Proton Mtr Pwr Regulatory News (PPS)

19 Sep 2007 07:01

Proton Power Systems PLC19 September 2007 Press Release 19 September 2007 Proton Power Systems plc ("Proton Power" or "the Company") Interim Results Proton Power Systems plc (AIM:PPS), a leading designer, developer and producerof fuel cells and fuel cell-electric hybrid systems for the "back to base"market, today announces its Interim Results for the six months to 30 June 2007. Highlights - Three new orders secured from: - Bucher/EMPA (street cleaning vehicles, Switzerland) - Skoda Electric (city bus project, Prague) - Alster-Touristik (passenger ferry, Hamburg)- Appointment of Achim Loecher as Chief Financial Officer of Proton Power's subsidiary Proton Motor Fuel Cell GmbH ("PMFC")- PMFC's new facility at Puchheim, Munich was officially opened on 13 September 2007- Turnover was £295,000 compared with 2006: £718,000- Loss of £951,000 compared with 2006: (£477,000). Commenting on the results, Felix Heidelberg, CEO of Proton Power, said: "Thelaunch of our new facility in Puchheim has enabled us to move fully into thecommercialisation stage and we are pleased to have secured three new orders inkey areas for Proton Power: ferries, buses and utilities. With governmentinitiatives continuously driving the market and supporting and endorsing ProtonPower's strategy, we look forward to the future and further orders withconfidence." - Ends - For further information: Proton Power Systems plc Felix Heidelberg, CEO Tel: +49 (0) 89 1276265 0 f.heidelberg@proton-motor.de www.protonpowersystems.com Noble & Company Limited Graeme Bayley / John Llewellyn-Lloyd Tel: +44 (0) 20 7763 2200 www.noblegp.com Media enquiries: Abchurch Communications Limited Justin Heath / Franziska Boehnke Tel: +44 (0) 20 7398 7700 franziska.boehnke@abchurch-group.com www.abchurch-group.com Chairman's and CEO's statement Financial overview We are pleased to report our unaudited Interim Results for the half year ended30 June 2007. In the 6 months to 30 June 2007 turnover was £295,000 which was in line withexpectations and which compares with 2006: £142,000 (excluding the £576,000 "oneoff" licence fee income from L3 Communications Corporation, USA). The out-turnfor the half year was a loss of £951,000 which was also in line withexpectations and compares on a like for like basis, with a loss in 2006 of£1,053,000 (adjusting for the "one off" £576,000 licence fee income from L3Communications Corporation, USA). Business development Overall the rate of order intake was generally in line with expectations withnew orders received for our hybrid drive systems for: - passenger ferry which will operate on Hamburg's Alster river- utility (street cleaning) vehicle for Bucher/EMPA, Switzerland- city bus for Skoda Electric which will operate in Prague The half year under review also saw the extension to a Purchase and Co-operationAgreement and commencement of initial deliveries of the first volume order forfuel cell modules for auxiliary power units (APUs) to an internationaltechnology leader. Other milestones during the half year were the: - appointment in June 2007 of Achim Loecher as Chief Financial Officer, Proton Motor Fuel Cell GmbH ("PMFC")- move of the Company's subsidiary to Puchheim, Munich to single site premises in order to scale business and enter into volume automated production, as well as to provide an important platform for increased marketing of its fuel cell technology. The new headquarters also allows for additional expansion and so meet the constant increase in demand for our services Outlook PMFC's new facility at Puchheim, Munich was officially opened by arepresentative of the Bavarian Ministry of Economic Affairs, Infrastructure,Transport and Technology on 13 September 2007. The feedback from the many guestswho attended was most complimentary. This single site facility, with the capability for modular expansion withminimum disruption to ongoing production, forms the springboard for theup-scaling of volume and the transition and transformation of the Company fromproject (low volume/high cost) to series (high volume/low cost/high value added)designer, developer and manufacturer of fuel cell hybrid systems for the, "backto base" applications market. This new facility will enable us to invest upfront in facilities and people inorder to drive down unit costs and thereby deliver volume orders - a virtuouscircle which represents our next major challenge and focus. Enquiries and expressions of interest in the Company's products are beingreceived from a wide variety of potential customers with varying applicationrequirements and with the benefit of our new facilities it is hoped to convertsome of these into firm orders during the course of the