Final Results

RNS Number : 7187U

Green Dragon Gas Ltd

30 June 2009

 



30 June 2009

GREEN DRAGON GAS LTD

('Green Dragon' or 'the Company')

Annual results for the year ended 31 December 2008

Green Dragon Gas Ltd (AIM:GDG), the Chinese coal bed methane business, today announces its annual financial results for the year ended 31 December 2008. 

2008 HIGHLIGHTS

Resource Progression Independent Competent Persons Report completed by Netherland Sewell & Associates at the Company's year end estimated increased 2P and 3P reserves to 258 BCF and 2.2 TCF with PV10 valuations of US $1 billion and US $7.2 billion, respectively.  

Revenue The Company reported US $24.6 million in revenues marking a key milestone in its progression. On consolidation of Kesi, the pipeline gas company, in June contributed to the majority of the revenues.

Vertically Integrated    Strategic decisions taken by the Board were achieved by the year end with the Group becoming a vertically integrated gas supplier with market niches alongside an established upstream gas resource. The Company owns and operates five core divisions: Technical Services; Upstream; Midstream; Downstream; and CNG manufacturing. 

Acquisitions The Company completed four transactions including TSX-listed Pacific Asia China Energy, Giant Power, Zhengzhou Nanhai Gas, Zhengzhou Clean Technology and Zhengzhou Clean Petro-Equipment. 

Technology Enhancement Significant milestones were achieved within each of the operating divisions that utilized in-house proprietary developed technologies to enhance the operations. The Company's commitment to technology is key in achieving exponential growth. 

Organization     An operating control center has been established in Zhengzhou, Henan, acting as a single hub to manage the expanding operations within the five distinct operating divisions. 

Capital  The Company raised US $37.7 million in May 2008 through the issuance of common stock at a price of US $7.98 per share which was principally targeted for the funding of the PACE acquisition for US $31.9 million.

2009 OBJECTIVES

Resource Progression 1P, 2P & 3P Commence a continuous drilling program, utilizing the proprietary Dymaxion technology to delineate a substantially larger area of the reserves more efficiently. 

SIS Drilling (proprietary drilling technology) Focus on optimizing the drilling patterns, utilize multiple drilling rigs for greater efficiency and expand the application onto blocks beyond Shizhuang South (GSS). 

GSS ODP The Company and its joint venture partner's submission to the National Development and Reform Commission (NDRC) has been reviewed and vetted. Attaining the final approval will mark the start of a 20 year production period and related commercial sales.

Greka Infra-structure & Transport (GTI) Establish midstream operations with CNG transportation thereby facilitating gas transport between the upstream CBM production and downstream CNG retail stations. The division's principal objective is to establish market prices for the upstream gas sales and capitalize on the Government's incentives for the CBM industry.

Shareholder liquidity The global market collapse deferred the Company's plan for a main board listing on either Hong Kong and/or London. The current 18% free float is expected to be enhanced with such a listing with a final decision to be announced prior to year end. 

Capital resources  The Company has appointed Goldman Sachs to assist the Board in evaluating strategic alternatives to the funding of the Company's development plans and Green Dragon continues to evaluate all options to finance its future growth strategy.

Commenting on the results Randeep S. Grewal, Chairman of Green Dragon Gas stated:

'The Company's vision to expand into being a vertically integrated clean gas supplier was accomplished through strategic acquisitions synergistic to Green Dragon Gas's large upstream resources. Progressing into 2009, our growth will be organic as all the components necessary for robust growth into gas production and market value sales have been put in place in 2008. The Company has seen a share price gain of 13.8% to date since its listing on AIM in August 2006. The Company continues to be one of the largest Chinese businesses listed in the UK and has consistently been among the top ten companies on AIM by market capitalization.

The Year of the Rat marked our first year of reported revenue. The midstream and downstream businesses are profitable and contributed the majority of the reported US $24.6 million in revenue. Over the next three years these divisions are expected to provide most of the Company's revenue and thereafter upstream will grow at a materially faster pace becoming the main component of the Company's revenue profile.

