.<br />
Directors and their interests<br />
The Directors of the Company who held office at the date of this report are shown on page 4. The following changes to the<br />
composition of the Board were made during the year:<br />
Director Date of resignation Date of appointment<br />
David Hickey 31 October 2006 –<br />
Stephen Austin – 8 January <strong>2007</strong><br />
The interests of the Directors in office, at <strong>30</strong> <strong>June</strong> <strong>2007</strong> in the issued share capital of the Company, were as follows:<br />
Number of shares Number of shares<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Ordinary shares Ordinary shares Deferred shares Deferred shares<br />
Mark White 16,473,000 16,473,000 17,000 17,000<br />
Martin Ward 10,659,000 10,659,000 11,000 11,000<br />
Alexandra Johnson 10,659,000 10,659,000 11,000 11,000<br />
Richard Vos 33,334 33,334 – –
Share options<br />
No Directors had interests in options over the share capital of the Company as at the year end.<br />
Political and charitable contributions<br />
The amount paid by the <strong>Group</strong> to charitable bodies was $1,000 (2006: $Nil). The <strong>Group</strong> made no political contributions during the<br />
year (2006: $Nil).<br />
Third party indemnity provision for directors<br />
Qualifying third party indemnity provision for all Directors was in force during the year.<br />
Creditor payment policy<br />
It is the <strong>Group</strong>’s policy that payments to suppliers are made in accordance with all relevant terms and conditions. Creditor days for<br />
the <strong>Group</strong> have been calculated at 56 days (2006: 69 days).<br />
Risk factors<br />
Details of financial risks are as set out in note 32 to the accounts.<br />
Substantial shareholdings<br />
As at the date of these Accounts, the Company is aware of the following material interests, representing 3% or more of the issued<br />
ordinary share capital of the Company.<br />
Percentage<br />
Number of issued share<br />
Shareholder of shares capital<br />
Mark White 16,490,000 27.6%<br />
Martin Ward 10,670,000 17.9%<br />
Alexandra Johnson 10,670,000 17.9%<br />
Adam Thompson 10,670,000 17.9%<br />
Going concern<br />
The Board, after making suitable enquiries, is satisfied that the Company has adequate resources to continue in operational existence<br />
for the foreseeable future. Accordingly, the Board continues to adopt the going concern basis in preparing the financial statements.<br />
Subsequent events<br />
There have been no reportable events subsequent to the year end.<br />
7
8<br />
REPORT OF THE DIRECTORS (continued)<br />
Corporate governance<br />
Although the <strong>Group</strong> is not obliged to comply with the revised Combined Code on Corporate Governance issued in July 2003<br />
(the “Code”), the Board is committed to ensuring good standards of corporate governance and has taken steps to comply with<br />
the Code’s principles in so far as practicable for a <strong>Group</strong> of this size.<br />
Board of directors<br />
The Board meets regularly to determine the policy and business strategy of the <strong>Group</strong> and has adopted a schedule of those matters that<br />
are reserved as the responsibility of the Board. The Chief Executive Officer leads the development of business strategies within the <strong>Group</strong>’s<br />
operations. The Board consists of three Executive Directors and two non-Executive Directors, including the non-Executive Chairman.<br />
Both non-executive directors are considered to be independent. The Board considers that there is an appropriate balance between the<br />
Executives and non-Executives, and that no individual or small <strong>Group</strong> dominates the Board’s decision taking. The Board’s members have<br />
a wide range of expertise and experience and it is felt that concerns may be addressed to any of the non-Executive Directors.<br />
Notice of the <strong>Group</strong>’s <strong>Annual</strong> General Meeting is to be sent to shareholders with a copy of this <strong>Report</strong> and Accounts.<br />
Reappointment of directors<br />
<strong>One</strong> third of the Directors are required to retire by rotation at each <strong>Annual</strong> General Meeting, under the Company’s Articles of<br />
Association. The following Directors will retire at the <strong>Annual</strong> General Meeting <strong>2007</strong> and put themselves forward for re election.<br />
● Mark White<br />
● Martin Ward<br />
Stephen Austin having been appointed during the year and being eligible offers himself for election by the Shareholders at the<br />
forthcoming <strong>Annual</strong> General Meeting.<br />
Board committees<br />
The Board has delegated certain authorities to committees, each with formal terms of reference, which are available on written<br />
request to the Company’s Registered Office.<br />
Audit committee<br />
The Audit Committee consists of the two non-Executive Directors and meets at least twice a year to consider the scope of the<br />
annual audit, interim reviews, to assess the auditors, to assess effectiveness of the <strong>Group</strong>’s systems of internal control and to<br />
review the requirement for internal audit (which the Committee believes is not currently justified, given the current size of the<br />
<strong>Group</strong>). The Committee has access to the <strong>Group</strong>’s auditors. The Chief Executive Officer and Finance Director may be invited to<br />
attend Committee meetings, but are not members.<br />
Remuneration committee<br />
The Remuneration Committee consists of the two non-Executive Directors and meets at least twice a year to determine Company<br />
policy on senior executive remuneration, to make detailed recommendations to the Board regarding the remuneration packages<br />
of the Executive Directors and consider awards under the <strong>Group</strong>’s option schemes. The Chief Executive Officer is consulted on<br />
remuneration packages and policy, but does not attend discussions regarding his own package. The remuneration and terms and<br />
conditions of appointment of the non-Executive Directors are determined by the Board.<br />
Internal control and risk management<br />
The Board has implemented a formal system of controls which accords with the guidance given in the Turnbull <strong>Report</strong> and<br />
acknowledges its responsibility for reviewing the effectiveness of the systems in place to manage risk and provide reasonable,
ut not absolute, assurance with regard to the safeguarding of <strong>Group</strong> assets against misstatement or loss. The key elements of<br />
the system of internal control are:<br />
● Clear definition of delegated authorities and preparation of annual budgets for Board approval.<br />
● Close involvement by operating management in the day to day business of the <strong>Group</strong>, facilitating prompt identification of<br />
risks and action, both financial and operational.<br />
● Regular reporting of individual business performance to the Board and the review of results against planned performance.<br />
● Regular assessment and review of risks and controls and specific annual assessment by the Audit Committee of the<br />
effectiveness of the systems in place. The Audit Committee reports to the Board on its findings.<br />
Statement of directors’ responsibilities<br />
The following statement, which should be read in conjunction with the auditors’ report regarding the respective responsibilities of<br />
Directors and auditors, set out on page 11, is made with a view to distinguishing for shareholders those respective responsibilities<br />
in relation to the accounts.<br />
Company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the<br />
state of affairs of the Company and <strong>Group</strong> and of the profit or loss of the <strong>Group</strong> for that period. In preparing those financial<br />
