Attached files
file | filename |
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8-K/A - FORM 8-K AMENDMENT - RigNet, Inc. | d410609d8ka.htm |
EX-23.1 - EX-23.1 - RigNet, Inc. | d410609dex231.htm |
EX-99.2 - EX-99.2 - RigNet, Inc. | d410609dex992.htm |
Exhibit 99.1
NESSCO GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2012
1
Nessco Group Holdings Limited
Registered Number SC340634
Consolidated Financial Statements
Year ended 31 March 2012
CONTENTS
Page | ||
Independent auditors report |
3 | |
Consolidated profit and loss account |
4 | |
Consolidated statement of recognised gains and losses |
5 | |
Consolidated and Company balance sheets |
6 | |
Consolidated cash flow statement |
7 | |
Notes to the consolidated cash flow statement |
8 | |
Notes to the consolidated financial statements |
9 23 |
2
Nessco Group Holdings Limited
INDEPENDENT AUDITORS REPORT
Johnston Carmichael LLP
29 Albyn Place
Aberdeen
AB10 1YL
Independent Auditors Report
The Board of Directors
Nessco Group Holdings Limited:
We have audited the accompanying consolidated balance sheets of Nessco Group Holdings Limited and its subsidiary undertakings as of 31 March 2012 and 2011 and the related consolidated profit and loss accounts and cash flow statements for the years then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the United States generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nessco Group Holdings Limited and its subsidiary undertakings as of 31 March 2012 and 2011, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain significant respects from U.S. generally accepted accounting principles. Information relating to the nature and effects of such differences is presented in note 26 to the consolidated financial statements.
/s/ Johnston Carmichael LLP |
Johnston Carmichael LLP |
Aberdeen, United Kingdom |
September 17th 2012 |
3
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
2012 | 2011 | |||||||||||||||||
Notes | £ | £ | £ | £ | ||||||||||||||
Turnover |
2 | |||||||||||||||||
Continuing operations |
33,218,864 | 16,866,987 | ||||||||||||||||
Discontinued operations |
25,170 | 440,287 | ||||||||||||||||
|
|
|
|
|||||||||||||||
Total turnover |
33,244,034 | 17,307,274 | ||||||||||||||||
Cost of sales |
3 | (27,651,542 | ) | (13,699,575 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Gross profit |
3 | 5,592,492 | 3,607,699 | |||||||||||||||
Distribution costs |
3 | (597,327 | ) | (594,116 | ) | |||||||||||||
Administrative expenses |
3 | (2,625,591 | ) | (2,314,739 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Operating profit |
4 | |||||||||||||||||
Continuing operations |
2,609,680 | 775,162 | ||||||||||||||||
Discontinued operations |
(240,106 | ) | (76,318 | ) | ||||||||||||||
|
|
|
|
|||||||||||||||
Total operating profit |
2,369,574 | 698,844 | ||||||||||||||||
Loss on sale of subsidiary undertakings |
| (52,567 | ) | |||||||||||||||
Loss on restructuring |
(317,037 | ) | | |||||||||||||||
|
|
|
|
|||||||||||||||
Profit on ordinary activities before interest |
2,052,537 | 646,277 | ||||||||||||||||
Other interest receivable and similar income |
3,648 | 9,213 | ||||||||||||||||
Interest payable and similar charges |
5 | (1,056,774 | ) | (1,091,143 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Profit/(loss) on ordinary activities before taxation |
999,411 | (435,653 | ) | |||||||||||||||
Tax on profit/(loss) on ordinary activities |
6 | (465,642 | ) | (69,489 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Profit/(loss) on ordinary activities after taxation |
533,769 | (505,142 | ) | |||||||||||||||
|
|
|
|
4
CONSOLIDATED STATEMENT OF RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
2012 | 2011 | |||||||
£ | £ | |||||||
Profit/(Loss) for the financial year |
533,769 | (505,142 | ) | |||||
Unrealised surplus on revaluation of properties |
| 197,211 | ||||||
|
|
|
|
|||||
Total recognised gains and losses relating to the year |
533,769 | (307,931 | ) | |||||
|
|
|
|
5
CONSOLIDATED AND COMPANY BALANCE SHEETS
AS AT 31 MARCH 2012
Nessco Group Holdings Limited
Consolidated | Company | |||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||
Notes | £ | £ | £ | £ | ||||||||||||||
Fixed assets |
||||||||||||||||||
Intangible assets |
8 | 3,852,698 | 4,469,130 | | | |||||||||||||
Tangible assets |
9 | 4,167,823 | 4,223,693 | 34,746 | 55,139 | |||||||||||||
Investments |
10 | | | 14,009,441 | 14,009,441 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
8,020,521 | 8,692,823 | 14,044,187 | 14,064,580 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Current assets |
