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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Dmatek Ld | LSE:DTK | London | Ordinary Share | IL0010830052 | ORD ILS0.01 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 210.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:2705P Dmatek Ld 04 March 2008 Dmatek Final Results for the Year Ended 31st December 2007 2007 best year ever: revenues increase 65%; acquired business integration brings expected results Dmatek Ltd.("Dmatek"), the London listed provider of leading electronic monitoring technologies today announces its final results for the year ended 31st December 2007. Financial Highlights 2007 2006* % Change $'000 $'000 Revenues 44.3 26.8 +65 Gross profit margin 62% 66% Adjusted EBITDA** 9.2 5.3 +73 Operating profit 4.8 4.0 +21 Profit before tax 5.2 5.0 +5 Profit available for shareholders 4.5 4.1 +8 Earnings per share 20c 19c Net cash balances 9,744 8,013 +22% * 2006 restated for IFRS ** Before exceptional items (other income) & share option costs Operating Highlights * Pro Tech acquisition brings expected results * Revenue continues to grow, customers retained * Turns profitable, gross profit margins continue to improve * Integration well advanced - manufacturing, R&D * US law enforcement business strengthens * Elmo-Tech continues to increase customer base * Overall customer base expands, lease business grows - higher quality, lower risk * Strong 22% organic growth for the European law enforcement business * Eldercare business grows 48% Yoav Reisman, Chief Executive Officer of Dmatek, commented: "During 2007, we strengthened both our market and technology positions, on the back of the successful Pro Tech acquisition. We grew revenues from $27m to $44m, 61% of which comes from lease deals, from a much broader customer base. We have transformed the business in terms of scale, visibility and risk." Enquiries: Dmatek Ltd Idit Mor Mobile: +44 (0) 7834 126 742 Introduction We are pleased to have delivered on our strategic goals for 2007. We have materially expanded our business and strengthened our US market position. We now have access to a much larger customer base, and far greater visibility thanks to a significantly higher proportion of lease revenues. Following the acquisition of Pro Tech at the beginning of the year, we effectively dealt with the increased scope of activities on all operational levels. We are pleased to see gross profit margins for the group continue to rise, now at 62% from 58% at the half year, as we integrate the lower margin business we acquired. Our cost control was robust and in spite of the inevitable additional administrative costs associated with integrating a major acquisition, we were able to increase adjusted earnings before interest, tax, depreciation and amortisation ("EBITDA") in line with revenues and turn Pro Tech from operating loss to operating profit. Pro Tech Acquisition The acquisition of Pro Tech is proving a great success. We continue to grow revenues by adding new customers and developing existing customers relationships. Our focus remains on GPS for home detention and sex offender monitoring. Integration is now well advanced. We have improved the efficiency of Pro Tech's operations in handling field units and integrating both back office functions and manufacturing. We have moved manufacturing to Tel Aviv or to subcontractors as appropriate. Research and Development activities are now aligned with our corporate R&D plan and duplicate efforts have been eliminated. Market facing activities such as sales and account management will remain separate for the time being. Law Enforcement, US Overall, our US law enforcement business has been strengthened considerably by the Pro Tech acquisition and the broadening of Elmo-Tech US operations. Revenues came to $20.6m, nearly tripling last year's $7.7m. These comprised $5.3m generated by Elmo-Tech and $15.3m by Pro Tech. Elmo-Tech revenues include the declining residual business from our historic sole distributor and a growing, predominantly lease based revenue stream from new customers, actively sourced by Elmo-Tech Inc. Pro Tech's business continued to grow in 2007, reflecting both the expansion of existing customer programmes and new accounts. During the year, Pro Tech and Elmo-Tech have operated alongside each other, each focusing on their core strengths. Pro Tech's expertise, technology and market focus lie in the offender GPS tracking opportunity. Elmo-Tech' strength lies in its single platform offering, which incorporates multiple remote monitoring technologies. The combination of the two businesses gives us a broader product offering, a much better view of the market and improved market access, positioning us well for the future. Law Enforcement, Europe Revenues in Europe amounted to some $15m, a 22% increase (2006 $12.2). This is attributable to the organic growth of our various accounts across the continent, notably in France and Spain. In both these countries we have won various local and national level contracts through the year, securing our lease revenue stream from these accounts for 2008 and in some of the cases, further into 2009. In Sweden, we won a contract to provide the Swedish Prison and Probation Service (SPPS) three additional in-prison offender-monitoring systems, further to the one installed there in 2005 on the basis of successful operations and considerable cost savings of 20% reported by SPPS officials. Elmo-Tech systems are currently in service in 14 countries in Europe. Law Enforcement, Rest of the World Programmes in other parts of the world contributed $2.5m of revenues, roughly at the same level as 2006's $2.7m. These came mainly from the expansion of programmes in Australia and New Zealand. We continue to monitor the markets outside the US and Europe and to develop our business there as the opportunities arise. Eldercare Market HomeFree, which operates in the market for monitoring the elderly residents and cognitively impaired patients, achieved good growth during 2007, increasing sales by 48% to $6.4m. We continue to focus on the US and to target larger single facilities and multiple facility management companies. Sales in the first half included a major installation with the US government retirement Home in Washington DC, which together with the NY facility won in late 2006 made the two largest projects of their kind this year. The installations of these two systems were successfully completed during the year. Group Operations During the year, our focus has been on the integration of Pro Tech. Concurrently, we enhanced our operations to enable us to manage effectively a larger business. We are in the process of upgrading our operational infrastructure including reporting, supply chain management, quality assurance, information technology and information systems. Financial Review Revenues for the period grew by 65%. This includes a full year from Pro Tech, which has so far proved to be an excellent deal for us. If Pro Tech had been part of the group for the corresponding period, the increase would have been 13%. Excluding Pro Tech, organic growth was 8%. However, it is worth noting that Pro Tech business overlaps in some areas with that of Elmo-Tech. 2007 % 2007 2006 % 2006 % change $'000 $'000 Revenue from sale of products 13,871 31% 16,347 61% (15)% Revenue under lease agreements 26,830 61% 7,450 28% +260% Revenue from maintenance & services 3,622 8% 3,037 11% +19% 44,323 100% 26,834 100% +65% Lease revenues have increased to 61% of the total from 28% in 2006, giving us a more visible revenue stream. The increase in leases as a proportion of revenues was due mainly to Pro Tech, but also to increased lease business for Elmo-Tech. In the longer run, the shift to higher lease revenue will affect revenues from maintenance and services which are typically bundled into lease agreements. As expected, the proportion of revenues from the US rose considerably thanks to the addition of Pro Tech and the increase in HomeFree sales. The US now accounts for 60% of group revenues up from 43% in 2006. 2007 % 2007 2006 % 2006 % change $'000 $'000 United States 26,487 60% 11,449 43% +131% Europe 15,330 34% 12,563 47% +22% Rest of the world 2,506 6% 2,822 10% (11)% 44,323 100% 26,834 100% +65% In terms of the business split, the Eldercare business maintained its proportionate share in the group's revenues. 