REG - Powerhouse Energy Gp - Half Year Report
06/09/2023 07:15
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RNS Number : 4876L Powerhouse Energy Group PLC 06 September 2023
6 September 2023
Powerhouse Energy Group plc
("Powerhouse", "PHE", the "Group" or the "Company")
Half Year Report
Powerhouse Energy Group plc (AIM: PHE), the UK technology company pioneering
integrated technology that converts non-recyclable waste into low carbon
energy, is pleased to announce its unaudited half year report for the six
months ended 30 June 2023.
Highlights
Management and Business Strategy
· Appointment of new Non-Executive Chairman (Antony
Gardner-Hillman) and three Non-Executive Directors (David Hitchcock, Tony Gale
and Prof. Karol Kacprzak) with Paul Emmitt as Acting Chief Executive Officer.
· Acquisition of the remaining portion of Engsolve shares (51.61%)
to complete the 100% ownership of Engsolve and integration into the Powerhouse
Group.
· Announced new Business Strategy in the Annual Report to develop
revenue streams through provision of engineering services and being actively
involved in developing capital projects using project finance methodology.
Commercial Development
· Framework Services Agreement signed with Petrofac for provision
of engineering services on request.
· Completed acquisition of 100% of the shareholding in Protos Waste
to Hydrogen No1 Ltd, the special purpose vehicle for the Waste to Hydrogen
development at Protos. PHE is managing the project and working with Petrofac
to finalise details prior to procurement of plant and equipment.
· Established representation in Northern Ireland with view to
developing capital project in Ballymena.
· Signed heads of agreement on a joint venture with Hydrogen Utopia
International plc (LON: HUI) at Longford, replacing project at Lanespark,
Tipperary.
· Progressing prospects in south-east Asia and Australasia.
Technology and Innovation
· Entered into lease and took possession of self-contained building in
Bridgend, Wales for establishment of the Powerhouse Technology Centre,
expected to open in Q1 2024.
· Feedstock Testing Unit in manufacture by Mitchell Dryers to be
installed in the Powerhouse Technology Centre. Anticipated operational by Q1
2024.
· European patent on temperature control in kiln formally allowed
to go forward for registration.
· Collaboration with University of Manchester on computerised fluid
dynamics and new methods of hydrogen separation from syngas.
Financial Performance
· Revenues for the half year of £nil (H1 2022: £353k).
· Gross Profit for period £nil (H1 2022: £79.9k).
· £4.90m cash at bank at 30 June 2023 (30 June 2022: £7.54m).
· Placing to raise £1m before expenses on 21 August 2023,
supplementing the Group's resources.
The Group's revenues and gross profit for the half year ended 30 June 2023
decreased compared to the same period in 2022 due to the Company changing
strategy and acquiring Engsolve Ltd (Engineering Services Supplier) and Protos
Waste to Hydrogen No.1 Ltd (Waste to Energy Project). These acquisitions
formed part of the Company's future strategy and changed the transactions
between these companies from third party supplies and third party sales to
intragroup transactions which were therefore eliminated from the
consolidation.
Statement from Tony Gardner-Hillman, Non-Executive Chairman of Powerhouse
Energy Group Plc
"PHE took a major step forward in 2023 with a new business strategy and a new
board to deliver it whose members have committed to the Company and are
expanding its activities to secure its future. I welcome David Hitchcock, Tony
Gale and Karol Kacprzak as new board members and thank Paul Emmitt and Hugh
McAlister for their ongoing support. I also welcome the Engsolve team and look
forward to the positive contribution they will make to PHE. Keith Riley has
just announced his resignation from the board and as Acting CEO. My thanks to
Keith were set out in the Company's announcement on that topic on 06 September
2023.
The profit and loss statement in this half year report does not, in my view,
reflect the true trading potential of the Company. Following the acquisition
of the Protos SPV, the revenues reported last year in servicing the Protos
project have now been internalised, and so are reported as a cost. Meanwhile
the acquisition of Engsolve occurred late in the period, so minimal benefit
from Engsolve revenues is recognised in these accounts.
