COMPANY AND BACKGROUND | 12 Months Ended |
Dec. 31, 2011 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
COMPANY AND BACKGROUND | ' |
Note 1 | COMPANY AND BACKGROUND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Overview |
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GBS Enterprises Incorporated, a Nevada corporation (the “Company,” “GBS,” “GBSX,” “we,” “us,” “our” or similar expressions), conducts its primary business through its 50.1% owned subsidiary, GROUP Business Software AG (“GROUP”), a German-based public-company whose stock trades on the Frankfurt Exchange under the stock symbol INW. GROUP’s software and consulting business is focused on serving IBM’s Lotus Notes and Domino market. Headquartered in Eisenach, Germany, the Company has offices throughout Europe and North America. The Company maintains a website at www.gbsx.us. GROUP maintains a website at www.gbs.com. The information contained in the Company’s and GROUP’s websites is not incorporated by reference herein. |
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The Company’s Common Stock is quoted on the OTC Bulletin Board under the ticker symbol “GBSX.” |
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To that end, in 2011, we acquired and developed technologies that help organizations reduce the time, cost, resources and risks associated with these highly complex migration and modernization projects. |
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Products & Services |
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GBS has grown by consolidating the fragmented Lotus Software market through the acquisition of companies with complementary product, technology or services offerings. GBS has continuously developed its software and service business to service and support GBS’s expanding Lotus customer base. |
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Messaging and Business Applications Software & Solutions |
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GBS Messaging and Business Application Software & Solutions product lines include software and advisory services for email and Instant Messaging (IM) Management, Security, Compliance, Archiving and Productivity, CRM Applications, Governance, Risk & Compliance (GRC) Management software, Workflow and Business Process Management software, ePDF Archiving & Document Management. |
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GBS develops, sells and installs business process and management software suites based on Lotus Notes / Domino and IBM Portal technology, mainly for major international companies and medium-sized customers. |
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Through GBS’s comprehensive messaging software product lines and associated services, Lotus Notes, Microsoft Exchange or SMTP-based-email customers, as well as Lotus Sametime, customers are able to provide their users with secure and centrally administered use of e-mail and IM while maintaining control over their compliance with current legal requirements and corporate guidelines. |
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Consulting Services |
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GBS develops, sells and orchestrates customer-specific Lotus Domino strategy and consulting services. |
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GBS Consulting Services’ global teams of consultants use modern project management techniques, proprietary methodologies and GBS accelerator technologies to complete client projects on time and with reduced risk. |
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As a Premier IBM Business Partner, GBS is one of the few partners that can sell and support licenses for all five IBM software brands: Lotus, WebSphere, Rational, Tivoli, and DB2. |
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GBS Lotus Application Modernization and Migration |
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GBS Lotus Application Modernization and Migration activities are focused on the IBM Lotus / Domino applications market and the offering spans from expert services and accelerator technologies to modernized, web enabled (also named “cloud” or “cloud computing”) and migrated Lotus applications; and thus ultimately take the Lotus applications from legacy to the future. The foundation of the Modernizing/Migrating Suite Software offering is GBS’s significant R&D investment in a set of methodologies and key technology accelerators to automate the conversion of traditional Notes based client-server applications, into the IBM XPages framework which enables Domino applications to be run and accessed via the Lotus client, a web browser or on a mobile device. |
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Revenue Model |
