CAP.L Regulatory News (CAP)

24 Sep 2007 07:01

Clean Air Power Limited24 September 2007 Interim results 24 September 2007 CLEAN AIR POWER LIMITED Interim Report Six Months Ended 30 June 2007 Highlights 2007 Half-Year Highlights Clean Air Power Ltd (AIM:CAP), the developer of Dual-FuelTM combustiontechnology for heavy-duty diesel engines, today announces its results for the 6month period ended 30 June 2007. Highlights •Revenues £1.9m (£1.6m for 6 months to June 2006) •Gross margin 55% ( 44% for 6 months to June 2006) •Operating loss £1.6m (£1.7m for 6 months to June 2006) •Losses after tax £1.4m (£1.9m for 6 months to June 2006) •Development of demonstration Genesis Dual-FuelTM vehicle with Volvo completed September 2007 as announced 5 September 2007 •Development of new Engine Management System with support from Ricardo Plc completed July 2007 as announced 7 August 2007 •Sale of Genesis products to Wiseman dairies €69% increase in Australian sales compared to the equivalent period in 2006. •New intellectual property granted in key commercial regions •Product creating interest due to the significant reduction in emissions and CO2 - in addition to the original strong financial drivers •Continuing discussions with potential OEM partners Commenting on the results, John Pettitt, Chief Executive of Clean Air Powersaid: "The first half of 2007 has been a very busy time for Clean Air Power. In the UKa number of blue chip companies have trialled the dual fuel products, we haveworked on an exciting project with Volvo and sales and product developmentactivity in Australia has accelerated significantly. Additionally, we continueto make progress towards our ultimate goal of OEM integration. ." For further information contact: Clean Air Power Canaccord Adams Limited Buchanan CommunicationsJohn Pettitt, Chief Executive Robert Finlay Charles RylandPeter Rowse, Finance Director Erin Needra Ben WilleyBen RomneyTel: +44 (0)1494 527110 Tel: +44 (0)20 7050 6500 Tel: +44 (0)20 7466 5000 Chief Executive's Half-Year Statement John Pettitt Outlook 2007 continues to be a year of further development for Clean Air Power. We havemade some important developments to our technology although the early adoptionof the Dual-FuelTM products has not accelerated as quickly as we hadanticipated. The fundamental drivers for the adoption of Dual-FuelTM remain very persuasive.The Company is ideally placed to take advantage of two significant and highprofile global issues, increasing fuel costs and growing concern over harmfulemissions and CO2. Clean Air Power technology delivers a marked improvement inboth of these areas and has been proven on over 1,600 trucks worldwide. Some ofthese Dual-FuelTM vehicles have run for more than seven years and some havecompleted more than 1,000,000 km running on Dual-FuelTM systems. The Company announced a large order from Mitchell Corporation Pty in Australiain January 2007. The ultimate goal of the Company is to enter into an agreement with amanufacturer and progress has been made towards this goal although discussionshave not reached an advanced stage. We have recruited new staff to strengthen the engineering teams and haverecognised tangible benefits as a result as Clean Air Power drives forward todevelop its commercial and technological expertise. Financial Review During the six months to 30 June 2007 Clean Air Power began to sell its newlydeveloped versions of its products in the UK and Australia. Early adoption ofthese products has been slower than expected although the year to date revenueof £1.9m still represents an improvement on the £1.6m achieved in the sameperiod of 2006. The 2007 gross margin to date of 55% shows a significant improvement on the 44%achieved up until June 2006. The improvement is driven by the heavier weightingof the component business in the mix and from the release of unutilised warrantyprovisions for vehicles. The provision changes relate to a reassessment of riskto a specific exhaust system component and the release of provision for vehicleswhose warranty period has expired and the total effect of the release was £0.2m.This has contributed to produce an operating loss of £1.6m which comparesfavourably with the £1.7m loss from the same period in 2006. The overall net loss of £1.4m in the period to 30 June 2007 compares favourablywith £1.9m in the period to 30 June 2006. This positive variance is partlyexplained by non-recurring reorganisation expenses of £0.196m and finance costs£0.109m incurred in the first half of 2006. The slower than anticipated increase in sales of the Dual-FuelTM products hasled to a greater than expected cash burn. As a result the company plans to raisefunds in the last quarter of the 2007 in order to fund the development of a EuroV solution and to progress activity with manufacturers. Footnote: Transition to International Financial Reporting Standards (IFRS) As detailed to shareholders in the 2006 Annual Report & Accounts, all AIM listedcompanies with accounting periods commencing on or after 1 January 2006 are nowrequired to report in accordance with the recognition and measurement principlesof the International Financial Reporting Standards (IFRS) issued and effectiveat the time of reporting to shareholders. The Board is pleased to report thatthe Group has successfully completed this transition to IFRS. Consequently, thecomparative financial statements up to 31 December 2006 detailed in this reportwhich were previously prepared in accordance with the United Kingdom's GenerallyAccepted Accounting Principles (UK GAAP) have been restated. The results, as setout in this report, have been prepared in accordance with IFRS together withunaudited restated comparative periods and details of the adjustments required.There were no significant differences affecting the results and the financialposition of the Group. Operational Review Dual FuelTM Vehicle Systems 'Genesis' Development Clean Air Power's patented Dual-FuelTM technology allows a heavy duty dieseltruck engine to run on a combination of both diesel and natural gas, therebygenerating significant fuel cost savings for the operator whilst considerablyreducing emissions and CO2. 'Genesis' was designed to be generic and is ultimately adaptable to fit any EuroIII engine thereby rendering a much wider market accessible to the Company.Clean Air Power has developed the technology to operate on both DAF CF85 andMercedes Axor Euro III heavy duty trucks. During the first half of 2007 theCompany has made progress in the further development of its Dual-FuelTMtechnology leading it to believe that a solution to install and commercialisethe technology on a Euro V vehicle may well now be possible without a formal OEMagreement. 