next few months. Subsequent to the half year end, we appointed Noble & Company Limited as our newNomad and Broker and Abchurch Communications Limited as our new Financial PublicRelations Advisor. Once again, on behalf of the Board we would take this opportunity to thank thePMFC team and our advisors for their hard work and effort and our shareholders,customers and suppliers for their continued confidence and support. Bernard Robinson OBE DL Felix HeidelbergChairman Chief Executive Independent review report by Grant Thornton UK LLP to Proton Power Systems plc Introduction We have been instructed by the company to review the financial information forthe six months ended 30 June 2007 which comprises the income statement, balancesheet, cash flow statement, statement of changes in equity and the related notes1 to 6. We have read the other information contained in the interim report andconsidered whether it contains any apparent misstatements or materialinconsistencies with the financial information. This report is made solely to the company in accordance with guidance containedin Bulletin 1999/4: Review of Interim Financial Information. Our review has beenundertaken so that we might state to the company those matters we are requiredto state to it in this report and for no other purpose. To the fullest extentpermitted by law, we do not accept or assume responsibility to anyone other thanthe company for our review work, for this report, or for the conclusions we havereached. 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 in accordance with the AIMRules which require that the interim report must be presented and prepared in aform consistent with that which will be adopted in the company's annual accountshaving regard to the accounting standards applicable to such annual accounts. 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 UK. A review consists principally of making enquiries ofmanagement and applying analytical procedures to the financial information andunderlying financial data and based thereon, assessing whether the accountingpolicies and presentation have been consistently applied unless otherwisedisclosed. A review excludes audit procedures such as tests of controls andverification of assets, liabilities and transactions. It is substantially lessin scope than an audit performed in accordance with International Standards onAuditing (UK and Ireland) and therefore provides a lower level of assurance thanan audit. Accordingly, we do not express an audit opinion on the financialinformation. 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. Grant Thornton UK LLP) 18 September 2007Chartered Accountants and Registered AuditorsLeeds, England Consolidated income statement Note Unaudited Unaudited Audited 6 months to 6 months to Year to 31 30 June 2007 30 June 2006 December 2006 £'000 £'000 £'000Continuing operationsRevenue 295 718 1,057Cost of sales (423) (680) (1,030) Gross profit/(loss) (128) 38 27Other operating income 25 - 12Administrative expenses 2 (882) (501) (1,836) Operating loss (985) (463) (1,797)Finance income 50 - 8Finance costs (16) (14) (11) Loss for the year attributable to equity holders (951) (477) (1,800)of the Company Loss per share (expressed as pence per share)Basic 4 (3.0) (1.9) (6.8) Diluted 4 (3.0) (1.9) (6.8) Consolidated balance sheet Unaudited Unaudited Audited 6 months to 6 months to Year to 31 30 June 2007 30 June 2006 December 2006 £'000 £'000 £'000Non-current assetsIntangible assets 244 5 99Property, plant and equipment 54 69 55 298 74 154Current assetsInventories 15 - 21Trade and other receivables 747 446 956Cash and cash equivalents 2,025 1 1,886 2,787 447 2,863 Total assets 3,085 521 3,017 Capital and reservesOrdinary shares 1,570 93 1,570Share premium 4,735 3,171 4,735Merger reserve 15,656 - 15,656Reverse acquisition reserve (13,862) - (13,862)Share based payment reserve 295 - 147Foreign translation reserve 26 (3) 30Capital contributions 916 940 916Retained earnings (7,958) (5,772) (7,007) Total equity 1,378 (1,571) 2,185 Non-current liabilitiesBorrowings 677 - - Current liabilitiesBorrowings 299 666 -Trade and other payables 731 1,426 832 1,030 2,092 832 Total liabilities 1,707 2,092 832 Total equity and liabilities 3,085 521 3,017 The total equity of the group at 30 June 2006 differs from that shown on thePlacing and Admission to AIM document by £213,000; this is due to provisionsrecognised at 30 June 2006, no longer required when the annual accounts to 31December 2006 were prepared. Statement of changes in equity Attributable to equity holders of the CompanyGroup Share Share Merger Reverse Share Translation Capital Retained Total Capital Premium Reserves Acquisition Based reserve contri-bution Earnings