Good progress has been made on the development of the Powerhouse Technology
Centre. The board held its July board meeting there. The building is now
ready, and the Feedstock Testing Unit is well into manufacture. I look forward
to the Centre being operational early next year and believe it will become a
cornerstone in PHE's ability to promote its technology and know-how. The
Centre will also help to support the Company's investments in capital
projects, which are now moving forward in Northern Ireland and the Republic of
Ireland as well as Protos. Considerable interest in PHE's offering is also
being expressed in south-east Asia and Australia.
There is much work to be done. We need to ensure the integration of Engsolve,
and PHE must grow its presence in the provision of engineering services as
well getting other commercial projects underway. The changes implemented
during the first half of this year will enable this to happen. We look forward
to updating investors on our progress as we continue through the year."
For more information, contact:
Powerhouse Energy Group Plc +44 (mailto:powerhouse@tavistock.co.uk) (0) 7733 146326
Antony Gardner-Hillman
WH Ireland Limited (Nominated Adviser) +44 (0) 207 220 1666
James Joyce
James Bavister
Turner Pope Investments (TPI) Ltd (Joint Broker) +44 (0) 203 657 0050
Andrew Thacker
James Pope
Tavistock (Financial PR) powerhouse@tavistock.co.uk (mailto:powerhouse@tavistock.co.uk)
Simon Hudson
Nick Elwes
Heather Armstrong
About Powerhouse Energy Group plc
Powerhouse Energy has developed a proprietary process technology - DMG® -
which can utilise waste plastic, end-of-life-tyres, and other waste streams to
convert them efficiently and economically into syngas from which valuable
products such as chemical precursors, hydrogen, electricity, and other
industrial products may be derived. Powerhouse's technology is one of the
world's first proven, "distributable modular generation", energy from waste
processes.
Powerhouse's process produces low levels of safe residues and requires a small
operating footprint, making it suitable for deployment at enterprise and
community level.
Powerhouse is quoted on the London Stock Exchange's AIM Market under the
ticker: PHE and is incorporated in England and Wales.
For more information see www.powerhouseenergy.co.uk
(http://www.powerhouseenergy.co.uk)
Consolidated Statement of Comprehensive Income
(Unaudited) (Unaudited) (Audited)
Group Company Company
Six Months Six Months Year
Ended ended Ended
30 June 30 June 31 Dec
Note 2023 2022 2022
£ £ £
Revenue 1 - 352,713 380,277
Cost of sales - (272,808) (295,912)
Gross Profit - 79,905 84,365
Engineering Project Costs (368,154) - -
Administrative expenses (979,432) (1,050,400) (2,258,177)
Acquisition costs (31,457) - -
Share of associate 67,302 49,694 60,326
Operating loss (pre-exceptional items) (1,311,741) (920,801) (2,113,486)
Exceptional Items:
Exclusivity Impairment - - (500,000)
Goodwill Impairment - - (40,660,000)
Fair Value Gain on Equity Investment 2 282,150 - -
Loan Reversal 3 453,017 - (2,159,274)
(Revenue)/Engineering Impairment - - (986,392)
Operating (Loss) (post exceptional items) (576,574) (920,801) (46,419,152)
Net finance revenues - 21,434 65,448
(Loss) before taxation (576,574) (899,367) (46,353,704)
Income tax credit/(charge) (9,273) 155,025
(Loss) after taxation (576,574) (908,640) (46,198,679)
Total comprehensive (loss) (576,574) (908,640) (46,198,679)
Total comprehensive (loss) attributable to:
Owners of the Company (576,574) (908,640) (46,198,679)
Non-controlling interests - - -
(Loss) per share from continuing operations (pence) 6 (0.01) (0.02) (1.17)
The figures as presented are not strictly comparable with the prior year
period as the comparative figures are non-consolidated, with the Group only
coming into effect in 2023.
The notes numbered 1 to 9 are an integral part of the half year financial
information.