Dymaxion wells drilled during the year performed far better than forecasted. Our first well GSS008 has now been in continuous production for almost 15 months and has produced over 1.8 million cubic meters (63.5 MMCF) of gas conclusively proving the success of our proprietary technology. The GSS block is now under a continuous drilling program focused on compounding this success.

Once again our employees' dedication and commitment to Company was undeterred by the abnormal conditions the group encountered during the year. Our multiple acquisitions were consolidated quickly and efficiently. We welcome our new employees into the expanding group. As the key asset of the Company, our employees continue to be the cornerstone of the group's seamless execution of its niche business plan for which I am thankful. I look forward to another exciting year in leading this hard working employee team and Green Dragon Gas's continued growth story.'  

For further information on the Company and its activities, please refer to the website at www.greendragongas.com or contact:

Randeep S. Grewal / Betty Cheung,   Green Dragon Gas	[phone]
Tim Thompson / Christian Goodbody Investor Relations, Buchanan	[phone]
Dr Azhic Basirov / David Jones, Nomad & Broker, Smith &Williamson	[phone]
Tim Redfern,  Broker, Evolution Securities	[phone]

Chairman's Statement

This year's results marks the second full year of results for the company since its listing on AIM in August 2006 and our first year with revenues. Green Dragon Gas, headquartered in Hong Kong, was incorporated in March 2006 and is the parent holding company of several operating subsidiaries within China operating under Greka China Ltd and commonly referred to as GREKA. 

2008, or the Year of the Rat, was an acquisitive year for Green Dragon Gas where 'vision became a reality', with Green Dragon Gas firmly establishing its foundations as a vertically integrated gas supplier in China.

While most of the world had to deal with unprecedented economic hardship, the resulting effect in China was of slower growth. The demand for the Company's domestic coal-bed methane production is undeterred and continues to be a core area of the Government's incentive schemes as it continues to focus domestically to meet ballooning demand. In addition to traditional uses within households and for power, CBM is being established as an alternative to gasoline for transport throughout the country. China is adding more cars each day than any other country in the world and must find efficient solutions to fuel this new demand. The resulting government policies mean the Company's gas is sold at a stable Rmb 3/m3 or US$13/mcf at our CNG retail station in Zhengzhou, Henan throughout the extreme fluctuations of global oil prices. Green Dragon Gas is uniquely and strategically positioned to capitalize on this market demand for the foreseeable future.  

VISION   A clear focused vision 'to be a vertically integrated gas supplier providing optimum shareholder returns through the execution of an environmentally progressive niche business plan in China' was progressed with strategic and synergistic acquisitions throughout the year. Each of the four acquisitions were concluded on time and within budget prior to year end.

TECHNICAL SERVICES   The division expanded to provide proprietary horizontal drilling, in addition to vertical drilling for coal bed methane utilizing a common rig manufactured by Schramm in the US. The versatility, commonality and advanced technology were very noticeable during the startup and will be capitalized upon for decades to come. The division formation and launch was on schedule with over a hundred employees base skilled and trained through comprehensive training schools held in-house with rig manufacturers participating. Additionally, the Zhengzhou Petro-Equipment and Technology acquisition provided the division with manufacturing capability for a wide range of CNG equipment and related technology specifically within the Company's downstream retail gas station niche. 

UPSTREAM PRODUCTION   Gas production at the end of 2008 was up 130.8% as compared to the end of 2007 at our Shizhuang South (GSS) Block. Wells that have been on line and producing for eight years continue to produce increasing volumes and exceed our expectations. Successful regional de-watering and obtaining critical desorption pressures has been confirmed with the production increases from wells that have been online for eight years. The better than expected results from the vertical wells are further complemented by the Dymaxion SIS horizontal wells, which compound this production success. The actual production from the SIS wells has given us the confidence to commence a continuous drilling program in GSS. In addition, the wells on the other five blocks continue to de-water successfully and the results are being monitored to analyse the precise desorption data before launching similar continuous drilling programs.     

