TIDMSMS
RNS Number : 3548B
Smart Metering Systems PLC
16 April 2012
16 April 2012
Smart Metering Systems plc
("SMS" or the "Company")
Final results
Smart Metering Systems plc (AIM: SMS.L), the integrated metering
services company that connects, owns, operates and maintains
current generation and new advanced metering assets and databases
is pleased to announce final results for the 12 months to 31
December 2011.
Financial Highlights
-- Successful admission to trading on AiM and GBP10m of gross proceeds raised in July 2011
-- Revenues increase by 29% to GBP16.0m (2010: GBP12.4m)
-- Recurring revenues increased by 51% to GBP6.6m (2010: GBP4.4m)
-- Gross profit increased by 61% to GBP8.9m (2010: GBP5.5m) with
gross margin increased to 55.5% (2010: 44.4%)
-- Adjusted EBITDA* increased by 96% to GBP5.7m (2010: GBP2.9m)
-- Increased lease finance facility made available by Clydesdale
Bank plc in October 2011, extending the available facility from
GBP12m to GBP19.5m
-- Available resources at year end GBP14.8m
-- EPS increased by 301% to 2.93p (2010:0.73p)
*excluding exceptional items
Operational Highlights
-- Gas connections
o 1,333 in 2011 (2010: 1,275)
-- Meter Asset Management
o Total meter portfolio increased by 19% to 254,000
o Increase of 77% in capital investment on meter assets to
GBP9.2m as a result of increasing run rate in meter installations
with existing gas supplier clients
o Increase in annualised recurring revenue of 29% to GBP7.6m
o Client base grew from 12 to 15 representing 80% of the
industrial and commercial market
-- Data Management
o ADM device received zone zero accreditation and preliminary EU
patent approval
o Successful ADM trials with three gas supplier clients
Alan Foy, Chief Executive Officer, commented:
"We had a very solid 2011 with strong results in all our
business segments. The Company was delighted to welcome new gas
supplier clients, increasing our base of major clients to 15
representing over 80% of the I&C meters market. In 2012 we will
continue to focus on accumulation of meter assets organically and
potentially through new contract wins. We are very pleased by
successful trials of our ADM device which has an addressable market
of an estimated 378,000 units. We will also seek out new domestic
and international markets for our products and services to widen
our footprint in the UK and establish an international presence. I
look forward to 2012 with optimism."
Enquiries:
Smart Metering Systems plc 0141 249 3850
Alan Foy, Chief Executive Officer
Glen Murray, Finance Director
Cenkos Securities 0131 220 6939 / 0207 397 8900
Ken Fleming
Jon Fitzpatrick
Kreab Gavin Anderson 020 7074 1800
Ken Cronin
Anthony Hughes
Notes to Editors
Established in 1995, Smart Metering Systems plc based in
Glasgow, connects, owns, operates and maintains metering systems
and databases on behalf of major energy companies.
Currently the Company is concentrating its efforts on offering
its unique integrated services to the UK industrial and commercial
gas market in which its customers have an 80% market share.
Longer term the Company has further applications for the water
and LPG markets where it has started trialling its new advanced
metering system, the ADM(TM), which will allow "smart" applications
such as remote reading and half hourly consumption data to be
offered.
The Company was admitted to the AiM market in July 2011, for
more information on SMS please visit the Company's website:
www.sms-plc.com
SMART METERING SYSTEMS PLC
CHAIRMAN'S STATEMENT
This is the first set of full year results since the Company's
admission to trading on AIM on 8 July 2011 raising GBP10m of gross
proceeds.
The proceeds of the float have strengthened our financial
resources enabling the Company to accelerate the organic growth of
the business mainly based on connecting, owning, operating and
maintaining gas meters and their associated databases on behalf of
gas suppliers.
I am pleased to report a solid set of results for the year ended
31 December 2011 and a positive outlook for 2012.
Financial highlights
The results for the year have been strong, with revenues
increasing by 29% to GBP16m, profit from operations before
exceptional items and finance costs increasing by 119% to GBP4.5m,
and profit from operations after exceptional items and finance
costs increasing from GBP0.9m to GBP3.3m.
In addition to the proceeds from the IPO and cash flow from
operations of GBP4.9m (2010: GBP3.6m), the Company also secured
additional bank borrowing to support further capital investment in
meters which amounted to GBP9.2m in the year compared to GBP5.2m in
2010. At the year end our available resources including cash and
borrowing facilities amounted to GBP14.8m.
I am also pleased to announce that all major KPIs across our
three business divisions were met and are detailed in the Chief
Executive's Review.
People
The move from a private to publicly listed company has involved
a number of changes for SMS. I was delighted to accept the
invitation to be Chairman in advance of the IPO. In addition, Nigel
Christie has also joined the Board as a Non-executive Director,
bringing with him a wealth of financial and senior management
experience. We will keep the composition of the Board, including
the possibility of appointing a further Non-executive Director,
under review during the current financial year.
A critical part of our operations is our people. We have an
exceptional team and I would like to take this opportunity to thank
them all for their efforts during the year. In the year of IPO, I
would also like to thank the advisors that worked hard alongside
the Company's executive team to make it happen, in what can best be
described as challenging markets.
Strategy
The business activities are focused on managing the installation
and registration of new meter assets onto our systems each year.
Full revenue from the installed meters is realised the following
year, installation and registration of new meter installations from
the same overhead annually leads to compounding of recurring
rentals and increasing of revenues and profits, as demonstrated in
our financial performance.
Annualised recurring rental is now GBP7.6M, group net debt is
GBP3.4m and we have GBP16M current available facility including
GBP5.2M cash from operations to invest in meter assets.
During 2012 the company expects to increase banking facilities
for the purpose of continuing to accumulate meter assets in the
domestic market and with the objective of establishing the ADM
smart metering solution as the market standard in the I&C
market leading to further accumulation of meters.
No major investment in operations infrastructure is currently
foreseen with systems operating at 5% capacity. The Company own all
Intellectual Property Rights to its developed and fully deployed IT
systems and new ADM smart metering solution focused on the I&C
metering market.
Dividend
At the time of our admission to AIM, we stated that we intended
to adopt a dividend policy that will take account of the Company's
profitability, underlying growth prospects and availability of cash
and distributable reserves, while maintaining an appropriate level
of dividend cover.
Subject to the Company's continuing financial performance, the
Directors intend to declare a maiden dividend as a public company
as an interim dividend for the financial year ending 31 December
2012, which we anticipate will be paid in November 2012.
Outlook
SMS has a robust business model, a strong management team and
leading smart meter technology which has been underlined by the
strong set of results announced in this annual report.
2011 was an important year for SMS with its flotation on the
London Stock Exchange. This milestone has allowed the Board to
support an ambitious strategy for growth in our core areas, in
developing new and exciting markets by product and geography and by
providing the financial strength and flexibility to take advantage
of new opportunities as they arise.
2012 has, to date, delivered on that strategy through the
ongoing accumulation of meter assets installed on request of the
Company's existing gas supply clients, and very positive conclusion
on the trialling of the Company's smart meter technology. This has
allowed the Company to further strengthen the quality of the
management team in key areas. I look forward to a successful year
ahead with a strong performance against challenging KPIs, a
dedicated and motivated team and, most important, a satisfied,
loyal and expanding client base.
Kevin Lyon
Chairman and Non-executive Director
SMART METERING SYSTEMS PLC
CHIEF EXECUTIVE'S REVIEW
I am pleased to report that SMS has made a strong start as a
listed company. These results are testament to the quality of our
clients, our people and our ability to deliver relevant and
valuable solutions to support our clients' businesses.
Our business
Our business operation is based on connecting, owning, operating
and maintaining metering systems and databases on behalf of major
energy companies.
Our core focus is on gas meters in the UK, where we aim to:
-- be the market leader in the independent ownership of industrial and commercial meters
-- establish ADM as the industry standard smart metering
solution for industrial and commercial (I&C) clients and
-- grow our domestic meters business organically and potentially through new contracts.
We will also seek out new domestic and international markets for
our products and services to widen our footprint in the UK and
establish an international presence.
Business performance
Gas Connections
Our Gas Connections business is a transactional support services
business which manages new gas connections and meter installations
for our clients. The business acts both as a steady and consistent
revenue stream in its own right and as an important feed into our
meter asset management business.
In 2011, we continued to support both contracted and
non-contracted energy clients by undertaking over 1,333
connections, a similar level to the year before.
Meter asset management
Our meter asset management business works across both the
domestic and I&C gas markets working on perpetuity, index
linked contracts. We own, operate and manage meter assets on behalf
of our clients, securing revenue through a rental of the meter
asset to gas suppliers.
