APC Technology Regulatory News (APC)

Advanced Power Components plc

Final results for the year ended 31 August 2012

Advanced Power Components (AIM: APC), the UK specialist distributor and manufacturers' representative of electronic components and promoter of technologies which reduce energy consumption, is pleased to announce its final results for the year ended 31 August 2012.

Highlights

In a challenging trading environment Advanced Power Components plc continued to focus on developing its core electronic components business and entering the growing market for energy saving products:

·; Revenue reduced by 5.4% from £14.4 million to £13.6 million.

·; Profit before tax reduced from £402,000 to £29,000.

·; Cash inflow from operating activities £0.2 million in FY2012 compared to £0.9 million inflow in FY2011.

·; Net debt reduced from £1.2 million to £1.0 million.

·; Increased shareholding in Minimise Limited during the year to 36.2% and post year end to 51.0%.

Will David, Chairman of APC, commented:

"In a difficult economic environment the Group made significant progress in developing its core electronic components business whilst strengthening its clean-tech offering and building an increased stake in Minimise Limited. The winning and execution of a contract to supply and install LED lighting at a major UK retailer by Minimise Limited has meant that the Group has started the year on a positive note and is looking to build on this success."

Enquiries:

Notes to Editors:

About Advanced Power Components

Advanced Power Components plc (APC) is one of the UK's leading distributors of specialist electronic components and a provider of technologies developed to reduce energy consumption or generate electricity more sustainably.

Since incorporation in 1982, APC has developed long-standing relationships with manufacturers of specialist electronic components and with customers who put significant value on our deep understanding of the challenges of their individual markets, technical expertise and attention to detail. Markets include defence, aerospace, space, transportation, medical and industrial sectors. Products are wide ranging in their complexity and in their application and are sold through a number of semi-autonomous teams. Each team focuses on specific technologies or markets but are true to the Company's central business strategy of adding value in the supply chain.

Through Minimise Energy, the Group promotes a range of technologies developed to reduce energy consumption and associated carbon emissions associated with traditional offerings. These products are either sold individually, through subsidiaries Minimise Limited and QV Controls Limited or may be combined to provide an integrated, multi technology solution to the challenge of improving the energy efficiency of an entire organisation.

Sales teams:

·; APC-Contech - Custom Keyboards and Data Input Devices

·; APC-Displays+ - Displays and Embedded Systems

·; APC-Hero - Sensors, Optoelectronics, Semiconductors

·; APC-HiRel - Electronic Components for High Reliability Applications

·; APC-Locator - Obsolescence and Allocation Specialists

·; APC-Novacom - Microwave and RF Components

·; APC-Time - Timing Systems, Time and Frequency Generators

Subsidiaries:

·; Minimise Energy Limited - integrated, multi technology energy efficiency solutions including financing options

·; Minimise Limited - LED lighting, imop™, air-conditioning optimisation technologies

·; QV Controls Limited - Energy efficient energy monitoring and control systems

Chairman's Statement

The year ended 31 August 2012 was a challenging one for UK industry. However, whilst the difficulties experienced in the wider economy curtailed the growth in profitability achieved by the Group over the previous two years, I am pleased to report that early action taken to mitigate the effect of the downturn on profitability and cash flow enabled the Group to continue its strategic investment in the clean-tech sector whilst still reporting a small profit before tax for the year.

Revenues in the year were £13,644,000 compared with £14,419,000 in the prior year. Net profit before tax for the year was £29,000 compared with £402,000 in 2011. Cash inflow from operating activities was £220,000 during the year compared with an inflow in 2011 of £887,000.

Despite the pronounced weakness in our traditional market in the first half of the financial year, order intake in the electronic component distribution business saw a degree of recovery in the second half resulting in an order book of £4,032,000 on 31 August 2012 compared with £4,493,000 as at 31 August 2011. Our distribution activities still made a positive contribution in terms of profit and positive cash flow to the Group which supported the launch of the QV Controls Limited ("QV") business and allowed the Group to increase its investment in Minimise Limited ("Minimise") both during the last financial year and immediately thereafter.

It was especially gratifying to report the first major contract win for Minimise so soon after taking effective control of the business and I can report that LED lighting installations under this contract were completed to schedule. The success of Minimise in winning orders post year-end reinforces our belief that the clean-tech sector is now starting to mature into a significant business opportunity. This bodes well for the future prospects of Minimise and of QV which continues to develop opportunities for monitoring and control solutions designed to reduce energy consumption.

Considering the scale of changes going on within the Group the Board has made the decision to make a number of alterations to the management structure and board composition.

