TIDMCYAN

RNS Number : 9501F

Cyan Holdings Plc

31 May 2013

Cyan Holdings plc

("Cyan or "the Company")

Preliminary Results

for the year ended 31 December 2012

Cyan Holdings plc (AIM: CYAN.L), the integrated system design company delivering wireless solutions for lighting control, utility metering and industrial telemetry announces its audited preliminary results for the year ended 31 December 2012.

Key achievements

   --     Significant progress on Tamil Nadu Electricity Board tender 
   --     Appointment of telecoms and smart metering expert John Cronin as Executive Chairman 

-- Strategic partnership with Larsen & Toubro to provide Indian utility customers with Advanced Metering Infrastructure ("AMI") solutions

   --     Substantial metering order of over US$1M from Indian partner 

-- Deployment of smart metering pilots with leading integrated power company in Mumbai and for Power Grid Corporation of India in Puducherry

-- Equity fund raisings during the year of GBP3.8M before expenses (including GBP1.7M from the placing in December 2011 which was concluded in January 2012)

Financial highlights

   --     Decrease in revenue during 2012 to GBP315,194 (2011: GBP455,591) 
   --     Operating loss for the year reduced to GBP3,103,622 (2011 restated: GBP3,575,000) 
   --     Cash balance at end of year GBP1,618,574 (2011: GBP364,590) 

Post period end highlights

-- Operations established in India to drive and support future growth, including hire of Country Manager

   --     Deployment of AMI pilot with large public utility in the north of India 

-- Equity fund raising of GBP1M before expenses in April 2013 to strengthen balance sheet and fund continued expansion of operations

John Cronin, Executive Chairman of Cyan, commented:

"By the end of 2012, Cyan had successfully positioned itself as a low cost, low power wireless solutions provider for the rapidly growing Machine to Machine (M2M) markets. We have created many smart metering opportunities in India through our eco-system programme which includes strategic partners both at a meter manufacturer and system integrator level, thus giving us first mover advantage in deploying many pilots throughout the country. This now offers Cyan an opportunity to deliver significant revenue growth, both in India and other emerging markets worldwide."

Enquiries:

 
 Cyan Holdings plc                  www.cyantechnology.com 
  John Cronin, Executive Chairman    Tel: +44 (0) 1954 234 400 
 Cenkos Securities plc              Tel: +44 (0)20 7397 8900 
  NOMAD and Joint Broker 
  Stephen Keys / Adrian Hargrave     Tel: 044 (20) 7101 7070 
 
  XCAP Security plc 
  Joint Broker 
  Jon Belliss / Adrian Kirk 
 Walbrook PR (Financial PR)         Tel: +44 (0)20 7933 8780 
  Bob Huxford/Paul Cornelius 
 

Chairman's Statement

Operational Review

At the beginning of 2012, it was the Board's view that shareholder interests were best served by focussing our limited resources on doing everything possible to ensure our meter manufacturer partners are awarded a significant share of the 1.5 million unit Tamil Nadu Electricity Board ("TNEB") tender, which is the first part of an overall program to install/replace 18 million meters. This opportunity continues to represent a potentially significant turning point for the Company and will strengthen our position to establish Cyan's Automated Meter Reading ("AMR") and Advanced Metering Infrastructure ("AMI") solutions as the market standard in India.

In February 2012, Cyan continued to strengthen its strategic partnerships in the Indian energy market with the announcement that it was entering into a Strategic Partnership Agreement with Larsen & Toubro ("L&T"). L&T is a recognised leader in the energy and utilities sector with proven products and a Tier 1 reputation. The alliance with Cyan was to enable L&T to offer an 865MHz interoperable smart metering solution to a number of projects identified in India and this has been the case.

In May 2012, we announced receipt of an order exceeding US$1M, from a major metering customer in India. After the successful integration of CyLec(R) products, the customer placed the order to fulfil several projects across a range of utilities. Due to delays, in particular with the TNEB tender process, we announced in December that fulfilment of this order will now be in 2013.