||||||||||||||||||
Stocks |
11 | 670,368 | 881,656 | | 70,082 | |||||||||||||
Debtors |
12 | 14,377,700 | 6,548,277 | 293,128 | 391,335 | |||||||||||||
Cash at bank and in hand |
4,160,795 | 2,679,044 | | 1,813 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
19,208,863 | 10,108,977 | 293,128 | 463,230 | |||||||||||||||
Creditors: amounts falling due within one year |
13 | (13,703,662 | ) | (6,342,366 | ) | (3,997,883 | ) | (3,339,193 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net current assets |
5,505,201 | 3,766,611 | (3,704,755 | ) | (2,875,963 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total assets less current liabilities |
13,525,722 | 12,459,434 | 10,339,432 | 11,188,617 | ||||||||||||||
Creditors: amounts falling due after more than one year |
14 | (11,693,826 | ) | (11,824,072 | ) | (11,693,826 | ) | (11,824,072 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
1,831,896 | 635,362 | (1,354,394 | ) | (635,455 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Capital and reserves |
||||||||||||||||||
Called up share capital |
17 | 1,462,765 | 800,000 | 1,462,765 | 800,000 | |||||||||||||
Revaluation reserve |
18 | 197,211 | 197,211 | | | |||||||||||||
Profit and loss account |
18 | 171,920 | (361,849 | ) | (2,817,159 | ) | (1,435,455 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Shareholders funds |
19 | 1,831,896 | 635,362 | (1,354,394 | ) | (635,455 | ) | |||||||||||
|
|
|
|
|
|
|
|
6
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
2012 | 2011 | |||||||||||||||
£ | £ | £ | £ | |||||||||||||
Net cash inflow from operating activities |
2,827,676 | 610,213 | ||||||||||||||
Returns on investments and servicing of finance |
||||||||||||||||
Interest received |
3,648 | 9,213 | ||||||||||||||
Interest paid |
(739,779 | ) | (569,238 | ) | ||||||||||||
|
|
|
|
|||||||||||||
Net cash outflow for returns on investments and servicing of finance |
(736,131 | ) | (560,025 | ) | ||||||||||||
Taxation |
(41,625 | ) | (15,311 | ) | ||||||||||||
Capital expenditure and financial investment |
||||||||||||||||
Payments to acquire tangible assets |
(273,724 | ) | (238,725 | ) | ||||||||||||
Receipts from sales of tangible assets |
12,841 | 18,700 | ||||||||||||||
|
|
|
|
|||||||||||||
Net cash outflow for capital expenditure |
(260,883 | ) | (220,025 | ) | ||||||||||||
Acquisitions and disposals |
||||||||||||||||
Sale of subsidiary undertakings (net of cash acquired) |
| 547,433 | ||||||||||||||
|
|
|
|
|||||||||||||
Net cash inflow for acquisitions and disposals |
| 547,433 | ||||||||||||||
|
|
|
|
|||||||||||||
Net cash inflow before management of liquid resources and financing |
1,789,037 | 362,285 | ||||||||||||||
Financing |
||||||||||||||||
Repayment of bank loans |
(2,081,438 | ) | (589,775 | ) | ||||||||||||
Issue of ordinary share capital |
600,000 | | ||||||||||||||
Issue of loan funding |
1,400,000 | | ||||||||||||||
|
|
|
|
|||||||||||||
Net cash outflow from financing |
(81,438 | ) | (589,775 | ) | ||||||||||||
|
|
|
|
|||||||||||||
Increase/(decrease) in cash in the year |
1,707,599 | (227,490 | ) | |||||||||||||
|
|
|
|
7
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
1. | Reconciliation of operating profit to net cash inflow from operating activities |
2012 £ |
2011 £ |
|||||||
Operating profit |
2,369,574 | 698,844 | ||||||
Depreciation of tangible assets |
325,360 | 330,969 | ||||||
Amortisation of intangible assets |
616,432 | 616,432 | ||||||
Profit on disposal of tangible assets |
(12,841 | ) | (18,476 | ) | ||||
Decrease/(Increase) in stocks |
79,524 | (497,590 | ) | |||||
Increase in debtors |
(7,994,145 | ) | (2,627,036 | ) | ||||
Increase in creditors within one year |
7,443,772 | 2,107,070 | ||||||
|
|
|
|
|||||
Net cash inflow from operating activities |
2,827,676 | 610,213 | ||||||
|
|
|
|
2. | Analysis of net debt |
1 April 2011 |
Cash flow | Other non-cash changes |
31 March 2012 |
|||||||||||||
£ | £ | £ | £ | |||||||||||||
Net cash: |
||||||||||||||||
Cash at bank and in hand |
2,679,044 | 1,481,751 | | 4,160,795 | ||||||||||||
Bank overdrafts |
(244,759 | ) | 225,848 | | (18,911 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
2,434,285 | 1,707,599 | | 4,141,884 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Debts falling due within one year |
(589,776 | ) | 589,776 | (355,588 | ) | (355,588 | ) | |||||||||
Debts falling due after one year |
(5,090,338 | ) | 1,491,662 | 302,766 | (3,295,910 | ) | ||||||||||
Other loans |
(6,733,643 | ) | (1,400,000 | ) | (264,173 | ) | (8,397,816 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