'Genesis' Target Markets Clean Air Power is also targeting major UK supermarkets, logistics companies,local authorities and haulage firms for its 'Genesis' product. We believe thesetypes of organisations will appreciate the financial benefits of convertingtheir vehicles to gas whilst also understanding that they will be making apositive environmental impact. We also believe that there are opportunities in Europe where certain marketshave more mature natural gas infrastructures or a more beneficial natural gasversus diesel price differential. Our target markets include Germany, Italy andthe Netherlands. Tesco Vehicle An important achievement for the Company in 2006 was the successful conversionof a Mercedes Axor truck for Tesco. This conversion project enjoyed the supportand cooperation of both Tesco and Mercedes. The formal trial has now beencompleted with Tesco concluding that the vehicle had met all objectives, namelyoperational effectiveness, cost savings, CO2 reduction and driver acceptability. The vehicle achieved CO2 savings equivalent to around 10 tonnes per annum andreduced fuel cost by around 15%. The vehicle continues to run in the Tescofleet, based in the Harlow depot, operating mainly in London. Tesco have recognised the environmental benefits of Clean Air Power'sDual-FuelTM technology and have expressed a willingness to support Clean AirPower with their discussions with manufacturers. These discussions relate tolooking to secure the incorporation of Dual-FuelTM technology on Euro Vemissions compliant trucks. UK Dual-FuelTM Sales Performance UK vehicle sales to 30 June 2007 of £0.335m are 7% higher than the same periodin 2006. However, sales of the Genesis product to date have been significantlybelow expectations. To date Wiseman Dairies and Warburtons Bakers have purchasedthe product. A number of other blue chip organisations have trialled the technology, butdecision making and due diligence within these organisations continues to be alengthy process. These trials have the potential to generate sales in the remainder of the year.However, due to the low year to date sales UK Genesis revenue for the whole of2007 is expected to be significantly below expectations. OEM Developments Clean Air Power was pleased to announce, earlier in September, the completion ofa demonstration vehicle which was developed jointly with the Volvo Group. Thisheavy duty Euro V diesel truck uses an improved version of Clean Air Power'sGenesis technology. This was developed without direct access to the ECUsoftware, but uses Controller Area Network (CAN) communication protocol that wasjointly developed to more closely integrate the Dual-FuelTM controls with thetruck's existing systems. Volvo is one of a number of manufacturers with whomClean Air Power had been holding preliminary discussions. The 'Genesis' system was specifically developed to be retro-fitted product whichcan be installed without the need for formal cooperation of the enginemanufacturers. Our strategic goal is to work with vehicle and engine manufacturers to reach anagreement to incorporate the Dual FuelTM technology into their products. Thepurpose of the current Genesis product is to provide a revenue stream and tobuild market awareness of the Dual-FuelTM technology in advance of developing itfurther with the manufacturers' cooperation. Fully integrating the Clean AirPower technology with that of the manufacturers will produce optimum benefits interms of fuel cost savings and CO2 reductions. The Company is actively pursuingthis route to market and have made progress although we recognise that typicallysuch discussions take some time. The strategy involves encouraging the engine manufacturers to adopt ourtechnology in partnership with a combination of interested parties. Truckoperators, truck manufacturers, environmental bodies and governments would allbenefit from the widespread adoption of our Dual FuelTM technology. Bydemonstrating the benefits of our technology to these parties we expect toenlist their support thereby building a compelling proposition for themanufacturers.The Volvo demonstration truck was displayed by the Volvo Group in a presentationin Stockholm before going on to a similar demonstration in Brussels and tradeshows in northern Europe. Clean Air Power believes that its technology could provide Volvo, and othermanufacturers, with solutions applicable to a number of different types ofvehicles on a global basis. The Volvo Group truck brands include, Renault, Mack,Nissan Diesel and Volvo. In addition to trucks the Volvo Group product rangeincludes marine applications, buses, and construction equipment. Clean Air Power has submitted proposals to Volvo for the further development andcommercialisation of its technology. The Company understands the decision makinglead times involved in such discussions with manufacturers but remainsoptimistic that the proven environmental and economic benefits of its technologywill prove compelling. Volvo is one of a number of European and US manufacturers to which Clean AirPower has made proposals. These proposals may or may not lead to commercialagreements with manufacturers being completed. Australia January 2007 saw the announcement of a significant order when Mitchell CorpAustralia Pty Ltd (Mitchell), a bulk logistics solutions provider, ordered 50systems worth a total of approximately £1.5m. The contract agreed also includedan option for a further 20 systems. Clean Air Power is pleased to confirm that Mitchell has now exercised its optionfor the further 20 systems along with additional Clean Air Power intercoolerproduct enhancements for their entire fleet of Dual FuelTM vehicles. The totalincremental order value is around £0.9m, bringing the total Mitchell revenuefrom these orders to around £2.4m In August the company had reported initial delays to installations under thiscontract. These were due to technical issues on some of Mitchell's vehicleswhich had previously been fitted with Clean Air Power technology by a thirdparty. Prior to the confirmation of the above order, these issues were resolvedunder a collaborative project involving Clean Air Power, Mitchell and OrbitalPty Ltd, a leading Australian automotive engineering consultancy. The projectwas mainly funded by the truck operators and Australia Greenhouse Office (AGO),a government body and has resulted in many improvements to the Company'sAustralian software. Also in August, Clean Air Power advised of development of a new optional productavailable to its Australian Dual-FuelTM customers. This is a secondaryintercooler (SIC) improving the Dual-FuelTM product performance in conditions ofextreme temperature. Clean Air Power is pleased to confirm that Mitchell has nowordered 84 of these, 70 for the conversions ordered under the above contract anda further 14 for their existing Clean Air Power vehicles. Following completionof the collaborative engineering project, the rate of installation will now rampup with all conversions planned to be completed by mid 2008. In addition Company's largest Australian customer, Murray Goulburn, is in theprocess of having an additional 10 Clean Air Power systems installed andinstallations have also started on the £0.25m order from Kleenheat Gas Pty Ltdwhich was announced in May. Australian sales to 30 June 2007 of £0.322m have increased by 69% on the levelof sales in the