During the second quarter of 2012, we announced the submission deadline for the TNEB tender for 1.5 million units and that five meter manufacturers had submitted samples based on Cyan's CyLec(R) solution. By June, four of the Cyan partners had been formally authorised to advance to the next stage of the tender, installation of 500 unit pilots in Trichy (Tiruchirappalli). Throughout September and October, Cyan continued to support the partners including working with them on the ground in Trichy as well as from Cambridge to ensure the pilots were successfully installed. After the pilots were installed and commissioned, TNEB began evaluations, including on site meter readings. Cyan's technology performed reliably, the technical field trials in Trichy are now complete and we believe our solution is very well placed to result in orders for our meter manufacturer partners. As TNEB is a public utility, it is required to comply with the Indian government tendering regulations to ensure that the decision is arrived at in a fully transparent manner and given the substantial monies involved in this tender, the tender attribution decision has been delayed. As Cyan is not directly tendering to TNEB, we were asked by our meter manufacturer partners in the second half of 2012 to limit the updates on the tender process we put into the public domain (through RNS) in order to protect their competitive positions and after taking local advice we have endeavoured to comply with this request. The TNEB tender document states that inter-operability is required (ie. TNEB can buy meters from multiple suppliers and they will seamlessly work together). Based upon the companies that have bid on the TNEB tender and deployed pilots in Trichy, our view is that the Cyan enabled meters are the only way to achieve the tender specification regarding inter-operability.

In December 2012, we announced that another strategic meter manufacturer partner had deployed Cyan's AMI solution as a pilot for a leading integrated power company in Mumbai. The pilot involved deploying single and three phase CyLec(R) enabled meters in Mumbai for evaluation by the power company for three to six months.

Since I joined Cyan in March 2012, the Company has made significant progress on the TNEB tender and we believe our solution is very well placed and should result in significant orders for our meter manufacturer partners over the very near term. However, the TNEB tender process has admittedly taken much longer than either the Company, or our local meter manufacturer partners, had projected. Furthermore, as our product development and sales management efforts have been heavily focussed on supporting our local partners on this tender, as well as developing the electricity metering business overall in India, our lighting revenues in China have inevitably declined. This is reflected in revenues for the period of GBP315,194 versus GBP455,591 for the corresponding period last year and I recognise that shareholders might have expected further progress on this front.

Metering

Cyan's focus has been dominated by the Indian smart metering market with its key strategy of building key strategic partnerships and supporting its meter manufacturing partners on pilot projects. The Indian market is undoubtedly a huge opportunity for the Company, with an estimated 120-200 million meters that need to be installed/replaced over the next 10 years as well as the Indian utilities' pressing need to reduce losses due to theft of electricity.

One of the obstacles the utilities face is collecting data from millions of meters deployed in rapidly growing and typically unplanned urban conditions. It is often problematic trying to locate and gain physical access to the meters and the process is at best slow or error prone. Cyan's AMR and AMI solutions address these key issues by providing high quality and timely information from each meter. Cyan's 865MHz based solution has been specifically designed to cope with demanding specifications such as a communication range of more than 60 meters and to be able to be read through concrete walls in order to cope with the dense urban conditions in India. In comparison, a 2.4GHz Zigbee solution has been observed to struggle to achieve a reliable communication range greater than 30 meters in the same challenging conditions.

India's transmission and distribution losses are among the highest in the world. When non-technical losses such as energy theft are included in the total, these losses increase to as high as 65% in some Indian States against an overall average of 30%-40%. The financial loss has been estimated at 1.7% of the national GDP. To address the issue of Aggregate Transmission and Commercial (AT&C) losses, the Government of India implemented an Accelerated Power Development Reforms Programme (APDRP). Its key objectives were to reduce AT&C losses, improve customer satisfaction, introduce greater transparency and improve the financial viability of the State Distribution Companies (SDCs). It was against this backdrop that the Restructured APDRP (R-APDRP) was conceived in September 2008 for the 11th Five Year Plan (2007-12). The tender that Cyan's meter manufacturer partners are bidding for in Tamil Nadu is funded under this R-APDRP program. Monies are provided by the Indian Government as loans for the provision of advanced metering solutions and once in place, the loans are converted into grants.

With a number of the leading meter manufacturer partners in India now offering CyLec(R) enabled smart meters, Cyan has a strong foothold in the Indian market. In November, we announced that one of our partners was participating in a high profile smart grid project in Puducherry, India. The smart grid pilot project is being led by the Power Grid Corporation of India Limited (PGCIL), a government of India enterprise. The project was to install an AMI solution in houses throughout Puducherry to support the electricity department's objective to save power.

