For release at 0700 on 15 September 2009
TEG GROUP PLC (AIM: TEG)
('TEG' or 'the Company')
INTERIM RESULTS
The TEG Group Plc, the leading green technology company, which converts organic wastes into natural organic fertiliser announces its interim results for the half year ended 30 June 2009.
.
Highlights
Financial
Turnover was in line with Board expectations reflecting anticipated project milestone scheduling for 2009
Gross profit margin was up 11 percent at £1,252,000 (2008: £1,144,000)
The Group announced a profit of £55,000 (2008: £535,000 loss), after share based administration expenses and an exceptional gain of £851,000 negative goodwill on the acquisition in June 2009 of Banham Compost Limited ('BCL')
The Group retains a healthy cash position with a closing balance at 30 June 2009 of £5,816,000
Operational
Financial close of the Greater Manchester Waste Contract concluded on 8 April 2009 - Construction of the first facility is complete and commissioning is underway; construction at the second plant began in August 2009 and planning approval has been gained at the two remaining sites.
TEG completed the acquisition of BCL following a successful share placing by Canaccord Adams to raise £1.9 million before expenses. As part of the acquisition, the Group has acquired the freehold site, buildings and business of the BCL composting operation based in Norfolk.
Plant performance across the group has continued to be good and waste volumes have continued to grow strongly with sales at Sherdley Farm, Todmorden and Perth all at record highs.
The Group announced on 16 June 2009 that it has secured the £1.6 million sale of a TEG Silo Cage plant to Taywell Composting Limited ('TCL') to be installed in Matlock, Derbyshire. TCL now anticipates that it will enter into its Section 106 agreement in the fourth quarter of this year.
Legislative and annual Landfill Tax ('LFT') escalator continues to act as strong stimulus for the diversion of waste from landfill and for the development of new renewable energy and food waste recycling technologies.
TEG's partnership with UTS Biogastechnik GmbH ('UTS') and their joint ability to offer both in-vessel composting ('IVC') and Anaerobic Digestion ('AD') components on tenders significantly enhances TEG's offering and looks to be both opportune and timely following a noticeable emphasis from Government on the potential for Anaerobic Digestion as a form of renewable energy.
Commenting, Nigel Moore, Non-Executive Chairman, TEG Group Plc, said:
'The Group has continued to make excellent progress in the first half of 2009 as is reflected in the trading results. TEG is observing very good market growth and a continued increase in interest in the organic waste sector. The addition of AD technology to TEG's proposition has further broadened the range of opportunities open to TEG and its level of business development activity has significantly increased. The Group is actively developing a number of exciting investment opportunities that offer a high level of sustained, long term revenues'.
'Revenues for plant sales are recognised against completed programme milestones and are determined by activity levels at each project stage. Although certain planned milestones are expected to be achieved after the current year end, the anticipated activity levels on the Greater Manchester build programmes accelerate in the second half of the year. The Board anticipates overall growth in 2009 and anticipates continued growth of the Group beyond this period. The Board is confident that the Group has an exciting future with a strong outlook for trading in the remainder of 2009 and beyond.'
ENDS
Contact: |
|
|
|
The TEG Group Plc |
Tel: 01772 314100 |
|
|
Michael Fishwick, Chief Executive |
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Peckwater PR |
|
Tarquin Edwards |
Tel: 07879 458 364 |
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|
Canaccord Adams (Nomad) |
Tel : 020 7050 6500 |
Robert Finlay / Guy Blakeney |
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Editor's Notes:
TEG
TEG provides an in-vessel composting technology, which is one of the few approved technologies capable of treating animal by-product (ABP) waste. Plant economics are predominantly driven by the gate fees charged, rather than the value of the end product (compost). The TEG process is an economic alternative to landfill.
The Silo Cage system, one of the few technologies in Europe capable of treating this waste, is a natural process producing compost as an end product, used as an excellent soil conditioner that fertilises, retains moisture, provides structure and reduces the incidence of plant disease. TEG's Silo-Cages are housed in self-contained buildings, are not unsightly and are environmentally friendly.
