28th Jul 2016 07:00
Turbo Power Systems Inc. ("TPS" or the "Company")
Announces Results for the Second Quarter & Half Year
Ended 30 June 2016
TPS reports a return to profit
Financial highlights: Q2 2016 vs. Q2 2015
· Order intake in the quarter of £6.77 million (Q2 2015: £3.72 million).
· Increase in net profit of 102% to £0.16 million (Q2 2015 Profit £0.08 million).
· Revenue decreased 9% to £3.73 million (Q2 2015: £4.09 million).
· Gross profit decreased to £1.65 million (Q2 2015: £1.74 million), partially compensated by margin increase to 44% (Q2 2015: 42%).
· Total expenses for the period reduced by 9% to £1.37 million (Q2 2015: £1.50 million).
· Operating profit reduced slightly to £0.23 million (Q2 2015 £0.26 million).
Financial highlights: H1 2016 vs. H1 2015
· Order intake more than doubled to £8.75 million (H1 2015 £4.13 million).
· Decrease in net profit of 85% to £0.02 million (H1 2015 Profit £0.11 million), mainly due to contract signing delays and re-scheduling of past contracts.
· Revenue decreased 13% to £7.09 million (H1 2015: £8.17 million).
· Gross profit decreased to £2.95 million (H1 2015: £3.42 million), gross margin maintained at 42% (H1 2015: 42%).
· Total expenses for the period reduced 7% to £2.78 million (H1 2015: £2.98 million).
· Cash outflow from operating activities of £0.65 million (H1 2015: £1.49 million).
Strategic Review:
· Strategic Review of the Company's business, announced February 2015, remains ongoing.
· The Board notes, as previously reported, that all expressions of interest received to date as part of the Strategic Review from potential offerors for 100% of the issued and to be issued share capital of the Company on a debt-free, cash-free basis have been indicatively priced at a substantial discount to the prevailing share price.
· The Board continues to regularly discuss with its majority owner how best to proceed with the Strategic Review.
· Further announcements will be made in due course, as appropriate.
Funding
As previously reported, the Company remains critically dependent on continuing financial support by TPS's parent company, Vale S.A. ("Vale"), Brazil's largest mining company, which owns 89.4% of the issued share capital of the Company through its wholly owned subsidiary Tao Sustainable Power Solutions (UK) Ltd ("TAO UK").
Carlos Neves, Chief Executive Officer, said:
"Our main goal was to continue improving our performance and the results achieved in the first half of 2016 are fully in line with management expectations. They represent an important milestone under the challenges we have for 2016, moreover considering the uncertainties about the ultimate outcome of the Strategic Review and the BREXIT short term impacts on our customers and suppliers business plans.
The hard work of our employees, in all areas, has demonstrated that the trend to profitability achieved last year could be maintained while we keep reinforcing the pillars for our continuous growth. The increasing order intake in the first six months on 2016 compared to the same period in 2015 together with the benefits derived from the efficiencies in cost control and the new R&D developments are now underpinning future growth.
I remain confident that we will continue to deliver our commitments in 2016 and with the new orders received, and expected to be received, reinforce and refine the successful strategy of turnaround with limited resources."
For further information, please contact:
Turbo Power Systems | Tel: +44 (0)191 482 9200 |
Carlos Neves, Chief Executive Officer Charles Rendell, Chief Financial Officer
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Kreab (financial public relations) | Tel: +44 (0)20 7074 1800 |
Robert Speed |
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finnCap (NOMAD, broker and financial advisor) | Tel: +44 (0)20 7220 0500 |
Ed Frisby, Emily Watts |
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Notes to Editors
About Turbo Power Systems
Company Website: www.turbopowersystems.com
Company Twitter: https://twitter.com/turbopowersys
Turbo Power Systems Inc. (AIM: TPS.L) is a leading UK based designer and manufacturer of innovative power solutions. TPS's products are all based on its core technologies of high speed motors and generators and power electronics which are sold into a number of market sectors including transport, industrial, energy and defence sectors. The Company's products provide high performance while improving efficiency and reducing process energy consumption compared to existing technologies.
Turbo Power System's existing customers include blue chip companies such as Bombardier Transportation, Daikin Applied and Eaton Aerospace. Tao Sustainable Power Solutions (UK) Ltd ("TAO UK"), which is a wholly owned subsidiary of Vale S.A., Brazil's largest mining company, owns 89.4% of the issued share capital of the Company.
Forward looking statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, or performance, and underlying assumptions and other statements that are other than statement of historical fact. These statements are subject to uncertainties and risks including, but not limited to, the ability to meet on-going capital needs, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition, the need to protect proprietary rights to technology, government regulation, and other risks defined in this document and in statements filed from time to time with the applicable securities regulatory authorities.
Notice of no auditor review of interim financial statements
Under Canadian National Instrument 51-102, Part 4, subsection 4.3(3(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying un-audited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.
This review has been prepared as at 28 July 2016.
OPERATIONAL REVIEW
Business of the Company
Turbo Power Systems is a technology-led Company that designs and manufactures high-speed permanent magnet electric motors, generators and power electronics systems and provides bespoke solutions to transport, industrial, energy conversion, and military markets.
Its track record in engineering innovation, which has been built and tested over a substantial number of years, allows the Company to meet challenging design and manufacturing briefs with specific requirements relating to environmental performance and performance to volume demands across the world.
TPS has a proven and worldwide track record in the development and deployment of equipment in many sectors, especially in rail and industrial. Long term relationships with customers in these markets have been built based on delivering competitive products with proven reliability.
Developed over the last 30 years, expertise on high-speed electrical machines and power electronics, allows the Company to exploit its current and future portfolio and adjust accordingly to grow successfully in its chosen markets.
Way Forward
As a technology-led business, the Company understands the challenges of the market regarding quality, costs and timing. Since 2013 TPS has concentrated on three important pillars to successfully implement the strategy of achieving sustained profitability:
· Improve the quality of the portfolio;
· Superior execution within design development, manufacturing operations and support activities; and
· Consistent delivery of internal improvements.
These will continue to underpin the Company's strategy as the Company drives forward in its chosen markets.
Current Operations
Revenue in the quarter was up by 11% compared with the first quarter of 2016 but down by 9% on the second quarter of 2015. The decrease in the Engineering design revenue from 2015 was due to the delay in signing new contracts in the first half of 2016.
The Company increased the production capacity for Daikin as this product line used capacity arising from the completion of the Bombardier contracts. Deliveries to Eaton of the Jettison Fuel Pump continued in line with their requirements.
Gross margin increased by 5% from Q1 2016 to 44%, reflecting the benefit of the Company's focus on opportunities for efficiencies. Gross margin increased by 2% from Q1 2015.