(12,413,757 | ) | 681,438 | (316,995 | ) | (12,049,314 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net debt |
(9,979,472 | ) | 2,389,037 | (316,995 | ) | (7,907,430 | ) | |||||||||
|
|
|
|
|
|
|
|
3. | Reconciliation of net cash inflow to movement in net debt |
2012 £ |
2011 £ |
|||||||
Increase/(decrease) in cash in the year |
1,707,599 | (227,490 | ) | |||||
Net cash outflow from decrease in debt |
681,438 | 589,775 | ||||||
Amortisation of debt issue costs |
(103,401 | ) | (94,717 | ) | ||||
Accrual of redemption premium |
(213,594 | ) | (213,594 | ) | ||||
|
|
|
|
|||||
Movement in net debt in the year |
2,072,042 | 53,974 | ||||||
Opening net debt |
(9,979,472 | ) | (10,033,446 | ) | ||||
|
|
|
|
|||||
Closing net debt |
(7,907,430 | ) | (9,979,472 | ) | ||||
|
|
|
|
8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
1 | Accounting policies |
1.1. | Accounting convention |
The financial statements are prepared under the historical cost convention.
1.2. | Compliance with accounting standards |
The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).
1.3. | Basis of consolidation |
The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 31 March 2012. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes. Intra-group sales and profits are eliminated fully on consolidation.
1.4. | Turnover |
Turnover represents amounts (excluding value added tax) derived from the provision of goods and services to customers.
The amount of profits attributable to the stage of completion of a long term contract is recognised when the outcome of the contract can be foreseen with reasonable certainty. Turnover for such contracts is stated at the cost appropriate to their stage of completion plus attributable profits, less the amounts recognised in previous years. Provision is made for any losses as soon as they are foreseen.
1.5. | Goodwill |
Goodwill arising on consolidation is written off in equal annual instalments over its estimated useful economic life which is considered to be 10 years.
1.6. | Tangible fixed assets and depreciation |
Tangible fixed assets other than freehold land are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation less estimated residual value of each asset over its expected useful life, as follows:
Freehold buildings | 2% per annum | |||
Fixtures, fittings and computers | 10-33% per annum | |||
Motor vehicles | 20-33% per annum | |||
Equipment hired to customers | 10-33% per annum |
No depreciation is charged against land.
1.7. | Investments |
Fixed asset investments are stated at cost less provision for diminution in value.
Current asset investments are stated at the lower of cost and net realisable value.
1.8. | Stock and work in progress |
Stocks are stated at the lower of average cost and net realisable value. Short-term work in progress is valued at the lower of cost (wages, materials and on cost) and net realisable value.
9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
1.9. | Long term contracts |
Where the outcome of the contract cannot be foreseen with reasonable certainty, contract work in progress is stated at cost incurred, less those costs transferred to the profit and loss account, after deducting foreseeable losses and payments on account not matched with turnover.
Uninvoiced amounts recoverable on long term contracts are included in debtors and represent turnover recognised in excess of payments on account.
1.10. | Pensions |
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The amount charged against profits represents the contributions payable to the scheme in respect of the accounting period.
1.11. | Taxation |
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not they will be recovered. Deferred tax is not recognised when fixed assets are revalued unless by the balance sheet date there is a binding agreement to sell the revalued assets and the gain or loss expected to arise on sale has been recognised in the financial statements. Deferred tax assets and liabilities are not discounted.
1.12. | Foreign currency translation |
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities expressed in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains and losses on translation are included in the profit and loss account. Differences on exchange are included in operating profit.
1.13. | Finance costs |
Finance costs of financial liabilities are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.
2 | Turnover |
The total turnover of the group for the year has been derived from its principal activity.
