30th Jun 2011 18:27
GEM BIOFUELS PLC
("GEM" or the "Company")
Results for the Year Ended 31 December 2010
GEM Biofuels Plc (AIM: GBF), the emerging feedstock supplier to the global biofuel, biochemical and energy industries, today announces its results for the year ended 31 December 2010.
Operational Highlights
·; 55,700 hectares now planted since commencement of operations
·; Company's plantation program held over until the next plantation season to focus on maximisation of the potential of its existing assets
·; Successful shipping of Company produced Crude Jatropha Oil ("CJO") to, and processing by, third-party customers in the bio fuels and biochemical industries
Financial Highlights
(i) Completion of a placing which raised £300,000 before expenses
(ii) Group loss for the year: £740,754 (2009: £956,183), or a loss per ordinary share of 2.21p (2009: 3.30p)
Post Period Highlights
• Placing of £412,500 in convertible loan notes, some of which involved the capitalising of creditors,
• Raise up to an additional £2.5m of new funding to strengthen the Company's financial position, thereby enabling it to capitalise fully on its position in the market and continue as a going concern
The Company also confirms that its annual report and accounts for the year ended 31 December 2010 have now been posted to shareholders. The date of the Company's AGM has yet to be set, but will be held 33 Athol Street, Douglas, Isle of Man, IM1 1LB and notice of the AGM, including the date, will be circulated to shareholders shortly.
The annual report and accounts are included in this announcement and copies will be available from GEM BioFuels Plc's registered office, 33 Athol St, Douglas, Isle of Man IM1 1LB and may be viewed on, or downloaded from the Company's website www.gembiofuels.com.
Enquiries
GEM Biofuels Plc Shore Capital and Corporate
Paul Benetti Dru Danford/Stephane Auton
Chief Executive Officer +44 (0) 20 7408 4090
+61 (0) 407 039 379
Report of the Chairman and of the Chief Executive Officer
We are pleased to announce the results of GEM BioFuels Plc ("GEM" or the "Company") for the year ended 31 December 2010 and following is our report to shareholders for the year.
GEM is a plantation company which controls, through its wholly-owned subsidiary, 55,700 hectares of owner-managed plantations of Jatropha in Madagascar, which it has planted since the commencement of its plantation operations in 2005 and exclusive access to 40,000 hectares of natural forest that contains substantial numbers of mature Jatropha trees. Together, these represent a significant area under management, which sets the Company apart from other companies involved with Jatropha.
The Company and its wholly-owned subsidiary (together the "Group") are focused on establishing and maintaining operations that will enable it to provide sustainable feedstock for the global biofuel, biochemical and energy industries, where the increasing demand outlook provides GEM with an excellent platform for future growth.
Year of continued consolidation
2010 was a year of continued consolidation for the Company. Difficult capital markets meant that the Company's capital raising activities were limited to £300,000 in July 2010, which restricted it to maintaining only basic operations.
During the year the Company focused on continuing to evolve its commercial and operating model, to ensure that it is ready for when the production is ready to commence. This involved, among other things, the sale and shipping of crude Jatropha oil that had been produced from commercial seed crushing operations undertaken in 2009.
Operational Review
The limited working capital position meant that no additional plantation work was carried out during the 2010/11 season, with the focus being on preparing existing plantation areas, storage and processing arrangements for increased production expected in the future. First crude oil sales occurred during the year and these confirmed the saleability of the Company's product and the logistics of packaging and shipping. These sales, along with the results of our commercial crushing pilot in 2009 now form the basis of planning for our own crushing operations in Madagascar.
GEM continues to focus on its target of establishing large-scale, low-cost, sustainable plantations under company management in Madagascar and planning for future planting campaigns is currently underway.
Financial Review
In the year ended 31 December 2010, the Group's loss on ordinary activities after taxation was £740,754 (2009: £956,183), or a loss per ordinary share of 2.21p (2009: 3.30p).
In July 2010 the Company completed a placement, raising £300,000 before expenses. The Group's cash balance at the end of the year was £8,190 (2009: £102,940). Since the end of the financial year, the Company has raised £412,500 through a private placement of non-interest bearing Loan Notes that are convertible into fully-paid, ordinary shares of the Company. This placement involved the raising of £200,000 in new cash and the reduction of creditors through the capitalization of £212,500 in debts.
We continue to work on a larger capital raising round which we expect to complete prior to the end of the current financial year.
Staff
We would again like to thank all the staff at GEM for their hard work and determination to see the Company's plans come to fruition. Without their effort and dedication we could not have made or continue to make the progress we have or expect in the future.
Outlook
The Company's outlook is positive as we strive to capitalise on our experience and growing knowledge base to allow us to participate in the expanding biofuels markets, which represent the largest opportunity for our products, and the increasing new markets available in the biochemical and energy sectors. We expect continued growth in our target markets as new technologies and government mandates point towards their ongoing expansion.
We continue to be convinced about the potential of the opportunities we have before us and the strength of the benefits that could be derived from them by all our various stakeholders. However, as we said in our 2009 Annual Report, in order to capitalise fully on our opportunities we need to raise up to an additional £2.5 million of new funds. We are progressing well with this and hope to make an announcement shortly.
Simon D Hunt
Non-Executive Chairman
Paul R Benetti
Chief Executive Officer
Date: 30 June 2011
Directors' report
The directors present their annual report on the affairs of GEM BioFuels Plc (the "Company") and of its subsidiary (together the "Group"), together with the financial statements and independent auditors' report, for the year ended 31 December 2010.
Principal activity
GEM BioFuels Plc has been formed to establish plantations that will provide low-cost, sustainable feedstock to the rapidly growing global biofuel and biochemical markets through focusing on the deployment of company-managed operations.
