Final Results

RNS Number : 3247D

Active Energy Group PLC

15 May 2012

 



15 May 2012

ACTIVE ENERGY GROUP PLC

("Active Energy" or the "Group")

(AIM: AEG)

Final Results

for the YEAR ENDED 31 DECEMBER 2011 

Financial Headlines

·      Revenues of £0.9million (2010: £3.0million)

·      Loss for the year of £2.5 million (2010: loss of £2.0 million) after writing off goodwill of £0.7million (2010: nil)

·      Basic loss per ordinary share of 1.47p (2010: loss of 1.95p)

·      Cash balances of £1.0million (2010: £0.7million)

Commenting on today's results, Gavin Little, Chairman of Active Energy Group plc, said:

"At the beginning of 2012 the Board decided to cease trading in our two loss-making businesses in the UK and substantially reduced corporate overheads to preserve cash and ensure a stronger balance sheet moving forward.  

"This has enabled the Group to focus its management and financial resources on building a profitable and cash generative biomass business to which we have made a small but encouraging start.

"The key to our future success will be our ability to work with our Ukrainian partners and build our capability on the ground in Ukraine.

"The Board is cautious but remains confident that it is positioned to realise its new growth plans  in Eastern Europe."

Enquiries:

Active Energy Group plc         

Gavin Little, Executive Chairman                          020 8639 2406

Philip Palmer, Executive Director                         020 8639 2406

Merchant Securities Limited   

Simon Clements, Nominated Adviser                   020 7628 2200

Active Energy Group plc

CHAIRMAN'S REPORT

for the year ended 31 December 2011

As Chairman of Active Energy Group plc since April 2011, I present the results for the year ended 31 December 2011 with comments on our actions and activities.

Over the last 12 months, Active Energy has attempted to change direction in order to generate growth for long-term and shareholder value.

The results have been mixed and the Board have taken some tough decisions to ensure our business is sustainable. We now have a specific focus on the provision of Biomass fuel in a growing market and the Board feels confident, albeit cautiously, of our future. Working with our Ukrainian partners we are starting to generate positive outcomes at a time when Biomass and Energy saving fuel options gain more focus and interest from the public and private sector.

In our last annual report we commented that the Board recognised that by broadening the range of environmental services and products offered, there was an opportunity to create a significantly larger company than just simply voltage optimization and that the direction the Board wished to take was the provision of a comprehensive service covering the environmental requirements of companies, from consultancy and design through installation to maintenance with a focus on lighting and the public transportation sector.

We acquired Redline Engineering Services Ltd, a company with engineering capabilities with an established presence in the rail industry, in April 2011 with a plan to leverage this base to provide new revenues and profit. And following the placing, completed in May 2011, the Group had a strong balance sheet and the foundations in place to accelerate this growth plan.

Results did not materialise as expected and this was noted in our trading updates early in 2012. We found the voltage optimization market challenging through 2011 in terms of general demand, aggressive pricing and thus reduced margins, and the entry of new low-cost providers combined with other energy saving options coming to market. Through all of this we experienced a low order book and with the additional cuts to public sector spending, the resultant opportunities to tender for new business were limited.

However, with the acquisition of Redline Engineering Services Ltd we built a new team to generate new business with a very specific timeframe to deliver this new business.  Unfortunately we failed to win any significant business.

One of the most disappointing elements with the new business plan was the regular failure at the tender stage to pass the stringent credit tests imposed by large companies on small entities, such as Active Energy, before awarding significant contracts, which led to our tenders failing to reach the final stages.

The resultant cash burn and non-generation of revenues in both voltage optimisation and the new business model forced the Board to review options and as a result the Board made the tough decision to close the voltage optimization business and also cease trading as energy consultants through Redline Engineering Ltd in the first quarter of 2012.

The main benefit of this decision was to significantly decrease cash burn by reducing overhead costs. There was minimal cost in terms of redundancies due to the majority of employees being in service only a short time.

