Turbo Power Systems Inc.
TSX : TPS
AIM : TPS

Turbo Power Systems Inc.

November 12, 2010 02:00 ET

Turbo Power Systems Inc. ("TPS" or "The Company") Announces Results for the Third Quarter and Nine Months Ended 30 September 2010

LONDON, UNITED KINGDOM--(Marketwire - Nov. 12, 2010) - Turbo Power Systems Inc. (TSX:TPS) (AIM:TPS)

Summary

- Revenue increased by 23% for the quarter at Pounds Sterling 1.79 million (2009: Pounds Sterling 1.45 million), and for the nine months by 51% at Pounds Sterling 6.14 million (2009: Pounds Sterling 4.07 million).

- EBITDA loss for the quarter of Pounds Sterling 0.80 million (2009: Pounds Sterling 0.11 million profit), and for the nine months of Pounds Sterling 0.58 million loss (2009: Pounds Sterling 0.13 million profit). Performance in the quarter was impacted by increased expenditure on development activity whilst customer progress and contract initiation milestones were not achieved by this quarter-end.

- Unrestricted, debt free cash balance at 30 September 2010 of Pounds Sterling 0.34 million (31 December 2009: net debt Pounds Sterling 3.0 million)

- As previously announced on 5 October 2010, Jim Vickerman appointed as interim Chief Executive Officer.

- As previously announced on 25 October 2010, Pounds Sterling 1.9 million loan facility secured for the Company from TAO Sustainable Power Solutions (UK) Limited ("TAO"), which holds 75.4% of the issued share capital of the Company and is a wholly owned UK subsidiary of Vale Solusoes em Energia S.A. ("VSE"). The loan is secured by a first charge over the assets and undertakings of Turbo Power Systems Limited. As at 12 November 2010, Pounds Sterling 1.2 million of the facility has been drawn down.

James Pessoa, Chairman, said:

"During the past quarter the Company has made good progress in starting to explore the opportunities provided by the strategic investment by TAO in June 2010. As planned, the Company has commenced increasing its development activities and investment in future capability. Since the quarter end TAO has provided additional support to the Company through a secured loan, enabling the Company to settle overdue debts and significantly reduce its creditor exposure, positioning itself for growth of the business.

As the recently appointed Chairman of the Company, I have been impressed by the technical ability that the Company provides and its ability to deliver to its customer base, and I am confident that the recent investment funds provide a sound base for the continued development of the Company on a sustainable basis."

NOTES TO EDITORS

About Turbo Power Systems

Turbo Power Systems Inc (TSX:TPS.TO) (AIM:TPS.L) is a leading UK based designer and manufacturer of innovative power solutions. The Company's products are all based on its core technologies of power electronics and high speed motors and generators and are sold into a number of market sectors including aerospace, rail, and various industrial sectors. The Company's products provide improved efficiency and reduced energy consumption compared to existing technologies.

Turbo Power Systems existing customers include multinational and blue chip companies such as Bombardier Transportation, McQuay International, Eaton Aerospace and TAO (a wholly owned subsidiary of the Brazilian energy company VSE).

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 ongoing 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.

Definition of non-GAAP financial measures

EBITDA is calculated as the net loss for the period less financial interest income and charges, foreign exchange gains and losses, tax charges and receipts, depreciation, amortization, and stock compensation charges. The Company believes that EBITDA is useful supplemental information as it provides an indication of the operational results generated by its business activities prior to taking into account how those activities are financed and taxed and also prior to taking into consideration asset amortization. EBITDA is not a recognised measure under GAAP and, accordingly, should not be construed as an alternative to operating income or net loss determined in accordance with GAAP as an indicator of financial performance or of liquidity and cash flows. EBITDA does not take into account the impact of working capital changes, capital expenditures and other sources and uses of cash which are disclosed in the consolidated statement of cash flows. The Company's method of calculating EBITDA may differ from other issuers and may not be comparable to similar measures provided by other companies.

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.

OPERATIONAL REVIEW

This review has been prepared as at 12 November 2010.

Business of the Company

Turbo Power Systems designs and manufactures:

- high-speed permanent magnet based motors and generators for industrial, transport, power generation and military applications, where technical performance, energy efficiency and power density requirements cannot be met by conventional technology.

- power electronics products, including variable frequency drives and inverters, which combine with the Company's electrical machines to create an integrated solution, and a range of rugged power conversion products for rail and industrial applications.

Business Summary

Strategic Direction

TPS's primary focus continues to be on the following markets:

- Transport

-- Power Electronics for the Rail Industry

- Energy

-- Grid Link Inverters

-- Motors & Generators

- Industrial Equipment

-- Motors & Generators

-- Power Supplies

- Defence

-- Power Electronics

-- Motors & Generators

The vision for the business can be summarised as follows:

"To be a world class provider of specialist Power Electronics and Electrical Machines maximising stakeholder benefit"

The business aims to achieve this through:

- Market leading technologies and programme delivery

- Long term partnerships with our customers

- Strong year on year organic growth

- A culture of continuous improvement of individual and business performance and capability

In terms of the development of the business this means we intend to:

- Develop technological advantage and customer partnerships in the following business sectors:

-- Transport

-- Energy

-- Industrial

-- Defence

- Be a preferred supplier to a limited number of key blue chip customers

- Balance business activities across development, production and after sales

As a result of the strategic investment in June 2010, the association with VSE has provided access to the South American markets in a way that was not possible (nor envisaged) previously. We have entered into a review with VSE to establish how best to work with them in these markets and have already establish several target opportunities that we believe have good potential.

Current Operating Climate

The industrial sector continues to recover, and although we continue to experience delays in finalizing contract awards we are receiving increased production requirements from our customer base for delivery over the remainder of this year and into next year.

Within the Rail transport sector there are several significant opportunities as many Governments around the world continue their investment in rail infrastructures to meet the need for public mass transport whilst reducing pollution and congestion in our cities.

Defence expenditure in both the US and UK remains an area where we believe TPS technology can be applied. We continue to investigate this market and hope to capitalize on opportunities during the coming years.

The energy sector remains a market exhibiting significant growth and we have been positioning ourselves in several areas in order to gain a share of this growth. We see this sector as offering substantial growth potential and believe that, together with TAO and VSE, we are well positioned to capitalize on this potential.

Current Programmes

The Company operates with two reportable segments. The Power Electronics Division is involved in the development and manufacture of electrical power supply and control systems, encompassing rail and aerospace transport activities, power conditioning within the renewable energy area and industrial power supplies. The Electrical Machines Division is involved in the development and commercialisation of high speed electrical machines which are currently marketed within the renewable energy, industrial and defence markets.

- Transport

-- Rail

Deliveries continue on the major programmes (Bombardier Chicago Transit Authority and Bombardier Toronto). Call off rates increased during the third quarter and are anticipated to increase further over the next six months.

-- Aerospace

The Jettison Fuel Pump motor drives for Eaton Aerospace continue to be delivered in line with the customer's call-off rate. The Boeing Dreamliner is scheduled for revenue service in 2011, providing opportunity for the commencement of the after sales revenues for the equipment.

-- Electric Vehicle Charging Systems

We continue to progress development work on power electronics solutions for solar powered charging systems for Electric Vehicles.

- Energy

Development of two proto-type 1.2MW Generators and associated Power Electronics for TAO progressed during the quarter. We see this as potentially the first in a number of such development and production contracts as VSE establish themselves in the energy market.

- Industrial

-- Laser Power Supplies

Our customer is continuing to exhibit a growing demand for these units and envisages this continuing through 2011.

-- Industrial Motors and Drives

Deliveries to our Industrial Motors and Drives OEM (McQuay International) of the already developed motor and drive that forms part of their new WME Chiller product have continued during the quarter. We anticipate completion of the initial order quantities before the end of the year.

Work has progressed on the next motor development under the exclusive development agreement. Prototypes were delivered during the quarter with an anticipation of an initial production order being placed following the customer testing programme.

We have also continued with the production of the SKF Laser Blower products and anticipate further requirements through 2011.

- Defence

-- 1MW High-Speed Generator

Having successfully delivered our high-speed generator, under the contract awarded during 2008 by SAIC (a major US defence contractor), the full SAIC system has successfully completed systems trials.

A second generator is expected to be delivered before the end of the year. SAIC continue to indicate that further orders are likely within the next 12 months, subject to US Department of Defense Budget Approval.

Financial Performance

Revenue in the quarter ended 30 September 2010 of Pounds Sterling 1.79 million was 23% greater than the third quarter of the 2009 financial year (2009: Pounds Sterling 1.45 million), although development income was significantly reduced at Pounds Sterling 0.1 million (2009: Pounds Sterling 0.66 million).

Gross research and product development costs are beginning to increase as we commence additional activity to support new development contracts, including the first generator development contract from TAO.

The Company recorded a loss before interest, tax, depreciation, amortization, exceptional financing costs, foreign exchange gains and losses and stock compensation for the quarter of Pounds Sterling 0.80 million (2009 profit of Pounds Sterling 0.11 million), primarily due to development revenues in the quarter being significantly lower than in previous quarters as both customer progress and new contract initiation milestones were not achieved before 30 September 2010, whilst expenditure in relation to these activities increased.

As expected and as identified within the June 2010 interim statements the Company also recorded an operating cash ouflow of Pounds Sterling 1.56 million for the quarter (2009: Pounds Sterling 0.02 million) as it reduced its creditor exposure and increased its development and production capabilities to meet near term opportunities.

During the second quarter the Company completed a fundraising whereby TAO invested Pounds Sterling 6.5 million in exchange for a 76% equity stake in the undiluted share capital of the Company ("the fundraising"). Proceeds of this were used, together with the issue of 333,333,334 A-Ordinary shares in Turbo Power Systems Limited, to settle the outstanding 2008 Loan Notes, accrued interest and risk premium liabilities.

After accounting for the fundraising, the Company recorded an overall cash outflow during the nine months of Pounds Sterling 0.31 million.

The Company finished the quarter with an unrestricted cash balance of Pounds Sterling 0.34 million and held further cash of Pounds Sterling 0.76 million associated with performance bonds.

During the second quarter of 2010 the Company secured contracts with TAO, which became a related party by virtue of its 76% shareholding acquired on completion of the fundraising on 16 June 2010. The Company is undertaking development activities and prototype unit manufacture of high speed generator units and related power electronics, and has recognized Pounds Sterling 492,000 of development income during the nine months to date. These activities are expected to continue through the rest of 2010 and into 2011 and will generate additional revenues. All transactions have been conducted at arms length and at normal commercial value.

On 25 October 2010 the Company finalized a Pounds Sterling 1.9million loan facility with TAO, providing access to additional working capital funding to support the development of the Company. This loan has been arranged at arms length and with normal commercial terms, and is secured by a fixed and floating charge over the assets of the Company.

Going Concern

The Critical Accounting Estimates included within these statements are assessed on an unchanged basis from the prior year and as disclosed in the Company's Financial Statements for the year ended 31 December 2009.

These consolidated financial statements have been prepared on the basis of Canadian generally accepted accounting principles ("Canadian GAAP") 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 September 2010 the Company had net operating cash outflows therefore may require additional funding which, if not raised, may result in the curtailment of activities. The Company has a cumulative deficit of Pounds Sterling 77.06 million as at 30 September 2010.