statements, the Directors are required to:<br />
● select suitable accounting policies and then apply them consistently;<br />
● make judgements and estimates that are reasonable and prudent;<br />
● state whether applicable accounting standards have been followed, subject to any material departures disclosed and<br />
explained in the financial statements;<br />
● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the <strong>Group</strong> will<br />
continue in business.<br />
The Directors confirm that they have complied with the above requirements in preparing the financial statements.<br />
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the<br />
financial position of the <strong>Group</strong> and to enable them to ensure that the financial statements comply with the Companies Act 1985.<br />
They are also responsible for safeguarding the assets of the <strong>Group</strong> and hence for taking reasonable steps for the prevention and<br />
detection of fraud and other irregularities.<br />
The Directors are responsible for the maintenance and integrity of the satcomgroup.com website. Uncertainty regarding legal<br />
requirements is compounded as information published on the internet is accessible in many countries with different legal<br />
requirements relating to the preparation and dissemination of financial statements.<br />
Each of the Directors has confirmed:<br />
(1) that so far as the Director is aware there is no relevant audit information of which the Company’s Auditors are unaware;<br />
and<br />
(2) the Director has taken all the steps that he/she should have taken as a Director to make himself/herself aware of any<br />
relevant audit information and to establish that the Company’s Auditors are aware of that information.<br />
This confirmation is given and should be interpreted in accordance with the provisions of section 234ZA of the Companies<br />
Act 1985.<br />
9
10<br />
REPORT OF THE DIRECTORS (continued)<br />
Auditors<br />
A resolution to re-appoint Chantrey Vellacott DFK LLP, as auditors for the ensuing year will be proposed at the <strong>Annual</strong> General<br />
Meeting in accordance with section 385 of the Companies Act 1985.<br />
Approved by the Board of Directors on 8 October <strong>2007</strong><br />
Registered Office:<br />
Unit 3, The Woodford Centre<br />
Lysander Way<br />
Old Sarum<br />
Salisbury<br />
SP4 6BU<br />
Martin Ward<br />
Company Secretary
INDEPENDENT AUDITORS’ REPORT<br />
to the shareholders of SatCom <strong>Group</strong> Holdings plc<br />
We have audited the financial statements of SatCom <strong>Group</strong> Holdings plc for the year ended <strong>30</strong> <strong>June</strong> <strong>2007</strong> which comprise the<br />
<strong>Group</strong> profit and loss account, <strong>Group</strong> and Company balance sheets, <strong>Group</strong> cash flow statement, and related notes. These financial<br />
statements have been prepared under the historical cost convention and the accounting policies set out therein.<br />
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our<br />
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them<br />
in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility<br />
to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions<br />
we have formed.<br />
Respective responsibilities of Directors and auditors<br />
As described in the Statement of Directors’ Responsibilities the Company’s Directors are responsible for the preparation of the<br />
financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally<br />
Accepted Accounting Practice).<br />
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and<br />
International Standards on Auditing (UK and Ireland).<br />
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in<br />
accordance with the Companies Act 1985.<br />
We also report to you if, in our opinion, the Directors’ <strong>Report</strong> is not consistent with the financial statements, if the Company has<br />
not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if<br />
information specified by law regarding Directors’ remuneration and other transactions is not disclosed.<br />
We read other information contained in the financial statements and consider whether it is consistent with the audited financial<br />
statements. This other information comprises only the <strong>Report</strong> of the Directors, Chairman’s statement and the Chief Executive’s<br />
statement. We consider the implications for our report if we become aware of any apparent misstatements or material<br />
inconsistencies with the financial statements.<br />
Basis of opinion<br />
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices<br />
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial<br />
statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation<br />
of the financial statements, and of whether the accounting policies are appropriate to the Company’s circumstances, consistently<br />
applied and adequately disclosed.<br />
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in<br />
order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material<br />
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall<br />
adequacy of the presentation of information in the financial statements.<br />
Opinion<br />
In our opinion the financial statements:<br />
● give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the<br />
Company’s and <strong>Group</strong>’s affairs as at <strong>30</strong> <strong>June</strong> <strong>2007</strong> and of its results for the year then ended; and<br />
● have been properly prepared in accordance with the Companies Act 1985; and<br />
● the information given in the Directors’ <strong>Report</strong> is consistent with the financial statements.<br />
Chantrey Vellacott DFK LLP<br />
Chartered Accountants<br />
Registered Auditors<br />
London<br />
8 October <strong>2007</strong><br />
11
12<br />
GROUP PROFIT AND LOSS ACCOUNT<br />
Year ended <strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Note $000’s $000’s $000’s<br />
Turnover<br />
Continuing operations 46,517 51,018<br />
Acquisitions 11,496 –<br />
58,013 51,018<br />
Discontinued operations – 540<br />
<strong>Group</strong> turnover 2 58,013 51,558<br />
Cost of sales 3 (44,212) (41,412)<br />
Gross profit 13,801 10,146<br />
Net operating expenses 3 (9,240) (6,775)<br />
Operating profit 4<br />
Continuing operations 4,155 3,491<br />
Acquisitions 406 –<br />
4,561 3,491<br />
Discontinued operations (–) (120)<br />
<strong>Group</strong> operating profit 4,561 3,371<br />
Loss on disposal of fixed asset investments (–) (10)<br />
Profit on ordinary activities before interest 4,561 3,361<br />
Interest receivable 346 <strong>30</strong>3<br />
Finance costs 7<br />
Interest payable and similar charges (1,106) (748)<br />
Amortisation of issue costs on convertible loan stock (122) (114)<br />
(1,228) (862)<br />
Profit on ordinary activities before taxation 2 3,679 2,802<br />
Tax on profit on ordinary activities 9 (794) (890)<br />
Profit on ordinary activities after taxation 2,885 1,912<br />
Minority interests 74 69<br />
Profit attributable to members of the Parent Company<br />
(carried forward) 10 2,959 1,981<br />
Profit attributable to members of the Parent Company<br />
(brought forward) 10 2,959 1,981<br />
Dividends 11 (235) (78)<br />
Retained profit 2,724 1,903<br />
Earnings per share<br />
Basic earnings per ordinary share 8 $0.0526 $0.0387<br />
Diluted earnings per ordinary share 8 $0.0512 $0.0385<br />
The <strong>Group</strong> has no recognised gains or losses other than the results for the period as set out above.<br />
There is no difference between the profits shown above and their historical cost equivalents.<br />
The notes on pages 16 to 32 form part of these financial statements.
