4 Oct 2012 14:00
For release at 2.00pm 4 October 2012
ALTERNATIVE ENERGY LIMITED
Interim Results for period to 29 February 2012
The Company is pleased to present its unaudited interim accounts for the six months ended 29 February 2012. Extracts are set out below.
CHAIRMAN'S STATEMENT
The latest interim figures for the Company for the period to 29th February 2012 are being released at the same time as a further announcement which it is expected will mark a new impetus for the Group.
As the February figures show, the development of the Group and its products from the research and development to the commercial phase was not easy, particularly against the background of a changing market in the renewable energy sector.
The Company has for some time been seeking significant partners and markets for its products and services, and such arrangements take time to put in place. It was against this background that trading of the shares of the Company was suspended on 30 May 2012 pending release of the Company's interim statement for the six months ended 29 February 2012. During that period of suspension, the Company has been concluding its arrangements with its various new partners and settling the Company's capital requirements for those arrangements and is now in a position to announce those arrangements along with the interims and ask for the trading in the Company's shares to be resumed. Accordingly, following the release of the announcement containing the Interims, the suspension of the Company's shares from trading will be lifted, and the Company's shares are expected to resume trading from 2.00pm on 4 October 2012.
I am therefore very satisfied to be able to announce not only the company's arrangements in respect of the significant Indonesian1000 Island Project, but also the potentially significant relationship with one of China's leading photovoltaic cell manufacturers which has already resulted in the Company securing and performing a Euro 9.5 million contract in Germany, and which should enable the Company to source one of the principal components of its next generation solar products at competitive prices.
With solar panels and cells now becoming affordable commodities, the Company's development of its building integrated solar technologies and solar powered eLive housing is more relevant and competitive, particularly in those developing countries which are our target markets. Penetration of these markets will also make it easier for the Company to sell its other products such as lighting.
The Company will now be focussing hard on the execution of those transactions announced which could see the Company create a much stronger and more visible presence in the Renewable Energy sector.
Christopher Nightingale
Chairman
REPORT ON REVIEW OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES FOR THE SIX MONTHS PERIOD ENDED 29 FEBRUARY 2012
Introduction
We have been engaged to review the accompanying unaudited interim condensed consolidated financial information of Alternative Energy Limited (the "Company") and its subsidiaries (the "Group"), which comprises the statement of financial position, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows and the related notes for the six months ended 29 February 2012. Our responsibility is to express a conclusion on the unaudited interim condensed consolidated financial information based on our review.
This report is made solely to the Board of Directors and we do not accept or assume responsibility to any party other than the Board of Directors, for our works, for this report, or for the conclusion we have formed.
Directors' Responsibilities
The interim financial report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with IAS 34 "Interim Financial Reporting", and the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market ("AIM") which require that the interim financial report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial information in the interim financial report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of unaudited interim condensed consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying unaudited interim condensed consolidated financial information are not presented fairly, in all material respects, in accordance with IAS 34.
Emphasis of Matter
We draw your attention to Note 2 which indicates the Group has been incurring losses for the current and past periods. The Group has taken measures as described in Note 2 to secure the necessary funding to meet its daily operation needs. If these measures described in Note 2 fail to materialise, this could indicate an existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. Our conclusion is not qualified in respect of this matter.
BDO LLP
Public Accountants and
Certified Public Accountants
Singapore
2 October 2012
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited | Unaudited | Audited | ||||
Note | 29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | ||||
Assets | ||||||
Non-current assets | ||||||
Plant and equipment | 3 | 14,851 | 59,009 | 25,295 | ||
Investment in joint venture | 4 | 44,790 | - | 118,690 | ||
Intangible assets | 5 | 15,010,807 | 11,235,497 | 14,997,818 | ||
15,070,448 | 11,294,506 | 15,141,803 | ||||
Current assets | ||||||
Cash and bank balances | 6 | 542,690 | 1,117,064 | 924,864 | ||
Trade and other receivables | 7 | 196,720 | 224,686 | 193,222 | ||
739,410 | 1,341,750 | 1,118,086 | ||||
Total assets | 15,809,858 | 12,636,256 | 16,259,889 | |||
Equity and liabilities | ||||||
Capital and reserves | ||||||
Issued capital | 8 | 21,768,397 | 14,383,792 | 19,400,355 | ||
Capital reserve | 8 | 1,137,062 | 4,000,000 | 3,505,104 | ||