Customers include local authorities, waste management companies, food processors, farmers and landowners. The Company's expanding market is driven by increasingly stringent EU and UK legislation regulating the treatment and disposal of organic waste. Statutory targets for the diversion of waste from landfill increase annually through to 2020, increasing TEG's market opportunity year on year. The Waste Resource Action Programme estimates that 450 composting plants will be needed by 2020 to satisfy local authority requirements alone, and there is increasing demand from the private sector driven by ABP legislation.
NOFCO is a marketing company specialising in the development of end markets for compost products, an important aspect of all plant developments and key to local authority development. The company has an expertise in the development of agricultural and horticultural markets and this capability is to be provided to customers to enhance TEG's overall service offering.
Chairman's statement
I am delighted to present the Group's 2009 interim report for the half year ended 30 June 2009.
Trading for the period has exceeded expectations. Half year revenue for the interim period was in line with Board expectations at £4,484,000 (2008 interim: £6,592,000), reflecting anticipated project milestone scheduling for 2009 which is loaded towards the second half of the year. Profit for the interim period was £55,000 (2008 interim: £535,000 loss), after share based administration expenses of £71,000 (2008 interim £117,000) and a one-off gain of £851,000 relating to negative goodwill arising from the highly successful acquisition in June 2009 of Banham Compost Limited ('BCL'). The Group recorded a gross profit of £1,252,000 (2008 interim £1,144,000). No dividend is recommended.
The Group retains a healthy cash position with a closing balance as at 30 June 2009 of £5,816,000.
Greater Manchester Waste PFI Contract
The contract was signed on 8 April 2009. TEG's contract with Costain is for the construction of 4 in-vessel composting ('IVC') plants with a combined capacity of 175,000 tonnes per annum. The value of the contract is approximately £38 million over the period to 2011.
Construction of the first facility at Waithlands, Rochdale, has proceeded well and commissioning is underway. Construction at the second plant in Bredbury commenced in August 2009. Planning approval has been gained at the two remaining sites in Trafford and Bolton.
Banham Compost Limited Acquisition
As announced on 22 June 2009, the Group completed the acquisition of BCL following a successful share placing to raise £1.9 million before expenses. As part of the acquisition, the Group has acquired the freehold site, buildings and business of the composting operation based in Norfolk. The site has a capacity of 28,000 tonnes per annum.
Under the terms of the acquisition, TEG was able to acquire plant and equipment, including freehold land and buildings at below-fair market value, producing a provisional one-off gain of £851,000, subject to minor adjustment on finalisation of the completion accounts, reflected as a negative good will credit in the statement of comprehensive income.
Group Plant Operations
The contribution from the plant operations business has continued to increase; waste revenues have risen by 54% on the same period last year and the overall trading performance has improved considerably.
Sales at Sherdley Farm in Preston have continued to increase and demand now significantly exceeds capacity. Given that planning restrictions prevent further expansion at the site, the Board is considering options to relocate the plant to expand capacity.
Sales at Todmorden have continued to rise and the plant achieved peak revenues in the second quarter. Calderdale Council has completed the roll-out of its service across the region and waste volumes have grown significantly.
Perth sales have continued to grow steadily and were 13% higher than in the same period in 2008.
Plant Sales and Construction
Revenues for plant sales are recognised against completed programme milestones and are determined by activity levels at each project stage. Consequently, and as had been expected by the Board, as the first Manchester project drew to completion, recognised revenues were reduced on the same period on 2008.
The Group was pleased to announce it has secured the £1.6 million sale of a further TEG Silo Cage plant to Taywell Composting Limited ('TCL') to be installed at its plant in Matlock, Derbyshire. TCL now anticipates that it will enter into its Section 106 agreement in the fourth quarter of this year.
Market Update
The annual Landfill Tax ('LFT') escalator took effect in April 2009 taking LFT to £40 per tonne and together with the statutory targets given to Local Authorities for the diversion of waste from landfill, this has proved to be a significant stimulus for the market. The Group has observed strong market conditions in the first half of the year and it expects these to continue in 2009 and beyond.