The overhead base has been reducing since its peak level in June 2012, with overall expenses in the quarter of £1.37 million down 9% compared to £1.50 million at 30 June 2015.
Headcount at 30 June 2016 was 115, up four from 31 December 2015 and up two from 31 March 2016.
Strategic Review
On 20 February 2015 shareholders were informed that the Board are conducting a Strategic Review of the Company's business and as part of this review are looking at a potential sale of the Company. The Board has appointed Lincoln International LLP to assist in this process. The Company is a Canadian Business Corporation, registered in Yukon, Canada and is not subject to the provisions of the UK City Code on Takeovers and Mergers.
Further announcements were made on 12 November 2015, 7 January 2016, 29 March 2016 and 6 May 2016 explaining that all expressions of interest received to date as part of the Strategic Review from potential offerors for 100% of the issued and to be issued share capital of the Company on a debt-free, cash-free basis have been indicatively priced at a substantial discount to the share price.
The Board continues to regularly discuss with its majority owner how best to proceed with the Strategic Review. Further announcements will be made in due course, as appropriate. In the meantime there can be no certainty that any potential transaction will proceed, or as to the terms of any such transaction. The Company may discontinue the strategic review process at any time.
Support from TAO UK
On 29 March 2016 the Company entered into a new loan of £314,000 which accrues interest at 6% per annum, with its parent company, TAO UK, repayable on 1 April 2017, which can be extended at the Company's request for a further year.
As at 30 June 2016 the loan amount was £0.31 million plus accrued unpaid interest of £ 0.01 million (30 June 2015: £10.48 million plus accrued unpaid interest of £1.63 million, the full outstanding loan was waived in full on 12 November 2015).
Summary
In summary, the Company has continued to implement its strategy of bidding for profitable production and development contracts, whilst maintaining a disciplined and considered approach to costs.
We believe that this was reflected in the significant improvement in the gross margin and operating profit of the Company during 2015, which is continuing into 2016.
As noted in the first quarter results, whilst the current order book extends over the next two years and beyond, the need to win further substantial orders, execution of those orders and completion of development programmes in a consistent and timely manner are all key to delivering management's plans for improved results during 2016 and beyond.
Going Concern
These consolidated financial statements have been prepared on the basis of International Financial Reporting Standards (IFRS) applicable to a "going concern", which assume that the Company will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations.
As at 30 June 2016 the Company had net operating outflows, with a net debt of £3.54 million, being £3.64 million of debt less £0.10 million of cash. The Company has a cumulative retained deficit of £99.41 million as at 30 June 2016 and was profit making for the period then ended.
The Company remains critically dependent upon i) customers paying to contractual terms and ii) the continued financial support of its intermediate parent undertaking TAO Sustainable Power Solutions (UK) Limited (TAO UK), who in turn is dependent on their parent undertaking VSE (which in turn is dependent on its parent company Vale S.A. (Vale)). The Company relies on TAO for continued financial support in the form of the loan made available to the Company, and in order to meet any shortfall in budgeted or forecasted working capital requirements and support the Company's growth plans. If not secured, this may result in the curtailment of the Company's activities.
However, the Directors believe that they will succeed in delivering the Company's projected financial performance and that financial support from TAO UK and, ultimately, VSE, and its parent company, Vale, Brazil's largest mining company, will remain in place to enable the Company to meet budgeted and forecasted working capital requirements and support the Company's growth plans. Although there are no formal letters of support in place for the purpose of the directors' going concern assessment of the Company, the directors of the Company have taken comfort from the actions taken by TAO UK, in that loans have been provided when required (the latest being £0.31 million on 29 March 2016), that the existing debt was waived in November 2015 and that VSE has Board representation, in forming their conclusion that they believe it is appropriate to prepare these financial statements on a going concern basis. Accordingly, they have continued to adopt the going concern basis of preparation.
If the Company is unable to either generate positive cash flows from operations or ensure the continued financial support from TAO UK and ultimately VSE and its parent company, or secure additional debt or equity financing, these conditions and events indicate the existence of a material uncertainty which may cast significant doubt regarding the going concern assumption and, accordingly, the use of accounting principles applicable to a going concern.
These consolidated financial statements do not reflect adjustments to the carrying values of the assets and liabilities, the reported expenses and the balance sheet classifications, which could be material, which would be necessary if the going concern assumption were not appropriate.
Summary of Quarterly Results
The following table shows selected quarterly consolidated financial information of the Company for the last eight quarters:
All amounts in £'000 | Revenue | Research and product development | General and administrative | Operating (loss)/profit | Net (loss)/profit | Loss per share pence |
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September 2014 | 4,292 | 351 | 870 | (6) | (47) | (0.00) | |
December 2014 | 3,424 | 520 | 553 | 264 | 76 | 0.00 | |
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March 2015 | 4,082 | 544 | 872 | 202 | 29 | 0.00 | |
June 2015 | 4,086 | 448 | 978 | 257 | 81 | 0.00 | |
September 2015 | 3,246 | 118 | 831 | 346 | 34 | 0.00 | |
December 2015 | 1,973 | 360 | 790 | (895) | (992) | (0.03) | |
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March 2016 | 3,350 | 416 | 916 | (136) | (148) | (0.00) | |
June 2016 | 3,732 | 413 | 863 | 227 | 164 | 0.00 |
Quarterly revenue increased 10% in June 2016 over March 2016, as production revenue increases and development contracts continue.
Research and development expenditure continues to remain at a steady level of just above 2015's quarterly average expenditure of £0.37 million following the Board approved strategy to drive the Company's technology forward.
General and Administration expenses have decreased by £0.05 million (12%) in June 2016 over the first quarter, benefiting from foreign exchange gains of £0.06 million as a result of the change in the value of the £ following the result of the UK referendum held on 23 June 2016 to leave the European Union.
Copies of Quarterly and Annual Results
The Company's full Financial Results and Managements' Discussion and Analysis for 2015 together with the half year 2016 Financial Results and Managements' Discussion and Analysis are available on www.sedar.com. The Annual Report and Financial Statements for 2015 have been mailed to shareholders.
Copies of the quarterly and annual results are available from the Company's office at 1 Queens Park, Queensway North, Team Valley Trading Estate, Gateshead, NE11 0QD, United Kingdom or available to view from the Company's website at www.turbopowersystems.com.
Review of the quarter ended 30 June 2016
Revenue
Revenue in the quarter ended 30 June 2016 was down 18% at £3.35 million (Q2 2015: £4.08 million.)
| 2016 | 2015 |
| £'000 | £'000 |
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Production | 3,619 | 3,617 |
Development | 113 | 469 |
| 3,732 | 4,086 |
Production revenue remained constant for the quarter at £3.62 million (Q2 2015: £3.62 million), while development revenue decreased by 76% to £0.13 million (Q2 2015: £0.47 million) due to the timing of development projects and the revenue recognised on these projects.