Result for yearThe Group's loss for the year ended 31 December 2010 was £740,754 (2009: £956,183). The Company made a loss for the year ended 31 December 2010 of £686,650 (2009: £776,391).
Dividends
The directors do not recommend the payment of a dividend for the year ended 31 December 2010 (2009: £nil).
Directors
The directors, who served throughout the year and to date, were as follows:
Date of appointment | Date of resignation | ||
Simon Hunt | Non-Executive Chairman | 15 October 2007 | - |
Paul Benetti | Chief Executive | 20 December 2005 | - |
Malcolm Williams | Non-Executive Director | 15 October 2007 | - |
Pritesh Desai | Non-Executive Director | 6 December 2005 | 5 May 2010 |
Directors' interests
The directors who held office at 31 December 2009 have the following interests in the Company's ordinary share capital as at that date:
Shares | Shares | Options | Options | |||
at 31 December 2010 | at 31 December 2009 | at 31 December 2010 | at 31 December 2009 | |||
Simon Hunt | - | - | 210,0001 | 210,0001 | ||
Paul Benetti | 776,000 | 776,000 | 840,0001 | 840,0001 | ||
Malcolm Williams | - | - | 140,0001 | 140,0001 |
1 These options are exercisable at £0.60 per share and lapse after 5 years. These options vested as to one half on 17 October 2008 and the other half after 17 October 2009.
Further details with respect to the above options granted to directors are set out in note 21. No director held any other interests in the Group during the year and to date.
Corporate governance
As an AIM-listed company, the Company is not required to comply with the revised Combined Code, issued by the Financial Reporting Council in June 2006, ("Combined Code"). However, the Directors recognised the value of the provisions set out in the Combined Code and have therefore decided to provide certain corporate governance disclosures based on the disclosures required of a fully listed company.
The Board has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities. The Audit Committee and the Remuneration Committee are comprised of Simon Hunt (Chairman) and Malcolm Williams.
The Audit Committee receives and reviews reports from management and the Group's auditors relating to the interim and annual financial statements and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group's auditors.
The Remuneration Committee reviews the scale and structure of the Executive Directors' remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the Board. The Remuneration Committee also administers the Group's share option scheme.
Going concern basis
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman and CEO's Review and this Directors' Report. The financial position of the Group, its cash flows, liquidity position and capital requirements are also described in these financial statements on pages 11 to 14. In addition, notes 22 and 25 of the financial statements include the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.
As highlighted in note 2(b) the Group's forecasts and projections, taking account of reasonably possible changes in trading variables, such as sale prices, oil and seed yields, operating costs and maturation of plantations, show that the Group will need to raise additional, new capital if it is to execute its current operating plan. The Group has, since 31 December 2010:
·; raised £412,500 in new funds through the issue of a convertible loan note; and
·; had initial discussions with interested parties regarding the raising of up to an additional £2.5 million of new funding and, although no commitments have been made, no matters have been drawn to the Group's attention to suggest that the capital raising may not be achievable on acceptable terms.
The directors have a reasonable expectation that the Company and the Group have, or will have, adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Substantial shareholding interests
The following shareholdings of 3% or more of the ordinary share capital of the Company are set out in the register of members of the Company as at 31 December 2010 and 15 June 2011.
31 December 2010 | 31 December 2010 | 15 June 2011 | 15 June 2011 | ||||
Number | % | Number | % | ||||
Credit Suisse Client Nominee | 17,926,500 | 50.71 | 17,926,500 | 50.71 | |||
BBHISL Nominees | 3,533,333 | 9.99 | 3,533,333 | 9.99 | |||
Sweet Global Holdings | 2,008,000 | 5.68 | 2,008,000 | 5.68 | |||
Diana Lalor | 2,000,000 | 5.66 | 2,000,000 | 5.66 | |||
Natural Fuels Limited | 1,083,334 | 3.06 | - | - | |||
Total | 26,551,167 | 75.10 | 25,467,833 | 72.04 |
Auditors
A resolution to appoint Mazars LLP as the auditors was passed in the year.
Approved by the Board of Directors and signed on behalf of the Board.
___________________________
Paul R Benetti (Director)
Date: 30 June 2011
Statement of directors' responsibilities
The Directors are responsible for preparing the Annual Report comprising the Report of the Chairman and of the Chief Executive Officer, the Directors' Report, and financial statements prepared in accordance with applicable laws and regulations. The Directors have elected to prepare financial statements of the Company and the Group in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB. Isle of Man company law requires the Directors to prepare such financial statements in accordance with relevant accounting standards and the Companies Acts 1931 to 2004.
International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company's position, financial performance, and cash flows. This requires the faithful representation of the effects of the transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income, and expenses set out in the International Accounting Standard's 'Framework for the Preparation and Presentation of Financial Statements'. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards. Directors are also required to:
·; properly select and apply accounting standards;
·; present information, including accounting policies, in a manner that provides relevant, reliable, comparable, and understandable information;
·; prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business; and
·; provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users to understand the impact of particular transactions, other events, and conditions on the entity's financial position and financial performance.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group, for the system of internal control, for safeguarding assets, for taking reasonable steps for the prevention and detection of fraud, and other irregularities and for the preparation of a Directors' Report which complies with the requirements of the Companies Acts 1931 to 2004.
The Directors are responsible for the maintenance and integrity of the company website. Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent auditor's report to the members of GEM BioFuels PLC
We have audited the consolidated and parent company financial statements of GEM BioFuels PLC for the year ended 31 December 2010 which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities Statement set out on page 10, the directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors. This report is made solely to the company's members as a body in accordance with Section 15 of the Isle of Man Companies Act 1982. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's 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 and the company's members as a body for our audit work, for this report, or for the opinions we have formed.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.