MIDSTREAM  The Giant Power acquisition launched us into the midstream sector with equity interests in distribution stations in Zhengzhou, Henan and Wuhu, Anhui. These unique assets are strategically located within our market for the upstream gas blocks and provide invaluable options for off-takes from the main gas pipeline infra-structure within China. Our partnership within the operating entities includes a wholly owned PetroChina subsidiary providing gas supply stability. The profitable business provided Green Dragon Gas's first cash dividend from within China which will be expatriated next month. While the cash dividend net to Green Dragon Gas is US $718,470 (Rmb 4.9 million) for this year, of importance is the validation and confirmation of the principle of being able to do so. We expect that these dividends will continue to rise in the coming years as the businesses increase their gas deliveries. Furthermore, we anticipate the existing regulatory regime to stay in place which confirms a net margin to the businesses.  

DOWNSTREAM  Our investment into the downstream was crystallized this year and is the material contributor the Company's revenue. The Company has a 28.9% equity interest in Beijing Huayou (BHY) which successfully sold 266.5 million cubic meters (9.4 billion cubic feet) of gas. BHY's gas pipeline distribution within the Beijing Development Area is connected to the CNPC West-East Pipeline and thus provides a stable source of supply while the consistently growing industrial consumer market provides a stable growth trajectory. Additionally, BHY advanced its market presence from the Beijing municipality into Qihe in the Shandong Province which is proving to be a profitable expansion.  

ACQUISITIONS  In February 2008, the Company entered into an agreement to acquire Pacific Asia China Energy (PACE) for US$32 million which, upon closing in July, added an additional CBM block making us the largest CBM acreage holder in China with 6 blocks totaling approximately 7,600 sqkm. Additionally, the PACE acquisition provided an operating 50% joint-venture with Mitchell Drilling and the exclusive rights to their Dymaxion surface-to-inseam horizontal drilling technology within China. In June, we acquired Giant Power for US$ 10.7 million which provided equity ownerships in Zhengzhou and Anhui Petro-China Hengran Gas Company of 35% and 50.6%, respectively. Three businesses were acquired in August for US$ 9.3 million collectively, namely Zhengzhou Nanhai Gas, Zhengzhou Clean Petro-Equipment and Zhengzhou Clean Technology. The businesses provided the group with an operating CNG retail station in Zhengzhou, CNG equipment manufacturing capability with two Chinese patents and proprietary software technology to implement a remote supervisory control monitoring for the group's upstream, midstream and downstream operations.  

CAPITAL The Company raised US $37.5 million in a private placement to institutional investors at a share price of US $7.98 per share in May 2008. The proceeds were utilized to fund the TSX-listed Pacific Asia China Energy acquisition which was successfully transacted in July 2008. 

The Year of the Rat was good to Green Dragon. The extreme downturn in the global economic conditions through the year, and resulting impact on smaller enterprises provided us with unique acquisition opportunities which our cash resources enabled us to capitalize on. The resulting shareholders benefits will be seen for years to come as we continue to pioneer domestic CBM production and sales. 

During 2007 we developed our strategies which we successfully implemented in 2008 through an aggressive acquisition plan. 2009 is the year in which we are poised to begin realizing the benefits of these successes as we demonstrate Green Dragon Gas's foundational strength, maturity and ambition to be one of China's largest independent domestic gas only producers. We commenced our first year of revenues with US$25 million in sales. Over the next five years, we anticipate a strong increase in revenues which will be increasingly well balanced between each of our business segments.

The Company's most valuable asset - its employees and their determination towards the group success is the cornerstone to our continued success. Green Dragon Gas has a unique asset base within the world's largest growth economy which has resulted in strongly increasing demand for our gas and products. All of this is well complemented by the employee base which is making the business plan a reality for which I am grateful and privileged to lead. 