Equity Reserves Payment Reserves Reserve £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 January 93 3,158 - - - 23 936 (5,297) (1,087)2006 Loss for the period - - - - - - - (477) (477) Currency translation - 12 - - - - 3 (1) 14differences Total recognised income - 12 - - - - 3 (478) (463)and expenses for theperiod Balance at 30 June 2006 93 3,170 - - - 23 939 (5,775) (1,550) Balance at 1 July 2006 93 3,170 - - - 23 939 (5,775) (1,550) Loss for the period - - - - - - - (1,323) (1,323) Currency translation (2) (80) - - - 7 (23) 91 (7)differences Total recognised income (2) (80) - - - 7 (23) (1,232) (1,330)and expenses for theperiodShare based payments - - - - 147 - - - 147creditProceeds from share 329 4,924 - - - - - - 5,253issuesShare issue costs - (335) - - - - - - (335)Reverse acquisition (see 1,150 (2,944) 15,656 (13,862) - - - - -below) Balance at 31 December 1,570 4,735 15,656 (13,862) 147 30 916 (7,007) 2,1852006 Balance at 1 January 1,570 4,735 15,656 (13,862) 147 30 916 (7,007) 2,1852007 Loss for the period - - - - - - - (951) (951) Currency translation - - - - - (4) - - (4)differences Total recognised income - - - - - (4) - (951) (955)and expenses for theperiodShare based payments - - - - 148 - - - 148credit Balance at 30 June 2007 1,570 4,735 15,656 (13,862) 295 26 916 (7,958) 1,378 Share premium account On Admission to the Alternative Investment Market of the London Stock Exchangethe Company issued 6,190,863 shares at 80p, generating £4,952,690. Costsdirectly associated with the issue of the new shares totalled £335,000 and havebeen set off against the premium generated on issue of new shares. Merger reserve The merger reserve of £15,656,000 arises as a result of the acquisition ofProton Motor Fuel Cell GmbH during 2006. The merger reserve represents thedifference between the nominal value of the share capital issued by the Companyand their fair value at 31 October 2006, the date of the acquisition. Reverse acquisition reserve The reverse acquisition reserve arises as a result of the method of accountingfor the acquisition of Proton Motor Fuel Cell GmbH by the Company. In accordancewith IFRSs the acquisition has been accounted for as a reverse acquisition. Consolidated cash flow statement Unaudited Unaudited Audited 6 months to 6 months to Year to 31 Note 30 June 2007 30 June 2006 December 2006 £'000 £'000 £'000Cash flows from operating activitiesNet cash used in operations 6 (705) (397) (2,299)Interest received 50 1 6Interest paid (10) (15) (60) Net cash used in operating activities (665) (411) (2,353) Cash flows from investing activitiesInvestment in subsidiary - - (138)Purchase of intangible assets (149) - (98)Purchase of tangible assets (23) (5) (9) Net cash used in investing activities (172) (5) (245) Cash flows from financing activitiesProceeds from issue of share capital - - 3,644Increase in loan balances 1,000 591 1,195Loan repayments (24) (172) (372) Net cash generated from financing activities 976 419 4,467 Net increase/ (decrease) in cash and cash 139 (3) 1,869equivalentsOpening cash and cash equivalents 1,886 17 17 Closing cash and cash equivalents 2,025 14 1,886 Notes to the interim report 1. Basis of preparation The 31 December 2006 consolidated financial statements of Proton Power Systemsplc were prepared in accordance with International Financial Reporting Standards(IFRS) as adopted by the European Union and with those parts of the CompaniesAct 1985 applicable to those companies under IFRS under the historical costconvention. There have been no changes to the accounting policies set out in the2006 statutory accounts and these have been applied in preparing the interimfinancial statements Proton Power Systems plc was incorporated on 7 February 2006 and on 31 October2006 acquired the entire share capital of Proton Motor Fuel Cell GmbH. As aresult of this transaction, the shareholders in Proton Motor Fuel Cell GmbHreceived shares in the Company. In preparing the consolidated financial statements, Proton Motor Fuel Cell GmbHhas been deemed to be the acquirer and the Company, the legal parent, has beendeemed to be the acquiree. Under IFRS 3 "Business Combinations", the acquisitionof Proton Motor Fuel Cell GmbH by the Company has been accounted for as areverse acquisition and the consolidated IFRS financial information of theCompany is therefore a continuation of the financial information of Proton MotorFuel Cell GmbH. The interim financial statements are unaudited and do not constitute statutoryaccounts within the meaning of Section 240 of the Companies Act 1985. Thefinancial information for the year ended 31 December 2006 has been derived fromthe published statutory accounts. A copy of the full accounts for that period,on which the auditors issued an unqualified report that did not containstatements under Section 237 (2) or (3) of the Companies Act 1985, has beendelivered to the Registrar of Companies. 