TIDMUBI

RNS Number : 5290O

Ubisense Group PLC

20 September 2011

20 September 2011

Ubisense Group plc

Interim revenues up 41%, strong revenue visibility for H2

Ubisense Group plc (AIM: UBI, "Ubisense" "the Group"), the market-leading location solutions company, has announced its interim results for the six months ended 30 June 2011.

Financial highlights

-- Revenue increased 41% to GBP11.3m (H1 2010: GBP8.0m)

-- Adjusted EBITDA* of GBP0.4m (H1 2010: GBP0.5m)

-- Operating profit, excluding AIM admission costs, of GBP0.2m (H1 2010: GBP0.2m)

-- Reported operating loss GBP0.1m (H1 2010: operating profit GBP0.2m)

-- Adjusted diluted EPS** 2.6p (H1 2010: 2.7p)

-- Net cash of GBP8.1m

Other highlights

-- Initial public offering on AIM with substantially oversubscribed fundraising raising GBP5.0m before expenses for the Group and GBP3.7m for selling shareholders

-- BMW global licence and orders for Cowley, UK and Shenyang, China

-- FPS sale to Deutsche Telekom

-- French subsidiary established

Richard Green, Chief Executive, said:

"We have delivered a robust set of results, our first, as a listed company, with a strong increase in revenues, a substantial order book and growing opportunity pipeline.

"Admission to AIM marked an important landmark in the Group's development. It has provided us with a strong platform to support the rapid growth of our business and to leverage existing customer relationships with global leaders such as Aston Martin, Atlas Copco, BMW, Deutsche Telekom and EADS.

"With good momentum in the business and a growing order book, we remain confident that this robust performance will continue in the second half of 2011."

* Measured as operating profit excluding depreciation, amortisation, share-based payments charge and AIM listing expenses.

** Earnings measured as profit for the period excluding depreciation, amortisation, share-based payments charge and AIM listing expenses.

Enquiries:

 
 Ubisense www.ubisense.net 
 Richard Green, Chief Executive 
  Officer                                     +44 (0) 1223 535170 
 Gordon Campbell, Chief Financial 
  Officer 
 
 College Hill                                +44 (0) 20 7457 2020 
 Adrian Duffield / Jon Davies 
 
 Canaccord Genuity 
  Simon Bridges/Henry Fitzgerald-O'Connor    +44 (0) 20 7050 6500 
 

Note to editors

Ubisense is the market-leading location solutions company, delivering mission-critical enterprise asset tracking and geospatial systems that bring visibility and control to previously intractable business processes. The Group operates in two divisions, RTLS and Geospatial.

Through its RTLS division, Ubisense is a world leader in real-time location solutions allowing companies to track assets (such as tools, people and vehicles) within factories and other indoor environments in real time in three dimensions. Ubisense's end-to-end Real Time Location System (RTLS) solutions provide dynamic and precise indoor tracking of assets, helping its clients, which are primarily in the automotive, aerospace and transportation industries, to bring visibility and control to business processes thereby helping to lower costs and drive logistical efficiencies.

The Geospatial division uses Ubisense's expertise in location solutions to help large infrastructure companies, such as utilities and telecom companies, to map, plan, manage and optimise their networks across large geographic areas.

Ubisense is headquartered in Cambridge, UK and has offices in the USA, Canada, France, Germany, Singapore and Korea. For more information please visit: www.ubisense.net

Overview

Ubisense is a world leader in providing end-to-end real-time location solutions, including hardware, software and services, to companies allowing them to track people and assets with a high degree of accuracy.

The first half of the year to 30 June 2011 saw a number of significant developments for the Group. The Group's revenues increased by 41% to GBP11.3 million (2010: GBP8.0 million) as two flagship customers (BMW and Airbus) started to roll out Ubisense's RTLS solutions.

Ubisense was admitted to AIM on 22 June 2011 following an over-subscribed placing with institutional investors which raised GBP8.7 million before expenses. The proceeds of the placing provide the Group with a strong platform to support the rapid growth of its RTLS division and to take advantage of opportunities to develop the Geospatial business, both organically and by acquisition.

Ubisense operates in two divisions:

-- The RTLS division uses Ubisense's proprietary ultra-wideband technology to track assets, such as tools, people and vehicles, in factories and other indoor environments to an accuracy of 15cm in three dimensions, a degree of accuracy in places that satellite-based systems cannot currently achieve.