In addition, we read all the financial information and non financial information contained in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on the financial statements
In our opinion the parent company financial statements:
·; give a true and fair view of the state of the company's affairs as at 31 December 2010 and of its loss for the year then ended;
·; have been properly prepared in accordance with IFRSs as adopted by the European Union; and
·; have been prepared in accordance with the requirements of the Isle of Man Companies Act 1931- 2004.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Isle of Man Companies Act 1931 - 2004 requires us to report to you if, in our opinion:
·; adequate accounting records have not been kept by the parent company, or
·; returns adequate for our audit have not been received from branches not visited by us; or
·; the parent company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
·; certain disclosures of directors' remuneration specified by law are not made; or
·; we have not received all the information and explanations we require for our audit.
Emphasis of matter - Going concern & valuation of assets
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosures made in note 2(b) to the financial statements concerning the Company and Group's ability to continue as going concerns. The Company and the Group have incurred a net loss after tax for the year ended 31 December 2010 of £686,650 and £740,754 respectively and experienced net cash outflows from operations of £345,048 and £403,303 respectively. As disclosed in note 2(b), additional funding is still required and along with other matters explained in note 2(b) to the financial statements, these conditions indicate the existence of a material uncertainty which casts significant doubt about the ability of the Company and of the Group to continue as going concerns and to realise their assets and discharge their liabilities in the normal course of business at the amounts stated in these financial statements. The financial statements do not include the adjustments that would result if the Company and Group were unable to continue as going concerns and if they were required to realise their assets and extinguish their liabilities other than in the normal course of business and at amounts different to those stated in these financial statements.
Mazars LLP
Chartered Accountants
Tower Bridge House
St Katharine's Way
London
E1W 1DD
30 June 2011
Consolidated and Company Statements of Comprehensive Income for the year ended 31 December 2010 | |||||||
Note | 2010 Group £ | 2009 Group £ | 2010 Company£ | 2009 Company£ | |||
Revenue | 20,247 | - | 17,653 | - | |||
Cost of sales | (15,421) | - | (11,803) | - | |||
Gross profit | 4,826 | - | 5,850 | - | |||
Administrative expenses | 5 | (807,134) | (1,073,209) | (688,284) | (912,777) | ||
Finance income | 8 | 216 | 1,724 | 189 | 1,724 | ||
Foreign exchange gains and (losses) | 63,369 | 123,356 | (2,717) | 139,115 | |||
Finance costs | 8 | (2,031) | (8,054) | (1,688) | (4,453) | ||
Loss before tax | (740,754) | (956,183) | (686,650) | (776,391) | |||
Tax expense | 9 | - | - | - | - | ||
LOSS FOR THE YEAR | (740,754) | (956,183) | (686,650) | (776,391) | |||
Exchange difference in translation of foreign operations | (32,832) | (371,800) | 116,667 | (412,853) | |||
TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (773,586) | (1,327,983) | (569,983) | (1,189,244) | |||
Loss per ordinary share | 19 | ||||||
Basic and diluted loss per ordinary share (pence) | 2.21 | 3.30 | 2.05 | 2.68 | |||
Notes to the financial statements are included on pages 15 to 30. | |||||||
Consolidated and Company Statements of Financial Position as at 31 December 2010 | |||||||||
Note | 2010 Group £ | 2009 Group £ | 2010 Company £ | 2009 Company £ | |||||
ASSETS | |||||||||
Non current assets | |||||||||
Goodwill | 11 | 1,016,241 | 987,309 | - | - | ||||
Property, plant and equipment | 12 | 23,692 | 27,782 | 11,520 | 1,717 | ||||
Loan to subsidiary | 10 | - | - | 2,191,857 | 2,064,782 | ||||
Biological assets | 13 | 921,765 | 943,848 | - | - | ||||
Investment in subsidiary | 18 | - | - | 969,450 | 941,850 | ||||
Other assets | - | 716 | - | - | |||||
1,961,698 | 1,959,655 | 3,172,827 | 3,008,349 | ||||||
Current Assets | |||||||||
Inventories | 14 | - | 31,657 | - | - | ||||
Trade receivables | 8,993 | - | 8,993 | - | |||||
Prepayments | 8,969 | - | 8,742 | - | |||||
VAT refundable | 15,218 | 2,291 | 14,120 | 1,333 | |||||
Cash and cash equivalents | 8,190 | 102,940 | 1,142 | 102,294 | |||||
41,370 | 136,888 | 32,997 | 103,627 | ||||||
TOTAL ASSETS | 2,003,068 | 2,096,543 | 3,205,824 | 3,111,976 | |||||
LIABILITIES | |||||||||
Current liabilities | |||||||||
Trade and other payables | 15 | 501,251 | 121,140 | 479,359 | 115,528 | ||||
TOTAL LIABILITIES | 501,251 | 121,140 | 479,359 | 115,528 | |||||
NET CURRENT (LIABILITIES) / ASSETS | (459,881) | 15,748 | (446,462) | (11,901) | |||||
NET ASSETS | 1,501,817 | 1,975,403 | 2,726,465 | 2,996,448 | |||||
EQUITY | |||||||||
Issued capital | 16 | 353,515 | 316,015 | 353,515 | 316,015 | ||||
Share premium | 16 | 4,999,556 | 4,737,056 | 4,999,556 | 4,737,056 | ||||
Currency translation reserve | 191,883 | 224,715 | 540,128 | 423,461 | |||||
Share option reserve | 686,524 | 686,524 | 686,524 | 686,524 | |||||
Accumulated losses | (4,729,661) | (3,988,907) | (3,853,258) | (3,166,608) | |||||
TOTAL EQUITY | 1,501,817 | 1,975,403 | 2,726,465 | 2,996,448 | |||||
