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CALL Cloudcall Group Plc

79.50
0.00 (0.00%)
16 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Cloudcall Group Plc LSE:CALL London Ordinary Share GB00B4XS5145 ORD 20P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 79.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Preliminary Results (1547X)

10/02/2012 7:00am

UK Regulatory


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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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