Ubisense's RTLS technology has successfully been adopted within the automotive industry by several large-scale manufacturers (including BMW and Aston Martin) and within the aerospace industry by the EADS Group (notably Airbus and Eurocopter).

-- The Geospatial division provides detailed mapping of network assets, network management, planning and design for large infrastructure companies, primarily in the utilities and telecom sectors, and has particular expertise in GE Smallworld software and solutions. Smallworld provides the foremost Geospatial solution for sophisticated utility network applications. Integration, through Smallworld, with software such as Google Maps and the ability to operate Ubisense's myWorld application on smart phones and tablets gives Ubisense a strong competitive position in a rapidly developing market. Key customers of this division include Deutsche Telekom, Swisscom, ExxonMobil and Duke Energy.

Strategy

Ubisense's business strategy is to build upon its existing customer relationships and secure new customer relationships, whilst expanding and diversifying its RTLS and Geospatial offerings.

There is a significant opportunity to increase the penetration of the Group's RTLS offering within the automotive sector by leveraging both its existing customers and the strategic partnership that Ubisense has developed with Atlas Copco, one of the world's leading industrial tool manufacturers. Ubisense and Atlas Copco have jointly developed a tool location system ("TLS") which is fully integrated with the Atlas Copco Tools Talk system and is marketed by Atlas Copco as part of its own product line.

Beyond the automotive industry, Ubisense is seeking to expand on its existing relationship with Airbus and its ultimate parent company EADS Group. Ubisense's RTLS solutions also have the potential to be used extensively in a number of different areas for example, in agriculture, military training, logistics and health and safety.

The Geospatial division has a significant opportunity to establish a leadership position in the Geospatial industry through accretive investment in new geographic territories and complementary intellectual property. In particular, the Geospatial division is uniquely positioned to service the GE Smallworld customer base as a number of key employees at Ubisense were employees of Smallworld prior to its acquisition by GE Energy in 2000.

Divisional review

RTLS division

The RTLS division has continued to grow during the first half, winning business from both new and existing accounts, which resulted in record first half revenue of GBP3.9 million.

Ubisense, together with its partner IBS AG in Germany, signed a global licence agreement with BMW to provide its RTLS solution to all assembly plants across the BMW Group. BMW subsequently placed orders to deploy the Ubisense solution in the Mini plant at Cowley, UK, and at its Shenyang plant in China. Follow-on projects at existing BMW plants in Regensburg, Germany, and Spartanburg, USA, have also been won.

In 2010, the Group signed a master contract with EADS and began a five year managed services agreement with Airbus to support the manufacture of the A380 across four hangars in France, Germany and the UK. Recently, the Group has received an order for a further hangar as well as an order for the A350 plane.

The Chicago Transit Authority (CTA) became the Group's latest large transit deal in the US, following the signing of a deal to install the Group's Transit Yard Management (TYM) system at seven depots in the city to deliver fast, reliable information about the exact location of CTA's fleet of 1,700 buses.

The Group has invested in building its R&D and sales teams, including establishing a subsidiary in France. The division continues to explore opportunities for expansion in Asia. On 3 August 2011, the Group announced that its Series 7000 RTLS industrial tags and sensors had been certified for use in China by the country's stringent regulatory authorities. This development opens up enormous commercial opportunities to the business, particularly given China has a lucrative automotive market which produced more than nine million passenger cars and commercial vehicles in the first six months of 2011.

Geospatial division

The Geospatial division delivered significant growth in the first half, led by the sale of a newly developed product - FTTx Planning System (FPS) - to Deutsche Telekom. FPS generates automatically a cost-optimised detailed network configuration suitable for laying a fibre network, thereby enabling a reduction in time-to-market for large scale FTTx roll-outs. The division is making good progress in utilising its knowledge and experience to further develop this product, as well as a range of applications for the Geospatial market.

Since the first half, the division secured a major new win to implement GE's geospatial product suite for a large US electric and gas utility. The products, including GE Smallworld Core Spatial Technology, GE Smallworld Electric Office, GE Gas Distribution Office and PowerOn, will be rolled out over a 14-month period. The solution has been designed to support over 1,000 employees and external contractors, and will enable the utility to improve safety, service and reliability across its 6,000 square mile service area.

In order to expand capacity and capability to deliver projects, the division recruited nine new employees to bring headcount to 57, including the first Geospatial employee in the UK.

Financial review

Group revenues in the six months to 30 June 2011 were GBP11.3 million, up 41% (2010: GBP8.0 million).