In 2011, our total meter portfolio increased by 19% to
254,000.At 31 March 2012 the portfolio was 265,000. This was
achieved by an increase in capital investment in meter assets of
77% to GBP9.2m, delivering a recurring rental income increase of
51% to GBP6.6m. At 31 December the annual equivalent recurring
rental income was GBP7.6m.
Asset accumulation
In 2011 the Company was delighted to welcome new gas supplier
clients, increasing our base of major clients to 15 representing
over 80% of the I&C meters market.
In 2012 we will continue to focus on accumulation of meter
assets organically and potentially through new contract wins.
The Company seen a significant increase thus far in 2012 in our
domestic meter installation run rate secured from existing gas
supplier clients.
The ADM smart metering solution has been designed to the
exacting requirements as requested by the Company's existing client
base for the I&C market and, following trials, is now an
established proven solution.
The objective is to add a further recurring meter rental income
to the Company from the provision of data services generated by the
installation of the ADM device to I&C meters by gas supplier
customers. Addionally however, a new meter is intended to be
installed at the same time as an ADM device installation, thereby
further increasing the Companies meter asset portfolio in this
market segment.
Data management - ADM
SMS has developed a cost effective and reliable data collection
solution incorporating a smart meter device called ADM, principally
aimed at the I&C market. The device has been granted
preliminary European patent approval and safety certification for
operation in the most hazardous environments and has been trialled
by three major energy suppliers in the UK during the course of
2011.
A key advantage of ADM is that it does not require
pre-installation programming and is very much 'plug and play'.
Supported by a comprehensive IT solution, the ADM device will
provide an important source of new income and act as a feeder into
the meter asset management business, in a similar way to our gas
connections business.
Following extensive trials we can now provide clients with a
proven full service offering incorporating installation of gas
meters through to advanced metering services providing many
opportunities for the Company to build further value from its
existing client base.
The market for I & C meters which represents an estimated
1.6m clients has two distinct options with respect to advanced or
smart metering. Up to 2014 small I&C meter clients have the
opportunity to opt for an advanced metering solution such as the
ADM device or alternatively be included in the proposed domestic
roll out of smart meters. The Company believes that this market
segment is attractive for implementing the ADM solution and will
increase marketing efforts in this area throughout 2012.
Gas suppliers have already got a licence condition to install
advanced meters, such as the ADM device to large meters, combined
with large consumer group portfolios the Company estimate these
immediately addressable markets to be around 378,000 meters.
Further expansion to new areas
During 2011 we established that the ADM device was a suitable
technology for other market sectors such as water meter data
collection. We have had early success and are currently trialling
the ADM device in the I&C sector.
The addressable market is large and estimated at 1.6m units.
People
A significant part of our business proposition has always
focused on how we interact with our clients through attention to
detail and excellent customer service. These core values have
underpinned our business since its inception in 1995.
Our team
It is the dedication and professional work ethic of our team
that has provided the strongest of foundations for the successful
growth of our business and I wish to thank all those individuals
that have fostered our key relationships with clients over the
years.
Several of our clients are now celebrating ten years working
with SMS. The trust developed over such long periods has helped us
accumulate our meter portfolio to date. This strong growth is
anticipated to continue through 2012 and beyond. Throughout the
course of this review, I have highlighted areas where we will focus
our efforts and, as always, keeping true to our core values within
a dedicated and professional team will be important in the delivery
of targeted growth. We look forward to many more milestones
achieved throughout 2012.
Alan Foy
Chief Executive Officer
SMART METERING SYSTEMS PLC
FINANCE DIRECTOR'S REPORT
Results for the year
In 2011, the Group generated GBP16m in revenue, an increase of
29% over 2010, as the Company continued its growth of owned meters
and meters under management. Recurring revenue, in line with the
Company's strategy, increased from 35% of the total in 2010 to 41%
in 2011.
Administration expenses at GBP4.4m (excluding exceptional costs)
were up 27% compared to 2010, substantially due to investment in
staff numbers which have increased from 35 to 42 in line with the
growth of the Company and its listed status, and increased
depreciation due to the increased meter base held by the
Company.
Finance costs increased from GBP250k to GBP535k, in line with
the increased borrowings that have supported our investment in
meter assets.
Profit before tax increased from GBP857k to GBP3.3m and profit
after tax from GBP490k to GBP2.2m.
Cash and borrowings
As at 31 December 2011, the Company had cash balances of GBP7.3m
and unused facilities of GBP7.5m. In October 2011, SMS was pleased
to announce that Clydesdale Bank PLC had agreed to extend the
master lease facility, originally made available to SMS on 24
September 2010, by increasing the lease facility from GBP12m to
GBP19.5m. The increased amount of GBP7.5m will be available for
drawdown until 12 October 2012 and will be used to continue to
expand investment in meter assets.
Gearing was 32% compared to 493% in 2010.
Capital investment in meters was GBP9.2m compared to GBP5.2m in
2010.
Treasury policies
The Company uses interest rate swaps to manage interest rate
fluctuations on interest-bearing loans and borrowings which means
that the Company pays a fixed interest rate rather than being
subject to fluctuations in the variable rate.
Interest rate swaps covered an amount of GBP5.5m as at 31
December 2011 (2010: GBP3.8m) and an interest rate cap over an
amount of GBP5.5m as at 31 December 2011 (2010: GBP4m).
The interest rate swap results in a fixed interest rate of 2.99%
and the interest rate cap applies a floating rate with a cap of
2.99%. The termination date for both derivatives is 15 September
2015.
The Company completed a transaction for a further interest rate
cap in November 2011 with an effective date of January 2012
applying a floating rate with a cap of 2.25%. This will eventually
apply to future drawdowns up to GBP5m.
Glen Murray
Finance Director
SMART METERING SYSTEMS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
Notes 2011 2010
GBP'000 GBP'000
REVENUE 1 15,964 12,368
Cost of sales 2 (7,109) (6,876)
Gross profit 8,855 5,492
Administrative expenses 2 (5,050) (4,385)
PROFIT FROM OPERATIONS 2 3,805 1,107
--------------------------------------------------- ----- -------- --------
Attributable to:
Operating profit before exceptional items 4,482 2,042
Exceptional items and fair value adjustments 2 (677) (935)
--------------------------------------------------- ----- -------- --------
Finance costs 5 (535) (250)
Finance income 5 41 -
PROFIT BEFORE TAXATION 3,311 857
Taxation 6 (1,121) (367)
PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS 2,190 490
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME 2,190 490
The profit from operations arises from the Group's continuing
operations.
Earnings per share attributable to owners of the parent during
the year:
Notes 2011 2010
Basic earnings per share (pence) 7 2.93 0.73
Diluted earnings per share (pence) 7 2.90 0.73
SMART METERING SYSTEMS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011
Notes 1(ST) January
2011 2010 2010
GBP'000 GBP'000 GBP'000
ASSETS
Non-current
Intangible assets 9 1,885 1,731 1,863
Property, plant and equipment 10 21,327 12,951 8,303
Financial asset investments - - 20
23,212 14,682 10,186
Current Assets
Inventories 12 83 - -
Trade and other receivables 13 1,606 1,219 1,958
Financial asset investments 11 - 180 517
Cash and cash equivalents 14 7,317 1,835 592
Other current financial assets 18 18 99 -
9,024 3,333 3,067
TOTAL ASSETS 32,236 18,015 13,253
LIABILITIES
Current liabilities
Trade and other payables 15 6,379 6,090 5,644
Bank loans and overdrafts 16 1,328 1,003 49
Commitments under hire purchase
agreements 17 3 7 510
Other current financial liabilities 18 339 171 -
8,049 7,271 6,203
Non-current liabilities
Bank loans 16 9,845 8,253 427
Obligations under hire purchase
agreements 17 13 - 3,973
Deferred tax liabilities 20 1,873 964 559
Other payables - - 554
11,731 9,217 5,513
TOTAL LIABILITIES 19,780 16,488 11,716
NET ASSETS 12,456 1,527 1,537
EQUITY
Share capital 22 833 - -
Share premium 22 8,653 - -
Other reserve 24 1 1 1
Retained earnings 2,969 1,526 1,536
TOTAL EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE PARENT COMPANY 12,456 1,527 1,537
SMART METERING SYSTEMS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Attributable to Share Share Premium Other Retained
the owners of the capital GBP'000 reserve earnings Total
parent Company: GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2010 - - 1 1,536 1,537
Profit for the year - - - 490 490
Transactions with
owners in their
capacity as owners:
Dividends ( Note
8) - - - (500) (500)
_________
As at 31 December
2010 - - 1 1,526 1,527
Profit for the year - - - 2,190 2,190
Transactions with
owners in their
capacity as owners:
Shares issued (Note
22) 666 - - (666) -
Shares issued (Note
22) 167 9,833 - - 10,000
Share issue costs - (1,180) - - (1,180)
Dividends ( Note
8) - - - (180) (180)
Share options - - - 99 99
________
As at 31 December
2011 833 8,653 1 2,969 12,456
SMART METERING SYSTEMS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 2010
GBP'000 GBP'000
CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation 3,311 857
Finance costs 535 250
Finance income (41) -
Fair value movement on derivatives 249 71
Depreciation 956 598
Amortisation 234 249
Share based payment expense 99 -
Investment revaluation - 337
Increase in inventories (83) -
(Increase)/Decrease in trade and
other receivables (438) 775
Decrease in trade and other payables 128 448
Loss on disposal of investment - 5
CASH GENERATED FROM OPERATIONS 4,950 3,590
Taxation - 1
NET CASH GENERATED FROM OPERATIONS 4,950 3,591
INVESTING ACTIVITIES
Payments to acquire property, plant
and equipment (9,332) (5,246)
Disposal of fixed assets investment 180 15
Payments to acquire intangible assets (388) (118)
Finance income 41 -
NET CASH USED IN INVESTING ACTIVITIES (9,499) (5,349)
FINANCING ACTIVITIES
Net proceeds of new borrowings less
capital repaid 1,937 4,304
Net outflow from other long term
creditors - (554)
Finance costs (535) (250)
Net proceeds from share issue 8,820 -
Dividend paid (180) (500)
NET CASH GENERATED FROM FINANCING
ACTIVITIES 10,042 3,000
Net increase in cash and cash equivalents 5,493 1,242
Cash and cash equivalents at the
beginning of the financial year 1,824 582
Cash and cash equivalents at the
end of the financial year (Note
13) 7,317 1,824
SMART METERING SYSTEMS PLC
ACCOUNTING POLICIES
The Company is incorporated and domiciled in the UK. The Group's
activities consist of the rental and management of gas meters and
that of laying infrastructure pipes for industrial and commercial
premises and the provision of specialist technical advice on the
use and management of energy for industrial and commercial
users.