same period of 2006 (£0.190m). However, delays resulting fromthe development programme and issues with Mitchell means that year to date salesand year end sales projections are significantly below original expectations. The Australian truck market is one of the most demanding in the world with veryheavy gross vehicle weights and extreme ambient temperatures. The Company isencouraged by its ability to further prove its technology and achieve salesgrowth in such a demanding operating environment. Additionally, with arelatively immature gas supply infrastructure the considerable benefit of aClean Air Power Dual-FuelTM vehicle to operate on 100% diesel, if required,remains a significant benefit which applies in Australia as in all othermarkets. Components Business Clean Air Power manufactures a number of the components that are used in theCompany's Dual-FuelTM Technology. The Company also sells these components forspark ignited gas engines and certain other applications. Global demand forthese engines is increasing as part of the overall shift towards alternativefuels. With sales mainly in Europe and the USA, strong margins and a customerbase including international OEMs, this is an important supplement to theoverall Clean Air Power business, particularly during these early stages in thecommercial roll out of our latest Dual-FuelTM technology. Sales in the first half of 2007 for our components generated revenue of £0.795m,approximately 43% of total revenue. This level of sales compares favourably withthe £0.642m achieved in the first half of 2006. Emissions Reduction Business This area of our business provides solutions to very large stationary dieselengines such as those used in pumping stations. Our current market is mainly inthe US and we provide a service whereby the emissions from large stationarydiesel engines are reduced, usually in response to the requirements of locallegislation. In the first half of 2007 sales of £0.117m are lower than the same point in 2006(£0.166m) although with a significant contract close to agreement for deliveryin 2007 revenues are expected to accelerate later in the year. --------------------John PettittChief Executive24 September 2007 CONSOLIDATED INCOME STATEMENT For the six months ended 30 June 2007 Unaudited Unaudited Unaudited ---------- ---------- ------------ 6 months to 6 months to Year to 30 June 2007 30 June 2006 31 December 2006 ---------- ---------- ------------ £'000 £'000 £'000 ---------- ---------- ------------ (restated) (restated) Revenue 1,869 1,569 4,072 Cost of Sales (833) (880) (2,314) ---------- ---------- ------------Gross profit 1,036 689 1,758 Administrative expenses (2,434) (2,105) (4,689)Share-based paymentscharge (157) (301) (759) ---------- ---------- ------------Group operating loss (1,555) (1,717) (3,690) Reorganisation expenses - (196) (196) ---------- ---------- ------------Loss before finance costs (1,555) (1,913) (3,886) Finance costs - (109) (117)Finance income 114 120 274 ---------- ---------- ------------Loss before taxation (1,441) (1,902) (3,729) Taxation - - - ---------- ---------- ------------Loss for the period (1,441) (1,902) (3,729) ---------- ---------- ------------ Basic and diluted loss pershare (5.4p) (8.1p) (14.8p) ---------- ---------- ------------ All items dealt with in arriving at operating loss above relate to continuingoperations. CONSOLIDATED BALANCE SHEET As at 30 June 2007 Unaudited Unaudited Unaudited ---------- --------- ------------ 6 months to 6 months to Year to 30 June 2007 30 June 2006 31 December 2006 ---------- --------- ----------- £'000 £'000 £'000 ---------- ---------- ------------ (restated) (restated)AssetsNon-current assetsProperty, plant and equipment 139 164 116Intangible assets 781 345 426 ---------- ---------- ------------ 920 509 542 ---------- ---------- ------------ Current assetsInventories 1,450 870 1,090Trade and other receivables 836 607 1,159Cash and cash equivalents 3,672 7,656 5,617 ---------- ---------- ------------ 5,958 9,133 7,866 ---------- ---------- ------------ TOTAL ASSETS 6,878 9,642 8,408 ---------- ---------- ------------ Equity and liabilitiesEquity attributable to equityholders of the parent Ordinary share capital 15 15 15Accumulated loss (37,696) (35,043) (36,412)Other reserves 33,410 33,410 33,410Share premium 8,982 8,982 8,982Translation reserve 490 542 476 ---------- ---------- ------------Total equity 5,201 7,906 6,471 ---------- ---------- ------------ Current liabilitiesTrade and other payables 1,069 1,039 1,130Provisions 608 697 807 ---------- ---------- ------------ 1,677 1,736 1,937 ---------- ---------- ------------TOTAL LIABILITIES 1,677 1,736 1,937 ---------- ---------- ------------ ---------- ---------- ------------TOTAL EQUITY AND LIABILITIES 6,878 9,642 8,408 ---------- ---------- ------------ Director CONSOLIDATED CASH FLOW STATEMENT For the six months ended 30 June 2007 Unaudited Unaudited UnauditedConsolidated cash flow statement 6 months to 30 6 months to 30 Year to June 2007 June 2006 31December 2006 £'000 £'000 £'000 (restated) (restated)Cash flows from operatingactivities Loss before taxation (1,441) (1,902) (3,729)Adjustments for:Net finance income (114) (11) (157)Depreciation and impairmentof property, plant and equipment 22 97 193Amortisation and impairmentof intangibles 68 30 108Share-based payments 157 301 759Decrease/(Increase) in tradeand other receivables 323 137 (496)(Decrease) in payables (61) (1,012) (465)(Increase)/Decrease in inventories (360) 272 (95)(Decrease) in provisions (199) (58) (45)Other non-cash movements 2 143 6 ---------- --------- ------------Net cash (outflow) from operatingactivities (1,603) (2,003) (3,921) ---------- --------- ------------ Investing activitiesInterest received 114 120 274Sale of property, plant andequipment - - 2Payments to acquire property,plant and equipment (53) (128) (113)Payments to acquire intangibleassets (420) (277) (516) ---------- --------- ------------Net cash (outflow) frominvesting activities (359) (285) (353) ---------- --------- ------------ Financing activitiesInterest paid - (70) (78)Proceeds from the issue ofordinary share capital - 10,587 10,587Share issue costs - (1,599) (1,599)Payment of loan notes - (137) (182) ---------- --------- ------------Net cash inflow fromfinancing activities - 8,781 8,728 ---------- --------- ------------ (Decrease)/Increase in cashand cash equivalents (1,962) 6,493 4,454Payments on notes payable - 137 182Effect of exchange rateson cash and cash equivalents 17 (65) 43Conversion of debt to equity - 3,391 3,238Cash and cash equivalents atthe beginning of the year 5,617 (2,300) (2,300) ---------- --------- ------------Cash and cash equivalents atend of period 3,672 7,656 5,617 ---------- --------- ------------ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2007 Issued Capital Share Premium Translation Other Reserves Accumulated Total Equity Reserve loss £'000 £'000 £'000 £'000 £'000 £'000 -------- ---------- ----------- -------- ---------- --------- ---------Balance at 1January 2006(UK