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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

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