Basis of Preparation
The consolidated financial statements have been prepared on a
historical cost basis, except for derivative financial instruments
which are measured at fair value in line with applicable accounting
standards. The consolidated financial statements are presented in
British pounds sterling (GBP) and all values are rounded to the
nearest thousand (GBP'000) except where otherwise indicated.
Going Concern
Based on the current projections and facilities in place the
Directors consider it appropriate to continue to prepare the
financial statements on a going concern basis.
Statement of Compliance
For all periods up to and including the year ended 31 December
2010, the Group prepared financial statements in accordance with
generally accepted accounting practice in the United Kingdom ((UK
GAAP). These financial statements for the year ended 31 December
2011 are the first the Group has prepared under International
Financial Reporting Standards (IFRS) as adopted by the European
Union. An explanation of the principal adjustments made by the
Group in restating its UK GAAP statement of financial position as
at 1 January 2010 and its previously published UK GAAP financial
statements for the year ended 31 December 2010 is provided in note
28.
Basis of Consolidation
The consolidated financial statements incorporate the
consolidated financial statements of the Company and all Group
undertakings being UK Gas Connection Limited, UK Meter Assets
Limited and UK Data Management Limited. These are adjusted, where
appropriate, to conform to Group accounting policies and are
prepared to the same accounting reference date. The Company was
incorporated on 27 October 2009. The Group was formed on 24
December 2009 through the acquisition of the entire share capital
of UK Gas Connection Limited and UK Meter Assets Limited (the only
subsidiaries in existence at that time).
Whilst the Group was newly formed, the ultimate ownership of all
companies remained unchanged and, as such, the financial statements
have been prepared based on a reconstruction under common control,
reflecting the Group results for the current and prior years as
though the Group structure has always existed.
Use of Estimates
The preparation of the financial statements requires the use of
estimates and assumptions. Although these estimates are based on
management's best knowledge, actual results ultimately may differ
from these estimates.
The key sources of estimation uncertainty that have a
significant risk of causing material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are the estimation of share based payment costs. The estimation of
share based payment costs requires the selection of an appropriate
valuation model, consideration as to the inputs necessary for the
valuation model chosen and the estimation of the number of awards
that will ultimately vest, inputs for which arise from judgements
relating to the probability of meeting non-market performance
conditions and the continuing participation of employees.
Revenue Recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts and VAT.
Revenue is recognised when the significant rewards and risk of
ownership have been passed to the buyer. The risk and rewards of
ownership transfer when the Company fulfils its contractual
obligations to customers by supplying goods and services, or when
they have the right to receive the income. Where revenue is
recognised due to the right to receive the income and the Company
has not invoiced for the goods or service, an accrual is
incorporated for the estimate of providing such.
Rental income is accounted for on a straight line basis over the
term.
Segment Reporting
An operating segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments.
Operating segments are reported in a manner consistent with the
reports made to the chief operating decision maker which are
consistent with the reported results.
The Company considers that the role of chief operating decision
maker is performed by the Board of Directors.
Financial Assets
Initial recognition and measurement
Financial assets within the scope of IAS 39 are classified as
financial assets at fair value through profit or loss, loans and
receivables, held-to-maturity investments, available-for-sale
financial assets, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. The Group
determines the classification of its financial assets at initial
recognition.
Purchases or sales of financial assets that require delivery of
assets within a time frame established by regulation or convention
in the marketplace (regular way trades) are recognised on the trade
date, i.e., the date that the Group commits to purchase or sell the
asset.
The Group's financial assets include cash and short-term
deposits, trade and other receivables, loans and other receivables,
quoted and unquoted financial instruments, and derivative financial
instruments.
Financial Liabilities
Initial recognition and measurement
Financial liabilities within the scope of IAS 39 are classified
as financial liabilities at fair value through profit or loss,
loans and borrowings, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. The Group
determines the classification of its financial liabilities at
initial recognition. All financial liabilities are recognised
initially at fair value and in the case of loans and borrowings,
net of directly attributable transaction costs.
The Group's financial liabilities include trade and other
payables, bank overdraft, loans and borrowings, financial guarantee
contracts and derivative financial instruments.
Derecognition
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the
same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in the
income statement.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the
net amount reported in the consolidated statement of financial
position if, and only if, there is a currently enforceable legal
right to offset the recognised amounts and there is an intention to
settle on a net basis, or to realise the assets and settle the
liabilities simultaneously.
Initial recognition and subsequent measurement
The Group uses derivative financial instruments such as interest
rate swaps to hedge its interest rate risk. Such derivative
financial instruments are initially recognised at fair value on the
date on which a derivative contract is entered into and are
subsequently remeasured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as financial
liabilities when the fair value is negative. The Group has not
designated any derivatives for hedge accounting.
Current versus non-current classification
Derivative instruments that are not designated as effective
hedging instruments are classified as current or non-current or
separated into a current and non-current portion based on an
assessment of the facts and circumstances (i.e., the underlying
contracted cash flows).
- Where the Group will hold a derivative as an economic hedge
(and does not apply hedge accounting) for a period beyond 12 months
after the reporting date, the derivative is classified as
non-current (or separated into current and non-current portions)
consistent with the classification of the underlying item.
- Derivative instruments that are designated as, and are
effective hedging instruments, are classified consistent with the
classification of the underlying hedged item. The derivative
instrument is separated into a current portion and non-current
portion only if a reliable allocation can be made.
Exceptional Items
The Group presents as exceptional items on the face of the
income statement those material items of income and expense which,
because of the nature or expected infrequency of the events giving
rise to them, merit separate presentation to allow shareholders to
understand better the elements of financial performance in that
year, so as to facilitate comparison with prior periods and to
assess better trends in financial performance.
Research and Development
Expenditure on pure and applied research activities is
recognised in the income statement as an expense as incurred.
Expenditure on product development activities is capitalised if
the product or process is technically and commercially feasible and
the Group intends and has the technical ability and sufficient
resources to complete development, future economic benefits are
probable and if the Group can measure reliably the expenditure
attributable to the intangible asset during its development. The
expenditure capitalised includes the cost of materials, direct
labour and an appropriate proportion of overheads.
Capitalised development expenditure is stated at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation is calculated so as to write off the cost of an
asset, less its estimated residual value, over the useful economic
life of that asset as follows:
Amortisation 13% on cost straight line
Intangible Assets
Intangible assets acquired separately from third parties are
recognised as assets and measured at cost.
Following initial recognition, intangible assets are measured at
cost at the date of acquisition less any amortisation and any
impairment losses. Amortisation costs are included within the net
operating expenses disclosed in the statement of comprehensive
income.