Cost of Sales
The cost of sales was £2.08 million (Q2 2015: £2.35 million) a reduction of 12%.
Gross Profit
Gross profit decreased by 5% to £1.65 million (Q2 2015: £1.74 million), with gross margin increasing slightly to 44% (Q2 2015: 42%).
The Company remains committed to increasing the profitability of both its current and future contracts.
Research and product development
Research and product development costs in the quarter decreased by 9% to £0.41 million (Q2 2015: £0.45 million), in line with the Board's plans for the Company has become more product focused. This is net of Research and Development tax credits of £0.12 million (Q2 2015: £0.10 million).
General and administrative costs
General and administrative costs, which consist mainly of staff costs, facilities costs and the costs associated with the Company's public listings, were reduced by 12% compared to 2015 to £0.86 million (Q2 2015: £0.98 million).
The Company continues to control its costs without prejudicing the business operational strengths, with a reduction in headcount of 8% compared with 30 June 2015 (30 June 2016: 115, 30 June 2015: 125) and the consolidation of its operations to the Gateshead site.
Operating profit
Operating profit before other operating income was £0.29 million (Q2 2015: profit £0.24 million).
Other operating income
There was no other operating income arising from the Regional Growth Fund in the quarter as the Company is in negotiations about the future of the project (Q2 2015: £nil).
Discussions are ongoing regarding the financial impact of this but the Board notes that there is £0.24 million liability in the balance sheet to cover any potential repayments.
Finance expense
Finance expense was £0.01 million (Q2 2015: £0.18 million arose from the interest on the historical loans from TAO UK, which were waived in full in November 2015).
Net profit
The Company recorded a net profit of £0.16 million (Q2 2015: profit £0.08 million).
Review of the six months ended 30 June 2016
Revenue
Revenue in the six months ended 30 June 2016 decreased 13% to £7.08 million (H1 2015: £8.17 million.)
| 2016 | 2015 |
| £'000 | £'000 |
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Production | 6,675 | 6,774 |
Development | 407 | 1,394 |
| 7,082 | 8,168 |
Production revenue for the six months reduced by 1% to £6.68 million (H1 2015: £6.77 million) as production was completed on the CTA units for Bombardier during 2015.
Development revenue decreased by 69% to £0.41 million (H1 2015: £1.34 million) as development contracts in 2015 have been completed and the timings of current development contracts affects the revenue recognised.
Cost of Sales
The cost of sales reduced 13% to £4.13 million (H1 2015: £4.75 million), net of release of a provision for a loss making contract.
Gross Profit
Gross profit decreased by 14% to £2.95 million (H1 2015: £3.42 million), with gross margin remaining at 42% (H1 2015: 42%).
The Company remains committed to increasing the profitability of both its current and future contracts.
Research and product development
Research and product development costs in the quarter decreased by 13% to £0.83 million (H1 2015: £0.99 million),
This is net of Research & Development tax credits of £0.17 million (H1 2015: £0.10 million).
General and administrative costs
General and administrative costs, which consist mainly of staff costs, facilities costs and the costs associated with the Company's public listings, were down by 4% to £1.78 million (H1 2015: £1.85 million).
The Company has continued to control its costs without prejudicing the business operational strengths. The headcount has increased, by 4 in the six months, to 115 at 30 June 2016 (31 December 2015: 111).
Operating profit
Operating profit before other operating income was £0.17 million (H1 2015: profit £0.44 million).
Other operating income
There was no other operating income arising from the Regional Growth Fund in the six months the Company is in negotiations about the future of the project (H1 2015: £nil).
Finance expense
Finance expense of £0.01 million (H1 2015: £0.35 million) arose from the interest on the loans from TAO UK.
Net profit
The Company recorded a net profit for the six months of £0.02 million (H1 2015: profit £0.11 million).
Cash flows for the six months ended 30 June 2016
Operating cash flows
The Company recorded an operating cash inflow before working capital movements of £0.12 million for the period (H1 2015: inflow £0.59 million).
After adjusting for changes in working capital items the Company had an overall cash outflow from operations of £0.61 million (H1 2015: £1.49 million).
Investing activities
Cash outflows from capital investments in the six months were £0.06 million (H1 2015: £0.14 million).
Financing activities
Cash inflow received from financing activities amounted to £0.31 million, from the new TAO UK loan (H1 2015: £nil).
Overall cash outflow for the period
Overall the cash outflow during the six months was £0.40 million (H1 2015: Outflow £1.63 million).
Balance sheet as at 30 June 2016
The Company ended the period with an unrestricted cash balance of £0.10 million compared with £0.50 million at 31 December 2015. Substantially all of the Company's cash balances are denominated in Sterling.
In addition, the Company had restricted cash amounts of £0.01 million (31 December 2015: £0.07 million), relating to utilities deposits, the company was released from the performance bond of £0.06 million in June 2016.
Non-current assets have decreased from £0.87 million at 31 December 2015 to £0.82 million at 30 June 2016, after depreciation and amortisation charges of £0.11 million.
Loans and borrowings have increased since 31 December 2015 by the new TAO UK loan of £0.31 million and accrued interest of £0.01 million (2015: £nil). The loan and interest are shown as a non-current liability repayable on 1 April 2017, which can be extended, at the Company's request, for a further year, and accrues interest at 6% per annum, payable annually.
Net current assets at 30 June 2016, excluding restricted cash balances included under current assets, were £3.32 million (31 December 2015: £2.88 million).
As at 30 June 2016, the Company had 3,336,865,922 common shares issued and outstanding and 892,777,778 A ordinary shares issued and outstanding. As at that date there were 4,872,728 outstanding share options.
Contractual Obligations
| Payments due by period | ||||||
| Total | 2016
| 2017 | 2018 | 2019 | 2020 and thereafter |
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| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
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Trade and other payables Loan notes |
3,643 319 |
3,643 - |
- 319 |
- - |
- - |
- - |
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Operating leases | 1,916 | 148 | 295 | 295 | 295 | 883 |
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| ______ | ______ | ______ | ______ | ______ | ______ |
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| 5,908 | 3,791 | 609 | 295 | 295 | 883 |
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______ | ______ | ______ | ______ | ______ | ______ |
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Shareholders' equity
The movement in shareholders' surplus comprised:
| 2016 |
| £'000 |
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As at 1 January 2016 | 3,478 |
Loss for quarter 1 | (148) |
Profit for quarter 2 | 164 |
As at 30 June 2016 | 3,494 |
As at 28 July 2016, the Company had 3,336,865,922 common shares issued and outstanding and 892,777,778 A ordinary shares issued and outstanding. As at that date there were 4,872,728 outstanding share options.