These financial statements were approved by the Board of Directors and authorised for use on 30 June 2011. | |||||||||
Signed on behalf of the Board of Directors by: | |||||||||
Simon D Hunt Non-Executive Chairman | Paul R Benetti Chief Executive Officer | ||||||||
Notes to the financial statements are included on pages 15 to 30. |
Consolidated and Company Statements of Changes in Equity
for the year ended 31 December 2010
Note | Share Capital | Share Premium | Currency Translation Reserve | Share Option Reserve | Accumulated Losses | Total | |||||
£ | £ | £ | £ | £ | £ | ||||||
2009 GROUP | |||||||||||
Balance at 1 January 2009 | 276,015 | 4,391,866 | 596,515 | 589,043 | (3,032,724) | 2,820,715 | |||||
Total comprehensive loss for the year | - | - | (371,800) | - | (956,183) | (1,327,983) | |||||
Issue of shares | 16 | 40,000 | 345,190 | - | - | - | 385,190 | ||||
Issue of options | - | - | - | 97,481 | - | 97,481 | |||||
Balance as at 31 December 2009 | 316,015 | 4,737,056 | 224,715 | 686,524 | (3,988,907) | 1,975,403 | |||||
2010 GROUP | |||||||||||
Balance at 1 January 2010 | 316,015 | 4,737,056 | 224,715 | 686,524 | (3,988,907) | 1,975,403 | |||||
Total comprehensive loss for the year | (32,832) | (740,754) | (773,586) | ||||||||
Issue of shares | 16 | 37,500 | 262,500 | - | - | - | 300,000 | ||||
Balance as at 31 December 2010 | 353,515 | 4,999,556 | 191,883 | 686,524 | (4,729,661) | 1,501,817 | |||||
2009 COMPANY | |||||||||||
Balance at 1 January 2009 | 276,015 | 4,391,866 | 836,314 | 589,043 | (2,390,217) | 3,703,021 | |||||
Total comprehensive loss for the year | - | - | (412,853) | - | (776,391) | (1,189,244) | |||||
Issue of shares | 16 | 40,000 | 345,190 | - | - | 385,190 | |||||
Issue of options | 16 | - | - | - | 97,481 | 97,481 | |||||
Balance as at 31 December 2009 | 316,015 | 4,737,056 | 423,461 | 686,524 | (3,166,608) | 2,996,448 | |||||
2010 COMPANY | |||||||||||
Balance at 1 January 2010 | 316,015 | 4,737,056 | 423,461 | 686,524 | (3,166,608) | 2,996,448 | |||||
Total comprehensive loss for the year | 116,667 | - | (686,650) | (569,983) | |||||||
Issue of shares | 16 | 37,500 | 262,500 | - | - | - | 300,000 | ||||
Balance as at 31 December 2010 | 353,515 | 4,999,556 | 540,128 | 686,524 | (3,853,258) | 2,726,465 | |||||
Notes to the financial statements are included on pages 15 to 30
Consolidated & Company Statements of Cash Flow for the year ended 31 December 2010 | |||||||
Note | 2010 Group £ | 2009 Group £ | 2010 Company£ | 2009 Company£ | |||
Cash flows from operating activities | |||||||
Cash used in operations | 17 | (403,303) | (878,383) | (345,048) | (950,705) | ||
Cash flows from investing activities | |||||||
Purchases of property, plant and equipment | (13,845) | (2,604) | (13,827) | (465) | |||
Purchases of plantation assets | - | (422,012) | - | - | |||
Interest received | 216 | 1,724 | 189 | 1,724 | |||
Interest paid | (2,032) | (8,054) | (1,688) | (4,453) | |||
Loans to subsidiary | - | - | (127,075) | (225,414) | |||
Net cash used in investing activities | (15,661) | (430,946) | (142,401) | (228,608) | |||
Cash flows from financing activities | |||||||
Proceeds from issue of shares | 300,000 | 500,000 | 300,000 | 500,000 | |||
Payment for share issue costs | - | (114,810) | - | (114,810) | |||
Net cash provided by financing activities | 300,000 | 385,190 | 300,000 | 385,190 | |||
Net decrease in cash and cash equivalents | (118,964) | (924,139) | (187,449) | (794,123) | |||
Cash and cash equivalents at the beginning of the year | 102,940 | 1,070,753 | 102,294 | 849,738 | |||
Effects of exchange rate changes on the balance of cash held in foreign currencies | 24,214 | (43,674) | 86,297 | 46,679 | |||
Cash and cash equivalents at the end of the year | 8,190 | 102,940 | 1,142 | 102,294 | |||
Notes to the financial statements are included on pages 15 to 30. | |||||||
1. GENERAL INFORMATION
GEM BioFuels PLC (the "Company") is a company domiciled and incorporated in the Isle of Man, and was incorporated on 6 December 2005. The Company's ordinary shares are traded on the London Stock Exchange's Alternative Investment Market ("AIM").
The consolidated and company accounts for GEM BioFuels Plc and its subsidiary (the "Group") have been prepared for the year ended 31 December 2010.
The Company's registered address is 33 Athol St, Douglas, Isle of Man, IM1 1LB.
The functional currency of the Company and the Group is the United States Dollars ('USD') as it is the currency of the primary economic environment in which the Group operates. The consolidated financial statements are presented in Pounds Sterling (presentation currency) for the convenience of readers. The translation between the functional and presentation currency is in accordance with the policy set out in Section 2(g) below.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB as they apply to the financial statements of the Group for the year ended 31 December 2010.
New standards and amendments
The following new standards, amendments and interpretations became effective during the year and have been applied from 1 January 2010.
Amendments to IFRS 2 relating to group cash-settled share-based payment transactions
IFRS 3 comprehensive revision on applying the acquisition method
Consequential amendments to IAS 27, IAS 28 & IAS 31 arising from amendments to IFRS 3
Amendments to IAS 39 relating to eligible hedged items and embedded derivatives when reclassifying financial
instruments.