In addition, there is a noticeable emphasis from Government on the potential for Anaerobic Digestion ('AD') as a form of renewable energy and TEG is well positioned to benefit from this by virtue of its partnership with UTS Biogastechnik GmbH ('UTS'). UTS is a Munich based market leader in AD technology with an impressive track record of facilities throughout Europe.
The Group has noted a significant and continued increase in Local Authority procurement activity and is pleased that the market is growing in line with expectations.
New Technologies
TEG continues to develop its Anaerobic Digestion partnership with UTS. The ability to offer both IVC and AD components on tenders greatly enhances TEG's attractiveness as a bidder to potential customers. A number of Local Authorities are seeking AD capacity in addition to the now well established TEG Silo Cage technology.
Future Prospects
The Group has continued to make excellent progress in the first half of 2009 as is reflected in the trading results. TEG is observing very good market growth and a continued increase in interest in the organic waste sector. The addition of AD technology to TEG's proposition has further broadened the range of opportunities open to TEG and its level of business development activity has significantly increased. The Group is actively developing a number of exciting investment opportunities that offer a high level of sustained, long term revenues.
Revenues for plant sales are recognised against completed programme milestones and are determined by activity levels at each project stage. Although certain planned milestones are expected to be achieved after the current year end, the anticipated activity levels on the Greater Manchester build programmes accelerate in the second half of the year. The Board anticipates overall growth in 2009 and anticipates continued growth of the Group beyond this period. The Board is confident that the Group has an exciting future with a strong outlook for trading in the remainder of 2009 and beyond.
Nigel Moore
Chairman
15 September 2009
Consolidated statement of comprehensive income
For the six months ended 30 June 2009
|
|
6 months |
6 months |
Year |
|
|
ended |
ended |
ended |
|
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|
Note |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Revenue |
3 |
4,484 |
6,592 |
12,706 |
Cost of sales |
|
(3,232) |
(5,448) |
(10,709) |
|
|
|
|
|
Gross profit |
|
1,252 |
1,144 |
1,997 |
|
|
|
|
|
Administrative expenses |
|
(2,018) |
(1,771) |
(3,773) |
Negative goodwill |
6 |
851 |
- |
- |
Total operating expenses |
|
(1,167) |
(1,771) |
(3,773) |
|
|
|
|
|
Operating profit / (loss) |
|
85 |
(627) |
(1,776) |
|
|
|
|
|
Finance income |
|
50 |
217 |
407 |
Finance costs |
|
(80) |
(125) |
(248) |
|
|
|
|
|
Profit / (loss) before tax |
|
55 |
(535) |
(1,617) |
|
|
|
|
|
Income tax |
|
- |
- |
142 |
|
|
|
|
|
Profit / (loss) for the period |
3 |
55 |
(535) |
(1,475) |
|
|
|
|
|
Other comprehensive income |
|
- |
- |
- |
|
|
|
|
|
Total comprehensive income / (loss) |
|
|
|
|
for the period |
|
55 |
(535) |
(1,475) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
55 |
(535) |
(1,475) |
Retained profit / (loss) |
|
55 |
(535) |
(1,475) |
|
|
|
|
|
Earnings / (loss) per share |
|
|
|
|
Basic earnings / (loss) per share (pence) |
5 |
0.114 |
(1.108) |
(3.055) |
|
|
|
|
|
Diluted earnings / (loss) per share (pence) |
5 |
0.110 |
(1.108) |
(3.055) |
|
|
|
|
|
Consolidated statement of financial position
As at 30 June 2009
|
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|
Note |
£'000 |
£'000 |
£'000 |
ASSETS |
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Goodwill |
|
2,270 |
2,270 |
2,270 |
Property, plant and equipment |
|
13,671 |
10,526 |
11,014 |
Trade and other receivables |
|
- |
90 |
- |
|
|
15,941 |
12,886 |
13,284 |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
89 |
240 |
192 |
Trade and other receivables |
|
4,595 |
5,817 |
3,646 |