Cyan provides a platform product (CyLec(R)) to enable deployment of AMI. AMI is an architecture for automated end-to-end two way communications between a utility company and electricity meters (smart meters). The CyLec(R) solution provides utilities with real time data about power consumption and allows customers to make informed choices about energy usage based on price at time of use. The Cylec(R) solution includes hardware and software to enable this communication and allows easy interfacing to existing meter data management (MDMS), billing systems and other Smart Grid infrastructure monitoring tools within the utility such as outage detection and load management. Consumer meter tamper and electricity theft detection features are included and this helps utilities ensure they collect revenue for electricity that is used by consumers. The CyLec(R) solution has been proven to be easy to integrate to existing meters from various metering companies to upgrade them to be AMI compatible smart meters.

Lighting

Cyan has continued to receive small lighting orders in China during the year. As explained above, the Board determined in early 2012 that shareholders' interests were best served by focussing the Company's limited resources on metering in India and therefore progress on lighting has been disappointing, which has in turn resulted in lower overall revenues for 2012.

Machine to Machine ("M2M")

Cyan's technology allows networked devices to exchange information and perform actions without the manual assistance of humans. This automated communication between devices comes under a broad label of Machine to Machine ("M2M") or the 'Internet of Things'. Our target markets, wireless metering and lighting control, are two applications of this type of communication. However, M2M is used in telemetry, data collection, remote control, robotics, remote monitoring, status tracking, road traffic control, offsite diagnostics and maintenance, security systems, logistic services, fleet management, telemedicine, as well as smart metering and lighting control.

Cyan provides technology and is a service provider delivering the global, wireless mesh networks specifically designed for M2M communications.

Financial Review

During 2012, Cyan announced its involvement in a number of pilot projects which demonstrated significant progress towards the adoption of our metering products in India. Our focus was to ensure we had the products and resource to support our partners. Furthermore, demand for AMI products required increased development work to integrate Cyan's AMI solution into the high level systems.

Despite this operational progress, commercial orders remained below the level required to sustain the business. In 2012, the company raised approximately GBP3.8 million before expenses, by way of share placings (including GBP1.7M from the placing in December 2011 which was concluded in January 2012). In addition to the placings the company received a total of GBP271k from the exercise of warrants during the second half of the year. This income provided the Company incremental financial resources for general working capital, customer support activities in India and further development to integrate Cyan's AMI solution into high level enterprise software.

Revenue decreased from GBP455,591 in 2011 to GBP315,194 in 2012. Operating loss for the year ended 31 December 2012 was GBP3,103,622 (2011 restated: GBP3,575,000) and net loss decreased to GBP2,876,772 (2011 restated: GBP3,227,077). This was predominantly due to decreased staff costs. Cash at year end was GBP1,618,574 (2011: GBP364,590).

In April 2013, the company announced that it had raised a further GBP1 million before expenses. The Board felt that this additional funding was crucial not only to support the expansion of activities into India, but also to strengthen the balance sheet at a key time in the tender process of TNEB. Included in this placing was an issue of a further 74,444,444 warrants with an exercise price of 0.65 pence per share, however shareholder approval of this warrant issue will be sought at the Company's AGM in June 2013.

Board Changes

"It was with great sorrow that the board learned of the death of Kenn Lamb, formerly CEO of the company, on 5 July 2012 after a long illness. Kenn had received successful treatment over a number of years but in 2010 and 2011 needed further treatment, operations and hospitalisation which increasingly affected his mobility and ability to lead Cyan. As a result he gave notice of resignation and stepped down at the beginning of 2012.

Kenn initially became involved with Cyan as a consultant in October 2006 reviewing the strategy, products and sales organisation. In March 2007 he was offered the position of CEO to implement his proposals, and accepted. The initial micro-controller focus of the company changed to supplying modules but it became apparent that the real opportunity was as a supplier of bespoke 'smart' systems solutions. Building on the market knowledge gained through presence in China an RF mesh solution for street lighting was developed and deployed in several pilots. However further commercial engagement was extremely slow and when interest was seen for applications in smart metering the focus of product and market development was changed and, along with this the company began to develop a presence in India. This has now grown to implementation of several major pilots and a leading position in bidding on supply for a large utility in the SE of India. It is sad that Kenn will not see the outcome of this major strategy evolution.