Segmental analysis by geographical area
The analysis by geographical area of the groups turnover is set out as below:
2012 | 2011 | |||||||
£ | £ | |||||||
Geographical segment |
||||||||
UK and North Sea |
10,107,970 | 7,578,651 | ||||||
Rest of the World |
23,136,064 | 9,728,623 | ||||||
|
|
|
|
|||||
33,244,034 | 17,307,274 | |||||||
|
|
|
|
10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
3 | Cost of sales, gross profit, distribution costs and administration expenses |
2012 | 2011 | |||||||||||||||||||||||
Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |||||||||||||||||||
£ | £ | £ | £ | £ | £ | |||||||||||||||||||
Cost of sales |
27,632,125 | 19,417 | 27,651,542 | 13,398,750 | 300,825 | 13,699,575 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
5,586,739 | 5,753 | 5,592,492 | 3,468,237 | 139,462 | 3,607,699 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Distribution costs |
597,327 | | 597,327 | 594,116 | | 594,116 | ||||||||||||||||||
Administration costs |
2,379,732 | 245,859 | 2,625,591 | 2,098,959 | 215,780 | 2,314,739 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
4 | Operating profit |
2012 | 2011 | |||||||
£ | £ | |||||||
Operating profit is stated after charging: |
||||||||
Amortisation of intangible assets |
616,432 | 616,432 | ||||||
Depreciation of tangible assets |
329,594 | 330,969 | ||||||
Loss on foreign exchange transactions |
| 56,251 | ||||||
Operating lease rentals |
1,439,310 | 1,574,985 | ||||||
Fees payable to the groups auditor for the audit of the groups annual accounts (company £6,000; 2011: £4,075) |
29,500 | 24,075 | ||||||
and after crediting: |
||||||||
Profit on disposal of tangible assets |
(12,841 | ) | (18,476 | ) | ||||
Profit on foreign exchange transactions |
(5,181 | ) | | |||||
|
|
|
|
5 | Interest payable |
2012 | 2011 | |||||||
£ | £ | |||||||
On bank loans and overdrafts |
309,840 | 382,606 | ||||||
On other loans wholly repayable within five years |
429,939 | 400,226 | ||||||
Amortisation of debt issue costs |
103,401 | 94,717 | ||||||
Loan redemption interest accrual |
213,594 | 213,594 | ||||||
|
|
|
|
|||||
1,056,774 | 1,091,143 | |||||||
|
|
|
|
11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
6 | Taxation |
2012 | 2011 | |||||||
£ | £ | |||||||
Domestic current year tax |
||||||||
U.K. corporation tax |
443,952 | 56,160 | ||||||
Adjustment for prior years |
| (14,221 | ) | |||||
|
|
|
|
|||||
Total current tax |
443,952 | 41,939 | ||||||
Deferred tax |
||||||||
Deferred tax charge current year |
21,690 | 39,081 | ||||||
Adjustment resulting from changes in tax rate |
| (11,531 | ) | |||||
|
|
|
|
|||||
465,642 | 69,489 | |||||||
|
|
|
|
|||||
Factors affecting the tax charge for the year |
||||||||
Profit/(loss) on ordinary activities before taxation |
999,411 | (435,653 | ) | |||||
|
|
|
|
|||||
Profit/(loss) on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 26.00% (2011 - 28.00%) |
259,847 | (121,983 | ) | |||||
|
|
|
|
|||||
Effects of: |
||||||||
Non deductible expenses |
186,147 | 179,509 | ||||||
Depreciation on ineligible assets |
13,849 | 15,142 | ||||||
Differences between capital allowances and depreciation |
(16,407 | ) | (23,030 | ) | ||||
Adjustments to previous periods |
| (14,221 | ) | |||||
Non chargeable disposals |
| 14,719 | ||||||
Small companies relief |
| (9,049 | ) | |||||
Other tax adjustments |
516 | 852 | ||||||
|
|
|
|
|||||
184,105 | 163,922 | |||||||
|
|
|
|
|||||
Current tax charge for the year |
443,952 | 41,939 | ||||||
|
|
|
|
No provision has been made for deferred tax arising on the revaluation of the companys land and buildings. The tax on the gains arising on revaluation would only become payable if the properties were sold without rollover relief being available. The tax that would be payable in such circumstances is estimated to be £435,355. These assets are expected to be used in the continuing operations of the business and therefore no tax is expected to be paid in the foreseeable future.