GAAP) 7 - - 26,734 (33,442) (6,701) ---------- ----------- -------- ---------- --------- ---------Balance at 1January 2006(restated) 7 - - 26,734 (33,442) (6,701) ---------- ----------- -------- ---------- --------- --------- Oncancellationof shares andloan notes - - - 6,997 - 6.997On issue ofnew shares 8 10,581 - (321) - 10,268Share issuancecosts - (1,599) - - - (1,599)Translationmovements - - 542 - - 542Share-basedpayments - - - - 301 301 ---------- ----------- -------- ---------- --------- ---------Total incomeand expensesfor the periodrecogniseddirectly inequity 8 8,982 542 6,676 301 16,509Loss for theperiod - - - - (1,902) (1,902) ---------- ----------- -------- ---------- --------- ---------Total incomeand expensefor the period 8 8,982 542 6,676 (1,601) 14,607 ---------- ----------- -------- ---------- --------- ---------Balance at 30June 2006(restated) 15 8,982 542 33,410 (35,043) 7,906 ---------- ----------- -------- ---------- --------- --------- Translationmovements - - (66) - - (66)Share-basedpayments - - - - 458 458 ---------- ----------- -------- ---------- --------- ---------Total incomeand expensesfor the periodrecogniseddirectly inequity - - (66) - 458 392Loss for theperiod - - - - (1,827) (1,827) ---------- ----------- -------- ---------- --------- ---------Total incomeand expensefor the period - - (66) - (1,369) (1,435) ---------- ----------- -------- ---------- --------- ---------Balance at 31December 2006(restated) 15 8,982 476 33,410 (36,412) 6,471 ---------- ----------- -------- ---------- --------- --------- Translationmovements - - 14 - - 14Share-basedpayments - - - - 157 157 ---------- ----------- -------- ---------- --------- ---------Total incomeand expensesfor the periodrecogniseddirectly inequity - - 14 - 157 171Loss for theperiod - - - - (1,441) (1,441) ---------- ----------- -------- ---------- --------- ---------Total incomeand expensefor the period - - 14 - (1,284) (1,270) ---------- ----------- -------- ---------- --------- ---------Balance at 30June 2007 15 8,982 490 33,410 (37,696) 5,201 ---------- ----------- -------- ---------- --------- --------- NOTES TO THE INTERIM FINANCIAL STATEMENTS 1. CORPORATE INFORMATION The consolidated financial statements of Clean Air Power Limited for the sixmonths ended 30 June 2007 were authorised for issue by the board of directors on24 September 2007. Clean Air Power Limited is a public limited companyincorporated in Bermuda whose shares are publicly traded. Information relating to the reorganisation of the Group on 27 February 2006 canbe found in the 31 December 2006 financial statements. All of the revenue and profits and operating assets relate to the Group'sprincipal business activities, being vehicle conversion sales, sales ofcomponents and an emissions reduction business. Revenue is stated net of valueadded tax. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation These financial statements have been prepared using the accounting policiesexpected to be applied in the 31 December 2007 financial statements which willbe prepared in accordance with IFRS adopted by the European Union. The IFRSstandards and IFRIC interpretations that will be applicable at 31 December 2007,including those that will be applicable on an optional basis, are not known withcertainty at the time of preparing these interim financial statements. Theinterim financial information contained in this statement does not constitutestatutory accounts as defined under section 240 of the Companies Act 1985. Theinterim financial Information is unaudited but has been reviewed by theauditors. The consolidated financial statements for Clean Air Power Limited forthe year ending 31 December 2006 were audited and an unqualified audit opinionwas issued thereon. The financial statements are covered by IFRS 1 'First-time Adoption of IFRS',because they are part of the period covered by the Group's first IFRS financialstatements for the year ended 31 December 2007. These financial statements have been prepared in accordance with those IFRSstandards and IFRIC interpretations issued and effective at the time ofpreparing the statements. The policies set out below have been consistently applied to all yearspresented. The Group applied the exemptions under IFRS 1 in respect of IFRS 3'Business Combinations' and IAS 21 'The Effect of Changes in Foreign ExchangeRates'. Clean Air Power Limited's consolidated financial statements were prepared inaccordance with United Kingdom Generally Accepted Accounting Principles (UKGAAP) until 31 December 2006. UK GAAP differs in some areas from IFRS. Inpreparing Clean Air Power Limited's consolidated financial information includedin this document, management has amended certain accounting, valuation andconsolidation methods applied in the UK GAAP financial statements to comply withIFRS. The comparative figures in respect of 2006 were restated to reflect theseadjustments. Reconciliations and descriptions of the effect of the transition from UK GAAP toIFRS on the Group's equity are provided in Note 4. The consolidated financial information included in this document has beenprepared on a historical cost basis. The consolidated financial statements arepresented in sterling and all values are rounded to the nearest thousand (£'000)except when otherwise stated. Basis of consolidation The consolidated interim financial statements incorporate the financialstatements of Clean Air Power Limited and all of its subsidiary undertakingsmade up to 30 June 2007. Subsidiaries are fully consolidated from the date onwhich control is transferred to the Group, and deconsolidated from the date thatcontrol ceases. The financial statement of subsidiaries used in the preparationof the consolidated financial statements are prepared for the same reportingperiod of the parent Company and are based on consistent accounting policies.Inter-company transactions, balances, unrealised gains on transactions betweenGroup companies are eliminated, including unrealised profits or losses. NOTES TO THE INTERIM FINANCIAL STATEMENTS Changes in accounting policies Accounting policies detailed below have been adopted and these are in compliancewith IFRS. New standards and interpretations not appliedIASB and IFRIC have issued the following standards and interpretations with aneffective date after the date of these financial interim financial statements. International Accounting Standards (IAS/IFRSs) Effective dateIFRS 8 Operating Segments 1 January 2008International Financial Reporting Interpretations Committee (IFRIC)IFRIC 12 Service Concession Arrangements 1 January 2008IFRIC 13 Customer Loyalty Plans 1 January 2008IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset Minimum 1 January 2008Funding Requirement and their Interaction The Directors do not anticipate that the adoption of these standards andinterpretations will have a material impact on the Group's financial statementsin the period of initial application. Property, Plant and Equipment Plant and equipment is stated at cost less accumulated depreciation