Intangible assets are amortised over their useful lives as
follows:
Software 8 years straight line
Useful lives are also examined on an annual basis and
adjustments, where applicable, are made on a prospective basis. The
Company does not have any intangible assets with indefinite
lives.
Property, Plant and Equipment
Property plant and equipment is stated at cost, net of
accumulated depreciation and/or accumulated impairment losses, if
any. Such cost includes the cost of replacing part of the plant and
equipment and borrowing costs for long term construction projects
if the recognition criteria are met. When significant parts of
property, plant and equipment are required to be replaced in
intervals, the Group recognises such parts as individual assets
with specific useful lives and depreciation, respectively.
All other repair and maintenance costs are recognised in the
income statement as incurred.
Depreciation is calculated on a straight-line basis over the
estimated useful life of the asset as follows:
- Short leasehold property 20% on cost
- Plant and machinery 5% on cost
- Fixtures and fittings 15% on cost
- Equipment 33% on cost
Land is not depreciated.
An item of property, plant and equipment and any significant
part initially recognised is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any
gain or loss arising on derecognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement when the
asset is derecognised. The assets' residual values, useful lives
and methods of depreciation are reviewed at each financial year
end, and adjusted prospectively, if appropriate.
All fixed assets are initially recorded at cost.
Impairment of Assets
Property, plant and equipment and intangible assets are reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs to sell and value in
use. For purposes of assessing impairment assets that do not
individually generate cash flows are assessed as part of the cash
generating unit
to which they belong. Cash generating units are the lowest
levels for which there are cash flows that are largely independent
of the cash flows from other assets or Groups of assets.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Costs comprise direct materials. Net realisable value
represents the estimated selling price for inventories less all
estimated costs of completion and costs to be incurred in
marketing, selling and distribution.
Cash and Cash Equivalents
Cash and cash equivalents in the balance sheet comprise cash at
bank and in hand and short-term deposits with an original maturity
of three months or less. For the purpose of the consolidated
statement of cash flows, cash and cash equivalents consist of cash
and short term deposits as defined above, net of outstanding bank
overdrafts.
Hire Purchase Agreements
Assets held under hire purchase agreements are capitalised and
disclosed under tangible fixed assets at their fair value. The
capital element of the future payments is treated as a liability
and the notional interest is charged to the statement of
comprehensive income in proportion to the remaining balance
outstanding.
Leased Assets and Obligations
Finance leases, which transfer to the Group substantially all
the risks and benefits incidental to ownership of the leased item,
are capitalised at the commencement of the lease at the fair value
of the leased property or, if lower, at the present value of the
minimum lease payments. Lease payments are apportioned between
finance charges and reduction of the lease liability so as to
achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are recognised in the income statement.
Leased assets are depreciated over the useful life of the asset.
However, if there is no reasonable certainty that the Group will
obtain ownership by the end of the lease term, the asset is
depreciated over the shorter of the estimated useful life of the
asset and the lease term. Operating lease payments are recognised
as an expense in the income statement on a straight line basis over
the lease term.
All other leases are operating leases and the annual rentals are
charged to the statement of comprehensive income on a straight line
basis over the lease term.
Pension Costs
The Group operates a defined contribution pension scheme for
employees. The assets of the scheme are held separately from those
of the Group. The annual contributions payable are charged to the
statement of comprehensive income.
Share-based payments
The costs of equity settled share based payments are charged to
the income statement over the vesting period. The charge is based
on the fair value of the equity instrument granted and the number
of equity instruments that are expected to vest.
Taxation
Tax currently payable is based on the taxable profit for the
year. Taxable profit differs from accounting profit as reported in
the statement of comprehensive income because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
Group's liability for current tax is measured using tax rates that
have been enacted or substantively enacted by the reporting
date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amount of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible
temporary differences can be utilised. The deferred tax balance is
calculated based on tax rates that have been enacted or
substantively enacted by the reporting date.
Adoption of the International Accounting Standards
Standards affecting presentation and disclosure
In the current year, the following new and revised Standards
have been adopted but have not had any material impact on the
amounts reported in these financial statements:
IFRS 1 (amended 2010) Additional exemptions for first time adopters
IFRS 3 (amended 2010) Business combinations
IFRS 7(amended 2010) Financial instruments: disclosures
IAS 1 (amended 2010) Presentation of financial statements
IAS 21 (amended 2010) The effects of foreign exchange rates
IAS 24 (revised 2009) Related party disclosures
IAS 27 Consolidated and separate financial statements
IAS 34 (amended 2010) Interim financial reporting
IFRIC 19 Extinguishing financial liabilities with equity
instruments
At the date of authorisation of the financial statements, the
following Standards and Interpretations which have not been applied
in the financial statements were in issue but not yet effective
(and in some cases had not yet been adopted by the EU):
IFRS 1 (amended 2010) First time adoption of IFRS: Hyperinflation
IFRS 7 (amended 2010) Financial instruments disclosures: transfers of financial assets
IFRS 7 (amended 2011) Financial instruments disclosures:
offsetting financial assets and financial liabilities
IFRS 9 Financial instruments
IFRS 10 Consolidated financial statements
IFRS 11 Joint arrangements
IFRS 12 Disclosure of interests in other entities
IFRS 13 Fair value measurement
IAS 1 (amended 2011) Presentation of other comprehensive income
IAS 12 (amended 2010) Income taxes: deferred tax
IAS 19 (amended 2011) Employee benefits
IAS 27 (amended 2011) Separate financial statements
IAS 28 (amended 2011) Investments in associates and joint ventures
IAS 32 (amended 2011) Financial instruments presentation:
offsetting financial assets and financial liablilities
The Directors do not expect that the adoption of these Standards
or Interpretations in future periods will have a material impact on
the financial statements of the Group.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
1 SEGMENTAL REPORTING
For management purposes, the Group is organised into two core
divisions, management of assets and installation of meters, which
form the basis of the Group's reportable operating segments.
Operating segments within those divisions are combined on the basis
of their similar long term economic characteristics and similar
nature of their products and services, as follows;
The management of assets comprises regulated management of gas
meters within the UK.
The installation of meters comprises installation of domestic
and industrial and commercial gas meters throughout the UK.
Management monitors the operating results of its divisions
separately for the purpose of making decisions about resource
allocation and performance assessment. The operating segments
disclosed in the financial statements are the same as reported to
the Board. Segment performance is evaluated based on gross profit
or loss excluding operating costs not reported by segment,
depreciation, amortisation of intangible assets and exceptional
items.
The following tables present information regarding the Group's
reportable segments for the years ended 31 December 2011 and 31
December 2010.
31 December 2011 Total
Asset management Asset installation Unallocated operations
GBP'000 GBP'000 GBP'000 GBP'000
Segment/Group revenue 6,614 9,350 - 15,964
Operating costs (1,973) (5,136) - (7,109)
Segment profit -
Group gross profit 4,641 4,214 - 8,855
Items not reported
by segment:
Other operating
costs - - (3,182) (3,182)
Depreciation (918) - (38) (956)
Amortisation (235) - - (235)
Exceptional items - - (677) (677)
Group operating
profit after amortisation
and exceptional
items 3,488 4,214 (3,897) 3,805
Net finance costs - - (494) (494)
Profit before tax 3,488 4,214 (4,391) 3,311
Tax expense (1,121)
Profit for year 2,190
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
1 SEGMENTAL REPORTING (continued)
Total
31 December 2010 Asset management Asset installation Unallocated operations
GBP'000 GBP'000 GBP'000 GBP'000
Segment/Group revenue 4,372 7,996 - 12,368
Cost of sales (1,850) (5,026) - (6,876)
Segment profit -
Group gross profit 2,522 2,970 - 5,492
Items not reported
by segment:
Other operating
costs (2,603) (2,603)
Depreciation (551) (47) (598)
Amortisation (235) (14) (249)
Exceptional items (864) (864)
Group operating
profit after amortisation
and exceptional
items 1,736 2,956 (3,514) 1,178
Net finance costs - - (321) (321)
Profit before tax 1,736 2,956 (3,835) 857
Tax expense (367)
Profit for year 490
All revenues and operations are based and generated in the
UK.
The Group has one major customer that generated turnover within
each segment as listed below:
2011 2010
GBP'000 GBP'000
Customer 1 - Asset Management 4,380 3,071
Customer 1 - Asset Installation 2,860 1,987
7,240 5,058
The majority of assets and liabilities are managed at subsidiary
and Group level and are not integral to the operations of any of
the Group's segments.
No segmentation is presented for the majority of Group assets
and liabilities as these are managed centrally, independently of
operating segments.