During October 2010 the Company completed a loan agreement providing access to Pounds Sterling 1.9 million from TAO to support working capital requirements as the Company progresses. As at 12 November 2010 the Company had drawn down Pounds Sterling 1.2 million in support of its present activities.

At 30 September 2010 the Company had an unrestricted cash balance of Pounds Sterling 0.34 million and held further cash of Pounds Sterling 0.76 million associated with performance bonds. If the Company is unable to generate positive cash flow from operations or secure additional debt or equity financing these conditions and events would cast substantial 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, that would be necessary if the "going concern" assumption were not appropriate.

Management regularly reviews and considers the current and forecast activities of the Company in order to satisfy itself as to the viability of operations. These ongoing reviews include consideration of current order book and future business opportunities, current development and production activities, customer and supplier exposure, forecasting cash requirements and balances. Based on these evaluations and the recently completed investments by TAO, management consider that the Company is able to continue as a going concern.

Summary of Quarterly Results

The following table sets forth selected quarterly consolidated financial information of the Company for the last eight quarters;



All amounts in Pounds Revenue Research General and Net
Sterling '000 and product administrative Profit
development expense /(loss)
expense

December 2008 1,862 841 816 (3,151)

March 2009 1,383 881 916 (368)
June 2009 1,235 199 812 (234)
September 2009 1,453 579 654 (344)
December 2009 3,193 743 845 211

March 2010 2,581 619 676 21
June 2010 1,765 523 611 (3,097)
September 2010 1,789 716 692 (1,009)


All amounts in Pounds Profit/ Net cash flow Net cash
Sterling '000 (loss) per from operating flow from
share capital
investment

December 2008 (1.0) 167 (8)

March 2009 (0.1) (458) (23)
June 2009 (0.1) (151) (13)
September 2009 (0.1) (165) (26)
December 2009 0.1 (93) (10)

March 2010 0.0 89 (37)
June 2010 (0.4) (171) (9)
September 2010 (0.1) (1,558) (7)


Research and Development costs have increased as a result of the new TAO generator contract secured in June 2010. R&D tax credits recognized further reduce the net Research and Product Development spend as analysed below.



All amounts in Pounds Sterling '000 Research and Product Development
Gross Tax Credits Net

December 2008 1,248 (407) 841

March 2009 881 - 881
June 2009 761 (562) 199
September 2009 829 (250) 579
December 2009 743 - 743

March 2010 694 (75) 619
June 2010 598 (75) 523
September 2010 716 - 716



Reconciliation of net loss
to EBITDA result
Quarter ended Nine months ended
30 September 30 September
2010 2009 2010 2009
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000

Net profit/( loss) (1,009) (344) (4,085) (946)

Add back:
Exceptional costs - - 2,890 -
Interest income - (1) - (3)
Interest expense - 208 326 565
Finance (gain)/charge 5 5 (166) 29
Foreign exchange gain (19) 47 (81) (154)
Amortisation 153 162 457 499
Stock Compensation 73 35 79 142
------------------------------------------------
EBITDA profit/(loss) (797) 112 (580) 132
------------------------------------------------


Copies of Quarterly and Annual Results

The Company's full Financial Results and Managements' Discussion and Analysis for 2009, together with the Third Quarter 2010 Financial Results and Managements' Discussion and Analysis are available on www.sedar.com and full 2009 financial statements were mailed to shareholders during May 2010.

Copies of the quarterly and annual results are available from the Company's office at Unit 3 Summit Centre, Hatch Lane, West Drayton, Middlesex, UB7 0LJ, United Kingdom or available to view from the Company's website at www.turbopowersystems.com.

Review of the quarter ended 30 September 2010

Production revenue

Production revenue in the quarter ended 30 September 2010 was Pounds Sterling 1.79 million (2009: Pounds Sterling 1.45 million),



2010 2009
Pounds Sterling Pounds Sterling
'000 '000
Power electronics 1,212 1,260
Electrical machines 577 193
-----------------------------------
1,789 1,453
-----------------------------------
-----------------------------------


Revenues increased compared with 2009 as the general industrial economy and customer requirements continued to recover.

Development income

Development income in the quarter was Pounds Sterling 0.10 million (2009: Pounds Sterling 0.66 million), as chargeable development milestones on current contracts were not reached during the quarter.



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Development income 98 660
-----------------------------------
-----------------------------------


Production costs

The cost of production revenues in the quarter amounted to Pounds Sterling 1.35 million (2009: Pounds Sterling 0.80 million).



2010 2009
Pounds Sterling Pounds Sterling
'000 '000
Power electronics 868 702
Electrical machines 481 101

-----------------------------------
1,349 803
-----------------------------------
-----------------------------------


Production costs include certain facilities costs attributable to the manufacturing operation.

Research and product development

Research and product development expenditure in the quarter was Pounds Sterling 0.72 million (2009: Pounds Sterling 0.58 million), and comprised



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Research and product development
expenditure 716 829
R&D Tax credits - (250)
-----------------------------------
Total expenditure 716 579
-----------------------------------
-----------------------------------


General and administrative

General and administrative costs in the quarter of Pounds Sterling 0.69 million (2009: Pounds Sterling 0.65 million) consist mainly of staff costs, facilities costs and the costs associated with the Company's public listings.

Amortisation

Amortisation was Pounds Sterling 0.15 million (2009: Pounds Sterling 0.16 million).

Interest income

Interest income during the third quarter of both 2010 and 2009 was insignificant due to low cash balances maintained.

Interest expense and finance charges

Interest expenses in 2009 arose from the issue of convertible bonds in March 2005 and June and August 2008 and comprised



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Interest payable - 170
Accretion of debt - 38
-----------------------------------
- 208
-----------------------------------
-----------------------------------


Following the settlement in June 2010 of the outstanding loan notes no interest charges were incurred during the quarter.

Cash flows for the quarter ended 30 September 2010

Cash outflow from operating activities

Operating cash outflow before movements in working capital was Pounds Sterling 0.78 million for the quarter (2009: Pounds Sterling 0.13 million).

Movements in working capital produced a net cash outflow of Pounds Sterling 0.76 million during the quarter (2009: Pounds Sterling 0.30 million).

Investing activities

Cash outflows from capital investments in the quarter were Pounds Sterling 0.01 million (2009: Pounds Sterling 0.03 million).

Overall cash outflow for the period

Overall the cash outflow during the quarter was Pounds Sterling 1.49 million (2009: Pounds Sterling 0.11 million).

Review of the nine months ended 30 September 2010

Production revenue

Production revenue in the nine months ended 30 September 2010 was Pounds Sterling 6.14 million (2009: Pounds Sterling 4.07 million)



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Power electronics 4,033 3,639
Electrical machines 2,102 432

-----------------------------------
6,135 4,071
-----------------------------------
-----------------------------------


Revenues at both divisions increased compared with 2009 as the general industrial economy and customer requirements started to recover.

Development income

Development income in the nine months was Pounds Sterling 1.26 million (2009: Pounds Sterling 2.61 million). The reduction principally related to the sale of access rights to certain engineering design and methods that was made during 2009, and a low level of customer milestone completion during the third quarter of 2010.



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

-----------------------------------
Development income 1,159 2,612
-----------------------------------
-----------------------------------


Production costs

The cost of production revenues in the nine months amounted to Pounds Sterling 4.22 million (2009: Pounds Sterling 2.65 million).



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Power electronics 2,690 2,442
Electrical machines 1,525 210

-----------------------------------
4,215 2,652
-----------------------------------
-----------------------------------


Production costs include certain facilities costs attributable to the manufacturing operation.

Research and product development

Research and product development expenditure in the nine months was Pounds Sterling 1.86 million (2009: Pounds Sterling 1.66 million), and comprised



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Research and product development expenditure 2,008 2,471
R&D Tax credits (150) (812)

-----------------------------------
Total expenditure 1,858 1,659
-----------------------------------
-----------------------------------


General and administrative

General and administrative costs in the nine months of Pounds Sterling 1.98 million (2009: Pounds Sterling 2.38 million) consist mainly of staff costs, facilities costs and the costs associated with the Company's public listings.

Amortisation

Amortisation was Pounds Sterling 0.46 million (2009: Pounds Sterling 0.50 million).

Interest income

Interest income during both quarters was insignificant due to low cash balances maintained.

Interest expense and finance charges

Interest expenses arise from the issue of convertible bonds in March 2005 and June and August 2008 and comprise



2010 2009
Pounds Sterling Pounds Sterling
'000 '000

Interest payable 294 471
Accretion of debt 32 94

-----------------------------------
326 565
-----------------------------------
-----------------------------------


Following the redemption of loan notes during June 2010, and as noted earlier, no further interest charges have been incurred during the third quarter of 2010.

Cash flows for the nine months ended 30 September 2010

Cash outflow from operating activities

Operating cash outflow before movements in working capital was Pounds Sterling 0.23 million for the nine months (2009: inflow of Pounds Sterling 0.16 million).

Movements in working capital produced a net cash outflow of Pounds Sterling 1.41 million during the nine months (2009: Pounds Sterling 0.93 million).

Investing activities

Cash outflows from capital investments in the six months were Pounds Sterling 0.05 million (2009: Pounds Sterling 0.06 million).

Financing activities

Cash inflows in the nine months of Pounds Sterling 1.33 million relate to the investment in the Company received in the second quarter, and the settlement of the outstanding 2008 Loan Notes following the investment, and the settlement of the outstanding 2005 Loan Notes during the first quarter (2009: Pounds Sterling nil).

Overall cash inflow for the period

Overall the cash outflow during the nine months was Pounds Sterling 0.31 million (2009: Pounds Sterling 0.52 million).

Balance sheet as at 30 September 2010

The Company ended the period with an unrestricted cash balance of Pounds Sterling 0.34 million (2009: Pounds Sterling 0.65 million). Substantially all of the Company's cash balances are denominated in Sterling.

In addition the Company had restricted cash amounts of Pounds Sterling 0.76 million principally relating to performance bonds entered into as part of contracts with Bombardier Transportation (2009: Pounds Sterling 0.81 million).

Long term assets excluding restricted cash have decreased from Pounds Sterling 1.06 million at 31 December 2009 to Pounds Sterling 0.66 million at 30 September 2010, after depreciation charges of Pounds Sterling 0.46 million.

Long term liabilities have decreased to Pounds Sterling 0.10 million at 30 September 2010 compared to Pounds Sterling 3.49 million at 31 December 2009, reflecting the settlement of the outstanding convertible loan notes following the investment in the Company received in June 2010.

Net working capital at 30 September 2010, excluding restricted cash balances, was Pounds Sterling 2.23 million (2009: Pounds Sterling 1.27 million).

As at 30 September 2010, the Company had 1,437,754,811 common shares issued and outstanding and 448,333,334 A ordinary shares issued and outstanding. As at that date there were 75,840,000 outstanding share options and no outstanding warrants.



Contractual Obligations

Payments due by period
Pounds Sterling '000 Total 2010 2011 2012 2013 2014 2015 and
thereafter
Trade and other
payables 1,588 1,588 - - - - -
Operating leases 3,451 133 534 537 304 230 1,713
------------------------------------------------------
5,039 1,721 534 537 304 230 1,713
------------------------------------------------------


Shareholders' equity

The movement in shareholders' equity comprised:
2010
Pounds Sterling
'000

As at 1 January (13,651)
Loss for the nine months (4,085)
Stock compensation expense 79
Share conversions (419)
Expiry of warrants 56
Issue of shares 6,599
-----------------
As at 30 September (11,421)
-----------------
-----------------


As at 12 November 2010 the Company had 1,437,754,811 common shares issued and outstanding. As at that date there were 56,749,091 outstanding share options and no outstanding warrants.

