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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Cloudcall Group Plc | LSE:CALL | London | Ordinary Share | GB00B4XS5145 | ORD 20P |
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TIDMZEN
RNS Number : 1547X
Zenergy Power PLC
10 February 2012
Zenergy Power plc
Audited preliminary results for the year ended 31 December 2011.
Highlights
-- Exit from cash-hungry superconductivity operations completed -- Revised strategy focusing on non-Superconducting mFCL product in place -- Orders for mFCLs anticipated during 2012 -- Continuing operating loss of GBP3.2m before impairment charge -- Year end cash reserves of GBP5.3m -- Accounts are now reported in Sterling -- 2010 and 2009 comparatives restated in Sterling from Euros
Chairman's statement
As expected the results for the year show a significant loss of GBP20.6million which includes the loss of GBP10.5million from the Group's discontinued German superconducting operation and an impairment charge of GBP7.9million (less related tax credit of GBP0.6million). Before which, the loss from continuing operations was GBP2.7million (2010: GBP3.8million).
Cash and net liquid resources at 31 December 2011 is GBP5.3million (2010: GBP13.6million).
Following our appointment to the Board of Zenergy in April 2011, the current Directors' focus has been on stabilising the business and halting the long term decline in shareholder value whilst at the same time laying a foundation for re-building the business in future years.
Zenergy's challenges were well understood and the initial months were spent in seeking strategic partnerships with numerous global players to support the funding required to bring the Group's core products to market, while in parallel, investigating all alternative commercial and strategic strategies that would either reduce cash burn or assist in raising further cash. We received considerable interest in the Magnetic Fault Current Limiter technology whereas some of Zenergy's other products were less well received.
This process confirmed there were significant commercial questions around Zenergy's ability to deliver superconductor technology; notably the time and further investment still necessary to reach full commercialisation. This, together with the on-going running costs of the superconducting operations, was such that the Board concluded the pursuit of superconductor technology was not commercially feasible for Zenergy.
Other than the mFCL technology, Zenergy's product portfolio was largely tied to the success of its superconductor technology.
As a result, the Board decided to focus on the mFCLs and not to continue to support the German based superconductor technology. Zenergy Power GmbH entered into administration on 22 September 2011. A full and final settlement was reached with the Administrator of Zenergy Power GmbH on 22 December 2011 in which all obligations between Zenergy GmbH and the rest of the Group were settled for a one-off payment of EUR150,000 to the administrator. No other claims are anticipated in respect of Zenergy Power GmbH ceasing to trade.
In addition to the above the Board negotiated a 10 year royalty from any sales derived from the 2G HTS wire programme should it be successfully developed and commercialised.
Our US and Australian business units, who are responsible for mFCL development, had for some time believed that it was possible to manufacture lower voltage mFCLs using simple copper magnets, but this was not pursued by the previous board due to its focus on superconducting technology.
Once tests on non-superconducting mFCLs were approved, it soon became apparent that it was possible to design mFCLs with simple copper magnets for all voltage classes up to, and including, transmission voltages and in autumn 2011 a small prototype was built and successfully tested.
In addition to the acknowledged strengths of the superconductive FCL's, the new, non-superconductive generation FCL's have a number of specific advantages over its superconducting equivalent;
-- Technology that is understood by GRID operators; iron with copper magnets:
-- Robust design; they run at ambient temperature so no cooling needed:
-- Cheaper to build; 50% of the cost of the equivalent superconducting mFCL:
-- Smaller footprint; For 11kv, total footprint reduced from 32 m(2) to 10 m(2) :
-- Simpler and quicker to build; reduced turnaround time:
-- Essentially maintenance free; similar operating and maintenance profile as transformers:
-- Efficiency of design means that at lower voltages the new mFCL consumes less energy:
These improvements represent a step change in the commercial prospects of the mFCL program. Indeed, during the last few months there have been promising initial discussions with over a dozen potential customers in US, Australia, Europe and Russia.
Whilst, at the time of writing, there are no firm orders in place, the Board currently believes that a number of these discussions should develop into profitable orders sometime in the course of 2012.
In the meantime, a previously sold superconductive mFCL is in the course of being installed in the UK grid and discussions are continuing to deliver a previously specified superconductive mFCL which could also be installed in the UK grid in 2012.
Whilst the Board is excited about the level of interest it has seen in the new non-superconducting mFCLs, it remains mindful of the risks facing the Group and so will continue to keep the commercial progress and remaining resources of the Group under close review during the year.