The RTLS division increased revenues by 83% to GBP3.9 million (2010: GBP2.1 million), 35% of Group revenue. This increase is a result of continued large-scale roll-outs of installations with BMW and Airbus. The Geospatial division increased revenues by 26% to GBP7.4 million (2010: GBP5.9 million), 65% of Group revenue.

Group gross profit increased by 42% to GBP3.6 million (2010: GBP2.5 million). Gross margins increased to 32% (2011: 31%), reflecting the increased proportion of higher margin revenues generated by the RTLS division.

Excluding one-off AIM admission costs, administrative expenses were GBP3.4 million (2010: GBP2.3 million) which reflects the increase in headcount, focussed on commercial and technical roles in both sales and marketing as well as R&D. Overall, permanent headcount increased by 19 to 132 staff.

Adjusted EBITDA was GBP0.4 million (2010: GBP0.5 million). Adjusted EBITDA excludes non-cash share-based payments and the one-off GBP324,000 AIM Admission cost.

Operating profit, excluding AIM Admission costs, was GBP0.2 million (H1 2010: GBP0.2 million). Reported operating loss was GBP0.1 million (H1 2010: operating profit GBP0.2 million).

The reported loss before tax was GBP0.3 million (2010: profit GBP0.1 million), after the inclusion of the AIM admission costs.

The Group has a net tax credit of GBP0.1 million as a result of the receipt of R&D tax credits.

Adjusted diluted EPS was 2.6 pence (2010: 2.7 pence). Reported diluted loss per share was 1.6 pence (H1 2010: earnings 0.9 pence).

The Board is not paying an interim dividend. The recently raised cash will be used to fund growth, research and development and potential acquisitions.

At the time of the Group's initial public offering on AIM, the Group issued 2.8 million shares raising gross cash proceeds of GBP5.0 million, enabling the repayment of the Group's debt, facilitating capital investment in R&D and equipment and providing the platform to fund organic and, potentially, inorganic growth. At the same time, selling shareholders placed out GBP3.7 million of shares.

As a result of the fund-raisings earlier in November 2010, which raised GBP4.8 million, and at the time of the admission to AIM in June this year, the Group has a strong balance sheet. The Group's cash balances at 30 June 2011 were GBP8.1 million (June 2010: GBP1.0 million).

Current trading and outlook

The Board continues to evaluate acquisition opportunities to accelerate the growth of the Group, particularly for its Geospatial division, although it will remain prudent in considering any such opportunities.

Ubisense enters the second half of 2011 with strong momentum in the business. Revenue for the first half was 64% of the revenue for the whole of 2010 financial year. With a strong order book and pipeline, this performance is anticipated to continue in the second half of 2011, in line with Board expectations.

Consolidated income statement

For the six months ended 30 June 2011

 
                                      Six months     Six months 
                                              to             to   12 months to 
                                                                   31 December 
                                    30 June 2011   30 June 2010           2010 
                                       unaudited      unaudited        audited 
                            Notes        GBP'000        GBP'000        GBP'000 
 
 Revenue                      6           11,255          7,990         17,697 
 Cost of sales                           (7,684)        (5,483)       (11,762) 
 Gross Profit                              3,571          2,507          5,935 
 Administrative expenses                 (3,719)        (2,267)        (5,308) 
 Operating (loss)/profit      6            (148)            240            627 
 Analysed as: 
 Adjusted EBITDA                             415            454          1,041 
 Depreciation                               (67)           (55)           (97) 
 Amortisation                              (164)          (148)          (299) 
 Share-based payments 
  charge                                     (8)           (11)           (18) 
 AIM listing expenses                      (324)              -              - 
 Operating (loss)/profit      6            (148)            240            627 
 Finance income               7                8              1              5 
 Finance costs                7            (180)          (110)          (237) 
 (Loss)/profit before tax                  (320)            131            395 
 Income tax                   8               66           (21)              3 
 (Loss)/profit for the 
  period attributable to 
  the equity shareholders 
  of the Company                           (254)            110            398 
 
 Earnings per share 
 (pence) 
 Basic                        9           (1.6p)           0.9p           3.3p 
 Diluted                      9           (1.6p)           0.9p           3.2p 
 