Treasury shares | 9 | (56,400) | (56,400) | (56,400) | ||
Share options reserve | 10 | 1,348,219 | 619,724 | 981,260 | ||
Convertible loans reserve | 11 | 201,162 | 788,824 | 201,162 | ||
Accumulated losses | (12,722,803) | (9,365,828) | (11,260,437) | |||
Foreign currency translation reserve | 15 | - | 15 | |||
11,675,652 | 10,370,112 | 12,771,059 | ||||
Current liabilities | ||||||
Other payables and accruals | 12 | 766,382 | 395,111 | 694,527 | ||
Convertible loans | 13 | 3,295,884 | 1,828,225 | 2,722,363 | ||
Provisions | 14 | 71,940 | 42,808 | 71,940 | ||
4,134,206 | 2,266,144 | 3,488,830 | ||||
Total equity and liabilities | 15,809,858 | 12,636,256 | 16,259,889 |
ALTERNATIVE ENERGY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1.9.2011 to | 1.9.2010 to | |||
29.2.2012 | 28.2.2011 | |||
Unaudited | Unaudited | |||
Note | US$ | US$ | ||
Revenue | 94,509 | 24,555 | ||
Cost of sales | (52,857) | (18,280) | ||
Gross profit | 41,652 | 6,275 | ||
Other income | 7,715 | 12 | ||
Administrative expenses | (785,368) | (786,181) | ||
Other expenses | (651,897) | (1,324,256) | ||
Finance cost | (568) | (1,892) | ||
Share of loss from equity-accounted joint venture | 4 | (73,900) | - | |
Loss before income tax | 15 | (1,462,366) | (2,106,042) | |
Income tax | 16 | - | - | |
Loss for the financial period, representing total comprehensive loss for the period | (1,462,366) | (2,106,042) | ||
Attributable to: | ||||
Equity holders of the Company | (1,462,366) | (2,106,042) | ||
Loss per share (US$ cents) | ||||
Basic and diluted | 17 | # | # |
# denotes a figure which is less than US$0.01 cent.
ALTERNATIVE ENERGY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Issued | Capital | Treasury | Share options | Convertible loans | Accumulated | Foreign currency translation | ||
capital | reserve | shares | reserve | reserve | losses | reserve | Total | |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |
Balance at 1 September 2011 | 19,400,355 | 3,505,104 | (56,400) | 981,260 | 201,162 | (11,260,437) | 15 | 12,771,059 |
Total comprehensive loss for the period | - | - | - | - | - | (1,462,366) | - | (1,462,366) |
Shares issued during the period (Note 8) | 2,368,042 | (2,368,042) | - | - | - | - | - | - |
Grant of equity-settled share options to employees | - | - | - | 366,959 | - | - | - | 366,959 |
Balance at 29 February 2012 | 21,768,397 | 1,137,062 | (56,400) | 1,348,219 | 201,162 | (12,722,803) | 15 | 11,675,652 |
ALTERNATIVE ENERGY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)
Issued | Capital | Treasury | Share options | Convertible loans | Accumulated | ||
capital | reserve | shares | reserve | reserve | losses | Total | |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |
Balance at 1 September 2010 | 14,383,792 | - | (56,400) | 264,082 | 401,052 | (7,259,786) | 7,732,740 |
Total comprehensive loss for the period | - | - | - | - | - | (2,106,042) | (2,106,042) |
Share issued | 1,725,000 | - | - | - | - | - | 1,725,000 |
Shares allotted but not issued | - | 2,275,000 | - | - | - | - | 2,275,000 |
Grant of equity-settled share options to employees | - | - | - | 355,642 | - | - | 355,642 |
Reserve attributable to equity components of convertible loans | - | - | - | - | 387,772 | - | 387,772 |
Balance at 28 February 2011 | 16,108,792 | 2,275,000 | (56,400) | 619,724 | 788,824 | (9,365,828) | 10,370,112 |
ALTERNATIVE ENERGY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
1.9.2011 to | 1.9.2010 to | ||
29.2.2012 | 28.2.2011 | ||
Unaudited | Unaudited | ||
US$ | US$ | ||
Operating activities | |||
Loss before income tax | (1,462,366) | (2,106,042) | |
Adjustments for: | |||
Depreciation of plant and equipment | 10,444 | 57,048 | |
Gain on sale of plant and equipment | (77) | - | |
Amortisation of intangible assets | 3,219 | 8,248 | |
Provision for reinstatement cost | - | 1 | |
Provision for unutilised leave | - | 820 | |
Share options expense | 366,959 | 355,642 | |
Interest income | - | (12) | |
Interest expense | 568 | 1,892 | |
Share of loss from equity-accounted joint venture | 73,900 | - | |
Operating cash flows before movements in working capital | (1,007,353) | (1,682,403) | |
Increase in trade and other receivables | (3,498) | (75,717) | |
Increase in other payables and accruals | 71,855 | 212,598 | |
Net cash used in operations | (938,996) | (1,545,522) | |
Interest paid | (568) | (1,892) | |
Net cash used in operating activities | (939,564) | (1,547,414) | |
Investing activities | |||
Interest received | - | 12 | |
Purchase of plant and equipment | - | (1,641) | |
Proceeds from sale of plant and equipment | 77 | - | |
Decrease in pledged fixed deposits | 3,433 | 2,084 | |
Additions of intangible assets | (16,208) | (35,837) | |
Net cash used in investing activities | (12,698) | (35,382) | |
Financing activities | |||
Proceeds from convertible loans | 573,521 | 2,488,239 | |
Repayment of convertible loans | - | (1,467,915) | |
Net cash from financing activities | 573,521 | 1,020,324 | |
Net decrease in cash and cash equivalents | (378,741) | (562,472) | |
Cash and cash equivalents at beginning of period | 825,602 | 1,584,158 | |
Cash and cash equivalents at end of period (Note 6) | 446,861 | 1,021,686 |
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012
1. General
The Company was incorporated in Singapore on 26 December 2006 under the name of Alternative Energy Pte. Ltd. On 11 July 2007 the Company was converted into a public limited company and changed its name to Alternative Energy Limited (the "Company"). The Company is domiciled in Singapore. The registered office of the Company is at 1 Science Park Road, #02-09, The Capricorn, Singapore Science Park II, Singapore 117528.