The real impact to our reported numbers for 2011 is the inclusion of writing off the goodwill and assets associated with ceasing trading of the two businesses to ensure a clean balance sheet for the future of the Group moving forward.

In a departure from a UK focus but still with Energy saving and CO2 reduction core to our business, we moved into the Eastern European market for renewable energy by acquiring in November 2011 Bioenerho-Leader Limited, a business that is focused on providing biomass energy resources to industrial power facilities with Poland as its initial focus.

Active Energy Group Plc

CHAIRMAN'S REPORT

for the year ended 31 December 2011

Active Energy paid £1.5million for Bioenerho-Leader Limited which has now been renamed Active Energy Ukraine ("AEU"). £1.3million of the total consideration was satisfied by the issue of 40 million Active Energy new ordinary shares (equivalent 16.9 per cent of the enlarged issued share capital of the Group) which were admitted to trading on AIM on 25 November 2011. The remaining £200,000 represents contingent consideration which has been based on the estimated probability of the company achieving performance targets.

Established in October 2011, Bioenerho-Leader Limited was set up to carry out forestry and logging services in the Ukraine and to provide pellet and wood chips to industrial power facilities in Poland.  If good margins seem achievable we intend to supply other markets and the Ukraine itself.

Wood pellets and chips are used by power plants to reduce the use of fossil fuels (normally coal), so reducing carbon emissions and assisting power facilities in complying with regulatory requirements governing the use of fossil fuels.

AEU has secured three contracts in 2011. One with the Ukrainian state enterprise, Lyubomi Forestry, the second with Ukrainian logging and chipping firm Volyninvestbud, who will service the contract with the Polish wood chip distributor, Medium Sp, who have supplied AEU with a 10 year contract for supply of up to 80,000 tonnes of wood chips per annum.

Lyubomi Forestry is an administrator of the Lyubomi Forest in the Ukraine and it has agreed to supply up to 100,000 tonnes of timber per annum at a fixed price per tonne to AEU, while both Volyninvestbud and Medium Sp have agreed to supply and buy respectively up to 80,000 tonnes of wood chips (also at a fixed price per tonne).

In addition to these formally announced contracts we have also been supplying smaller businesses with volume in the Ukraine itself for a higher margin as we slowly build the business and our capabilities on the ground in the Ukraine.

The Group's focus is on building capability and it is hoped we can expand our contract base, improve the efficiency of our supply chain and thus increase revenues and margins.

In the light of the strategic change, we have restructured the UK employee base with a resultant reduction in headcount and overhead cost, and at the same time, as mentioned previously, we have taken an impairment charge on the balance sheet to reflect our focus solely on the Biomass business only which has impacted on our financial performance in 2011.

Financial review and key performance indicators

For the year ended 31 December 2011, Group revenues were £0.9million (2010: £3.0million). The loss for the year was £2.5million (2010: loss of £2.0million). The loss per share was 1.47p (2010: 1.95p)

The impairment charge taken in the year in the light of the ceasing of trading in Active Energy Limited and Redline Engineering Ltd was £737,820.

Cash balances as at 31 December 2011 were £1.0million (2010: £0.7million).

In April 2011, we acquired Redline Engineering Services Ltd. for a consideration for £492,250 satisfied by the issue of 17,900,000 new ordinary shares. In May 2011, we completed a placing of 65,500,000 new ordinary shares raising gross proceeds of £1.8 million (£1.62 million after expenses).

In November 2011, we acquired Bioenhero- Leader Ltd. (which has now been renamed Active Energy Ukraine Ltd. ("AEU")) for an initial consideration of £1.3million satisfied by the issue of 40,000,000 new ordinary shares.

The Board do not recommend the payment of a dividend relating to the financial year ended 31 December 2011 (2010: £nil).

Post-period events

Since the year end, due to general economic conditions and severe public sector cuts the Board decided to close and cease trading in both Redline Engineering Services Ltd and the voltage optimisation business in order that the Group could preserve cash and concentrate on Biomass opportunities.

In February 2012, Christopher Foster resigned as an Executive Director of the Group with immediate effect to pursue his other business interests.