Taxation receivable |
|
- |
86 |
142 |
Cash and cash equivalents |
|
5,816 |
6,308 |
6,831 |
|
|
10,500 |
12,451 |
10,811 |
|
|
|
|
|
Total assets |
|
26,441 |
25,337 |
24,095 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
4,152 |
4,497 |
4,189 |
Current portion of long-term borrowings |
|
873 |
232 |
247 |
Current portion of deferred consideration |
|
231 |
245 |
238 |
|
|
5,256 |
4,974 |
4,674 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Long-term borrowings |
|
2,000 |
2,013 |
2,024 |
Long-term deferred consideration |
|
1,287 |
1,487 |
1,390 |
|
|
3,287 |
3,500 |
3,414 |
|
|
|
|
|
Total liabilities |
|
8,543 |
8,474 |
8,088 |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
17,898 |
16,863 |
16,007 |
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the parent |
|
|
|
|
Share capital |
4 |
2,652 |
2,414 |
2,414 |
Share premium |
|
30,884 |
29,357 |
29,357 |
Other reserves |
|
823 |
668 |
752 |
Retained losses |
|
(16,461) |
(15,576) |
(16,516) |
|
|
|
|
|
Total equity |
|
17,898 |
16,863 |
16,007 |
Consolidated statement of changes in equity
For the six months ended 30 June 2009
|
Share capital |
Share premium |
Other reserve |
Retained losses |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Balance at 1 January 2008 |
2,414 |
29,357 |
551 |
(15,041) |
17,281 |
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of share-based payments |
- |
- |
117 |
- |
117 |
Transactions with owners |
- |
- |
117 |
- |
117 |
Loss for the period |
- |
- |
- |
(535) |
(535) |
Total comprehensive income for the period |
- |
- |
117 |
(535) |
(418) |
|
|
|
|
|
|
Balance at 30 June 2008 |
2,414 |
29,357 |
668 |
(15,576) |
16,863 |
|
|
|
|
|
|
Recognition of share-based payments |
- |
- |
84 |
- |
84 |
Transactions with owners |
- |
- |
84 |
- |
84 |
Loss for the period |
- |
- |
- |
(940) |
(940) |
Total comprehensive income for the period |
- |
- |
84 |
(940) |
(856) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2008 |
2,414 |
29,357 |
752 |
(16,516) |
16,007 |
|
|
|
|
|
|
Issue of share capital |
238 |
- |
- |
- |
238 |
Premium on issue of share capital |
- |
1,663 |
- |
- |
1,663 |
Issue costs |
- |
(136) |
- |
- |
(136) |
Recognition of share-based payments |
- |
- |
71 |
- |
71 |
Transactions with owners |
238 |
1,527 |
71 |
- |
1,836 |
Profit for the period |
- |
- |
- |
55 |
55 |
Total comprehensive income for the period |
238 |
1,527 |
71 |
55 |
1,891 |
|
|
|
|
|
|
Balance at 30 June 2009 |
2,652 |
30,884 |
823 |
(16,461) |
17,898 |
Consolidated statement of cash flows
For the six months ended 30 June 2009
|
|
6 months |
6 months |
Year |
|
|
ended |
ended |
ended |
|
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Profit / (loss) after taxation |
|
55 |
(535) |
(1,475) |
Adjustments for: |
|
|
|
|
Negative goodwill |
|
(851) |
- |
- |
Depreciation |
|
493 |
365 |
804 |
Share based administrative expense |
|
71 |
117 |
201 |
Taxation credit recognised in the statement of comprehensive income |
|
- |
- |
(142) |
Finance costs |
|
80 |
125 |
248 |
Finance income |
|
(50) |
(217) |
(407) |
Loss on sale of property, plant and equipment |
|
1 |
17 |
47 |
Increase in trade and other receivables |
|
(908) |
(4,801) |
(2,540) |
Decrease/(increase) in inventories |
|
103 |
(6) |
42 |
(Decrease)/increase in trade payables |
|
(589) |
3,413 |
3,106 |
|
|
|
|
|
Cash used in operations |
|
(1,595) |
(1,522) |
(116) |
Interest paid |
|
(40) |
(80) |
(158) |
Income taxes received |
|
142 |
- |
86 |
|
|
|
|
|
Net cash outflow from operating activities |
|
(1,493) |
(1,602) |
(188) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Acquisition of business - deferred consideration |
|
(150) |
(150) |
(300) |
Acquisition of subsidiary net of cash acquired |
|
(390) |
- |
- |
Purchase of property, plant and equipment |
|
(647) |
(995) |
(1,861) |
Proceeds from sale of equipment |
|
- |
- |
47 |
Interest received |
|
50 |
217 |
407 |
|
|
|
|
|
Net cash outflow from investing activities |