and anyimpairment in value. Depreciation is calculated on a straight-line basis overthe expected useful life of the asset using the following rates: Plant and equipment - 20% per annumFixtures and fittings - 20 - 33% per annumShort leasehold improvements 20 - 33% per annum The carrying values of plant and equipment are reviewed for impairment eitherannually, or when events or changes in circumstances indicate the carrying valuemay not be recoverable (whichever is earlier). If any such indication exists andwhere the carrying values exceed the estimated recoverable amount, the assetsare written down to their recoverable amount. An item of plant and equipment is derecognised upon disposal or when no futureeconomic benefits are expected to arise from the continued use of the asset. Anygain or loss arising on derecognition of the asset (calculated as the differencebetween the net disposal proceeds and the carrying amount of the item) isincluded in the income statement in the year the item is derecognised. Residual values and estimated remaining lives are reviewed annually. Inventories Inventories are stated at the lower of cost and net realisable value. Constincludes all costs incurred in bringing each product to its present location andcondition on an average cost basis. Net realisable value is the estimatedselling price in the ordinary course of business, less any further costsexpected to be incurred to completion and disposal. Work in Progress Work in progress is the cost of direct materials and labour. Operating Leases Payments made under operating leases (net of any incentives received from thelessor) are charged to the income statement on a straight-line basis over theperiod of the lease. NOTES TO THE INTERIM FINANCIAL STATEMENTS Foreign Currency Transactions in foreign currencies are initially recorded in the functionalcurrency by applying the spot exchange rate at the date of the transaction.Monetary assets and liabilities denominated in foreign currencies areretranslated at the functional currency rate of exchange ruling at the balancesheet date. All differences are taken to the income statement, except fordifferences on monetary assets and liabilities that form part of the Group's netinvestment in a foreign operation. These are taken directly to equity until thedisposal of the net investment, at which time they are recognised in profit orloss. The assets and liabilities of foreign operations are translated into sterling atthe rate of exchange ruling at the balance sheet date. Income and expenses aretranslated at weighted average exchange rates for the year. The resultingexchange differences are taken directly to a separate component of equity. Ondisposal of a foreign entity, the deferred cumulative amount recognised inequity relating to that particular foreign operation is recognised in the incomestatement. Non-monetary items that are measured in terms of historical cost in a foreigncurrency are translated using the exchange rates as at the dates of the initialtransactions. Non-monetary items measured at fair value in a foreign currencyare translated using the exchange rates at the date when the fair value wasdetermined. Intangible AssetsResearch and Development Costs Research costs are expensed as incurred. An intangible asset arising fromdevelopment expenditure on an individual project is recognised only when theGroup can demonstrate the technical feasibility of completing the intangibleasset so that it will be available for use or sale, its intention to completeand its ability to use or sell the asset, how the asset will generate futureeconomic benefits, the ability of resources to complete and the availability tomeasure reliably the expenditure during the development. Following the initialrecognition of the development expenditure, the cost model is applied requiringthe asset to be carried at cost less any accumulated amortisation andaccumulated impairment losses. Any expenditure capitalised is amortised over theperiod of expected future sales from the related project. Computer Software Computer software is carried at cost less accumulated amortisation. Computersoftware has a finite life with no residual value and is amortised on a straightline basis over the expected useful life as follows: •Computer software - 3 years. The carrying value of intangible assets is reviewed for impairment wheneverevents or changes in circumstances indicate the carrying value may not berecoverable. In addition, the carrying value of capitalised developmentexpenditure is reviewed for impairment annually before being brought into use.Cash and Cash Equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in handand short-term deposits with an original maturity date of three months or less. Provisions Provisions are recognised when the Group has a present legal or constructiveobligation and it is probable that an outflow of economic benefits will berequired to settle the obligation and a reliable estimate can be made of theamount of the obligation. NOTES TO THE INTERIM FINANCIAL STATEMENTS Deferred Income Taxes Deferred income tax is provided in full, using the liability method, ontemporary differences arising between the tax bases of assets and liabilitiesand their carrying amounts in the consolidated financial statements. However, ifthe deferred income tax arises from the initial recognition of an asset orliability in a transaction other than a business combination that at the time ofthe transaction affects neither accounting nor taxable profit or loss, it is notaccounted for. Deferred income tax is determined using tax rates (and laws) thathave been enacted or substantially enacted by the balance sheet date andexpected to apply when the related deferred income tax asset is realised or thedeferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable thatfuture taxable profit will be available against which the temporary differencescan be utilised. PensionsThe Group contributes on behalf of its employees to individual personal definedcontribution plans. The contributions made by the Group are recognised as anexpense in the period they fall due. Share-based Payment Transactions Equity-Settled Transactions The cost of equity settled transactions with employees is measured by referenceto the fair value at the date on which they are granted. The fair value isdetermined by an external valuer using an appropriate pricing model. In valuingequity-settled transactions, no account is taken of any performance conditions,other than conditions linked to the price of the shares of the Company ('marketconditions'), if applicable. No expense is recognised for awards that do not ultimately vest, except forawards where vesting is conditional upon a market condition, which are treatedas vesting irrespective of whether or not the market condition is satisfied,provided that all other performance conditions are satisfied. At each balance sheet date before vesting, the cumulative expense is calculated,representing the extent to which the vesting period has expired and