Preliminary Results

RNS Number : 0965H

Alkane Energy PLC

11 March 2015

 

11 March 2015

Alkane Energy plc

("Alkane", "the Company" or "the Group")

Unaudited preliminary results for the year ended 31 December 2014

Alkane Energy plc (AIM: ALK), the independent gas to power producer, today announces its unaudited preliminary results for the year ended 31 December 2014.

Operational Highlights

·     The UK's market leader in cash generative base load coal mine methane

·     Significant increase in output from 95GWh to 195GWh since 2009

·     Power response capacity increased to 98MW (2013: 36MW)

·     Acquired sites now in full operation

·     Secured 82% of expected 2015 base load output at an average price of £52/MWh

·     Awarded Capacity Mechanisms Agreements providing over £14m revenue from 2018 to 2033

Financial Highlights

·     Revenue fell 22% to £16.0m (2013: £20.6) due to lower design build and operate ("DBO") business as anticipated

·     Core generation revenue has grown 10% to £14.8m (2013: £13.4m)

·     Group PBT of £3.2m (2013: £2.7m)

·     Adjusted EBITDA was in line with last year at £7.6m (2013: £7.5m)

·     Adjusted EPS of 2.61p per share (2013: 3.01p per share)

·     Proposed dividend increase to 0.3p per share (2013: 0.2p per share)

2015 Outlook

·     Strong start to 2015 -  step change in performance from H1 to H2 continuing into current year

·     82% of output already contracted at prices in line with 2014

·     Business benefitting from full impact of prior year acquisitions

Commenting on the preliminary results, Chief Executive Officer, Neil O'Brien, said:

"2014 saw a major advance in Alkane's development. We successfully transferred our shale assets to Egdon, made two acquisitions and secured pricing for 82% of 2015 output, as well as winning contracts in the initial Capacity Market auction. These events, combined with record output within the existing business, leave us well placed to grow further in 2015."

For more information please contact:

Alkane Energy plc Neil O'Brien, Chief Executive Officer Steve Goalby, Finance Director	01623 827 927
Liberum Capital Limited Clayton Bush Joshua Hughes	020 3100 2000
VSA Capital Limited Andrew Raca	020 3005 5000
Hudson Sandler Nick Lyon Alex Brennan	020 7796 4133

 

Background information

Alkane is one of the UK's fastest growing independent power generators. The Company operates mid-sized "gas to power" electricity plants providing both base load and fast response capacity to the grid. Alkane has a total installed generating capacity of 145MW and an electricity grid capacity of 160MW.

Alkane's base load operations, where power is generated 24/7, are centred on a portfolio of coal mine methane ("CMM") sites.  Alkane has the UK's leading portfolio of CMM licences, enabling the Company to extract gas from abandoned coal mines.

Power response sites are connected to mains gas and produce electricity at times of high electrical demand through peak running, or in order to balance the electricity grid through participation in the National Grid's short term operating reserve programme ("STOR"). Participants in STOR are paid premium rates when called upon by the Grid to meet temporary supply shortages. Alkane now operates 98MW of power response, one of the UK's largest power response businesses, with contracted STOR revenues extending out to 2025.

The Group operates from 27 mid-size (up to 25MW) power plants across the UK, 13 CMM only, seven mains gas only, six using both fuel sources and one using kerosene only. Alkane uses a combination of standard modular reciprocating engines and gas turbines to generate the electricity and sells this power through the electricity network. The engine units and other plant are designed to be flexible and transportable allowing additional capacity to be brought onto growing sites and underutilised plant to be moved to new sites to maximise efficiency.

In June 2014 Alkane transferred its shale gas interests to Egdon Resources plc.  It received 40 million Egdon shares making it the largest shareholder in Egdon, the UK's third largest shale operator.

More information is available on our website www.alkane.co.uk

Overview

Alkane Energy is one of the UK's largest independent power producers providing both base load generation from coal mine methane ("CMM") and a network of peak pricing power response assets using bought in natural gas.  Output has increased to 195GWh in 2014 which is enough to supply circa 75,000 homes.

2014 was a year of continuing growth and development for Alkane which has left the business well positioned for the future.  We transferred our shale gas rights in exchange for an 18% share in Egdon Resources plc, the well funded UK onshore operator.  This has freed us to focus our cash resources and management time on developing the core power generation business.

Within the generation business we made two acquisitions during the year.  In total we acquired 56MW of new power response assets across four sites.  This has more than doubled our power response capacity to 98MW by the end of the year (2013: 36MW).  All of this additional capacity was fully commissioned by Christmas.

Output for the year was 195GWh (2013: 192GWh) which represents over a decade of consistent growth in generation for the Group.  Revenue was £16.0m (2013: £20.6m) reflecting a record performance in generation but as anticipated, lower design, build and operate ("DBO") revenue.  As previously reported there were a number of operational issues in the last few months of the year which have impacted on profit before tax.  The upgraded capacity at Wheldale and Shirebrook were commissioned two months later than expected, and there were fewer than anticipated calls from National Grid under the STOR programme.  As a result, adjusted profit before tax was £3.3m (2013: £3.4m) and adjusted earnings per share was 2.61 pence per share (2013: 3.01 pence per share).  We are now seeing the benefit of increased production in the current year.