Simon Cleaver
Chairman
Consolidated Income Statement
Group Group 2011 2010 restated GBP000 GBP000 Continuing operations Revenue 61 896 Cost of sales (445) (1,098) Gross loss (384) (202) Other operating income (9) 22 Sales & marketing expenses (713) (1,291) Administrative expenses (1,253) (1,408) Research & development expenses (810) (818) Impairment loss on intangibles (7,924) - Operating loss (11,093) (3,697) Financial income 166 275 Financial expenses (32) (439) Net financing income/(expense) 134 (164) Loss before tax (10,959) (3,861) Taxation 873 22 Loss from continuing operations (10,086) (3,839) Discontinued operation Loss from discontinued operation (net of income tax) (10,484) (4,832) Loss for the year (20,570) (8,671) ------------- ------------------ Loss per share Basic & fully diluted loss per share (Pounds) (0.30) (0.13) Loss per share - continuing operations Basic & fully diluted loss per share (Pounds) (0.15) (0.06) ------------------------ ------------- ------------------
Consolidated Statement of Comprehensive income
Group Group 2011 2010 restated GBP000 GBP000 Loss for the period (20,570) (8,671) Other comprehensive income Foreign exchange translation differences on translation of foreign operations (211) 198 Other comprehensive income for the year, net of tax (211) 198 Total comprehensive income for the year (20,781) (8,473) ------------------------------ ----------- --------------
Consolidated Statement of Financial Position
Group Group Group 2011 2010 2009 restated restated GBP000 GBP000 GBP000 Non-current assets Investment in Subsidiaries - - - Property, plant and equipment 186 2,271 3,066 Goodwill - 1,224 1,173 Other intangible assets - 7,647 5,617 186 11,142 9,856 Current assets Inventories 124 953 1,064 Trade and other receivables 382 2,983 2,086 Research & development tax credit receivable 158 - - Cash and cash equivalents 5,287 13,639 6,128 Assets classified as held for sale - 1,533 - 5,951 19,108 9,278 Total assets 6,137 30,250 19,134 -------------- ------------------ ------------------ Current liabilities Trade and other payables (663) (2,527) (2,399) Liabilities classified as held for sale - (62) - Total current liabilities (663) (2,589) (2,399) Non current liabilities Deferred tax liabilities - (548) (546) Total liabilities (663) (3,137) (2,945) -------------- ------------------ ------------------ Net assets 5,474 27,113 16,189 -------------- ------------------ ------------------ Equity attributable to equity holders of the parent Share capital 691 691 522 Share premium 49,951 49,951 30,839 Translation reserve 2,336 2,547 2,349 Warrant reserve 134 134 134 Retained loss (47,638) (26,210) (17,655) Total equity attributable to shareholders 5,474 27,113 16,189 ---------------------------- -------------- ------------------ ------------------
Consolidated Statement of Changes in Equity
Capital Share Share Translation and other Retained Group capital premium reserve reserves earnings Total equity GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 Balance at 1 January 2010 restated in Sterling 522 30,839 2,349 134 (17,655) 16,189 Loss for the year - - - - (8,671) (8,671) Other comprehensive income Foreign exchange differences on translation of foreign operations - - 198 - - 198 Total comprehensive income for the year - - 198 - (8,671) (8,473) Transactions with owners of the Company, recognised directly in equity Share based payment transactions - - - - 116 116 Issue of ordinary shares 169 19,112 - - - 19,281 Balance at 31 December 2010 restated in Sterling 691 49,951 2,547 134 (26,210) 27,113 ------------------- ------------------ ------------------ ------------------ ------------------- -------------- Balance at 1 January 2011 restated in Sterling 691 49,951 2,547 134 (26,210) 27,113 Loss for the period - - - - (20,570) (20,570) Other comprehensive income Foreign exchange differences on translation of foreign operations - - (211) - - (211) Total comprehensive income for the year - - (211) - (20,570) (20,781) Transactions with owners of the Company, recognised directly in equity Equity settled share based payments transactions - - - - (858) (858) Issue of ordinary shares - - - - - - Balance at 31 December 2011 691 49,951 2,336 134 (47,638) 5,474 --------------------- -------------- ------------- ------------- ------------- -------------- -------------
Consolidated Cash Flow Statement
Group Group 2011 2010 restated GBP000 GBP000 Cash flows from operating activities Loss for the period (20,570) (8,671) Adjustments for: Depreciation 446 656 Amortisation of intangible assets 119 150 Foreign exchange gains/(losses) (276) (81) Impairment losses on intangible assets 7,924 - Impairment loss on investment in subsidiaries - - Loss on sale of fixed assets - 3 Loss on discontinued operation, net of cash disposed of 5,881 - Financial income (166) (278) Financial expenses 32 439 Equity settled share-based payment expenses (262) 160 Taxation (873) (22) Operating loss before changes in working capital and provisions (7,745) (7,644) (Increase)/Decrease in trade and other receivables 1,691 (1,161) (Increase)/Decrease in inventory (186) 86 Increase/(decrease) in trade and other payables (211) 190 Cash absorbed