On 12 October 2007, the Company was successfully admitted to trading on AIM, a market operated by the London Stock Exchange.
The principal activity of the Company is the provision of technology, hardware and equipment for renewable energy and green energy solutions. It also develops and makes investments or acquisitions energy technologies, businesses and companies which offer an alternative to conventional fossil fuel and nuclear methods of generating household and industrial energy, as well as performing management services (including marketing and other necessary services) to its subsidiaries. The principal activities of the subsidiaries are that of research and development of renewable energies for household consumers and holding of trademarks and intellectual properties. The Group's operation is not subject to any seasonality or cyclicality.
The interim unaudited financial statements of the Company and its subsidiary (the "Group") for the period ended 29 February 2012 were authorised for issue by the Board of Directors on 2 October 2012.
2. Basis of preparation
The unaudited interim condensed consolidated financial information for the 6 months ended 29 February 2012 has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.
The unaudited interim condensed consolidated financial information does not include all the information and disclosures required in the annual financial statements. Accordingly, this report is to be read in conjunction with the Annual Report for the year ended 31 August 2011 and any public announcements made by the Group during the interim reporting period.
The unaudited interim condensed consolidated financial information for the six months period ended 29 February 2012 do not constitute statutory accounts and have been drawn up using accounting policies and presentation expected to be adopted in the Group's full financial statements for the financial year ending 31 August 2012, which are not expected to be significantly different to those set out in note 2 to the Group's audited financial statements for the year ended 31 August 2011.
The financial information for the year ended 31 August 2011 has been extracted from the statutory accounts for that period. The auditors' report for the year ended 31 August 2011 was unqualified with an emphasis of matter paragraph referring to the Group's abilities to continue as a going concern.
The financial information for the 6 months ended 28 February 2011 has been extracted from the unaudited interim results released on 27 May 2011.
2. Basis of preparation (Continued)
Going concern
In preparing the unaudited interim condensed consolidated financial information, the directors have carefully considered the future liquidity of the Group in the light of the current financial position of the Group and as at 29 February 2012 the recurring losses from operations in the current and past financial years.
The Group has now entered into a number of arrangements which are intended to produce revenues and raise capital. The Group has signed a revised conditional convertible loan arrangement with its chairman which should make available further funding for working capital purposes, it has also entered into a conditional placement arrangement with LDK Solar and is planning to raise a further US$4.8 million through a preferred offering to shareholders. Whilst each of these measures is conditional, the directors have indicated that they are confident that the relevant conditions will be fulfilled.
In respect of the business and revenues of the Group, the Group has now signed heads of terms appointing them as principal Engineering Procurement and Construction contractor for a major Indonesian project and has commenced sales of the solar panels with a large contract in Germany. The Group has also commenced sales of its lighting products in Singapore, Indonesia, UK and other jurisdictions. Many of these sales are test orders which have led to other quotations for larger projects.
The directors are confident that the measures they are taking, together with the continuing financial support of the Chairman, will yield the Group sufficient working capital to finance its operations and remain a going concern for the foreseeable future. Hence, notwithstanding that the Group has incurred an operating loss of US$1,462,366 for the period ended 29 February 2012 (for the period ended 28 February 2011: US$2,106,042), the directors of the Company are of the opinion that it is appropriate to prepare the unaudited interim condensed consolidated financial statements of the Group on a going concern basis.
If the Group is unable to continue in operational existence for the foreseeable future, the Group may be unable to discharge its liabilities in the normal course of business and adjustments may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the statements of financial position of the Group and the Company. No such adjustments have been made to these unaudited interim condensed consolidated financial statements of the Group.