12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
7 | Loss for the financial year |
As permitted by section 408 Companies Act 2006, the holding companys profit and loss account has not been included in these financial statements. The loss for the financial year is made up as follows:
2012 | 2011 | |||||||
£ | £ | |||||||
Holding companys loss for the financial year |
(1,381,704 | ) | (997,931 | ) | ||||
|
|
|
|
|||||
8 Intangible fixed assets |
||||||||
Group | Goodwill £ |
|||||||
Cost |
||||||||
At 1 April 2011 and at 31 March 2012 |
6,206,866 | |||||||
|
|
|||||||
Amortisation |
||||||||
At 1 April 2011 |
1,737,736 | |||||||
Charge for the year |
616,432 | |||||||
|
|
|||||||
At 31 March 2011 |
2,354,168 | |||||||
|
|
|||||||
Net book value |
||||||||
At 31 March 2012 |
3,852,698 | |||||||
|
|
|||||||
At 31 March 2011 |
4,469,130 | |||||||
|
|
9 | Tangible fixed assets |
Group | Land and buildings Freehold |
Equipment hired to customers |
Fixtures, fittings & equipment |
Total | ||||||||||||
£ | £ | £ | £ | |||||||||||||
Cost or valuation |
||||||||||||||||
At 1 April 2011 |
4,086,605 | 2,104,788 | 830,120 | 7,021,513 | ||||||||||||
Additions |
| 148,556 | 125,168 | 273,724 | ||||||||||||
Disposals |
| (2,916 | ) | (38,217 | ) | (41,133 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
At 31 March 2012 |
4,086,605 | 2,250,428 | 917,071 | 7,254,104 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation |
||||||||||||||||
At 1 April 2011 |
306,605 | 1,744,936 | 746,279 | 2,797,820 | ||||||||||||
On disposals |
| (2,916 | ) | (38,217 | ) | (41,133 | ) | |||||||||
Charge for the year |
53,266 | 220,146 | 56,182 | 329,594 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At 31 March 2012 |
359,871 | 1,962,166 | 764,244 | 3,086,281 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net book value |
||||||||||||||||
At 31 March 2012 |
3,726,734 | 288,262 | 152,827 | 4,167,823 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At 31 March 2011 |
3,780,000 | 359,852 | 83,841 | 4,223,693 | ||||||||||||
|
|
|
|
|
|
|
|
13
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
9 | Tangible fixed assets (continued) |
Group
The land and buildings were valued on an open market basis by Ryden, chartered surveyors, in December 2010.
Included within land and buildings is land of £1,395,000 (2011: £1,395,000) which is not depreciated.
Comparable historical cost for the land and buildings included at valuation:
£ | ||||
Cost |
||||
At 1 April 2011 and at 31 March 2012 |
2,765,605 | |||
|
|
|||
Depreciation based on cost |
||||
At 1 April 2011 |
503,816 | |||
Charge for the year |
34,899 | |||
|
|
|||
At 31 March 2012 |
538,715 | |||
|
|
|||
Net book value |
||||
At 31 March 2012 |
2,226,890 | |||
|
|
|||
At 31 March 2011 |
2,261,789 | |||
|
|
Company | Plant and machinery |
Fixtures, fittings & equipment |
Total | |||||||||
£ | £ | £ | ||||||||||
Cost |
||||||||||||
At 1 April 2011 |
27,570 | 435,150 | 462,720 | |||||||||
Additions |
| 5,176 | 5,176 | |||||||||
Disposals |
(12,374 | ) | (25,843 | ) | (38,217 | ) | ||||||
|
|
|
|
|
|
|||||||
At 31 March 2012 |
15,196 | 414,483 | 429,679 | |||||||||
|
|
|
|
|
|
|||||||
Depreciation |
||||||||||||
At 1 April 2011 |
24,412 | 383,169 | 407,581 | |||||||||
On disposals |
(12,374 | ) | (25,843 | ) | (38,217 | ) | ||||||
Charge for the year |
93 | 25,476 | 25,569 | |||||||||
|
|
|
|
|
|
|||||||
At 31 March 2012 |
12,131 | 382,802 | 394,933 | |||||||||
|
|
|
|
|
|
|||||||
Net book value |
||||||||||||
At 31 March 2012 |
3,065 | 31,681 | 34,746 | |||||||||
|
|
|
|
|
|
|||||||
At 31 March 2011 |
3,158 | 51,981 | 55,139 | |||||||||
|
|
|
|
|
|
14
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
10 | Intangible fixed assets |
Company | Shares in group undertakings |
|||
£ | ||||
Cost and net book value |
||||
At 31 March 2011 and 2012 |
14,009,441 | |||
|
|
In the opinion of the directors, the aggregate value of the companys investment in subsidiary undertakings is not less than the amount included in the balance sheet.