Liquidity

Cash, cash equivalents and short-term investments at 30 September 2010 were Pounds Sterling 0.34 million, (2009: Pounds Sterling 0.65 million), a decrease of Pounds Sterling 0.31 million as a result of planned expenditure to support working capital requirements as business volumes develop.

Restricted cash at 30 September 2010 was Pounds Sterling 0.76 million (2009: Pounds Sterling 0.81 million).

The Company reported a loss in the quarter of Pounds Sterling 1.01 million and has a cumulative deficit of Pounds Sterling 77.06 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.

On 25 October 2010 the Company announced that it had secured a Pounds Sterling 1.9 million loan facility from TAO to support further working capital requirements.

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 2009.

Currency risk management

Principally all of the Company's expenditure is 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 September 2010 the Sterling equivalent of Canadian Dollar denominated net liabilities amounted to Pounds Sterling 44,000 (31 December 2009: net liabilities Pounds Sterling 31,000).

Interest rate risk management

The analysis of the Company's financial assets and borrowings analysed between floating and fixed interest rates is shown below;



Sep 2010 Dec 2009
Pounds Sterling Pounds Sterling
'000 '000

Floating rate financial assets 1,100 1,463

Fixed rate borrowings 2005 Bond - (1,054)

Fixed rate borrowings 2008 Bond - (3,000)


The fixed rate borrowings for the 2005 Bond were at 6.5% per annum, and for the 2008 Bond were at 15% per annum.

The Company invests surplus cash funds in short term money market deposits with financial institutions and cash funds which have at least a short term credit rating of F1. The maturity of the deposits is up to three months.

Convertible bonds

Convertible notes are considered to be compound financial instruments, and the liability component and the equity component must be presented separately, as determined at initial recognition. The Company has valued the equity component of these notes using the residual value of equity component method, whereby the liability component is valued first using the current market rate for comparable instruments, at the time of issuance. The difference between the proceeds of the bonds issued and the fair value of the liability is assigned to the equity component.

On 11 March 2005 the Company completed an Pounds Sterling 8,000,000 (gross) financing agreement with institutional investors ("2005 loan note holders"). The financing comprised unsecured convertible notes and warrants. The convertible notes have a term of five years plus one day and bear interest at a rate of 6.5% per annum. They are convertible, at the option of the holder, into an aggregate of 66,666,667 Common Shares in Turbo Power Systems Inc. at a conversion price of Pounds Sterling 0.12 per share. The warrants have a term of five years and are convertible into an aggregate of 7,000,000 Common Shares in Turbo Power Systems Inc. at an exercise price of Pounds Sterling 0.15 per share. The convertible notes are unsecured.

On 19 June 2008 the Company completed a financing agreement with institutional investors for potential financing of up to Pounds Sterling 3,000,000 (gross) comprised of secured convertible notes and warrants ("2008 loan note holders"). The convertible notes were issuable in Pounds Sterling 750,000 increments over a three year period from the date of the agreement. The Company issued Pounds Sterling 1,500,000 of convertible notes under the agreement on 19 June 2008. The financing comprised secured convertible notes and warrants. The convertible notes bear interest at 15% per annum and are convertible into an aggregate of 75,000,000 of either Common Shares in Turbo Power Systems Inc. or A-Ordinary shares in Turbo Power Systems Limited at an exercise price of Pounds Sterling 0.04 per share. The notes required quarterly interest and quarterly principal payments commencing March 2009.

On 15 August 2008 the Company amended the terms of the 19 June 2008 loan agreement and issued an additional Pounds Sterling 1,500,000 of convertible notes under the amended terms. The new terms result in all interest and principal repayments being deferred until maturity on 19 June 2011, and provide that if at any time, including once the convertible notes governed by the 19 June 2008 agreement have been fully repaid, there is a change in control of the Company, or its subsidiaries or substantially all of its assets, the holders of the convertible notes will be entitled to receive a risk premium, calculated according to the enterprise value ascribed to the Company, under the transaction after deducting any balance of the convertible notes and/or interest outstanding. This risk premium will be equal to an initial payment of Pounds Sterling 1,500,000 plus 75% of the next Pounds Sterling 6,000,000 of enterprise value and 50% of the remainder. The amendment was treated as a debt extinguishment and, as a result, the Company recorded a debt extinguishment charge of Pounds Sterling 115,000. A key original term of the loan notes, which was amended on 15 August 2008 was that if at any point during the time at which the loan notes are in issue the unrestricted cash balance of the Company falls below Pounds Sterling 750,000, the loan notes are repayable on demand at the request of the majority of the loan note holders. On 30 April 2010 the 2008 loan note holders agreed to extend a waiver removing the requirement for the Company to maintain unrestricted cash balances above Pounds Sterling 750,000 until 1 July 2010.

On 23 December 2009 the Company reached an agreement with the remaining holders of the 2005 loan notes whereby the conversion rate was modified from Pounds Sterling 0.12 per share to Pounds Sterling 0.0215 per share, and the Company became entitled to redeem the outstanding notes on or before the 31 January 2010, at a reduced rate of 20% of the principal value, in full and final settlement. This amendment has been treated as a debt extinguishment and, as a result, the Company recorded a debt extinguishment gain of Pounds Sterling 504,000.

On 24 December 2009 certain 2005 loan note holders elected to convert their loan notes into equity. In total 21,162,792 Common Stock shares were issued as a result of the conversion of Pounds Sterling 455,000 of 2005 loan note principal.

On 28 January 2010 a further 9,069,769 Common Stock shares were issued as a result of the conversion of a further Pounds Sterling 195,000 of 2005 loan note principal, and on 8 February 2010 3,953,488 Common Stock shares were issued as a result of the conversion of Pounds Sterling 85,000 of 2005 loan note principal.

On 29 January 2010 the Company elected to repay the remaining 2005 loan note holders at the agreed redemption rate of 20%, resulting in a payment of Pounds Sterling 210,800 in full and final settlement of the outstanding principal value of Pounds Sterling 1,054,000.

On 16 June 2010 the Company, as part of the investment and fundraising it had completed, settled the 2008 loan note liability by issuing 333,333,334 A-Ordinary shares and making payments totaling Pounds Sterling 2,000,000 in respect of the loan note principal value, accrued interest to date and a reduced risk premium amount.

On 24 October the Company completed a Pounds Sterling 1.9 million loan facility agreement with TAO, secured by a fixed and floating charge over the assets of the Company. As at 12 November 2010 the Company had drawndown Pounds Sterling 1.2 million of this facility, which bears interest at 6% per annum and is repayable on demand commencing 1 January 2012. The loan notes are not convertible.

Financial instruments

There has been no change in the classifications adopted by the Company regarding its financial instruments and full analysis is provided in the Company's financial statements for the year ended 31 December 2009.

The Company's financial assets and liabilities consist primarily of the cash and cash equivalents, restricted cash, trade receivables, and trade payables.



Classification and carrying amount

30 September 2010 Held-for Loans and Other Carrying
Pounds Sterling '000 trading receivables liabilities amount

Asset (liability)
Cash and cash equivalent 337 - - 337
Restricted cash 763 - - 763
Trade receivables - 1,289 - 1,289
Trade payables - - (1,588) (1,588)
------- ------ --------- --------
Total 1,100 1,289 (1,588) 801
------- ------ --------- --------


31 December 2009 Held-for Loans and Other Carrying
Pounds Sterling '000 trading receivables liabilities amount

Asset (liability)
Cash and cash equivalent 649 - - 649
Restricted cash 814 - - 814
Trade receivables - 1,657 - 1,657
Trade payables - - (2,887) (2,887)
Convertible notes - - (3,647) (3,647)
------- ------ --------- --------
Total 1,463 1,657 (6,534) (3,414)
------- ------ --------- --------


Carrying value and fair
market value
30 September 2010 31 December 2009
Pounds Sterling '000 Pounds Sterling '000
Carrying Carrying
amount Fair value amount Fair value

Asset (liability)
Cash and cash equivalent 337 337 649 649
Restricted cash 763 763 814 814
Trade receivables 1,289 1,289 1,657 1,657
Trade payables (1,588) (1,588) (2,887) (2,887)
Convertible notes - - (3,647) (3,647)
------- -------- -------- --------
Total 801 801 (3,414) (3,414)
------- -------- -------- --------


Related Party Transactions

During the quarter ended 30 June 2010 the Company secured business with TAO UK Limited, which became a related party on completion of the fundraising on 16 June 2010. TAO UK Limited has placed development and prototype production requirements, together with the purchase of exclusive market rights for particular technology developments. During the year to date the Company has recognized Pounds Sterling 492,000 in sales revenues in relation to these activities. This business is conducted at arms length and at commercial value.

On 25 October 2010 the Company finalized a Pounds Sterling 1.9million loan facility with TAO, providing access to additional working capital funding to support the development of the Company. This loan has been arranged at arms length and with normal commercial terms, and is secured by a fixed and floating charge over the assets of the Company.

Critical accounting estimates

The consolidated financial statements are prepared in accordance with Canadian Generally Accepted Accounting, which require estimates and assumptions to be made that affect the amounts reported in the consolidated financial statements.

The consolidated financial statements and this discussion and analysis have been recorded and reported in GBP Sterling.

The preparation of these financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Research & Development tax credits receivable

The Company accrues for tax credits receivable relating to certain research and development expenditure incurred by the Company. These amounts are based on determinations by management of expenditures that qualify for the related tax credits. The nature and amount of these accruals are subject to measurement uncertainty and the effect on the consolidated financial statements of resulting adjustments in future periods could be significant. Adjustments, if any, will be reflected in the period that the relevant taxation authorities assess the tax claims. As at 30 September 2010, tax debtors recoverable included Pounds Sterling 500,000 (31 December 2009: Pounds Sterling 350,000) of accrued tax credits.

Warranty provision

In establishing the accrued warranty liability, estimates are made of the likelihood that products sold will experience warranty claims. The estimates are based on the number of units subject to warranty, the likely failure rate and associated costs of replacement and the nature of the contract. Should these estimates prove to be incorrect, the actual costs incurred may be different from those provided for in the warranty provisions. As at 30 September 2010, provisions for warranty claims were Pounds Sterling 100,000 (31 December 2009: Pounds Sterling 100,000).

Review of the carrying value of long-term assets

The Company regularly reviews the carrying value of all of its long-term assets to determine whether or not any write down is required for impairment in the carrying value of these assets. The carrying values are based on the higher of the asset's net realisable value and the value from utilisation of the asset in the ongoing operations of the Company. The determination of the net realisable value requires estimates to be made of future revenues. If future revenues are significantly lower than these estimates, then the Company may be required to make additional impairment provisions in future periods.

Intangibles

Intangible assets including patent rights and designs and deferred development expenditures are considered to have a finite life and as such are amortised on a straight-line basis over their estimated useful life. The carrying value is reviewed for impairment by applying a fair value test at least annually. In determining fair value the future cash flows, discounted at 12% per annum, expected to be generated resulting from the patent and deferred development assets over the expected application life of those assets are compared with the carrying value of the assets. If the carrying value exceeds the fair value an impairment is recognised.