Kenn showed energy and compassion in his leadership. He was a 'larger than life' charismatic character and always a pleasure to work with. He is much missed by the company and more so by his wife, and young family. Our thoughts continue to be with them as they grow up without him."

John Read, Former Chairman of Cyan

Outlook

At the time of preparation of this report to shareholders, I am disappointed that we have not been able to announce the award of the TNEB tender to Cyan's meter manufacturer partners. As noted above, the tender is now at an advanced stage and all the technical evaluations are complete. Based on Cyan's interoperable solution, our meter manufacturer partners are very well placed to be awarded this tender, which will then in turn give them a strong position for the second and larger tender, that we understand will follow on shortly afterwards.

The award of the TNEB tender to Cyan's partners will be transformational in terms of our competitive position in the Indian metering market as well as putting Cyan on a solid financial foundation. The Cyan Board continues to believe that it's in shareholders' interest to focus resources on the Indian metering market and as I stated in my first report back in September 2012, I appreciate the continued patience of shareholders and continue to look forward to delivering them outstanding value.

John Cronin

Executive Chairman

30 May 2013

 
 Consolidated income statement 
  For the year ended 31 December 2012     Note                2012                2011 
--------------------------------------  ------      --------------      -------------- 
                                                               GBP                 GBP 
                                                                            (Restated) 
                                                                                 (note 
                                                                                    6) 
--------------------------------------  ------      --------------      -------------- 
 Continuing operations 
--------------------------------------  ------      --------------      -------------- 
 
 Revenue                                                   315,194             455,591 
--------------------------------------  ------      --------------      -------------- 
 
 Cost of sales                                           (203,654)           (321,477) 
--------------------------------------  ------      --------------      -------------- 
 
 Gross profit                                              111,540             134,114 
--------------------------------------  ------      --------------      -------------- 
 
 Research and development costs                        (1,141,005)         (1,865,982) 
--------------------------------------  ------      --------------      -------------- 
 Other operating costs                                 (2,074,157)         (1,843,132) 
--------------------------------------  ------      --------------      -------------- 
 
  Operating loss                                       (3,103,622)         (3,575,000) 
--------------------------------------  ------      --------------      -------------- 
 
 Investment revenue                                          4,091               2,146 
--------------------------------------  ------ 
 Finance costs                                                 (3)                 (7) 
--------------------------------------  ------      --------------      -------------- 
 
 Loss before tax                                       (3,099,534)         (3,572,861) 
--------------------------------------  ------      --------------      -------------- 
 
 Tax                                                       222,762             345,784 
--------------------------------------  ------      --------------      -------------- 
 
 Loss for the year                                     (2,876,772)         (3,227,077) 
--------------------------------------  ------      ==============      ============== 
 
 Loss per share (pence) 
--------------------------------------  ------ 
 Basic                                     3                 (0.1)               (0.3) 
--------------------------------------  ------      ==============      ============== 
 Diluted                                   3                 (0.1)               (0.3) 
--------------------------------------  ------      ==============      ============== 
 

Consolidated Statement of Comprehensive Income

 
 
 
 For the year ended 31 December 
  2012                                                2012                2011 
------------------------------------------  --------------      -------------- 
                                                       GBP                 GBP 
                                                                    (Restated) 
                                                                         (note 
                                                                            6) 
 -----------------------------------------  --------------      -------------- 
 
  Loss for the year                            (2,876,772)         (3,227,077) 
------------------------------------------  --------------      -------------- 
 Exchange differences on translation 
  of foreign operations                            113,540            (34,104) 
------------------------------------------  --------------      -------------- 
 
 Total comprehensive income for 
  the period                                   (2,763,232)         (3,261,181) 
------------------------------------------  ==============      ============== 
 
 

Consolidated balance sheet

At 31 December 2012

 
                                            Note                2012               2011 
                                                                 GBP                GBP 
                                                                             (Restated) 
                                                                               (note 6) 
----------------------------------------  ------  ---  -------------      ------------- 
 
 Non-current assets 
  Intangible assets                                                -                  - 
----------------------------------------  ------  --- 
 Property, plant and equipment                                 8,990             29,843 
------------------------------------------------  ---  -------------      ------------- 
 