GROUP BALANCE SHEET<br />
As at <strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Note $000’s $000’s $000’s<br />
Fixed assets<br />
Intangible assets 12 13,008 5,869<br />
Tangible assets 13 975 746<br />
13,983 6,615<br />
Current assets<br />
Stocks 15 5,588 3,216<br />
Debtors 16 17,582 11,357<br />
Cash at bank and in hand 17 959 1,901<br />
24,129 16,474<br />
Creditors: Amounts falling due within<br />
one year 18 20,513 15,907<br />
Net current assets 3,616 567<br />
Total assets less current liabilities 17,599 7,182<br />
Creditors: Amounts falling due after<br />
more than one year 19 8,174 5,141<br />
9,425 2,041<br />
Provisions for liabilities and charges<br />
Deferred taxation 21 – –<br />
9,425 2,041<br />
Minority interests 69 18<br />
9,494 2,059<br />
Capital and reserves<br />
Called up share capital 24 6,053 5,250<br />
Share premium account 25 4,845 723<br />
Merger reserve 25 (10,884) (10,884)<br />
Contingent share capital 26 500 714<br />
Profit and loss account 25 8,980 6,256<br />
Equity shareholders’ funds 27 9,494 2,059<br />
These financial statements were approved by the Board and authorised for issue on 8 October <strong>2007</strong> and were signed on its<br />
behalf by:<br />
Mark White Martin Ward<br />
Chief Executive Officer Chief Financial Officer<br />
The notes on pages 16 to 32 form part of these financial statements.<br />
13
14<br />
COMPANY BALANCE SHEET<br />
As at <strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Note $000’s $000’s $000’s<br />
Fixed assets<br />
Investments 14 17,852 17,641<br />
Current assets<br />
Debtors 16 4,097 505<br />
Cash at bank and in hand 17 8,173 5,348<br />
12,270 5,853<br />
Creditors: Amounts falling due within<br />
one year 18 8,774 8,291<br />
Net current assets/(liabilities) 3,496 (2,438)<br />
Total assets less current liabilities 21,348 15,203<br />
Creditors: Amounts falling due after<br />
more than one year 19 7,237 5,141<br />
14,111 10,062<br />
Capital and reserves<br />
Called up share capital 24 6,053 5,250<br />
Share premium account 25 4,845 723<br />
Contingent share capital 26 500 714<br />
Profit and loss account 25 2,713 3,375<br />
Equity shareholder’s funds 14,111 10,062<br />
These financial statements were approved by the Board and authorised for issue on 8 October <strong>2007</strong> and were signed on its<br />
behalf by:<br />
Mark White Martin Ward<br />
Chief Executive Officer Chief Financial Officer<br />
The notes on pages 16 to 32 form part of these financial statements.
GROUP CASH FLOW STATEMENT<br />
Year ended <strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Note $000’s $000’s $000’s<br />
Net cash inflow/(outflow) from operating activities 28 1,660 (1,048)<br />
Returns on investments and servicing of finance<br />
Interest received 346 <strong>30</strong>3<br />
Interest paid (1,096) (740)<br />
Interest element of hire purchase (10) (8)<br />
Net cash outflow from returns on investments<br />
and servicing of finance (760) (445)<br />
Taxation (931) (751)<br />
Capital expenditure<br />
Payments to acquire intangible fixed assets (58) (657)<br />
Payments to acquire tangible fixed assets (1,144) (154)<br />
Net cash outflow from capital expenditure (1,202) (811)<br />
Acquisitions and disposals<br />
Cash paid to acquire subsidiary undertakings (2,223) (4,947)<br />
Net cash acquired with subsidiary undertakings (244) 867<br />
Sale of subsidiary undertakings – 120<br />
Net cash disposed of with subsidiary undertakings – (55)<br />
Net cash outflow from acquisitions and disposals (2,467) (4,015)<br />
Equity dividends paid (235) (78)<br />
Cash outflow before financing (3,935) (7,148)<br />
Financing<br />
Decrease in short term borrowing (356) (2,243)<br />
Issue of ordinary share capital (net of costs) 2,529 1,038<br />
Issue of Convertible Unsecured Loan Stock (net of costs) 874 5,141<br />
Capital element of hire purchase (54) (48)<br />
Net cash inflow from financing 2,993 3,888<br />
Decrease in cash <strong>30</strong> (942) (3,260)<br />
The notes on pages 16 to 32 form part of these financial statements.<br />
15
16<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
1. Accounting policies<br />
Basis of accounting<br />
The financial statements have been prepared, in US Dollars ($), under the historical cost convention and in accordance with<br />
applicable accounting standards under United Kingdom Generally Accepted Accounting Practice.<br />
Basis of consolidation<br />
The consolidated financial statements incorporate the financial statements of the Company and all subsidiary undertakings.<br />
These are adjusted, where appropriate, to conform to <strong>Group</strong> accounting policies. Acquisitions are accounted for under the<br />
acquisition method and goodwill on consolidation is capitalised and written off over twenty years from the year of<br />
acquisition. The results of companies acquired or disposed of are included in the <strong>Group</strong> profit and loss account after or up<br />
to the date that control passes respectively. <strong>Group</strong> reconstructions are accounted for under the merger method, with any<br />
merger difference arising being shown as a movement on other reserves.<br />
As a consolidated <strong>Group</strong> profit and loss account is published, a separate profit and loss account for the Parent Company is<br />
omitted from the <strong>Group</strong> financial statements by virtue of section 2<strong>30</strong> of the Companies Act 1985.<br />
Entities in which the <strong>Group</strong> holds an interest on a long term basis and are jointly controlled by the <strong>Group</strong> and one or more<br />
other ventures under a contractual agreement are treated as joint ventures. In the <strong>Group</strong> financial statements, joint ventures<br />
are accounted for using the gross equity method.<br />
Turnover<br />
The turnover shown in the <strong>Group</strong> profit and loss account represents amounts invoiced during the period, exclusive of Value<br />
Added Tax.<br />
Goodwill<br />
Goodwill arising on acquisitions is classified as an asset on the balance sheet and amortised on a straight line basis over its<br />
estimated useful economic life of 20 years. It is reviewed for impairment when any events or changes in circumstances<br />
indicate that the carrying value may not be recoverable.<br />
Other intangible assets<br />
Other intangible assets acquired are capitalised at cost. Other intangible assets are amortised on a straight line basis over<br />