by operations (6,451) (8,529) Tax received/(paid) (157) - Net cash (outflow)/inflow from operating activities (6,608) (8,529) -------------- ------------------ Group Group 2011 2010 restated GBP000 GBP000 Net cash (outflow)/inflow from operating activities (6,608) (8,529) Cash flows from investing activities Interest received 50 278 Investment in subsidiaries - Proceeds from the sale of fixed assets - 15 Acquisition of property, plant and equipment (322) (1,185) Development expenditure capitalised and acquisition of other intangible assets (1,585) (1,891) Net cash outflow from investing activities (1,857) (2,783) Cash flows from financing activities Proceeds from the issue of share capital - 19,237 Net cash inflow from financing activities - 19,237 Net (decrease)/increase in cash and cash equivalents (8,465) 7,925 Cash and cash equivalents at start of period 13,639 6,128 Effect of exchange rate fluctuations on cash held 113 (414) Cash and cash equivalents at 31 December 5,287 13,639 --------------------------- -------------- ------------------
Basis of preparation
The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 December 2011 or 2010, but is derived from those accounts. Statutory accounts for 2010 have been delivered to the registrar of companies, and those for 2011 will be delivered in due course. The auditors have reported on those accounts; their reports (i) were unqualified), (ii) except as noted below did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The audit report on the accounts for 2011 includes an Emphasis of Matter paragraph regarding the disclosures in the accounts about the ongoing applicability of the going concern basis in preparing those accounts.
The financial statements include the following notes:
Restatement of prior year: Change in presentational currency
Following the administration of Zenergy Power GmbH, the Directors have determined that the presentational currency of the Group is Sterling as the currency of funding, where majority of cash is held and its listing on AIM. The 2010 consolidation has been restated to reflect this change and in accordance with IAS 21 three year-end balance sheets have been presented in the accounts, 2009, 2010 and 2011 into Sterling
Going concern
The accounts have been prepared on a going concern basis.
The Group made a loss of GBP20,570,000 after impairment charges of GBP7,924,000 and a loss from discontinued operation of GBP10,484,000 in the year ended 31 December 2011 and is forecast to remain loss making in the year to 31 December 2012. As at 31 December 2011 the Group had cash reserves of GBP5,287,000
The Directors have prepared projections covering more than one year which, based on current sales prospects, indicate that the Group will initiate sales of fault current limiters sometime during 2012. These projections assume payroll costs continue at current levels, no significant capital expenditure, working capital profiled on the basis of current experience and foreign exchange rates at those prevailing at 31 December 2011. Any such forward looking projections are inevitably subjective and sensitive to changes in the underlying assumptions and the Directors have sensitised these projections, including that no fault current limiter is delivered within 12 months of these accounts being approved. These projections, as sensitised, indicate that sufficient funds will be available to settle liabilities as they fall due for at least 12 months from the date of approving these accounts.
The Directors recognise that the long term financial viability of the Group as currently structured will depend upon concluding sales of fault current limiters and/or raising additional working capital. Accordingly, the Directors have considered the financial and commercial implications of rationalising the Group further and will continue to keep the commercial development of the business under close review.
The Directors have concluded that the inherent uncertainties reported above represent a material uncertainty that may cast significant doubt on the Group's and Company's ability to continue as a going concern. The Group and parent Company, may, therefore, be unable to continue realising their assets and discharging their liabilities in the normal course of business but the financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Earnings per share
Basic earnings per share
The calculation of basic earnings per share at 31 December 2011 of GBP0.30 loss (2010:GBP0.13 loss) was based on the loss attributable to ordinary shareholders of GBP20,570,000,000 (2010: GBP8,671,000) and a weighted average number of Ordinary Shares outstanding during the period of 69,059,000 (2010:68,025,000), calculated as follows:
Thousands of 2011 2010 shares (000) (000) Issued ordinary shares at start of period 69,059 52,242 Share options exercised - 60 Shares issued to directors - 29 Placing - January 2010 - 15,694 Weighted average number of ordinary shares 69,059 68,025 --------------------- ------------------- ----------------
Diluted earnings per share
Share options and warrants have only been included in the calculation of fully diluted earnings per share when they are dilutive.