Holdings of more than 20%
The company holds more than 20% of the share capital of the following companies:
Company | Country of registration or incorporation |
Shares held | ||||
Class | % | |||||
Subsidiary undertakings |
||||||
NesscoInvsat Limited |
England | Ordinary | 100 | |||
Countryflow Limited |
Scotland | Ordinary | 100 | |||
Nessco Caspian Limited |
Scotland | Ordinary | 100 |
The principal activity of these undertakings for the last relevant financial year was as follows:
Principal activity | ||||||
NesscoInvsat Limited | Provision of telecommunication services to the global oil and gas industry | |||||
Countryflow Limited | Dormant | |||||
Nessco Caspian Limited | Dormant |
11 | Stocks and work in progress |
Group | Company | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
£ | £ | £ | £ | |||||||||||||
Work in progress |
518,766 | 615,132 | | 3,420 | ||||||||||||
Finished goods and goods for resale |
151,602 | 266,524 | | 66,662 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
670,368 | 881,656 | | 70,082 | |||||||||||||
|
|
|
|
|
|
|
|
15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
12 | Debtors |
Group | Company | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
£ | £ | £ | £ | |||||||||||||
Trade debtors |
8,610,131 | 4,183,830 | 112,615 | 232,174 | ||||||||||||
Amounts recoverable on long term contracts |
5,257,666 | 1,808,142 | | | ||||||||||||
Other debtors |
319,252 | 350,374 | 114,485 | 81,943 | ||||||||||||
Prepayments and accrued income |
62,445 | 56,035 | 32,383 | 37,141 | ||||||||||||
Deferred tax asset (see note 15) |
128,206 | 149,896 | 33,645 | 40,077 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
14,377,700 | 6,548,277 | 293,128 | 391,335 | |||||||||||||
|
|
|
|
|
|
|
|
The deferred tax asset calculated at 25% (2011: 26%) is wholly in respect of decelerated capital allowances. The deferred tax asset has been recognised on the basis that the directors considered it more likely than not that there will be suitable taxable profits in the foreseeable future against which the deferred tax asset can be utilised.
13 | Creditors : amounts falling due within one year |
Group | Company | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
£ | £ | £ | £ | |||||||||||||
Bank loans and overdrafts |
374,499 | 834,545 | 374,499 | 834,545 | ||||||||||||
Trade creditors |
3,899,348 | 1,933,303 | 22,275 | 16,294 | ||||||||||||
Amounts owed to group undertakings |
| | 3,300,972 | 1,596,653 | ||||||||||||
Corporation tax |
443,952 | 41,625 | | | ||||||||||||
Taxes and social security costs |
157,031 | 140,409 | 16,328 | 15,528 | ||||||||||||
Other creditors |
87,258 | 57,626 | | 19,049 | ||||||||||||
Accruals and deferred income |
8,741,574 | 3,334,858 | 283,809 | 857,124 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
13,703,662 | 6,342,366 | 3,997,883 | 3,339,193 | |||||||||||||
|
|
|
|
|
|
|
|
Bank loans and overdrafts are secured by a standard security over the groups premises and a floating charge over the assets of the group.
16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
14 | Creditors : amounts falling due after more than one year |
Group | Company | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
£ | £ | £ | £ | |||||||||||||
Bank loans |
3,295,910 | 5,090,329 | 3,295,910 | 5,090,329 | ||||||||||||
Other loans |
8,397,816 | 6,733,643 | 8,397,816 | 6,733,643 | ||||||||||||
Preference shares classed as a financial liability |
100 | 100 | 100 | 100 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
11,693,826 | 11,824,072 | 11,693,826 | 11,824,072 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Analysis of loans |
||||||||||||||||
Not wholly repayable within five years by instalments |
2,558,684 | 4,948,887 | 2,558,684 | 4,948,887 | ||||||||||||
Not wholly repayable within five years other than by instalments |
4,080,000 | 3,411,226 | 4,080,000 | 3,411,226 | ||||||||||||
Wholly repayable within five years |
5,410,630 | 4,053,645 | 5,410,630 | 4,053,645 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
12,049,314 | 12,413,758 | 12,049,314 | 12,413,758 | |||||||||||||
Included in current liabilities |
(355,588 | ) | (589,786 | ) | (355,588 | ) | (589,786 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
11,693,726 | 11,823,972 | 11,693,726 | 11,823,972 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Instalments not due within five years |
1,616,630 | 1,878,770 | 1,616,630 | 1,878,770 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Preference shares classified as financial liabilities |
||||||||||||||||
In more than five years |
100 | 100 | 100 | 100 | ||||||||||||
|
|
|
|
|
|
|
|
The bank loans and overdraft are secured by a standard security over the groups premises and a floating charge over the assets of the group.
The first bank loan, initially totalling £4,128,500 was drawn down in June 2008 and, is repayable in 84 monthly instalments from date of drawdown. It bears interest at Libor plus 2%.
The second bank loan, totalling £2,621,500, is repayable in 120 monthly instalments, commencing June 2013. It bears interest at Libor plus 1.75%.
Within other loans, there is a balance of £3,559,900, repayable in June 2013. It bears interest at 10% per annum, with a redemption premium of 30% of capital balance also payable. There is also a balance of £1,400,000 which bears interest at 14% per annum with no fixed redemption date. The remainder of the other loans are non-interest bearing, and are repayable on the sale of the company.