Those assets and liabilities that are managed and reported on a
segmental basis are detailed below.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
1 SEGMENTAL REPORTING (continued)
Segment assets and liabilities
Total
31 December 2011 Asset management Asset installation operations
GBP'000 GBP'000 GBP'000
Assets reported by segment
Intangible assets 1,885 - 1,885
Plant and machinery 21,125 - 21,125
Inventories 83 - 83
23,093
Assets not reported by segment 9,143
Total assets 32,236
Liabilities reported by
segment
Obligations under hire purchase
agreements 16 - 16
16
Liabilities not reported
by segment 19,764
Total liabilities 19,780
Total
31 December 2010 Asset management Asset installation operations
GBP'000 GBP'000 GBP'000
Assets reported by segment
Intangible assets 1,731 - 1,731
Plant and machinery 12,875 - 12,875
Inventories - - -
14,606
Assets not reported by segment 3,409
Total assets 18,015
Liabilities reported by
segment
Obligations under hire purchase
agreements 7 - 7
7
Liabilities not reported
by segment 16,481
Total liabilities 16,488
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
2 INCOME STATEMENT BY NATURE AND ITEMS OF EXPENDITURE INCLUDED
IN THE CONSOLIDATED INCOME STATEMENT
Note 2011 2010
GBP'000 GBP'000
Revenue 15,964 12,368
Direct rental costs (1,973) (1,655)
Direct subcontractor costs (4,437) (3,684)
Other direct sales costs and
systems rental (699) (1,538)
Staff costs (1,965) (1,676)
Depreciation
* Owned assets (948) (576)
(8) (23)
* Leased assets
Amortisation (234) (249)
Auditors remuneration - as
auditors (59) (33)
Exceptional costs (677) (935)
Operating lease costs
* Plant and equipment (25) (5)
Loss on disposal of fixed assets - (5)
Other operating charges (1,134) (882)
Operating profit 3,805 1,107
Finance costs (535) (250)
Finance income 41 -
Profit before taxation 3,311 857
Included in exceptional administrative expenses are: i)
GBP329,000 (2010: GBPnil) that relates to costs incurred during the
listing process, ii) GBP249,000 (2010: GBP71,000) relates to the
interest rate hedge fair value adjustment, iii) GBPnil (2010:
GBP527,000) of costs associated with new debt facilities, iv)
GBPnil (2010: GBP337,000) of a write down on current asset
investments, and v) GBP99,000 (2010: GBPnil) that relates to share
based payments.
Auditor's remuneration amounts in total to GBP247,000 (2010:
GBP47,000).
2011 2010
GBP'000 GBP'000
This can be analysed as:
Statutory audit (Baker Tilly
UK Audit LLP) 59 33
Reporting accountant services
(Baker Tilly Corporate Finance
LLP) 167 -
Taxation services (Baker Tilly
Tax and Accounting Limited) 15 11
Non-statutory audit services
(Baker Tilly UK Audit LLP) 6 3
___ ___
247 47
___ ___
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
3 PARTICULARS OF EMPLOYEES
The average number of staff employed by the Group, including
Executive Directors' during the financial year was:
2011 2010
No No
Number of administrative staff 5 4
Number of operational staff 34 28
Number of Directors 3 3
42 35
The aggregate payroll costs, including Executive Directors, of
the above were:
2011 2010
GBP'000 GBP'000
Wages and salaries 1,711 1,468
Social security costs 195 172
Staff pension costs 40 23
Director pension costs 19 13
1,965 1,676
.
4 DIRECTORS' EMOLUMENTS 2011 2010
GBP'000 GBP'000
The Directors' aggregate remuneration
in respect of qualifying services
were:
Emoluments receivable 586 614
Fees 333 -
Value of Group pension contributions
to money purchase schemes 3 6
Other pension 16 7
938 627
Emoluments of highest paid Director 2011 2010
GBP'000 GBP'000
Total emoluments 310 317
Pension contributions 10 4
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
The number of Directors who accrued benefits under Company
pension schemes was as follows:
2011 2010
No No
Money purchase schemes 2 1
5 FINANCE COSTS AND FINANCE INCOME 2011 2010
GBP'000 GBP'000
Finance costs
Bank loans and overdrafts 533 235
Finance leases 2 15
Total finance costs 535 250
Finance income
Bank interest receivable 41 -
6 TAXATION 2011 2010
GBP'000 GBP'000
Analysis of charge in the year
Current tax:
Current income tax expense 212 -
Over provision in prior year - (38)
Total current income tax 212 (38)
Deferred tax:
Origination and reversal of temporary
differences 909 405
Tax on profit on ordinary activities 1,121 367
The charge for the period can be reconciled to the
loss per the consolidated statement of comprehensive
income as follows:
Profit before tax 3,311 857
Tax at the UK corporation tax rate
of 26.5% (2010: 28%) 877 240
Expenses not deductible for tax
purposes 228 170
Adjustments to tax charge in respect
of previous periods 51 10
Change in tax rate (35) (36)
R & D enhanced deductions - (17)
Tax expense in the income statement 1,121 367
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
7 EARNINGS PER SHARE
The calculation of EPS is based on the following data
and number of shares:
2011 2010
GBP'000 GBP'000s
Profit for the year used for calculation
of basic EPS 2,190 490
Amortisation of intangible assets 235 235
Exceptional costs 677 864
Tax effect of adjustments (92) (242)
_____ _____
Earnings for the purpose of adjusted
EPS 3,010 1,347
Number of shares 2011 2010
Weighted average number of ordinary
shares for the purposes of basic EPS 74,709,610 66,673,080
Effect of potentially dilutive ordinary
shares:
* Share options 728,577 -
_________ _________
Weighted average number of ordinary
shares for the purposes of diluted
EPS 75,438,187 66,673,080
Earnings per share
* basic (pence) 2.93 0.73
* diluted (pence) 2.90 0.73
Adjusted earnings per share
* basic (pence) 4.03 2.02
* diluted (pence) 3.99 2.02
The Directors consider that the adjusted earnings per share
calculation gives a better understanding of the Group's earnings
per share
8 DIVIDENDS 2011 2010
GBP'000 GBP'000
Equity dividends
Paid during the year:
Dividends on equity shares GBP600
(2010 : GBP1,166.67) 180 350
Approved and unpaid:
Dividends on equity shares GBPnil
(2010 : GBP500) - 150
Total dividends 180 500
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
9 INTANGIBLE ASSETS Research and Software Total
development GBP'000 GBP'000
GBP'000
Cost
As at 1 January 2010 53 1,810 1,863
Additions 118 - 118
As at 31 December 2010 171 1,810 1,981
Additions 388 - 388
As at 31 December 2011 559 1,810 2,369
Amortisation
As at 1 January 2010 - - -
Charge for year 14 236 250
As at 31 December 2010 14 236 250
Charge for year - 234 234
As at 31 December 2011 14 470 484
Net book value
At 31 December 2011 545 1,340 1,885
At 31 December 2010 157 1,574 1,731
At 31 1 January 2010 53 1,810 1,863
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
10 PROPERTY PLANT & EQUIPMENT
Short leasehold Plant and Fixtures
property machinery and fittings Equipment Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
As at 1 January 2010 18 8,663 8 105 8,794
Additions 13 5,189 16 28 5,246
As at 31 December 2010 31 13,852 24 133 14,040
Additions - 9,168 1 163 9,332
As at 31 December 2011 31 23,020 25 296 23,372
Depreciation
As at 1 January 2010 7 425 - 59 491
Charge for year 5 552 4 37 598
As at 31 December 2010 12 977 4 96 1,089
Charge for year 6 918 5 27 956
As at 31 December 2011 18 1,895 9 123 2,045
Net book value
At 31 December 2011 13 21,125 16 173 21,327
At 31 December 2010 19 12,875 20 37 12,951
At 1 January 2010 11 8,238 8 46 8,303
Hire purchase agreements
Included within the net book value of GBP21,327,000 (2010:
GBP12,951,000, 2009: GBP8,703,000) is GBP145,418 (2010: GBPNil,
2009: GBP4,711,000) relating to assets held under hire purchase
agreements. The depreciation charged to the consolidated financial
statements in the year in respect of such assets amounted to
GBP7,654 (2010: GBP23,000, 2009: GBP248,000).
The assets are secured by a bond and floating charge (note
15).
11 FINANCIAL ASSET INVESTMENTS 2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Current
Investments - 180 517
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
SUBSIDIARY UNDERTAKINGS Country Holding Proportion Nature
of incorporation of shares of business
held
All held by the Company:
UK Gas Connection Limited Scotland Ordinary Shares 100% Gas Utility
(formerly Eco Project Management management
Limited)
UK Meter Assets Limited (formerly Scotland Ordinary Shares 100% Gas Utility
The UK Meter Exchange Limited) management
UK Data Management Limited Scotland Ordinary Shares 100% Data management
12 INVENTORIES 2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Inventories 83 - -
13 TRADE AND OTHER RECEIVABLES 2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Trade receivables 480 330 838
Other receivables 1,052 823 690
Corporation tax repayable - 51 15
VAT recoverable 74 - 415
Other receivables - 15 -
1,606 1,219 1,958
The debtors above include the following amounts falling due
after more than one year:
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Other receivables 34 31 30
The Directors consider that the carrying amount of trade and
other receivables approximates to their fair value.