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012 (Continued)
3. Plant and equipment
Office renovation | Computers | Machinery, office equipment, furniture and fittings | Total | ||||
US$ | US$ | US$ | US$ | ||||
Unaudited | |||||||
29 February 2012 | |||||||
Cost | |||||||
As at 1 September 2011 | 117,788 | 62,026 | 233,143 | 412,957 | |||
Disposal | - | (1,496) | - | (1,496) | |||
As at 29 February 2012 | 117,788 | 60,530 | 233,143 | 411,461 | |||
Accumulated depreciation | |||||||
As at 1 September 2011 | 117,788 | 54,698 | 215,176 | 387,662 | |||
Depreciation charge for the | |||||||
period | - | 3,271 | 7,173 | 10,444 | |||
Disposal | - | (1,496) | - | (1,496) | |||
As at 29 February 2012 | - | 56,473 | 222,349 | 396,610 | |||
Net carrying amount | |||||||
As at 29 February 2012 | - | 4,057 | 10,794 | 14,851 | |||
Unaudited | |||||||
28 February 2011 | |||||||
Cost | |||||||
As at 1 September 2010 | 117,788 | 61,322 | 230,896 | 410,006 | |||
Additions | - | 1,641 | - | 1,641 | |||
Write off | - | (3,353) | - | (3,353) | |||
As at 28 February 2011 | 117,788 | 59,610 | 230,896 | 408,294 | |||
Accumulated depreciation | |||||||
As at 1 September 2010 | 106,263 | 43,775 | 145,552 | 295,590 | |||
Depreciation charge for the | 11,399 | 8,697 | 36,952 | 57,048 | |||
period | |||||||
Write off | - | (3,353) | - | (3,353) | |||
As at 28 February 2011 | 117,662 | 49,119 | 182,504 | 349,285 | |||
Net carrying amount | |||||||
As at 28 February 2011 | 126 | 10,491 | 48,392 | 59,009 |
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012 (Continued)
3. Plant and equipment (Continued)
Officerenovation | Computers | Machinery,officeequipment,furnitureand fittings | Total | ||||
Audited | US$ | US$ | US$ | US$ | |||
30 August 2011 | |||||||
Cost | |||||||
As at 1 September 2010 | 117,788 | 61,322 | 230,896 | 410,006 | |||
Additions | - | 4,057 | 2,247 | 6,304 | |||
Written off | - | (3,353) | - | (3,353) | |||
As at 31 August 2011 | 117,788 | 62,026 | 233,143 | 412,957 | |||
Accumulated depreciation | |||||||
As at 1 September 2010 | 106,263 | 43,775 | 145,552 | 295,590 | |||
Depreciation charge for the financial year | 11,525 | 14,276 | 69,624 | 95,425 | |||
Written off | - | (3,353) | - | (3,353) | |||
As at 31 August 2011 | 117,788 | 54,698 | 215,176 | 387,662 | |||
Net carrying amount | |||||||
As at 31 August 2011 | - | 7,328 | 17,967 | 25,295 |
4. Investment in joint venture
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Balance at beginning of financial periods/year | 118,690 | - | - | ||
Acquisition of joint venture | - | - | 120,696 | ||
Share of loss | (73,900) | - | (2,021) | ||
Currency translation differences | - | - | 15 | ||
Balance at end of financial periods/year | 44,790 | - | 118,690 |
The details of the joint venture are as follows:
Joint venture | Principal activities | Country of incorporation/ operation |
Effective equity Interest | ||
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2010 | |||
Held by Alternative Energy Holdings Limited | % | % | % | ||
The Green Light Company | Manufacture light fittings, street lights and other lighting equipment | The People's Republic of China | 50 | - | 50 |
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL YEAR ENDED 29 FEBRUARY 2011 (Continued)
4. Investment in joint venture (Continued)
On 21 January 2011, Alternative Energy Holdings Limited, a wholly-owned subsidiary of the Company, incorporated a joint venture company in the People's Republic of China with Jiashan Joray Electronic Technology Co. Ltd., a company incorporated in the People's Republic of China. The joint venture is a limited liability company.
The unaudited management financial information of the joint venture are used for the equity accounting purposes in preparation of the unaudited interim condensed consolidated financial information of the Group.