Consolidated statement of comprehensive income

For the six months ended 30 June 2011

 
                                   Six months     Six months 
                                           to             to   12 months to 
                                                                31 December 
                                 30 June 2011   30 June 2010           2010 
                                    unaudited      unaudited        audited 
                                      GBP'000        GBP'000        GBP'000 
 (Loss)/profit for the period           (254)            110            398 
 Other comprehensive income: 
 Exchange difference on 
  retranslation of net assets 
  and results of overseas 
  subsidiaries                             66           (59)           (29) 
 Total comprehensive income 
  attributable to equity 
  shareholders of the Company           (188)             51            369 
 

Consolidated statement of changes in equity

For the six months ended 30 June 2011

 
                          Share      Share      Other   Retained 
                        capital    premium   reserves   earnings        Total 
                       GBP0'000   GBP0'000   GBP0'000   GBP0'000     GBP0'000 
 
 Balance at 1 
  January 2010 
  (audited)                 235      9,773        961    (4,670)        6,299 
 Profit for the 
  period                      -          -          -        110          110 
 Exchange difference 
  on retranslation 
  of net assets and 
  results of 
  overseas 
  subsidiaries                -          -       (59)          -         (59) 
 Total comprehensive 
  income for the 
  period                      -          -       (59)        110           51 
 Reserve credit for 
  equity-settled 
  share-based 
  payment                     -          -         11          -           11 
 Issue of new share 
  capital                     1          -          -          -            1 
 Premium on new 
  share capital               -         16          -          -           16 
 Transactions with 
  owners                      1         16         11          -           28 
 Balance at 30 June 
  2010 (unaudited)          236      9,789        913    (4,560)        6,378 
 Profit for the 
  period                      -          -          -        288          288 
 Exchange difference 
  on retranslation 
  of net assets and 
  results of 
  overseas 
  subsidiaries                -          -         30          -           30 
 Total comprehensive 
  income for the 
  period                      -          -         30        288          318 
 Reserve credit for 
  equity-settled 
  share-based 
  payment                     -          -          7          -            7 
 Equity component of 
  loans                       -          -          3          -            3 
 Issue of new share 
  capital                    68          -          -          -           68 
 Premium on new 
  share capital               -      4,957          -          -        4,957 
 Share issue costs            -      (196)          -          -        (196) 
 Transactions with 
  owners                     68      4,761         10          -        4,839 
 Balance at 31 
  December 2010 
  (audited)                 304     14,550        953    (4,272)       11,535 
 Loss for the period          -          -          -      (254)        (254) 
 Exchange difference 
  on retranslation 
  of net assets and 
  results of 
  overseas 
  subsidiaries                -          -         66          -           66 
 Total comprehensive 
  income for the 
  period                      -          -         66      (254)        (188) 
 Reserve credit for 
  equity-settled 
  share-based 
  payment                     -          -        134          -          134 
 Equity component of 
  loans                       -          -      (502)        502            - 
 Issue of new share 
  capital                   129          -          -          -          129 
 Premium on new 
  share capital               -      7,968          -          -        7,968 
 Share issue costs            -      (591)          -          -        (591) 
 Transactions with 
  owners                    129      7,377      (368)        502        7,640 
 Balance at 30 June 
  2011 (unaudited)          433     21,927        651    (4,024)       18,987 
 
 A reconciliation of the components of Other reserves is given 
  in note 12. 
 
 

Consolidated statement of financial position

At 30 June 2011

 
                                      At 30 June   At 30 June   At 31 December 
                                            2011         2010             2010 
                                       unaudited    unaudited          audited 
                              Notes      GBP'000      GBP'000          GBP'000 
 Assets 
 Non-current assets 
 Goodwill                                  6,069        6,069            6,069 
 Other intangible assets                     693          471              525 
 Property, plant and 
  equipment                                  358          231              279 
 Total non-current 
  assets                                   7,120        6,771            6,873 
 Current assets 
 Inventories                                 784          236              364 
 Trade and other 
  receivables                              7,774        5,031            6,900 
 Cash and cash equivalents                 8,077        1,034            7,130 
 Total current assets                     16,635        6,301           14,394 
 Total assets                             23,755       13,072           21,267 
 Liabilities 
 Current liabilities 
 Loans and borrowings          10              -      (2,206)          (2,372) 
 Trade and other payables                (4,587)      (3,051)          (5,974) 
 Total current liabilities               (4,587)      (5,257)          (8,346) 
 Non-current liabilities 
 Loans and borrowings          10              -      (1,310)          (1,246) 
 Deferred tax                              (181)        (127)            (140) 
 Total non-current 
  liabilities                              (181)      (1,437)          (1,386) 
 Total liabilities                       (4,768)      (6,694)          (9,732) 
 Net assets                               18,987        6,378           11,535 
 