Liquidity
Cash and cash equivalents at 30 June 2016 were £0.10 million (31 December 2015: £0.50 million).
Restricted cash at 30 June 2016 was £0.01 million (31 December 2015: £0.07 million).
The Company reported a profit in the six months of £0.02 million and has a cumulative deficit of £99.41 million. The Company's ability to continue as a going concern depends on its ability to generate positive cash flows from operations or secure additional debt or equity financing.
The Company has not changed its approach to Currency risk and Interest rate risk management from that of the prior year and as disclosed in the annual statements at 31 December 2015.
Currency risk management
The Company's expenditure is principally denominated in Sterling, which is funded from Sterling cash balances. Exchange differences, which arise on consolidation of the Company's Canadian operations, are included in exchange adjustments within the income statement. At 30 June 2016 the Sterling equivalent of Canadian Dollar denominated net liabilities amounted to £2,200 (31 December 2015: net liabilities £1,950).
The Company receives a significant proportion of its revenue in US Dollars (including from contracts with Canadian customers). As such the Company routinely maintains a significant receivables balance in US Dollars, which are revalued at each period end. At 30 June 2016 the Sterling equivalent of the US Dollar denominated assets amounted to £1.33 million (31 December 2015: £1.96 million).
To manage its foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, the Company uses forward foreign exchange contracts. Further information is provided in Note 7 Derivative Financial Instruments.
Interest rate risk management
The analysis of the Company's financial assets and borrowings analysed between floating and fixed interest rates is shown below
| 30 June 2016 | 31 December 2015 |
| £'000 | £'000 |
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Floating rate financial assets | 101 | 496 |
Fixed rate borrowings | (319) | - |
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The fixed rate borrowings are at 6.0% per annum.
Financial instruments
The Company's financial assets and liabilities consist primarily of the cash and cash equivalents, restricted cash, trade receivables, trade payables and loans.
| 30 June 2016 | 31 December 2015 | ||
| Loans and receivables | Financial liabilities at amortised cost | Loans and receivables | Financial liabilities at amortised cost |
| £'000 | £'000 | £'000 | £'000 |
Asset/(Liability) |
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Cash and cash equivalent | 101 | - | 496 | - |
Restricted cash | 9 | - | 66 | - |
Trade, prepayments and other receivables | 3,643 | - | 2,675 | - |
Trade and other payables | - | (3,841) | - | (3,075) |
Loans | - | (319) | - | - |
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Total | 3,753 | (3,160) | 3,237 | (3,075) |
The amounts at which the assets and liabilities above are recorded are considered to approximate to fair value.
Fair value estimation
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Techniques, such as estimated discounted cash flows, are used to determine fair value for the financial instruments. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to the short-term nature of trade receivables and payables. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments.
Derivative financial instruments
The Company uses foreign exchange forwards to help manage its foreign exchange risk. The Company classifies these derivatives as financial assets at fair value through profit and loss. Derivatives are classified as current assets.
Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership.
Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within 'Other gains - net' in the period in which they arise.
Financial Risk Management and Capital Structure
The Company's risk management programme remains as detailed on page 51 in the Annual Report and Financial Statements 31 December 2015. There have been no significant changes since 31 December 2015.
Further information is provided in Management's Discussion and Analysis and the notes to these Condensed Consolidated Interim Financial Statements.
Related Party Transactions
On 29 March 2016 the Company announced that its wholly owned subsidiary Turbo Power Systems Limited had entered into an agreement to draw down on a new loan to be provided by TAO UK, to support working capital requirements. The additional amount available to draw down as follows:
A summary of the loan movement is:
| £'000 |
Balance at 1 January 2016 | - |
Drawdown 29 March 2016 | 314 |
Accrued interest 2016 | 5 |
Balance at 30 June 2016 | 319 |
This amount is repayable on 1 April 2017, which can be extended, at the Company's request, for a further year, and accrues interest at 6% per annum, payable annually
Critical accounting policies and estimates
These condensed consolidated interim financial statements have been prepared on the basis of International Financial Reporting Standards applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at 30 June 2016 the Company had net operating cash outflows. Therefore the Company may require additional funding which, if not raised, may result in the curtailment of activities. The Company has a cumulative deficit of £99.41 million as at 30 June 2016.
Further information on Going Concern is provided in Note 2.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, revenue and expenses and the related disclosures of contingent assets and liabilities. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately differ from those estimates.
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are disclosed on page 42 in the Annual Report and Financial Statements for 31 December 2015.
Principal Risks and Uncertainties
Risk or uncertainty
| Mitigation approach |
Operating revenues TPS has entered into large development and manufacturing contracts. The outcome of this is that large amounts of revenue are associated with one product line and one customer. As there is reliance on large contracts being signed by the Company, the impact of not signing a large contract would be high on the results of the Company in any one year. The Company recognises that it is increasingly difficult to forecast when these new contracts will be signed due to the importance customers associate such large values. The Company has suffered and will continue to suffer from delays in expected contract award dates. |
The Company is seeking to change the emphasis on new contract signings. The Company has a growing revenue stream associated with repair, maintenance and overhaul that does not rely on large value contracts. The Company is focusing efforts to increase the percentage of revenue associated with these activities in addition with the new major contract awards. The Company has always worked closely with its current customer base. Going forward this will continue, but greater emphasis is being put into working with new customers and hence increasing the number of contracts in bid and diluting the relative impact of individual contract awards.
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Cost overrun on contracts due to technology risk TPS is a technology-led company. As the products that it develops are technology driven, the Company is looking to use the latest design and practices when a new contract is won. This enables the Company to make the most efficient solution for each project. Due to these technology advances there is a significant risk extra costs may be incurred while developing new ideas to fulfil contracts.
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The Company seeks to mitigate these risks by significant up front planning and research. The new ideas are reviewed by senior personnel and approved before use in new projects. A project based reporting and review system is in place to monitor the activities and the output from design and testing phases. A system of cost control is in place to ensure that budgets are monitored and any variances recognised early and taken into account to mitigate them in future activities. |
Further development activities TPS undertakes research activities to ensure that the technology used is current and forward looking. There is a risk that the Company misses a directional change in where technology is moving and does not produce new and efficient designs.
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The Company has a structure of senior engineers who are responsible for reviewing market trends and identifying new technologies as they become useful in our products. The Company also partakes in research projects that are originated via bodies such as Innovate UK. These projects typically involve University departments as well as a diverse group on interested parties. This helps the Company understand potential customer and supplier's knowledge and requirements.
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Commercial relationships TPS has longstanding commercial relationships with major customers. However, there is no guarantee that customers will continue to design and manufacture the appropriate products that require our technology. Any integration, design or manufacturing problems that the customer encounters could adversely affect the financial results of the Company.