The Group's interest (based on the paid-up capital ratio) in the joint venture are as follows:
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2010 | |||
US$ | US$ | US$ | |||
Assets and liabilities: | |||||
Total assets | 89,127 | - | 118,690 | ||
Total liabilities | (92,552) | - | - | ||
Net assets | (3,425) | - | 118,690 | ||
Results | |||||
Revenue | - | - | |||
Loss for the financial periods/year | (73,900) | - | (2,021) |
5. Intangible assets
Goodwill | Computer software | Patents | Trademarks | Total | |||||
US$ | US$ | US$ | US$ | US$ | |||||
Unaudited | |||||||||
29 February 2012 | |||||||||
Cost | |||||||||
As at 1 September 2011 | 464,726 | 54,486 | 14,131,128 | 394,495 | 15,044,835 | ||||
Additions | - | - | 13,633 | 2,575 | 16,208 | ||||
As at 29 February 2012 | 464,726 | 54,486 | 14,144,761 | 397,070 | 15,061,043 | ||||
Accumulated amortisation | |||||||||
As at 1 September 2011 | - | 47,017 | - | - | 47,017 | ||||
Amortisation for the period | - | 3,219 | - | - | 3,219 | ||||
As at 29 February 2012 | - | 50,236 | - | - | 50,236 | ||||
Net carrying amount | |||||||||
As at 29 February 2012 | 464,726 | 4,250 | 14,144,761 | 397,070 | 15,010,807 | ||||
5. Intangible assets (Continued)
Goodwill | Computer software | Patents | Trademarks | Total | |||||
US$ | US$ | US$ | US$ | US$ | |||||
Unaudited | |||||||||
28 February 2011 | |||||||||
Cost | |||||||||
As at 1 September 2010 | 464,726 | 54,486 | 6,396,350 | 326,387 | 7,241,949 | ||||
Additions | - | - | 4,020,219 | 15,618 | 4,035,837 | ||||
As at 28 February 2011 | 464,726 | 54,486 | 10,416,569 | 342,005 | 11,277,786 | ||||
Accumulated amortisation | |||||||||
As at 1 September 2010 | - | 34,041 | - | - | 34,041 | ||||
Amortisation for the period | - | 8,248 | - | - | 8,248 | ||||
As at 28 February 2011 | - | 42,289 | - | - | 42,289 | ||||
Net carrying amount | |||||||||
As at 28 February 2011 | 464,726 | 12,197 | 10,416,569 | 342,005 | 11,235,497 |
Audited | |||||||||
30 August 2011 | |||||||||
Cost | |||||||||
As at 1 September 2010 | 464,726 | 54,486 | 6,396,350 | 326,387 | 7,241,949 | ||||
Additions | - | - | 7,734,778 | 68,108 | 7,802,886 | ||||
As at 31 August 2011 | 464,726 | 54,486 | 14,131,128 | 394,495 | 15,044,835 | ||||
Accumulated amortisation | |||||||||
As at 1 September 2010 | - | 34,041 | - | - | 34,041 | ||||
Amortisation for the financial year | - | 12,976 | - | - | 12,976 | ||||
As at 31 August 2011 | - | 47,017 | - | - | 47,017 | ||||
Net carrying amount | |||||||||
AAs at 31 August 2011 | 464,726 | 7,469 | 14,131,128 | 394,495 | 14,997,818 | ||||
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued plus any direct cost of acquisition.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired.
As at 29 February 2012, the management has assessed and determined that the goodwill is not impaired. Such assessment and determination require the management to make judgements, estimates and assumptions. These estimates and associated assumptions are continually evaluated and are based on historical experience and other factors including expectations of future events or changes in circumstances. Actual results may differ from these estimates.
5. Intangible assets (Continued)
Pursuant to an agreement entered into between the Company and a related party in 2010, the Company is to acquire certain patents and technology from the said related party. An independent professional valuer had valued these patents and technology at US$33 million. Having considered this, on the date of agreement, the Company and the said related party have agreed on the purchase consideration for the purchase of these patents and technology at US$20 million and amount shall be fully settled by the issue of 666,666,666 new ordinary shares of the Company at US$0.03 per share. The obligation to pay the purchase consideration is subject to certain terms and conditions.
In January 2011, upon the successful registration of patents, the Company purchased patents and technology for a contractual purchase consideration of US$4 million by allotting 133,333,333 new ordinary shares for the fair value of the purchase consideration of US$7,666,667 as disclosed in Note 8. As of 29 February 2012, after the successful registration of patents, 313,558,332 new ordinary shares have already been issued as part of this purchase.
For the purpose of the consolidated statement of cashflows, the group's additions to intangible assets during the periods/year comprise the following:
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Additions to intangible assets | 16,208 | 4,035,837 | 7,802,886 | ||
Non-cash transaction settlement by issuance of new ordinary shares (Note 8) | - | (4,000,000) | * (7,667,667) | ||
Purchase of intangible assets by cash payment | 16,208 | 35,837 | 136,219 |
* This represents fair value based on the Company's share price as at 27 January 2011.
6. Cash and cash equivalents
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Cash on hand and bank balances | 446,861 | 1,021,686 | 825,602 | ||
Fixed deposits | 95,829 | 95,378 | 99,262 | ||
Cash and bank balances | 542,690 | 1,117,064 | 924,864 | ||
Less: fixed deposits pledged to a bank | (95,829) | (95,378) | (99,262) | ||
Cash and cash equivalents as per consolidated statements of cash flow | 446,861 | 1,021,686 | 825,602 | ||
Fixed deposits are pledged with the bank, with original maturing periods of not more than 365 (28.2.2011: 365 and 31.8.2011: 365) days. Interest rate ranges from 0.35% to 0.45% (28.2.2011: 0.45% to 0.55% and 31.8.2011: 0.35% to 0.45%).