Stock-based compensation

Assumptions that affect the Company's application of the fair value method to expense employee options and warrants issued in connection with the debt offering include the determination of volatility factors and the life of the options issued.

Allowance for doubtful accounts

The Company reviews the status of its customer accounts at least monthly, and recognises a provision against any balance which is considered to be doubtful. At 30 September 2010 a provision of Pounds Sterling 14,000 was required (31 December 2009: Pounds Sterling 14,000).

Changes in Accounting Policies

Section 3064 Goodwill and Intangible Assets

In February 2008 the CICA issued Handbook Section 3064 Goodwill and Intangible Assets, effective for interim and annual financial statements relating to fiscal years beginning on or after 1 October 2008. Section 3064, which replaces Section 3062 Goodwill and Other Intangible Assets, and Section 3450 Research and Development Costs, establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. This new standard was effective for the Company's fiscal year commencing 1 January 2009. The adoption of this standard has not affected the Company's consolidated financial statements.

Section 1000 Financial Statement Concepts

On 1 January 2009, the Company adopted the new recommendations of CICA Handbook Section 1000, Financial Statement Concepts, to clarify the criteria for recognition of an asset and the timing of expense recognition. The new requirements are effective for annual financial statements relating to fiscal years beginning on or after 1 October 2008. The adoption of this standard has not affected the Company's consolidated financial statements.

Credit Risk and the Fair Value of Financial Assets and Liabilities

On 20 January 2009 the CICA's Emerging Issue Committee ("EIC") issued abstract EIC-173, Credit and the Fair Value of Financial Assets and Liabilities, which requires entities to take both counterparty credit risk and their own credit risk into account when measuring the fair value of financial assets and liabilities, including derivatives. EIC-173 was to be applied retrospectively without restatement of prior periods in all financial assets and liabilities measured at fair value in interim and annual financial statements ending on or after the date of issuance of this abstract. The adoption of this standard has not affected the Company's consolidated financial statements.

Recent accounting pronouncements

New or updated CICA Handbook sections that have been issued but are not yet effective, and have a potential implication for the Company, are as follows:

Section 1582 Business combinations

This section replaces Section 1581 Business Combinations and applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period of the Company beginning on or after 1 January 2011. Section 1582 is not expected to have a significant impact on the Company's consolidated financial statements.

Section 1601 Consolidated Financial Statements

In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, which replaces Handbook Section 1600, Consolidated Financial Statements carries forward the existing Canadian guidance on aspects of the preparation of consolidated financial statements subsequent to acquisition other than non-controlling interests. The section establishes the standards for preparing consolidated financial statements and is effective for fiscal years beginning on or after 1 January 2011. The Company may elect to early adopt this section and if so, will be required to early adopt Section 1582, Business Combinations and Section 1602, Non-controlling Interests. Section 1601 is not expected to have a significant impact on the Company's consolidated financial statements.

Section 1602 Non-controlling Interests

In January 2009, the CICA issued new Handbook Section 1602, Non-controlling Interests, which establishes standards for the accounting of non-controlling interests of a subsidiary in the preparation of consolidated financial statements subsequent to a business combination. This standard is effective for fiscal years beginning on or after 1 January 2011. The Company may elect to early adopt this section and if so, will be required to early adopt Section 1582, Business Combinations and Section 1601, Consolidated Financial Statements. Section 1602 is not expected to have a significant impact on the Company's consolidated financial statements.

Multiple Deliverable Revenue Arrangements

In December 2009, the EIC issued a new abstract concerning multiple deliverable revenue arrangements, EIC 175, "Multiple Deliverable Revenue arrangements" ("EIC 175") which amended EIC 142, "Revenue Arrangements with Multiple Deliverables" ("EIC 142"). The objective of issuing this abstract is to harmonize EIC 142 with amendments made to US generally accepted accounting principles. These amendments require a vendor to allocate arrangement consideration at the inception of the arrangement to all deliverables using the relative selling method, thereby eliminating the use of the residual value method. The amendments also change the level of evidence of the standalone selling price required to separate deliverables when more objective evidence of the selling price is not available. EIC 175 should be adopted prospectively to revenue arrangements entered into or materially modified in the first annual fiscal period beginning on or after January 1, 2011, with early adoption permitted. EIC 142 continues to be effective until that date. The Company is assessing the impact of the new standards on its consolidated financial statements.

Harmonizing of Canadian and International Financial Reporting Standards (IFRS)

In February 2008, the Accounting Standards Board of the CICA confirmed its strategic plan which will abandon Canadian GAAP and affect a complete convergence to the International Financial Reporting Standards. These new standards will be effective for the Company's interim financial statements commencing 1 January 2011.

The Company has designated the Chief Financial Officer as the executive responsible for the implementation of IFRS, with authority over staffing, external consultancy and resources to complete. The Chief Financial Officer and the Company believe that there are adequate and appropriate resources to successfully conclude this change programme.

The Company has concluded the initial phase of this change, which has identified Company personnel, appointed external advisors, obtained relevant reference materials and planned the conversion activity.

In planning the conversion activity the Company has reviewed the IFRS standards to be adopted and compared them to the Company's current accounting policies and disclosure. This stage is now completed, and the Company has been able to identify that there are a limited number of areas where a change to current accounting treatment will be required. The principal changes identified to date are identified below, the Company does not anticipate any significant changes to the values recorded within its balance sheet.

The Company will is rolling out amendments to the data collection, processing procedures and internal controls in use at each site, in order to allow easier IFRS compliant reporting from the site submitted data. These changes are expected to occur throughout the remainder of 2010 and as appropriate as the business develops through 2011.

Commencing 2011 the Company plans to make the appropriate modifications to the internal control processes and the monitoring and evaluation of these systems to ensure that the financial data maintains IFRS compliance.

Outlined below are the areas where the Company has currently identified potential differences in treatment. This information is subject to change as the Company continues its detailed conversion activities and is based on its current understanding of IFRS which may be subject to revision prior to 2011.

Revenue Recognition

The Company expects that limited changes may be required to its policy regarding sales revenue where longer term warranties may be provided as part of the product sale. The Company intends to apply the requirement to account for these transactions as multiple element revenue transactions, and accordingly, there will be adjustments required to policies determining the level of revenue and deferred income recognized, and changes to the warranty provision calculation maintained by the Company. The Company does not currently have any such extended warranties.

First Time Adoption of IFRS

The Company's adoption of IFRS will require the application of IFRS1, First-Time Adoption of International Reporting Standards, which provides guidance regarding the initial adoption of IFRS. Generally, IFRS 1 requires the Company to retrospectively adopt all IFRS effective to the end of its first IFRS reporting period. However, IFRS1 does provide certain mandatory exceptions and some limited optional exemptions in specified areas of certain standards. The Company currently expects to adopt the following optional exemptions in its first IFRS statements.

- Business Combinations - the Company does not intend to restate any business combinations that have occurred prior to 1 January 2010.

- Borrowing Costs - the Company does not intend to apply the requirements of IAS23, Borrowing Costs, to periods prior to 1 January 2010.

Status on standards and impact on financial statements

IFRS 2 Share-based Payment

The Company's current policies are considered compliant and no changes are envisaged. The Company will continue to take advantage of the exemption related to Share Options granted prior to 8 November 2002.

IFRS 3 Business Combinations

The Company will continue to take advantage of the exemption granted under IFRS1 and will not restate existing business combinations.

IFRS 4 Insurance Contracts

The Company does not expect any requirement to apply this standard.

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

The Company does not expect any requirement to apply this standard.

IFRS 6 Exploration for and Evaluation of Mineral Resources

The Company does not expect any requirement to apply this standard.

IFRS 7 Financial Instruments: Disclosures

The Company's current policies are considered compliant and no changes are envisaged.

IFRS 8 Operating Segments

The Company is currently evaluating the requirements for identification of distinct segments, but does not currently expect any change from current policy and disclosure. Any change to disclosure policy would not impact on the total reported Company financial position.

IFRS 9 Financial Instruments

The Company does not intend to adopt this standard ahead of 1 January 2013 at present, as it does not yet fully replace existing IAS standards.

IAS 1 Presentation of Financial Statements

The Company's current policies are considered to be significantly compliant and only minor changes to presentation are anticipated.

IAS 2 Inventories

The Company's current policies are considered compliant and no changes are anticipated.

IAS 7 Statement of Cash Flows

The Company's current policies are considered compliant and no changes are anticipated.

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

The Company is currently reviewing the level of disclosure currently provided and expects that adoption of this standard will increase the disclosure presented, but will not impact on the financial results.

IAS 10 Events after the Reporting Period

The Company is currently reviewing this standard in its application to long-term contracts, and expects that adoption of IAS 11 may result in a change to the detail and nature of events reported after the reporting period. No changes are expected to the financial results.

IAS 11 Construction Contracts

The Company is currently evaluating its activities and expects that some future contracts will be classified in future under IAS11. Contracts currently in place that could be determined as falling within the remit of IAS11 are not expected to have a material difference in aggregate at the date of conversion, but it is likely that future programme revenues will be recognized differently to that in the current financial statements.

IAS 12 Income Taxes

The Company's current policies are considered compliant and no changes are anticipated.

IAS 16 Property, Plant and Equipment

The Company's current policies are considered compliant and no changes are anticipated.

IAS 17 Leases

The Company's current policies are considered compliant and no changes are anticipated.

IAS 18 Revenue

The Company is currently reviewing this standard in conjunction with IAS11. The Company expects that changes may be required its policy for treatment of revenues in relation to warranty and guarantee provision for future contracts where there may be elements of extended warranty. At present no existing contracts would fall under the requirement to debundle aggregate contracts containing service elements.

IAS 19 Employee Benefits

The Company's current policies are considered compliant and no changes are anticipated.

IAS 20 Accounting for Government Grants and Disclosure of Government Assistance

The Company's current policies are considered compliant and no changes are anticipated.

IAS 21 The Effects of Changes in Foreign Exchange Rates

The Company's current policies are considered compliant and no changes are anticipated.

IAS 23 Borrowing Costs

The Company does not expect any requirement to apply this standard.

IAS 24 Related Party Disclosures

The Company is currently evaluating the disclosure requirement of this standard following the investment in the Company by TAO UK Ltd, and the subsequent ongoing business activities between the Company and TAO UK Ltd.

IAS 26 Accounting and Reporting by Retirement Benefit Plans

The Company does not expect any requirement to apply this standard.

IAS 27 Consolidated and Separate Financial Statements

The Company's current policies are considered compliant and no changes are anticipated.

IAS 28 Investments in Associates

The Company does not expect any requirement to apply this standard.

IAS 29 Financial Reporting in Hyperinflationary Economies

The Company does not expect any requirement to apply this standard.

IAS 31 Interests in Joint Ventures

The Company does not expect any requirement to apply this standard.

IAS 32 Financial Instruments: Presentation

The Company's current policies are considered compliant and no changes are anticipated.

IAS 33 Earnings per Share

The Company's current policies are considered compliant and no changes are anticipated.

IAS 34 Interim Financial Reporting

The Company is currently reviewing the level of reporting required under this standard compared with it's current interim reporting requirements and will adopt any additional reporting necessary.

IAS 36 Impairment of Assets

The Company's current policies are considered compliant and no changes are anticipated.