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GBS generates its revenue from the sale of internally created software, third-party developed software and the delivery of related services, including IT systems planning, administration, support, hosting, implementation and integration. |
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General Corporate History |
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GBS Enterprises Incorporated was incorporated in Nevada on March 20, 2007 as SWAV Enterprises Ltd. (“SWAV”). SWAV had a different management team and was in a different industry. |
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On April 26, 2010, SWAV purchased certain technology assets of Lotus Holdings Ltd. (“Lotus”) in consideration for an aggregate of 2,265,240 shares of SWAV common stock. Also on April 26, 2010, Lotus (on behalf of the SPPEF Members as discussed below) purchased an aggregate of 11,984,770 shares of SWAV common stock from certain SWAV stockholders for $370,000. As a result of these transactions, Lotus acquired a total of 14,250,010 shares of SWAV common stock which represented approximately 95.0% of the 15,000,000 outstanding shares of SWAV common stock on April 26, 2010. |
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On September 6, 2010, SWAV’s name was changed to GBS Enterprises Incorporated. On October 14, 2010, the Company’s trading symbol on the OTC Bulletin Board was changed from SWAV to GBSX. |
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About Lotus Holdings, Ltd. |
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Lotus is a holding company which was formed under the laws of Gibraltar for the purpose of financing merger and acquisition projects, specifically in the niche market of small or microcap companies listed on the Frankfurt Stock Exchange with complex shareholder structures and whose stock is trading below one Euro (€1.00) per share. |
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SPPEFs |
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Lotus typically finances its merger and acquisition projects through the use of Special Purpose Private Equity Funds (“SPPEFs”). Typically, SPPEFs are funded by a company’s major shareholders (the “Major Shareholders”) seeking to raise capital for projects and who fund at least 50% of the SPPEF, with the remaining portion being provided through the investment community and network of investors in Lotus. Each SPPEF is co-managed by a representative of the Major Shareholders (the “Representative Secretary”) and an attorney appointed by Lotus (the “Lotus Representative”). |
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On February 25, 2010, a group of shareholders (the “GROUP Major Shareholders”) of GROUP Software AG, a German public company trading on the Frankfurt Stock Exchange under the symbol “INW” (“GROUP”), engaged Lotus to provide financial consulting and advisory services, on a non-exclusive basis, for the primary task of establishing a SPPEF. On March 12, 2010, the GROUP Major Shareholders and Lotus established and funded a SPPEF with $1,400,000, consisting of $1,000,000 from the GROUP Major Shareholders and $400,000 from a Lotus investor (collectively, the “SPPEF Members”). |
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In early April 2010, the SPPEF Members decided to acquire SWAV. As disclosed above, on April 26, 2010, Lotus, on behalf of the SPPEF Members, acquired an aggregate of 11,984,770 shares of SWAV common stock from the selling shareholders of SWAV for an aggregate purchase price of $370,000. The 11,984,770 shares of SWAV common stock shares represented approximately 79.9% of the 15,000,000 outstanding shares of SWAV common stock on April 26, 2010. |
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Transactions following the April 26, 2010 Transaction |
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On November 1, 2010, the Company repurchased an aggregate of 3,043,985 of the 11,984,770 shares of the Company’s common stock originally purchased by Lotus on April 26, 2010. In consideration for these 3,043,985 shares, the Company issued to Lotus a Secured Demand Note, dated November 1, 2010 (the “First Demand Note”), for the principal amount of $300,000, bearing interest at the rate of 5% per annum. The First Demand Note was repaid in September 2011. |
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Effective December 30, 2010, pursuant to securities purchase agreements between the Company and six GROUP Major Shareholders, the Company purchased an aggregate of 7,115,500 shares of GROUP common stock from the six GROUP Major Shareholders in consideration for the 3,043,985 shares of GBS common stock (the “December 2010 Transaction”). As a result, the Company owned approximately 28.2% of the outstanding common stock of GROUP. |
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Reverse Merger |