Randeep S. Grewal

Chairman and CEO

29 June 2009

Consolidated Income Statement

		Year Ended  31 December 2008	Year Ended  31 December 2007
	Notes	US$'000	US$'000
Revenue	2	24,649	-
Cost of sales		(21,073)	-
Gross profit		3,576	-
Selling and distribution cost		(763)	-
Administrative expenses		(17,203)	(4,346)
Loss from operations	3	(14,390)	(4,346)
Other gains and losses	5	(930)	-
Finance income	6	929	1,694
Finance costs	7	(13,189)	(6,345)
Loss before income tax		(27,580)	(8,997)
Income tax	8	(339)	163
Loss for the year		(27,919)	(8,834)
Attributable to:
- Equity holders of the company		(27,072)	(8,834)
- Minority interests		(847)	-
		(27,919)	(8,834)
Basic and diluted loss per share attributable to equity holders of the parent (US$)	9	(0.269)	(0.093)

Consolidated Balance Sheet

	As at  31 December 2008	As at  31 December 2007
	US$'000	US$'000
Assets
Non-current assets
Property, plant and equipment	72,065	345
Gas exploration and appraisal assets	643,589	599,261
Other intangible assets	23,999	-
Payment for leasehold land held for own use under operating leases	233	-
Available for sale investment	-	27,122
Deferred tax asset	687	486
	740,573	627,214
Current assets
Inventories	2,378	-
Trade and other receivables	3,196	2,517
Cash and cash equivalents	12,830	54,330
	18,404	56,847
Total assets	758,977	684,061
Liabilities
Current liabilities
Trade and other payables	22,237	7,021
Convertible notes	49,912	-
Other financial liabilities	1,500	-
Current tax liabilities	1,075	-
	74,724	7,021

Non-current liabilities
Convertible notes	-	76,431
Other financial liabilities	13,000	13,000
Deferred tax liability	151,515	139,225
	164,515	228,656
Total liabilities	239,239	235,677
Total Net Assets	519,738	448,384
Equity
Share capital	11	9
Share premium	520,076	440,737
Convertible note equity reserve	15,333	20,831
Share based payment reserve	6,189	-
Capital reserve	84	-
Foreign exchange reserve	(548)	(254)
Retained deficit	(40,095)	(12,939)
Total equity attributable to equity holders of the Parent	501,050	448,384
Minority interests	18,688	-
Total equity	519,738	448,384

Consolidated Statement of Changes in Equity

	Share capital	Share premium	Convertible note equity reserve	Share based payment reserve	Capital reserve	Foreign exchange reserve	Retained deficit	Equity attributable to equity holders of the Company	Minority interests	Total
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2007	9	440,737	-	-	-	(45)	(4,105)	436,596	-	436,596
Exchange differences on translation of  financial statements of foreign operation	-	-	-	-	-	(209)	-	(209)	-	(209)
Net expenses recognised directly  in equity	-	-	-	-	-	(209)	-	(209)	-	(209)
Loss for the year	-	-	-	-	-	-	(8,834)	(8,834)	-	(8,834)
Total recognised income and  expenses for the year	-	-	-	-	-	(209)	(8,834)	(9,043)	-	(9,043)
Recognition of equity component of convertible note	-	-	21,605	-	-	-	-	21,605	-	21,605
Convertible note issue costs	-	-	(774)	-	-	-	-	(774)	-	(774)
At 31 December 2007 and 1 January 2008	9	440,737	20,831	-	-	(254)	(12,939)	448,384	-	448,384
Exchange differences on translation of financial statements of foreign operation	-	-	-	-	-	(294)	-	(294)	-	(294)
Net expenses recognised directly  in equity	-	-	-	-	-	(294)	-	(294)	-	(294)
Loss for the year	-	-	-	-	-	-	(27,072)	(27,072)	(847)	(27,919)
Total recognised income and  expenses for the year	-	-	-	-	-	(294)	(27,072)	(27,366)	(847)	(28,213)
Placement of new shares (net of issue costs US$943,000)	1	36,788	-	-	-	-	-	36,789	-	36,789
Issue of new shares by conversion of convertible note	1	42,551	(5,498)	-	-	-	-	37,054	-	37,054
Share-based payments	-	-	-	6,189	-	-	-	6,189	-	6,189
Transfer to capital Reserve	-	-	-	-	84	-	(84)	-	-	-
Share of reserves of jointly controlled entities	-	-	-	-	-	-	-	-	19,535	19,535
At 31 December 2008	11	520,076	15,333	6,189	84	(548)	(40,095)	501,050	18,688	519,738