                                                               8,990             29,843 
 -----------------------------------------------  ---  -------------      ------------- 
 
 Current assets 
----------------------------------------  ------  ---  -------------      ------------- 
 Inventories                                               1,024,241            973,577 
------------------------------------------------  ---  -------------      ------------- 
 Trade and other receivables                                 333,022            562,182 
------------------------------------------------  ---  -------------      ------------- 
 Cash and cash equivalents                                 1,618,574            364,590 
------------------------------------------------  ---  -------------      ------------- 
                                                           2,975,836          1,900,349 
 -----------------------------------------------  ---  -------------      ------------- 
 Total assets                                              2,984,826          1,930,192 
------------------------------------------------  ---  =============      ============= 
 
 Current liabilities 
----------------------------------------  ------  ---  -------------      ------------- 
 Trade and other payables                                    287,772            349,126 
------------------------------------------------  ---  -------------      ------------- 
  Total liabilities                                          287,772            349,126 
------------------------------------------------  ---  ------------- 
 Net assets                                                2,697,054          1,581,066 
------------------------------------------------  ---  =============      ============= 
 
 
 Equity 
----------------------------------------  ------  ---  -------------      ------------- 
 Share capital                                     4         232,681          2,385,401 
------------------------------------------------  ---  -------------      ------------- 
 Share premium account                                    27,779,215         21,654,936 
------------------------------------------------  ---  -------------      ------------- 
 Own shares held                                           (808,856)          (690,191) 
------------------------------------------------  ---  -------------      ------------- 
 Share option reserve                                        776,190            749,865 
------------------------------------------------  ---  -------------      ------------- 
 Translation reserve                                       (214,817)          (328,358) 
------------------------------------------------  ---  -------------      ------------- 
 Retained earnings                                      (25,067,359)       (22,190,587) 
------------------------------------------------  ---  -------------      ------------- 
 
 Total equity being equity attributable 
  to owners of the Company                                 2,697,054          1,581,066 
------------------------------------------------  ---  =============      ============= 
 
 

Consolidated Statement of Changes in Equity

At 31 December 2012

 
 
                                                                                                                              Share 
                                       Share                                       Share                  Own shares         Option                                    Retained         Total 
                                     Capital                                     Premium                        held        Reserve          TranslationReserve          Losses        Equity 
                    Notes                GBP                                         GBP                         GBP            GBP                         GBP             GBP           GBP 
 Balance at 31 
  December 
  2010 (as 
  previously 
  reported)                        1,847,666                                  20,378,625                   (690,191)        476,999                   (294,254)    (19,204,395)     2,514,450 
 Prior year 
  adjustment            6                  -                                   (310,713)                           -         69,828                           -         240,885             - 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Balance at 31 
  December 
  2010 (restated)                  1,847,666                                  20,067,912                   (690,191)        546,827                   (294,254)    (18,963,510)     2,514,450 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Loss for the 
  year                                     -                                           -                           -              -                           -     (3,227,077)   (3,227,077) 
 Other 
  comprehensive 
  income for the 
  year                                     -                                           -                           -              -                    (34,104)               -      (34,104) 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Total 
  comprehensive 
  income for the 
  year                                     -                                           -                           -              -                    (34,104)     (3,227,077)   (3,261,181) 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Issue of share 
  capital                            537,735                                   1,587,024                           -              -                           -               -     2,124,759 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Credit to equity 
  for share 
  options                                  -                                           -                           -        203,038                           -               -       203,038 
 Balance at 31 
 December 
 2011 (restated)                   2,385,401                                  21,654,936                   (690,191)        749,865                   (328,358)    (22,190,587)     1,581,066 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Balance at 31 
  December 
  2011 (as 
  previously 
  reported)                        2,385,401                                  21,965,649                   (690,191)        604,536                   (328,358)    (22,355,971)     1,581,066 
 Prior year 
  adjustment            6                  -                                   (310,713)                           -        145,329                           -         165,384             - 
 Balance at 31 
  December 
  2011 as 
  restated                         2,385,401                                  21,654,936                   (690,191)        749,865                   (328,358)    (22,190,587)     1,581,066 
 Loss for the 
  year                                     -                                           -                           -              -                           -     (2,876,772)   (2,876,772) 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Other 
  comprehensive 
  income for the 
  year                                     -                                           -                           -              -                     113,541               -       113,541 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Total 
  comprehensive 
  income for the 
  year                                     -                                           -                           -              -                     113,541     (2,876,772)   (2,763,231) 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Issue of share 
  capital                            114,781                                   3,856,778                   (118,665)              -                           -               -     3,852,894 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Capital 
  Restructure                    (2,267,501)                                   2,267,501                           -              -                           -               -             - 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Credit to equity 
  for share 
  options                                  -                                           -                           -         26,325                           -               -        26,325 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 Balance at 31 
  December 
  2012                               232,681                                  27,779,215                   (808,856)        776,190                   (214,817)    (25,067,359)     2,697,054 
                           -----------------  ------------------------------------------  --------------------------  -------------  --------------------------  --------------  ------------ 
 