The Group's credit risk is primarily attributable to trade
receivables. The amounts presented in the statement of financial
position are net of allowances for doubtful receivables. There was
no allowance for doubtful receivables in the year (2010: GBPNil,
2009: GBPNil). The ageing profile of trade receivables is shown
below.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Current 435 113 323
31-60 days 20 124 270
60-90 days 15 26 57
over 90 days 10 67 188
480 330 838
Allowance for doubtful - - -
receivables
480 330 838
Trade receivables are non-interest bearing and are generally on
30-90 days terms.
Trade receivables due from related parties at 31 December 2011
amounted to GBP34,000 (2010: GBP31,000, 2009: GBP30,000).
Receivables are all in sterling denominations.
The Directors are of the opinion that none of the overdue debts
as at 31 December 2011 (2010: GBPNil, 2009: GBPNil) require
impairment.
14 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash held by the Group. The
carrying amount of the asset approximates the fair value. All
balances are held in sterling.
During each period, there were no amounts of cash placed on
short term deposit.
For the purposes of the cash flow statement, cash and cash
equivalents comprise:
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Cash 7,317 1,835 592
Bank overdraft - (11) (10)
7,317 1,824 582
15 TRADE AND OTHER PAYABLES 2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Current:
Trade payables 2,035 1,568 1,394
Other payables 10 274 72
Other taxes 143 245 59
Corporation Tax 161 - -
Accruals and deferred
income 4,030 4,003 4,119
6,379 6,090 5,644
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
The maturity profile of trade payables is given below:
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Current 1,530 1,113 673
31-60 days 281 122 584
60-90 days 39 198 72
over 90 days 185 135 65
2,035 1,568 1,394
Trade payables are non-interest bearing and are normally settled
on 30-45 day terms.
All trade liabilities are sterling denominated.
2011 2010 1(st) Jan
16 Bank loans and overdrafts GBP'000 GBP'000 2010
GBP'000
Current
Bank loans 1,328 992 39
Bank overdrafts - 11 10
1,328 1,003 49
Non-current
Bank loans 9,845 8,253 427
Bank overdraft - - -
Non-current 9,845 8,253 427
Bank loans at 31 December 2011 relate to a term loan facility of
GBP0.5 million and a master lease facility of GBP19.5 million. The
master lease facility was increased from GBP12 million to GBP19.5
million in October 2011.
The term loan is for a term of 5 years and is payable in equal
quarterly instalments of GBP25,000. The term loan attracts interest
at a rate of 3.5% over the 3 month LIBOR.
The master lease facility has a term of 10 years following
drawdown period (September 2011) and is repayable in monthly
instalments. This facility attracts interest at a rate of 3.1% over
3 month LIBOR for the original facility and 3.25% over 3 month
LIBOR for the increase of GBP7.5 million. The Bank retains
ownership of all assets acquired using this facility until full
repayment. .
The Bank have a bond and floating charge over current and future
property and assets.
The Group have fixed the bank interest payable through an
interest rate swap and cap (see note 18).
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
17 COMMITMENTS UNDER HIRE PURCHASE 2011 2010 1(st) Jan
AGREEMENTS GBP'000 GBP'000 2010
GBP'000
Future minimal commitments under
hire purchase agreements are
as follows:
Current
Amounts payable within 1 year 3 7 510
Non current
Amounts payable between 2 to
5 years 13 - 3,973
Amounts payable after more than - - -
5 years
13 - 3,973
The Group has hire purchase contracts for various items of
computer equipment. These leases have terms of renewal but no
purchase options and escalation clauses. Renewals are at the option
of the specific entity that holds the lease.
The Directors consider that the future minimum lease payments
under hire purchase contracts approximate to the present value of
the minimum payments. Obligations under hire purchase contracts are
secured on the underlying assets.
18 OTHER FINANCIAL LIABILITIES AND ASSETS
The Group's treasury policy and management of financial
instruments, which form part of these financial statements, are set
out in the financial review.
2011 2010 1(st) Jan
GBP'000 GBP'000 2010GBP'000
Other financial assets 18 99 -
Non-current liabilities
Other financial liabilities 339 171 -
Other financial assets and liabilities relate to the fair value
adjustment on interest rate swaps.
The Group uses interest rate swaps to manage interest rate risk
on interest-bearing loans and borrowings which mean that the Group
pays a fixed interest rate rather than being subject to
fluctuations in the variable rate. The Group has not designated
these derivatives as cash flow hedges.
The interest rate swaps cover an interest rate swap for an
amount of GBP5,500,000 as at 31 December 2011 (2010: GBP3,800,000,
2009: GBPNil) and an interest rate cap over an amount of
GBP5,500,000 as at 31 December (2010: GBP4,000,000, 2009:
GBPNil).
The interest rate swap results in a fixed interest rate of 2.99%
and the interest rate cap applies a floating rate with a cap of
2.99%.
The termination date for both derivatives is 15 September
2015.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
The Group completed a transaction for a further interest rate
cap in November 2011 with an effective date of January 2012
applying a floating rate with a cap of 2.25%.
The movement in the fair value is shown below
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Interest rate swap
Opening position 99 - -
Adjustment to fair value (81) 99 -
Closing position 18 99 -
Interest rate cap
Opening position (171) - -
Adjustment to fair value (168) (171) -
Closing position (339) (171) -
Fair values
The Directors do not consider there to be any material
differences between the fair values and carrying values of any
financial assets or liabilities recorded within these financial
statements at the balance sheet date other than as set out
below.
Fair value hierarchy
The Group uses the following hierarchy for determining and
disclosing the fair value of financial instruments by valuation
technique:
- Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
- Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly; and
- Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
At 31 December 2011, the Group held the following financial
instruments measured at fair value:
31 December Level
Assets measured at 2011 Level 1 Level 2 3
fair value GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------ --------- --------- ---------
Financial assets at
fair value through
the income statement:
Interest rate derivatives 18 - 18 -
=========================== ============ ========= ========= =========
31 December Level
Liabilities measured 2011 Level 1 Level 2 3
at fair value GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------ --------- --------- ---------
Financial liabilities
at fair value through
the income statement:
Interest rate derivatives (339) - (339) -
=========================== ============ ========= ========= =========
Fair value has been assessed on a Mark to Market basis.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
The above liabilities are shown on the statement of financial
position as other current financial assets and other current
financial liabilities.
During the reporting period ended 31 December 2011, there were
no transfers between Level 1 and Level 2 fair value measurements,
and no transfers into and out of Level 3 fair value
measurements.
19 FINANCIAL RISK MANAGEMENT
The Board reviews and agrees policies for managing the risks
associated with interest rate, credit and liquidity risk. The Group
has in place a risk management policy that seeks to minimise any
adverse effect on the financial performance of the Group by
continually monitoring the following risks:
Interest rate risk
The Group's interest rate risk arises as a result of both its
long and short term borrowing facilities.
The Group seeks to manage exposure to interest rate fluctuations
through the use of fixed interest rate swaps.
Interest rate sensitivity
The following table demonstrates the sensitivity to a change in
interest rates on loans and borrowings, after the impact of hedge
accounting. The Group's profit before tax is affected through the
impact on floating rate borrowings as follows:
Pound sterling Increase/decrease Effect on profit
in basis points before tax
GBP'000
---------------- ------------------ -----------------
2011 1% 51
2010 1% 49
================ ================== =================
Interest rate risk profile of financial liabilities
The interest rate profile of the financial liabilities of the
Group (being bank loans and overdrafts, obligations under finance
leases and other financial liabilities) as at each period end is as
follows:
Fixed Rate Variable rate
Financial liabilities Financial liabilities Total
GBP'000 GBP'000 GBP'000
2011 5,516 5,673 11,189
2010 5,000 4,434 9,434
1(st) January 2010 - 4,960 4,960
The fixed rate financial liabilities relates to the portion of
the banking facility that is fixed through hedging instruments.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
19 FINANCIAL RISK MANAGEMENT (continued)
The following is the maturity profile of the Group's financial
liabilities as at 31 December:
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Fixed rate
Less than 1 year 642 500 -
2 - 5 years 2,555 2,000 -
Over 5 year 2,444 2,500 -
5,641 5,000 -
Variable rate
Less than 1 year 630 570 560
2-5 years 2,521 1,567 4,400
Over 5 year 2,522 2,297 -
5,673 4,434 4,960
Interest rate risk profile of financial assets
The Group's financial assets at 31 December 2011 comprise cash
and trade receivables. The cash balance of GBP7,317,000 (2010:
GBP1,835,000, 2009: GBP592,000) is a floating rate financial
asset.