2007 % 2007 2006 % 2006 % change $'000 $'000 Law Enforcement 37,928 86% 22,521 84% +68% Eldercare 6,395 14% 4,313 16% +48% Total 44,323 100% 26,834 100% +65% Gross profit margins for the year were 62%, compared with 66% in 2006, up from 58% at the half year. This decrease year on year is mainly the result of the lower margins of the acquired business. Pro Tech's margins have improved under our management. Adjusted EBITDA grew to $9.2m, an increase of 73% over the corresponding period in 2006, in line with the revenue increase. Depreciation charges totalled $3.3m compared with $0.9m last year, reflecting the higher number of leased units. Reconciliation of adjusted EBITDA 2007 2006 % change $'000 $'000 Operating profit 4,825 3,998 +21% Depreciation 3,331 867 Amortisation 1,010 293 EBITDA 9,166 5,158 +78% Share based compensation 846 383 Exceptional items (other income) 803 206 Adjusted EBITDA 9,209 5,335 +73% Our investment in R&D amounted to 16% of revenue (2006: 16%), reflecting our existing business efforts, those of Pro Tech and our joint projects. Sales and marketing costs increased by 41%, mainly in the US, to $7.8m. General & Administrative expenses increased from $4.2m to $8.2m. The increase was a result of the expansion in our US operations and non-cash items - the amortisation associated with the Pro Tech acquisition and higher share-based compensation, amounting to approximately $1.5m. Salary related expenses in Israel were affected by the strengthened Shekel against the US dollar, which devaluated in avarge by 8%. Other operating income for 2007 was mainly the $0.8m that we received in cash on settlement of a patent dispute. Operating profit therefore grew by 21%. Finance income was down on the prior year because of lower average cash balances, following the Pro Tech acquisition. The effective tax rate was 15% (2006: 17%) thanks to tax benefits from Pro Tech transactions. Going forwards we expect an effective tax rate of approximately 17%. The profit attributable to shareholders was $4.5m, compared to $4.1m for 2006. Management's Cash Flow Analysis 2007 2006 % change $'000 $'000 Operating profit 4,825 3,998 +21% Net cash flow from working capital etc (1,254) 220 Share options 846 383 Depreciation and amortisation 4,341 1,160 Cash inflow from operating activities 8,758 5,761 +52% Acquisition of fixed assets & other assets (3,274) (1,545) Acquisition of Pro Tech (717) (13,218) Net finance income 370 963 Tax paid (626) (875) Net cash inflow/outflow before financing 4,511 (8,914) Repayment of borrowings (3,374) (323) Exercise of options 594 29 Net Cash inflow/(outflow) 1,731 (9,208) Net cash at beginning of year 8,013 17,221 Net cash at end of year 9,744 8,013 +22% We generated nearly $9m from operating activities, up 52% on 2006. The overall net acquisition cost of Pro Tech was $13.9m. The consideration for the Pro Tech acquisition went into an escrow account at the end of 2006, some transaction costs were capitalized during 2006 and the balance was paid at the beginning of 2007. Even after funding the acquisition of Pro Tech, we ended the year with net cash balances of $9.7m. Our financial position therefore remains very strong. Conclusion & Outlook During 2007, we strengthened both our market and technology positions, on the back of the successful Pro Tech acquisition. We have transformed the business in terms of scale, visibility and risk. We grew revenues from $27m to $44m, 61% of which comes from lease deals, from a much broader customer base. Our targets for 2008 are to strengthen our organic growth rates whilst further improving operational performance. We will continue the focus on converting market opportunities into top-line growth. We believe that we have the products, solutions and people to deliver on our targets. Simultaneously, we will continue to look out for further step growth opportunities. Independent auditors' report To the Shareholders of Dmatek Ltd. We have audited the accompanying consolidated financial statements of Dmatek Ltd. and its subsidiaries (the "Group"), which comprise the consolidated balance sheet as at 31 December 2007 and 2006, and the consolidated income statement, and the consolidated cash flow statement for the years then ended, and a summary of significant accounting policies and other explanatory notes. We did not audit the financial statements of certain consolidated subsidiaries, whose assets constitute approximately 7.4% and 6.8% of the total consolidated assets as at December 31, 2007 and 2006, respectively, and whose revenues constitute approximately 9.3%, and 13.4% of the total consolidated revenues for the years ended December 31, 2007 and 2006, respectively. The financial statements of those subsidiaries were audited by other auditors whose reports thereon have been furnished to us' and our opinion, insofar as it relates to the amounts included in respect of the aforementioned consolidated subsidiaries, is based solely on the reports of the other auditors. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditory standards, including standards prescribed by the Auditors Regulations (manner of Auditor's Performance) - 1973. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. The financial statements do not include disclosure regarding segments as required in International Accounting Standard No. 14 due to the reasons described in Note 2(M). In our opinion, With the exception of the disclosure described above regarding segments, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2007 and 2006, and of its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards. Somekh Chaikin Certified Public Accountants (Isr.) Member Firm of KPMG International Tel-Aviv Israel March 3, 2008 CONSOLIDATED INCOME STATEMENT Year ended 31st December Note 2007 2006 US$'000 US$'000 Revenue 6 44,323 26,834 Cost of sales (17,014) (9,113) Gross profit 27,309 17,721 Research and development expenses (7,303) (4,174) Sales and marketing (7,825) (5,547) General and administrative expenses (8,159) (4,208) Other income net 7 803 206 Operating profit 4,825 3,998 Financial income 9 742 1,248 Financial expenses 9 (372) (285) Net finance income (expenses) 370 963 Profit before income tax 5,195 4,961 Income tax expense 10 (681) (824) Profit for the period 4,514 4,137 Attributable to: Equity holder of the Company 17 4,467 4,126 Minority interest 17 47 11 Profit for the period 4,514 4,137 Basic earnings per share (U.S. dollars) 21, 18 0.20 0.19 Diluted earnings per share (U.S. dollars) 21, 18 0.19 0.18 The accompanying notes are an integral part of these consolidated financial statements. CONSOLIDATED BALANCE SHEET Year ended 31st December Note 2007 2006 US$'000 US$'000 Assets Property, plant and equipment 11 5,823 2,272 Intangible assets 12 9,187 3,692 Deferred tax assets 13 1,471 557 Total non-current assets 16,481 6,521 Inventories 14 4,916 2,864 Trade and other receivables 15 13,461 10,526 Deposits - 12,500 Cash and cash equivalents 16 10,391 8,667 Total current assets 28,768 34,557 Total assets 45,249 41,078 Equity Share capital 17 70 69 Share premium and reserves 17 20,758 19,319 Retained earnings 17 14,218 9,751 Total equity attributable to equity holders of the Company 35,046 29,139 Minority interest 17 151 104 Total equity 35,197 29,243 Liabilities Employee benefits 20 331 306 Total non-current liabilities 331 306 Bank overdraft 16 647 654 Loans and borrowings 19 - 3,374 Trade and other payables 24 7,493 6,568 Deferred income 22 774 338 Warranty provisions 23 807 595 Total current liabilities 9,721 11,529 Total liabilities 10,052 11,835 Total equity and liabilities 45,249 41,078 These financial statements have approved by the Board of Directors on 3rd March, 2008 and were signed on its behalf by: Yoav Reisman - Director Asher Zysman - Director CEO CFO The accompanying notes are an integral part of these consolidated financial statements. CONSOLIDATED CASH FLOW STATEMENTS Year ended 31st December Note 2007 2006 US$'000 US$'000 Cash flows from operating activities Profit for the period 4,514 4,137 Adjustments for: Depreciation 11 3,331 867 Amortization of intangible assets 12 1,010 293 Net finance income 9 (370) (963) Equity-settled share-based payment transactions 21 846 383 Disposals of leased equipment 11 7 - Income tax expense 10 681 824 10,019 5,541 Increase in inventories 14 (1,716) (1,140) Decrease (increase) in trade and other receivables 15 387 (1,027) Increase (decrease) in trade and other payables 24 (598) 1,978 Increase (decrease) in deferred income 22 436 (29) Increase in warranty provisions 23 212 319 Increase in employee benefits 20 25 119 (1,254) 220 Income tax paid (626) (875) Net cash from operating activities 8,139 4,886 Cash flows from investing activities Cash in escrow 5 12,500 (12,500) Acquisition of subsidiary, net of cash acquired 5 (13,217) - Acquisition of property, plant and equipment 11 (944) (444) Payment in respect of acquisition of subsidiary 5 - (718) Acquisition of lease equipment 11 (2,262) (1,049) Acquisition of patents and trademarks 12 (75) (52) Net cash used in investing activities (3,998) (14,763) Cash flows from financing activities Exercise of options 17 594 29 Repayment of borrowings 19 (3,374) (323) Financial income 9 253 627 Financial expenses 9 (372) (285) Net cash from (used in) financing activities (2,899) 48 Net decrease in cash and cash equivalents 1,242 (9,829) Cash and cash equivalents at 1 January 8,013 17,221 Effect of exchange rate fluctuations on cash held 489 621 Cash and cash equivalents at 31 December 9,744 8,013 The accompanying notes are an integral part of these consolidated financial statements. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST DECEMBER 2007 Note 1 - Reporting Entity A. DMATEK Ltd. ("DMATEK" or "the Company") and its subsidiaries ("the Group") operate in the field of electronic monitoring of moving objects. The Group develops, manufactures, and markets its products utilizing a combination of hardware and software based on its technologies. In addition, certain subsidiaries provide maintenance services for the Group's products. B. The Company's ordinary shares have been listed on the Official List of the London Stock Exchange since April 2000. Prior to that date and commencing from December 1995, the Company's ordinary shares were listed on AIM. C. On 12 January 2007, DMATEK acquired 100% of the Pro Tech Monitoring, Inc. share (see Note 5). Note 2 - Basis of Preparation A. Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs). These are the Group's first IFRS consolidated annual financial statement. An explanation of now, the transition to IFRS has affected the reported financial position, financial performance and cash flows of the Group is provided in Note 29. This Note includes reconciliation of equity and profit or loss for comparative periods reported under Israeli GAAP (previous GAAP) to those reported for those periods under IFRSs. The consolidated financial statements were authorized for issuance on 3 March 2008. B. Basis of measurement The consolidated financial statements have been prepared on the historical costs basis. C. Functional and presentation currency These consolidated financial statements are presented in U.S. dollar ("dollar"), which is the Group's functional currency. All financial information presented in dollar has been rounded to the nearest thousand and prepared on the historical cost basis. D. Use of estimates and judgments The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes: Note 5 - business combination Note 10 - utilization of tax losses Note 20 - measurement of defined benefit obligations Note 21 - measurement of share-based payments Note 23 - warranty provision Note 3 - Significant Accounting Policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities. Certain comparative amounts have been reclassified to conform with the current year's presentation. A Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. (ii) Transactions eliminated on consolidation Intragroup balances, and any unrealized gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. B. Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. (ii) Foreign operations The assets and liabilities of foreign operations are translated to dollar at exchange rates at the reporting date. The income and expenses of foreign operations are translated to dollar at exchange rates at the dates of the transactions. C. Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. Borrowing costs related to the acquisition or construction of qualifying assets is recognised in profit or loss as incurred. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within "other income" in profit or loss. (ii) Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is not recognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. (iii) Depreciation Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. The estimated useful lives for the current and comparative periods are as follows: % Computers 33 Equipment and molds 7-25 Leasehold improvements 10 Lease equipment 25-50 Depreciation methods, useful lives and residual values area reassessed at the reporting date. D. Intangible assets (i) Goodwill Goodwill represents the excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. (ii) Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the assets. The expenditure capitalized includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Borrowing costs related to the development of qualifying assets are recognized in profit or loss as incurred. Other development expenditure is recognized in profit or loss as incurred. Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses. (iii) Other intangible assets Intangible assets other than goodwill (patents, trademarks and intellectual property) that are acquired by the Group are measured at cost less accumulated amortisation (see below) and impairment losses. Expenditure on internally generated goodwill and brands is recognised in profit or loss as an expense as incurred. (iv) Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. (v) Amortisation Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets are between 7 and 12 years. Goodwill is tested systematically for impairment at each annual balance sheet date. Other intangible assets are amortised from the date that they are available for use. E. Inventories Inventories are measured at the lower of cost and net realizable value. Cost is calculated for raw materials on the basis of the average purchase prices. Cost is determined for finished goods and work-in-progress on the basis of the average purchase prices of raw materials plus subcontractors and direct labor costs. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. F. Impairment The carrying amounts of the Group's assets, other than inventories (see accounting policy E), employee benefit assets (see accounting policy G), and deferred tax assets (see accounting policy K), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated (see accounting policy F(i)). For goodwill, intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each annual balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss unless the asset is recorded at a revalue amount in which case it is treated as a revaluation decrease. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. (i) Calculation of recoverable amount The recoverable amount of assets is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. G. Employee benefits (i) Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss as incurred. (ii) Defined benefit plans The Group's net obligation in respect of defined benefit post-employment plans, including pension plans, is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The discount rate is the yield at the balance sheet date on Israeli government bonds that have maturity dates approximating the terms of the Group's obligations. The calculation is performed by a qualified actuary using the projected unit credit method. All actuarial gains and losses at 1 January 2006, the date of transition to IFRSs, were recognised. The Group recognises actuarial gains and losses that arise subsequent to 1 January 2006 to the profit and loss accounts. (iii) Share-based payment transactions The share option programme allows Group employees to acquire shares of the Company. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Monte-Carlo valuation method, taking into account the terms and conditions upon which the options were granted. H. Provisions A provision is recognised if, as a result of past event, the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. (i) Warranties A provision for warranties is recognised when the underlying products or services are sold. The Group generally warrants its products for a period of one year. The provision with respect to these warranties is computed at 2% of the revenues, based on the Group's previous experience and management's estimate. I. Revenue (i) Goods sold Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. Transfers of risks and rewards vary depending on the individual terms of the contract of sale. Revenues from leased products are recognised in profit and loss over the period of the lease contract. (ii) Services Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed. J. Finance income and expenses Interest income or expenses in borrowings are recognised as it accrues in profit or loss, using the effective interest method. K. Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. L. Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees. M. Segment reporting The Group generates revenues from sale, lease and maintenance of electronic monitoring products in the law enforcement and the elderly care fields (as presented in Note 6). The revenues are segmented geographically due to the fact that the two businesses operate in what the Group considers to be a highly competitive and narrow sector within the electronic monitoring market. Furthermore, the Group deems this true and fair disclosure without exposing the Group to significant business risks and therefore Segment reporting is not presented according to IAS 14. N. Derecognition of financial assets According to IAS 39, "Financial Instruments: Recognition and Measurement", the Group derecognises financial assets when the contractual rights to cash flow expire or there is a "transfer of a financial asset" and that transfer qualifies for derecognition. O. Reclassification Certain amounts in prior years' financial statements have been reclassified to conform to the current year's presentation. P. New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2007, and have not been applied in preparing these consolidated financial statements: l. IFRS 8 Operating Segments introduces the "management approach" to segment reporting. IFRS 8, which becomes mandatory for the Group's 2009 financial statements, will require the disclosure of segment information based on the internal reports regularly reviewed by the Group's Chief Operating Decision Maker in order to assess each segment's performance and to allocate resources to them. Currently the Group presents segment information in respect of its business and geographical segments (see Note 6). Under the management approach no change is anticipated. 2. Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised IAS 23 will become mandatory for the Group's 2009 financial statements and will constitute a change in accounting policy for the Group. In accordance with the transitional provisions the Group will apply the revised IAS 23 to qualifying assets for which capitalisation of borrowing costs commences on or after the effective date. 3. IFRIC 11 IFRS 2 - Group and Treasury Share Transactions requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. IFRIC 11 will become mandatory for the Group's 2008 financial statements, with retrospective application required. It is not expected to have any impact on the consolidated financial statements. 4. IFRIC 12 Service Concession Arrangements provides guidance on certain recognition and measurement issues that arise in accounting for public-to-private service concession arrangements. IFRIC 12, which becomes mandatory for the Group's 2008 financial statements, is not expected to have any effect on the consolidated financial statements. 5. IFRIC 13 Customer Loyalty Programmes addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programmes for their customers. It relates to customer loyalty programmes under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the Group's 2009 financial statements, is not expected to have any impact on the consolidated financial statements. 6. IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction clarifies when refunds or reductions in future contributions in relation to defined benefit assets should be regarded as available and provides guidance on the impact of minimum funding requirements (MFR) on such assets. It also addresses when a MFR might give rise to a liability. IFRIC 14 will become mandatory for the Group's 2008 financial statements, with retrospective application required. The Group has not yet determined the potential effect of the interpretation. 7. IAS 27 (2008), "Consolidated and Separate Financial Statements", reflects changes in the accounting treatment of the rights of holder of con-controlling interests (the minority) and mainly discusses the accounting treatment of changes in ownership rights in subsidiaries after obtaining control, the accounting treatment of loss of control in subsidiaries, and the attribution of income or loss to the holders of the controlling and non-controlling interests of a subsidiary. IAS 27 shall apply to the financial statements of the Company for 2010. The standard is not anticipated to have an effect on the financial statements of the Company. 8. IFRS 3 (2008), "Business Combinations", refers also to business combinations executed only by means of contract. The definition of a business combination focuses on obtaining control, including by means of a contingent consideration. The buyer can choose to measure the non-controlling rights at their fair value on the date of acquisition or according to their relative portion in the fair value of the identified assets and identified liabilities of the acquired entity. When an acquisition is executed by means of consecutive purchases of shares (step acquisition), the identified assets and identified liabilities of the acquired entity are recognized at their fair value when control is obtained. IFRS 3 (2008) applies to the financial statements of the Company for 2010 and is not anticipated to have an effect of the financial statements of the Company. Note 4 - Financial Risk Management Overview The Group has exposure to the following risks from its use of financial instruments: credit risk liquidity risk market risk. This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers. Trade and other receivables The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group's customer base, including the default risk of the industry and country in which customers operate, has less of an influence on credit risk. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. Guarantees The Group's policy is to provide financial guarantees only to wholly-owned subsidiaries. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Currency risk The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities. Capital management The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. Note 5 - Pro Tech Acquisition On 12 January, 2007, Dmatek acquired 100% of the Pro Tech Monitoring, Inc. share, by Pro Tech Holdings, Inc., a fully-owned subsidiary of Dmatek. The combined purchase price was US$ 12,500,000 divided into payment for the entire issue share capital of Pro Tech (US$6,304,045) and payment for the credit note issued by Pro Tech to the former owner, RMS (US$6,195,955). The amount was settled in cash from existing reserves that were held in an escrow account as at 31 December 2007. The overall acquisition cost was US$14.1 million. Pro Tech Monitoring Inc. is a privately owned US based, specialised in people tracking technology as a developer and system vendor offering a range of GPS products. The acquisition is accounted for under the purchase method of accounting. The purchase price of Pro Tech Monitoring Inc. has been allocated based on independent appraisals and management estimates. Pre-acquisition carrying amounts were determined based on applicable IFRSs immediately before acquisition. The values of assets, liabilities, and contingent liabilities recognised on acquisition are their estimated fair values. In determining the fair value of intangible assets acquired, the Group applied the income approach which utilizes a Discounted Cash Flow analysis The goodwill recognised on the acquisition is attributable mainly to the skills and technical talent of the acquired business's work force, and the synergies expected to be achieved from integrating the company into the Group's existing business. The allocation of the acquisition cost is as follows: Pre-acquisition Recognized carrying Fair values values on Note amounts adjustments acquisitions Property, plant and equipment 11 3,683 - 3,683 Intangible assets: Technology 12 - 3,800 3,800 Trademarks and trade name 12 36 500 536 Customer-related intangible 12 - 2,700 2,700 Loss carried forward - 3,770 3,770 Inventory 336 - 336 Deposits 299 - 299 Current assets 3,023 - 3,023 Cash and cash equivalents 184 - 184 Trade and other payables (2,332) - (2,332) Deferred tax related to intangibles - (2,800) (2,800) Net identifiable assets and liabilities 5,229 7,970 13,199 Goodwill on acquisition 920 Consideration paid* 14,119 Cash and cash equivalents acquired (184) Payment in 2006 (718) Net cash outflow 13,217 * Includes brokerage fee and other transaction costs. In the year ended 31st December, 2007, Pro Tech Monitoring Inc. contributed revenue of $15.3m. Note 6 - Revenue Year ended 31st December 2007 2006 US$'000 US$'000 Composition: Revenue from sale of products 13,871 16,347 Revenue under lease agreements 26,830 7,450 Revenue from maintenance and services 3,622 3,037 44,323 26,834 Analysis of revenue by geographic markets and business: Law Enforcement Business United states 20,613 7,705 Europe 14,817 12,150 Rest of the world 2,498 2,666 37,928 22,521 Eldercare Business United States 5,874 3,744 Europe 513 413 Rest of the world 8 156 6,395 4,313 All Group United States 26,487 11,450 Europe 