Consolidated cash flow statement

For the year ended 31 December 2012

 
                                                Notes          2012          2011 
--------------------------------------------  -------  ------------  ------------ 
                                                                GBP           GBP 
--------------------------------------------  -------  ------------  ------------ 
 Net cash outflow from operating activities    5        (2,765,349)   (3,177,846) 
--------------------------------------------  -------  ------------  ------------ 
 
 Investing activities 
--------------------------------------------  -------  ------------  ------------ 
 Interest received                                            4,091         2,146 
--------------------------------------------  -------  ------------  ------------ 
 Purchases of property, plant and equipment                 (4,919)      (29,782) 
--------------------------------------------  -------  ------------  ------------ 
 Net cash used in investing activities                        (828)      (27,636) 
--------------------------------------------  -------  ------------  ------------ 
 
 Financing activities 
--------------------------------------------  -------  ------------  ------------ 
 Interest paid                                                  (3)           (7) 
--------------------------------------------  -------  ------------  ------------ 
 Proceeds on issue of shares                              4,185,627     2,225,862 
--------------------------------------------  -------  ------------  ------------ 
 Share issue costs                                        (296,094)     (101,103) 
--------------------------------------------  -------  ------------  ------------ 
 Net cash from financing activities                       3,889,530     2,124,752 
--------------------------------------------  -------  ------------  ------------ 
 
 Net increase / (decrease) in cash and 
  cash equivalents                                        1,123,353   (1,080,730) 
--------------------------------------------  ------- 
 Cash and cash equivalents at beginning 
  of year                                                   364,590     1,484,437 
--------------------------------------------  ------- 
 Effect of foreign exchange rate changes                    130,631      (39,117) 
--------------------------------------------  -------  ------------  ------------ 
  Cash and cash equivalents at end of 
   year                                                   1,618,574       364,590 
--------------------------------------------  -------  ============  ============ 
 

Notes to the Financial Information

For the year ended 31 December 2012

   1.    General information 

Cyan Holdings plc is a Company incorporated in the England and Wales under the Companies Act 2006. The address of the registered office is Cyan Holdings plc, Buckingway Business Park, Swavesey CB24 4UQ.

The preliminary announcement is based on the financial statements which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2012 or 2011, but is derived from those accounts. Statutory accounts for 2011 have been delivered to the Registrar of Companies and those for 2012 will be delivered following the company's annual general meeting. The auditors have reported on those accounts: their reports were unqualified and did not contain statements under s498 (2) or (3) Companies Act 2006 or equivalent preceding legislation but did contain an emphasis of matter concerning the uncertainties around the Group's ability to continue as a going concern. While the financial information included in this preliminary announcement has been prepared in accordance with the measurement and recognition criteria of IFRS, this announcement itself does not contain sufficient information to comply with IFRS. The company expects to publish full financial statements that comply with IFRS, as adopted by the EU, a copy of which will be posted to the shareholders.

The financial statements were approved by the Board of Directors on 30 May 2013 and authorised for issue. The Group's specific IFRS accounting policies can be found in the 2011 annual report.

Going concern

The directors have prepared a business plan and cash flow forecast for the period to 31 December 2014 which, together, represent the directors' best estimate of the future development of the Group. The forecast contains certain assumptions, the most significant of which are the level and timing of sales and the gross margin on those sales, together with the need to secure additional finance in order to fund working capital within the next twelve months.