 Equity 
 Equity attributable 
  to owners of the parent 
  company 
 Share capital                 111           433          236              304 
 Share premium account                    21,927        9,789           14,550 
 Other reserves                12            651          913              953 
 Retained earnings                       (4,024)      (4,560)          (4,272) 
 Total equity                             18,987        6,378           11,535 
 

Consolidated statement of cash flows

For the six months ended 30 June 2011

 
                                                   Six         Six 
                                                months      months    12 months 
                                                    to          to           to 
                                                                             31 
                                               30 June      30June     December 
                                                  2011        2010         2010 
                                             unaudited   unaudited      audited 
                                               GBP'000     GBP'000      GBP'000 
 (Loss)/profit before tax                        (320)         131          395 
 Adjustments for: 
 Depreciation                                       67          55           97 
 Amortisation                                      164         148          299 
 Share-based payments charge                         8          11           18 
 Finance income                                    (8)         (1)          (5) 
 Finance costs                                     180         110          237 
 Foreign exchange differences                       19          78         (12) 
 Operating cash flows before 
  working capital movements                        110         532        1,029 
 Change in inventories                           (420)          28        (100) 
 Change in receivables                           (880)     (1,374)      (3,244) 
 Change in payables                            (1,844)         123        3,009 
 Cash generated by operations 
  before tax                                   (3,034)       (691)          694 
 Net income taxes received/(paid)                  107        (13)           32 
 Net cash flows from operating 
  activities                                   (2,927)       (704)          726 
 Cash flows from investing 
  activities 
 Purchases of property, plant 
  and equipment                                  (146)       (124)        (218) 
 Purchases of intangible assets                  (340)       (195)        (400) 
 Interest received                                   8           1            5 
 Net cash flow from investing 
  activities                                     (478)       (318)        (613) 
 Cash flows from financing 
  activities 
 Proceeds from the issue of 
  borrowings                                         -           -          150 
 Repayment of borrowings                         (892)       (167)        (255) 
 Interest paid                                    (42)        (53)        (108) 
 Proceeds from the issue of 
  share capital                                  5,238          17        4,846 
 Net cash flows from financing 
  activities                                     4,304       (203)        4,633 
 Net increase in cash and cash 
  equivalents                                      899     (1,225)        4,746 
 Cash and cash equivalents 
  at start of period                             7,130       2,396        2,396 
 Exchange differences on cash 
  and cash equivalents 
  7                                                 48       (137)         (12) 
 Cash and cash equivalents 
  at end of period                               8,077       1,034        7,130 
 
 

Notes to the interim financial statements

1. General information

Ubisense Group plc ('the Company') and its subsidiaries (together, 'the Group') deliver mission-critical enterprise asset tracking and geospatial systems.

The Group has operations in the UK, US, Canada, France, Germany, Korea and Singapore and sells mainly in the US and Europe.

The Company is a public limited company which is listed on the Alternative Investment Market ('AIM') of the London Stock Exchange (UBI.L) and is incorporated and domiciled in the UK. The address of its registered office is St. Andrew's House, 90 St. Andrew's Road, Chesterton, Cambridge, CB4 1DL.

The condensed consolidated interim financial statements were approved by the Board of Directors for issue on 19 September 2011..

The condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2010 were approved by the Board of Directors on 21 April 2011 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

The condensed consolidated interim financial statements have been reviewed, not audited.

2. Basis of preparation

The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements of the Group and are prepared in accordance with IFRSs as adopted by the European Union.

Going concern basis

The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, support the conclusion that there is a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, a period of not less than twelve months from the date of this report. The Group therefore continues to adopt the going concern basis in preparing its condensed consolidated interim financial statements.

3. Accounting policies

The accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group's consolidated financial statements for the year ended 31 December 2010.

Exceptional items are disclosed and described separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.

The operations of the Group are not subject to significant seasonality.

4. Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation and uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2010.

5. Risks and uncertainties

An outline of the key risks and uncertainties faced by the Group was described in the 2010 financial statements, including exposure to foreign exchange rate fluctuation, in particular the strength of Sterling relative to the US dollar and Euro. It is anticipated that the risk profile will not significantly change for the remainder of the year. Risk is an inherent part of doing business and the strong cash position of the Group as a result of the fund raising and admission to AIM on 22 June 2011 along with the strong order book leads the Directors to believe that the Group is well placed to manage business risks successfully.