management'sbest estimate of the achievement or otherwise of non-market conditions number ofequity instruments that will ultimately vest or in the case of an instrumentsubject to a market condition, be treated as vesting as described above. Themovement in cumulative expense since the previous balance sheet date isrecognised in the income statement, with a corresponding entry in equity. Where the terms of an equity-settled award are modified or a new award isdesignated as replacing a cancelled or settled award, the cost based on theoriginal award terms continues to be recognised over the original vestingperiod. In addition, an expense is recognised over the remainder of the newvesting period for the incremental fair value of any modification, based on thedifference between the fair value of the original award and the fair value ofthe modified award, both as measured on the date of the modification. Noreduction is recognised if this difference is negative. Where an equity-settled award is cancelled, it is treated as if it had vested onthe date of cancellation, and any cost not yet recognised in the incomestatement for the award is expensed immediately. Any compensation paid up to thefair value of the award at the cancellation or settlement date is deducted fromequity, with any excess over fair value being treated as an expense in theincome statement. Financial Assets and Liabilities Trade and Other Receivables Trade receivables, which generally have 30 day terms, are recognised and carriedat original invoice amount less an allowance for any uncollectible amounts. Anestimate for doubtful debts is made when collection of the full amount is nolonger probable, bad debts are written off when identified. NOTES TO THE INTERIM FINANCIAL STATEMENTS Interest Bearing Loans and BorrowingsAll loans and borrowings are initially recorded at fair value net of issue costsassociated with the borrowing. Interest bearing bank loans and overdrafts are recorded at the proceedsreceived, net of direct issue costs. Finance charges, including premiums payableon settlement or redemption and direct issue costs, are accounted for on anamortised cost basis and charged to the Income Statement using the effectiveinterest method and are added to the carrying amount of the instrument to theextent that they are not settled during the period in which they arise. Trade Payables Trade payables are not interest bearing and are stated at their nominal value. Capital Instruments Capital instruments issued by the Company are recorded at the proceeds received,net of direct issue costs. Capital instruments are all instruments that are issued by the Company as ameans to raising finance, including shares, debentures, debt instruments andoptions and warrants that give the holder the right to subscribe for or toobtain capital instruments. An equity instrument is any contract that evidencesa residual interest in the assets of an entity after deducting all of itsliabilities. All equity instruments are included in shareholders funds. Otherinstruments are classified as financial liabilities if they contain acontractual obligation to transfer economic benefits. The finance costs incurredin respect of a capital instrument, other than equity shares, are charged to theIncome Statement over the term of the instrument at a constant percentage rateto the carrying value. Revenue Recognition Revenue is recognised to the extent that it is probable that the economicbenefits will flow to the Group and the revenue can be reliably measured.Revenue is measured at the fair value of the consideration received, excludingdiscounts, rebates, VAT and other sales taxes or duty. The following criteriamust also be met before revenue is recognised. Sale of Goods Revenue from the sale of goods is recognised when the significant risks andrewards of ownership of the goods have passed to the buyer, usually on dispatchof the goods. Rendering of Services Revenue from the emissions reduction business is recognised on a stagecompletion basis by reference to the inventory issued, as a percentage of thetotal inventory issued for each contract. Interest Income Revenue is recognised as interest accrues using the effective interest method.The effective interest rate is the rate that exactly discounts estimated futurecash receipts through the expected life of the financial instrument to its netcarrying amount. Critical accounting policies, judgements and estimates The preparation of financial statements requires management to make estimatesand assumptions that effect the amounts reported for assets and liabilities asat the balance sheet date and the amounts reported for revenues and expensesduring the year. The nature of estimation means that actual outcomes coulddiffer from those estimates. Key sources of estimation uncertainty and criticalaccounting judgements are as follows: NOTES TO THE INTERIM FINANCIAL STATEMENTS Deferred taxation:In the preparation of the financial statements, the Group estimates the incometaxes in each of the taxing jurisdictions in which the Group operates as well asany deferred taxes based on temporary differences. Deferred tax assets relatingto tax loss carry-forwards and temporary differences are recognised in thosecases when future taxable income is expected to permit the recovery of those taxassets. Changes in assumptions in the projections of future taxable income aswell as changes in tax rates could result in significant differences in thevaluation of deferred taxes. Intangible assets:An intangible asset arising from development expenditure on an individualproject is recognised only when the Group can demonstrate the technicalfeasibility of completing the intangible asset so that it will be available foruse or sale, its intention to complete and its ability to use or sell the asset,how the asset will generate future economic benefits, the ability of resourcesto complete and the availability to measure reliably the expenditure during thedevelopment. Following the initial recognition of the development expenditure,the cost model is applied requiring the asset to be carried at cost less anyaccumulated amortisation and accumulated impairment losses. Any expenditurecapitalised is amortised over the period of expected future sales from therelated project. Share-based payments:The estimation of share-based payment costs requires the selection of anappropriate valuation model, consideration as to the inputs necessary for thevaluation chosen and the estimation of the number of awards that will ultimatelyvest, inputs which arise from judgements relating to the continuingparticipation of employees. 