Fair values of financial liabilities and financial assets
The fair values, based upon the market value or discounted cash
flows of financial liabilities and financial assets held in the
Group, was not materially different from their book values.
Foreign currency risk
The Group's exposure to the risk of changes in foreign exchange
rates is insignificant as primarily all of the Group's operating
activities are denominated in pound sterling.
Liquidity Risk
The Group manages its cash in a manner designed to ensure
maximum benefit is gained whilst ensuring security of investment
sources. The Group's policy on investment of surplus funds is to
place deposits at institutions with strong credit ratings.
The ageing and maturity profile of the Group's material
liabilities are covered within the relevant liability note.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
19 FINANCIAL RISK MANAGEMENT (continued)
Credit Risk
Credit risk with respect to trade receivables is due to the
Group trading with a limited number of companies who are generally
large utility companies or financial institutions. Therefore, the
Group does not expect, in the normal course of events, that these
debts are at significant risk. The Group's maximum exposure to
credit risk equates to the carrying value of cash held on deposit
and trade and other receivables.
The Group's maximum exposure to credit risk from its customers
is GBP480,000 (2010: GBP330,000, 2009: GBP838,000) as disclosed in
note 12 - trade and other receivables.
The Group regularly monitors and updates its cash flow forecasts
to ensure it has sufficient and appropriate funds to meet its
ongoing operational requirements whilst maintaining adequate
headroom on its facilities to ensure no breach in its banking
covenants.
Capital management
Capital is the equity attributable to the equity holders of the
parent. The primary objective of the Group's capital management is
to ensure that it maintains a strong credit rating and healthy
capital ratios in order to support its business and maximise
shareholder value. The Group manages its capital structure, and
makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group
may adjust the dividend payment to shareholders, sell assets,
return capital to shareholders or issue new shares.
The Group monitors capital on the basis of a gearing ratio. This
ratio is calculated as net debt divided by EBITDA. Net debt is
calculated as total borrowings less cash. EBITDA is calculated as
operating profit before any significant non-recurring items,
interest, tax, depreciation and amortisation.
20 DEFERRED TAXATION
The movement in the deferred taxation asset during the period
was:
2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Opening deferred tax liability 964 559 131
Increase in provision through
income statement 909 405 428
Closing deferred tax liability 1,873 964 559
All movements identified have gone through the income
statement.
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
The Group's provision for deferred taxation consists of the tax
effect of temporary differences in respect of:
1(st) Jan
Group 2011 2010 2010
GBP'000 GBP'000 GBP'000
Excess of taxation allowances
over depreciation on fixed
assets 2,329 1,405 928
Tax losses available (371) (421) (369)
Fair value of interest rate
swaps (net) (85) (20) -
1,873 964 559
The deferred tax included in the income statement is as
follows:
2011 2010
GBP'000 GBP'000
Accelerated capital allowances 924 477
Tax losses 50 (52)
Movement in fair value of interest
rate swaps (65) (20)
909 405
21 RELATED PARTY TRANSACTIONS
A number of key management personnel hold positions in other
entities that result in
them having control or significant influence over the financial
or operating policies.
A number of these entities transacted with the Group in the
reporting period. The terms and conditions of the transactions with
key management personnel and their related parties were no more
favourable than those available, or which might reasonably be
expected to be available, on similar transactions to non-key
management personnel and related entities on an arm's length
basis.
During the period, the Group entered into the following
transactions with related parties:
During the year the Group paid rent amounting to GBP41,500
(2010: GBP65,500, 2009: GBP65,500) to the Directors' pension
scheme, Eco Retirement Benefit Scheme, for the use of certain
premises. Both Stephen Timoney and Alan Foy are trustees of the
scheme. At the year end date, an amount of GBP4,150 (2010:
GBP6,414, 2009: GBP13,000) was outstanding in this regard.
During the year, the Group paid management charges to FM Assets
Limited, a Company owned and controlled by Mr SP Timoney and Mr A
Foy of GBPNil (2010: GBP16,000, 2009: GBP315,000). As at the year
end an amount of GBP27,709 was due from FM Assets Limited (2010:
GBP121,000 was due to FM Assets Limited, 2009: GBP57,000).
SMART METERING SYSTEMS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2011
22 SHARE CAPITAL 2011 2010 1(st) Jan
GBP'000 GBP'000 2010
GBP'000
Allotted and called up:
83,339,747 Ordinary shares
of GBP0.01 each (2010 & 2009:
300 Ordinary shares - of GBP1
each) 833 - -
On 17 June 2011 each of the 300 Ordinary Shares of GBP1 each
then in issue was sub-divided into 100 Ordinary shares of GBP0.01
each.
On 17 June 2011 4,980,000 Ordinary Shares of GBP0.01 each were
issued to Stephen Timoney and Alan Foy by means of a bonus
issue.
On 20 June 2011 61,663,080 Ordinary Shares of GBP0.01 each were
issued to Stephen Timoney and Alan Foy by means of a bonus
issue.
On 8 July 2011 16,666,667 Ordinary Shares were issued for
GBP0.60.
23 SHARE BASED PAYMENTS
On 20 June 2011 the Company adopted both an Approved Company
Share Option Plan (the "CSOP") and an Unapproved Company Share
Option Plan (the "Unapproved Plan").
CSOP
The CSOP is open to any employee of any member of the Group up
to a maximum value of GBP30,000 per employee. No option can be
exercised within 3 years of its date of grant.
Unapproved Plan
The unapproved plan is open to any employee, Executive Director
or Non-Executive Director of the Company or any other Group Company
who is required to devote substantially the whole of his time to
his duties under his contract of employment. Except in certain
specified circumstances no Option will be exercisable within 5
years of its grant.
Plan At Granted At 31/12/11 Exercise Date Expiry
1/1/11 Price Exercisable Date
(pence)
CSOP - 578,947 578,947 76 15/7/14 15/7/21
Unapproved - 3,800,833 3,800,833 60 20/6/16 20/6/21
Valuation
The fair value of all options granted has been estimated using
the Black Scholes option model, taking into the account the terms
and conditions upon which the options were granted. The following
table lists the inputs to the model used for the year ended 31
December 2011.
Unapproved
CSOP plan
Dividend yield 1.18% 1.25%
Expected share price volatility 45% 45%
Risk free interest rate 1.18% 2.12%
Expected life of option (years) 3 5
Option strike price (GBP) 0.76 0.60
Share price (GBP) 0.765 0.60
24 OTHER RESERVE
This is a non-distributable reserve that arose by applying
merger relief under s162 CA06 to the shares issued in 2008 in
connection with the Group restructuring. This was previously
recognised as a merger reserve under UK GAAP. Under IFRS, this has
been classed as an "other reserve".
25 COMMITMENTS UNDER OPERATING LEASES
The Group has entered into commercial leases for office space.
These leases have lives between one and fifteen years with no
renewal option included in the contracts. There are no restrictions
placed upon the Group by entering into these leases.
Future minimum rentals payable under non-cancellable operating
leases as at each year ended are as follows:
2011 2010 1(st) Jan
2010
GBP'000 GBP'000 GBP'000
Future minimal commitments
under operating lease agreements
are as follows:
Payable within one year 68 82 42
Payable within 2 and 5
years 166 166 166
Payable after 5 years 218 291 332
452 539 540
26 ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party by virtue of the
structure of shareholdings in the Group.
27 CONTINGENT LIABILITY
The Group is the subject of an ongoing HMRC enquiry in respect
of payments made to Employee Benefit Trusts in prior years. Whilst
the outcome of the enquiry is, as yet, uncertain, the beneficiaries
of the Trusts have provided the Company with indemnities against
any additional tax that may become payable as a result of these
enquiries.
28 TRANSITION TO IFRS
For all periods up to and including the year ended 31 December
2010, the Group prepared its financial statements in accordance
with generally accepted accounting practice in the United Kingdom
(UK GAAP). These financial statements for the year ended 31
December 2011, are the first the Group has prepared in accordance
with International Financial Reporting Standards ("IFRS").
The Group has prepared financial statements which comply with
IFRS applicable for periods beginning on or after 1 January 2011 as
described in the accounting policies. The Group's opening statement
of financial position was prepared as at 1 January 2010, the
Group's date of transition to IFRS. This note explains the
principal adjustments made by the Group in restating its Local GAAP
statement of financial position as at 1 January 2010 and its
previously published UK GAAP financial statements for the year
ended 31 December 2010.