IAS 37 Provisions, Contingent Liabilities and Contingent Assets

The Company is currently reviewing the application of this standard in conjunction with IAS18 as determination of revenue treatment is expected to impact on requirements for provisions. The overall impact is not expected to be material to the overall financial statements.

IAS 38 Intangible Assets

The Company's current policies are considered compliant and no changes are anticipated.

IAS 39 Financial Instruments: Recognition and Measurement

The Company's current policies are considered compliant and no changes are anticipated.

IAS 40 Investment Property

The Company does not expect any requirement to apply this standard.

IAS 41 Agriculture

The Company does not expect any requirement to apply this standard.

Risks and uncertainties

The development and commercialisation plans for the Group's products presented in this Management's Discussion & Analysis are forward-looking statements and as such are subject to a number of risks and uncertainties including those detailed below.

Our business entails risks and uncertainties that affect our outlook and eventual results of our business and commercialisation plans. The primary risks relate to meeting our product development and commercialisation milestones, which require that our products exhibit the functionality, cost, durability, and performance required in a commercial product.

There is a risk that the markets for certain of our products may never develop, or that market acceptance might take longer to develop than anticipated. Our business planning process recognises and, to the extent possible, attempts to manage these risks by pursuing diverse markets for each of our products. Within these markets our commercialisation plan is focused on products that we believe have a competitive advantage.

We develop both subsystems and complete systems across our high speed motors and generators and power electronics product ranges and these development programmes are subject to risk. These risks include problems or delays due to technical difficulties and inability to meet design performance goals, including power output, life and reliability. We mitigate these risks to the extent possible through detailed project management, formal design reviews, reviews by external experts, contingency plans which anticipate likely problems, safety reviews, training and testing programs related to the operation and maintenance of the products.

We seek to maintain our technology lead through our strong intellectual property position, which will act as a barrier against competitors, and by continuing to invest in technology development. However, there can be no assurance that our present or future issued patents will protect our technology lead. We also rely upon know-how and trade secrets to maintain our technology lead. However, there is no assurance that this information can be completely protected.

Another market driver for products is the development of government policy related to the environment. Unfavourable decisions related to environmental policies (such as noise and exhaust emission levels) could result in delays in the introduction of our distributed power generation products. We mitigate, to the extent possible, the effects of changes in government regulations by developing products for diverse geographic locations.

We cannot predict with certainty our future revenues or results from our operations. If we experience significant cost overruns on any of our programmes and we cannot obtain additional funds to cover such overruns or additional cash requirements, certain research and development activities may be delayed, resulting in changes or delays to our commercialisation plans. We may be required to raise additional capital through the issuance of equity or debt. We seek to mitigate this risk by securing funding commitments from a variety of sources and through adjustments to our development plans, by maintaining a substantial cash reserve, by being financially conservative in our expenditures and by maintaining good communications with investors and investment bankers to assist us should we need to access the public or private capital markets.

We are also subject to normal operating risks such as credit risks and foreign currency risks. Foreign currency sales and purchases are made in Sterling, Euros, Canadian and US Dollars. Over time, currency balances are matched, to the extent possible, to planned currency purchases.

Internal Control

The Board of Directors has overall responsibility for the accounting policies and ensuring that the Group 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. There are inherent limitations in any system of internal financial control and, accordingly, even the most effective system can provide only reasonable, and not absolute, assurance with respect to the preparation of financial information and the safeguarding of assets.

On 16 June 2010, following the completion of the fundraising and investment in the Company by TAO, the Chairman Graham Thornton, David Hawksworth and Douglas Clark all resigned from the Board, and were replaced by James Pessoa, Rodrigo Braga and Jim Vickerman as non-executive directors. All three appointments were proposed by TAO, and James Pessoa was appointed as Non-Executive Chairman. On 5 October 2010 the Chief Executive Officer Paul Summers resigned and was succeeded by Jim Vickerman who was appointed on an interim basis.

Management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, is also responsible for establishing and maintaining adequate internal controls over financial reporting within the Company. Management have designed and evaluated the effectiveness of the Company's Internal Controls over Financial Reporting to provide reasonable assurance that the financial reporting is reliable and that the consolidated financial statements are prepared in accordance with Canadian GAAP. Based on the latest evaluation, management has concluded that the following potential weaknesses existed as at 30 September 2010, but that they are sufficiently mitigated through appropriately designed controls. Management has determined that these controls are effective and provide reasonable assurance that the financial reporting is reliable and in accordance with Canadian GAAP.

Limited resources

Given the Company's size, we have limited resources within the finance department. This impacts on our ability to provide comprehensive knowledge in certain areas of financial accounting, as detailed below. The Company is highly reliant on the knowledge of a limited number of employees and on the performance of mitigating procedures during its financial close and consolidation process to ensure that the consolidated financial statements are presented fairly and in all material respects. The Company will continue to recruit resources and enhance its current knowledgebase, as necessary, to further strengthen the internal controls over financial reporting.

Income taxes

Income tax law is a highly technical area that requires an in-depth understanding of national, international, federal and provincial tax laws and the Company's accounting staff has only a fair and reasonable knowledge of the rules related to income tax accounting and reporting. Although this represents a weakness in the Company's control environment the Company retains and will continue to retain the services of external experts to provide advice and guidance on income tax accounting and disclosures. The Company does not consider that this weakness in control environment has resulted in any material misstatements of the financial statements.

Complex and non-routine transactions

At times the Company records complex and non-routine transactions which are extremely technical in nature and require an in-depth understanding of GAAP. The Company's accounting staff has a fair and reasonable knowledge of the rules related to GAAP. There is potential that these transactions could be recorded incorrectly resulting in potential material misstatement of the financial statements of the Company. Where the Company identifies a transaction as potentially complex or non-routine it will utilize the services of external experts to provide guidance and advice.

Disclosure controls

Our management has evaluated, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, the design and effectiveness of the Company's disclosure controls and procedures during the period ended 30 September 2010. Management has concluded that these controls, as defined in Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings are effective and that material information relating to the Company was made known to them and was recorded, processed and reported within the applicable time periods.



TURBO POWER SYSTEMS INC.
CONSOLIDATED STATEMENTS OF PROFIT/(LOSS) AND COMPREHENSIVE
PROFIT/(LOSS)
UNAUDITED

Notes Quarter ended 30 Sept Nine months ended 30 Sept
2010 2009 2010 2009
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000
unaudited unaudited unaudited unaudited

Revenue 3,4 1,789 1,453 6,135 4,071
Development
income 3,4 98 660 1,257 2,612
-------- -------- -------- --------
1,887 2,113 7,392 6,683

Expenses
Production costs (1,349) (803) (4,215) (2,652)
Research and
product
development 5 (716) (579) (1,858) (1,659)
General and
administrative (692) (654) (1,978) (2,382)
Amortisation (153) (162) (457) (499)
-------- -------- -------- --------
(2,910) (2,198) (8,508) (7,192)

Loss before
interest,
exceptional,
finance charges
and foreign
exchange (1,023) (85) (1,116) (509)
Exceptional
costs 16 - - (2,890) -
Interest income - 1 - 3
Interest expense 6 - (208) (326) (565)
Finance
(charge)/income (5) (5) 166 (29)
Foreign exchange
gain 19 (47) 81 154
-------- -------- -------- --------
14 (259) (2,969) (437)
-------- -------- -------- --------
Net profit/(loss)
and Comprehensive
profit/(loss) (1,009) (344) (4,085) (946)
-------- -------- -------- --------
-------- -------- -------- --------


Profit/(loss) per
share - basic 10 (0.1) p (0.1) p (0.5) p (0.3) p
Profit/(loss) per
share - diluted 10 n/a n/a n/a n/a

Weighted average
basic number of
shares
outstanding 1,437,754,812 319,873,611 773,275,157 319,570,902
Weighted average
diluted number of
shares
outstanding n/a n/a n/a n/a


The results for the quarters and nine months ended 30 September 2010 and
2009 related to continuing activities

The accompanying notes are an integral part of these financial statements


TURBO POWER SYSTEMS INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED

Notes As at 30 Sept As at 31 December
2010 2009
Pounds Pounds
Sterling '000 Sterling '000
unaudited unaudited

Current assets

Cash and cash equivalents 337 649
Restricted cash 443 645
Trade and other receivables 1,289 1,657
Stock and work in progress 1,993 1,943
Prepayments 410 435
R&D tax credits receivable 500 350
---------- ----------
4,972 5,679
---------- ----------

Long-term assets
Restricted cash 320 169
Intangible assets 11 - -
Property, plant and equipment 11 662 1,066
---------- ----------
5,954 6,914
---------- ----------
---------- ----------

Liabilities and shareholders'
deficit
Creditors: amounts falling
due within one year
Trade and other payables 1,588 2,887
Convertible notes 14 - 261
Deferred income 377 621
---------- ----------
1,965 3,769
---------- ----------

Creditors: amounts falling
due after more than one year
Warranty provision 100 100
Convertible notes 14 - 3,386
---------- ----------
100 3,486
---------- ----------
Non controlling interest
A Ordinary share capital 13 15,310 13,310

Capital and reserves
Common share capital 12 63,941 56,225
Contributed surplus 1,694 3,095
Deficit (77,056) (72,971)
---------- ----------
Shareholders' deficit (11,421) (13,651)
---------- ----------
5,954 6,914
---------- ----------
---------- ----------

The accompanying notes are an integral part of these financial statements


TURBO POWER SYSTEMS INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
UNAUDITED

Common
Share Contributed Total
capital surplus Deficit Deficit
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000
unaudited unaudited unaudited unaudited

Balance at 1 January 2009 55,804 2,349 (72,236) (14,083)
Net loss (735) (735)
Stock compensation 128 128
Equity portion on
revaluation of
convertible notes 927 927
Share conversion 398 (309) 89
Issue of shares 23 23
--------- --------- --------- ---------
Balance at 31 December 2009 56,225 3,095 (72,971) (13,651)
Net loss (4,085) (4,085)
Stock compensation 79 79
Share conversion 268 (687) (419)
Expiry of warrants 849 (793) 56
Issue of shares 6,599 6,599
--------- --------- --------- ---------
Balance at 30 September 2010 63,941 1,694 (77,056) (11,421)
--------- --------- --------- ---------
--------- --------- --------- ---------

The accompanying notes are an integral part of these financial statements


TURBO POWER SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Quarter ended Nine months ended
30 Sept 30 Sept
2010 2009 2010 2009
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000

Operating activities
Net (loss) (1,009) (344) (4,085) (946)
Items not involving cash
Amortisation 153 162 457 499
Accretion of debt - 38 32 94
Deferred finance charges - - 57 -
Stock compensation
charges 73 35 79 142
Movement in loan interest
accrual - 243 226 371
Adjustment on loan note
conversion - - 3,002 -
--------- --------- --------- ---------
Cash in/(out)flow before
movements in working
capital (783) 134 (232) 160

Changes in working
capital items
Accounts receivable,
prepayments and R&D tax
credits (5) 842 243 (35)
Stock and work in
progress 83 (279) (50) (324)
Accounts payable and
deferred income (853) (862) (1,601) (575)
--------- --------- --------- ---------
Net cash (out)/inflow
from operating activities (1,558) (165) (1,640) (774)
--------- --------- --------- ---------

Investing activities
Purchase of property,
plant and equipment (7) (26) (53) (62)
Movement in restricted
funds 80 84 51 313
--------- --------- --------- ---------

Cash in/(out)flow from
investing activities 73 58 (2) 251
--------- --------- --------- ---------

Financing activities
Fundraising proceeds - - 6,500 -
Loan note settlement - - (4,261) -
Fundraising costs - - (909) -
--------- --------- --------- ---------
Cash in/(out)flow from
financing activities - - 1,330 -
--------- --------- --------- ---------
Increase/(decrease) in
cash in the period (1,485) (107) (312) (523)
--------- --------- --------- ---------
--------- --------- --------- ---------

Cash and cash
equivalents:
Beginning of period 1,822 638 649 1,054
--------- --------- --------- ---------
End of period 337 531 337 531
--------- --------- --------- ---------
--------- --------- --------- ---------
Supplemental cash flow
information
Cash paid for interest - - (585) (26)
Cash received as interest - 1 - 3

The accompanying notes are an integral part of these financial statements


Quarter ended 30 September 2010

Notes to the Consolidated Financial Statements

1. Basis of preparation and going concern

The consolidated financial statements have been prepared by management in accordance with Canadian Generally Accepted Accounting Principles ("Canadian GAAP"). The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements have, in management's opinion, been properly prepared using careful judgment with reasonable limits of materiality and within the framework of the significant accounting policies summarised in the Company's financial statements for the year ended 31 December 2009, and the subsequent changes in accounting policies as detailed in Note 2 below.