Amendments to IFRIC 14 with respect to voluntary prepaid contributions
IFRIC 17 Distribution of Non-cash Assets to Owners
IFRIC 18 Transfers of Assets from Customers
IFRIC 19 Extinguishing Liabilities with Equity Instruments
All amendments arising from annual improvements to IFRSs are not deemed to have a material effect on the
financial statements.
New IFRS standards and interpretations not applied
At the date of approval of these financial statements, the following Standards and Interpretations which may be applicable to the Group, but have not been applied in these financial statements, were in issue but not yet effective:
Amendments to IFRS 7 Enhancing disclosures about transfers of financial assets (1July 2011)
IFRS 9 - Classification and Measurement of Financial Assets and Financial Liabilities (1 January 2013)
IFRS 10 - Consolidated Financial Statements (1 January 2013)
IFRS 11 - Joint Arrangements (1 January 2013)
IFRS 12 - Disclosures of Interests in Other Entities (1 January 2013)
IFRS 13 - Fair Value Measurement (1 January 2013)
Amendments to IAS 1 Revising the way other comprehensive income is presented (1 July 2012)
Amendments to IAS 12 - Limited scope amendments (recovery of underlying assets) (1 July 2012)
IAS 19 Amended standard resulting from the Post Employment Benefits and Termination Benefits project (1 January 2011)
IAS 24 - Revised definition of related parties (1 January 2011)
Reissued as IAS 27 Separate Financial statements (as amended in 2011) (1 January 2013)
Reissued as IAS 28 Investments in Associates and Joint Ventures (as amended in 2011) (1 January 2013)
Amendments to IAS 32 Relating to classification of rights issues (1 February 2010)
Amendments to IFRIC 14 Relating to voluntary prepaid contributions (1 January 2011)
All amendments arising from annual improvements to IFRSs are not deemed to have a material effect on the
financial statements.
The directors anticipate that all of the above standards and interpretations will be adopted when effective and that the adoption of these Standards and Interpretations will have no material impact on the financial statements of the Group in the period of initial application.
(b) Basis of preparation
The Group financial statements are prepared on the historical cost basis.
The accounting policies have been consistently applied to the results, gains and losses, assets, liabilities and cash flows of entities included in the consolidated financial statements.
The preparation of financial statements in conformity with IFRSs requires the Directors to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that year or in the year of the revision and future periods if the revision affects both current and future years.
The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity.
The Company and the Group have incurred a net loss after tax for the year ended 31 December 2010 of £686,650 and £740,754respectively (2009: £776,391 and £956,183 respectively) and experienced net cash outflows from operations of £345,048 and £403,303 respectively (2009: £950,705 and £878,383 respectively). As at 31 December 2010 the Company and the Group had net current (liabilities) of (£446,362) and (£459,881)respectively (2009: (£11,901) and £15,748 respectively). These conditions indicate the existence of a material uncertainty which may cast significant doubt about the ability of the Company and the Group to continue as going concerns and mean that they may be unable to realise their assets and discharge their liabilities in the normal course of business.
During the year and to the date of this report the Directors have taken steps to ensure the Company and the Group continue as going concerns. These steps have included:
(i) Entering into discussions with a number of potential investors regarding the raising of additional equity funds to progress the Group's project in Madagascar;
(ii) Appointment of Shore Capital and Libertas to assist the Company in raising additional equity funds;
(iii) Entering into discussions with a number of potential off-take parties; and
(iv) The Directors have reviewed the quantum and timing of all discretionary expenditure and wherever necessary these costs will be minimised or deferred to suit the Company's and Group's cashflows.
The Company and the Group have not obtained any debt funding and has no external debts at the date of this report other than £412,500 in convertible loan funds. Further the Company and the Group do not have any significant commitments.
The ability of the Company and the Group to continue as going concerns and to pay their ongoing liabilities as and when they fall due is dependent on a combination of the following:
(i) Successful completion of the proposed fund raising of up to £2.5 million; and
(ii) Ongoing and active management of the expenditure incurred by the Group to protect current cash levels.
The Directors have reviewed the Company's and the Group's overall position and outlook in respect of the matters identified above and are of the opinion that the use of the going concern basis is appropriate in the circumstances.
Notwithstanding this, there are a number of matters upon which the going concerns of the Company and the Group are dependent and should these matters not be satisfactorily resolved, and in particular should the proposed capital raising not be successful, there is significant uncertainty whether the Company and the Group will be able to continue as going concerns.
Should the Company and the Group be unable to continue as going concerns, they may be required to realise their assets and extinguish their liabilities other than in the normal course of business and at amounts different from those stated in the financial report.
(c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
(c) Basis of consolidation (continued)
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for resale in accordance with IFRS 5 Non Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceed the cost of the business combination, the excess is recognised immediately in profit or loss.
(d) Goodwill
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually.
(e) Revenue recognition
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount. Sales revenue is recognised and accrued at the time that the product is shipped to the customer and invoice for the item(s) has been issued.
(f) Leases
Leases are classified as finance leases whenever the terms of the lease substantially transfer the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Group only has operating leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
(g) Foreign currencies
The functional currency of the Company and subsidiaries is considered to be United States Dollars as the currency of the primary economic environment in which the Group operates. For the purpose of the consolidated financial statements, the results and financial position of the Company and Group are expressed in Pounds Sterling.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the year in which they arise except for:
·; exchange differences which relate to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on foreign currency borrowings;
·; exchange differences on transactions entered into to hedge certain foreign currency risks (see below under derivative financial instruments and hedge accounting); and
·; exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during that year, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified as other comprehensive income and transferred to the Group's translation reserve. Such translation differences are recognised as income or as expenses in the year in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
(h) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
(i) Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company or the Group after deducting all of its liabilities.