3. SEGMENTAL ANALYSIS Revenue by business segment: The primary segment reporting format is determined to be business segments asthe Group's risks and returns are affected predominantly by differences in theproducts and services provided. Secondary segment information is reportedgeographically. Revenue for the six months to 30 June 2007 £'000------------------ ----------------------------------- Vehicle Components Emissions Total Conversions Reduction ------------------ ----------- ----------- --------- ----------Revenue 957 795 117 1,869 Revenue for the six months to 30 June 2006 £'000------------------ ----------------------------------- Vehicle Conversions Components Emissions Reduction Total------------------ ----------- ----------- -------- -------Revenue 761 642 166 1,569 Revenue for the year ended 31 December 2006 £'000 ----------------- ------------------------------------ Vehicle Conversions Components Emissions Reduction Total ----------------- ------------- --------- ------------- --------Revenue 1,744 1,427 901 4,072 Revenue by geographical segment: Period ended Period ended Year ended 30 June 2007 30 June 2006 31 December 2006 £'000 £'000 £'000 ---------------------------- ---------- ---------- ---------Revenue by geographical salesdestination:UK 439 391 537USA 693 746 2,323Australia 322 190 674Rest of Europe 393 230 529Rest of World 22 12 9 ---------- ---------- --------- 1,869 1,569 4,072 ---------- ---------- --------- NOTES TO THE INTERIM FINANCIAL STATEMENTS 4. TRANSITION TO IFRS Application of IFRS 1 'First Time Adoption of IFRS' The Group's financial statements for the year ended 31 December 2007 will be thefirst annual financial statements that comply with IFRS. This financialinformation has been prepared as described in Note 2. The Group has applied IFRS1 in preparing this consolidated financial information. Clean Air Power Limited's transition date is 1 January 2006. The Group preparedits opening IFRS balance sheet at that date. The reporting date of these interimconsolidated financial statements is 30 June 2007. In preparing this consolidated financial information in accordance with IFRS 1,the Group has taken advantage of certain of the optional exemptions from fullretrospective application of IFRS. Exemptions from Full Retrospective Application Elected By the Group IFRS 3 'Business Combinations' The Group has applied the business combinations exemption in IFRS 1. It has notrestated business combinations that took place prior to the 1 January 2006transition date. IAS 21 'Foreign exchange differences' The Group has elected not to calculate the cumulative translation differences onthe net assets of foreign subsidiaries held in reserve at the date oftransition. The reserve is therefore reset to zero at the 1 January 2006transition date. Reconciliations between IFRS and UK GAAP The following reconciliations provide a quantification of the effect of thetransition to IFRS. The first three reconciliations provide an overview of theimpact on equity of the transition at 1 January 2006, 30 June 2006 and 31December 2006. The following two reconciliations provide details of the impactof the transition on net income for the periods ended 30 June 2006 and 31December 2006. • equity at 1 January 2006 • equity at 30 June 2006 • equity at 31 December 2006 • net income for the period ended 30 June 2006 • net income for the year ended 31 December 2006 The transition to IFRS has no effect on the cash flows of the Group but thereare certain presentational differences in the cash flow statement under IFRS andUK GAAP. NOTES TO THE INTERIM FINANCIAL STATEMENTS 4.1 Reconciliation of Equity at 1 January 2006 Notes UK GAAP Effect of IFRS transition to IFRS -------------------------- ------ --------- --------- --------- £'000 £'000 £'000 -------------------------- ------ --------- --------- --------- (restated)AssetsNon-current assetsProperty, plant andequipment 4.1(a) 241 (36) 205Intangible assets 4.1(a) - 36 36 --------- --------- --------- 241 - 241 --------- --------- ---------Current assetsInventories 998 - 998Trade and otherreceivables 663 - 663Cash and cashequivalents 1,163 - 1,163 --------- --------- --------- 2,824 - 2,824 --------- --------- --------- TOTAL ASSETS 3,065 - 3,065 --------- --------- --------- Equity and liabilitiesEquity attributable to equityholders of the parent Ordinary share capital 7 - 7Accumulated loss (33,442) - (33,442)Other reserves 26,734 - 26,734 --------- --------- ---------Total equity (6,701) - (6,701) --------- --------- --------- Non-current liabilitiesPreference shares 3,498 - 3,498Notes payable 144 - 144 --------- --------- --------- 3,642 - 3,642 --------- --------- ---------Current liabilitiesTrade and otherpayables 1,953 - 1,953Notes payable 3,319 - 3,319Provisions 852 - 852 --------- --------- --------- 6,124 - 6,124 --------- --------- --------- --------- --------- ---------TOTAL LIABILITIES 9,766 - 9,766 --------- --------- --------- --------- --------- ---------TOTAL EQUITY ANDLIABILITIES 3,065 - 3,065 --------- --------- --------- Explanation of the effect of the transition to IFRS 4.1(a) Under UK GAAP, computer software was capitalised and reported withinproperty, plant and equipment. Under IFRS computer software is reported as anintangible asset. NOTES TO THE INTERIM FINANCIAL STATEMENTS 4.2 Reconciliation of Equity at 30 June 2006 -------------------------- ------ --------- --------- --------- Notes UK GAAP Effect of IFRS -------------------------- ------ --------- transition to --------- IFRS --------- £'000 £'000 £'000 -------------------------- ------ --------- --------- --------- (restated)AssetsNon-current assetsProperty, plant andequipment 4.2(a) 179 (15) 164Intangible assets 4.2(a) 330 15 345 --------- --------- --------- 509 - 509 --------- --------- --------- Current assetsInventories 870 - 870Trade and otherreceivables 607 - 607Cash and cashequivalents 7,656 - 7,656 --------- --------- --------- 9,133 - 9,133 --------- --------- --------- TOTAL ASSETS 9,642 - 9,642 --------- --------- --------- Equity and liabilitiesEquity attributable to equityholders of the parent Ordinary share capital 15 - 15Accumulated loss (35,043) - (35,043)Other reserves 4.2(b) 33,952 (542) 33,410Share premium 8,982 - 8,982Translation reserve 4.2(b) - 542 542 --------- --------- ---------Total equity 7,906 - 7,906 --------- --------- --------- Current liabilitiesTrade and otherpayables 1,039 - 1,039Provisions 697 - 697 --------- --------- --------- 1,736 - 1,736 --------- --------- --------- --------- --------- ---------TOTAL LIABILITIES 1,736 - 1,736 --------- --------- --------- --------- --------- ---------TOTAL EQUITY ANDLIABILITIES 9,642 - 9,642 --------- --------- --------- Explanation of the effect of the transition to IFRS 4.2(a) Under UK GAAP, computer software was capitalised and reported withinproperty, plant and equipment. Under IFRS computer software is reported as anintangible asset. 