6. Operating segments

Management has determined the operating segments to be the Group's two divisions based on the reports reviewed by the Chief Operating Decision Maker.

The Real-Time Location Systems division ("RTLS") delivers mission-critical enterprise asset tracking solutions utilising ultra-wideband ("UWB") technology to locate people and assets in 3D, bringing visibility and control to industrial business processes.

The Geospatial division delivers core location based solutions, typically to blue chip utility and communications companies, to allow them to better plan and maintain their dispersed network of assets.

Centrally incurred costs not directly attributable to business segments are reported under 'Central'.

Each of these operating segments is managed separately as each deal with different technologies and predominantly different customer bases. The performance of the operating segments is assessed on a measurement of adjusted EBITDA. The measurement basis excludes depreciation, amortisation, share-based payments charge, non-recurring expenditure, finance income and expense and income taxes.

Other administrative expenses for the periods ended 30 June and 31 December 2010 have been reclassified to be consistent with current internal management reporting. The effect on the period ended 30 June 2010 was to decrease administrative expenses for RTLS by GBP358,000 and increase Geospatial and Central by GBP36,000 and GBP322,000 respectively. The effect on the period ended 30 December 2010 was to decrease administrative expenses for RTLS by GBP727,000 and increase Geospatial and Central by GBP66,000 and GBP661,000 respectively.

Six months ended 30 June 2011

 
                               RTLS   Geospatial   Central     Total 
                            GBP'000      GBP'000   GBP'000   GBP'000 
 Revenue                      3,888        7,367         -    11,255 
 Cost of sales              (1,951)      (5,733)         -   (7,684) 
 Gross Profit                 1,937        1,634         -     3,571 
 Other administrative 
  expenses                  (1,892)        (292)     (972)   (3,156) 
 Adjusted EBITDA                 45        1,342     (972)       415 
 Depreciation                     -            -      (67)      (67) 
 Amortisation                 (164)            -         -     (164) 
 Share-based payments 
  charge                          -            -       (8)       (8) 
 AIM listing expenses             -            -     (324)     (324) 
 Operating (loss)/profit      (119)        1,342   (1,371)     (148) 
 Finance income                   -            -         8         8 
 Finance costs                    -            -     (180)     (180) 
 Loss/(profit) before 
  tax                         (119)        1,342   (1,543)     (320) 
 

Six months ended 30 June 2010

 
                               RTLS   Geospatial   Central     Total 
                            GBP'000      GBP'000   GBP'000   GBP'000 
 Revenue                      2,123        5,867         -     7,990 
 Cost of sales              (1,041)      (4,442)         -   (5,483) 
 Gross Profit                 1,082        1,425         -     2,507 
 Other administrative 
  expenses                  (1,212)        (115)     (726)   (2,053) 
 Adjusted EBITDA              (130)        1,310     (726)       454 
 Depreciation                     -            -      (55)      (55) 
 Amortisation                 (148)            -         -     (148) 
 Share-based payments 
  charge                          -            -      (11)      (11) 
 Operating (loss)/profit      (278)        1,310     (792)       240 
 Finance income                   -            -         1         1 
 Finance costs                    -            -     (110)     (110) 
 Loss/(profit) before 
  tax                         (278)        1,310     (901)       131 
 

12 months ended 31 December 2010

 
                               RTLS   Geospatial   Central      Total 
                            GBP'000      GBP'000   GBP'000    GBP'000 
 Revenue                      5,729       11,968         -     17,697 
 Cost of sales              (2,520)      (9,242)         -   (11,762) 
 Gross Profit                 3,209        2,726         -      5,935 
 Other administrative 
  expenses                  (3,168)        (229)   (1,497)    (4,894) 
 Adjusted EBITDA                 41        2,497   (1,497)      1,041 
 Depreciation                   (2)            -      (95)       (97) 
 Amortisation                 (299)            -         -      (299) 
 Share-based payments 
  charge                          -            -      (18)       (18) 
 Operating (loss)/profit      (260)        2,497   (1,610)        627 
 Finance income                   -            -         5          5 
 Finance costs                    -            -     (237)      (237) 
 Loss/(profit) before 
  tax                         (260)        2,497   (1,842)        395 
 