Trade payables
Trade payables are measured at cost which is deemed to equate to fair value.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Derivative financial instruments and hedge accounting
The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group does not use derivative financial instruments for speculative purposes.
(i) Financial instruments (continued)
Compound instruments
The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or upon the instruments reaching maturity. The equity component initially brought to account is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects and is not subsequently remeasured.
(j) Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
(k) Property, plant and equipment
Items of property, plant and equipment are initially recorded at cost, being the fair value of consideration provided plus incidental costs, including an amount for dismantling costs where applicable. Items of plant and equipment, including motor vehicles, fixtures and fittings and leasehold improvements are depreciated from the date of acquisition using the straight line method over their estimated useful lives. Depreciation rates are reviewed annually.
The depreciation rates used for each class of asset are as follows:
Motor vehicles 25%
Fixtures and equipment 5% - 40%
(l) Biological assets
A biological asset is a living animal or plant. The Group has determined that it has a biological asset being the Jatropha trees in Madagascar. A biological asset is required to be recognised when the company controls the asset as a result of a past event, it is probable that the future economic benefits associated with the asset will flow to the entity and the fair value or cost of the asset can be measured reliably.
The biological asset should be measured on initial recognition and at each balance sheet date at its fair value less estimated point of sale costs, except where the fair value cannot be measured reliably. Fair value is not reliably measurable when market determined prices are not available and for which alternative measures of fair value are clearly unreliable. For these reasons and the fact that the planted areas are relatively immature and still to yield substantial harvests, the Directors do not believe it is possible to reliably measure the fair value of these asset and, as such, have not used fair value accounting.
Costs incurred may approximate fair value when little biological transformation has taken place since the initial cost occurrence. As disclosed in note 13, the Group recognises plantation assets at cost, this being the directors' best estimation of fair value. Depreciation of these assets commences when assets are ready for their intended use.
Changes in the fair value (gains and/or losses) of the biological asset are recorded in the statement of comprehensive income in the period in which the change occurs.
(m) Impairment of assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.
(n) Inventories
Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, with the majority being valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
(o) Share-based payments
Equity-settled share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of a binomial model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Further details on how the fair value of equity-settled share-based transactions has been determined can be found in note 21.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit and loss over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefits reserve.
No amount has been recognised in the financial statements in respect of other equity-settled share based payments.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the process of applying the Group's accounting policies, which are described in note 2, the Directors have made the following judgements that have the most significant effect on the amounts recognised in the financial statements.
Impairment of goodwill
Following a detailed review of the business combinations acquired, the Directors are satisfied that the carrying amount of the goodwill is justified and no impairment loss is to be recognised at the year end. In making their assessment, the Directors have made certain assumptions which underpin the value. Refer to note 11 for details of the assumptions made.
Impairment of biological assets
Following a review of the Group's plantation and forest assets, the Company has determined that as at 31 December 2009 the biological asset will be measured at the cost of initial planting as little biological transformation had occurred at 31 December 2010 and accordingly cost reflected the best approximation of fair value. Further, the Group's interest in wild forests continues to be carried at nil value. In making their assessment, the Directors have made certain assumptions which underpin the value. Refer to note 13 for details of the assumptions made.
Valuation of Share Based payments
Share options are required to be valued at the grant date. The Directors have made certain assumptions which underpin the value assigned to the options. Refer to note 21 for details of the assumptions made.
4. SEGMENT REPORTING
The Group is considered to be represented by one operating segment that is based on its principal activity which is to provide feedstock to the biofuels and biochemical markets. The Group operated in one geographical location, being Madagascar, and has a corporate office in Australia. Consequently, the Directors consider that the Group has one reportable segment. Revenues of £20,247 for the year have been derived from sales of oil to three customers, one located in Madagascar and two outside Madagascar. The customer in Madagascar accounted for £2,594 of these revenues, while the two non-Madagascan customers accounted for £9,007 and £8,646 respectively. At 31 December 2010, the Group's non-current assets held in Australia and Madagascar were £11,520 (2009: £1,717) and £1,950,178 (2009: £1,957,938) respectively.
