CAP.L Regulatory News (CAP)

14 Sep 2006 07:02

Clean Air Power Limited14 September 2006 For Immediate Release 14th September 2006 Clean Air Power Ltd ("Clean Air Power" or "the Company") Interim Results for the six months to 30th June 2006 Clean Air Power Ltd (AIM:CAP) the developer of Dual-FuelTM combustion technologyfor heavy-duty diesel engines today announces its results for the 6 month periodended 30 June 2006. Highlights • Successful IPO on AIM, raising £10.6m (gross proceeds) • Launch of the Genesis Dual-FuelTM system in May 2006 • Genesis product now available on Mercedes and DAF Euro III platforms • Successful conversion of Mercedes truck completed for Tesco trial and subsequently delivered in July • Successful conversion of DAF truck delivered to Warburtons bakers • 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 • Revenues £1.6m (£2.0m for 6 months to June 2005) • Gross margin 44% versus 35% for 6 months to June 2005 • Operating loss (excluding share-based payments charge of £0.3m) £1.4m (£1.5m for 6 months to June 2005 ) • Losses after tax £1.4m (excluding share-based payments charge of £0.3m and reorganisation expenses of £0.2m) (£1.7m for 6 months to June 2005 ) Commenting on the results, John Pettitt, Chief Executive of Clean Air Powersaid: "The first half of 2006 has been a very exciting and productive time for CleanAir Power. The main focus has been on the development of new products and improved costcontrol. This has resulted in the launch of our new Genesis product in May andan improvement in the bottom line result before exceptional items compared withlast year." For further details please contact: Clean Air Power Tel: +44 (0) 1494 527110John Pettitt, Chief ExecutivePeter Rowse, Finance Director Buchanan Communications Tel: +44 (0)20 7466 5000Charles Ryland/Ben Willey/Ben Romney Outlook 2006 continues to be an exciting year for Clean Air Power. Since our admissionto AIM in February the Company's plans for increased commercialisation of itstechnology are progressing well. The Company is ideally placed to take advantage of two significant and highprofile global issues, increasing fossil fuel cost and growing concern overharmful emissions and CO2. Clean Air Power technology delivers a markedimprovement in both of these areas and has been proven on over 1,600 trucksworldwide. Some of these Dual-FuelTM vehicles have run for more than seven yearsand some have completed more than 1,000,000 km running on Dual-FuelTM systems. Since the completion of our first Genesis conversion on a DAF truck forWarburtons in May, we have also developed a new Mercedes variant of our product,initially for supply to Tesco plc. Tesco began trialing the vehicle in July 2006and the trial is expected to be completed in November, with results beingpresented around the end of the year. We believe the trial will provide Tescowith a positive confirmation of the reliability and cost savings produced by ourtechnology. If successful we anticipate further sales of the Genesis product toTesco and other operators as a result. The ultimate goal of the Company is to enter into an agreement with amanufacturer and these plans can be described as being in their early stages. We have recruited new staff to strengthen both the sales and engineering teamsas Clean Air Power drives forward to develop its commercial and technologicalexpertise. Financial Review During the six months to 30 June 2006 Clean Air Power implemented its newcommercial strategy. The original core product range had reached the end of itslife cycle in most markets and new products have been launched to widen thepotential markets. The new products were not launched until May and June,accordingly the year to date revenue of £1.569m is lower than the £1.993machieved in the same period of 2005. The 2006 gross margin to date of 44% shows a significant improvement on the 35%achieved up until June 2005. The improvement is driven by the heavier weightingof the component business in the mix. This factor coupled with careful expensecontrol produced an operating loss (before a share based payments charge of£0.301m) of £1.416m which compares favourably with the £1.526m loss from thesame period in 2005 despite the lower sales level. A non cash expense relating to the implementation of Financial ReportingStandard No. 20 (FRS20) and resulting share-based payments charge of £0.301m wasincurred. Additionally reorganisation expenses of £0.196m contributed to theoverall net loss of £1.902m compared with £1.698m at June 2005. The Company'sreorganisation is now complete, consequently further charges relating to groupreorganisation are not expected. However, in accordance with FRS20 further P&Lcharges relating to share based payments are expected in the future. Discounting the two items listed above the adjusted net result of £1.405mcompares favourably with the £1.698m from 2005. 