The Group's fixed deposits of US$95,829 (28.2.2011: US$95,378 and 31.8.2011: US$99,262) are pledged to bank for credit card facility granted to a subsidiary company.
7. Trade and other receivables
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Trade receivables | 14,586 | 480 | 19,072 | ||
Other receivables | 58,187 | 71,078 | 51,996 | ||
Deposits | 117,984 | 115,556 | 117,002 | ||
Prepayments | 5,963 | 37,572 | 5,152 | ||
196,720 | 224,686 | 193,222 |
All other receivables are not past due and are not impaired as at the end of the financial periods/year.
8. Issued capital
Unaudited | Unaudited | Audited | Unaudited | Unaudited | Audited | ||||||
29.2.2012 | 28.2.2011 | 31.8.2011 | 29.2.2012 | 28.2.2011 | 31.8.2011 | ||||||
Number of ordinary shares | US$ | US$ | US$ | ||||||||
Issued and fully-paid: | |||||||||||
Balance at beginning of financial periods/years | 1,493,547,563 | 1,398,672,563 | 1,398,672,563 | 19,400,355 | 14,383,792 | 14,383,792 | |||||
Issue of new ordinary shares | 41,183,333 | 30,000,000 | 94,875,000 | 2,368,042 | 1,725,000 | 5,016,563 | |||||
Balance at end of financial periods/years | 1,534,730,896 | 1,428,672,563 | 1,493,547,563 | 21,768,397 | 16,108,792 | 19,400,355 | |||||
In January 2011, the Company purchased patents from a related party for a contractual purchase consideration of US$4 million (which represents a fair value of US$7,666,667 based on the Company's share price as at 27 January 2011) by allotting 133,333,333 ordinary shares of the Company to the related party and will be issued as follows:
(a) US$4,161,563 of the 1st tranche has been settled by way of issuing 72,375,000 new ordinary shares. 30 million share representing US$1,725,000 capital reserve has been issued in January 2011 and the remaining 42,375,000 ordinary share representing US$2,436,543 has been issued in various date from April to July 2011.
(b) US$3,505,104 of the 2nd tranche were to be settled by way of issuing 60,958,333 new ordinary shares.
On various dates during the period ended 29 February 2012, 41,183,333 new ordinary shares representing US$2,368,042 of capital reserve have been issued from 2nd tranche above.
In May 2011, the Company issued 22,500,000 new ordinary shares to shareholders. These ordinary shares were issued at US$0.04. Cash amounting to US$900,000 was raised from this exercise. The costs directly attributable to this issuance of new ordinary shares amounted to US$45,000 has been deducted from the proceeds received.
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012 (Continued)
9. Treasury shares
Unaudited | Unaudited | Audited | Unaudited | Unaudited | Audited | ||||||
29.2.2012 | 28.2.2011 | 31.8.2011 | 29.2.2012 | 28.2.2011 | 31.8.2011 | ||||||
Number of ordinary shares | US$ | US$ | US$ | ||||||||
Issued and fully- paid: | |||||||||||
Balance at beginning and end of financial periods/year | 1,922,966 | 1,922,966 | 1,922,966 | 56,400 | 56,400 | 56,400 | |||||
10. Share options reserve
Share options reserve represents equity-settled share options granted to directors of the Company and employees of the Group. The reserve is made up of cumulative value of services received from share options holders recorded on grant of equity-settled share options.
The movement of this account is disclosed in the statement of changes in equity.
11. Convertible loans reserve
The convertible loans reserve represents the residual amount of convertible loans after deducting the fair value of the liability component. This amount is presented net of transaction costs and deferred liability arising from the convertible loan.
12. Other payables and accruals
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Other payables | 362,062 | 223,288 | 506,979 | ||
Accruals | 217,924 | 108,638 | 124,697 | ||
Amount due to a director | 186,396 | 63,185 | 62,851 | ||
766,382 | 395,111 | 694,527 |
Amount due to a director is due to Christopher Nightingale and is interest-free, unsecured and repayable on demand.
13. Convertible loans
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Convertible loans due to a director | 3,295,884 | 1,828,225 | 2,722,363 |
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012 (Continued)
13. Convertible loans (Continued)
The convertible loans are denominated in United States dollar. Convertible loans due to a director represents the residual amount of convertible loans due to Christopher Nightingale after deducting the fair value of the equity component and is made up as follows:
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Net proceeds from issue of convertible | |||||
loans | 5,791,666 | 4,084,964 | 5,087,053 | ||
Amount classified as equity | (201,162) | (788,824) | (201,162) | ||
5,590,504 | 3,296,140 | 4,885,891 | |||
Less: Account with director | (2,294,620) | (1,467,915) | (2,163,528) | ||
Amount due to a director (net) | 3,295,884 | 1,828,225 | 2,722,363 |
The salient terms and conditions of the convertible loan agreement are summarised as follows:
·; The term of the loan commences on the date of the convertible loan agreement and shall terminate on 1 May 2012 ("Repayment Date");
·; The loan shall be interest-free;
·; The Lender shall have the right at any time during the term of the loan to convert any part of the loan into ordinary listed shares of the Company at US$0.03 share;
·; The Company may without penalty repay the whole or part of the loan before the repayment term;
·; The Company may also offset any expenses or amount owing from the Lender to the Company against the loan; and
·; The Lender is currently rolling over the loan on a monthly basis pending agreement of revised terms for a longer term facility.