their estimated useful lives up to a maximum of 20 years. The carrying value of intangible assets is reviewed for impairment<br />
when any events or changes in circumstances indicate the carrying value may not be recoverable.<br />
Amortisation<br />
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic<br />
life of that asset as follows:<br />
Goodwill: 5% per annum<br />
Other intangible assets: 5% per annum<br />
Fixed assets<br />
All fixed assets are initially recorded at cost.<br />
Depreciation<br />
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic<br />
life of that asset as follows:<br />
Leasehold improvements over remaining lease term straight line<br />
Equipment 20-33% per annum straight line
1. Accounting policies (continued)<br />
Stocks<br />
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow<br />
moving items.<br />
Hire purchase agreements<br />
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value.<br />
The capital element of future payments is treated as a liability and the interest is charged to the <strong>Group</strong> profit and loss<br />
account on a straight line basis.<br />
Operating lease agreements<br />
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor<br />
are charged against profits on a straight line basis over the period of the lease.<br />
Foreign currencies<br />
Assets and liabilities in other currencies are translated into U.S. Dollars at the rates of exchange ruling at the balance sheet<br />
date. Transactions in other currencies are translated into U.S. Dollars at the rate of exchange ruling at the date of the<br />
transaction. Exchange differences are taken into account in arriving at the operating profit.<br />
Deferred taxation<br />
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet<br />
date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to<br />
pay less or to receive more tax, with the following exceptions:<br />
● Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets,<br />
and gains on disposal of fixed assets that have been rolled over into replacement assets only to the extent that at<br />
the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is<br />
made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the<br />
taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets<br />
are sold;<br />
● Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not<br />
that there will be suitable taxable profits from which the future reversal of the underlying timing differences can<br />
be deducted.<br />
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which<br />
timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.<br />
Financial instruments<br />
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either<br />
financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual<br />
interest in the assets of the Company after deducting all of its liabilities.<br />
17
18<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
2. Segmental information<br />
Segmental information on a <strong>Group</strong> basis is set out below:<br />
European Union United States Asia Rest of World <strong>Group</strong><br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
$000’s $000’s $000’s $000’s $000’s $000’s $000’s $000’s $000’s $000’s<br />
Turnover<br />
Turnover by Destination<br />
Sales to third parties 6,605 5,951 31,495 31,980 14,387 9,966 5,526 3,661 58,013 51,558<br />
Turnover by origin<br />
Total sales 17,620 29,647 25,055 15,385 18,042 9,966 9,510 – 70,227 54,998<br />
Inter-segment sales (3,757) (3,440) (1,814) – (2,290) – (4,353) – (12,214) (3,440)<br />
Sales to third parties 13,863 26,207 23,241 15,385 15,752 9,966 5,157 – 58,013 51,558<br />
Profit before taxation<br />
Segment profit 833 1,539 631 927 2,740 1,104 598 – 4,802 3,570<br />
Common costs (241) (209)<br />
Operating profit 4,561 3,361<br />
Net interest (882) (559)<br />
<strong>Group</strong> profit before taxation 3,679 2,802<br />
Net assets<br />
Segment net assets 1,255 1,105 1,941 1,492 4,508 1,842 608 101 8,312 4,540<br />
Unallocated<br />
Assets/(Liabilities) 1,113 (2,499)<br />
Minority interests 69 18<br />
Total net assets 9,494 2,059<br />
3. Analysis of cost of sales and net operating expenses<br />
Continuing Acquired Discontinued<br />
Operations Operations Operations Total<br />
$000’s $000’s $000’s $000’s<br />
Year ended <strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
Cost of sales 35,488 8,724 – 44,212<br />
Distribution costs 589 98 – 687<br />
Administrative expenses 6,285 2,268 – 8,553<br />
Net operating expenses 6,874 2,366 – 9,240<br />
Year ended <strong>30</strong> <strong>June</strong> 2006<br />
Cost of sales 41,044 – 368 41,412<br />
Distribution costs 466 – – 466<br />
Administrative expenses 6,017 – 292 6,<strong>30</strong>9<br />
Net operating expenses 6,483 – 292 6,775
4. Operating profit<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Operating profit is stated after charging: $000’s $000’s<br />
Amortisation 411 255<br />
Depreciation of owned fixed assets 403 222<br />
Depreciation of assets held under hire purchase agreements 21 33<br />
Auditors’ remuneration<br />
– as Auditors 131 104<br />
– other work 54 80<br />
Operating lease costs: land and buildings 228 147<br />
Net (profit)/loss on foreign currency translation (24) 79<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Auditor’s remuneration – as Auditors: $000’s $000’s<br />
– Audit of the financial statements 70 58<br />
– Audit of accounts of subsidiaries of the Company 61 46<br />
131 104<br />
Auditor’s remuneration – other fees:<br />
– Corporate finance transactions 39 65<br />
– Other 15 15<br />
54 80<br />
5. Particulars of employees<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
The average number of staff employed by the <strong>Group</strong> was: No. No.<br />
Distribution 40 13<br />
Administrative 65 52<br />
Management 11 19<br />
116 84<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
The aggregate payroll costs of the above were: $000’s $000’s<br />
Wages and salaries 3,847 3,214<br />
Social security costs 381 255<br />
4,228 3,469<br />
19
20<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
5. Particulars of employees (continued)<br />
Share options<br />
The following share options were granted by the Company, during the year, to employees of the <strong>Group</strong>, none of whom<br />
were Directors:<br />
20 December 2006 162,538 Ordinary shares of 10 cents each<br />