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 cost savings for the operator whilst considerablyreducing emissions and CO2. The original application of this technology in trucks was carried out inpartnership with a single engine manufacturer. This route to market providedcertain engineering benefits but meant that Clean Air Power was commerciallyrestricted to the markets and operators where this manufacturer had a presence. The 'Genesis' product was designed to address this commercial restriction. It isdesigned to be generic and is ultimately adaptable to fit any Euro III enginethereby rendering a much wider market accessible to the Company. In May of 2006the first 'Genesis' model was completed. Warburtons, the national bakerycompany, who have a large fleet of heavy duty trucks, took delivery of the'Genesis' truck in the first week of June 2006. Clean Air Power is actively marketing the Genesis product and have now produceda demonstration model to allow potential customers to gain a first handexperience of a Dual-FuelTM truck. Genesis Target Markets Clean Air Power is also targeting major supermarkets, logistics companies, localauthorities and haulage firms for its 'Genesis' product. We believe these typesof organisation will appreciate the financial benefits of converting theirvehicles to gas whilst also understanding that they will be making a positiveenvironmental 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 Trial A very important achievement for the Company is the successful conversion of aMercedes Axor truck for Tesco. This conversion project enjoyed the support andcooperation of both Tesco and Mercedes. On completion of the conversion Tescobegan a trial of the vehicle which will run from mid-July until the end ofNovember. It's objective is to assess the operational effectiveness, potentialcost savings and environmental impact of the Dual-FuelTM truck. We have reason to be optimistic concerning the outcome of the trial based on ourtrack record of our technology on its previous platforms. OEM Developments The 'Genesis' system has been specifically developed to be an after market retrofitted product which can be installed without the need for formal cooperation ofthe engine manufacturers. Our strategic goal is to work with vehicle and engine manufacturers to reach anagreement licensing the Dual FuelTM technology to them and developing it furtherwith their full cooperation. In this way the benefits of our technology can bemaximised. The Company is actively pursuing this route to market although werecognise that we are in the early stages of this process. The strategy involves encouraging the engine manufacturers to adopt ourtechnology in partnership with a combination of interested parties. Truckoperators, environmental bodies and governments would all benefit from thewidespread adoption of our Dual FuelTM technology. By demonstrating the benefitsof our technology to these parties we expect to enlist their support therebybuilding a compelling proposition for the manufacturers. Australia We have some excellent potential opportunities in Australia. The market enjoysactive government support, with the benefits of a Clean Air Power product beingwell recognised within the industry. There are also plans to improve theavailability of natural gas by improving the country's gas infrastructure.Existing Dual-FuelTM operators are achieving significant savings and we are inactive discussions with some of Australia's largest fleet operators regardingtrials of our product. Intellectual Property Developments The Company holds 35 patents covering various aspects of its technology. During2006 two significant new patents were granted relating to areas of technologythe Company believes will be useful as we develop our future product ranges. Thefirst covers the application of homogeneous charge compression ignition (HCCI)to the patented Dual-FuelTM system. HCCI is a technology that will be used toreduce emissions from internal combustion engines in the future. The second, entitled "Gas-Fueled, Compression Ignition Engine with MaximizedPilot Ignition Intensity" covers Clean Air Power's MicropilotTM technology.Micropilot, characterized as the use of high-energy ultra-low quantities ofdiesel to ignite a charge of natural gas, has been demonstrated to dramaticallyreduce emissions from Dual-FuelTM engines. This technology is an integral partof the solution offered by Clean Air Power to enable diesel engines to operateon clean natural gas and meet the emissions and performance challenges of thefuture. 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. We expect to strengthen our sales force todevelop further opportunities for this area of our business. Sales in the first half of 2006 for our components generated revenue of £0.642m,approximately 41% of total revenue. This level of sales compares favourably withthe £0.418m achieved in the first half of 2005 and demand remains strong in thisarea. 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. Sales in the first half of 2006 of £0.166m in 2006 are approximately in linewith the same point in 2005 (£0.120m) and we remain very confident regarding therevenues for the second half of the year since we are in the process ofdelivering a £0.6m contract which is scheduled to be delivered before the end of2006. Considering that total revenues from this business in 2005 were £0.280m,this contract provides an excellent growth opportunity. Consolidated Profit & Loss Accountfor the 6 Months Ended 30 June 2006 Unaudited Unaudited 6 Months Ended 6 Months Ended 30 June 2006 30 June 2005 £'000 £'000 Turnover 1,569 1,993Cost of Sales (880) (1,289)Gross Profit 689 704 Administrative Expenses (2,105) (2,230)Share Based Payment Charge (301) -Operating Loss (1,717) (1,526) Reorganisation Expenses (196) - Loss Before Interest (1,913) (1,526) Interest receivable 120 9Interest payable (109) (181) Loss on Ordinary Activities Before Taxation (1,902) (1,698) Taxation - - Loss on Ordinary Activities After Taxation (1,902) (1,698) Basic