2. Share based payments The Group has incurred an expense in respect of share options and shares issuedto employees as follows: Unaudited Unaudited Audited 6 months to 6 months to Year to 31 30 June 2007 30 June 2006 December 2006 £'000 £'000 £'000 Share options 109 - 31Shares 39 - 116 148 - 147 3. Taxation Due to losses within the Group, no expenses for tax on income were required ineither the current or prior periods. 4. Loss per share Basic loss per share is calculated by dividing the loss attributable to equityholders of the Company by the weighted average number of ordinary shares inissue during the year. Diluted loss per share is calculated by adjusting the weighted average number ofordinary shares outstanding to assume conversion of all dilutive potentialordinary shares. The Company has one category of dilutive potential ordinaryshares, share options, however these have not been included in the calculationof loss per share because they are anti dilutive for these periods. Unaudited Unaudited Audited 6 months to 6 months to Year to 30 June 2007 30 June 2006 31 December 2006 Basic Diluted Basic Diluted Basic Diluted £'000 £'000 £'000 £'000 £'000 £'000 Loss attributable to equity holders of the (951) (951) (477) (477) (1,800) (1,800)CompanyWeighted average number of ordinary shares in 31,391 31,391 25,200 25,200 26,370 26,370issue (thousands)Shares issuable (weighted) - share options - 1,184 - - - 121(thousands)Adjustment - (1,184) - - - - Adjusted weighted average number of ordinary 31,391 31,391 25,200 25,200 26,370 26,491shares Pence Pence Pence Pence Pence Pence per per per per per per share share share share share share Loss per share (pence per share) (3.0) (3.0) (1.9) (1.9) (6.8) (6.8) The adjustment to the weighted average number of shares used in the calculationof diluted loss per share reflects share options in issue where the exerciseprice exceeds the average market price of shares in the period. 5. Business combination On 31 October 2006, the Company, acquired the entire share capital of ProtonMotor Fuel Cell GmbH by means of a share-for-share exchange whereby theshareholders in Proton Motor Fuel Cell GmbH received shares in the Company. Inpreparing the consolidated financial statements, Proton Motor Fuel Cell GmbH hasbeen deemed to be the acquirer and the Company, the legal parent, has beendeemed to be acquiree. In accordance with IFRS 3 "Business Combinations", this transaction has beenaccounted as a reverse acquisition. The key features of this basis ofconsolidation are: • The consolidated IFRS financial statement is a continuation of the financial statement of Proton Motor Fuel Cell GmbH and the retained earnings recognised are a continuation of those of Proton Motor Fuel Cell GmbH immediately before the business combination. • The consolidated income statement for the year ended 31 December 2006 includes the results of Proton Motor Fuel Cell GmbH for the year ended 31 December 2006 and of Proton Power Systems plc from 31 October 2006, the date of the reverse acquisition. • The assets and liabilities of Proton Motor Fuel Cell GmbH are measured based on their pre-combination carrying amounts. • The equity structure appearing in this consolidated financial statement reflects the equity structure of the legal parent, Proton Power Systems plc. However, the total issued equity instruments reflects that of the legal subsidiary, Proton Motor Fuel Cell GmbH. To achieve this a reverse acquisition reserve of £13.862 million has been created, being the difference between the required Group equity instruments and the reported equity of the parent. • Proton Power Systems plc has been consolidated from the date of the reverse acquisition using the fair value of its assets and liabilities at that date. The cost of the acquisition was £nil and negative goodwill of £198,000 arose on the acquisition. 6. Cash generated from operating activities Unaudited Unaudited Audited 6 months to 6 months to Year to 31 30 June 30 June December 2007 2006 2006 £'000 £'000 £'000 Loss for the period (951) (477) (1,800)Adjustments for:Depreciation and amortisation 24 25 44Negative goodwill credit - - (198)Interest income including loan waivers (50) (1) (57)Interest expense 16 15 60Share based payments 148 - 147 Operating loss before changes in net working capital (813) (438) (1,804)Inventories 6 - (21)Receivables 209 (402) (454)Payables (107) 443 (20) Net cash used in operations (705) (397) (2,299) -Ends- This information is provided by RNS The company news service from the London Stock Exchange