The Company's interim financial statements do not conform in all respects to the requirements of Canadian GAAP for annual financial statements. The Company's interim statements should be read in conjunction with the consolidated financial statements of the Company for the year ended 31 December 2009.

The Company's functional and reporting currency is Pound Sterling.

Going concern

These consolidated financial statements have been prepared on the basis of Canadian generally accepted accounting principles 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 September 2010 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 Pounds Sterling 77.06 million as at 30 September 2010.

At 30 September 2010 the Company had an unrestricted cash balance of Pounds Sterling 0.34 million and held further cash of Pounds Sterling 0.76 million associated with performance bonds. If the Company is unable to generate positive cash flow from operations or secure additional debt or equity financing these conditions and events would cast substantial 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, that would be necessary if the "going concern" assumption were not appropriate.

During October 2010 the Company completed a loan financing agreement with its principal shareholder, TAO UK, which provides the Company with access to up to Pounds Sterling 1.9 million of debt financing to support working capital requirements.

Management regularly reviews and considers the current and forecast activities of the Company in order to satisfy itself as to the viability of operations. These ongoing reviews include consideration of current order book and future business opportunities, current development and production activities, customer and supplier exposure, forecasting cash requirements and balances. Based on these evaluations management believes the Company is able to continue as a going concern.

2. Changes in accounting policies and recent accounting pronouncements

Section 3064 Goodwill and Intangible Assets

In February 2008 the CICA issued Handbook Section 3064 Goodwill and Intangible Assets, effective for interim and annual financial statements relating to fiscal years beginning on or after 1 October 2008. Section 3064, which replaces Section 3062 Goodwill and Other Intangible Assets, and Section 3450 Research and Development Costs, establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. This new standard was effective for the Company's fiscal year commencing 1 January 2009. The adoption of this standard has not affected the Company's consolidated financial statements.

Section 1000 Financial Statement Concepts

On 1 January 2009, the Company adopted the new recommendations of CICA Handbook Section 1000, Financial Statement Concepts, to clarify the criteria for recognition of an asset and the timing of expense recognition. The new requirements are effective for annual financial statements relating to fiscal years beginning on or after 1 October 2008. The adoption of this standard has not affected the Company's consolidated financial statements.

Credit Risk and the Fair Value of Financial Assets and Liabilities

On 20 January 2009 the CICA's Emerging Issue Committee ("EIC") issued abstract EIC-173, Credit and the Fair Value of Financial Assets and Liabilities, which requires entities to take both counterparty credit risk and their own credit risk into account when measuring the fair value of financial assets and liabilities, including derivatives. EIC-173 was to be applied retrospectively without restatement of prior periods in all financial assets and liabilities measured at fair value in interim and annual financial statements ending on or after the date of issuance of this abstract. The adoption of this standard has not affected the Company's consolidated financial statements.

Recent accounting pronouncements

New or updated CICA Handbook sections that have been issued but are not yet effective, and have a potential implication for the Company, are as follows:

Section 1582 Business combinations

This section replaces Section 1581 Business Combinations and applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period of the Company beginning on or after 1 January 2011. Section 1582 is not expected to have a significant impact on the Company's consolidated financial statements.

Section 1601 Consolidated Financial Statements

In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, which replaces Handbook Section 1600, Consolidated Financial Statements carries forward the existing Canadian guidance on aspects of the preparation of consolidated financial statements subsequent to acquisition other than non-controlling interests. The section establishes the standards for preparing consolidated financial statements and is effective for fiscal years beginning on or after 1 January 2011. The Company may elect to early adopt this section and if so, will be required to early adopt Section 1582, Business Combinations and Section 1602, Non-controlling Interests. Section 1601 is not expected to have a significant impact on the Company's consolidated financial statements.

Section 1602 Non-controlling Interests

In January 2009, the CICA issued new Handbook Section 1602, Non-controlling Interests, which establishes standards for the accounting of non-controlling interests of a subsidiary in the preparation of consolidated financial statements subsequent to a business combination. This standard is effective for fiscal years beginning on or after 1 January 2011. The Company may elect to early adopt this section and if so, will be required to early adopt Section 1582, Business Combinations and Section 1601, Consolidated Financial Statements. Section 1602 is not expected to have a significant impact on the Company's consolidated financial statements.

Multiple Deliverable Revenue Arrangements

In December 2009, the EIC issued a new abstract concerning multiple deliverable revenue arrangements, EIC 175, "Multiple Deliverable Revenue arrangements" ("EIC 175") which amended EIC 142, "Revenue Arrangements with Multiple Deliverables" ("EIC 142"). The objective of issuing this abstract is to harmonize EIC 142 with amendments made to US generally accepted accounting principles. These amendments require a vendor to allocate arrangement consideration at the inception of the arrangement to all deliverables using the relative selling method, thereby eliminating the use of the residual value method. The amendments also change the level of evidence of the standalone selling price required to separate deliverables when more objective evidence of the selling price is not available. EIC 175 should be adopted prospectively to revenue arrangements entered into or materially modified in the first annual fiscal period beginning on or after January 1, 2011, with early adoption permitted. EIC 142 continues to be effective until that date. The Company is assessing the impact of the new standards on its consolidated financial statements.

Harmonizing of Canadian and International Financial Reporting Standards (IFRS)

In February 2008, the Accounting Standards Board of the CICA confirmed its strategic plan which will abandon Canadian GAAP and affect a complete convergence to the International Financial Reporting Standards. These new standards will be effective for the Company's interim financial statements commencing 1 January 2011.

3. Segmental analysis

The Company's two reportable segments are the power electronics segment, which is involved in the development and manufacture of electrical power supply and control systems and the electrical machines segment, which is involved in the development and commercialisation of high speed electrical machines.

Corporate charges relating to the financing of the Company and other related management activities are allocated between the two reportable segments.

The power electronics and electrical machines systems segments both 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.



Power Electrical Total
electronics machines

2010 2009 2010 2009 2010 2009
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
'000 '000 '000 '000 '000 '000
Quarter ended 30
September
Revenue 1,212 1,260 577 193 1,789 1,453
Development income 98 32 - 628 98 660
----------------------------------------------------------
1,310 1,292 577 821 2,392 2,113
----------------------------------------------------------

Amortisation (52) (57) (101) (105) (153) (162)
Interest income - - - 1 - 1
Interest expense - (103) - (105) - (208)
Profit/(Loss) for
the period (411) (819) (598) 475 (1,009) (344)
----------------------------------------------------------
Property, plant and
equipment (4) (24) (3) (2) (7) (26)


Power Electrical Total
electronics machines

2010 2009 2010 2009 2010 2009
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
'000 '000 '000 '000 '000 '000
Nine months ended 30
September
Revenue 4,033 3,639 2,102 432 6,135 4,071
Development income 754 389 503 2,223 1,257 2,612
----------------------------------------------------------
5,209 4,028 2,183 2,655 7,392 6,683
----------------------------------------------------------

Amortisation (154) (171) (303) (328) (457) (499)
Interest income - 1 - 2 - 3
Interest expense (163) (282) (163) (283) (326) (565)
Profit/(Loss) for
the period (1,729) (1,982) (2,356) 1,036 (4,085) (946)
----------------------------------------------------------
Property, plant and
equipment (17) (57) (36) (5) (53) (62)


Power Electrical Total
electronics machines

Sept Dec Sept Dec Sept Dec
2010 2009 2010 2009 2010 2009
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
'000 '000 '000 '000 '000 '000

Total assets 2,985 3,853 2,969 3,061 5,954 6,914
Property, plant and
equipment 228 365 434 701 662 1,066
Total liabilities (932) (4,035) (1,133) (3,220) (2,065) (7,255)


Total revenue Quarter ended Nine months ended
30 September 30 September

2010 2009 2010 2009
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000

UK 227 391 1,343 1,286
USA 1,452 1,640 5,335 4,732
Canada 7 3 347 179
Rest of World 201 79 367 486

----------------------------------------------------------
1,887 2,113 7,392 6,683


4. Significant customers

In the quarter ended 30 September 2010, 59% of the Company's sales were derived from three customers (30 September 2009: 70% from two customers), each of whom represented 10% or more of the Company's sales.

In the nine months ended 30 September 2010, 45% of the Company's sales were derived from two customers (30 September 2009: 51% from two customers), each of whom represented 10% or more of the Company's sales.



5. Research and product development
Quarter ended
30 September

2010 2009
Pounds Pounds
Sterling Sterling
'000 '000

Sales of prototypes and development contributions 98 660
---------------------------
---------------------------

Research and product development expenditure 716 829
Total tax credits - (250)
---------------------------
Total expenditure 716 579
---------------------------
---------------------------


Nine months ended
30 September

2010 2009
Pounds Pounds
Sterling Sterling
'000 '000
Sales of prototypes and development contributions 1,257 2,612
---------------------------
---------------------------

Research and product development expenditure 2,008 2,471
Total tax credits (150) (812)
---------------------------
Total expenditure 1,858 1,659
---------------------------
---------------------------


In accordance with the Company's accounting policy, tax credits for research and development expenditures are netted against the related expenditure.

At 30 September 2010 the Company had accrued tax credits amounting to Pounds Sterling 500,000 (31 December 2009: Pounds Sterling 350,000).

These amounts are based on determinations by management of expenditures that qualify for the related tax credits. The nature and amount of these accruals are subject to measurement uncertainty and the effect on the consolidated financial statements of resulting adjustments in future periods could be significant. Adjustments, if any, will be reflected in the period that these are assessed by the relevant taxation authorities.



6. Interest expense
Quarter ended
30 September
2010 2009
Pounds Pounds
Sterling '000 Sterling '000

Interest - 170
Accretion of debt - 38
-----------------------------------
- 208
-----------------------------------
-----------------------------------


Nine months ended
30 September
2010 2009
Pounds Pounds
Sterling '000 Sterling '000

Interest 294 471
Accretion of debt 32 94
-----------------------------------
326 565
-----------------------------------
-----------------------------------


7. Financial instruments

The Company's financial assets and liabilities consist primarily of the cash and cash equivalents, restricted cash, trade receivables, investments, trade payables, convertible notes and currency option contracts.