and Diluted Loss Per Share (8.1p) (10.4p) Consolidated Statement of Total Recognised Gains & Losses for the 6 Months Ended 30 June 2006 Unaudited Unaudited 6 Months Ended 6 Months Ended 30 June 2006 30 June 2005 £'000 £'000Loss for the Period (1,902) (1,698)Currency Translation Differences on ForeignCurrency Net Investments 622 (1,461)Total Gains & Losses Recognised (1,280) (3,159) Consolidated Balance Sheet as at 30 June 2006 Unaudited Unaudited 6 Months Ended 6 Months Ended 30 June 2006 30 June 2005 £'000 £'000Fixed AssetsIntangible Fixed Assets 330 -Tangible Fixed Assets 179 325 509 325Current AssetsStocks 870 1,314Debtors: Due Within One Year 445 545Other Assets 162 50Cash at Bank and in Hand 7,656 748 9,133 2,657 Creditors: Due Within One Year (1,736) (2,145)Notes Payable: Due Within One Year - (1,910) Net Current Assets/(Liabilities) 7,397 (1,398) Notes Payable: Due After More Than One Year - (144)Preference Shares - (1,946) Net Assets/(Liabilities) 7,906 (3,163) Capital and Reserves Called Up Share Capital 15 5Share Premium 8,982 -Other Reserves 34,052 27,451Profit and Loss Account (35,143) (30,619)Equity Shareholders Funds 7,906 (3,163) Consolidated Cash Flow Statement for the Six Months Ended 30 June 2006 Unaudited Unaudited 6 Months Ended 6 Months Ended 30 June 2006 30 June 2005 £'000 £'000Net Cash Outflow from Operating Activities (1,807) (1,377)Returns on Investment & Servicing of FinanceInterest Received 120 9Interest Paid (70) (104)Group Reorganisation Cost (196) -Capital ExpenditurePayments to Acquire Fixed Assets (405) (12)Proceeds from Sale of Fixed Assets - 13Net Cash Outflow Before Financing (2,358) (1,471) FinancingIssue of Ordinary Shares 10,587 -Share Issue Costs (1,599) -Proceeds from Notes Payable - 1,262Payments on Notes Payable (137) (101)Increase/(Decrease) in Cash 6,493 (310) Reconciliation of Operating Loss to Net Cash Flow from Operating Activities Unaudited Unaudited 6 Months Ended 6 Months Ended 30 June 2006 30 June 2005 £'000 £'000Operating Loss (1,717) (1,526)Depreciation 127 140Share Based Payment Charge 301 -(Increase)/ Decrease in Stocks 272 465(Increase)/ Decrease in Other Assets 180 (328)(Increase)/ Decrease in Debtors (43) 61Increase/ (Decrease) in Creditors (1,070) (629)Other Non-cash Movements 143 440Net Cash outflow from Operating Activities (1,807) (1,377) Reconciliation of Net Cash Flow to Movement in Net Funds Unaudited Unaudited 6 Months Ended 6 Months Ended 30 June 2006 30 June 2005 £'000 £'000 Increase/(Decrease) in Cash 6,493 (310)Issued Debt - (1,262)Payments on Notes Payable 137 101Change in Net Funds Resulting from Cashflow 6,630 (1,471) Foreign Exchange Translation Differences (65) (98)Conversion of Debt to Equity 3,391 144Net Funds at Beginning of Period (2,300) 119Net Funds at End of Period 7,656 (1,306) The above schedule excludes from debt convertible preference shares valued at£21.845m, £1.946m and £3.498m at 31st December 2004, 30th June 2005 and 31stDecember 2005 respectively. No preference shares remain at 30 June 2006. Notes to the accounts: 1 Group Reorganisation Under a group reorganisation on 27th February 2006 the Company acquired thewhole of the share capital of Clean Air Power Inc. and Clean Air Power Ltd. (theUK registered entity) in exchange for shares. The reorganisation has beenaccounted for in accordance with the principles of merger accounting set in theFinancial Reporting Standard No. 6 (FRS6). The interim results have beenprepared as if Clean Air Power Inc. and Clean Air Power Ltd. had been owned andcontrolled by the Company throughout the periods ended 30th June 2005 and 30thJune 2006. 2 Basis of preparation The interim consolidated financial information of the Group is prepared underthe historical cost convention, and in accordance with United Kingdom GenerallyAccepted Accounting Practice. The interim financial information contained inthis statement does not constitute statutory accounts as defined under section240 of the Companies Act 1985. The interim financial information is unauditedbut has been reviewed by the auditors. The information has been prepared on thebasis of the accounting policies set out in the statutory accounts for Clean AirPower Inc. (adjusted where applicable for UK GAAP compliance) and Clean AirPower Ltd. (UK) for the year ended 31 December 2005. The statutory accounts forClean Air Power Inc. (which were prepared in accordance with Generally AcceptedAccounting Standards in the US) and Clean Air Power Ltd. (UK) were audited andan unqualified opinion was issued on each. The Board of directors approved the Interim Report on 14 September 2006. 3 US to UK GAAP Conversion The Clean Air Power Inc. financial information is originally prepared inaccordance with US GAAP. However, since Clean Air Power Ltd. will be publishingfuture results in sterling the information has been translated on a proformabasis for consistency and ease of comparison as the company progresses. The 2005 information has been translated at an average $US to £ rate of 1.87462for the Profit and Loss account and Cashflow Statement and a closing $US to £rate of 1.80480 for the balance sheet. The main adjustment to the Clean Air Power Inc. financial information is due tothe application of the requirements of Financial Reporting Standard No. 25(FRS25) to the convertible promissory notes. 