Statement of Consolidated Financial Position
(Unaudited) (Unaudited) (Unaudited) (Audited)
Group Company Company Company
As at As at As at As at
30 June 30 June 30 June 31 December
Note 2023 2023 2022 2022
£ £ £ £
ASSETS
Non-current assets
Intangible fixed assets 5 3,155,337 2,503,585 43,654,220 2,502,073
Tangible fixed assets 456,672 444,978 23,901 5,795
Investments in subsidiary undertakings 1 827,838 1 1
Investments in associated undertakings - - 179,026 187,638
Total non-current assets 3,612,010 3,776,401 43,857,148 2,695,507
Current Assets
Loans receivable - - 1,925,112 -
Trade and other receivables 250,620 100,128 1,441,287 403,247
VAT Recoverable 333,223 376,380 - -
Corporation tax - - - 166,318
Cash and cash equivalents 4,897,457 4,424,877 7,536,341 5,882,897
Total current assets 5,481,300 4,901,385 10,902,740 6,452,462
Total assets 9,093,310 8,677,786 54,759,888 9,147,969
LIABILITIES
Current liabilities
Creditors: amounts falling due within one year (801,221) (1,120,864) (601,186) (279,306)
Total current liabilities (801,221) (1,120,864) (601,186) (279,306)
Total assets less current liabilities 8,292,089 7,556,922 54,158,702 8,868,663
Creditors: amounts falling due after more than one year - - - -
Net assets 8,292,089 7,556,922 54,158,702 8,868,663
EQUITY
Shares and stock 4 22,900,856 22,900,856 22,900,856 22,900,856
Share premium 61,291,710 61,291,710 61,291,710 61,291,710
Merger relief reserve - - 36,117,711 -
Accumulated deficit (75,900,477) (76,635,644) (66,151,575) (75,323,903)
Total surplus 8,292,089 7,556,922 54,158,702 8,868,663
The figures as presented are not strictly comparable with the prior year
period as the comparative figures are non-consolidated, with the Group only
coming into effect in 2023.
The notes numbered 1 to 9 are an integral part of the half year financial
information.
Consolidated Statement of Cash Flows
(Unaudited) (Unaudited) (Audited)
Group Company Company
Six months Six months Year ended
Ended Ended 31
Note 30 June 30 June December
2023 2022 2022
£ £ £
Cash flows from operating activities
Operating (loss) (576,574) (920,801) (46,419,152)
Adjustments for:
- Share based payments - (18,629) (18,629)
- Amortisation 4,810 4,810 10,263
- Depreciation 2,633 11,021 27,970
- Goodwill impairment - - 41,160,000
- Loan Impairment 3 *(453,017) 2,077,600
- Share of associate (67,302) (49,694) (49,033)
- Fair Value Gain on Equity Investment (282,150) - -
- Loan Interest Charge 3 - - 81,674
- Other none cash movements (13,635) 3,006
Changes in working capital:
- Decrease/(Increase) in trade and other receivables (14,278) (477,639) 560,401
- Increase/(decrease) in trade and other payables 521,915 50,007 (284,475)
- Tax credits received - 155,227 166,318
Net cash used in operations (877,598) (1,245,698) (2,684,057)
Cash flows from investing activities
Dividends received from associate - 1,935 -
Cash for investment in Engsolve (572,896) - -
Cash acquired on acquisition 466,771
Loans advanced - (737,520) (927,600)
Purchase of intangible fixed assets - (104,532) (117,838)
Purchase of tangible fixed assets (1,512) (1,830) (673)
Net cash used in investing activities (107,637) (841,947) (1,046,111)
Cash flows from financing activities
Proceeds from issue of shares - - -
Payments of principal under leases - (12,602) (23,455)
Net finance costs (205) (872) (940)
Net cash flows used in financing activities (205) (13,474) (24,395)
Net (decrease) in cash and cash equivalents (985,440) (2,101,119) (3,754,563)
Cash and cash equivalents at beginning of period 5,882,897 9,637,460 9,637,460
Cash and cash equivalents at end of period 4,897,457 7,536,341 5,882,897
The figures as presented are not strictly comparable with the prior year
period as the comparative figures are non-consolidated, with the Group only
coming to effect in 2023.