15,330 12,563 Rest of the world 2,506 2,821 44,323 26,834 Note 7 - Other Income On November 27, 2007, ProTech Monitoring Inc, a subsidiary of Dmatek, entered into a Settlement Agreement, which caused the dismissal of its lawsuit against iSecureTrac Corp. ("iST"). In consideration, iST paid Pro Tech $800,000 in cash upon execution of the Settlement Agreement and has agreed to purchase $600,000 worth of remote alcohol monitoring equipment prior to December 31, 2007. In addition, iST has agreed to make a modification to its GPS tracking equipment to eliminate or disable a particular component that was claimed by Pro Tech to contribute to the infringement of its patent. To the extent this component is not removed or disable from iST's equipment within two months, iST will be subject to royalty payments on unmodified equipment in the field which escalate over time. The amount of such royalty payments, if any, cannot be estimated at this time. During 2006, the Group recorded a total of US$206 thousand of other income, net, resulting from an earn out against the sale of a subsidiary in 1997 and the setting of a provision against a minority debt. Note 8 - Personnel Expenses Year ended 31st December 2007 2006 US$'000 US$'000 Wages and salaries 15,125 8,611 Equity-settled share-based payment transactions 846 383 Other benefit 695 615 16,666 9,609 Note 9 - Finance Income and Expense A. Finance income Year ended 31st December 2007 2006 US$'000 US$'000 Interest receivable, primarily from bank deposits 253 627 Foreign currency exchange gains, net 489 621 Total financial income 742 1,248 B. Finance expense Year ended 31st December 2007 2006 US$'000 US$'000 Interest payable on short-term bank loans 215 144 Bank fees and others 157 141 Total financial expenses 372 285 C. Net Finance Income 370 963 Note 10 - Income Tax Expense A. Reconciliation of effective tax rate Year ended 31 December 2007 2006 US$'000 US$'000 Profit for the period 4,514 4,137 Total income tax expense 681 824 Profit excluding income tax 5,195 4,961 Statutory tax rate 29% 31% Income tax using the Company's domestic tax rate 1,507 1,538 Effect of tax rates in foreign jurisdictions 5 2 Effect of exchange rate (708) (457) Effect of local law (228) 7 Tax exempt income 54 (76) Tax incentives (533) (920) Current year losses for which no deferred tax asset was recognized 765 953 Change in unrecognized temporary differences (181) (223) 681 824 B Composition: Year ended 31st December 2007 2006 US$'000 US$'000 Current tax 625 863 Deferred tax 56 (51) Adjustment for prior periods - 12 Income tax expense 681 824 C. The Company and two of its subsidiaries, Elmo-Tech and HomeFree, are assessed under the provisions of the Israeli Tax Ordinance and the Israeli Income Tax Law (Inflationary Adjustments), 1985, pursuant to which the results for tax purposes are measured in Israeli currency in real terms in accordance with changes in the Israeli CPI. The Company and its subsidiaries, Elmo-Tech and HomeFree, are "Industrial Companies" as defined in the Israeli Law for the Encouragement of Industry (Taxes) - 1969, and, as such, are entitled to certain tax benefits, primarily increased depreciation rates, the right to deduct public offering costs and the amortization of patents and other intangible property. Based on this Law, commencing 2002, the Company, Elmo-Tech and HomeFree submit consolidated tax returns. The Company's foreign subsidiaries are assessed for tax purposes individually according to each company's local tax rules at a tax rate of 28% to 34%. D. Substantially all of the Company's subsidiaries', Elmo-Tech and HomeFree, facilities as at 31st December 2006, have been granted approved enterprise status programs, as provided by the Israeli Law for the Encouragement of Capital Investments - 1959 ("Investments Law"). The Company and Elmo-Tech have completed their investments under those programs, complied with their conditions as of 31 December 2007. The tax benefits derived from approved enterprise status relate only to taxable income attributable to approved enterprise investments. Pursuant to the Investments Law and the approval certificates for Elmo-Tech's approved enterprise programs obtained in 1996, 2000 and 2003, Elmo-Tech's income attributable to its approved enterprise investment for the years 1999 and 2000 was tax-exempt. Any income for 2001-2010 attributable to said approved enterprise programs will be taxed at a rate of 10% to 20%. The investments under all these programs were completed and the programs of 1996 and 2000 have received final approvals from the Investment Center of the Ministry of Trade and Industry of the State of Israel. In 2005, Elmo-Tech submitted the final report in relation to the 2003 program. As of December 31, 2007, the report has not yet received final approval from the Investment Center. In October 2002, the Ministry approved HomeFree's investment program for its new plant under similar terms to the above-mentioned program, entitling HomeFree to tax benefits for a period of 7 years. The period of benefits may commence any time within 14 years of receiving approval and 12 years from the date the approved enterprise first generates profits. E. Taxable income that is not attributable to approved enterprise investments is taxed at a rate of 29% in 2007 (regular "Company Tax"). The regular Company Tax rate is to be gradually reduced to 25% until 2010, (27% in 2008 and 26% in 2009). The Israeli withholding tax rate on dividends distributed from income not attributable to approved enterprise investments is 25%. F. As at 31st December 2007, the Group has net operating loss carry-forwards for tax purposes of approximately US$19.5 million, and a capital loss of approximately US$0.2 million. Both of these may be carried forward for an unlimited period of time. G. The Company, Elmo-Tech and HomeFree have received final tax assessments for tax years up to and including 2003. One of the foreign subsidiaries has received final tax assessments for the years up to and including tax year 2006. The other subsidiaries have not yet been assessed for tax since their incorporation. Note 11 - Property, Plant and Equipment *Leased Leasehold Equipment equipment improvements Computers and molds Total US$'000 US$'000 US$'000 US$'000 US$'000 Cost At 1st January 2006 2,963 294 1,376 1,620 6,253 Additions 1,049 46 283 115 1,493 At 31st December 2006 4,012 340 1,659 1,735 7,746 Acquisitions through business combinations 3,198 18 314 153 3,683 Additions 2,262 121 470 353 3,206 Disposals (331) - - - (331) At 31st December 2007 9,141 479 2,443 2,241 14,304 Accumulated depreciation At 1st January 2006 2,302 130 1,081 1,094 4,607 Depreciation for the year 507 32 205 123 867 At 31st December 2006 2,809 162 1,286 1,217 5,474 Depreciation for the year 2,740 33 354 204 3,331 Disposals (324) - - - (324) At 31st December 2007 5,225 195 1,640 1,421 8,481 Carrying amounts At January 1, 2006 661 164 295 526 1,646 At 31st December 2006 1,203 178 373 518 2,272 At January 1, 2007 1,203 178 373 518 2,272 At 31st December 2007 3,916 284 803 820 5,823 * Reclassified - The Company reclassified monitoring systems from inventories to fixed assets. Note 12 - Intangible Assets A. Intangible assets are comprised as follows: Year ended 31st December 2007 2006 US$'000 US$'000 Acquisition deferred costs (1) - 1,526 Goodwill 1,666 746 Patents and trademarks 1,468 1,179 Intellectual property 6,053 241 9,187 3,692 B. Movement in intangible assets: Patents and Intellectual Goodwill trademarks property US$'000 US$'000 US$'000 Cost Balance at 1st January 2006 1,875 2,100 373 Additions - 52 - Balance at 31st December 2006 1,875 2,152 373 Acquisitions through business combinations 920 536 6,500 Additions - 75 - Balance at 31st December 2007 2,795 2,763 6,873 Amortization and impairment loss Balance at 1st January 2006 1,129 718 94 Amortization for the year - 255 38 Balance at 31st December 2006 1,129 973 132 Amortization for the year - 322 688 Balance at 31st December 2007 1,129 1,295 820 Carrying amounts At 1st January 2006 746 1,382 279 At 31st December 2006 746 1,179 241 At 1st January 2007 746 1,179 241 At 31st December 2007 1,666 1,468 6,053 As at 31 December the Company presented US$1,526 million as acquisition deferred costs, which were direct cost related to acquisition of Pro Tech Monitoring Inc. Note 13 - Deferred Tax Assets Recognized deferred tax assets are attributable to the following: As at December 31 2007 2006 $ thousands $ thousands Deferred tax assets Research and development costs 413 411 Other payables and liability for employee severance benefits 39 33 Deferred tax, net, related to acquisitions 861 - Other 158 113 Total 1,471 557 Note 14 - Inventories Year ended 31st