17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
15 | Provisions for liabilities |
The deferred tax asset (included in debtors, note 12) is made up as follows:
Group | Company | |||||||
2012 | 2012 | |||||||
£ | £ | |||||||
Balance at 1 April 2011 |
(149,896 | ) | (40,077 | ) | ||||
Charge for the year |
21,690 | 6,432 | ||||||
|
|
|
|
|||||
Balance at 31 March 2012 |
(128,206 | ) | (33,645 | ) | ||||
|
|
|
|
Group | Company | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
£ | £ | £ | £ | |||||||||||||
Decelerated capital allowances |
(116,322 | ) | (137,729 | ) | (21,761 | ) | (27,910 | ) | ||||||||
Other timing differences |
(11,884 | ) | (12,167 | ) | (11,884 | ) | (12,167 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
(128,206 | ) | (149,896 | ) | (33,645 | ) | (40,077 | ) | |||||||||
|
|
|
|
|
|
|
|
16 | Pension and other post-retirement benefit commitments |
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund. Contributions totalling £18,844 (2011£14,719) were payable to the fund at the year end and are included in creditors.
Defined contribution
2012 | 2011 | |||||||
£ | £ | |||||||
Contributions payable by the group for the year |
139,289 | 109,052 | ||||||
|
|
|
|
18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
17 | Share capital |
2012 | 2011 | |||||||
£ | £ | |||||||
Allotted, called up and fully paid |
||||||||
422,765 A Ordinary shares of £1 each |
422,765 | 360,000 | ||||||
440,000 B Ordinary shares of £1 each |
440,000 | 440,000 | ||||||
600,000 C Ordinary shares of £1 each |
600,000 | | ||||||
|
|
|
|
|||||
1,462,765 | 800,000 | |||||||
|
|
|
|
On 19 May 2011, there was an increase in the A Ordinary share capital of 62,765 £1 shares.
On 4 October 2011, 300,000 C Ordinary shares of £1 each were issued for a total consideration of £300,000. On 20 March 2012, a further 300,000 C Ordinary shares of £1 each were issued for a total consideration of £300,000.
On a sale or return of capital, the A ordinary and B ordinary shares are paid £1 per share. The C ordinary shares are paid £1 per share plus a 10% return for every complete year since date of issue of the C ordinary shares. Any remaining surplus is then distributed to the A Ordinary and B Ordinary shares on a pro rata basis. None of the shares have a right of redemption. The preference shares have a right to a cumulative dividend of 10p per annum in respect of each share held. The other shares have no right to a dividend.
18 | Statement of movements on reserves |
Group | Revaluation reserve |
Profit and account |
||||||
£ | £ | |||||||
Balance at 1 April 2011 |
197,211 | (361,849 | ) | |||||
Profit for the financial year |
| 533,769 | ||||||
|
|
|
|
|||||
Balance at 31 March 2012 |
197,211 | 171,920 | ||||||
|
|
|
|
Company | Profit and account |
|||
£ | ||||
Balance at 1 April 2011 |
(1,435,455 | ) | ||
Loss for the financial year |
(1,381,704 | ) | ||
|
|
|||
Balance at 31 March 2012 |
(2,817,159 | ) | ||
|
|
19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
19 | Reconciliation of movements in shareholders funds |
Group | 2012 £ |
2011 £ |
||||||
Profit/(loss) for the financial year |
533,769 | (505,142 | ) | |||||
Proceeds from issue of shares |
662,765 | | ||||||
Other recognised gains and losses |
| 197,211 | ||||||
|
|
|
|
|||||
Net addition/(depletion in) to shareholders funds |
1,196,534 | (307,931 | ) | |||||
Opening shareholders funds |
635,362 | 943,293 | ||||||
|
|
|
|
|||||
Closing shareholders funds |
1,831,896 | 635,362 | ||||||
|
|
|
|
|||||
Company | 2012 | 2011 | ||||||
£ | £ | |||||||
Loss for the financial year |
(1,381,704 | ) | (997,931 | ) | ||||
Proceeds from issue of shares |
662,765 | | ||||||
|
|
|
|
|||||
Net depletion in shareholders funds |
(718,939 | ) | (997,931 | ) | ||||
Opening shareholders funds |
(635,455 | ) | 362,476 | |||||
|
|
|
|
|||||
Closing shareholders funds |
(1,354,394 | ) | (635,455 | ) | ||||
|
|
|
|
20 | Contingent liabilities |
Group
A cross guarantee exists between all group companies for all sums due to Clydesdale Bank PLC. At the year end, the group had contingent liabilities totalling £1,911,711 (2011£1,076,516) in respect of tender and performance bonds.