The risk could be that the customer's designs no longer require, say, an auxiliary power unit and therefore future orders cease. Alternatively, a customer could be having issues with, say, the overall train design and manufacture and therefore revenue could be delayed.
|
The Company seeks to mitigate this risk by working closely with the customer. This involvement starts with understanding their future product roadmap and working closely at an early stage to help overcome new design problems. This works especially well on projects with existing customers. However, the Company is changing the profile of its salesforce as part of seeking to expand the customer base. This requires the Company to bring new fresh ideas to the market and identify current problems encountered in the marketplace.
In its major market of Rail, whilst the Company tries to mitigate customer issues with train manufacture in regard to its own product line it will always be at risk of the overall train manufacture timing issues. The Company seeks to mitigate these through contractual timeframes and terms.
The Company works closely with the customers to ensure that all production warranty issues are identified and treated in line with contractual relationships. Further information is provided in the Financial Statements Note 9 Contingent Liabilities.
|
Dependence of key personnel TPS is a technology-led company and hence reliant on key personnel. The Company has a group of senior personnel who oversee the design research and implementation. Having been through major personnel number changes in the last few years, key positions exist within the Company that require succession plans to be in place.
|
The Company works closely with key personnel to ensure that they are fully motivated and engaged on interesting and rewarding projects. The Company believes that the roles should be aligned to the individual's ability, so these can be within technical expertise or management responsibility.
Where a key position has been identified a succession plan has been drawn up.
|
Foreign currency exchange rate fluctuations TPS is subject to foreign currency risk. Foreign currency sales (and to a much lesser extent) purchases are made in Euros and in Canadian and US Dollars. The Company's major contracts are denominated in US Dollars and therefore a major portion of cash receipts are in US Dollars. The Company is therefore exposed to movements in foreign currency rates over time.
|
The Company seeks over time, to balance currency requirements with currency inflows. Where there is excess currency inflow the Company seeks to match, to the extent possible, planned currency sales through forward foreign currency exchange contracts. The level of currency hedging is dependent on the credit limits available for future currency deals and the perceived currency forecast movement.
Part of the Board's strategy has been to seek increased sales to UK based companies where contracts are undertaken in £ Sterling.
|
Future funding The Company has been loss making for a number of years and has been critically reliant on regular increases in external funding (which was waived in November 2015). As noted in the Directors' Report and Note 2 Going Concern, TPS is critically dependent on customers paying to contractual terms in order to meet forecast working capital requirements and support the Company's growth plans. If not secured, this may well result in the curtailment of the Company's activities, partly due to customer concerns over the Company's continuing viability.
|
The Company works closely with VSE, its majority shareholder, to ensure that it is fully aware of the financial situation of the Company on a very regular basis and also of customer concerns. The Company seeks to gain approval for all budgets, working closely with VSE on all financial and operational matters, assisted by the two representatives of VSE on the Board.
|
Strategic Review In conjunction with VSE, the Company has been undertaking a Strategic Review for over a year. The Review's continuation could impact the future orders due to the uncertainty that customers and potential customers might perceive before the outcome is determined. |
The Board has been working closely with VSE to understand its requirements and with Lincoln International whom the Board and VSE appointed to undertake the Review. Notwithstanding the Review, the Board is operating the Company in a normal manner. |
Internal Control
The Board of Directors has overall responsibility for the accounting policies and ensuring that the Company maintains an adequate system of internal financial control to provide them with reasonable assurance that assets are safeguarded and of the reliability of financial information used for the business and for publication. More detail on the Company's internal control can be found on page 27 of the Annual Report and Financial Statements for the year ended 31 December 2015.
| Notes |
| Quarter ended 30 June | Six Months Ended 30 June |
| ||
|
|
| 2016 | 2015 | 2016 | 2015 | |
|
|
| £'000 | £'000 | £'000 | £'000 | |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Revenue | 5 |
| 3,732 | 4,086 | 7,082 | 8,168 | |
Cost of sales |
|
| (2,078) | (2,350) | (4,130) | (4,749) | |
Gross profit |
|
| 1,654 | 1,736 | 2,952 | 3,419 | |
|
|
|
|
|
|
| |
Expenses |
|
|
|
|
|
| |
Distribution costs |
|
| (89) | (71) | (170) | (136) | |
Research and product development |
|
| (413) | (448) | (829) | (992) | |
General and administrative |
|
| (863) | (978) | (1,779) | (1,850) | |
Total expenses |
|
| (1,365) | (1,497) | (2,778) | (2,978) | |
|
|
|
|
|
|
| |
Operating profit before other operating income |
|
| 289 | 239 | 174 | 441 | |
|
|
|
|
|
|
| |
Other (losses)/gains net |
|
| (62) | 18 | (83) | 18 | |
|
|
|
|
|
|
| |
Operating profit |
|
| 227 | 257 | 91 | 459 | |
|
|
|
|
|
|
| |
Finance expense |
|
| (5) | (176) | (5) | (349) | |
|
|
|
|
|
|
| |
Profit before tax |
|
| 222 | 81 | 86 | 110 | |
|
|
|
|
|
|
| |
Income tax expense |
|
| (58) | - | (70) | - | |
|
|
|
|
|
|
| |
Net profit and total comprehensive profit for the periods |
|
| 164 | 81 | 16 | 110 | |
|
|
|
|
|
|
| |
Profit per share - basic and diluted | 6 |
| 0.00p | 0.00p | 0.00p | 0.00p | |
|
|
|
|
|
|
| |
The Notes form an integral part of these condensed consolidated interim financial statements.
| Notes | As at 30 June | As at 31 December | ||
|
| 2016 | 2015 | ||
|
|
| £'000 |
| £'000 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Restricted cash |
|
| 9 |
| 66 |
Inventories |
|
| 3,217 |
| 3,253 |
Trade and other receivables |
|
| 3,841 |
| 2,675 |
Prepayments |
|
| 277 |
| 162 |
Cash and cash equivalents |
|
| 101
|
| 496
|
|
|
| 7,445
|
| 6,652
|
Non-current assets |
|
|
|
|
|
Intangible assets |
|
| 396 |
| 433 |
Property, plant and equipment |
|
| 421 |
| 434 |
|
|
| 817
|
| 867
|
|
|
|
|
|
|
Total assets |
|
| 8,262
|
| 7,519
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
| 3,643 |
| 3,075 |
Derivative financial instruments | 7 |
| 83 |
| - |
Loans and borrowings | 10 |
| 319 |
| - |
Provisions | 8 |
| 392 |
| 635
|
|
|
| 4,437 |
| 3,710
|
Non-current liabilities |
|
|
|
|
|
Loans and borrowings | 10 |
| 319 |
| - |
Provisions | 8 |
| 331
|
| 331
|
|
|
| 331
|
| 331
|
Total liabilities |
|
| 4,768 |
| 4,041 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital | 11 |
| 71,408 |
| 71,408 |
Capital contribution reserve | 11 |
| 12,367 |
| 12,367 |
Convertible shares | 11 |
| 17,310 |
| 17,310 |
Other reserves |
|
| 1,823 |
| 1,823 |
Retained deficit |
|
| (99,414)
|
| (99,430)
|
Equity |
|
| 3,494 |
| 3,478 |
|
|
|
|
|
|
Total liabilities and equity |
|
| 8,262 |
| 7,519 |
|
|
|
|
|
|
Approved by the Board:
F Senhora, Chairman
28 July 2016
The Notes form an integral part of these condensed consolidated interim financial statements.