Thousands of shares 2011 2010 (000) (000) Warrants 160 160 Share options 5,523 2,534 Total potential dilutive instruments 5,683 2,694 ----------------------- ------ ------
The instruments that could potentially dilute the basic earnings per share in the future, but were not included because they were anti-dilutive for the periods presented are:
Thousands of 2011 2010 shares (000) (000) Issued ordinary shares at start of period 69,059 52,242 Issued for cash - 15,723 Issued in settlement of services - 60 Share options 21 - Diluted weighted average number of ordinary shares 69,080 68,025 ---------------------- -------------- ------------------
Operating Segments
Following the discontinuation of superconductor technology, theGroup has one product range, mFCLs. Zenergy Power Pty Ltd based in Australia is primarily focused on research and development, Zenergy Power Inc. based in the USA undertakes the detailed design, engineering, manufacturing, sales and distribution and Zenergy Power plc provides sales, marketing and management support. Zenergy Power plc also maintains a small sales office in Germany. Together, these companies are responsible for the entire life cycle of the mFCL product and this is therefore the sole operating segment in addition to the Head Office segment.
The Head office segment comprises the expenses of Zenergy Power plc relating to the head office function and Stock Exchange listing and related costs.
The Discontinued segment comprises the results of Zenergy Power GmbH up to the date it was placed into administration.
Information regarding each operating segment is included below. Segments are assessed based on revenues and loss before tax, as included in the management information that is reviewed by the Board. Inter-segment pricing is determined on an arm's length basis.
Information about reportable segments
For the year ended Eliminat- 31 December Head ions and 2011 Discont-inued mFCL office restate-ments Continuing GBP000 GBP000 GBP000 GBP000 GBP000 Revenue Sales to external customers 443 61 - (443) 61 Sales with other segments 1,045 - - (1,045) - Total segment revenue 1,488 61 - (1,488) 61 ------------------- ------------------ ------------------ ------------------ ------------------- Result Segment result being loss from operations (3,411) (10,545) (548) 3,411 (11,093) Finance income 3 8 158 (3) 166 Finance expense - (32) - - (32) Loss before tax (3,408) (10,569) (390) 3,408 (10,959) Tax - 873 - - 873 Loss on sale of discontinued operation (7,076) 7,076 - Loss for the year (10,484) (9,696) (390) 10,484 (10,086) ------------------- ------------------ ------------------ ------------------ ------------------- Balance sheet Segment assets 8,935 1,975 5,205 (9,978) 6,137 Segment liabilities (1,717) (280) (383) 1,717 (663) Net assets/(liabilities) 7,218 1,695 4,822 (8,261) 5,474 ------------------- --------------- ------------------ ------------------ ------------------- Other information Capital additions 478 1,429 - - 1,907 Depreciation and amortisation 366 199 - - 565 Impairment loss on intangibles - 8,184 9 (269) 7,924 - Other non cash expenses (share option charge/(credit) and directors shares) (596) (172) (90) 596 (262) Research and development 1,973 810 - (1,973) 810 ---------------------- ------------------- --------------- ------------------ ------------------ -------------------
Eliminations and restatements comprise adjustments to eliminate transactions between group undertakings and restatements to reclassify the discontinued operation.
Discontinued Operations
Zenergy Power GmbH was placed into administration on 22 September 2011. It was not treated as a discontinued operation at 31 December 2010 and the comparative statement of comprehensive income has been re-presented to show the results of Zenergy GmbH as a discontinued operation.
On 22 December 2011, Zenergy Power plc concluded a full and final settlement with the Administrator, the principal terms of which were as follows:
Zenergy Power plc paid EUR150,000 and surrendered its rights to the intellectual property rights registered by Zenergy Power GmbH. These related to superconductor technology including the 2G HTS wire development and the billet heater programme.
The administrator granted Zenergy Power plc a royalty of 1% of all 2G HTS wire sales for the next 10 years, certain assets which had been previously paid for by Zenergy Power Inc. and, Zenergy Power trademarks and trading names. The trademarks and trading names were transferred and recorded at nil book value by Zenergy Power Plc. The inventory returned to Zenergy Power Inc. had a book value of GBP276,000 and has been included in tinventory at a realisable value of GBP26,000 at 31 December 2011.
The Group and administrator of Zenergy Power GmbH agreed to forgive all indebtedness between Zenergy Power GmbH and the Group. At that date there was a balance of GBP1,669,000 due from Zenergy Power Inc. to Zenergy Power GmbH and GBP950,000 due from Zenergy Power GmbH to Zenergy Power plc.
This announcement was approved by the Board of Directors on 9 February 2011. Statutory accounts for the year to 31 December 2011 will be delivered to the registrar of companies following the Annual General Meeting which is set for 18 April 2012.
Further information
Simon Cleaver Zenergy Power plc +44 1344 667 347
Adam Pollock/Katherine Roe Panmure Gordon +44 207 459 3600
David Bick/Mark Longson Square1 Consulting +44 207 929 5599
This information is provided by RNS
The company news service from the London Stock Exchange
END
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