Outlook

Whilst 2011 was a tough year, as evidenced in our results, the Board believes that shifting the focus to solely Biomass and managing the business to a very tight cost base as we build our position in the Ukraine establishes the right platform for Active Energy to return to growth.

The Board believes that there are exciting opportunities for Active Energy to position itself in the Biomass market in the Ukraine, building a position with access to guaranteed feedstock supply with the highest quality standards and thus enabling the Group to expand its client base in Europe.

The increasing demand for Biomass fuels is encouraging. The Group already has relationships and expertise, both in the UK and now in the Ukraine, with a small team expanding in line with growth.

The Board is cautious but remains confident that it is positioned to realize its new growth plans.

Gavin Little

Chairman

14 May 2012

Active Energy Group Plc

Consolidated income statement for the year ended 31 December 2011

	Notes	2011		2010
		£		£
CONTINUING OPERATIONS
Revenue	2	856,598		2,972,711
Cost of sales		(790,336)		(2,605,112)
GROSS PROFIT		66,262		367,599
Administrative expenses		(1,782,813)		(1,785,048)
Impairment of goodwill		(737,820)		-
OPERATING LOSS		(2,454,371)		(1,417,449)
Finance income		16,698		4,902
Finance expense		(70,708)		-
LOSS BEFORE INCOME TAX		(2,508,381)		(1,412,547)
Income tax		740		-
LOSS FOR THE YEAR FROM CONTINUING OPERATIONS		(2,507,641)		(1,412,547)
Loss from discontinued operations net of tax		-		(552,281)
LOSS FOR THE YEAR		(2,507,641)		(1,964,828)
Loss attributable to:
Owners of the parent		(2,507,641)		(1,760,702)
Non-controlling interests		-		(204,126)
		(2,507,641)		(1,964,828)
Earnings per share expressed in pence per share:	3
Basic and diluted		(1.47)		(1.95)
Continuing operations		(1.47)		(1.40)

Active Energy Group Plc

Consolidated statement of comprehensive income for the year ended 31 December 2011

	2011		2010
	£		£
LOSS FOR THE YEAR	(2,507,641)		(1,964,828)
OTHER COMPREHENSIVE INCOME
Exchange differences on translation of foreign operations	-		(47,000)
Release on disposal of foreign subsidiaries	-		26,506
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX	-		(20,494)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(2,507,641)		(1,985,322)
Total comprehensive income attributable to:
Owners of the parent	(2,507,641)		(1,781,196)
Non-controlling interests	-		(204,126)

Active Energy Group Plc

Consolidated statement of financial position at 31 December 2011

	2011		2010
	£		£
ASSETS
NON-CURRENT ASSETS
Intangible assets	1,858,505		180,625
Property, plant and equipment	-		54,549
Other receivables	283,362		380,000
	2,141,867		615,174
CURRENT ASSETS
Inventories	-		130,905
Trade and other receivables	202,684		690,122
Cash and cash equivalents	998,586		652,044
	1,201,270		1,473,071
TOTAL ASSETS	3,343,137		2,088,245
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	157,371		536,603
Deferred taxation	312,229		-
Corporation tax liability	3,909		-
	473,509		536,603
NON-CURRENT LIABILITIES
Contingent consideration	167,500		-
TOTAL LIABILITIES	641,009		536,603
NET ASSETS	2,702,128		1,551,642
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital	2,366,090		1,122,090
Share premium	4,196,737		3,203,333
Merger reserve	940,000		-
Employee benefit trust reserve	(94,420)		(94,420)
Retained earnings	(4,706,279)		(2,475,235)
ATTRIBUTABLE TO EQUITY HOLDERS OF PARENT	2,702,128		1,755,768
Non-controlling interests	-		(204,126)
TOTAL EQUITY	2,702,128		1,551,642