14. Provisions
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Provision for unutilised leave | 50,745 | 20,742 | 50,745 | ||
Provision for reinstatement cost | 21,195 | 22,066 | 21,195 | ||
71,940 | 42,808 | 71,940 |
Provision for unutilised leave represents employee entitlements to annual leave as a result of services rendered by employees up to the statement of financial position date.
Provision for reinstatement cost is relation to the obligation for dismantlement, removal or restoration of office premises.
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012 (Continued)
14. Provisions (Continued)
Movements in the provisions are as follows:
Unaudited | Unaudited | Audited | |||
29.2.2012 | 28.2.2011 | 31.8.2011 | |||
US$ | US$ | US$ | |||
Balance at beginning of financial periods/year | 71,940 | 41,987 | 41,987 | ||
Additions during the financial periods/year | - | 821 | 29,953 | ||
Balance at end of financial periods/year | 71,940 | 42,808 | 71,940 |
15. Loss before income tax
In addition to the information disclosed elsewhere in the unaudited financial information, the Group's loss before income tax is arrived at after charging the following:
1.9.2011 to | 1.9.2010 to | ||
29.2.2012 | 28.2.2011 | ||
Unaudited | Unaudited | ||
US$ | US$ | ||
Staff costs | |||
- Directors' remuneration other than fees | 229,627 | 200,821 | |
- Employee benefits expense | 172,809 | 206,356 | |
Amortisation of intangible assets | 3,219 | 8,248 | |
Depreciation of plant and equipment | 10,444 | 57,048 | |
Office rental | 129,402 | 152,068 | |
Equipment rental | 1,185 | 1,227 | |
Foreign currency exchange loss, net | 5,635 | 4,010 | |
Research and development costs expensed off | - | 164,694 | |
Professional fees | 217,817 | 277,615 | |
Share options expense | 366,959 | 355,642 |
16. Income tax
The Group has no chargeable income for the 6 months period ended 29 February 2012 and 28 February 2011. Accordingly, no provision for income tax has been provided.
16. Income tax (Continued)
The income tax expense has been determined by applying the Singapore income tax rate of 17% to loss before income tax and total charge for the financial period can be reconciled to accounting loss as follows:
1.9.2011 to | 1.9.2010 to | ||
29.2.2012 | 28.2.2011 | ||
Unaudited | Unaudited | ||
US$ | US$ | ||
Reconciliation of effective tax rate | |||
Loss for the financial period | (1,462,366) | (2,106,042) | |
Tax calculated at statutory rate of 17% | (248,602) | (358,027) | |
Expenses not deductible for tax purposes | 44,328 | 83,926 | |
Income not subject to tax | 12,745 | - | |
Deferred tax assets not recognised | 191,529 | 274,101 | |
- | - |
Deferred tax assets have not been recognised because it is not certain whether future taxable profits will be available against which the Group can utilise the benefits.
As at the reporting date, the Group had unutilised tax losses amounting to US$10,329,928 (28.2.2011: US$6,581,838), which are available for set-off against future taxable profits subject to the provisions of the Singapore Income Tax Act and agreement by the Singapore tax authority.
17. Basic and diluted loss per share
Basic loss per share is calculated by dividing the Group's loss attributable to equity holders by the weighted average number of ordinary shares in issue during the period.
For the purpose of calculating diluted loss per share, the Group's net loss attributable to equity holders and the weighted average number of ordinary shares in issue are adjusted for the effects of all dilutive potential ordinary shares. The outstanding are adjusted for the effects of all dilutive potential ordinary shares. The Group has two categories of dilutive potential ordinary shares: convertible loans and share options.
Diluted earnings per share amounts are calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
Convertible loans are assumed to have been converted into ordinary shares at US$0.03 per share and net of any expenses amount owing from the lender to the Company against the loan. The net loss is adjusted to eliminate the interest expense less the tax effect.
For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The differences are added to the denominator as an issuance of ordinary shares for no consideration. No adjustment is made to earnings.