| Common Share capital | Capital Contribution reserve | Convertible Shares | Other reserves | Accumulated deficit | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2015 | 71,408 | - | 17,310 | 1,823 | (96,582) | (8,041) |
Net Profit | - | - | - | - | 110 | 110 |
Balance at 30 June 2015 | 71,408 | - | 17,310 | 1,823 | (98,472) | (7,931) |
Capital contribution | - | 12,367 | - | - | - | 12,367 |
Net loss | - | - | - | - | (958) | (958) |
Balance at 31 December 2015 | 71,408 | 12,367 | 17,310 | 1,823 | (99,430) | 3,478 |
Net Profit | - | - | - | - | 16 | 16 |
Balance at 30 June 2016 | 71,408 | 12,367 | 17,310 | 1,823 | (99,414) | 3,494 |
The Notes form an integral part of these condensed consolidated interim financial statements.
|
| Half Year ended 30 June | |
|
| 2016 | 2015 |
|
| £'000 | £'000 |
Cash flows from operating activities |
|
|
|
Net profit for the period |
| 16 | 110 |
|
|
|
|
Adjustments for: |
|
|
|
Finance expense |
| 5 | 350 |
Taxation |
| 70 | - |
Foreign Exchange Depreciation of property, plant and equipment |
| - 60 | 24 111 |
Amortization of intangible assets |
| 52 | 42 |
R and D tax credits |
| (168) | - |
Derivative financial instrument |
| 83 | (18) |
Asset retirement obligation |
| - | (25) |
|
|
|
|
Operating cash flows before movements in working capital |
| 118 | 594 |
|
|
|
|
Changes in working capital items |
|
|
|
Decrease/(increase) in inventories |
| 36 | (44) |
Decrease in restricted cash |
| 57 | 2 |
(Increase) in trade and other receivables |
| (1,032) | (405) |
(Increase) in prepayments |
| (115) | (32) |
Increase/(decrease) in trade and other payables |
| 568 | (1,503) |
(Decrease) in provisions |
| (243) | (104) |
|
|
|
|
Cash absorbed from operating activities |
| (611) | (1,492) |
|
|
|
|
Taxes paid |
| 36 | - |
|
|
|
|
Net cash absorbed from operating activities |
| (647) | (1,492) |
|
|
|
|
Investing activities |
|
|
|
Purchase of property, plant and equipment |
| (48) | (31) |
Purchase of intangible assets |
| (14) | (104) |
|
|
|
|
Net cash used in investing activities |
| (62) | (135) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from increase in loans |
| 314 | - |
|
|
|
|
Net cash from financing activities |
| 314 | - |
|
|
|
|
Net decrease in cash and cash equivalents |
| (395) | (1,627) |
|
|
|
|
Cash and cash equivalents at the beginning of the period |
| 496 | 1,849 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
| 101 | 233 |
The Notes form an integral part of these condensed consolidated interim financial statements.
Unaudited
1 Reporting entity
Turbo Power Systems Inc. ("The Company") is subsisting pursuant to the Business Corporations Act (Yukon Territory). The Company's registered office is Suite 200-204 Lambert Street, Whitehorse, Yukon Y1A 3T2, Canada.
The Company conducts operations through its wholly owned subsidiary company, Turbo Power Systems Limited ("TPSL"), whose main trading address is 1 Queens Park, Queensway North, Team Valley Trading Estate, Gateshead NE11 0QD, United Kingdom.
The Company's parent undertaking is TAO Sustainable Power Solutions (UK) Limited ("TAO UK"), a company registered in England and Wales, UK. The Company's ultimate parent company is Vale S.A. ("Vale"), a company registered in Brazil.
These condensed consolidated interim financial statements of the Company as at and for the quarter ended 30 June 2016 comprises of the Company and its subsidiaries. The Company's subsidiaries comprise:
|
| Trading status | Place of incorporation |
| % Ownership |
|
|
|
|
|
|
Turbo Power Systems Limited |
| Trading | England |
| 100% |
Turbo Power Systems Development Limited |
| Dormant | England |
| 100% |
Intelligent Power Systems Limited |
| Dormant | England |
| 100% |
Nada-Tech Limited |
| Dormant | England |
| 100% |
2 Going concern
These consolidated financial statements have been prepared on the basis of International Financial Reporting Standards (IFRS) applicable to a "going concern", which assume that the Company will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations.
As at 30 June 2016 the Company had net operating outflows, with a net debt of £3.54 million, being £3.64 million of debt less £0.10 million of cash. The Company has a cumulative deficit of £99.41 million as at 30 June 2016 and was profit making for the period then ended.
The Company continues to be critically dependent upon i) customers paying to contractual terms and ii) the continued financial support of its intermediate parent undertaking TAO Sustainable Power Solutions (UK) Limited (TAO UK), who in turn is dependent on their parent undertaking VSE (which in turn is dependent on its parent company Vale S.A. (Vale)). The Company relies on TAO for continued financial support in the form of the loan made available to the Company, and in order to meet any shortfall in budgeted or forecasted working capital requirements and support the Company's growth plans. If not secured, this may result in the curtailment of the Company's activities.
However the Directors believe that they will succeed in delivering the Company's projected financial performance and that financial support from TAO UK and, ultimately, its parent company, Vale, Brazil's largest mining company, will remain in place to enable the Company to meet budgeted and forecasted working capital requirements and support the Company's growth plans. Although there are no formal letters of support in place for the purpose of the directors' going concern assessment of the Company, the directors of the Company have taken comfort from the actions taken by TAO UK, in that loans have been provided when required (the latest being £0.31 million on 29 March 2016), that the existing debt was waived in November 2015 and that VSE has Board representation,, in forming their conclusion that they believe it is appropriate to prepare these financial statements on a going concern basis. Accordingly, they have continued to adopt the going concern basis of preparation.
If the Company is unable to either generate positive cash flows from operations or ensure the continued financial support from TAO UK and ultimately VSE and its parent company, or secure additional debt or equity financing, these conditions and events indicate the existence of a material uncertainty which may cast significant doubt regarding the going concern assumption and, accordingly, the use of accounting principles applicable to a going concern.