Active Energy Group Plc

Consolidated statement of cash flows for the year ended 31 December 2011

		2011		2010
		£		£
Cash flows from operating activities
Cash outflow from operations		(1,342,303)		(1,970,855)
Finance costs paid		70,708		7,900
Finance income		(16,698)		(13,102)
Income tax paid		(740)		-
Loss on sale of discontinued operations		-		372,481
Cash outflow from operations		(1,289,033)		(1,603,576)
Income tax paid		(12,847)		-
Cash outflow from operating activities		(1,301,880)		(1,603,576)
Cash flows from investing activities
Purchase of tangible fixed assets		-		(44,573)
Discontinued operations net of cash		-		198,500
Interest received		16,698		13,102
Net cash flow on acquisition of subsidiaries		820		-
Net cash from investing activities		17,518		167,029
Cash flows from financing activities
Finance received in year		-		21,415
Share issue		1,630,904		1,304,374
Purchase of EBT shares		-		(69,420)
Interest paid		-		(7,900)
Net cash from financing activities		1,630,904		1,248,469
Increase/(Decrease) in cash and cash equivalents		346,542		(188,078)
Cash and cash equivalents at beginning of year		652,044		840,122
Cash and cash equivalents at end of year		998,586		652,044

Active Energy Group Plc

Consolidated statement of changes in equity for the year ended 31 December 2011

	Called up             share           capital	Retained earnings	Share       premium	Foreign exchange      reserve	Merger   reserve	EBT         reserve	Total               Equity	Non-controlling interests	Total equity attributable to owners of the parent
	£	£	£	£	£	£	£	£	£
Balance at 1 January 2010	4,317,217	(6,561,783)	4,315,269	20,494	128,571	(25,000)	2,194,768	-	2,194,768
Total comprehensive income	-	(1,760,702)	-	(20,494)	-	-	(1,781,196)	(204,126)	(1,985,322)
Issue of share capital	198,714	-	1,192,285	-	-	-	1,390,999	-	1,390,999
Bonus issue of share capital	53,432	-	(53,432)	-	-	-	-	-	-
EBT share purchase	-	-	-	-	-	(69,420)	(69,420)	-	(69,420)
Share option expense	-	119,036	-	-	-	-	119,036	-	119,036
Share issue costs	-	-	(98,419)	-	-	-	(98,419)	-	(98,419)
Release on disposal of foreign
subsidiaries	-	128,571	-	-	(128,571)	-	-	-	-
Cancellation of deferred shares	(3,447,273)	5,599,643	(2,152,370)	-	-	-	-	-	-
Balance at 31 December 2010	1,122,090	(2,475,235)	3,203,333	-	-	(94,420)	1,755,768	(204,126)	1,551,642
Total comprehensive income	-	(2,507,641)	-	-	-	-	(2,507,641)	-	(2,507,641)
Transfer of non-controlling interest	-	(204,126)	-	-	-	-	(204,126)	204,126	-
Issue of share capital	1,244,000	-	1,163,750	-	1,253,250	-	3,661,000	-	3,661,000
Share issue costs	-	-	(170,346)	-	-	-	(170,346)	-	(170,346)
Release on impairment of goodwill		313,250			(313,250)		-	-	-
Contingent consideration on acquisition	-	37,408	-	-	-	-	37,408	-	37,408
Share option expense	-	130,065	-	-	-	-	130,065	-	130,065
Balance at 31 December 2011	2,366,090	(4,706,279)	4,196,737	-	940,000	(94,420)	2,702,128	-	2,702,128

Active Energy Group Plc

Notes to the accounts

1      Basis of preparation

The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union ("Adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in May 2012.

Various new standards, interpretations and amendments have become effective since 1 January 2011, but have had no material effect on the financial statements. The Board of Directors approved this preliminary announcement on 15 May 2012.

2      Segment information

The Group has the following main operating segments:

Voltage Correction - This division Active Energy Limited markets and sells the VoltageMaster a device that adjusts voltage distributed throughout a commercial building. This business commenced operations during 2010 and operated only in the United Kingdom during the year under review. Segment assets and liabilities are located in the United Kingdom.