The Group saw a significant improvement in performance from H1 to H2 with output, generation revenue and adjusted EBITDA all increasing strongly in the second half.

	HI 2014	H2 2014	Increase
Output	85GWh	110 GWh	29%
Generation revenue	£5.9m	8.8m	51%
Group adjusted EBITDA	£2.5m	£5.1m	104%

In addition to this step change in performance we have delivered on our strategic aim of gaining greater visibility on long term earnings and cash flow.  Our largest individual site, the 25MW facility at Redditch, is contracted into STOR until 2025, our power response peak running is already contracted for the 2015/2016 winter, and we have drilled and tested the new CMM base load site at Markham Main, which is expected to be on stream during H2 2015. 

Our Strategy

Alkane is focused on gas to power generation from a portfolio of 27 sites using standardised, modular generators.  These assets are able to provide cost effective base load generation from our CMM resources; Alkane is the UK's leading CMM operator.  In addition, our power response business, which has grown from 36MW to 98MW over the last year, uses bought-in gas to provide fast-response capacity generation during winter evening peak periods and in response to National Grid  STOR calls.  Our 27 sites are unmanned - we have a single control centre monitoring and running the Alkane portfolio and we use a mobile work force of field technicians to provide routine and reactive maintenance.

Our mid-sized power plants are ideally suited to the UK energy mix with the shift away from carbon intensive plant towards more intermittent sources such as wind and solar.  Our plants are located close to towns and cities which reduces the strain and costs placed on the nationwide grid network. 

Our consistent growth means we are now creating a utility scale portfolio of embedded generation assets, having increased our installed capacity by more than 380% from 30MW to 145MW over the last five years.

Acquisitions

In February 2014 we acquired a 7.5MW embedded gas powered facility from SSE plc at Wheldale in Yorkshire.  This site has received further investment to an increased installed capacity of 9MW.  The site is now integrated into our power response operation.

In July 2014, we completed the purchase of 49MW of power response assets across three sites from Carron Energy.  This acquisition gave us our first 25MW long term STOR site which has committed revenues from National Grid until 2025 and a further 24MW of gas powered fast response engines which are now integrated into our operations after final commissioning was completed pre Christmas 2014.

Capacity Mechanism

The UK Government has launched a number of initiatives to address the growing structural challenges of the energy market.  With older capacity being removed from the market and margins tightening for many power producers, the UK power market is experiencing a far tighter supply position than recent years and Ofgem forecast that the UK will only have around 5% capacity margin over the next four winters compared to in excess of 10% in previous years. 

As previously announced, on 5 January 2015, Alkane was awarded 101MW of Capacity Mechanism Agreements in the Capacity Market auction held in December 2014.  Alkane will receive £19,400/MW per annum for making capacity available, with 46MW being secured on new plant with 15 year agreements and 55MW on existing plant with one year agreements.  Alkane will earn combined additional revenue of £14.4m under the agreements over the period to September 2033.   

Shale

Having evaluated Alkane's options and received a number of proposals in May 2014, the board took the strategic decision to transfer its shale rights in ten licence areas to Egdon Resources plc ("Egdon") in return for 40 million shares. Alkane is now Egdon's largest shareholder. Alkane's view on shale is that it remains a potentially large and commercial gas resource.  To maximise the prospects of generating value from shale gas there is the need for well resourced, long term and funded players in the market with a sufficiently large scale of operation to progress through the permitting and exploration phase. Egdon is a proven UK onshore operator and has a well respected exploration team.  A £7m fund raising was completed as part of the transaction and as a consequence Egdon has positive net cash and is funded to see itself through the permitting phase over the next couple of years.  Egdon is the third largest shale operator in the UK which gives Alkane shareholders exposure to any potential upside whilst conserving our own management and cash resources for the expansion of our core business.

 Our Operations

Alkane has grown strongly since 2009, with the number of sites increasing from 9 to 27; installed capacity from 30MW to 145MW and output from 95GWh to 195GWh.  Our largest site is 25MW and the smallest is 0.8MW of installed capacity. 

In addition to this headline growth, the structure of the business has evolved considerably.  Whilst we remain the UK's market leader in profitable and cash generative base load CMM, our power response business has grown from 36MW to 98MW over the last year, generating during winter evening peak periods and providing an important resource for the National Grid with fast response capacity generation during the rest of the year. 