SMART METERING SYSTEMS PLC
RECONCILIATION OF CONSOLIDATED EQUITY AT 1 JANUARY 2010
UK GAAP Effect of transition to IFRS
NOTES IFRS
GBP'000 GBP'000 GBP'000
ASSETS Non-current assets
Intangible assets 1,863 - 1,863
Property, plant and equipment 8,303 - 8,303
Financial asset investments 20 - 20
10,186 - 10,186
Current assets
Trade and other receivables 1,958 - 1,958
Financial asset investments 517 - 517
Cash and cash equivalents 592 - 592
______ ______ _____
Non-current assets classified as held for sales 3,067 - 3,067
______ ______ _____
Total assets 13,253 - 13,253
______ ______ _____
LIABILITIES
Current liabilities
Trade and other payables 5,644 - 5,644
Bank loans and overdrafts 49 - 49
Obligations under finance leases 510 - 510
6,203 - 6,203
______ ______ _____
Non-current liabilities
Bank loans 427 - 427
Other creditor 554 - 554
Deferred tax liabilities 559 - 559
Obligations under finance leases 3,973 - 3,973
______ ______ _____
Total liabilities 11,716 - 11,716
______ ______ _____
Net assets 1,537 - 1,537
______ ______ _____
SMART METERING SYSTEMS PLC
RECONCILIATION OF CONSOLIDATED EQUITY AT 1 JANUARY 2010
UK GAAP Effect of transition to IFRS
NOTES IFRS
GBP'000 GBP'000 GBP'000
EQUITY
Share capital
Other reserve 1 - 1
Retained earnings 1,536 - 1536
Total equity 1,537 - 1,537
_____ _____ _____
RECONCILIATION OF CONSOLIDATED TOTAL COMPREHENSIVE INCOME FOR
THE YEAR ENDED 31 DECEMBER 2010
UK GAAP Effect of transition to IFRS
NOTES IFRS
GBP'000 GBP'000 GBP'000
Revenue 12,368 - 12,368
Cost of sales 6,876 - 6,876
Gross profit 5,492 - 5,492
Administrative expenses 3,450 - 3,450
_____ _____ _____
Gains / (losses) on remeasurement of investment properties
Profit from operations 2,042 - 2,042
Exceptional costs and fair value adjustments a) 865 70 935
Finance costs 250 - 250
Profit before tax a) 927 (70) 857
_____ _____ _____
Income tax expense a) 387 (20) 367
Profit for the year 540 (50) 490
_____ _____ _____
Notes to reconciliation of Consolidated Total Comprehensive
Income.
a) Fair value of interest rate derivatives
Under IFRS financial derivatives such as interest rate swaps are
recognised in the statement of financial position at fair value
with corresponding movements in fair value being taken to the
income statement. Under UK GAAP the Group did not previously
recognise the fair value of these derivatives on the balance sheet.
Derivatives were entered into during the year ended 31 December
2010, therefore this impact on net assets in the statement of
financial position at 1 January 2010 but an increase to costs of
GBP70k for the year ended 31 December 2010. Deferred tax has been
provided in respect of the fair value of the financial
instruments.
SMART METERING SYSTEMS PLC
PARENT COMPANY BALANCE SHEET
31 DECEMBER 2011
2011 2010
Notes GBP'000 GBP'000
FIXED ASSETS
Investments 2 - -
______ ______
CURRENT ASSETS
Debtors 39,685 150
CREDITORS
Amounts falling due within one year 4 5 150
_________ _______
NET CURRENT ASSETS 9,680 -
_________ _______
TOTAL ASSETS LESS CURRENT LIABILITIES 9,680 -
_________ _______
CAPITAL AND RESERVES
Called up share capital 6 833 -
Share Premium 7 8,653 -
Profit and loss account 7 194 -
_________ _______
EQUITY SHAREHOLDERS' FUNDS 9,680 -
_________ _______
SMART METERING SYSTEMS PLC
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
1 PARENT COMPANY ACCOUNTING POLICIES
Basis of Accounting
The consolidated financial statements have been prepared under
the historical cost convention, with the exception of current asset
investments held at valuation.
Going Concern
Based on the current projections and facilities in place the
Directors consider it appropriate to continue to prepare the
financial statements on a going concern basis.
Turnover
Turnover represents revenue recognised in the accounts. Revenue
is recognised when the Company fulfils its contractual obligations
to customers by supplying goods and services, or when they have the
right to receive the income, and excludes value added tax. Where
turnover is recognised due to the right to receive the income and
the Company has not invoiced for the goods or services supplied an
accrual is incorporated for the estimate of providing such.
Deferred Taxation
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date
where transactions or events that result in an obligation to pay
more tax in the future or a right to pay less tax in the future
have occurred at the balance sheet date. Timing differences are
differences between the Company's taxable profits and its results
as stated in the consolidated financial statements that arise from
the inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised in the
consolidated financial statements.
Deferred tax is measured at the average tax rates that are
expected to apply in the periods in which timing differences are
expected to reverse, based on tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is measured on a non-discounted basis.
Financial instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all
of its financial liabilities.
Where the contractual obligations of financial instruments
(including share capital) are equivalent to a similar debt
instrument, those financial instruments are classed as financial
liabilities. Financial liabilities are presented as such in the
balance sheet. Finance costs and gains or losses relating to
financial liabilities are included in the profit and loss account.
Finance costs are calculated so as to produce a constant rate of
return on the outstanding liability.
Where the contractual terms of share capital do not have any
terms meeting the definition of a financial liability then this is
classed as an equity instrument. Dividends and distributions
relating to equity instruments are debited direct to equity.
SMART METERING SYSTEMS PLC
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
2 INVESTMENTS
Company Group companies
GBP'000
Cost
At 1 January 2011 -
Additions -
--------
At 31 December 2011 -
Net book value
At 31 December 2011 -
At 31 December 2010 -
Proportion
Country of shares
of incorporation Holding held Nature of business
SUBSIDIARY UNDERTAKINGS
All held by the Company:
UK Gas Connection Limited
(formerly Eco Project Ordinary Gas utility
Management Limited) Scotland shares 100% management
UK Meter Assets Limited
(formerly The UK Meter Ordinary Gas utility
Exchange Limited) Scotland shares 100% management
UK Data Management Ordinary
Limited Scotland Shares 100% Data management
3 DEBTORS amounts falling due within one year
2011 2010
GBP'000 GBP'000
Amounts owed by Group undertakings 9,685 150
Other debtors - -
________ _______
9,685 150
________ _______
4 CREDITORS amounts falling due within one year
2011 2010
GBP'000 GBP'000
Other creditors 5 -
_____ _____
5 -
_____ _____
SMART METERING SYSTEMS PLC
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
5 RELATED PARTY TRANSACTIONS
The Company had no material related party transactions to
disclose in line with Financial Reporting Standard 8.
The Group has taken advantage of the exemption in Financial
Reporting Standard 8 from the requirement to disclose transactions
within the Group.
6 SHARE CAPITAL
2011 2010
GBP'000 GBP'000
Allotted and called up:
83,339,747 Ordinary shares of GBP0.01
each
(2010: 300 Ordinary shares - of GBP1 each) 833 -
_______ _______
On 17 June 2011 each of the 300 Ordinary Shares of GBP1 each
then in issue was sub-divided into 100 Ordinary shares of GBP0.01
each.
On 17 June 2011 4,980,000 Ordinary Shares of GBP0.01 each were
issued to Stephen Timoney and Alan Foy by means of a bonus
issue.
On 20 June 2011 61,663,080 Ordinary Shares of GBP0.01 each were
issued to Stephen Timoney and Alan Foy by means of a bonus
issue.
On 8 July 2011 16,666,667 Ordinary Shares were issued for
GBP0.60.
7 RESERVES
Profit and Share premium Share capital
loss reserve
GBP'000 GBP'000 GBP'000
As at 1 January 2011 - - -
Returned earnings 1,040 - -
Dividend paid (180) - -
Bonus issue (666) - 666
Arising on shares issued - 9,833 167
Share issue costs - (1,180) -
________ ________ _______
As at 31 December 2011 194 8,653 833
________ ________ _______
8 CONTINGENT LIABILITY
The Group is the subject of an ongoing HMRC enquiry in respect
of payments made to Employee Benefit Trusts in prior years. Whilst
the outcome of the enquiry is, as yet, uncertain, the beneficiaries
of the Trusts have provided the Company with indemnities against
any additional tax that may become payable as a result of these
enquiries.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UVRSRUSASAAR
Smart Metering Systems (LSE:SMS)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Smart Metering Systems (LSE:SMS)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