7. Finance income and costs

 
                                Six months     Six months 
                                        to             to   12 months to 
                                                             31 December 
                              30 June 2011   30 June 2010           2010 
                                 unaudited      unaudited        audited 
                                   GBP'000        GBP'000        GBP'000 
 Interest income from cash 
  and cash equivalents                   8              1              5 
 Finance income                          8              1              5 
 
 
                               Six months     Six months 
                                       to             to   12 months to 
                                                            31 December 
                             30 June 2011   30 June 2010           2010 
                                unaudited      unaudited        audited 
                                  GBP'000        GBP'000        GBP'000 
 Interest payable - bank             (21)           (13)           (43) 
 Interest payable - other 
  loans                             (159)           (97)          (194) 
 Finance costs                      (180)          (110)          (237) 
 

Finance costs for the six months ended 30 June 2011 includes an imputed non-cash amount of GBP138,000 relating to accelerated interest as a result of conversion of the Convertible Loans into shares and exercise of the warrants attaching to the bank loan (see note 10).

8. Income tax

Income tax is recognised based on management's estimate of the weighted average annual income tax rate expected for the full financial year.

The income tax credit for the period principally arises due to the receipt of R&D tax credit relief in respect of the prior year. The Group's policy is to recognise tax credits resulting from R&D claims on a cash received basis. A tax credit has not been recognised in respect of the claim expected to be made for the 2011 financial year.

9. Earnings per share

 
                                      Six months     Six months 
                                              to             to   12 months to 
                                                                   31 December 
                                    30 June 2011   30 June 2010           2010 
                                       unaudited      unaudited        audited 
                                         GBP'000        GBP'000        GBP'000 
 Earnings 
 (Loss)/profit for the period 
  (GBP'000)                                (254)            110            398 
 Effect of dilutive potential 
  ordinary shares: 
 Convertible Loans (GBP'000)                 159              -              - 
 Earnings for the purposes of 
  diluted earnings per share 
  (GBP'000)                                 (95)            110            398 
 Number of shares 
 Basic weighted average number 
  of shares ('000)                        16,182         11,773         12,034 
 Effect of dilutive potential 
  ordinary shares: 
 Share options ('000)                        313            430            444 
 Convertible Loans ('000)                  1,446              -              - 
 Warrants ('000)                              70              -            107 
 Diluted weighted average number 
  of shares ('000)                        18,011         12,203         12,585 
 Basic earnings per share (pence)         (1.6p)           0.9p           3.3p 
 Diluted earnings per share               (1.6p)           0.9p           3.2p 
  (pence) 
 

Basic earnings per share is calculated by dividing profit for the period attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. For diluted earnings per share, the weighted average number of shares is adjusted to allow for the effects of dilutive share options, Convertible Loans and warrants. The Group also presents an adjusted diluted earnings per share figure which excludes depreciation, amortisation, share-based payments charge, and non-recurring expenditure from the measurement of profit for the period.

Adjusted diluted earnings per share

 
                                At 30 June   At 30 June   At 31 December 
                                      2011         2010             2010 
                                 unaudited    unaudited          audited 
                                   GBP'000      GBP'000          GBP'000 
 Earnings for the purposes 
  of diluted earnings per 
  share (GBP'000)                     (95)          110              398 
 Adjustments 
 Reversal of depreciation 
  (GBP'000)                             67           55               97 
 Reversal of amortisation 
  (GBP'000)                            164          148              299 
 Reversal of share-based 
  payments charge (GBP'000)              8           11               18 
 Reversal of AIM listing 
  expenses (GBP'000)                   324            -                - 
 Net adjustments                       563          214              414 
 Adjusted earnings (GBP'000)           468          324              812 
 Adjusted diluted earnings            2.6p         2.7p             6.5p 
  per share (pence) 
 

10. Loans and borrowings

 
                                At 30 June   At 30 June   At 31 December 
                                      2011         2010             2010 
                                 unaudited    unaudited          audited 
                                   GBP'000      GBP'000          GBP'000 
 Non-current 
 Bank loan                               -          535              492 
 Convertible Loan                        -          775              754 
 Total non-current loans 
  and borrowings                         -        1,310            1,246 
 Current 
 Bank loan                               -          288              398 
 Convertible Loan                        -        1,918            1,974 
 Total current loans and 
  borrowings                             -        2,206            2,372 
 Total loans and borrowings              -        3,516            3,618 
 
 

During the period, the bank loan was repaid in full. Of the Convertible Loan, GBP2,364 was repaid with the remainder converted into ordinary shares (see note 11).