As at <strong>30</strong> <strong>June</strong> <strong>2007</strong> the following options were outstanding under the Enterprise Management Incentive Scheme (“EMI”) and<br />
the Overseas Unapproved Scheme:<br />
Number Exercise price Exercise dates<br />
EMI approved (UK) 28,440 9.6 pence April 2008 – 2015<br />
Unapproved (Overseas) 10,760 9.6 pence April 2008 – 2015<br />
EMI approved (UK) 5,110 34.0 pence October 2008 – 2015<br />
Unapproved (Overseas) 125,278 34.0 pence October 2008 – 2015<br />
EMI approved (UK) 21,890 36.5 pence December 2009 – 2016<br />
Unapproved (Overseas) 129,436 36.5 pence December 2009 – 2016<br />
6. Directors’ emoluments<br />
The Directors’ aggregate emoluments in respect of qualifying services were:<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Emoluments 555 481<br />
Emoluments of highest paid Director:<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Total emoluments 238 219<br />
7. Finance costs<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Finance charges 10 8<br />
Interest on Directors’ and shareholders’ loans (note 23) 64 86<br />
Interest on convertible loan stock 548 412<br />
Amortisation of issue costs on convertible loan stock (note 19) 122 114<br />
Bank interest and other similar charges payable 484 242<br />
1,228 862
8. Earnings per share<br />
Basic earnings per share are based on the <strong>Group</strong> profit attributable to members of the Parent Company of $2,959,000<br />
(2006: $1,981,000) and on 56,220,132 (2006: 51,132,380) being the weighted average number of shares in issue during<br />
the year.<br />
Diluted earnings per share are based on the profit attributable to members of the Parent Company including options held<br />
adjusted for the interest payable to the convertible bondholders less the relevant tax relief thereon being $3,424,982<br />
(2006: $2,269,000) and on 66,854,101 (2006: 58,909,761) being the diluted weighted average number of shares in issue<br />
during the year.<br />
9. Taxation on ordinary activities<br />
(a) Analysis of charge in the period<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Current tax:<br />
UK taxation<br />
In respect of the period:<br />
UK Corporation tax based on the results for the year 33 329<br />
Foreign tax<br />
Current tax on income for the year 761 580<br />
Total current tax (note 9(b)) 794 909<br />
Deferred tax:<br />
Origination and reversal of timing differences (note 21) (–) (19)<br />
Tax on profit on ordinary activities 794 890<br />
(b) Factors affecting current tax charge<br />
The tax assessed on the profit on ordinary activities for the period is lower than the standard rate of corporation tax in the<br />
UK of <strong>30</strong>% (2006: <strong>30</strong>%).<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Profit on ordinary activities before taxation 3,679 2,802<br />
Profit on ordinary activities at <strong>30</strong>% 1,103 841<br />
Expenses not deductible for tax purposes 2 80<br />
Capital allowances in period less than depreciation 1 20<br />
Tax under provided in previous years – –<br />
Lower taxes on overseas earnings (215) (32)<br />
Losses arising in year not relieved against current tax (97) –<br />
Total current tax (note 9(a)) 794 909<br />
21
22<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
10. Profit attributable to members of the Parent Company<br />
The loss dealt with in the accounts of the Parent Company was $427,132 (2006: profit $726,847) after including <strong>Group</strong><br />
dividends received of $nil (2006: $1,200,000).<br />
11. Dividends<br />
The dividends paid in the year were $140,000 (0.25 cents per ordinary share) and $95,000 (0.17 cents per ordinary share)<br />
for the 2006 final dividend and the <strong>2007</strong> interim dividend respectively. A final dividend in respect of the year ended <strong>30</strong> <strong>June</strong><br />
<strong>2007</strong>, of 0.33 cents per ordinary share is to be proposed at the <strong>Annual</strong> General Meeting in December <strong>2007</strong>. Under IAS 37<br />
these financial statements do not reflect this final dividend payable.<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Interim dividend paid per ordinary share 0.17 cents 0.15 cents<br />
Final dividend proposed per ordinary share 0.33 cents 0.25 cents<br />
Total dividend per ordinary share 0.50 cents 0.40 cents<br />
12. Intangible fixed assets<br />
Goodwill Other Total<br />
<strong>Group</strong> $000’s $000’s $000’s<br />
Cost<br />
At 1 July 2006 6,380 36 6,416<br />
Additions 6,797 753 7,550<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 13,177 789 13,966<br />
Amortisation<br />
At 1 July 2006 536 11 547<br />
Charge for the year 410 1 411<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 946 12 958<br />
Net book value<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 12,231 777 13,008<br />
At <strong>30</strong> <strong>June</strong> 2006 5,844 25 5,869
13. Tangible fixed assets<br />
Short Leasehold<br />
Improvements Equipment Total<br />
<strong>Group</strong> $000’s $000’s $000’s<br />
Cost<br />
At 1 July 2006 154 1,022 1,176<br />
Additions 100 547 647<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 254 1,569 1,823<br />
Depreciation<br />
At 1 July 2006 28 402 4<strong>30</strong><br />
Charge for the year 14 404 418<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 42 806 848<br />
Net book value<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 212 763 975<br />
At <strong>30</strong> <strong>June</strong> 2006 126 620 746<br />
Hire purchase agreements<br />
Included within the net book value of $975,606 is $341,071 (2006: $92,042) relating to assets held under hire purchase<br />
agreements. The depreciation charged in the financial statements in the period in respect of such assets amounted to<br />
$20,748 (2006: $33,282).<br />
14. Investments<br />
Subsidiary<br />
Undertaking<br />
Company $000’s<br />
Cost<br />
At 1 July 2006 17,641<br />
Additions 211<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong> 17,852<br />
The additions relate to subsequent expenditure in relation to <strong>Horizon</strong> Mobile Communications Limited (“HMC”) and the<br />
investment in the newly formed subsidiary, SatCom Global FZE.<br />
Details of the material trading investments in which the <strong>Group</strong> holds 20% or more of the issued share capital of any<br />