December 2007 2006 US$'000 US$'000 Raw materials and consumables 2,736 1,541 Work in progress 1,500 716 Finished goods 680 607 4,916 2,864 Note 15 - Trade and Other Receivables A. Trade receivables Year ended 31st December 2007 2006 US$'000 US$'000 Trade receivables - open accounts 12,355 9,308 Checks receivables - 420 Allowance for doubtful receivables (372) (161) 11,983 9,567 B. Other receivables Year ended 31st December 2007 2006 US$'000 US$'000 Income receivable 81 295 Prepaid expenses and accrued receivable 951 496 Employees, shareholders and officers 177 149 Others 269 19 1,478 959 13,461 10,526 The group's exposure to credit and currency risks and impairment losses related to trade and other receivables and disclosed in Note 25. Note 16 - Cash and Cash Equivalents Year ended 31st December 2007 2006 US$'000 US$'000 Cash and cash equivalents (1) 10,391 8,667 Bank overdraft used for cash management purposes (2) (647) (654) Cash and cash equivalents in the statement of cash flow 9,744 8,013 (1) Cash and cash equivalents comprise cash balance of US$8,226 thousand and US$6,188 thousand as at 31st December 2007 and 2006 respectively and call deposits with an original maturity of three months or less of US$2,165 thousand and US$2,479 as at 31st December 2007 and 2006 respectively (2) Bank overdrafts that are repayable on demand and from an integral part of the Group's cash management are included as a component of cash equivalents for the purpose of the statement of cash flows. Note 17 - Capital and Reserves Share Share premium Retained Minority capital and reserves earnings interest Total US$'000 US$'000 US$'000 US$'000 US$'000 Year ended 31st December, 2007: Balance at 1st January, 2007 69 19,319 9,751 104 29,243 Changes in 2007 Exercise of options 1 593 - - 594 Share-based payments - 846 - - 846 Profit for the year - - 4,467 47 4,514 Balance at 31st December, 2007 70 20,758 14,218 151 35,197 Year ended 31st December, 2006: Balance at 1st January, 2006 69 18,907 5,625 93 24,694 Changes in 2006 Exercise of options *- 29 - - 29 Share-based payments - 383 - - 383 Profit for the year - - 4,126 11 4,137 Balance at 31st December, 2006 69 19,319 9,751 104 29,243 * Less than one thousand dollars. Note 18 - Earnings Per Share Earnings per share is calculated on the profit attributable to shareholders of $4,467 thousand and $4,126 thousand for the years ended December 31, 2007 and 2006 respectively, applied to the weighted average number of shares. The weighted average number of shares during each of the years was calculated as follows: Number of shares (Thousands) December 31 December 31 2007 2006 Issued ordinary shares at beginning of the year 21,896 21,881 Weighted average number of shares: Issue of new shares resulting from exercise of options 204 12 Weighted average number of shares issued used in calculation of basic earnings per share 22,100 21,893 Dilutive effect of share options 840 602 Weighted average number of shares used in calculation of diluted earnings per share 22,940 22,495 The basic earning per share is 0.2 and the diluted earning per share is 0.19. Note 19 - Loans and Borrowings As at 31st December 2006, the Group presented short-term loans which were backed up by expected payments from trade debtors. The amount of US$ 2,593 thousand denominated in U.S dollars, the amount of US$ 781 thousand denominated to Euro. Note 20 -Employee Benefits A. Israeli labor laws and agreements require the Company to pay severance pay to dismissed or retiring employees (including those leaving their employment under certain other circumstances). The calculation of the severance pay obligation was made in accordance with labor agreements in force and based on salary components, which in Management's opinion, create entitlement to severance pay. B. The Israeli company's severance pay liabilities to its employees are funded partially by regular deposits with recognized severance pay funds in the employees' names and by purchase of insurance policies and are accounted as defined benefit plans. C. Employee benefits are comprised as follows: Year ended 31st December 2007 2006 US$'000 US$'000 Present value of the obligation 1,604 1,430 Fair value of individual plan assets 1,273 1,124 Liability for defined benefit obligation 331 306 The Group makes contributions to defined benefit plans that provided pension benefits for employees upon retirement or post employment. Movements in the liability for defined benefit obligation: Year ended 31st December 2007 2006 US$'000 US$'000 Liability for defined benefit obligation at January 1 1,430 1,146 Benefits paid (321) (155) Current service costs and interest 272 321 Actuarial losses 32 11 Foreign exchange losses 135 107 Joining new population 56 - Liability for defined benefit obligation as at the end of the period 1,604 1,430 Movement in the individual plan assets Year ended 31st December 2007 2006 US$'000 US$'000 Fair value of the individual assets at January 1 1,124 958 Contribution paid 160 166 Joining new population 56 - Benefits paid (305) (136) Expected return on individual assets 66 33 Actuarial gains 59 14 Foreign exchange gains 113 89 Fair value of the individual assets at the end of the period 1,273 1,124 Expenses recognized in profit or loss: Year ended 31st December 2007 2006 US$'000 US$'000 Current service costs 193 188 Interest on obligation 78 40 Joining new population 1 - Expected return on individual assets (66) (33) PV of contribution 46 42 Net actuarial gain in the period (27) (3) 225 234 Actuarial assumptions: A. The calculations for all periods presented are based on the following demographic assumptions about future characteristics of current employees who are eligible for benefits: i) Mortality rates are based on the Ministry of Finance insurance circular 2007-1-3, reflecting the latest mortality assumptions in Israel, including future mortality improvements. ii) Disability rates are based upon the pension circular 2000/1 of the Ministry of Finance (Israel). iii) The leave rate assumed is derived from the experience of the Company. Leave rates are assumed to be dependent on the number of service years, as follows: With entitlement to Without entitlement Number of service years severance to severance 0 0% 13% 1 + 3% 10% iv) Retirement age: 67 for men, 64 for women. B. The calculations are based on the following financial assumptions: i) The discount rate used is based on the yield of fixed-interest Israeli government bonds with duration equal to the duration of the gross liabilities: Valuation Date Duration of Liabilities Discount Rate 31st December 2007 6.47 years 3.35% 31st December 2006 6.47 years 3.66% ii) The salary pattern is based on the experience analysis from the company. The future real salary increase is assumed to be 4.0% per age year. Note 21 - Share-Based Payments The Option Plans of the Group are administered by the Board of Directors, which designates the optionees and dates of grant. Under the Share Option Plans, the exercise price of an option could be set with a maximum discount of 10% of the fair market value of the Company's Ordinary Shares (as determined on the grant date). However, for all grants made in the years 2003 - 2007, the exercise price of the options was set as the fair market value of the Company's Ordinary Shares. The options are generally granted with a vesting period of up to three years and are non-assignable except by the laws of descent. According to the Share Option Plans, the options are subject to certain vesting conditions and are exercisable for a period of ten years from the grant of options. The grantee is responsible for all personal tax consequences arising out of the grant and exercise of the options. The terms and conditions of the grants are as follows; all options are to be settled by physical delivery of shares: Number of Contractual options in life of Grant date / employees entitled thousands Vesting conditions options 4/8/1999 Dir. 990,461 3 10 4/8/1999 Emp. 270,000 3 10 23/3/2000 Dir. 75,000 3 10 16/11/2000 Dir. 39,000 3 10 1/2/2000 Emp. 230,000 3 10 16/7/2000 Emp. 10,000 3 10 1/3/2001 Dir. 85,000 3 10 1/3/2001 Emp. 318,000 3 10 11/10/2001 Emp. 63,500 3 10 2/1/2002 Emp. 10,000 3 10 24/2/2002 Emp. 15,000 3 10 7/4/2002 Emp. 60,000 3 10 30/12/2004 Emp. 910,705 3 10 2/6/2005 Dir. 215,000 4 10 2/6/2005 Dir. 185,000 3 10 30/12/2005 Emp. 94,500 3 10 25/1/2007 Emp. 100,000 3 10 26/4/2007 Dir. 525,000 0-3 10 4,196,166 During the year ended 31st December 2007, the Company granted 625,000 options to its directors and employees. The CEO has been granted 500,000 options and the balance related to employees under a new U.S. tax program and to a new appointment of director. The U.S tax program and the