Number of operational sites	2009	2010	2011	2012	2013	2014
Base load	8	10	11	16	18	18
Power response	1	2	2	7	7	11
Gas supply	2	2	2	1	1	1
Total	9	12	13	20	23	27
(note - total does not sum as some sites operate in more than one category)
Installed capacity (MW)	2009	2010	2011	2012	2013	2014
Base load	17	23	27	37	45	45
Power response	7	8	8	31	36	98
Gas supply (equivalent MW)	6	6	6	2	2	2
Total	30	37	41	70	83	145
Output (GWh)	2009	2010	2011	2012	2013	2014
Base load	95	117	135	159	173	174
Power response	-	3	5	8	19	21
Total	95	120	140	167	192	195

Financial

Results

Revenue fell by 22% in 2014, to £16.0m (2013: £20.6m).  This reduction is due to lower revenue from our DBO business, as anticipated.  After an exceptionally busy 2013 for DBO, with six projects being commissioned including a one-off oil & gas remedial contract which alone added £4.5m to 2013 revenue, we have seen a return to more normal levels of operation in 2014.  More importantly, our core generation business has seen a growth of 10% in revenue to £14.8m (2013: £13.4m).  This growth has reflected an increase in output in the year to 195GWh, a new record for the Group (2013: 192GWh).

Average base load power prices achieved in the year were £53/MWh (2013: £53/MWh).  We continue to forward contract on a rolling basis, selling our base load and peak power output into the UK wholesale electricity market.  We have 82% of expected base load output in 2015 contracted at an average price of £52/MWh and 36% of 2016 contracted at an average price of £51/MWh.  Power prices in the market have been on a downward trend over the last few months after a period of stability during 2014.  The fall in prices has flattened the forward curve, and as at the end of February prices for 2015 and 2016 were circa £46/MWh and £47/MWh respectively.

Power response prices for peak running average circa £220/MWh including all of the benefits we receive for running during winter peak periods.  STOR includes an availability payment for providing the capacity and a utilisation payment when we are called to generate.  Average prices in the market are in the ranges nil to £3/MW for availability and £70/MWh to £150/MWh for utilisation.  We also receive the spot price for the power generated under a call.

Gross profit was £6.5m in the year, slightly down from the 2013 figure of £6.9m due to the lower DBO revenue.  Gross margin was 41% (2013: 34%) as there was a smaller contribution from the lower margin DBO business.  In our generation business we earn higher margins from base load, reflecting the development risk, than we do in the more predictable power response business.  The gross margin on the generation business was 43% (2013: 39%).  The DBO business gross margin was 15% (2013: 22%). 

Adjusted EBITDA was in line with last year at £7.6m (2013: £7.5m), giving strong support to our investment programme.  The EBITDA margin was 48% (2013: 37%) as a result of growth in the generation business and a return to more normal levels of activity in the DBO business. 

The exceptional items comprise the net profit of £10.0m on the transfer of our shale gas interests to Egdon, with our shareholding being valued at £10.5m, against which we have charged associated costs of £0.5m.  We have carried out a mark to market calculation in respect of our investment in Egdon.  Egdon's share price fell in the period between our acquisition of the shares and the year end, and this has resulted in an impairment charge of £5.0m being charged to the income statement.  Secondly we have reviewed the carrying values of the assets we hold on all of our licences and concluded that it is appropriate to make an impairment charge of £4.1m.  Thirdly we have written off the outstanding debt of £0.3m due from TEG Environmental Limited following their entry into administration.  A further £0.6m of exceptional administrative expenses relates to the costs of corporate transactions, mainly the acquisition of the three power responses companies from Carron Energy.  The increase in other operating income represents a reassessment of restoration provisions in respect of those sites where the provisions have been reduced.  

After adjustment for exceptional items, profit before tax was £3.3m (2013: £3.4m), principally reflecting the lower level of gross profit arising from the reduced contribution from the DBO business.  The published profit before tax increased by 21% to £3.2m (2013: £2.7m).  After an increase in the recognised deferred tax asset of £0.2m in the year (2013: £0.1m) the adjusted profit for the year after tax was £3.5m (2013: £3.5m).

The adjusted earnings per share (excluding exceptional items) for continuing operations is 2.61p per share (2013: 3.01p per share), with published earnings per share for continuing operations being 2.56p per share (2013: 2.40p per share).

As a sign of the Board's confidence in the Company's prospects it is recommending an increased dividend of 0.3 pence per share (2013: 0.2 pence per share).  Subject to shareholder approval, which will be sought at the Annual General Meeting to be held on 30 April 2015, payment of this dividend will be made on 30 June 2015 to all shareholders on the register at the close of business on 29 May 2015.

Balance Sheet and Cash Flow

Net assets at 31 December 2014 increased to £44.1m (2013: £33.0m) with strong asset backing as Alkane at the year-end had 145MW of generating capacity and the infrastructure for the 27 operating sites.  Working capital requirements remain tightly controlled with the majority of income received within four weeks of month end and we have a policy to pay creditors on fair terms. Our capital expenditure programme amounted to £18.1m (2013: £12.8m) which incorporates the acquisition of the Wheldale and Carron Energy power response operations, expenditure on pipeline CMM projects including Markham Main, which was successfully drilled in the year and is anticipated to be opened in 2015, and the continuing investment in engine overhauls.

A deferred tax asset of £1.1m (2013: £0.9m) has been recognised in accordance with a prudent estimate of the extent to which future taxable profits will be available to be utilised against unused tax losses and other temporary differences.  A deferred tax liability of £1.2m has been recognised in the year as an element of the fair value adjustment applied on the Carron Energy acquisition.  As a result a net deferred tax liability of £0.1m is shown in the statement of financial position. 