|
(1,137) |
(928) |
(1,707) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of share capital |
|
1,765 |
- |
- |
Repayment of loan |
|
(129) |
(71) |
(142) |
Payment of finance lease liabilities |
|
(21) |
(7) |
(48) |
|
|
|
|
|
Net cash inflow / (outflow) from financing activities |
|
1,615 |
(78) |
(190) |
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(1,015) |
(2,608) |
(2,085) |
Cash and cash equivalents at beginning of period |
|
6,831 |
8,916 |
8,916 |
|
|
|
|
|
Cash and cash equivalents at end of period |
|
5,816 |
6,308 |
6,831 |
Notes to the interim report
1. Nature of operations and general information
The principal activities of The TEG Group Plc and its subsidiaries ('the Group') continue to be the design and production of Silo-cage plants for sale to third party clients, and the design, build and operation of TEG owned facilities.
The TEG Group Plc is the Group's ultimate parent company. It is incorporated and domiciled in Great Britain. The address of TEG Group Plc's registered office, which is also its principal place of business, is Westmarch House, 42 Eaton Avenue, Buckshaw Village, Chorley, PR7 7NA. TEG Group Plc's shares are listed on the Alternative Investment Market of the London Stock Exchange.
The TEG Group Plc's consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company.
These consolidated condensed interim financial statements have been approved for issue by the Board of Directors on 15 September 2009.
The comparative figures are an abridged version of the Group's full financial statements and, together with other financial information contained in this interim report, do not constitute statutory financial statements of the Group within the meaning of section 240 of the Companies Act 1985. Statutory financial statements for the year ended 31 December 2008 have been filed with the Registrar of Companies for England and Wales and have been reported on by the Group's auditors. The report of the auditors was not qualified and did not contain a statement under section 273(2) or (3) of the Companies Act 1985.
2. Basis of preparation
The Group's interim condensed consolidated financial statements are for the six months ended 30 June 2009 and have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS). They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2008.
These condensed consolidated interim financial statements (the interim financial statements) have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year 31 December 2008 except for the adoption of IAS 1 Presentation of Financial Statements (Revised 2007) and IFRS 8
Operating Segments.
During the period, the Group has applied IAS 1 Presentation of Financial Statements (Revised 2007) which has introduced a number of terminology changes (including titles for the condensed financial statements) and has resulted in a number of changes in presentation and disclosure. The revised standard has had no impact on the reported results or financial position of the Group.
The adoption of IFRS 8 has not changed the segments that are disclosed in the interim financial statements. The previous annual and interim financial statements identified segments by reference to the dominant source and nature of the group's risks and returns. These segments are consistent with those used within internal management reporting information that is regularly reviewed by the chief operating decision maker, as required by IFRS 8.
The Group has considerable financial resources available. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully and as such, the interim financial statements have been prepared on a Going Concern basis.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these condensed consolidated interim financial statements.
3. Business segments
For management purposes, the Group is organised into the following business segments: Build own and operate facilities, Sales to third parties, Product management and Other revenue.