The notes numbered 1 to 9 are an integral part of the half year financial
information.
Statement of Changes in Equity
Ordinary Share capital Share premium Merger relief Accumulated
£ Deferred shares account reserve deficit Total
£ £ £ £ £
Balance at 1 Jan 2022 (audited) 19,787,071 3,113,785 61,291,710 36,117,711 (65,224,306) 55,085,971
Transactions with equity participants:
- Shares issued on exercise options - - - - - -
- Shares issued on exercise warrants - - - - - -
- Other share issues - - - - - -
Share based payment - - - - (18,629) (18,629)
Share issue costs - - - - - -
Total comprehensive loss - - - - (908,640) (908,640)
Balance at 30 June 2022 (unaudited) 19,787,071 3,113,785 61,291,710 36,117,711 (66,151,575) 54,158,702
Transactions with equity participants:
- Shares issued on exercise options - - - - - -
Share based payment - - - - - -
Reserve transfer - goodwill impairment (36,117,711) 36,117,711 -
Total comprehensive loss - - - - (45,290,039) (45,290,039)
Balance at 31 Dec 2022 (audited) 19,787,071 3,113,785 61,291,710 - (75,323,903) 8,868,663
Share based payment - - - - - -
Total comprehensive (loss) - - - - (576,574) (576,574)
Balance at 30 June 2023 (unaudited) 19,787,071 3,113,785 61,291,710 - (75,900,477) 8,292,089
The following describes the nature and purpose of each reserve within equity:
Deferred shares: Represents the
combined total of all deferred shares (0.5p, 4p and 4.5p).
Share premium: Amount subscribed
for share capital in excess of nominal value.
Merger relief reserve: Amount subscribed for share
capital in excess of nominal value where merger relief applies.
Accumulated deficit: Accumulated deficit
represents the cumulative losses of the Company and all other net gains and
losses and transactions with shareholders not recognised elsewhere.
The notes numbered 1 to 9 are an integral part of the half year financial
information.
Notes (forming part of the half year Group financial information)
1. Summary of significant accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the financial
information.
1.1. Basis of preparation
This half year consolidated financial information is for the six months ended
30 June 2023 and has been prepared in accordance with International Accounting
Standard 34 "Interim Financial Statements". The accounting policies applied
are consistent with International Financial Reporting Standards ("IFRS")
issued by the International Accounting Standards Board (IASB) as adopted for
use in the United Kingdom and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS (except as otherwise stated). The
accounting policies and methods of computation used in the half year financial
information are consistent with those of the previous financial year and
corresponding half year reporting period (save that, as mentioned above, prior
year comparative figures are non-consolidated, with the Group only coming to
effect in 2023) and with those expected to be applied for the year ending 31
December 2023.
The Group does not consider any new and amended standards that became
applicable for the current reporting period to have any impact on the Groups
results.
The unaudited results for period ended 30 June 2023 do not constitute
statutory accounts within the meaning of Section 435 of the Companies Act
2006. The comparative figures for the period ended 31 December 2022 for the
Company are extracted from the audited financial statements which contained an
unqualified audit report and did not contain statements under Sections 498 to
502 of the Companies Act 2006.
This half year financial statement will be, in accordance with the AIM Rules
for Companies, available shortly on the Company's website.
As the Group did not come into existence until the current period it should be
noted that comparatives are for Company only. Details on types of investment
are in Note 1.4 below.
1.2. Going concern
The Directors have considered all available information about future events
when considering going concern. The Directors have prepared and reviewed cash
flow forecasts for 12 months following the date of these Financial Statements.
The projections show that the Group will have sufficient funding to be able to
continue as a going concern on the basis of its cash balances as at 30 June
2023.
The half year financial statements do not include the adjustments that would
result if the Group were unable to continue as a going concern.