21 | Financial commitments |
At 31 March 2012 the group had annual commitments under non-cancellable operating leases as follows:
Other | ||||||||
2012 | 2011 | |||||||
£ | £ | |||||||
Expiry date: |
||||||||
Within one year |
407,535 | 283,707 | ||||||
Between two and five years |
444,186 | 1,199,721 | ||||||
|
|
|
|
|||||
851,721 | 1,483,428 | |||||||
|
|
|
|
At 31 March 2012 the company had annual commitments under non-cancellable operating leases as follows:
Other | ||||||||
2012 | 2011 | |||||||
£ | £ | |||||||
Expiry date: |
||||||||
Between two and five years |
16,800 | 16,800 | ||||||
|
|
|
|
20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
22 | Directors remuneration |
2012 | 2011 | |||||||
£ | £ | |||||||
Remuneration for qualifying services |
197,565 | 172,179 | ||||||
Company pension contributions to defined contribution schemes |
25,469 | 21,392 | ||||||
Directors fees |
73,483 | 53,922 | ||||||
|
|
|
|
|||||
296,517 | 247,493 | |||||||
|
|
|
|
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2011 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
Remuneration for qualifying services |
108,602 | 106,164 | ||||||
Company pension contributions to defined contribution schemes |
21,935 | 21,392 | ||||||
|
|
|
|
23 | Employees |
Number of employees
The average monthly number of employees (including directors) during the year was:
2012 | 2011 | |||||||
Number | Number | |||||||
Marketing and business development |
13 | 13 | ||||||
Administration |
22 | 21 | ||||||
Technical |
71 | 53 | ||||||
|
|
|
|
|||||
106 | 87 | |||||||
|
|
|
|
|||||
Employment costs | 2012 | 2011 | ||||||
£ | £ | |||||||
Wages and salaries |
4,320,247 | 3,500,455 | ||||||
Social security costs |
415,148 | 332,827 | ||||||
Other pension costs |
139,289 | 109,052 | ||||||
|
|
|
|
|||||
4,874,684 | 3,942,334 | |||||||
|
|
|
|
24 | Related party relationships and transactions |
Group and company
The company has taken advantage of the exemption available in FRS 8 Related party disclosures whereby it has not disclosed transactions with any wholly owned subsidiary undertaking.
21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
25 | Post balance sheet event |
On 5 July 2012 RigNet Inc. a company registered in the United Kingdom that provides managed remote communications solutions for the global oil and gas industry announced that they had agreed to acquire all of the issued and outstanding share capital of the Company, for £29.5m in cash with RigNet paying up to an additional £1.6m through to November 2012 upon satisfaction of certain post-closing events.
26 | Differences between United Kingdom and United States generally accepted accounting principles |
The Group prepares its financial statements in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP), which differ in certain respects from those principles that the Group would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The material differences between UK and US GAAP, which affect the consolidated financial statements, are described below, and their effect on the financial statements is summarised as follows:
Consolidated Statements of Profit / (Loss) and Balance Sheets
2012 | 2011 | |||||||
£ | £ | |||||||
Profit (Loss) on ordinary activities after taxation in accordance with UK GAAP |
533,769 | (505,142 | ) | |||||
|
|
|
|
|||||
US GAAP adjustments: |
||||||||
Goodwill amortization |
616,432 | 616,432 | ||||||
|
|
|
|
|||||
US GAAP adjustments before taxation |
616,432 | 616,432 | ||||||
Tax effect of US GAAP adjustments |
| | ||||||
|
|
|
|
|||||
US GAAP adjustments after taxation |
616,432 | 616,432 | ||||||
|
|
|
|
|||||
Profit / (Loss) on ordinary activities after taxation in accordance with US GAAP |
1,150,201 | 111,290 | ||||||
|
|
|
|
2012 | 2011 | |||||||
£ | £ | |||||||
Shareholders equity under UK GAAP |
1,831,896 | 635,362 | ||||||
Goodwill amortisation |
616,432 | 616,432 | ||||||
Cumulative effect of goodwill amortisation |
1,737,736 | 1,121,304 | ||||||
|
|
|
|
|||||
Shareholders equity under US GAAP |
4,186,064 | 2,373,09 | ||||||
|
|
|
|
(a) | £6,206,866 of goodwill, representing excess of the fair value of the consideration given over the fair value of the separable net asset acquired, was recognized in the consolidated financial statements for the acquisition of the entire issued share capital of the Companys subsidiary, NesscoInvsat Limited, in 2008. In accordance with UK GAAP requirements, this goodwill is being amortised over a period of ten years which is the period over which the directors believe the benefit will be received. |
22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2012
Nessco Group Holdings Limited
26 | Differences between United Kingdom and United States generally accepted accounting principles (continued) |
Under US GAAP and more specifically in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations, this goodwill should not be amortised, but should be tested, at least annually, for impairment at the reporting unit level. As a result of the variance in UK and US GAAP, a reconciling difference has been shown in the Consolidated statements of loss and deficit and balance sheets for the fiscal years 2012 and 2011, respectively.
Consolidated Statement of Cash Flows
There are no material differences between cash or funds flows reported in the primary financial statements and cash flows under UK GAAP that would be reported in a statement of cash flows prepared in accordance with accounting principles generally accepted in the United States.
23