Consolidated Cash Flow Statements

	Year Ended 31 December 2008	Year Ended 31 December 2007
	US$'000	US$'000
Operating activities
Loss before tax	(27,580)	(8,997)
Adjustments for:
Depreciation	2,611	78
Amortisation of leasehold land held for own use under operating leases	16	-
Amortisation for intangible assets	457	-
Share based compensation	6,189	-
Loss on disposal of property, plant and equipment	2	-
Change in fair value of financial derivative	1,500	-
Loss in fair value of convertible notes	732	-
Finance income	(929)	(1,694)
Finance costs	10,957	6,345
Accrued compensation	927	-
Movement in foreign exchange	(242)	(974)
Operating loss before changes in working capital	(5,360)	(5,242)
Increase in inventory	(974)	-
Decrease/(increase) in trade and other receivables	2,600	(825)
Increase in trade and other payables	3,139	1,059
Cash used in operations	(595)	(5,008)
Income tax credit received	430	-
Net cash used in operating activities	(165)	(5,008)
Investing activities
Payments for purchase of property, plant and equipment	(13,486)	(377)
Deposit paid for property, plant and equipment	-	(1,150)
Purchase of leasehold land held for own use under operating leases	(131)	-
Payments for exploration activities	(12,086)	(4,883)
Interest received	929	1,694
Cash paid on acquisition of subsidiary companies net of cash acquired	(48,684)	(25,978)
Net cash used in investing activities	(73,458)	(30,694)
Financing activities
Repayment of short term loan	(3,684)	-
Placement of new shares	36,789	-
Partial repayment of convertible note and interest	(737)	-
Other finance costs paid	(245)	-
Repayment of loan notes and interest	-	(20,785)
Proceeds from issue of convertible note	-	95,000
Convertible note issue costs paid	-	(3,214)
Net cash generated by financing activities	32,123	71,001
Net (decrease)/increase in cash and cash equivalents	(41,500)	35,299
Cash and cash equivalents at beginning of year	54,330	19,031
Cash and cash equivalents at end of year	12,830	54,330

Abridged notes to the financial information for the year ended 31 December 2008

1. Basis of presentation

Green Dragon Gas Ltd (the 'Company') is a company incorporated in the Cayman Islands. This financial information has been prepared in accordance with IFRS, that are effective for accounting periods beginning on or after 1 January 2008. The principal accounting policies used in preparing this financial information are disclosed in the group's full annual report and accounts for the year ended 31 December 2008.

2. Revenue and segment information

	Sales of CBM gas	Well Drilling	Pipelined gas distribution	Gas stations sales	Gas filling equipment sales	Elimination/ unallocated	Consolidated
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
Segment revenue:
Sales to external customers	33	-	19,188	4,059	1,369	-	24,649
Inter-segment sales	-	2,856	-	-	-	(2,856)	-
	33	2,856	19,188	4,059	1,369	(2,856)	24,649
Depreciation	44	477	1,816	78	43	153	2,611
Operating profit/(loss)	(745)	(318)	1,284	708	241	(15,560)	(14,390)
Assets	658,916	28,813	54,438	3,379	1,577	11,854	758,977
Liabilities	200,039	14,101	9,242	1,032	1,035	13,790	239,239

The Group is principally engaged in exploration, development and production of coal bed methane in the PRC, which is regarded as one geographical segment.