These consolidated financial statements do not reflect adjustments to the carrying values of the assets and liabilities, the reported expenses and the balance sheet classifications, which could be material, which would be necessary if the going concern assumption were not appropriate.
3 Basis of preparation
These condensed consolidated interim financial statements have been prepared in accordance with IAS34 Interim Financial Reporting.
The Company's condensed consolidated interim financial statements were prepared in accordance with the accounting policies set out in Note 3 to the consolidated financial statements for the year ended 31 December 2015, and using the same methods of computation.
The condensed consolidated interim financial statements were authorised for issuance by the Board of Directors on 28 July 2016.
The condensed consolidated interim financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments.
The condensed consolidated interim financial statements are presented in £ sterling, rounded to the nearest £1,000, which is the Company's functional and presentation currency.
4 Critical accounting judgements and key sources of estimation uncertainty
These condensed consolidated interim financial statements have been prepared on the basis of International Financial Reporting Standards applicable to a 'going concern', which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at 30 June 2016 the Company had net operating cash outflows. Therefore the Company may require additional funding which, if not raised, may result in the curtailment of activities. The Company has a cumulative deficit of £99.41 million as at 30 June 2016.
Further information on Going Concern is provided in Note 2.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, revenue and expenses and the related disclosures of contingent assets and liabilities. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected.
5 Segmental analysis
The Company reports by its distinct segments of production and development, both segments operate in the United Kingdom. Except for the investments held by the Company which are located in Canada, all of the Company's assets are located in the United Kingdom.
Six months ended 30 June 2016 | Production | Development | Unallocated | Total |
|
|
|
|
|
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
Revenue | 6,675 | 407 | - | 7,082 |
|
|
|
|
|
Segment operating profit/(loss) | 1,570 | (1,396) | (83) | 91 |
|
|
|
|
|
Finance expense | - | - | (5) | (5) |
Taxation expense | - | - | (70) | (70) |
|
|
|
|
|
Net profit/(loss) and total comprehensive profit/(loss) | 1,570 | (1,396) | (158) | 16 |
|
|
|
|
|
Total assets | 7,042 | 1,110 | 110 | 8,262 |
Total liabilities | (2,795) | (931) | (1,042) | (4,768) |
|
|
|
|
|
Six months ended 30 June 2015 | Production | Development | Unallocated | Total |
|
|
|
|
|
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
Revenue | 6,774 | 1,394 | - | 8,168 |
|
|
|
|
|
Segment operating profit/(loss) | 1,032 | (591) | 18 | 459 |
|
|
|
|
|
Finance expense | - | - | (349) | (349) |
|
|
|
|
|
Net profit/(loss) and total comprehensive profit/(loss) | 1,032 | (591) | (331) | 110 |
|
|
|
|
|
Total assets | 6,612 | 742 | 264 | 7,618 |
Total liabilities | (2,122) | (708) | (12,719) | (15,549) |
|
|
|
|
|
Geographic Segmental Information
| Quarter ended 30 June | Six months ended 30 June | ||
Total Revenues by destination | 2016 | 2015 | 2016 | 2015 |
| £'000 | £'000 | £'000 | £'000 |
USA | 2,087 | 1,325 | 3,461 | 2,426 |
UK | 1,601 | 1,897 | 3,174 | 3,067 |
Rest of world | 38 | 17 | 290 | 255 |
Canada | 6 | 847 | 157 | 2,420 |
|
|
|
|
|
| 3,732 | 4,086 | 7,082 | 8,168 |
|
|
|
|
|
All property, plant and equipment were located within the United Kingdom during both periods ended 30 June 2016 and 30 June 2015
6 Profit per share
Profit per common share has been calculated using the weighted average number of shares in issue during the relevant financial periods.
| Quarter ended 30 June | Six months ended 30 June | ||
| 2016 | 2015 | 2016 | 2015 |
|
|
|
|
|
Numerator for basic profit per share calculation: |
|
|
|
|
Profit attributable to equity shareholders | £164,000 | £81,000 | £16,000 | £110,000 |
|
|
|
|
|
Denominator: |
|
|
|
|
For basic net profit - weighted average shares outstanding | 3,336,865,922 | 3,336,865,922 | 3,336,865,922 | 3,336,865,922 |
For diluted net profit - weighted average shares | 4,235,071,428 | 4,244,724,609 | 4,235,086,428 | 4,244,724,609 |
|
|
|
|
|
Basic and diluted |
|
|
|
|
Basic net profit per common share - pence | 0.00p | 0.00p | 0.00p | 0.00p |
Diluted net profit per common share - pence | 0.00p | 0.00p | 0.00p | 0.00p |
Details of dilutive potential securities outstanding included in EPS calculations at 30 June 2016 are as follows:
| 30 June | 30 June |
| 2016 | 2015 |
Common shares potentially issuable: |
|
|
- under stock options | 4,872,728 | 15,080,909 |
- pursuant to A Ordinary Share conversion | 892,777,778 | 892,777,778 |
| 897,650,506 | 907,858,687 |
7 Derivative financial instrument
| 30 June 2016 |
| 31 December 2015 |
|
| Assets | Liabilities | Assets | Liabilities |
| £'000 | £'000 | £'000 | £'000 |
Forward Exchange Contracts | - | 21 | - | - |
|
|
|
|
|
Total | - | 83 | - | - |
|
|
|
|
|
Less non-current portion: | - | - | - | - |
|
|
|
|
|
Current portion | - | 83 | - | - |
The notional principal amounts of the outstanding forward foreign exchange contracts at 30 June 2016 were £1.04 million (30 June 2015: £0.31 million, 31 December 2015: £0.67 million).
8 Provisions
| Onerous Contracts | Asset Retirement Obligations | Warranty | Total |
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
Balance at 1 January 2015 | 77 | 324 | 310 | 711 |
|
|
|
|
|
Utilised in period | (75) | (29) | - | (104) |
|
|
|
|
|
Balance at 30 June 2015 | 2 | 295 | 310 | 607 |
|
|
|
|
|
Utilised in period | (2) | (10) | (56) | (68) |
Provided in period | - | - | 500 | 500 |
Release in period | - | - | (73) | (73) |
|
|
|
|
|
Balance at 31 December 2015 | - | 285 | 681 | 966 |
|
|
|
|
|
Utilised in period | - | (5) | (238) | (91) |
|
|
|
|
|
Balance at 30 June 2016 | - | 280 | 443 | 723 |
|
|
|
|
|
|
| 30 June | 31 Dec |
Analysed as: |
|
|
|
|
|
| 2016 | 2015 |
|
|
|
|
|
|
| £'000 | £'000 |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
| 392 | 635 |
Non-current liabilities |
|
|
|
|
|
| 331 | 331 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
| 723 | 966 |
Onerous Contracts: The Company entered 2015 with one contract where the estimated material and labour costs were in excess of the expected revenues. In 2015 the final £77,000 was utilised as the contract was concluded. There are no onerous contracts in 2016.