Operating cash generated by the Group in the year was £4.6m (2013: £5.6m), the reduction being due to the additional peak seasonal working capital requirements of the acquired companies.  Net debt (excluding convertible loan stock) at the year-end was £18.1m (2013: £10.2m) as we continued to invest in new sites and in the acquisitions of power response assets.  During the year the Group raised new asset finance of £7.5m, £2m for the acquisition of the Wheldale power response site and £5.5m for the acquisition of the Carron Energy power response companies.  We also took over responsibility for a £1.2m term loan facility as part of the Carron Energy acquisition.  The balance of the consideration for the Carron Energy acquisition was financed by a proportion of the funds raised in a share placing.  A total of £8m gross was raised by the issue of 22 million new ordinary shares at a placing price of 36 pence per share.  The balance of the funds raised in the placing provided additional working capital to support the continued investment by the Group in its core gas to power activities.  Gearing has increased to 41% (2013: 31%)and the Group remains within all of its bank covenants. 

Our bank facilities comprise a £10.0m revolving credit facility (of which £9.1m was drawn down at the year-end) and term loans and asset finance totalling £10.1m at the year end.  We are repaying £3.3m per year on these term loans.  We also have £2.3m outstanding in respect of convertible loan stock, which was put in place as part of the funding package for the acquisition of Greenpark Energy Limited in 2012.  The final date for conversion of the loan note occurs in April 2015.

Outlook

2015 has started well as we are deriving the benefit from the sites acquired during 2014 and have been experiencing record levels of production on both base load and winter peak running.  We have already secured attractive pricing for 2015 and our power response portfolio is fully contracted until April 2016. We will continue to open new CMM sites with Markham Main moving into the site build phase. In summary, we are pleased to report that the momentum of the second half of 2014 has continued into the start of 2015.

Roger McDowell

Chairman

Neil O'Brien

Chief Executive Officer 

Steve Goalby

Finance Director
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)

for the year ended 31 December 2014

 

		2014	2013
	Notes	£'000	£'000
Revenue		15,961	20,571
Cost of sales		(9,445)	(13,664)
Gross profit		6,516	6,907
Impairment of assets		(4,069)	-
Administrative expenses		(2,873)	(3,342)
Exceptional administrative expenses	3	(922)	(703)
Return on Group operations		(1,348)	2,862
Profit on transfer of licences		9,953	-
Impairment of available for sale financial asset		(5,036)
Other operating income		663	471
Profit on activities before net finance costs		4,232	3,333
Finance income		7	18
Finance costs		(1,029)	(696)
Net finance costs		(1,022)	(678)
Profit before tax		3,210	2,655
Taxation	5	228	100
Profit for the year attributable to equity holders of the parent		3,438	2,755
Other comprehensive income		-	-
Total comprehensive income for the year attributable to
equity holders of the parent		3,438	2,755
Earnings per ordinary share
Basic, for profit for the year attributable to equity holders of the parent	11	2.56p	2.40p
Diluted, for profit for the year attributable to equity holders of the parent	11	2.39p	2.25p

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (unaudited)

at 31 December 2014

		2014	2013
	Notes	£'000	£'000
NON-CURRENT ASSETS
Property, plant and equipment	12	33,833	23,316
Gas assets	13	26,054	23,335
Intangible assets		1,446	1,633
Derivative financial instrument		-	22
Deferred tax asset	5	-	900
Available for sale financial asset		5,464	-
		66,797	49,206
CURRENT ASSETS
Inventories		872	464
Trade and other receivables		6,310	4,156
Cash and cash equivalents		1,084	838
		8,266	5,458
TOTAL ASSETS		75,063	54,664
CURRENT LIABILITIES
Trade and other payables		(7,192)	(4,616)
Finance lease obligations		(446)	(343)
Long-term borrowing due within one year		(2,815)	(1,500)
7.5% Convertible loan stock	15	(2,337)	-
Provisions		(81)	(146)
		(12,871)	(6,605)
NON-CURRENT LIABILITIES
Finance lease obligations		(1,377)	(69)
Long-term borrowings		(14,497)	(9,161)
7.5% Convertible loan stock	15	-	(2,199)
Deferred payments	9	(480)	(900)
Derivative financial instrument		(10)	-
Deferred tax liability		(91)	-
Provisions		(1,666)	(2,737)
		(18,121)	(15,066)
TOTAL LIABILITIES		(30,992)	(21,671)
NET ASSETS		44,071	32,993
EQUITY
Share capital		739	618
Share premium		14,557	6,906
Hedging reserve		(10)	22
Other reserves		9,198	9,230
Retained earnings		19,587	16,217
TOTAL EQUITY		44,071	32,993