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After the December 2010 Transaction was completed, the additional GROUP Major Shareholders decided to accept the share swap offer from the Company and to effectuate a reverse merger of GROUP and the Company. To effectuate the reverse merger, on January 5, 2011, the Company repurchased from Lotus an aggregate of 2,361,426 of the 11,984,770 shares of the Company’s common stock originally purchased by Lotus on April 26, 2010. In consideration for these 2,361,426 shares, the Company issued to Lotus a Secured Demand Note, dated January 5, 2011 (the “Second Demand Note”), for the principal amount of $200,000, bearing interest at the rate of 5% per annum. The Second Demand Note was repaid in November 2011. |
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Effective January 6, 2011, pursuant to securities purchase agreements between the Company and the remaining GROUP Major Shareholders, the Company purchased an aggregate of 5,525,735 shares of GROUP common stock from the remaining GROUP Major Shareholders in consideration for the 2,361,426 shares of GBS common stock (the “January 2011 Transaction”). These 5,525,735 GROUP shares represented approximately 21.9% of the outstanding shares of common stock of GROUP. As a result of the December 2010 Transaction and January 2011 Transaction, the Company had acquired an aggregate of 12,641,235 shares of GROUP common stock from the GROUP Major Shareholders in consideration for an aggregate of 5,405,411 shares of GBS common stock, resulting in GBS owning approximately 50.1% of the outstanding GROUP common stock and effectuating a reverse merger of the Company and GROUP whereby GROUP became the accounting acquirer. |
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Acquisition/Dissolution of Subsidiary Companies |
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Pavone AG |
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Effective April 1, 2011, the Company acquired 100% of the outstanding common stock of Pavone AG, a German corporation (“Pavone”), for $350,000 in cash and 1,000,000 shares of GBS common stock. The fair value of the GBS common stock was determined to be $4.90 per share, representing the market value at the end of trading on the date of the acquisition. The total value of the investment, including the assumption of $583,991 in debt, was $5,833,991. Pavone’s workflow software for Lotus Notes and Domino along with their customer base is well suited to GBS Enterprises portfolio strategy. |
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GroupWare, Inc. |
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Effetive June 1, 2011, the Company acquired 100% of the outstanding common stock of GroupWare, Inc., a Florida corporation (“GroupWare”), for $250,000 and 250,000 shares of GBS common stock. The fair value of the GBS common stock was determined to be $4.34 per share, representing the market value at the end of trading on the date of the acquisition. The total value of the investment, including the assumption of $694,617 in debt was $2,029,617. Upon the consummation of the acquisition, the management and board of GroupWare resigned and Joerg Ott, the Company’s Chief Executive Officer and sole director, was appointed as the Chief Executive Officer and sole director of GroupWare. GroupWare's ePDF server delivers centralized, network-wide PDF solutions for messaging, workflow, document, content and data management. |
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IDC Global, Inc. |
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On July 25, 2011, the Company acquired 100% of the outstanding common stock of IDC Global, Inc., a Delaware corporation (“IDC”), for 880,000 shares of GBS common stock and made a cash payment of $775,000. The fair value of the GBS common stock was determined to be $3.70 per share, representing the market value at the end of trading on the date of the agreement. The total value of the investment, including $35,000 of debt assumption, was $4,066,000. IDC was a privately held company that provides nationwide network and data center services. |
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SD Holdings, Ltd. |
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On September 27, 2011, the Company entered into an acquisition agreement with SD Holdings, Ltd. (“SYN”), a Mauritius corporation, and the shareholders of SYN owning 100% of issued and outstanding shares of SYN. SYN owns 100% of all issued and outstanding shares of Synaptris, Inc., a California corporation (“Synaptris”), and 100% of all issued and outstanding shares of Synaptris Decisions Private Limited, a company formed in India (“Synaptris India”). Pursuant to the acquisition agreement, the Company purchased one hundred percent (100%) of the issued and outstanding shares of SYN (“SYN Shares”) effective November 1, 2011 in consideration for $525,529 and agreed to issue 700,000 shares of common stock, subject to adjustment. Actual shares issued were 612,874. The fair value of the common stock was determined to be $2.05 per share, representing the market value at the end of trading on the date of the agreement. |