Classification and carrying amount

30 September 2010 Pounds Held-for Loans and Other Carrying
Sterling '000 trading receivables liabilities amount

Asset (liability)
Cash and cash equivalent 337 - - 337
Restricted cash 763 - - 763
Trade receivables - 1,289 - 1,289
Trade payables - - (1,588) (1,588)
---------------------------------------------------
Total 1,100 1,289 (1,588) 801
---------------------------------------------------


31 December 2009 Pounds Held-for Loans and Other Carrying
Sterling '000 trading receivables liabilities amount

Asset (liability)
Cash and cash equivalent 649 - - 649
Restricted cash 814 - - 814
Trade receivables - 1,657 - 1,657
Trade payables - - (2,887) (2,887)
Convertible notes - - (3,647) (3,647)
---------------------------------------------------
Total 1,463 1,657 (6,534) (3,414)
---------------------------------------------------

Carrying value and fair market value

30 September 2010 31 December 2009
Pounds Sterling Pounds Sterling
'000 '000
Carrying Fair Carrying Fair
amount value amount value

Asset (liability)
Cash and cash equivalent 337 337 649 649
Restricted cash 763 763 814 814
Trade receivables 1,289 1,289 1,657 1,657
Trade payables (1,588) (1,588) (2,887) (2,887)
Convertible notes - - (3,647) (3,647)
----------------------------------------
Total 801 801 (3,414) (3,414)
----------------------------------------


8. Financial Risk Management

The Company has exposure to counterparty credit risk, liquidity risk and market risk associated with its financial assets and liabilities. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors has established the Audit Committee which is responsible for developing and monitoring the Company's compliance with risk management policies and procedures. The Audit Committee regularly reports to the Board of Directors on its activities.

The Company's risk management programme seeks to minimize potential adverse effects on the Company's financial performance and ultimately shareholder value. The Company manages its risks and risk exposures through a combination of insurance and sound business practices.

The Company's financial instruments and the nature of the risks which they may be subject to are set out in the following table.



Foreign
Credit Liquidity Exchange Interest
Risk Risk Risk Rate Risk

Cash and cash equivalents Yes Yes Yes
Restricted cash Yes Yes Yes
Trade receivables Yes Yes
Trade payables Yes Yes
Convertible notes Yes


(a) Credit Risk

Credit risk arises from cash held with banks and credit exposure to customers, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value (net of allowances) of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company assesses the credit quality of counterparties, taking into account their financial position, past experience and other factors.

Cash and cash equivalents

Cash and cash equivalents consist of bank balances and short-term investments with terms of less than three months or less. Credit risk associated with cash and cash equivalents is minimized substantially by ensuring that these financial assets are investment in debt instruments of highly rated financial institutions. As at 30 September 2010 the Company had cash and cash equivalents consisting of cash on hand and deposits with banks of Pounds Sterling 337,000 (31 December 2009: Pounds Sterling 649,000. As at 30 September 2010, the Company does not expect any counterparties to fail to meet their obligations.

Restricted cash

In 2004 the Company committed cash bonds in support of contracts placed by the Toronto Transit Commission for the CLRV and H6 programmes. The associated contracts required the bonds to remain in place until two years after all equipment was delivered. The performance bond was released during June 2010. (31 December 2009 balance: Pounds Sterling 206,000).

During March 2007 the Company committed cash bonds totalling USD$800,000 in support of contracts placed by Bombardier Transportation for the CTA and TTC programmes. The associated contracts require the bonds to remain in place until after development and the prototype equipment is delivered. At 30 September 2010 the unreleased element of these bonds totalled Pounds Sterling 443,000 (31 December 2009: Pounds Sterling 439,000).

The Company has also provided a property lease guarantee bond which is held in escrow and totals Pounds Sterling 320,000 (31 December 2009: Pounds Sterling 169,000).

At 30 September 2010 cash subject to restrictions totaled Pounds Sterling 763,000 (31 December 2009: Pounds Sterling 814,000).

Trade receivables

Trade receivables consist primarily of trade accounts receivable from billings of product sales and development income. The Company's credit risk arises from the possibility that a counterparty which owes the Company money is unable or unwilling to meet its obligations in accordance with the terms and conditions in the contracts with the Company, which would result in a financial loss for the Company. This risk is mitigated through established credit management techniques, including monitoring counterparty' creditworthiness, setting exposure limits and monitoring exposure against these customer credit limits. However, due to the limited number of potential customers in each market this is not always possible. In these cases the Company reduces its exposure by obtaining up-front payments from the end customer prior to delivery of goods.

The carrying amount of accounts receivable are reduced through the use of an allowance for doubtful accounts and the amount of the loss is recognized in the statement of operations in other expenses. When a receivable balance is considered uncollectable, it is written off against the allowance for accounts receivable. Subsequent recoveries of amounts previously written off reduce other expenses in the statement of operations.

Significant debtors at 30 September 2010 comprised Pounds Sterling 716,000 due from three customers, representing 59% of the outstanding balance (31 December 2009: Pounds Sterling 1,069,000 due from two customers, representing 67% of the outstanding balance). Consequently, the Company has concentrations of credit risk with respect to its accounts receivable.



September 2010 December 2009

Balance Balance
Pounds Pounds
Sterling Sterling
'000 % '000 %

Customer 1 276 23 702 44
Customer 2 274 22 367 23
Customer 3 166 14 - -
----------------------------------------------
716 59 1,069 67
----------------------------------------------
Other 501 41 509 33
Total ----------------------------------------------
1,217 100 1,578 100
----------------------------------------------


The following table outlines the details of the aging of the Company's receivables and related allowance for doubtful accounts as at 30 September 2010 and 31 December 2009:



Jun Dec
2010 2009
Pounds Pounds
Sterling '000 Sterling '000

Trade 1,217 1,578
Other miscellaneous receivables 72 79
------------------------------
1,289 1,657
------------------------------

Not past due 1,036 1,508
Past due for over one day but not more than 30
days 132 31
Past due for over 30 days but not more than 60
days 47 24
Past due for over 60 days 16 29
Less: allowance for doubtful accounts (14) (14)
------------------------------
Total accounts receivable, net 1,217 1,578
------------------------------


Pounds
Sterling '000

Allowance for doubtful accounts
Balance, 1 January 2010 (14)
Increase in provision for doubtful accounts -
----------------
Balance, 30 September 2010 (14)
----------------


(b) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meets its financial obligations as they fall due. The Company manages exposure to liquidity risk by close monitoring of supplier and other liabilities and by focusing on debtor collection and conversion of working capital held in stock balances. When considered necessary the Company has obtained equity and long term debt investment to provide short term liquid working capital in order to meet its obligations.

The following tables details the Company's contractual maturities for its financial liabilities, including interest payments and operating lease commitments, as at 30 September 2010:



Payments due by period
Pounds Sterling '000 Total 2010 2011 2012 2013 2014 2015 and
thereafter

Trade and other
payables 1,588 1,588 - - - - -
Operating leases 3,451 133 534 537 304 230 1,713
-----------------------------------------------------
5,039 1,721 534 537 304 230 1,713
-----------------------------------------------------
-----------------------------------------------------


(c) Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the fair value of recognized assets and liabilities or future cash flows or the Company's results of operation.

Foreign exchange

The Company's currency exposure, being those exposures arising from transactions, the net currency gains and losses from which will be recognised in the profit and loss account, is shown below.



Canadian
US dollar dollar
denominated denominated
Pounds Pounds
Sterling Sterling
'000 '000

Cash 617 2
Accounts receivable 688 4
Accounts payable 1 50


Included in net loss for the quarter ended 30 September 2010 is approximately Pounds Sterling 70,000 of foreign exchange gain resulting from the translation of the financial statements of Turbo Power Systems Inc. (31 December 2009: loss of Pounds Sterling 36,000). The rates used to translate the assets and liabilities as at 30 September 2010 was USD $1.5809:Pounds Sterling 1 and CDN $1.6273:Pounds Sterling 1 (31 December 2009 USD $1.5938:Pounds Sterling 1 and CDN $1.672:Pounds Sterling 1).

Sensitivity analysis

A summary of the Company's estimates of the impact of a 10% change in exchange rates, on its revenues and monetary assets and liabilities is presented below:



Effect of a +/- 10% change in the
foreign currency exchange rate USD CDN Total
Pounds Pounds Pounds
Sterling Sterling Sterling
'000 '000 '000

Revenue 534 35 569
Cash 62 - 62
Accounts receivable 68 - 68
Accounts payable - 5 5


The analysis assumes that the volume and quantity of foreign transactions is unaffected by the change in foreign exchange rate.

Interest rate

Floating rate financial assets of Pounds Sterling 1,100,000 at 30 September 2010 (31 December 2009: Pounds Sterling 1,463,000) comprised Sterling interest bearing bank accounts, money market deposits and cash funds including restricted cash.

At 30 September 2010, the increase or decrease in net earnings for each 1% change in interest rates on net financial assets was approximately Pounds Sterling 11,000 per annum (31 December 2009: Pounds Sterling 15,000).

As at 30 September 2010 the Company did not have any variable rate or fixed rate financial liabilities.

9. Capital management

The Company defines capital that it manages as the aggregate of convertible notes and equity comprising share capital, contributed surplus and deficit. Its objectives when managing capital are to ensure that the Company will continue as a going concern, so that it can provide services to its customers and returns to its shareholders.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will make changes to its capital structure as deemed appropriate under the specific circumstances.

The Company is not subject to any externally imposed capital requirements and the Company's overall strategy with respect to management of capital remains unchanged from the year ended 31 December 2009.

10. Profit/(loss) per share

Earnings per common share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The treasury stock method was used in determining the weighted average number of shares outstanding for each period.



Quarter ended Nine months ended
30 September 30 September
2010 2009 2010 2009
Numerator for basic
EPS calculation:
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Net (loss) (1,009,000) (344,000) (4,085,000) (946,000)
Denominator
For basic net earnings
- weighted
average shares
outstanding 1,437,754,812 319,873,611 773,275,157 319,570,902

Details of potential dilutive securities outstanding at September 30 are as
follows:

2010 2009
Common shares potentially issuable:
- pursuant to warrants - 23,357,142
- under stock options 75,840,000 26,474,900
- pursuant to loan note conversions - 89,908,333
- pursuant to A Ordinary stock conversion 448,333,334 115,000,000
----------------------------
524,173,334 254,740,375
----------------------------


As the Company experienced a loss in the quarter and nine months ended 30 September 2010 all potential common shares outstanding from dilutive securities are considered anti-dilutive and have been excluded from the calculation of loss per share.



11. Long term assets

Cost Amortisation Net book
value
Pounds Pounds Pounds
Sterling Sterling Sterling
'000 '000 '000
At 30 September 2010:
Intangible assets 769 769 -
Property, plant and equipment 9,075 8,413 662
--------------------------------
Total long term assets 9,844 9,182 662
--------------------------------
--------------------------------
At 31 December 2009:
Intangible assets 769 769 -
Property, plant and equipment 9,021 7,955 1,066
--------------------------------
Total long term assets 9,790 8,724 1,066
--------------------------------
--------------------------------


12. Share capital - issued shares

Authorised

At 30 September 2010 and 31 December 2009, the authorised share capital of the Company comprised an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, without nominal or par value.