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)

for the year ended 31 December 2014

	Attributable to the equity holders of the parent
	Issued	Share	Hedging	Other	Retained	Total
	capital	premium(1)	reserve	reserves(2)	earnings	equity
	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2014	618	6,906	22	9,230	16,217	32,993
Profit for the year	-	-	-	-	3,438	3,438
Dividend	-	-	-	-	(249)	(249)
Fair value of derivative instrument	-	-	(32)	-	-	(32)
Share based payment	-	-	-	160	-	160
Share options lapsed and exercised during the year	-	-	-	(181)	181	-
Equity component of convertible loan notes	-	11	-	(11)	-	-
Issue of share capital	121	7,640	-	-	-	7,761
At 31 December 2014	739	14,557	(10)	9,198	19,587	44,071
At 1 January 2013	507	1,248	-	9,196	13,451	24,402
Profit and total comprehensive income for the year	-	-	-	-	2,755	2,755
Dividend	-	-	-	-	(101)	(101)
Fair value of derivative instrument	-	-	22	-	-	22
Share based payment	-	-	-	146	-	146
Share options lapsed and exercised during the year	-	-	-	(112)	112	-
Issue of share capital	111	5,658	-	-	-	5,769
At 31 December 2013	618	6,906	22	9,230	16,217	32,993

(1)      During the year £364,000 (2013: £274,000) was written off against the share premium account in respect of costs relating to the issue of shares.

(2)      Other reserves comprise the equity component of convertible loan notes of £220,000 (2013: 232,000), a share-based payments reserve of £315,000 (2013: £335,000), a merger relief reserve of £244,000 (2013: £244,000), and a distributable reserve of £8,419,000 (2013: £8,419,000) that was created following a capital reduction.

 

CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

for the year ended 31 December 2014

		2014	2013
	Notes	£'000	£'000
Operating activities
Profit before tax from continuing operations		3,210	2,655
Adjustments to reconcile operating profit to net cash flows:
Transfer of licences		(9,953)	-
Impairment of available for sale financial asset		5,036	-
Depreciation of property, plant and equipment		2,462	2,797
Gas asset depletion		756	670
Gas asset impairment		3,832	-
Property, plant and equipment impairment		237	-
Intangible asset amortisation		65	15
Intangible asset impairment		-	233
Share-based payments expense		160	146
Finance income		(7)	(18)
Finance expense		1,029	696
Movements in provisions		(615)	(463)
(Increase)/decrease in trade and other receivables		(1,666)	573
(Increase)/decrease in inventories		(15)	8
Increase/(decrease) in trade and other payables		112	(1,754)
Net cash flows from operating activities		4,643	5,558
Cash flows from investing activities
Interest received		7	18
Purchase of property, plant and equipment		(5,358)	(6,180)
Purchase of gas assets		(2,036)	(6,193)
Purchase of subsidiaries	8/9	(10,991)	-
Purchase of intangible assets		-	(439)
Cash acquired on acquisition of subsidiaries		323	-
Net cash flows used in investing activities		(18,055)	(12,794)
Cash flows from financing activities
Issue of share capital		7,659	5,769
Proceeds from finance leaseback		1,995	-
Sale and finance leaseback rentals		(584)	(710)
Proceeds from long-term borrowings		9,170	3,516
Repayment of long-term borrowings		(3,657)	(1,500)
Dividend paid to the equity holders of the parent		(249)	(101)
Interest paid		(676)	(469)
Net cash flows from financing activities		13,658	6,505
Net increase/(decrease) in cash and cash equivalents		246	(731)
Cash and cash equivalents at 1 January		838	1,569
Cash and cash equivalents at 31 December	16	1,084	838

 

 

NOTES TO THE ACCOUNTS

1.     CORPORATE INFORMATION

The condensed consolidated financial statements of the Group for the year ended 31 December 2014 were authorised for issue in accordance with a resolution of the Directors on 10 March 2015.

Alkane Energy plc is a public limited company incorporated and domiciled in England whose shares are publicly traded.  The Company's registered number is 2966946.

The principal activities of the Group are described in Note 4.

2.     BASIS OF PREPARATION AND ACCOUNTING POLICIES

The condensed consolidated financial statements for the year ended 31 December 2014 included in this report do not constitute the Group's statutory accounts for the year ended 31 December 2014, but are derived from those accounts.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. 

The condensed consolidated financial statements have been prepared on a basis consistent with that adopted in the previous year's published statutory accounts. 

The Group expects to publish full financial statements that comply both with IFRSs as adopted for use in the European Union and with the Companies Act 2006.

3.     EXCEPTIONAL EXPENSES        

	2014 unaudited	2013
	£'000	£'000
Bad debt written off	(310)	-
Costs related to the acquisition of Greenpark Energy Limited	-	(31)
Non-capital costs relating to the acquisition of Maltby CMM assets (note 10)	(7)	(251)
Non-capital costs relating to the acquisition of Wheldale power response assets (note 6)	-	(7)
Non-capital costs relating to the acquisition of Welsh Power power response assets (note 8)	(600)	-
Costs relating to the acquisition of a licence	-	(25)
Costs relating to other corporate transactions	-	(108)
Costs of aborted corporate transactions	(5)	(48)
Impairment of biogas development costs	-	(233)
	(922)	(703)
Impairment of assets	(4,069)	-
	(4,991)	(703)

4.         SEGMENT INFORMATION

Operating segments

The directors consider that there are two operating segments:

·  The extraction and utilisation of gas for power generation and for direct sale;

·  The design, build and operation of projects for external customers.