The revenues and net result generated by each of TEG Group Plc's business segments are summarised as follows:
6 months to 30 June 2009
|
Build, own and operate |
Sales to third parties |
Product management |
Other revenue |
Consolidated |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Revenue from external customers |
1,355 |
2,971 |
50 |
108 |
4,484 |
|
|
|
|
|
|
Gross profit / (loss) |
144 |
1,059 |
(57) |
106 |
1,252 |
|
|
|
|
|
|
Segment corporate expenses |
(576) |
(427) |
(129) |
- |
(1,132) |
|
|
|
|
|
|
Segment profit / (loss) before taxation |
(432) |
632 |
(186) |
106 |
120 |
|
|
|
|
|
|
Negative goodwill |
|
|
|
|
851 |
Share-based payment expense |
|
|
|
|
(71) |
Unallocated corporate expenses |
|
|
|
|
(815) |
Finance income |
|
|
|
|
50 |
Finance costs |
|
|
|
|
(80) |
|
|
|
|
|
|
Profit before taxation |
|
|
|
|
55 |
|
|
|
|
|
|
Taxation |
|
|
|
|
- |
|
|
|
|
|
|
Profit for the period |
|
|
|
|
55 |
Unallocated corporate expenses include £375,000 in respect of future business and research and development costs.
6 months to 30 June 2008
|
Build, own and operate |
Sales to third parties |
Product management |
Other revenue |
Consolidated |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Revenue from external customers |
917 |
5,648 |
27 |
- |
6,592 |
|
|
|
|
|
|
Gross profit / (loss) |
31 |
1,251 |
(138) |
- |
1,144 |
|
|
|
|
|
|
Segment corporate expenses |
(544) |
(234) |
(126) |
- |
(904) |
|
|
|
|
|
|
Segment profit / (loss) before taxation |
(513) |
1,017 |
(264) |
- |
240 |
|
|
|
|
|
|
Share-based payment expense |
|
|
|
|
(117) |
Unallocated corporate expenses |
|
|
|
|
(750) |
Finance income |
|
|
|
|
217 |
Finance costs |
|
|
|
|
(125) |
|
|
|
|
|
|
Loss before taxation |
|
|
|
|
(535) |
|
|
|
|
|
|
Taxation |
|
|
|
|
- |
|
|
|
|
|
|
Loss for the period |
|
|
|
|
(535) |
Unallocated corporate expenses include £213,000 in respect of future business and research and development costs.
Year to 31 December 2008
|
Build, own and operate |
Sales to third parties |
Product management |
Other revenue |
Consolidated |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Revenue from external customers |
2,108 |
10,518 |
57 |
23 |
12,706 |
|
|
|
|
|
|
Gross profit / (loss) |
120 |
2,074 |
(197) |
- |
1,997 |
|
|
|
|
|
|
Segment corporate expenses |
(997) |
(775) |
(216) |
- |
(1,988) |
|
|
|
|
|
|
Segment profit / (loss) before taxation |
(877) |
1,299 |
(413) |
- |
9 |
|
|
|
|
|
|
Share-based payment expense |
|
|
|
|
(201) |
Unallocated corporate expenses |
|
|
|
|
(1,584) |
Finance income |
|
|
|
|
407 |
Finance costs |
|
|
|
|
(248) |
|
|
|
|
|
|
Loss before taxation |
|
|
|
|
(1,617) |
|
|
|
|
|
|
Taxation |
|
|
|
|
142 |
|
|
|
|
|
|
Loss for the year |
|
|
|
|
(1,475) |
Unallocated corporate expenses include £768,000 in respect of future business and research and development costs.
4. Share Capital
During the period to 30 June 2009, the group issued 4,750,000 shares. Shares issued and authorised for the period to 30 June 2009 may be summarised as follows:
6 months to 30 June 2009 |
|
|
|
Number |
£'000 |
At 1 January 2009 |
48,288,381 |
2,414 |
Issue of shares |
4,750,000 |
238 |
At 30 June 2009 |
53,038,381 |
2,652 |
6 months to 30 June 2008 |
|
|
|
Number |
£'000 |
At 1 January 2008 and 30 June 2008 |
48,288,381 |
2,414 |
Year to 31 December 2008 |
|
|
|
Number |
£'000 |
At 1 January 2008 and 31 December 2008 |
48,288,381 |
2,414 |
The share issue yielded £1,900,000 before expenses and increased equity by £1,765,000.