1.3. Functional and presentational currency
This half year financial information is presented in £ sterling which is the
Group's functional currency.
1.4. Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognised immediately in the profit and loss account.
A subsidiary is an entity controlled by the company. Control is the power to
govern the financial and operating policies of the entity so as to obtain
benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in
which the Company holds a long-term interest and where the company has
significant influence. The company considers that it has significant influence
where it has the power to participate in the financial and operating decisions
of the associate.
Entities in which the Company has a long-term interest and shares control
under a contractual arrangement are classified as jointly controlled entities.
1.5. Revenue
The Group provides engineering services for the application of the DMG
technology, the intellectual property that the Group owns. Revenue from
providing services is recognised in the accounting period in which services
are rendered. For fixed-price contracts, revenue is recognised based on the
actual service provided to the end of the reporting period as a proportion of
the total services to be provided to the extent to which the customer receives
the benefits. This is determined based on the actual labour hours spent
relative to the total expected labour hours.
Where a contract includes multiple performance obligations as specified by the
work scope, the transaction price will be allocated to each performance
obligation based on the estimated expected cost-plus margin.
Estimates of revenues, costs, or extent of progress toward completion of
services are revised if circumstances change. Any resulting increases or
decreases in estimated revenues or costs are reflected in profit or loss in
the period in which the circumstances that give rise to the revision become
known by management.
In the case of fixed-price contracts, the customer pays the fixed amount based
on a payment schedule. If the services rendered by the Group exceed the
payment, a contract asset is recognised. If the payments exceed the services
rendered, a contact liability is recognised.
If a contract includes an hourly fee, revenue is recognised in the amount to
which the Group has a right to invoice.
2. FAIR VALUE GAIN ON EQUITY INVESTMENT
On 12 August 2021, the Company acquired a 48.39% interest in Engsolve Limited,
an engineering consultancy company incorporated and operating in England and
Wales. On 21 June 2023, the Company completed the acquisition of the balance
of the issued share capital of Engsolve (51.61%). The previous shareholding in
Engsolve (48.39%) was subsequently revalued leading to a fair value gain of
£282,150 on the original shareholding. Please refer to note 8 below.
3. impairment of INTER Company loans & transactions
Prior to December 2022 the Company entered into transactions with Protos to
provide funding via a loan facility with the balance at 31 December of
£2,159,274 and also made sales to Protos of £986,392. It was determined by
the Company on 31 December 2022 that these amounts were no longer recoverable
and were therefore written off within the Company. The write off of the loan
facilities has been recognised against capitalised development expenditure in
the sum of £2,692,649. The remaining £453,017 has been written off to the
profit and loss account in the consolidated financial statements. This write
off was to reflect the impairment of the transactions with the understanding
of the fact that the impairment maybe unwound should Protos achieve sufficient
results to be able to repay the loan and sales.
4. SHARE CAPITAL
0.5 p Ordinary shares 0.5p Deferred 4.5 p Deferred shares 4.0 p Deferred shares
shares
Balance at 1 January 2023 3,957,414,135 388,496,747 17,373,523 9,737,353
Shares issued - - - -
Balance at 30 June 2023 3,957,414,135 388,496,747 17,373,523 9,737,353
The deferred shares have no voting rights and do not carry any entitlement to
attend general meetings of the Company. They carry only a right to participate
in any return of capital once an amount of £100 has been paid in respect of
each ordinary share. The Company is authorised at any time to effect a
transfer of the deferred shares without reference to the holders thereof and
for no consideration.
5. INTANgible Assets
Intangible assets in the period increased due to £651,752 of goodwill being
generated from the combination of the Group including Protos and Engsolve.
Please refer to note 8 below.