5. ADMINISTRATIVE EXPENSES
Operating loss is stated after charging:
| 2010 Group £ | 2009 Group £ | 2010 Company £ | 2009 Company £ | |
Legal & professional fees | 74,853 | 83,057 | 73,726 | 72,892 | |
Audit fees | 31,536 | 46,747 | 31,536 | 46,747 | |
Consultants' fees | 630 | 1,939 | - | 872 | |
Depreciation | 17,409 | 26,411 | 4,077 | 2,807 | |
Rental fees | 32,119 | 41,091 | 23,400 | 12,911 | |
Wages and salaries | 484,139 | 608,743 | 432,078 | 556,039 | |
Other administrative expenses | 98,448 | 177,216 | 55,467 | 132,504 | |
Non-Executive Directors' emoluments | 68,000 | 88,005 | 68,000 | 88,005 | |
807,134 | 1,073,209 | 688,284 | 912,777 |
6. STAFF NUMBERS AND COSTS
The average number of persons employed by the Group (including Directors) during the year, by category, was as follows:
2010 | 2009 | ||
Executive directors | 1 | 3 | |
Technical | 2 | 2 | |
Administration | 24 | 32 | |
Total | 27 | 37 |
The costs incurred in respect of these employees (including Directors) were:
2010 £ | 2009 £ | ||
Total (including social security costs) | 484,139 | 608,743 |
The average number of persons employed by the Company (including Directors) during the year, by category, was as follows:
2010 | 2009 | ||
Executive directors | 1 | 3 | |
Administration | 1 | 2 | |
Total | 2 | 5 |
The costs incurred in respect of these employees (including Directors) were:
2010 £ | 2009 £ | ||
Total (including social security costs) | 378,471 | 556,039 |
7. DIRECTORS' REMUNERATION
Basic Salary £ |
Fees £ | Share Options £ | Total 2010 £ | Total 2009 £ | |
Executive directors | |||||
Paul R Benetti | 213,609 | - | - | 213,609 | 225,234 |
Adam W Broadhurst (i) | - | - | - | - | 142,229 |
Frank B Tiller (ii) | - | - | - | - | 14,141 |
Non-executive directors | |||||
Simon D Hunt (iii) | - | 36,000 | - | 36,000 | 54,211 |
Malcolm F Williams | - | 24,000 | - | 24,000 | 33,307 |
Pritesh R Desai (iv) & (v) | - | 8,000 | - | 8,000 | 24,000 |
213,609 | 68,000 | - | 281,609 | 493,122 |
(i) Resigned 29 September 2009 and Share Options retained as remained an employee of the Company
(ii) Resigned 29 September 2009 and Share Options forfeited in accordance with Employee Share Option Plan
(iii) These amounts (£36,000 fees) are paid to Cornerstone Capital Limited, a company of which Simon Hunt is both a Director and shareholder
(iv) These amounts are paid to Cavendish Trust Limited, a company of which Pritesh Desai is both a Director and shareholder
(v) Resigned 5 May 2010
8. NET FINANCING (EXPENSE)/INCOME
2010 Group £ | 2009 Group £ | 2010 Company £ | 2009 Company £ | ||
Interest income from financial institutions | 216 | 1,724 | 189 | 1,724 | |
Gross interest expenses | (2,031) | (8,054) | (1,688) | (4,453) | |
Net financing (expense) | (1,815) | (6,330) | (1,499) | (2,729) |
9. INCOME TAX EXPENSE
The Income Tax (Amendment) Act 2006 provides that a standard zero rate of income tax will apply to the Company in the Isle of Man for 2006/07 and subsequent years of assessment. Therefore no provision for liability to Isle of Man income tax has been included in these accounts.
The Company's subsidiary pays tax at a rate of 30% on its taxable profits. No tax charge has been recorded in the current year in respect of the operations of the subsidiary due to losses arising. A deferred tax asset has not been recognised in respect of these losses due to the unpredictability of future income streams in the company. The total of the unrecognised deferred tax asset as at 31 December 2010 was £340,912 (2009: £326,436). The charge for the year can be reconciled to the loss per the statement of comprehensive income as follows:
Group 2010 £ | Group 2009 £ | ||
Loss before tax | (740,754) | (956,183) | |
Tax at the domestic rate of 0% | - | - | |
Effect of different tax rates of subsidiary operating in another jurisdiction | (14,476) | (62,708) | |
Unrecorded deferred tax asset | 14,476 | 62,708 | |
Tax expense for the year | - | - |
10. LOAN TO SUBSIDIARY
The Company has lent an additional £127,075 during the year to Green Energy Madagascar sarl ('Green Energy'), a wholly owned subsidiary, bringing the total amount loaned by the Company to Green Energy as at 31 December 2010 to £2,191,857 (2009: £2,064,782). Although the loan is repayable on demand and attracts no interest, the directors do not feel it will be repaid in the following year and it has therefore been classified as a non current asset.
The recoverability of the loan to the subsidiary is dependent on the Group continuing as a going concern. The financial statements have been prepared on a going concern basis notwithstanding the uncertainties faced by the Company and Group. Refer to section 2(b) for further details.
11. GOODWILL
Group £ | |||
Balance at 1 January 2009 | 1,086,527 | ||
Effects of foreign currency exchange differences | (99,218) | ||
Balance at 1 January 2010 | 987,309 | ||
Effects of foreign currency exchange differences | 28,932 | ||
Balance at 31 December 2010 | 1,016,241 |
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating unit (CGU) that is expected to benefit from that business combination. The Group's only CGU is Green Energy Madagascar sarl.
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The recoverable amount of the CGU is determined from value in use calculations from its plantation operations. The key assumptions for the value in use calculations are those regarding the discount rates, oil yield from seeds, seed yields from trees and expected changes to selling prices and direct costs during the year. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU and at present uses a range of discount factors between 14% and 31% (2009: 14% to 31%) to account for a number of potential outcomes to the risks inherent in the project at the time. Oil yield assumed from seeds is set at 29% and is based on our direct experience from commercial-scale crushing of seeds in Madagascar. The Company plants on average just over 2,000 trees per hectare of plantation and seed yields assumed from trees ranges from 0.0kg per tree in the first 2 years to 0.55kg per tree in the third year to 1.0kg per tree in the fourth year to 2.0kg per tree in the fifth year and beyond and are based on our direct experience with natural, wild trees in Madagascar and international experience - these levels are at the lower end of published international experience. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market, with the current selling price based on US$550/Mt of crude jatropha oil - a value that sits within the recently achieved sales values of US$540/Mt and US$685/Mt. Accordingly goodwill is considered not to be impaired.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years and extrapolates cash flows for the following five years assuming pricing and costs remain constant with regard to previous volumes but allowing for volume growth dictated by expected yield changes in plantations.
The recoverability of the goodwill is dependent on the Company and Group continuing as going concerns. The financial statements have been prepared on a going concern basis notwithstanding the uncertainties faced by the Company and Group. Refer Section 2(b) for further details.