Gas Ignition - This division manufactures and distributes gas ignition systems for gas appliances such as hot water boilers, hobs and stoves. It comprises two operations Gasignition Limited which imports, distributes and sells within the United Kingdom and Derlite Co Limited which manufactures and sells throughout the world including some sales direct to the United Kingdom. Gasignition Limited does not meet the quantitative thresholds required by IFRS 8 and so management has resolved that this unit should be combined with Derlite for segmental reporting.

During the previous year this segment of the business was disposed..

Engineering - This division consists of the Group's engineering services.

Biomass - This division consists of the Group's Ukranian woodchip operations and is involved in the sourcing, processing and sale of woodchip and related products. The business was acquired in November 2011 and is expected to form the basis of the group's future operations. On this basis it is presented as a separate operating segment. The segment assets and liabilities are located in the Ukraine.

The Group's reportable segments are strategic business units that offer different product and services. They are managed separately because each business unit requires different technology and marketing strategies.

The Group evaluates performance on the basis of profit or loss from operations before tax not including non-recurring losses, such as restructuring costs and goodwill impairment, and also excluding the effects of share based payments.

There are no inter-segment sales between the reportable segments.

Active Energy Group Plc

Notes to the accounts

2      Segment information (continued)

Segment assets exclude tax assets and assets used primarily for corporate purposes. Segment liabilities include tax liabilities.  Even though loans and borrowings arise from finance activities rather than operating activities, they are allocated to the segments based on relevant factors (e.g. funding requirements). Details are provided in the reconciliation from segment assets and liabilities to the Group position.

	2011		2011		2011		2011
	Voltage
	Correction		Engineering		Biomass		Total
	£		£		£		£
Total segment revenue	856,598		-		-		856,598
Inter segment revenue	-		-		-		-
Revenue from external customers	856,598		-		-		856,598
Operating loss	(750,177)		(318,511)		-		(1,068,688)
Gain on business acquisition					1,368		1,368
Impairment on goodwill	(180,625)		(557,195)		-		(737,820)
Profit before tax	(930,802)		(875,706)		1,368		(1,805,140)
Tax expense	-		740		-		740
Segment loss for the year	(930,802)		(874,966)		1,368		(1,804,400)
Other segmented items included in the statement of comprehensive income
Depreciation and impairment on property, plant and equipment	52,635		510		-		53,145
Segmented assets and liabilities as at 31 December 2011,  capital expenditure for the year were as follows:
Segment Assets	187,439		22,242		1,858,505		2,068,186
Unallocated corporate assets							1,274,951
Consolidated total assets							3,343,137
Segment Liabilities	(54,267)		(2,393)		(479,729)		(536,389)
Unallocated corporate liabilities							(104,620)
Consolidated total liabilities							(641,009)
Additions to non-current assets	-		-		1,858,505		1,858,505

Active Energy Group Plc

Notes to the accounts (Continued)

2      Segment information (continued)

	2010			2010			2010
	Voltage			Gas
	Correction			Ignition			Total
	£			£			£
Total segment revenue	2,972,711			1,861,700			4,834,411
Inter segment revenue	-			-			-
Revenue from external customers	2,972,711			1,861,700			4,834,411
Operating loss from continuing operations	(1,310,207)			(552,581)			(1,862,788)
Finance income	4,902			8,200			13,102
Finance costs	-			(7,900)			(7,900)
Profit before tax	(1,305,305)			(552,281)			(1,857,586)
Tax expense	-			-			-
Loss for the year	(1,305,305)			(552,281)			(1,857,586)
Loss from continuing operations	(1,305,305)			-			(1,305,305)
Loss from discontinued operations	-		(552,281)			(552,281)
Loss for the year	(1,305,305)			(552,281)			(1,857,586)
Other segmented items included in the statement of comprehensive income
Depreciation	14,396			47,786			62,182
Segmented assets and liabilities as at 31 December 2010,  capital expenditure for the year are as follows:
Segment Assets	2,088,246			-			2,088,246
Unallocated corporate assets							-
Consolidated total assets							2,088,246
Segment Liabilities	(536,603)			-			(536,603)
Unallocated corporate liabilities							-
Consolidated total liabilities							(536,603)
Additions to non-current assets	20,792			23,781			44,573