Asset Retirement Obligations: During 2010 the Company recognised a requirement for a provision for the asset retirement obligations related to the two properties it then leased. One lease has subsequently terminated in 2013 and the other will terminate in 2022. Accordingly a provision, based on the present value of the future expected expenditure was recorded at £674,000 as at 31 December 2010. Following a 2015 review of the provision against expected costs the Company released £39,000 of this provision. There has been a further release of £29,000 in the second quarter of 2016. The Company has recorded no further increase in accretion expense in 2016 (Q2 2015: £nil).
Warranty: Production units sold by the Company are provided with a warranty against operational failure. The warranty period provided is dependent upon the sales agreement with the customer and the nature of the unit, but typically is between one and two years from the date of delivery. The warranty provision is maintained at a level calculated to reflect the current costs of repair and incidence of failure of existing and similar units.
During the final quarter of 2015 the Company received a claim from a customer for warranty, relating to a fault within motor units delivered to a customer during 2013 to 2015. The Company included a one off provision expense in 2015 of £0.50 million of which £0.44 million remained at 31 December 2015. The Company has utilised a further £0.24 million in the first six months of 2016 leaving a provision of £0.21 million at 30 June 2016. See Note 9.
9 Contingent Liabilities
As reported in Note 8 Provisions above, during the final quarter of 2015 the Company received a claim from a customer for warranty, relating to a fault within motor units delivered during 2013 to 2015.
The financial statements include a one off expense during 2015 of £0.50 million, of which £0.44 million remained as a liability as at 31 December 2015. In the first half of 2016 a further £0.23million was utilised, with £0.21 million remaining at 30 June 2016. The provision was made to cover the costs of the replacement parts to be supplied and where the cost can be accurately estimated. It is expected that the majority of the remaining cash outlay will be in the third quarter of 2016.
The matter is subject to an insurance claim by the Company for costs requested by the customer beyond the unit replacement costs. To date some costs have been covered by the insurance company. There is significant uncertainty about the amount of some of these further costs and therefore the amount of any further insurance claim and whether the insurance claim will cover all the costs. There is also significant uncertainty as to whether the Company is liable for some or all the further costs that the customer is requesting.
The Directors believe that based on independent advice (which continues to be taken) and their current assessment of the facts that the provision made is appropriate. However, the final amount is dependent upon the outcome of the agreements between the parties.
10 Loans and borrowings
On 29 March 2016 the Company announced that its wholly owned subsidiary Turbo Power Systems Limited had entered into an agreement to draw down on a new loan to be provided by TAO UK, to support working capital requirements. The additional amount available to draw down as follows:
29 March 2016 £314,000
This amount is repayable on 1 April 2017, which can be extended, at the Company's request, for a further year, and accrues interest at 6% per annum, payable annually.
|
|
| 30 June 2016 |
| 31 December 2015 |
Fixed rate loans |
|
| £'000 |
| £'000 |
|
|
|
|
|
|
Due after one year |
|
|
|
|
|
Loans |
|
| 314 |
| - |
Accrued Interest |
|
| 5 |
| - |
|
|
|
|
|
|
Total |
|
| 319 |
| - |
|
|
|
|
|
|
The Company has drawn down on all its borrowing facilities as at 30 June 2016 (2015: all loans drawn down in full). There is no unpaid accrued interest included in the loan amount at 30 June 2016.
11 Share capital and options
Share capital and other reserves
Share Capital
|
| Common Shares | Convertible Shares (A Ordinary Shares) | ||
|
| Number | £'000 | Number | £'000 |
At 30 June 2015 and at 31 December 2015 |
| 3,336,865,922 | 71,408 | 892,777,778 | 17,310 |
At 30 June 2016 |
| 3,336,865,922 | 71,408 | 892,777,778 | 17,310 |
The Company is authorised to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, without nominal or par value. All common shares rank equally with regard to the Company's residual assets. The holders of common shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.
Holders of A Ordinary Shares of Turbo Power Systems Limited ("TPSL") (Convertible shares), carry no voting rights, cannot attend any shareholder meetings and, in the event of winding-up of TPSL are entitled to a maximum distribution of £500,000 in aggregate, to rank before the Common Shares. The A Ordinary shares are convertible into an equal number of Common Shares of the Company on request by the holder, having given 61 days' notice. Under certain take over or change in control events, the A Ordinary Shares are exchangeable under "super exchange" rights, converting for 3 Common shares of the Company for every A Ordinary Share held. As the A Ordinary Shares are non-participating interests in TPSL and are non-voting, no current year or cumulative net losses have been allocated to the A Ordinary Shares.
Capital contribution reserve
At 30 June 2016 the Capital contribution reserve, from the waiver of the TAO UK Loans and accrued interest, was £12.37 million (31 December 2015: £12.37 million)
Other reserves
At 30 June 2016, other reserves comprise of the stock compensation reserve of £1,823,000 (31 December 2015: £1,823,000).
Potential issue of common shares
The Company has issued share options under the 2002 Stock Option Plan and A Ordinary Shares that are convertible into common shares of the Company.
|
| 30 June |
| 31 December | |
|
| 2016 |
| 2015 | |
|
|
|
|
| |
Under stock option plan |
| 4,872,728 |
| 6,012,728 | |
Pursuant to A Ordinary Share conversion | 892,777,778 |
| 892,777,778 | ||
|
| 897,650,506 |
| 898,790,506 | |
12 Related party transactions
Transactions with the parent and ultimate parent company
During the periods ended 30 June 2015 and 30 June 2016 the Company undertook no significant transactions with related parties. Save for the loans and borrowings (see Note 10 above) and any accrued interest, there were no amounts outstanding at 31 December 2015 and 30 June 2016 between the Company and TAO UK, and the Company and VSE. Any transactions are conducted within the normal course of business for supply of engineering design services and are transacted at exchange amount, which is the amount agreed for the transaction.
Key Management personnel compensation
In addition to their salaries, the Company provides non-cash benefits to executive management and contributes to a defined contribution pension plan. Some executive officers participate in the share option programme.
Key management personnel compensation comprises the following:
| Quarter Ended 30 June | Six months Ended 30 June | ||
| 2016 | 2015 | 2016 | 2015 |
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
Salaries | 139 | 138 | 277 | 275 |
Pension contributions | 9 | 9 | 18 | 18 |
| 148 | 147 | 295 | 293 |
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
Related Shares:
TPS.L