ALTERNATIVE ENERGY LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 29 FEBRUARY 2012 (Continued)
17. Basic and diluted loss per share (Continued)
1.9.2011 to 29.2.2012 | 1.9.2010 to 28.2.2011 | ||||||
Unaudited | Unaudited | ||||||
Basic | Diluted | Basic | Diluted | ||||
Net loss attributable to equity holders of the Company | US$1,462,366 | US$1,462,366 | US$2,106,042 | US$2,106,042 | |||
Number of shares | Number of shares | ||||||
Basic | Diluted | Basic | Diluted | ||||
Weighted average number of ordinary shares | 1,511,579,239 | 1,511,579,239 | 1,422,376,000 | 1,422,376,000 | |||
Adjustments for potentially dilutive ordinary shares | - | 190,862,800 | - | 149,973,000 | |||
1,511,579,239 | 1,702,442,039 | 1,422,376,000 | 1,572,349,000 | ||||
Basic loss per share | # | # | # | # | |||
# denotes a figure which is less than US$0.01 cent
18. Share-based payments
The Employee Share Option Scheme (ESOS) enables directors and employees of the Company and its subsidiaries to subscribe for ordinary shares in the capital of the Company, exercisable at varying periods from the date of grant depending whether the exercise price is set at market price in respect of that offer. Since the date of inception, no shares were granted or awarded under the Share Performance Plan (SPP).
The EOS Committee has on 5 May 2010 resolved to grant Incentive Options to the employees of the Group under the existing Alternative Energy Limited (AEL) ESOS scheme exercisable at US$0.03 per ordinary share.
Information in respect of the share options granted under the Company's ESOS was as follows:
1.9.2011 to | 1.9.2010 to | ||
29.2.2012 | 28.2.2011 | ||
Number of share options | |||
('000) | ('000) | ||
Balance at beginning of financial periods/year | 81,000 | 81,000 | |
Number of share options granted during the financial periods/year | - | (7,000) | |
Balance at end of financial periods/year | 81,000 | 81,000 | |
81,000,000 share options were granted in the prior financial year. The estimated fair value of the share options granted is US$1,480,000.
18. Share-based payments (Continued)
The fair value of share options as at the date of grant is estimated by an external valuer using the Black-Scholes-Merton model, taking into account the terms and conditions upon which the options were granted. The inputs to the model used are shown below.
Date of grant | Expected volatility | Risk-free interest rate | Expected life of options | Exercise price | Share price at date of grant |
(%) | (%) | (years) | (US$) | (US$) | |
5 May 2010 | 21.5 | 2.72-3.72 | 5-10 | 0.03 | 0.04 |
19. Related parties transactions
For the purposes of these unaudited condensed consolidated financial information, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
In addition to the information disclosed elsewhere in the unaudited condensed consolidated financial information, related party transactions between the Group and the Company and its related parties during the financial year were as follows:
Unaudited | Unaudited | ||
1.9.2011 to | 1.9.2010 to | ||
29.2.2012 | 28.2.2011 | ||
US$ | US$ | ||
Purchased of patents and technology from a related party | |||
which is also a controlling party | 10,000,000 | 4,000,000 | |
Convertible loan from a director | 3,594,543 | 888,744 |
Compensation of directors and key management personnel
The remuneration of directors during the financial period was as follows:
Unaudited | Unaudited | ||
1.9.2011 to | 1.9.2010 to | ||
29.2.2012 | 28.2.2011 | ||
US$ | US$ | ||
Remuneration | 222,551 | 195,380 | |
Post-employment benefits - CPF contribution | 5,650 | 4,779 | |
Short-term benefits | 1,426 | 662 | |
Consultancy fee paid | - | 19,175 | |
Consultancy fee paid to companies in which certain directors | |||
have interest | 40,000 | 20,000 | |
Share options expense | - | 198,356 | |
264,465 | 438,352 |
19. Related parties transactions (Continued)
The remuneration of Directors is determined by the Remuneration Committee having regard to the performance of individuals and market trends. The remuneration disclosed above includes only the Directors as there is no personnel other than Directors who are considered to be a member of key management of the Group.
20. Segment reporting
No segment reporting is presented as the Group is principally engaged in a single business segment of dealing with household and industrial clean energy and a single geographical segment located in Asia.
21. Comparative figures
Certain comparative figures have been reclassified to conform to the current period's presentation, to better reflect the respective classifications.
Unaudited | Unaudited | ||
28.2.2011 | 28.2.2011 | ||
As restated | As previouslydisclosed | ||
US$ | US$ | ||
Statement of financial position: | |||
Issued capital | 14,383,792 | 18,383,792 | |
Capital reserve | 4,000,000 | - |
A copy of these interims is available on the Company's website www.alternativeenergy.com.sg.
For further information, please contact:
Alternative Energy Limited
Christopher Nightingale, Chairman
Tel: 0065 900 82702
Richard Lascelles, Director
Tel: 020 7408 1067
Beaumont Cornish Limited
Roland Cornish and James Biddle
Tel: 020 7628 3396
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