At the time of the preparation of these financial statements, the sales forecast includes a potential large contract with an Indian utility customer (Tamil Nadu Electricity Board or TNEB). The TNEB tender has been issued for 1.5M units and the directors believe that the Group is well placed to be awarded contracts (through local meter manufacturer partners) for the majority, or possibly all of the tender. If successful, the directors believe that delivery on the tender would commence in Q3 2013 and that this contract would be transformational for the Group in terms of both customer and shareholder perception. The directors' understanding is that TNEB have plans to install/replace 18M meters over a multi-year period and further tenders towards this goal will be issued in the second half of 2013. However the variables are such that there is a material uncertainty that forecast sales will be achieved. The Group has other sales opportunities in the pipeline (including multiple installed pilots in India) that are being progressed in parallel.

The directors have recognised that the Group is trading principally in two emerging country markets, namely India and China. These markets have an inherent level of uncertainty associated with them and this may result in the predicted level of sales not being achieved and/or the timing of orders being delayed, as has been the case for the Group in the past. The directors have taken reasonable steps to satisfy themselves about the robustness of sales forecasts but acknowledge that the timing of customer orders in the Group's target markets is inherently uncertain. This may impact both the Group's ability to generate positive cash flow and to raise new finance. Consequently, there is a significant risk that the level of sales achieved is materially lower than the forecast or at materially lower margins. These constitute material uncertainties.

At the Group's General Meeting held on 2 August 2012, resolutions were passed to: (i) complete placings of GBP2.1 million (before expenses) through the issue of 603 million new ordinary shares; and (ii) issue 301 million warrants to the placees that have an exercise price of 0.5p and a 12 month exercise window until 1 August 2013. If exercised in full, the warrants would provide the Group with additional funding of GBP1.5 million (before expenses). Given the commercial prospects at the time of the preparation of this report (particularly TNEB described above), the directors consider that the Group has a good opportunity to see the share price remain above 0.5p before 1 August 2013 and therefore benefit from the exercise of the warrants. At the time of writing this report a total of 87 million of these warrants have been exercised, raising a total of GBP433k of additional funds. In addition to this in April 2013 the Board announced that it had raised GBP1 million before expenses to support the expansion of operations in India and strengthen the balance sheet.

If, however the share price is at or below 0.5p on 1 August 2013, it is likely that the remainder of the warrants will not be exercised and the Group may need additional funding from another source. There remains a significant risk that the required level of funding will not be received in the necessary timescales or at all. This constitutes a material uncertainty.

Notwithstanding the material uncertainties described above, the directors have a reasonable expectation that the Group and Company can continue to meet their liabilities as they fall due, for a period of at least 12 months from the date of approval of this report. Accordingly, they have prepared these financial statements on the going concern basis.

The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. In the event the Group ceased to be a going concern, the adjustments would include writing down the carrying value of assets, including inventories, to their recoverable amount and providing for any further liabilities that might arise.

   2.    Dividends 

The directors do not recommend the payment of a dividend (2011: GBPnil). The Group has no plans to adopt a dividend policy in the immediate future and all funds generated by the Group will be invested in the further development of the business, as is normal for a company operating in this industry sector and at this stage of its development.

   3.    Earnings per share 

The calculation of the basic and diluted earnings per share is based on the following data:

Earnings

 
                                                     2012         2011 
------------------------------------  -----  ------------   ---------- 
                                                      GBP          GBP 
------------------------------------  -----  ------------   ---------- 
 
 Earnings for the purposes of basic 
  earnings per share being net loss 
  attributable to equity holders of 
  the parent                                    2,872,772    3,227,077 
------------------------------------------  =============   ========== 
 
 

Number of shares

 
                                                               2012            2011 
-------------------------------  -----------------  ---------------   ------------- 
                                                                No.             No. 
-------------------------------  -----------------  ---------------   ------------- 
 
 Weighted average number of 
  ordinary shares for the purposes 
  of basic and diluted earnings 
  per share                                           2,297,507,867      1,021,124,228 
--------------------------------------  -----------  ==============   ================ 
 
 
 
   4.   Share capital 
 
                                             2012        2011 
--------------------------------------- 
                                              GBP         GBP 
--------------------------------------- 
 Issued and fully paid: 
--------------------------------------- 
 2,326,805,503 ordinary shares of 
  0.01 pence each (2011: 1,192,700,288 
  ordinary shares of 0.2 pence each)      232,681   2,385,401 
---------------------------------------  ========  ========== 
 