class are as set out below. All companies shown are in the business of distribution of satellite communication equipment<br />
and airtime.<br />
23
24<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
14. Investments (continued)<br />
Proportion Country of<br />
Name of subsidiary Holding of shares held incorporation<br />
SatCom Distribution Limited Ordinary shares 100% UK<br />
SatCom Distribution Inc. Ordinary shares 100%* USA<br />
O’Gara Satellite Systems Inc. Ordinary shares 100%* USA<br />
SatCom Distribution (Asia) Limited Ordinary shares 100%* Hong Kong<br />
SatCom Distribution Middle East FZ LLC Ordinary shares 55%* UAE<br />
<strong>Horizon</strong> Mobile Communications Co. Limited Ordinary shares 100%* Thailand<br />
<strong>Horizon</strong> Mobile Communications Pte Limited Ordinary shares 100%* Singapore<br />
<strong>Horizon</strong> Mobile Communications (HK) Co. Limited Ordinary shares 100%* BVI<br />
<strong>Horizon</strong> Mobile Communications (HK) Co. Limited Registered branch 100%* Japan<br />
<strong>Horizon</strong> Mobile Communications (Australia) Pty Ordinary shares 100%* Australia<br />
<strong>Horizon</strong> Mobile Communication (UK) Limited Ordinary shares 100%* UK<br />
HMC America Limited Limited partnership 100%* USA<br />
SatCom Global FZE Ordinary shares 100% UAE<br />
World Communication Center Inc Ordinary shares 100%* USA<br />
*Held by a subsidiary undertaking<br />
The <strong>Group</strong> acquired World Communication Center Inc (“WCC”) for an initial consideration of $5,321,000 (including costs),<br />
satisfied by a combination of cash and SatCom shares.<br />
In addition, there is deferred consideration of $750,000, which has been included in these accounts as the conditions on<br />
which the deferral are likely to be met. The acquisition has been accounted for using acquisition accounting and goodwill<br />
arising on the acquisition of WCC has been capitalised and will be amortised over 20 years. The investment in WCC is<br />
included in the balance sheet of the acquiring subsidiary at its book value at the date of acquisition.<br />
Details of the net assets of World Communication Center Inc acquired is shown in note 31.<br />
The Directors consider that the difference between book value and fair value is not material.<br />
World Communication Center Inc acquired in the year, contributed a decrease of $231,000 to the <strong>Group</strong>’s operating cash<br />
flows, paid $75,000 in respect of taxation and utilised $81,000 for capital expenditure.<br />
World Communication Center Inc earned a profit after tax of $228,282 in the period from acquisition to <strong>30</strong> <strong>June</strong> <strong>2007</strong>.
15. Stocks<br />
<strong>Group</strong> Company<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006 <strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s $000’s $000’s<br />
Finished goods 5,588 3,216 – –<br />
The difference between the cost of stocks and their replacement cost is not material.<br />
16. Debtors<br />
<strong>Group</strong> Company<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006 <strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s $000’s $000’s<br />
Trade debtors 12,888 7,610 – –<br />
Amounts owed from <strong>Group</strong> undertakings – – 3,617 91<br />
Other debtors 350 1,118 247 381<br />
Taxation and social security costs 522 126 2 27<br />
Prepayments and accrued income 3,822 2,503 231 6<br />
17. Cash at bank and in hand<br />
17,582 11,357 4,097 505<br />
The <strong>Group</strong> has banking facilities with HSBC Bank Plc, which are supported by guarantees from main trading subsidiaries of<br />
the <strong>Group</strong> together with a debenture over the cash and assets of SatCom <strong>Group</strong> Holdings Plc. The principal facility is an<br />
overdraft of $7.5m in SatCom Distribution Limited, which is set-off in these accounts against cash balances with the same<br />
bank in SatCom <strong>Group</strong> Holdings Plc.<br />
18. Creditors: Amounts falling due within one year<br />
<strong>Group</strong> Company<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006 <strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s $000’s $000’s<br />
Trade creditors 7,490 8,423 14 107<br />
Amounts owed to <strong>Group</strong> undertakings – – 6,289 5,733<br />
Hire purchase agreements (note 20) 118 18 – –<br />
Directors’ loan accounts (note 23) 925 1,281 925 1,281<br />
Other creditors 2,600 610 1,202 402<br />
Taxation and social security costs 1,412 936 10 3<br />
Accruals and deferred income 7,968 4,639 334 765<br />
Hire purchase and finance leases obligations are secured over the asset acquired.<br />
20,513 15,907 8,774 8,291<br />
25
26<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
19. Creditors: Amounts falling due after more than one year<br />
<strong>Group</strong> Company<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006 <strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s $000’s $000’s<br />
Hire purchase agreements (note 20) 187 – – –<br />
Deferred liability 750 – – –<br />
Convertible unsecured loan stock 7,237 5,141 7,237 5,141<br />
Hire purchase and finance leases obligations are secured over the asset acquired.<br />
8,174 5,141 7,237 5,141<br />
The amounts falling due after more than one year include the following convertible unsecured loan stock (“CULS”):–<br />
A. Redeemable/Convertible <strong>June</strong> 2009 with interest rate of 8% – £3,000,000 issued on 15 July 2005<br />
B. Redeemable/Convertible <strong>June</strong> 2010 – £450,000 issued on 7 July 2006<br />
C. Redeemable/Convertible <strong>June</strong> 2009 – $600,000 issued on 7 July 2006<br />
The CULS can be converted, at the option of the holder, into ordinary shares at 39p per share at any time during the<br />
conversion period, which is the period from admission to three business days prior to the final maturity date of (A&C)<br />
<strong>30</strong> <strong>June</strong> 2009 and (B) <strong>30</strong> <strong>June</strong> 2010.<br />
The Company incurred costs of $505,000 in relation to the issue of the CULS and is amortising these costs over the<br />
conversion period of the CULS. The unamortised balance of $268,000 has been deducted from the CULS balance of<br />
$7,505,000 resulting in a net balance at <strong>30</strong> <strong>June</strong> <strong>2007</strong> of $7,237,000.<br />
The <strong>Group</strong> has an earn out liability of $750,000 payable in the event that WCC achieves a profit before tax of $1 million<br />