The Group is being reorganised to create two separate business units. In order to give each business a clear identity, a resolution is being put to the shareholders at the annual general meeting to change the name of the parent company to APC Technology Group plc and to hive down the existing electronic component distribution business into a new subsidiary company to be named Advanced Power Components Limited. At the same time our investments in the clean-tech sector will be consolidated under a holding subsidiary called Minimise Energy Limited which will take ownership of the Company's shareholdings in Minimise Limited and QV Controls Limited.

As we make changes to the structure of the Group, it will be necessary to reshape the composition of the board of directors. I am, therefore, pleased to confirm that Ms Tessa Laws has agreed to serve as a non-executive director and a resolution to appoint her at the annual general meeting is set out in the attached notice of meeting. A brief biography for Ms Laws is included in the Report of the Directors.

Whilst the difficult climate meant that the year ended 31 August 2012 was not as profitable as anticipated, it was a year of significant progress in redefining the business. The considerable changes made will position the Group to take advantage of the emerging opportunities in the clean-tech sector and a recovery in the electronic component distribution sector, which is expected to coincide with a wider economic recovery. None of this change would have been possible without the hard work of the staff and the support of our advisors and business partners to whom the Board of Directors is grateful.

Will David, MA, FCA

Chairman

28 November 2012

CONSOLIDATED STATEMENT OF INCOME

For the year ended 31 August 2012

There were no other items of comprehensive income. Accordingly, no consolidated statement of comprehensive income has been prepared.

There were no discontinued activities in either 2012 or 2011.CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 August 2012

Consolidated Statement of Changes in Equity

For the year ended 31 August 2012

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 August 2012

Notes to the Consolidated Financial Statements

For the year ended 31 August 2012

1. Basis of preparation

Statement of compliance

The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union ("Adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS.

The financial information contained in this announcement has been prepared on the basis of the accounting policies set out in the statutory accounts for the year ended 31 August 2012. While the financial information has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in November 2012.

2. Revenue and segmental information

The majority of the Group's activity arose in the United Kingdom from the Group's principal activity. The directors manage and monitor all operations of the business on a unified basis and consider that all of the Group's operations are in similar markets and face similar risks. Consequently, the directors consider the Group has one business and one business segment.

An analysis of revenue by geographical destination is given below:

3. Finance cost

4. Taxation

There are at present no other factors which will influence the Group's taxation in future years.

5. Earnings per share

The calculation of basic earnings per share is based on the profit after taxation for the period and the weighted average number of shares in issue during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding by the dilutive effect of ordinary shares that the Company may potentially issue relating to its convertible loan notes and its share option scheme. The profit / (loss) for the year is adjusted to add back the tax interest cost on the liability component of the convertible loan notes. Where the effect of the above adjustments is anti-dilutive they are excluded from the calculation of diluted earnings per share.

The profit for the year and the weighted average number of shares used in the calculation are set out below:

6. Events after the reporting period

On 6 September 2012 the Group increased its shareholding in Minimise Limited, a company involved in the distribution and marketing of clean technology products including the imop™, to 51.0%. To finance the acquisition of the increased stake the Company issued 489,272 ordinary shares at 7.5p per share and drew down £100,000 cash from a convertible loan note facility agreed with Mr R. Robinson a significant shareholder in the Company.

On 29 October 2012 the Group announced the acquisition of CeroUK Limited a recently established business promoting the integration of sustainable technologies in business models suitable for third party financing. CeroUK Limited's business will be traded under the Minimise brand and will be transferred to Minimise Energy Limited a holding company that APC is establishing to consolidate its investments in its "green tech" portfolio. Consideration for CeroUK Limited was in the form of an issue of 310,000 shares in APC at 7.5p per share and £23,250 in cash. CeroUK Limited held no assets or liabilities at the acquisition date.

7. Publication of non-statutory accounts

The financial information set out in this announcement does not constitute the statutory financial statements for the year ended 31 August 2012 and the year ended 31 August 2011 in accordance with section 434 of the Companies Act 2006 but is derived from those accounts.

The financial statements for the year ended 31 August 2011 were prepared in accordance with Adopted IFRS and have been delivered to the Registrar of Companies. The financial statements for the year ended 31 August 2012 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditor's report on both accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain statements under sections 498(2) or (3) of the Companies Act 2006.

The full audited financial statements of Advanced Power Components plc for the year ended 31 August 2012 will be posted to shareholders on 29 November 2012 and will be available to the public at the Company's registered office, 47 Riverside, Medway City Estate, Rochester, Kent, ME2 4DP and available to view on the Company's website at www.apc-plc.co.ukfrom that date.  

8. Annual General Meeting

The Annual General Meeting will be held at the offices of Northland Capital Partners, 60 Gresham Street, EC2V 7BB on Friday 25 January 2013 at 12.00 noon.