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In accordance with ASC Topic 805, presented below are the unaudited pro forma results of the aforementioned acquisitions and combined entities for the 2011 interim periods and the year-end restated results for December 31, 2010. To disclose the effect on our consolidated results of operations, acquisitions completed during the fiscal year ended December 31, 2011 are presented as if they had occurred at the beginning of the reporting period (i.e., as of January 1, 2011). |
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Unaudited Supplemental Pro Forma |
2011 Interim Results & Fiscal Year Ended December 31, 2010 Results |
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| | Pre-Combination | | Post Combination | | Annual | |
Subsidiary | | Date | | Revenue | | | Earnings | | | Date | | Revenue | | | Earnings | | | Date | | | Revenue | | | Earnings | |
| | Interim | | ($) | | | ($) | | | Interim | | ($) | | | ($) | | | 2010 | | | ($) | | | ($) | |
2011 | 2011 |
Pavone AG | | 1/1/2011 - | | | 1,041,409 | | | | 176,369 | | | 4/1/2011 - | | | 132,429 | | | | 18,477 | | | | 1/1/2010 - | | | | 3,445,246 | | | | (337,770 | ) |
3/31/11 | 12/31/11 | 12/31/10 |
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GroupWare, Inc. | | 1/1/2011 - | | | 201,333 | | | | (83,901 | ) | | 6/1/2011 - | | | - | | | | - | | | | 1/1/2010 - | | | | 861,853 | | | | 63,131 | |
5/31/11 | 12/31/11 | 12/31/10 |
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IDC Global, Inc. | | 1/1/2011 - | | | 3,030,934 | | | | 80,316 | | | 7/25/2011 - | | | 2,169,988 | | | | 455,188 | | | | 1/1/2010 - | | | | 5,025,883 | | | | 127,145 | |
7/24/11 | 12/31/11 | 12/31/10 |
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SD Holdings, Ltd. | | 1/1/2011 - | | | 1,394,096 | | | | (653,760 | ) | | 10/1/2011 - | | | 239,781 | | | | (38,617 | ) | | | 1/1/2010 - | | | | 2,500,457 | | | | (1,244,249 | ) |
9/30/11 | 12/31/11 | 12/31/10 |
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Unaudited Supplemental Pro Forma | | | | | | | | | | | | | | | | | | | | | | |
Combined Entity Figures | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year End 2011 & 2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Consolidated Figures | | | | | | | | | | | | | | | | | | | | | | |
| | Date * | | Revenue | | | Comprehensive | | | | | | | | | | | | | | | | | | | | | | | |
Income (Loss) | | | | | | | | | | | | | | | | | | | | | | |
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GBS Enterprises | | 1/1/2011 - | | | 28,273,092 | | | | -23,858,538 | | | | | | | | | | | | | | | | | | | | | | | |
12/31/11 | | | | | | | | | | | | | | | | | | | | | | |
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GBS Enterprises | | 1/1/2010 - | | | 27,467,211 | | | | -3,312,647 | | | | | | | | | | | | | | | | | | | | | | | |
12/31/10 | | | | | | | | | | | | | | | | | | | | | | |
*Restated for 2010 and 2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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In accordance with ASC Topic 805-30-50-2, presented below are the purchase price allocations for the acquistions made during the fiscal year: |
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| | IDC | | | Pavone | | | GroupWare | | | SD Holdings | | | | | | | | | | | | | | | | | |
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Purchase price paid | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Value GBS shares | | $ | 3,256,000 | | | $ | 4,900,000 | | | $ | 1,085,000 | | | $ | 1,256,392 | | | | | | | | | | | | | | | | | |
Cash | | $ | 775,000 | | | $ | 350,000 | | | $ | 250,000 | | | $ | 525,529 | | | | | | | | | | | | | | | | | |
Assumed debt / Other liabilities | | $ | -35,000 | | | $ | -583,991 | | | $ | -694,617 | | | $ | -853,116 | | | | | | | | | | | | | | | | | |
Total purchase consideration | | $ | 4,066,000 | | | $ | 5,833,991 | | | $ | 2,029,617 | | | $ | 2,635,037 | | | | | | | | | | | | | | | | | |
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Assets Acquired | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Working capital | | $ | 883,005 | | | | | | | $ | 721,506 | | | $ | 326,405 | | | | | | | | | | | | | | | | | |
Trademarks / Tradenames | | | | | | $ | 319,700 | | | $ | 95,900 | | | | | | | | | | | | | | | | | | | | | |
Customer relationships | | $ | 188,595 | | | $ | 557,900 | | | $ | 218,100 | | | | | | | | | | | | | | | | | | | | | |
Goodwill | | $ | 2,994,400 | | | $ | 4,956,391 | | | $ | 994,111 | | | $ | 2,308,632 | | | | | | | | | | | | | | | | | |
TOTAL Enterprise Value | | $ | 4,066,000 | | | $ | 5,833,991 | | | $ | 2,029,617 | | | $ | 2,635,037 | | | | | | | | | | | | | | | | | |
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