Issued
Common
Pounds
Number Sterling '000
At 1 January 2009 318,571,062 55,804

Shares issued 22,827,160 421
------------------------------
At 31 December 2009 341,398,222 56,225
------------------------------

Shares issued 1,096,356,589 7,716
------------------------------
At 30 September 2010 1,437,754,811 63,941
------------------------------


Common Shares

On 14 July 2009 the Company issued 1,664,368 common shares to holders of its 2005 series Convertible Loan Notes, in consideration for the interest due on those loan notes for the period 1 January 2009 to 30 June 2009, at a price of 1.4p per share.

On 24 December 2009 the Company issued 21,162,792 common shares as a result of the conversion of Pounds Sterling 455,000 of 2005 Convertible Loan Notes, at a conversion price of 2.15p per share.

On 28 January 2010 the Company issued a further 9,069,769 common shares, and on 8 February 2010 a final 3,953,486 common shares as a result of additional conversions of Pounds Sterling 280,000 of 2005 Convertible Loan Notes, at a conversion price of 2.15p per share.

On 16 June 2010 the Company issued 1,083,333,334 common shares at a price of 0.6p per share in respect of an investment in the Company by TAO UK Limited, as further detailed in note 16.

No options or warrants were exercised during the nine months ended 30 September 2010 or the year ended 31 December 2009.



13. A Ordinary equity
Pounds
Number Sterling '000

At 1 January 2009 and 31 December 2009 115,000,000 13,310
----------------------------

Shares issued 333,333,334 2,000
----------------------------
At 30 September 2010 448,333,334 15,310
----------------------------


On 16 June 2010 Turbo Power Systems Limited issued 333,333,334 additional A Ordinary shares at a price of 0.6p per share following the investment and fundraising as further detailed in note 16.

Holders of A Ordinary Shares of Turbo Power Systems Limited carry no voting rights, cannot attend any shareholder meetings and, in the event of winding-up of the Limited Company are entitled to a maximum distribution of Pounds Sterling 500,000 in aggregate, to rank before the Common Shares. The A Ordinary shares are convertible into an equal number of Common Shares of Turbo Power Systems Inc. on request by the holder, having given 61 days notice. Under certain take over or change in control events, the Ordinary Shares are exchangeable under "super exchange" rights, converting for 3 common shares of Turbo Power Systems Inc. for every Ordinary Share held.

As the A Ordinary Shares are non-participating interests in Turbo Power Systems Limited and are non-voting, no current year or cumulative net losses has been allocated to the A Ordinary Shares.

14 Convertible notes and warrants

Convertible notes are considered to be compound financial instruments, and the liability component and the equity component must be presented separately, as determined at initial recognition. The Company has valued the equity component of these notes using the residual value of equity component method, whereby the liability component is valued first using the current market rate for comparable instruments, at the time of issuance. The difference between the proceeds of the bonds issued and the fair value of the liability is assigned to the equity component.

On 11 March 2005 the Company completed an Pounds Sterling 8,000,000 (gross) financing agreement with institutional investors ("2005 loan note holders"). The financing comprised unsecured convertible notes and warrants. The convertible notes have a term of five years plus one day and bear interest at a rate of 6.5% per annum. They are convertible, at the option of the holder, into an aggregate of 66,666,667 Common Shares in Turbo Power Systems Inc. at a conversion price of Pounds Sterling 0.12 per share. The warrants have a term of five years and are convertible into an aggregate of 7,000,000 Common Shares in Turbo Power Systems Inc. at an exercise price of Pounds Sterling 0.15 per share. The convertible notes are unsecured.

On 19 June 2008 the Company completed a financing agreement with institutional investors for potential financing of up to Pounds Sterling 3,000,000 (gross) comprised of secured convertible notes and warrants ("2008 loan note holders"). The convertible notes were issuable in Pounds Sterling 750,000 increments over a three year period from the date of the agreement. The Company issued Pounds Sterling 1,500,000 of convertible notes under the agreement on 19 June 2008. The financing comprised secured convertible notes and warrants. The convertible notes bear interest at 15% per annum and are convertible into an aggregate of 75,000,000 of either Common Shares in Turbo Power Systems Inc. or A-Ordinary shares in Turbo Power Systems Limited at an exercise price of Pounds Sterling 0.04 per share. The notes required quarterly interest and quarterly principal payments commencing March 2009.

On 15 August 2008 the Company amended the terms of the 19 June 2008 loan agreement and issued an additional Pounds Sterling 1,500,000 of convertible notes under the amended terms. The new terms result in all interest and principal repayments being deferred until maturity on 19 June 2011, and provide that if at any time, including once the convertible notes governed by the 19 June 2008 agreement have been fully repaid, there is a change in control of the Company, or its subsidiaries or substantially all of its assets, the holders of the convertible notes will be entitled to receive a risk premium, calculated according to the enterprise value ascribed to the Company, under the transaction after deducting any balance of the convertible notes and/or interest outstanding. This risk premium will be equal to an initial payment of Pounds Sterling 1,500,000 plus 75% of the next Pounds Sterling 6,000,000 of enterprise value and 50% of the remainder. The amendment was treated as a debt extinguishment and, as a result, the Company recorded a debt extinguishment charge of Pounds Sterling 115,000. A key original term of the loan notes, which was amended on 15 August 2008 was that if at any point during the time at which the loan notes are in issue the unrestricted cash balance of the Company falls below Pounds Sterling 750,000, the loan notes are repayable on demand at the request of the majority of the loan note holders.

On 23 December 2009 the Company reached an agreement with the remaining holders of the 2005 loan notes whereby the conversion rate was modified from Pounds Sterling 0.12 per share to Pounds Sterling 0.0215 per share, and the Company became entitled to redeem the outstanding notes on or before the 31 January 2010, at a reduced rate of 20% of the principal value, in full and final settlement. This amendment has been treated as a debt extinguishment and, as a result, the Company recorded a debt extinguishment gain of Pounds Sterling 504,000.

On 24 December 2009 certain 2005 loan note holders elected to convert their loan notes into equity. In total 21,162,792 Common Stock shares were issued as a result of the conversion of Pounds Sterling 455,000 of 2005 loan note principal.

On 28 January 2010 a further 9,069,769 Common Stock shares were issued as a result of the conversion of a further Pounds Sterling 195,000 of 2005 loan note principal, and on 8 February 2010 3,953,488 Common Stock shares were issued as a result of the conversion of Pounds Sterling 85,000 of 2005 loan note principal.

On 29 January 2010 the Company elected to repay the remaining 2005 loan note holders at the agreed redemption rate of 20%, resulting in a payment of Pounds Sterling 210,800 in full and final settlement of the outstanding principal value of Pounds Sterling 1,054,000.

On 16 June 2010 the Company, as part of the investment and fundraising it had completed, settled the 2008 loan note liability by issuing 333,333,334 A-Ordinary shares and making payments totaling Pounds Sterling 2,000,000 in respect of the loan note principal value, accrued interest to date and a reduced risk premium amount as detailed in note 16.

Accordingly there were no loan notes in issue as at 30 September 2010.

15. Stock options, warrants and compensation expense

The number of options and warrants outstanding as at 30 September 2010, and the movement during the three months then ended, are as follows:



Options Warrants
Number Number

Outstanding at 30 June 2010 75,840,000 -
Issued - -
Cancelled - -
----------------------------
Outstanding at 30 June 2010 75,840,000 -
----------------------------
----------------------------


The stock based compensation expense for the quarter ended 30 September 2010, included in Production costs was Pounds Sterling nil (2009: Pounds Sterling 4,000), in Research and product development was Pounds Sterling 14,000 (2009: Pounds Sterling 10,000), and in General and administrative costs was Pounds Sterling 59,000 (2009: Pounds Sterling 21,000).

The stock based compensation expense for the nine months ended 30 September 2010, included in Production costs was Pounds Sterling 4,000 (2009: Pounds Sterling 21,000), in Research and product development was Pounds Sterling 25,000 (2009: Pounds Sterling 45,000), and in General and administrative costs was Pounds Sterling 50,000 (2009: Pounds Sterling 76,000).

On 24 June 2010 the Company issued 70,000,000 options to senior management under a structured incentive plan. The options are exercisable at 1.2p and have a life of 10 years. 25% of the options vest in three years, whilst the remaining 75% vest equally over three years at 1 January commencing 1 January 2012 subject to performance targets being achieved. The fair value of the options, derived using the Black-Scholes option-pricing model, was 0.9p, and was based on the following assumptions :



Dividend yield Nil
Expected volatility 90%
Risk free interest rate 3.24%
Expected option life 5 years


The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions including the expected price volatility. The Company uses expected volatility rates, which are based on historical volatility rates trended into future years. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options

16. Exceptional costs - fundraising and investment

On 16 June 2010 the Company completed a fundraising that resulted in TAO, the wholly owned UK subsidiary of the Brazilian energy solutions company VSE, investing Pounds Sterling 6.5million in exchange for 1,083,333,334 Common Shares in the Company, giving TAO a 76% controlling stake in the Company on an undiluted basis.

As part of the investment, TAO nominated three Non-Executive Directors, including a new Chairman, and the existing Chairman Graham Thornton together with David Hawksworth and Douglas Clark resigned from the Board.

The Company utilized proceeds from the investment, together with the issue of 333,333,334 A-Ordinary shares in Turbo Power Systems Limited to settle the 2008 Loan Notes, accrued interest and a reduced agreed risk premium payment. The payment of the agreed risk premium and compensation payments to senior management resulted in an exceptional charge to the profit and loss account of Pounds Sterling 2.89 million.

The residual funds, following payment of the risk premium, compensation payments and fundraising expenses, have been utilized to strengthen the working capital of the Company.

17. Events after the balance sheet date

On 5 October 2010 Paul Summers, the Chief Executive Officer, terminated his employment with the Company. Jim Vickerman, Chief Executive of TAO and a Non-Executive Director of the Company, was elected to act as Chief Executive Officer in the interim.

On 25 October 2010 the Company completed a loan funding facility from its significant investor, TAO, that makes available up to Pounds Sterling 1.9 million to support the working capital requirements of the Company as it develops. The loan carries a 6% interest rate and is secured by a fixed and floating charge over the assets of the Company, and is repayable on request after 1 January 2012. As at 12 November 2010 the Company had drawn down Pounds Sterling 1.2 million of this facility.

Contact Information

  • Turbo Power Systems Inc.
    Jim Vickerman
    Chief Executive Officer
    +44 (0)20 8564 4460
    or
    Turbo Power Systems Inc.
    Richard Bayliss
    Chief Financial Officer
    +44 (0)20 8564 4460
    www.turbopowersystems.com
    or
    Kreab Gavin Anderson (financial public relations)
    Ken Cronin
    +44 (0)20 7074 1800
    or
    Kreab Gavin Anderson (financial public relations)
    Michael Turner
    +44 (0)20 7074 1800
    or
    finnCap (NOMAD, broker and financial advisor)
    Marc Young
    +44 (0)20 7600 1658
    or
    finnCap (NOMAD, broker and financial advisor)
    Henrik Persson
    +44 (0)20 7600 1658