4.2(b) Under UK GAAP, translation movements were reported within other reserves.Under IFRS translation movements are reported as a separate component ofequity. NOTES TO THE INTERIM FINANCIAL STATEMENTS 4.3 Reconciliation of Equity at 31 December 2006 -------------------------- ------ --------- --------- --------- Notes UK GAAP Effect of IFRS -------------------------- ------ --------- transition to --------- IFRS --------- £'000 £'000 £'000 -------------------------- ------ --------- --------- --------- (restated)AssetsNon-current assetsProperty, plant andequipment 4.3(a) 134 (18) 116Intangible assets 4.3(a) 408 18 426 --------- --------- --------- 542 - 542 --------- --------- --------- Current assetsInventories 1,090 - 1,090Trade and otherreceivables 1,159 - 1,159Cash and cashequivalents 5,617 - 5,617 --------- --------- --------- 7,866 - 7,866 --------- --------- --------- TOTAL ASSETS 8,408 - 8,408 --------- --------- --------- Equity and liabilitiesEquity attributable to equityholders of the parent Ordinary sharecapital 15 - 15Accumulated loss (36,412) - (36,412)Other reserves 4.3(b) 33,886 (476) 33,410Share premium 8,982 - 8,982Translation reserve 4.3(b) - 476 476 --------- --------- ---------Total equity 6,471 - 6,471 --------- --------- --------- Current liabilitiesTrade and otherpayables 1,130 - 1,130Provisions 807 - 807 --------- --------- --------- 1,937 - 1,937 --------- --------- --------- --------- --------- ---------TOTAL LIABILITIES 1,937 - 1,937 --------- --------- --------- --------- --------- ---------TOTAL EQUITY ANDLIABILITIES 8,408 - 8,408 --------- --------- --------- Explanation of the effect of the transition to IFRS 4.3(a) Under UK GAAP, computer software was capitalised and reported withinproperty, plant and equipment. Under IFRS computer software is reported as anintangible asset. 4.3(b) Under UK GAAP, translation movements were reported within other reserves.Under IFRS translation movements are reported as a separate component ofequity. NOTES TO THE INTERIM FINANCIAL STATEMENTS 4.4 Reconciliation of Net Income for Six Months Ended 30 June 2006 UK GAAP Effect of IFRS ------------------------ ---------- transition to --------- IFRS ---------- £'000 £'000 £'000 ------------------------ ---------- ---------- --------- (restated) Revenue 1,569 - 1,569 Cost of Sales (880) - (880) ---------- ---------- ---------Gross profit 689 - 689 Administrative expenses (2,105) - (2,105)Share-based payments charge (301) - (301) ---------- ---------- ---------Group operating loss (1,717) - (1,717) Reorganisation expenses (196) - (196) ---------- ---------- ---------Loss before finance costs (1,913) - (1,913) Finance costs (109) - (109)Finance income 120 - 120 ---------- ---------- ---------Loss before taxation (1,902) - (1,902) Taxation - - - ---------- ---------- ---------Loss for the period (1,902) - (1,902) ---------- ---------- --------- NOTES TO THE INTERIM FINANCIAL STATEMENTS 4.5 Reconciliation of Net Income for Six Months Ended 31 December 2006 UK GAAP Effect of IFRS ------------------------ ---------- transition to --------- IFRS ---------- £'000 £'000 £'000 ------------------------ ---------- ---------- --------- (restated)Revenue 4,072 - 4,072 Cost of Sales (2,314) - (2,314) ---------- ---------- ---------Gross profit 1,758 - 1,758 Administrative expenses (4,689) - (4,689)Share-based payments charge (759) - (759) ---------- ---------- ---------Group operating loss (3,690) - (3,690) Reorganisation expenses (196) - (196) ---------- ---------- ---------Loss before finance costs (3,886) - (3,886) Finance costs (117) - (117)Finance income 274 - 274 ---------- ---------- ---------Loss before taxation (3,729) - (3,729) Taxation - - - ---------- ---------- ---------Loss for the period (3,729) - (3,729) ---------- ---------- --------- 5. LOSS PER SHARE Unaudited Unaudited Unaudited 6 months ended 6 months ended Year ended 30 June 2007 30 June 2006 31 December 2006 £'000 £'000 £'000Loss for the period (1,441) (1,902) (3,729)Weighted average number ofshares 26,905,479 23,376,479 25,134,312Basic and diluted loss pershare (5.4p) (8.1p) (14.8p) The basic and diluted loss per share are the same because losses have beenincurred which result in all dilutive shares being treated as anti-dilutive. 6. DIVIDEND POLICY In accordance with the Company's policy as set out in its admission documentdoes not propose to declare a dividend. 7. REGISTERED OFFICE The registered office of Clean Air Power Ltd is Clarendon House, 2 ChurchStreet, Hamilton, HM 11, Bermuda.Copies of this statement are available from the registered office, atwww.cleanairpower.com and from:8 Lancaster Court, Coronation Road, Cressex Business Park, High Wycombe, Bucks,HP12 3TD, United Kingdom Independent Review Report to Clean Air Power Ltd Introduction We have been instructed by the company to review the financial information forthe six months ended 30 June 2007 which comprises the Consolidated IncomeStatement, Consolidated Balance Sheet, Consolidated Cash Flow Statement,Consolidated Statement of Changes in Equity, and the related notes 1 to 7. Wehave read the other information contained in the interim report and consideredwhether it contains any apparent misstatements or material inconsistencies withthe financial information. This report is made solely to the company in accordance with guidance containedin Bulletin 1999/4 'Review of interim financial information' issued by theAuditing Practices Board. To the fullest extent permitted by law, we do notaccept or assume responsibility to anyone other than the company, for our work,for this report, or for the conclusions we have formed. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by, the directors. The directorsare responsible for preparing the interim report as required by the AIM Rulesissued by the London Stock Exchange. As disclosed in note 2, the next annual financial statements of the group willbe prepared in accordance with those IFRSs adopted for use by the EuropeanUnion. This interim report has been prepared in accordance with the requirementsof IFRS 1, "First Time Adoption of International Financial Reporting Standards"relevant to interim reports. The accounting policies are consistent with those that the directors intend touse in the next financial statements. There is, however, a possibility that thedirectors may determine that some changes to these policies are necessary whenpreparing the full annual financial statements for the first time in accordancewith those IFRSs adopted for use by the European Union. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4'Review of interim financial information' issued by the Auditing Practices Boardfor use in the United Kingdom. A review consists principally of making enquiriesof group management and applying analytical procedures to the financialinformation and underlying financial data, and based thereon, assessing whetherthe accounting policies and presentation have been consistently applied, unlessotherwise disclosed. A review excludes audit procedures such as tests ofcontrols and verification of assets, liabilities and transactions. It issubstantially less in scope than an audit performed in accordance withInternational Standards on Auditing (UK and Ireland) and therefore provides alower level of assurance than an audit. Accordingly we do not express an auditopinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended 30 June 2007. Ernst & Young LLPManchester, United Kingdom This information is provided by RNS The company news service from the London Stock Exchange