 
 
 

5. Notes to the consolidated cash flow statement

 
                                                                 2012          2011 
---  ------------------------------------------  ----  --------------  ------------ 
                                                                  GBP           GBP 
                                                                         (Restated) 
                                                                           (note 6) 
-----------------------------------------------  ----  --------------  ------------ 
  Operating loss for the year                             (3,103,622)   (3,575,000) 
 ------------------------------------------------      --------------  ------------ 
 
 Adjustments for: 
-----------------------------------------------  ----  --------------  ------------ 
  Depreciation of property, plant and 
   equipment                                                   24,993        28,690 
 ------------------------------------------------      --------------  ------------ 
  Share-based payment expense                                (10,314)       203,038 
 ------------------------------------------------      -------------- 
 
 Operating cash flows before movements 
  in working capital                                      (3,088,943)   (3,343,272) 
-----------------------------------------------  ----  --------------  ------------ 
 
  Increase in inventories                                    (50,664)     (100,654) 
 ------------------------------------------------      --------------  ------------ 
  Decrease / (increase) in receivables                         98,436     (116,848) 
 ------------------------------------------------ 
  (Decrease)/increase in payables                            (61,355)        65,255 
 ------------------------------------------------      --------------  ------------ 
 Cash reduced by operations                               (3,102,526)   (3,495,519) 
-----------------------------------------------  ----  --------------  ------------ 
 
  Income taxes received                                       337,177       317,673 
 ------------------------------------------------ 
 
 Net cash outflow from operating activities               (2,765,349)   (3,177,846) 
-----------------------------------------------  ----  --------------  ------------ 
 
 

Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with maturity of three months or less.

6. Restatement of prior periods

The financial statements include a prior period restatement in relation to the treatment of warrants issued in prior periods. In prior periods, these warrants were accounted for in accordance with IFRS 2 Share based payments.

In the restated financial statements, these warrants have been accounted for based on the agreement in place as follows:

-- For warrants issued to placees as part of an equity fund raising where no service has been, or will be provided to Cyan, these are outside the scope of IFRS2, and no charge is recorded in the income statement; and

-- For warrants issued to service providers as part of the consideration payable to them, these are within the scope of IFRS2, and the total fair value of the warrants is spread over the related service period, or expensed immediately if the service has already been received. For service provided in connection with share issues, the expenses are recorded against share premium.

 
 Consolidated income statement (extracts) 
                                                       2011           2011           2011 
                                                        GBP            GBP            GBP 
                                                as reported     adjustment       restated 
 
 Other operating costs                            1,767,631         75,501      1,843,132 
                                             --------------  -------------  ------------- 
 
 Operating loss                                   3,499,499         75,501      3,575,000 
 
 Loss before tax                                  3,497,360         75,501      3,572,861 
 
 Loss for the year                                3,151,576         75,501      3,227,077 
-------------------------------------------  --------------  -------------  ------------- 
 
 Consolidated statement of comprehensive income 
  (extracts) 
                                                       2011           2011           2011 
                                                        GBP            GBP            GBP 
                                                as reported     adjustment       restated 
 
 Loss for the year                                3,151,576         75,501      3,227,077 
 
 Total comprehensive income for 
  the period                                      3,185,680         75,501      3,261,181 
 
 
 Consolidated balance sheet (extracts) 
                                                       2011           2011           2011 
                                                        GBP            GBP            GBP 
                                                as reported     adjustment       restated 
 Equity 
 Share premium account                           21,965,649      (310,713)     21,654,936 
 Share option reserve                               604,536        145,329        749,865 
 Retained earnings                               22,355,971      (165,384)     22,190,587 
 
 
   Company balance sheet (extracts) 
                                                       2011           2011           2011 
                                                        GBP            GBP            GBP 
                                                as reported     adjustment       restated 
 Non-current assets 
 Investment in subsidiaries                         607,858      (240,885)        366,973 
 
 Equity 
 Share premium account                           21,965,649      (310,713)     21,654,936 
 Share option reserve                               604,536        145,329        749,865 
 Retained earnings                               23,984,988         75,501     24,060,489 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR BLGDUGDXBGXG

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