The operating segment reporting format reflects the Group's management and reporting structure.

Seasonality of operations

There is no significant seasonal nature to either of the Group's business segments.

The following table sets out total revenue, depreciation, interest expense and profit before tax for each segment.

	2014 unaudited	2013
	£'000	£'000
Extraction and utilisation of gas
Total segment revenue	14,811	13,439
Depreciation and impairment	(7,340)	(3,469)
Interest expense	(793)	(492)
Segment profit before tax	287	3,526
Design, build and operate projects for external customers
Total segment revenue	1,158	7,142
Impairment	-	(233)
Segment profit before tax	(516)	599
Total
Total revenue	15,969	20,581
Total depreciation and impairment	(7,340)	(3,702)
Total interest expense	(793)	(492)
Profit before tax from operating segments	(229)	4,125
Corporate centre	(1,499)	(1,491)
Profit on sale of licences	9,953	-
Impairment of available for sale financial asset	(5,036)	-
Consolidation adjustment	21	21
Profit before tax	3,210	2,655

The following table reconciles total segment assets, total segment liabilities and segment additions to non-current assets.

	2014 unaudited	2013
	£'000	£'000
Extraction and utilisation of gas	68,060	52,611
Design, build and operate projects for external customers	1,616	1,296
Total segment assets	69,676	53,907
Corporate centre	5,695	404
Intangible asset arising on consolidation	789	1,209
Consolidation adjustments	(1,097)	(856)
Total consolidated assets	75,063	54,664
Extraction and utilisation of gas	(31,918)	(26,507)
Design, build and operate projects for external customers	(2,063)	(917)
Total segment liabilities	(33,981)	(27,424)
Corporate centre	(5,362)	(7,291)
Consolidation adjustments	8,351	13,044
Total consolidated liabilities	(30,992)	(21,671)
Extraction and utilisation of gas	21,629	13,174
Design, build and operate projects for external customers	-	-
Total segment additions to non-current assets	21,629	13,174
Available for sale financial asset	5,464	-
Deferred tax asset	228	100
Corporate centre	-	22
Total consolidated additions to non-current assets	27,321	13,296

Major customers

In the periods set out below, certain customers accounted for greater than 10% of the Group's total revenues:

	2014 unaudited	2014 unaudited	2013	2013
	£'000	% of revenue	£'000	% of revenue
Customer A	11,525	72%	10,665	52%
Customer B	1,715	11%	905	4%
Customer C	-	-	4,461	22%

Customer A and Customer B are from the extraction and utilisation of gas segment, and Customer C is from the design, build and operation of projects for external customers segment.

Revenue and non-current assets analysed by geographical information

All revenue generated and net assets are within the UK.

5.         TAXATION

There is no current tax charge in 2014 (2013: nil) as brought forward tax losses have been utilised to offset the taxable profits. 

A deferred tax asset of £1,100,000 (2013: £900,000) has been recognised in accordance with a prudent estimate of the extent to which future trade profits will be available to be utilised against unused tax losses and other temporary differences.  A deferred tax liability of £1,191,000 (2013: nil) has been recognised in the year as an element of the fair value adjustment applied on the Carron Energy acquisition.  As a result a net deferred tax liability of £91,000 (2013: deferred tax asset of £900,000) is shown in the consolidated statement of financial position. 

6.   PURCHASE OF WHELDALE POWER RESPONSE FACILITIES

On 5 February 2014 the Group acquired the Wheldale power response facilities from SSE plc, for a total consideration of £1,500,000. The initial consideration for the acquisition was £1,100,000 paid in cash on completion, with a £400,000 deferred cash payment which was paid on 31 October 2014.  The facilities comprise an installed engine capacity of 7.5MW and a grid connection of 10MW.  As part of the financial arrangements to fund the acquisition the Group increased its banking facilities with Lloyds Bank plc by £1,000,000

7.   TRANSFER OF LICENCES

On 12 June 2014 the Group transferred its shale gas interests in certain UK petroleum and development licences to Egdon Resources plc in exchange for 40,000,000 new ordinary shares of 1 pence each in Egdon Resources plc an AIM listed company whose registered office is at The Wheat House, 98 High Street, Odiham, Hampshire RG29 1LP. At the date of transfer the share price of Egdon Resources plc was 26.25 pence, valuing the gross consideration at £10,500,000. 

A profit of £9,953,000 on the transfer has been recognised in the period. Associated costs of sale attributable to the transfer of shale gas interests are detailed below:

	Year ended 31 December 2014
	unaudited
	£'000
Gross consideration	10,500
Non-capital costs relating to the transfer of licences	(334)
Capital costs relating to the transfer of licences	(213)
Profit on transfer of licences	9,953

The listed equity investment represents an 18% interest in Egdon Resources plc shares and is classified as an available for sale financial asset.  The Group's interest in Egdon Resources plc has not been treated as an associated undertaking as the Group does not have a significant influence over the company.  The shares are revalued at fair value at the end of each period.  The change in fair value in the period of (£5,036,000) is shown in the income statement.  The fair value disclosed is the market value at the statement of financial position date.  The movement in the fair value of available for sale financial assets is determined under Level 1 Inputs, being quoted prices in active markets that the Group has the ability to access as of the measurement date.