Active Energy Group Plc

Notes to the accounts

2      Segment information (continued)

Reconciliation of reportable segment profit or loss, assets and liabilities to the Groups corresponding amounts are as follows:

Profit or loss after income tax expense				2011		2010
				£		£
Total profit or loss from reportable segments				(1,804,400)		(1,857,586)
Share based payments				(157,565)		(107,242)
Unallocated amount - corporate expenses				(491,666)		-
Unallocated amount - Finance  income				16,698		-
Unallocated amount - Finance expenses				(70,708)		-
Loss from discontinued  operations				-		552,281
Loss after income tax expense (continuing activities)				(2,507,641)		(1,412,547)

GEOGRAPHICAL INFORMATION

	External revenue by location of customers		Non-current assets by location of assets*
	2011	2010	2011	2010
	£	£	£	£
United Kingdom	856,598	3,826,796	-	615,174
Mexico	-	747,802	-	-
USA	-	166,988	-	-
Thailand	-	23,130	283,362	-
Ukraine	-	-	1,858,505	-
Other countries	-	69,695		-
	856,598	4,834,411	2,141,867	615,174

 * Non-current assets are denominated in Pound Sterling.

Active Energy Group Plc

Notes to the accounts (Continued)

3      Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

Reconciliations are set out below.

                                                                                                                             2011  

                                                                                                                         Weighted       

                                                                                                                           Average                   Per

                                                                                                                           Number                 share

                                                                                                   Earnings              of                   amount

                                                                                                        £                 shares                  pence

             Basic EPS

	Earnings attributable to ordinary shareholders	(2,507,641)			170,869,190			(1.47)

             Continuing operations

             Basic EPS

	Earnings attributable to ordinary shareholders	(2,507,641)			170,869,190			(1.47)

 

                                                                                                                                  

                                                                                                                             2010  

                                                                                                                         Weighted       

                                                                                                                           Average                   Per

                                                                                                                           Number                 share

                                                                                                   Earnings              of                   amount

                                                                                                        £                 shares                  pence

                         Basic EPS

	Earnings attributable to ordinary shareholders	(1,964,828)			100,918,418			(1.95)

             Continuing operations

             Basic EPS

	Earnings attributable to ordinary shareholders	(1,412,547)			100,918,418			(1.40)

             Discontinued operations

             Basic EPS

	Earnings attributable to ordinary shareholders	(552,281)			100,918,418			(0.55)

Share options of 16,545,172 (2010: 7,545,172) have been excluded from EPS calculations, which may become diluted in the future.

Active Energy Group Plc

Notes to the accounts (Continued)

4      Reserves

       The following describes the nature and purpose of each reserve within equity:

Reserve

Description and purpose

Share premium			Amounts subscribed for share capital in excess of nominal value
Merger			Difference between fair value and nominal value of shares issued to acquire 90% or more interest in subsidiaries
Employee Benefit Trust			Cost of own shares held by the employee benefit trust
Retained earnings			Cumulative net gains and losses recognised in the consolidated statement of comprehensive income
Foreign exchange			Gains/losses arising on retranslating the net assets of overseas operations into Pound Sterling
Non-controlling interests			Gains/losses allocated to non-controlling parties of the parent Company's subsidiary Active Energy Limited.

5      Publication of non-statutory accounts

The financial information set out above does not constitute the company's statutory accounts for 2010 or 2011. Statutory accounts for the years ended 31 December 2011 and 31 December 2010 have been reported on by the Independent Auditors. The Independent Auditors' Report on the Annual Report and Financial Statements for 2011 and 2010 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2010 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2011 will be posted to shareholders no later than 30 June 2012 and will be available to the public from the company's registered office, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU from that date.

6     Payment of Dividend

No dividend is proposed for the year ended 31 December 2011 (2010: £nil).

 

END

 

 

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