grant for the directors including the CEO have been approved by the AGM on 26th April 2007. The number and weighted average exercise prices of share options are as follows: 31st December, 2007 31st December, 2006 Weighted Weighted Number average Number average of exercise of exercise options price options price £ £ Outstanding at the beginning of 2,066,374 0.902 2,141,359 0.905 the period Forfeited during the period 98,120 1.355 59,818 0.944 Exercised during the period 295,375 0.961 15,167 1.127 Granted during the period 625,000 1.526 - - Outstanding at the end of period 2,297,879 1.045 2,066,374 0.902 Exercisable at the end of period 1,812,801 0.973 1,460,471 0.873 The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a Monte Carlo model, with the following inputs: Number of Vesting Contractual Risk free Expected Exercise Share Fair value at Date of grant options periods life of interest volatility price price grant date (years) options rate % % £ £ £ 30th December 2004 - 1,405,205 3 - 4 10 2.76 - 4.41 34.07 - 76.15 0.85 - 1.2 0.89 - 1.23 0.42 - 0.62 31st December, 2005 1st January 2007 - 625,000 0 - 3 10 4.59 - 5.11 28.91 - 56.34 1.35 - 1.56 1.36 - 1.58 0.49 - 0.64 31st December 2007 Risk free interest rate is based on US government bond. The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information. The expenses derived from equity settled share based payment transactions are as follow: Year ended 31st December 2007 2006 US$'000 US$'000 Cost of sales 5 27 Research and development expenses 75 76 Selling and marketing expenses 26 96 General and administrative expenses 740 184 846 383 Note 22 - Deferred Income Deferred income classified as current consists of customer advance for lease agreements and maintenance and services. Deferred Incomes are stated at their nominal value. Note 23 - Warranty Provision Warranty provisions - relates mainly to electronics product sold during the years ended 31 December 2006 and 2007. The provisions are based on estimates made from historical warranty data associate with similar products and services. The Group expects to utilise most of this processions over the next year. The movement in the warranty provision is as follows: As at December 31 2007 $ thousand Balance at the beginning of the year 595 Provisions used during the year (375) Provisions made and acquired during the year 578 Balance at the end of the year 807 Note 24 - Trade and Other Payables Year ended 31st December 2007 2006 US$'000 US$'000 Trade creditors 2,040 1,717 Bills of exchange payables 1,238 944 Government authorities 1,193 793 Employees' wages and related expenses 1,998 1,689 Accrued expenses 674 1,275 Other 350 150 7,493 6,568 The Group's exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 27. Note 25 - Financial Instruments Credit risk Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Carrying amount Note 2007 2006 $ thousands $ thousands Trade and other receivables 15 13,461 10,526 Cash and cash equivalents 16 10,391 8,667 23,852 19,193 The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Carrying amount 2007 2006 $ thousands $ thousands United States 6,019 4,598 Europe 5,260 4,368 Other 704 601 11,983 9,567 The aging of trade receivables at the reporting date was: 2007 2006 $ thousands $ thousands Predue 4,662 4,839 Overdue 7,693 4,469 12,355 9,308 Majority are large companies and government agents. Liquidity risk The group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet into liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage of the Group's reputation. Currency risk Exposure to currency risk The Group's exposure to foreign currency risk was as follows based on notional amounts: NIS USD Euro Other NIS USD Euro Other 31st December, 2007 31st December, 2006 Trade receivables 25 6,090 5,195 673 376 4,728 4,283 180 Trade creditors and bills 1,047 1,729 407 95 1,002 1,224 121 314 exchange payables Revenue* 42 28,595 14,961 725 10 16,048 9,568 1,208 Purchases* 3,643 6,680 1,100 6 1,496 5,569 1,546 70 The following significant exchange rates applied during the year: Average rate Average rate 2007 2006 2007 2006 Euro 1 1.369 1.256 1.471 1.317 NIS 1 0.243 0.225 0.260 0.237 * The management believes that the currency risk exposure in the future will be proportionality. Interest rate risk Profile At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was: Carrying amount 2007 2006 $ thousands $ thousands Instruments Bank overdrafts (1) 647 654 Short-term loans (2) - 3,374 647 4,028 (1) The overdrafts are linked to the dollar and bear annual interest at an average rate of LIBOR+1.1%. (2) The short-term loans - see Note 19. Fair values The Group financial instruments include primarily debtors, deposits at bank, cash and cash equivalent at the bank, bank overdrafts, short-term bank loans and creditors. Due to the nature of the financial instruments included in working capital, their fair value is identical to or approximates, in general, the value at which they are presented in the balance sheet. Note 26 - Commitments and Contingent Liabilities A. The Group has provided guarantees to the banks totaling, as at 31st December 2007, US$1,415 thousand. B. On July 24, 2007, HomeFree Inc. was added as a defendant (together with another company SM-Tek, Inc.) to a lawsuit that was filed by Willie E. Stacey and Carol Daily, Administrators of the Estate of William T. Stacey, against Thomas J. Mabry & Associates (Mabry health care & rehabilitation Center) on January 12, 2007, in the United States Circuit Court for Jackson County, Tennessee. The Company believes it has a valid defense against its participation in this lawsuit and against the material allegations made against it. The Company intends to vigorously defend itself against this lawsuit. The Company is unable to predict the outcome of this lawsuit at this time. Independently from the aforementioned lawsuit all of the Company's products are covered by a comprehensive Product Liability Insurance policy. C. In 2005 a lawsuit was filed in the US, state of Tennessee, against Pro Tech by Satellite Tracking of People, LLC, alleging an infringement of its US patent number 6-405-213. The lawsuit did not indicate any specific damages or amounts. On 29 August 2006 the court granted a stay of proceedings pending re-examination of the patent by the United States Patent Office. D. In August 2005, the Company has entered into an operating lease agreement. Under the provisions of the Lease Agreement the Company has leased office and storage space and additional parking spaces, for an approximate monthly rental fee of US$28 thousand. The lease period is 5 years and the Company has an option to extend it for an additional 5 year period. The Lease Agreement includes certain options to lease additional space in the building. The Company has an option to terminate the Lease Agreement prior to the end of the 5 year lease period, by payment of a penalty, which is determined as a function of the time left on the lease. The Company's maximum aggregate liability under the Lease Agreement is limited to US$140 thousand. E. From time to time, the Company enters into accounts receivable factoring agreements with a financial institution. Under the terms of the agreements, the Company factors receivables, with the financial institution on a non-recourse basis. In some cases, as in general for trade debtors, the Company continues to be obligated in the event of commercial disputes (such as product defects), which are not covered under the agreement, unrelated to the credit worthiness of the customer. The Company accounts for the factoring of its financial assets in accordance with IAS 39. In the past, there were no cases in which the Company had to reimburse the financial institution for accounts receivables following business disputes. The Company does not expect any reimbursements to take place in the foreseeable future. Note 27 - Related Parties Transactions with key management personnel There is no related party transaction apart from the details of key management remuneration. Executive officers also participate in the Group's share option programme (see note 21). Executive officers and key management personnel compensation comprised: Year ended 31st December 2007 2006 US$'000 US$'000 Salaries, fees and benefits 1,465 1,096 Share-base payments 714 215 2,179 1,311 Director's Remuneration The non-executive director's remuneration for both years 2007 and 2006 were $98 thousand. Note 28 - Group Entities A. The following subsidiaries have been included in the consolidated financial statements. The figures in the percentage column present the proportion of voting rights and ordinary share capital held as at 31st December 2007. Country of incorporation Names Percentage Elmo-Tech Ltd. ("Elmo-Tech") Israel 100 Electronic Monitoring Technologies Svenska AB ("EMTS") Sweden 100 Electronic Monitoring Technology (Europe) B.V. Netherlands 100 Abakus - ElmoTech Pty. Limited Australia 51.0 ElmoTech France s.a.r.l. France 100 ElmoTech Inc. USA 100 ElmoTech CLFI, Inc. USA 100 Comguard Holdings LLC. USA 50.1 Comguard Leasing & Financial Inc. USA 100 Comguard Inc. USA 100 HomeFree Systems Ltd. ("HomeFree") Israel 100 HomeFree Inc. USA 100 ProTech Holdings Inc. USA 100 ProTech Monitoring Inc. USA 100 B. Additional information: 1. On 12 January 2007, Dmatek acquired 100% of the Pro Tech Monitoring Inc. share, by Pro Tech Holdings Inc., a fully-owned subsidiary of Dmatek (See Note 5). 