There is a 12 month lock-in period from the date of issue of the consideration shares during which time the Company is precluded from disposal of the shares.  The Group does not intend to dispose of this investment in the foreseeable future.

8.   ACQUISITION OF POWER RESPONSE COMPANIES

On 21 July 2014 the Group acquired the entire issued share capital of three power response companies from Carron Energy Limited and Dragon Generation Limited.  All three companies generate electricity, with two (Darent Power Limited and Rhymney Power Limited) generating from natural gas and the third (Leven Power Limited) generating from kerosene.

Total consideration for the acquisition was £12,064,000; cash consideration comprised £10,991,000 and in addition the Group took on a £1,073,000 term loan facility with Lombard North Central plc.  The acquisition was partly funded by a term loan of £5,500,000 provided by Lloyds Bank plc, repayable in monthly instalments over 5 years commencing in August 2014. The balance was financed by a proportion of the funds raised by a share placing. A total of £8,000,000 was raised by the issue of 22,222,222 new Ordinary Shares at a placing price of 36 pence per share.

Net assets with a book value of £6,162,000 were acquired at the date of acquisition. The directors carried out a fair value assessment of the identifiable assets, liabilities and contingent liabilities of the three companies acquired and concluded that the net fair value at the date of acquisition was £10,991,000.  The following table shows the identifiable material assets and liabilities acquired, the fair value adjustments, and the fair value.

	Acquired on 21 July 2014	Fair value adjustments	Fair value
	£'000	£'000	£'000
Buildings	432	-	432
Plant	5,785	1,873	7,658
Gas assets	347	3,860	4,207
Contract	-	298	298
Inventories	393	-	393
Receivables	597	-	597
Payables	(626)	-	(626)
Loan repayable	(1,073)	-	(1,073)
Other provisions	(16)	(1,202)	(1,218)
Cash and cash equivalents	323	-	323
	6,162	4,829	10,991
			£'000
Fair value as above			10,991
less Consideration			10,991
			-

Costs of £600,000 were incurred in advisory, professional and other fees in order to effect the acquisition.  The net amount of £600,000 (2013: nil) has been expensed in the Consolidated Statement of Comprehensive Income under the heading of exceptional administrative expenses.

The revenue of the acquired companies from the date of acquisition to 31 December 2014 was £1,519,000 and the profit before tax was £882,000.

If the acquired companies had been held within the Group for the whole reporting period, Group revenue would be £17,602,000 and Group profit before tax would be £8,459,000.

9.     ACQUISITION OF SEVEN STAR NATURAL GAS LIMITED

On 26 May 2011 the Group completed the purchase of the entire issued share capital of Seven Star Natural Gas Limited ("Seven Star"), a company with two petroleum extraction and development licences covering previously identified onshore gas extraction prospects. 

The consideration for the shares was £311,000, with a contingent consideration of £900,000.  Following a review by the directors the effect of discounting the contingent consideration has been reflected in the fair value of the consideration and as a result the deferred consideration has been revalued at £480,000 payable as follows:

·        £207,000 (2013: £250,000) within 15 business days of the satisfaction of certain conditions with respect to the site at Calow (PL213);

·        Nil (2013: £250,000) within 15 business days of the satisfaction of certain conditions with respect to the site at Nooks Farm (PEDL141);

·        £273,000 (2013: £400,000) once Seven Star has produced in aggregate 1 bcf of natural gas from either or both of the Seven Star sites under the licences.

10.   ACQUISITIONOF MALTBY COAL MINE METHANE ASSETS

On 24 May 2013, the Group completed the purchase of coal mine methane assets located at Maltby Colliery for a consideration of £5,500,000. 

The purchase was partly funded by an extension of the Group's borrowing facilities with Lloyds Bank plc.  A term loan of £3,000,000, secured by way of legal charges over the Group's assets, has been provided to finance the acquisition, to be repaid in quarterly payments over two years commencing in July 2014.  At the same time the existing revolving credit facility was increased from £6,500,000 to £7,000,000.  The balance of the consideration was financed by a proportion of the funds raised by a share placing.  A total of £6,000,000 was raised by the issue of 22,222,223 new Ordinary Shares at a placing price of 27 pence per share.

The assets acquired comprise plant and machinery of £3,000,000 and site infrastructure (including grid connection) of £2,754,000.  The Directors have carried out an assessment of the assets acquired and have concluded that no fair value adjustments are required.

A further payment of £2,000,000 will be made to acquire additional site infrastructure assets six months after the Maltby Colliery mine shafts are satisfactorily sealed as part of the planned closure of Maltby Colliery.  The mine works have been signed off as complete and payment falls due to be made in May 2015.