in the year ended <strong>30</strong> <strong>June</strong> 2008. A provision for this amount has been provided.<br />
20. Commitments under hire purchase agreements<br />
Future commitments under hire purchase agreements are as follows:<br />
<strong>Group</strong> Company<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006 <strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s $000’s $000’s<br />
Amounts payable within 1 year 118 18 – –<br />
Amounts payable between<br />
1 and 2 years 114 – – –<br />
2 and 5 years 73 – – –<br />
<strong>30</strong>5 18 – –
21. Deferred taxation<br />
The movement in the deferred taxation provision during the period was:<br />
<strong>Group</strong> Company<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006 <strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s $000’s $000’s<br />
Provision brought forward – 19 – –<br />
Decrease in provision (note 9 (a)) – (19) – –<br />
Provision carried forward – – – –<br />
No deferred tax is recognised on unremitted earnings of overseas subsidiaries as no earnings are expected to be remitted in<br />
the foreseeable future.<br />
22. Commitments under operating leases<br />
At <strong>30</strong> <strong>June</strong> <strong>2007</strong>, the <strong>Group</strong> had annual commitments under non-cancellable operating leases as set out below.<br />
Land and buildings<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Operating leases which expire:<br />
Within 1 year 148 107<br />
Within 2 to 5 years 1<strong>30</strong> 50<br />
After more than 5 years 52 48<br />
3<strong>30</strong> 205<br />
27
28<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
23. Related party transactions<br />
During the current and previous year no individual had overall control of the Parent Company, SatCom <strong>Group</strong> Holdings Plc.<br />
SatCom <strong>Group</strong> Holdings Plc has taken advantage of the exemption under FRS 8 paragraph 3(a) and 3(b), not to disclose<br />
<strong>Group</strong> entity transactions.<br />
Amounts due to Directors during the year were as follows:<br />
Opening<br />
Loans<br />
introduced/ Interest paid Closing<br />
Balance (repaid) at 4% Balance<br />
Name $’000’s $’000’s $’000’s $’000’s<br />
Mark White 944 (424) 36 556<br />
Sandy Johnson 337 6 13 356<br />
Martin Ward – 13 – 13<br />
1,281 (405) 49 925<br />
The movement on the shareholder loan included in other creditors is:<br />
Opening<br />
Loans<br />
introduced/ Interest paid Closing<br />
Balance (repaid) at 4% Balance<br />
Name $’000’s $’000’s $’000’s $’000’s<br />
Adam Thompson 392 (5) 15 402<br />
SatCom Distribution Limited incurred consultancy costs in the period in the amount of €297,660 (2006: €297,660) from<br />
Satellite Communications Consultancy BVBA. Satellite Communications Consultancy BVBA is a company incorporated in<br />
Belgium and was controlled by the director Mark White.
24. Share capital<br />
Authorised share capital:<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
500,000,000 Ordinary shares of $0.10 each 50,000 50,000<br />
50,000 Deferred shares of £1 each 90 90<br />
Allotted and called up:<br />
50,090 50,090<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
Number 000’s $000’s Number 000’s $000’s<br />
Ordinary shares of $0.10 each 59,629 5,963 51,599 5,160<br />
Deferred shares of £1 each 50 90 50 90<br />
6,053 5,250<br />
Ordinary shares of 10 cents each issued during the year were issued for the following allotment prices in sterling (pence)<br />
and converted into US dollars at the rate applicable on the receipt of funds by the Company:<br />
Number Aggregate Allotment Allotted<br />
Date of shares nominal value price fully paid up for:<br />
Jul 2006 203,960 $20,396 9.6 pence Cash under share option scheme<br />
Jul 2006 322,580 $32,258 31.0 pence Cash<br />
Aug 2006 3,333,436 $333,344 35.6 pence Partial consideration for acquisition of WCC<br />
Sep 2006 510,740 $51,074 31.825 pence Partial consideration for acquisition of HMC<br />
Apr <strong>2007</strong> 3,653,276 $365,328 32.0 pence Cash<br />
May <strong>2007</strong> 5,8<strong>30</strong> $583 9.6 pence Cash under share option scheme<br />
Costs relating to the issue of shares during the year totalling $101,480 were debited to the Share Premium account.<br />
29
<strong>30</strong><br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
25. Reserves<br />
Profit and loss<br />
Share premium Merger reserve account<br />
<strong>Group</strong> $000’s $000’s $000’s<br />
Balance brought forward 723 (10,884) 6,256<br />
Profit for the year – – 2,959<br />
Equity dividends paid – – (235)<br />
Arising on share issue 4,223 – –<br />
Issue costs (101) – –<br />
Balance carried forward 4,845 (10,884) 8,980<br />
The acquisition by the Company of SatCom Distribution Limited and its subsidiaries in May 2004 was accounted for as a<br />
merger. Accordingly a debit merger reserve has been recognised in the consolidated balance sheet representing the difference<br />
between the consideration paid to acquire the <strong>Group</strong> and its net assets at the date of the transaction.<br />
Profit and loss<br />
Share premium account<br />
Company $000’s $000’s<br />
Balance brought forward 723 3,375<br />
Profit for the year – (427)<br />
Equity dividends paid – (235)<br />
Arising on share issue 4,223 –<br />
Issue costs (101) –<br />
Balance carried forward 4,845 2,713<br />
26. Contingent share capital<br />
Under the terms of the acquisition of <strong>Horizon</strong> Mobile Communications <strong>Group</strong> (“HMC”), SatCom have deferred consideration<br />
to pay, based on the gross profit achieved by HMC in the two years ended 31 December 2006. The deferred consideration is<br />
payable 50% in cash and subject to SatCom’s share price at the time of issue, 50% by the issue of new ordinary shares in<br />
SatCom at a 5% discount to the average closing mid-price over the previous month. Based on the forecast results, SatCom<br />
expects to have an obligation in deferred consideration of $1,000,000 of which 50% will be settled in new shares with a<br />
value of $500,000.<br />
On 26 September 2006, the Company paid $608,000 of this deferred consideration of which $<strong>30</strong>4,000 was settled in shares<br />
and a provision for contingent shares brought forward of $214,000 was released. The remaining balance is expected to be<br />
paid by 31 October <strong>2007</strong>, based on HMC’s 2006 results.