6. (Loss) per share
(Unaudited) (Unaudited) (Audited)
As at As at As at
30 June 30 June 31 December
2023 2022 2022
£ £ £
Total comprehensive (loss) (576,574) (908,640) (46,198,679)
Weighted average number of shares 3,957,414,135 3,957,414,135 3,957,414,135
Basic loss per share in pence (0.01) (0.02) (1.17)
Diluted loss per share in pence (0.01) (0.02) (1.17)
7. SHARE BASED PAYMENTS
The expense recognised for share-based payments during the year is shown in
the following table:
(Unaudited) (Unaudited) (Audited)
As at As at As at
30 June 30 June 31 December
2023 2022 2022
£ £ £
Share based payment charge/(credit) recognised in Income Statement
Expense arising from equity-settled share-based payment transactions:
- Share options for Directors and employees - (18,629) (18,629)
Total share-based payment in Income Statement - (18,629) (18,629)
Share based payment charge recognised in Share Premium
- Warrants for third party services - - -
Total share-based payment in Share Premium Account - - -
Total share-based payment charges/(credits) recognised - (18,629) (18,629)
Other share-based payment movements
Exercise of options by Directors and employees - - -
Exercise of warrants for third party services - - -
Total share-based payment - (18,629) (18,629)
The were no liabilities recognised in relation to share based payment
transactions.
8. acquisitions During THE REPORTING PERIOD
The Company announced on 28 April 2023 that it had acquired full ownership of
Protos Plastics to Hydrogen No.1 Ltd from Peel NRE Ltd for a nominal payment
of £1. Protos Plastics to Hydrogen No. 1 Limited is a special purpose vehicle
and owner of the development of the Protos plant, the first proposed
commercial application of the Company's DMG™ technology. The acquisition of
Protos generated goodwill of £64,326 and net liabilities of £64,325.
Details of the transaction:
Non-Current
Assets:
Book Value Fair Value
Goodwill
64,326
Property Plant &
Equipment
2,692,649
Current Assets:
Bank
5,787
5,787
Other Debtors -
VAT
412,634 412,634
Current Liabilities:
Loans
(3,145,666) 0
Creditors
(29,729) (29,729)
Total Value of assets
acquired
(64,325) 453,018
Cash flows
Cash Consideration to old
owners
£1
On 12 August 2021, the Company acquired a 48.39% interest in Engsolve Limited,
an engineering consultancy company incorporated and operating in the UK. On 21
June 2023, the Company completed the acquisition of the entire outstanding
share capital of Engsolve (51.61%) for a cash consideration of £572,896. The
previous shareholding in Engsolve was subsequently revalued leading to a fair
value gain on the original shareholding of £282,150. On acquisition the
Company acquired net assets of £522,560. The goodwill generated on
acquisition amounted to £587,426. The Company considers this as a strategic
acquisition as it brings engineering expertise in-house and enables the
Company to generate a regular income stream through the provision and
development of engineering services into the UK market.
The investment of £827,838 on the Company's stand-alone Balance Sheet
includes the cost of the original investment in Engsolve of £99,990, share of
profits to 30 June 2023 of £156,887, less dividends of £1,935 plus the cash
consideration for the acquisition of the outstanding shares in Engsolve of
£572,896.
Details of the transaction:
Non-Current
Assets:
Book Value Fair Value
Goodwill
587,426
Property, Plant &
Equipment
11,694
11,694
Current Assets:
Bank
466,793
466,793
Other
Debtors
150,492 150,492
Current Liabilities:
Creditors
(106,419) (106,419)
Total Value of assets
acquired
522,560
1,109,986
Cash flows
Cash Consideration to old
owners
£572,896
9. EVENTS AFTER THE REPORTING PERIOD
On 21 August 2023, the Company raised £1 million, before expenses, through a
placing at a price of 0.5p per share ("Issue Price") (the "Placing"). The
Placing was arranged by the Company's broker, Turner Pope Investments (TPI)
Ltd ("TPI").
A total of 200,000,000 new Ordinary Shares of 0.5p each in the capital of the
Company ("Ordinary Shares") was placed by TPI at the Issue Price with clients
of TPI. TPI received 8,000,000 new Ordinary Shares by way of remuneration,
having elected to receive Ordinary Shares at the Issue Price instead of cash
in respect of certain professional fees.
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