4 Accounting Policies The accounting policies used are consistent with those applied in the latestpublished accounts of the individual group entities. The following policies areapplicable for the first time in these statements, and will be applied in theGroup's full year consolidated results. Share-based payments Equity settled transactions The cost of equity-settled transactions with employees is measured by referenceto the fair value at the date at which they are granted and is recognised as anexpense over the vesting period, which ends on the date on which the relevantemployees become fully entitled to the award. Fair value is determined by usingan appropriate pricing model. In valuing equity-settled transactions, no accountis taken of any vesting conditions, other than conditions linked to the price ofthe shares of the company (market conditions). 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 Interest bearing loans and borrowings All loans and borrowings are initially recorded at fair value net of issue costsassociated with the borrowing. Interest bearing bank loans and overdrafts are 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 Profit and Loss Account using theeffective interest method and are added to the carrying amount of the instrumentto the extent that they are not settled during the period in which they arise. 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 theProfit and Loss Account over the term of the instrument at a constant percentagerate to the carrying value. Preference Shares have been classified as liabilities in accordance with FRS 25. Intangible assets Intangible assets are carried at cost less accumulated amortisation andaccumulated impairment losses. Intangible assets acquired separately from a business are carried initially atcost. Expenditure on internally developed intangible assets, excludingdevelopment costs, is taken to the income statement in the year in which it isincurred. Development expenditure is recognised as an intangible asset onlyafter its technical feasibility and commercial viability can be demonstrated. Intangible assets with a finite life are amortised on a straight line basis overtheir expected useful lives, as follows: • development expenditure - 2 to 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. 5 Turnover and Segmental Analysis The revenue for the 6 month period to 30 June 2006 is broken down as follows:- Vehicle Components Emissions Product Support Other Total Conversions ReductionUK 288 - - 103 - 391USA 34 358 166 188 - 746Australia 97 73 - 20 - 190Rest of 25 205 - - - 230EuropeRest of - 6 - 6 - 12World 444 642 166 317 - 1,569 The revenue for the 6 month period to 30 June 2005 is broken down as follows:- Vehicle Components Emissions Product Support Other Total Conversions ReductionUK 884 142 - 1,026USA 19 175 120 188 130 632Australia 71 55 - 4 - 130Rest of - 184 - 1 - 185EuropeRest of - 4 - 16 - 20World 974 418 120 351 130 1,993 6 Loss Per Share The basic and diluted loss per share has been calculated on the following basis: Unaudited Unaudited 6 months ended 6 months ended June 2006 June 2005 Loss for the period(£'000) (1,902) (1,698) Weighted average no.of shares 23,376,479 16,318,479 Basic and diluted loss per share (8.1p) (10.4p) The basic and diluted loss per share are the same because losses have beenincurred which result in all potentially dilutive shares being treated asanti-dilutive. 7 Dividend Policy In accordance with the company's policy as set out in its admission document thecompany does not propose to declare a dividend. 8 Registered Office Copies of this statement are available at the registered office of Clean AirPower Ltd. at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. 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 2006 which comprises the Consolidated Profit andLoss Account, Consolidated Balance Sheet, Consolidated Cash Flow Statement,Consolidated Statement of Total Recognised Gains and Losses and the relatednotes 1 to 8. We have read the other information contained in the interim reportand considered whether it contains any apparent misstatements or materialinconsistencies with the financial information. This report is made solely to the company having regard to guidance contained inBulletin 1999/4 'Review of interim financial information' issued by the AuditingPractices Board. To the fullest extent permitted by the law, we do not accept orassume responsibility to anyone other than the company, for our work, for thisreport, 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. Review work performed We conducted our review having regard to the guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing PracticesBoard for use in the United Kingdom. A review consists principally of makingenquiries of group management and applying analytical procedures to thefinancial information and underlying financial data, and based thereon,assessing whether the accounting policies and presentation have beenconsistently applied, unless otherwise disclosed. A review excludes auditprocedures such as tests of controls and verification of assets, liabilities andtransactions. It is substantially less in scope than an audit performed inaccordance with International Standards on Auditing (UK and Ireland) andtherefore provides a lower level of assurance than an audit. Accordingly we donot express an audit opinion 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 2006. Ernst & Young LLPManchester14 September 2006 This information is provided by RNS The company news service from the London Stock Exchange