3. Loss from operations

Loss from operations is stated after charging/(crediting):

	Year Ended  31 December 2008	Year Ended  31 December 2007
	US$'000	US$'000
Staff costs (note 4)	9,753	1,559
Depreciation of property, plant and equipment	2,611	78
Auditors' remuneration	562	346
Operating lease expense (property)	798	539
Amortization of leasehold land held for own use under operating leases	16	-
Foreign exchange differences, net	257	393

4. Staff costs

	Year Ended  31 December 2008	Year Ended  31 December 2007
	US$'000	US$'000
Staff costs (including directors' emoluments) comprise:
Wages and salaries	3,758	1,061
Employer's national social security contributions	200	100
Share based payment	6,189	-
Other benefits	286	741
	10,433	1,902
Less: expenses capitalised as gas exploration and appraisal assets	(680)	(343)
Total staff costs charged to income statement (note 3)	9,753	1,559

5. Other gains and losses

	Year Ended  31 December 2008	Year Ended  31 December 2007
	US$'000	US$'000
Change in fair value of financial derivative	1,500	-
Fair value loss on convertible notes	732	-
Foreign exchange differences, net	257	393
Government penalty	3	-
Compensation	927	-
	3,419	393

6. Finance income

	Year Ended  31 December 2008	Year Ended  31 December 2007
	US$'000	US$'000
Bank interest income	929	1,694

7. Finance costs

	Year Ended  31 December 2008	Year Ended  31 December 2007
	US$'000	US$'000
Change in fair value of derivative financial liability	1,500	-
Loss on change in terms of convertible loan	732	-
Interest expense on loan notes payable wholly repayable within five years	245	869
Accretion expense calculated using the effective interest rate method	10,712	5,476
	13,189	6,345

8. Taxation

	Year Ended 31 December 2008	Year Ended  31 December 2007
	US$'000	US$'000
Current tax
Charges for current year	(501)	-
Deferred tax
Previously unrecognised deferred tax assets assessed as recoverable at the end of the period	162	163
Total tax	(339)	163

9. Loss per share

Loss per share is based on the loss attributable to ordinary equity holders of the Company of US$27,072,000 (2007: US$8,834,000) and the weighted average of 100,781,021 ordinary shares in issue (2007: 94,513,413 shares) during the year.

Due to the loss arising in the group during both periods the diluted loss per share is considered to be the same as the basic loss per share.

10. Dividends

No dividend has been paid or declared by the Company and its subsidiaries during the year (2007: nil).

11. Events after the balance sheet date

The Company raised a total of US$9,626,478 at a price of US$3.68 per share from its current shareholders pursuant to the offer to shareholders ('Shareholder Offer') announced on 19 February 2009.

Mr. Randeep S. Grewal, the Company's Chairman & CEO, subscribed US$3 million of the total amount raised which was the maximum sum per shareholder allowed under the Shareholder Offer. He will be issued with 815,217 ordinary shares of US$0.0001 each pursuant to the Shareholder Offer.

In agreement with its convertible note holder, the Company redeemed US$2,350,000 of its outstanding convertible bonds and agreed to pay the balance outstanding of  US$10,000,000 on 15 June 2009. On 17 June 2009, the Company agreed with the noteholder for a further extension of the put option date to 3 August 2009. The Company agreed to repay a total of US$500,000 of outstanding interest and principal on 19 June 2009. After the partial repayment, the outstanding principal and interest amounting to US$10,610,000 is to be repaid on 3 August 2009.

12. Publication of non-statutory accounts

The financial information for the years ended 31 December 2008 and 31 December 2007 set out in this announcement does not constitute the Group's statutory financial information but is extracted from the Company's audited financial statements for those years. The auditors have reported on the full accounts for both periods and their reports were unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports.

13. Copies of announcement

The Company's Annual Report and copies of this announcement will be available on the Company's website at www.greendragongas.com and from the offices of the Company's nominated adviser, Smith & Williamson Corporate Finance Limited at 25 Moorgate, London, EC2R 6AY, United Kingdom.

 

END

 

 

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