2. In 2006, Dmatek established ProTech Holdings, Inc., a wholly-owned subsidiary engaged to acquire ProTech Monitoring, Inc. (see Note 5). 3. Elmo-Tech Ltd., which specializes in the development, marketing and manufacturing of electronic monitoring systems for law enforcement applications, is the subsidiary that manufactures most of the Group's products. 4. For information on the activities of the Company and its subsidiaries, see Note 1a. Note 29 - Explanation of Transition to IFRS As stated in Note 2(A), these are the Group's first Annual consolidated financial statements prepared in accordance with IFRS. The accounting policies in Note 3 have been applied in preparing the annual consolidated financial statements for the year ended 31 December 2007, the comparative information for the year ended 31 December 2006 and the preparation of an opening IFRS balance sheet at 1 January 2006 (the Group's date of transition). In preparing its opening IFRS balance sheet, comparative information for the year ended 31 December 2006, the Group has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. An explanation of how the transition from previous GAAP to IFRSs has affected the Group's financial position and financial performance is set out in the following tables and the notes that accompany the tables. A. Reconciliation of equity 1 January, 2006 31 December, 2006 Effect of Effect of Previous transition Previous transition Note GAAP to IFRS IFRSs GAAP to IFRS IFRSs U.S.$'000 Assets Property, plant and equipment 11 *1,647 - 1,647 *2,272 - 2,272 Intangible assets 12 2,688 (282) 2,406 3,842 (150) 3,692 Deferred tax assets 13 - 506 506 - 557 557 Total non-current assets 4,335 224 4,559 6,114 407 6,521 Inventories 14 *1,724 - 1,724 *2,864 - 2,864 Trade and other receivables 15 9,723 (224) 9,499 10,933 (407) 10,526 Deposits - - - 12,500 - 12,500 Cash and cash equivalents 16 17,625 - 17,625 8,667 - 8,667 Total current assets 29,072 (224) 28,848 34,964 (407) 34,557 Total assets 33,407 - 33,407 41,078 - 41,078 * Reclassified - The Company reclassified monitoring system to Fixed assets. A. Reconciliation of equity (cont'd) 1 January, 2006 31 December, 2006 Effect of Effect of Previous transition Previous transition Note GAAP to IFRS IFRSs GAAP to IFRS IFRSs U.S.$'000 Liabilities Employee benefits 20 300 (113) 187 441 (135) 306 Total non-current liabilities 300 (113) 187 441 (135) 306 Bank overdraft 16 404 - 404 654 - 654 Loans and borrowings 19 3,697 - 3,697 3,374 - 3,374 Trade and other payables 24 4,425 - 4,425 7,501 - 7,501 Total current liabilities 8,526 - 8,526 11,529 - 11,529 Total liabilities 8,826 (113) 8,713 11,970 (135) 11,835 Minority interest 93 (93) - 104 (104) - 8,919 (206) 8,713 12,074 (239) 11,835 Equity Share capital 17 69 - 69 69 - 69 Share premium 17 18,385 - 18,385 18,414 - 18,414 Reserves 17 123 399 522 265 640 905 Retained earnings 17 5,911 (286) 5,625 10,256 (505) 9,751 Total equity attributable to equity holders of the company 17 24,488 113 24,601 29,004 135 29,139 Minority interest - 93 93 - 104 104 Total equity 24,488 206 24,694 29,004 239 29,243 Total equity and liabilities 33,407 - 33,407 41,078 - 41,078 B. Reconciliation of profit For the year ended 31 December 2006 Effect of Previous transition to Note GAAP IFRS IFRSs US$'000 Revenue 6 26,834 - 26,834 Cost of revenues (9,086) (27) (9,113) Gross profit 17,748 (27) 17,721 Research and development expenses (4,098) (76) (4,174) Selling and marketing expenses (5,450) (97) (5,547) General and administrative expenses (4,189) (19) (4,208) Other income, net - 206 206 Operating profit 4,011 (13) 3,998 Financial income 9 1,248 - 1,248 Financial expenses 9 (285) - (285) Net finance costs 963 - 963 Other income net 206 (206) - Profit before income tax expense 5,180 (219) 4,961 Income tax expense 10 (824) - (824) Profit for the period 4,356 (219) 4,137 Attributable to: Equity holder of the company 17 4,345 (219) 4,126 Minority interest 17 11 - 11 Profit for the period 4,356 (219) 4,137 Basic earnings per share (in U.S. dollars) 18 0.2 (0.01) 0.19 Diluted earnings per share (in U.S. dollars) 18 0.19 (0.01) 0.18 (*) Restated - see Note 12(A) Notes to the reconciliation of equity C. Summary of significant differences between IFRS and Israeli GAAP 1. Employee benefits Under Israeli GAAP, the Group recorded liabilities for the severance pay on an undiscounted basis as if it was payable at the balance sheet date. Under IFRS, these liabilities are accounted as defined benefit plans (as more fully described in Note 20). Under Israeli GAAP, certain deposits related to severance pay in central funds to manage the Group's exposure in respect of certain employee liability were deducted from the liability. The income in respect of these assets was also deducted from the employee benefit expenses. Under IFRS, these assets do not qualify under the definition of plan assets in accordance with IAS 19. As a result, these assets presented as non-current financial assets. The effect on the balance sheet is to decrease liabilities for Employee benefits by US$113 thousand at 1st January 2006 and by US$135 thousand at 31st December 2006. The effect on the profit and loss for the year ended 31st December 2006 is to decrease cost of general and administrative expenses by US$22 thousand. 2. Share-based payment transactions Under Israeli GAAP, all share-based payments granted after 15 March 2005 that have not yet vested by the effective date of the Standard (1st January 2006) should be applied. Under IFRS, all share-based payments granted after 7th November 2002 that have not yet vested by the transition date of the company (1st January 2006) should be applied. The effect on the balance sheet is to increase equity for reserves by US$399 thousand at 1st January 2006, by US$640 thousand at 31st December, 2006. The effect on the profit and loss for the year ended 31st December, 2006 are to increase cost of sales, research and development expenses, selling and marketing expenses and general and administrative expenses by US$241 thousand. 3. Gains on sale of property, plant and equipment Gains on sale of property and equipment are classified under Israeli GAAP as other income outside the operating results. Under IFRS, such gains are classified as other gains within the operating results. Notes to the reconciliation of equity C. Summary of significant differences between IFRS and Israeli GAAP (cont'd) 4. Classifications in accordance with IFRS The following items have been reclassified: a. Warranty provisions have been separated from other payables and employee benefits. b. Income Tax payables have been separated from other payables. 5. Minority Interest Under Israeli GAAP, the share of minority shareholders in the net assets of subsidiary is presented as "Minority Interests" in the consolidated balance sheet. Also the minority interests are presented in the statement of operations. Under IFRS, the "Minority interests" is presented in the consolidated balance sheet under shareholders' equity, separately from the shareholders' equity of the parent company. 6. The effect of the above adjustments on retained earnings is as follow: 1 January 31st December 2006 2006 US$'000 US$'000 (Audited) (Audited) Employee benefits 113 135 Equity-settled share-based payment transactions (399) (640) Total adjustment to retained earnings (286) (505) D. Explanation of material adjustments to the cash flow statement Bank overdrafts of US$647 thousand at 31st December 2007 that are repayable on demand and form an integral part of the Group's cash management were classified as financing cash flows under previous GAAP and are reclassified as cash and cash equivalents under IFRSs. There are no other material differences between the cash flow statement presented under IFRSs and the cash flow statement presented under previous GAAP. This information is provided by RNS The company news service from the London Stock Exchange END FR FKQKBKBKKPNK
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