27. Reconciliation of movements in equity shareholders’ funds<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Profit for the financial year 2,959 1,981<br />
Dividends paid to equity shareholders (235) (78)<br />
2,724 1,903<br />
New equity share capital subscribed 4,925 1,038<br />
7,649 2,941<br />
Contingent share capital (note 26) (214) 714<br />
Net movement in equity shareholders’ equity funds 7,435 3,655<br />
Opening equity shareholders’ equity funds/(deficit) 2,059 (1,596)<br />
Closing equity shareholders’ equity funds 9,494 2,059<br />
28. Reconciliation of operating profit to net cash inflow/(outflow) from operating activities<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Operating profit 4,561 3,371<br />
Amortisation 411 255<br />
Depreciation 418 255<br />
Increase in stocks (2,073) (943)<br />
Decrease in debtors (4,693) 1,488<br />
Decrease in creditors 3,036 (5,474)<br />
Net cash inflow/(outflow) from operating activities 1,660 (1,048)<br />
29. Analysis of changes in net (debt)/funds<br />
At 1 July 2006 Cash flows At <strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
$000’s $000’s $000’s<br />
Net cash:<br />
Cash in hand and at bank 1,901 (942) 959<br />
Debt:<br />
Debt due within 1 year (1,281) 356 (925)<br />
Hire purchase agreements (18) (287) (<strong>30</strong>5)<br />
(1,299) 69 (1,2<strong>30</strong>)<br />
Net (debt)/funds 602 (873) (271)<br />
31
32<br />
NOTES TO THE FINANCIAL STATEMENTS (continued)<br />
<strong>30</strong>. Reconciliation of net cash flow to movement in net (debt)/funds<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong> <strong>30</strong> <strong>June</strong> 2006<br />
$000’s $000’s<br />
Decrease in cash in the year (942) (3,260)<br />
Net cash outflow from other loans 54 2,243<br />
Cash outflow in respect of hire purchase 356 48<br />
Change in net funds resulting from cash flows (532) (969)<br />
New hire purchase (341) –<br />
Movement in net funds in the year (873) (969)<br />
Net funds at 1 July 2006 602 1,571<br />
Net (debt)/funds at <strong>30</strong> <strong>June</strong> <strong>2007</strong> (271) 602<br />
31. Purchase of World Communication Center, Inc.<br />
<strong>30</strong> <strong>June</strong> <strong>2007</strong><br />
Net assets acquired $000’s<br />
Fixed assets 245<br />
Stocks 299<br />
Debtors 1,210<br />
Cash and bank in hand (244)<br />
Creditors (1,638)<br />
(128)<br />
Goodwill 6,199<br />
Net cash paid 2,039<br />
Shares allotted 2,182<br />
Convertible unsecured loan stock 1,100<br />
Deferred consideration (note 26) 750<br />
32. Financial instruments<br />
The <strong>Group</strong> faces some risks not all of which are within our control. The main risk factors are outlined as follows:<br />
● Suppliers – The <strong>Group</strong> purchases its airtime from a few main satellite operators, the majority being from Inmarsat,<br />
Iridium and Thuraya. We are reliant on the operators maintaining their capacity to enable our customers to use<br />
their equipment. The satellite operators have contingency plans to protect their business and we feel the risk is<br />
not significant.<br />
● Foreign Currency – The <strong>Group</strong> reports its results in US Dollars because the majority of the trading income and<br />
expenditure is in that currency. The <strong>Group</strong> has some exposure to sterling/US dollar exchange rate due to the fact that<br />
UK head office, AIM costs and some interest costs are payable in sterling. The majority of sterling debt on the balance<br />
sheet has been hedged during the year and going forward to protect the <strong>Group</strong> from a further reduction in the<br />
US dollar/sterling rate.<br />
6,071<br />
6,071
HORIZON MOBILE COMMUNICATIONS<br />
HORIZON MOBILE COMMUNICATIONS<br />
HORIZON MOBILE COMMUNICATIONS<br />
WORLD COMMUNICATION CENTER<br />
HORIZON MOBILE COMMUNICATIONS
<strong>Group</strong> Head Office<br />
Unit 3, The Woodford Centre,<br />
Lysander Way, Old Sarum,<br />
Salisbury, Wiltshire, SP4 6BU,<br />
United Kingdom<br />
Telephone: +44 (0)1722 410800<br />
Facsimile: +44 (0)1722 410777<br />
Email: enquiries@satcomgroup.com<br />
www.satcomgroup.com<br />
Offices also located in:<br />
USA<br />
UAE<br />
Thailand<br />
Singapore<br />
Hong Kong<br />
Japan<br />
Australia