11.   EARNINGS PER ORDINARY SHARE

Basic earnings per share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares and that would have been issued on the conversion at the period end of the convertible loan notes (see note 15) into ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

	2014	2013
	unaudited
	£'000	£'000
Profit attributable to equity holders of the parent	3,438	2,755
	No.	No.
Basic weighted average number of ordinary shares	134,375,182	114,930,148
Dilutive effect of share options	5,918,707	4,992,606
Dilutive effect of convertible loan notes1	13,520,000	13,291,428
Diluted weighted average number of ordinary shares	153,813,889	133,214,182

¹  For the purposes of calculating the dilutive earnings per share, the profit for the year from continuing operations and the profit attributable to equity holders of the parent have been adjusted by the transaction costs and interest charges of £234,000 (2013: £242,000) that would have been avoided if conversion was to have occurred. The revised profit for the year from continuing operations on this basis is £3,672,000 (2013: £2,997,000) and the revised profit attributable to equity holders of the parent is £3,672,000 (2013: £2,997,000).

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements that would have changed significantly the number of ordinary shares or potential ordinary shares outstanding at the end of the year if those transactions had occurred before the end of the year.

12.   PROPERTY, PLANT AND EQUIPMENT

Acquisitions and disposals

During the year ended 31 December 2014, the Group acquired assets with a cost of £13,216,000 (2013: £6,106,000). There were no disposals during the period (2013: nil) but fully depreciated assets of £320,000 were derecognised (2013: £443,000).  Assets of £237,000 were impaired (2013: nil). 

13.   GAS ASSETS

Acquisitions and disposals

During the year ended 31 December 2014, the Group acquired assets with a cost of £8,413,000 (2013: £6,629,000). There were no disposals during the period (2013: nil) But fully depreciated assets of £1,106,000 were derecognised (2013: nil).  Assets of £3,832,000 were impaired (2013: nil). 

14.   CAPITAL COMMITMENTS

At 31 December 2014, the Group had capital commitments contracted for but not provided in the financial statements of £41,000 for the acquisition of property, plant and equipment (2013: £28,000) and of £759,000 for the acquisition of gas assets (2013: £16,000).

15.   CONVERTIBLE LOAN NOTES

On 26 April 2012 the Company issued £2,000,000 convertible loan notes, with the proceeds being utilised to partly fund the acquisition of Greenpark Energy Limited in 2012.  Interest is at a fixed rate of 7.5% per annum, which is rolled up quarterly in arrears and included as principal to be repaid or converted. The convertible loan is unsecured. The convertible loan notes are convertible at any time prior to repayment or automatic conversion at the holder's option, at a conversion price, fixed at 17.5 pence. If any element of the convertible loan is not converted, it is otherwise repayable on the date which is 3 years and 1 day after the issue date.

The liability component of the convertible loan notes is £1,768,000.  This has been calculated by discounting the total sum payable over the full term of the loan notes by an effective interest rate of 12%.  The equity component of £232,000 has been taken to other reserves.  During the year £100,000 of the convertible loan notes that had been issued was converted, amounting to 645,352 new ordinary shares of 0.5 pence each.

At the year-end the carrying value including rolled up interest was £2,337,000 (2013: £2,199,000).  The maturity date of the Convertible Loan Note is April 2015 and it is assumed that the loan will be converted and hence the liability has been moved to Current Liabilities.

16.   ADDITIONAL CASH FLOW INFORMATION

Analysis of net debt

	1 January 2014	Cash flow	Other  non-cash movements	Exchange rate differences	31 December 2014
					unaudited
	£'000	£'000	£'000	£'000	£'000
Cash at bank and in hand	838	246	-	-	1,084
Sale and finance leaseback	(412)	(1,411)	-	-	(1,823)
Long-term loan	(10,661)	(5,578)	(1,073)	-	(17,312)
Net debt	(10,235)	(6,743)	(1,073)	-	(18,051)
Securities	257	-	-	-	257
Adjusted net debt*	(9,978)	(6,743)	(1,073)	-	(17,794)
	1 January 2013	Cash flow	Other  non-cash movements	Exchange rate differences	31 December 2013
	£'000	£'000	£'000	£'000	£'000
Cash at bank and in hand	1,569	(731)	-	-	838
Sale and finance leaseback	(1,122)	710	-	-	(412)
Long-term loan	(8,645)	(2,016)	-	-	(10,661)
Net debt	(8,198)	(2,037)	-	-	(10,235)
Securities	256	1	-	-	257
Adjusted net debt*	(7,942)	(2,036)	-	-	(9,978)

The convertible debt has been excluded from the above calculations as the current share price is above the conversion price and the directors expect it to be converted rather than repaid.

*Includes the effect of securities paid on sale and leaseback transactions that are closely related to those items.

17.     GENERAL NOTE

a.   The preliminary unaudited financial information set out above does not constitute full accounts within the meaning of Section 435 of the Companies Act 2006.

b.   Audited statutory accounts in respect of the year ended 31 December 2013 have been delivered to the Registrar of Companies and those accounts were subject to an unqualified report by the auditors.

c.   Copies of the audited annual report and accounts for the year ended 31 December 2014 will be sent to shareholders during April 2015 and will be available from the Company's registered office - Edwinstowe House, High Street, Edwinstowe, Nottinghamshire NG21 9PR.

 

END

 

 

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