11. Share capital

 
                                                 At 30 June   At 31 December 
                               At 30 June 2011         2010             2010 
                                     unaudited    unaudited          audited 
 Allotted, called-up and 
  fully paid                           GBP'000      GBP'000          GBP'000 
 Ordinary shares of GBP0.02 
  each                                     433          236              304 
 
 
                                      At 30 June   At 30 June   At 31 December 
                                            2011         2010             2010 
                                       unaudited    unaudited          audited 
                                         GBP'000      GBP'000          GBP'000 
 Movement in number of shares 
 Number of shares at beginning 
  of period                               15,211       11,755           11,755 
 Share issue                               2,778            -            3,401 
 Issued under share-based 
  payment plans                              374           27               27 
 Issued on conversion of 
  Convertible Loan                         3,177            -               28 
 Issued on exercise of warrants              115            -                - 
 Change in number of shares 
  in period                                6,444           27            3,456 
 Number of shares at end of 
  period                                  21,655       11,782           15,211 
 

During the period, the Company issued 6,444,208 shares increasing the total number of shares in issue from 15,211,490 to 21,655,698.

-- 2,777,778 shares as a result of new share subscriptions at GBP1.80 per share for total cash consideration of GBP5,000,000, with share issue costs of GBP591,000 written off against the share premium account and listing expenses of GBP324,000 charged to the income statement. Included in the share issue costs written off against the share premium account is an amount of GBP126,000 relating to share-based payments in respect of warrants granted to professional advisers in lieu of fees;

-- 374,308 shares as a result of options exercised with a weighted average exercise price of GBP0.35 per share for total cash consideration of GBP133,819;

-- 3,176,772 shares as a result of the Convertible Loans being converted at GBP0.90 per share for total loan value converted of GBP2,859,095;

-- 115,350 shares as a result of exercise of warrants entitled under the bank loan at GBP0.90 per share for cash consideration of GBP103,815.

12. Other reserves

 
                        Equity component   Share-based 
                          of convertible      payments 
                      loans and warrants       reserve   Translation     Total 
                                 GBP'000       GBP'000       GBP'000   GBP'000 
 Balance at 1 
  January 2010 
  (audited)                          499           528          (66)       961 
 
 Exchange 
  difference on 
  retranslation of 
  net assets and 
  results of 
  overseas 
  subsidiaries                         -             -          (59)      (59) 
 Reserve credit for 
  equity-settled 
  share-based 
  payment                              -            11             -        11 
 Balance at 30 June 
  2010 (unaudited)                   499           539         (125)       913 
 Exchange 
  difference on 
  retranslation of 
  net assets and 
  results of 
  overseas 
  subsidiaries                         -             -            30        30 
 Reserve credit for 
  equity-settled 
  share-based 
  payment                              -             7             -         7 
 Equity component 
  of loans                             3             -             -         3 
 Balance at 31 
  December 2010 
  (audited)                          502           546          (95)       953 
 Exchange 
  difference on 
  retranslation of 
  net assets and 
  results of 
  overseas 
  subsidiaries                         -             -            66        66 
 Reserve credit for 
  equity-settled 
  share-based 
  payment                              -           134             -       134 
 Equity component 
  of loans                         (502)             -             -     (502) 
 Balance at 30 June 
  2011 (unaudited)                     -           680          (29)       651 
 

13. Cautionary statement

This document contains certain forward-looking statements with respect of the financial condition, results, operations and businesses of Ubisense Group plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause the actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Nothing in this document should be construed as a profit forecast.

14. Copies of Interim Financial Statements

Copies of the interim financial statements are available from the Company at its registered office at St. Andrew's House, 90 St. Andrew's Road, Chesterton, Cambridge, CB4 1DL. The interim financial information document will also be available on the Company's website www.ubisense.net.

Independent review report to Ubisense Group plc

Introduction

We have been engaged by the Company to review the financial information in the half-yearly financial report for the six months ended 30 June 2011 which comprises the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows and related notes (1 to 14). We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the Company those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusion we have formed.

Directors' responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the Directors. The AIM rules of the London Stock Exchange require that the accounting policies and presentation applied to the financial information in the half yearly financial report are consistent with those which will be adopted in the annual accounts having regard to the accounting standards applicable for such accounts. As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the financial information in the half yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial information in the half yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with the basis of accounting described in Note 2.

Grant Thornton UK LLP

Chartered Accountants

Registered Auditor

Cambridge

19 September 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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