5. Earnings / (loss) per share
|
6 months |
6 months |
Year |
|
ended |
ended |
ended |
|
30 June 2009 |
30 June 2008 |
31 December 2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Profit / (loss) for the period |
55 |
(535) |
(1,475) |
Basic/diluted earnings / (losses) |
55 |
(535) |
(1,475) |
Adjustments to basic earnings |
|
|
|
Negative goodwill |
(851) |
- |
- |
Underlying losses |
(796) |
(535) |
(1,475) |
|
|
|
|
|
Number |
Number |
Number |
Weighted average number of shares for the purposes of basic earnings per share |
48,445,840 |
48,288,381 |
48,288,381 |
Effect of dilutive potential ordinary shares |
1,585,182 |
- |
- |
Weighted average number of shares for the purposes of diluted earnings per share |
50,031,022 |
48,288,381 |
48,288,381 |
Weighted average number of shares for the purposes of underlying earnings per share |
48,445,840 |
48,288,381 |
48,288,381 |
|
|
|
|
|
Pence |
Pence |
Pence |
Basic earnings / (loss) per share |
0.114 |
(1.108) |
(3.055) |
Diluted earnings / (loss) per share |
0.110 |
(1.108) |
(3.055) |
Underlying loss per share |
(1.643) |
(1.108) |
(3.055) |
Underlying earnings per share has been disclosed to give a clear understanding of the Group's underlying trading performance. It has been calculated using the underlying earnings figures above and the weighted average number of ordinary shares above.
Diluted earnings per share is the basic earnings per share after allowing for the dilutive effect of the conversion into ordinary shares of the number of options outstanding during the period.
6. Business combination
On 25 June 2009, the Group acquired 100% of the issued share capital of Banham Compost Limited, a company based in the UK, for a consideration of £393,000 including costs which was settled in cash. The transaction has been accounted for by the purchase method of accounting.
The allocation of the purchase price to the assets and liabilities of Banham Compost Limited was only provisionally completed by 30 June 2009 due to the timing of the acquisition. The amounts provisionally recognised for each class of the acquiree's assets and liabilities recognised at the acquisition date are as follows:
|
Carrying amount under IFRS |
Provisional fair value adjustments |
Provisional fair value to the group |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Net assets acquired |
|
|
|
Property, plant and equipment |
2,479 |
(55) |
2,424 |
Trade and other receivables |
228 |
(16) |
212 |
Cash and cash equivalents |
3 |
- |
3 |
Total assets |
2,710 |
(71) |
2,639 |
Trade and other payables |
(617) |
(28) |
(645) |
Short-term debt |
(750) |
- |
(750) |
Total liabilities |
(1,367) |
(28) |
(1,395) |
|
|
|
|
Net assets |
|
|
1,244 |
Negative goodwill arising on the acquisition |
|
|
(851) |
|
|
|
393 |
|
|
|
|
Satisfied by |
|
|
|
Acquisition Costs |
|
|
87 |
Cash Consideration |
|
|
306 |
|
|
|
393 |
The negative goodwill arising on the above business combination has been recognised as income in the statement of comprehensive income in the period.
On acquisition, the company name was changed to TEG Energy Limited.
Independent review report to TEG Group PLC
Introduction
We have been engaged by the company to review the condensed financial information in the interim report for the six months ended 30 June 2009 which comprises the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated cash flow statement and notes 1 to 6. We have read the other information contained in the interim report which comprises only the Chairman's statement and considered whether it contains any misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with guidance contained in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the company those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusion we have formed.
Directors' responsibilities
The interim report is the responsibility of, and has been approved by, the directors. The AIM rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim figures are consistent with those which will be adopted in the annual accounts having regard to the accounting standards applicable for such accounts.
Our responsibility
Our responsibility is to express to the company a conclusion on the financial information in the interim report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the financial information in the interim report for the six months ended 30 June 2009 is not prepared, in all material respects, in accordance with the basis of accounting described in note 1.
GRANT THORNTON UK LLP
CHARTERED ACCOUNTANTS
MANCHESTER
15 September 2009