12. PROPERTY, PLANT AND EQUIPMENT
GROUP
COST |
Motor Vehicles £ | Fixtures and equipment £ |
Total £ |
| ||||
At 1 January 2010 | 61,929 | 50,443 | 112,372 |
| ||||
Additions Disposals | - (68,681) | 13,845 - | 13,845 (68,681) |
| ||||
Exchange difference | 23,606 | (823) | 22,783 |
| ||||
At 31 December 2010 | 16,854 | 63,465 | 80,319 |
| ||||
ACCUMULATED DEPRECIATION |
| |||||||
At 1 January 2010 | 52,915 | 31,675 | 84,590 |
| ||||
Charge for the year | 5,595 | 11,814 | 17,409 |
| ||||
Disposals | (44,178) | - | (44,178) |
| ||||
Exchange difference | (516) | (678) | (1,194) |
| ||||
At 31 December 2010 | 13,816 | 42,811 | 56,627 |
| ||||
NET BOOK VALUE |
| |||||||
At 31 December 2010 | 3,038 | 20,654 | 23,692 |
| ||||
COST | Motor Vehicles £ | Fixtures and equipment £ |
Total £ | |||||
At 1 January 2009 | 88,256 | 58,403 | 146,659 |
| ||||
Additions | 803 | 1,156 | 1,959 |
| ||||
Disposals | (15,387) | - | (15,387) |
| ||||
Exchange difference | (11,743) | (9,116) | (20,859) |
| ||||
At 31 December 2009 | 61,929 | 50,443 | 112,372 |
| ||||
ACCUMULATED DEPRECIATION |
| |||||||
At 1 January 2009 | 59,174 | 23,127 | 82,301 |
| ||||
Charge for the year | 12,571 | 13,840 | 26,411 |
| ||||
Disposals | (11,339) | - | (11,339) |
| ||||
Exchange difference | (7,491) | (5,292) | (12,783) |
| ||||
At 31 December 2009 | 52,915 | 31,675 | 84,590 |
| ||||
NET BOOK VALUE |
| |||||||
At 31 December 2009 | 9,014 | 18,768 | 27,782 |
| ||||
COMPANY
COST | Fixtures and equipment £ |
Total £ | ||
At 1 January 2010 | 8,246 | 8,246 | ||
Additions | 13,827 | 13,827 | ||
Exchange difference | 238 | 238 | ||
At 31 December 2010 | 22,311 | 22,311 | ||
ACCUMULATED DEPRECIATION | ||||
At 1 January 2010 | 6,529 | 6,529 | ||
Charge for the year | 4,071 | 4,071 | ||
Exchange difference | 191 | 191 | ||
At 31 December 2010 | 10,791 | 10,791 | ||
NET BOOK VALUE | ||||
At 31 December 2010 | 11,520 | 11,520 |
COST | Fixtures and equipment £ |
Total £ | ||
At 1 January 2009 | 8,572 | 8,572 | ||
Additions | 465 | 465 | ||
Exchange difference | (791) | (791) | ||
At 31 December 2009 | 8,246 | 8,246 | ||
ACCUMULATED DEPRECIATION | ||||
At 1 January 2009 | 4,160 | 4,160 | ||
Charge for the year | 2,807 | 2,807 | ||
Exchange difference | (438) | (438) | ||
At 31 December 2009 | 6,529 | 6,529 | ||
NET BOOK VALUE | ||||
At 31 December 2009 | 1,717 | 1,717 |
13. BIOLOGICAL ASSETS
COST |
2010 Group £ |
2009 Group £ |
2010 Company £ |
2009 Company £ | |
At 1 January | 943,848 | 614,619 | - | - | |
Additions during year | - | 422,012 | - | - | |
Exchange difference | (22,083) | (92,783) | - | - | |
At 31 December | 921,765 | 943,848 | - | - |
Following a review of the Group's plantation assets, the Group has determined that as at 31 December 2010 the biological asset will continue to be measured at the cost of initial planting as little biological transformation has occurred at that date. As the assets have not yet been brought into use depreciation has not yet been applied.
In considering whether there has been any impairment the Group has considered the reasonableness of the carrying value at cost by reference to value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, oil yield from seeds, seed yields from trees and expected changes to selling prices and direct costs during the year. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU and at present uses a range of discount factors between 14% and 31% (2009: 14% and 31%) to account for a number of potential outcomes to the risks inherent in the project at the time. Oil yield assumed from seeds is set at 29% and is based on our direct experience from commercial-scale crushing of seeds in Madagascar. The Company plants on average just over 2,000 trees per hectare of plantation and seed yields assumed from trees ranges from 0.0kg per tree in the first 2 years to 0.55kg per tree in the third year to 1.0kg per tree in the fourth year to 2.0kg per tree in the fifth year and beyond and are based on our direct experience with natural, wild trees in Madagascar and international experience - these levels are at the lower end of published international experience. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market, with the current selling price based on US$550/Mt of crude jatropha oil - a value that sits within the recently achieved sales values of US$540/Mt and US$685/Mt.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years and extrapolates cash flows for the following five years assuming pricing and costs remain constant with regard to previous volumes but allowing for volume growth dictated by expected yield changes in plantations.
Accordingly, the directors do not believe that the cost of the biological asset has been impaired and that cost continues to reflect the best approximation of fair value.
Whilst the CGU has access to 40,000 hectares of natural forest which provide the Group with a source of seeds, due to the fact that trees are more sparsely grown in this area and yields are unpredictable because of the uncultivated and unmanaged nature of the areas, no value continues to be attributed to them as a biological asset.
The recoverability of plantation assets is dependent on the Company and Group continuing as going concerns. The financial statements have been prepared on a going concern basis, notwithstanding the uncertainties faced by the Company and the group. Refer to Section 2(b) for further details.
14. INVENTORIES
2010 Group £ | 2009 Group £ | 2010 Company £ | 2009 Company £ | ||
Raw material stock | - | 31,657 | - | - | |
Total | - | 31,657 | - | - |
The group sold inventories with a cost of £8,831 during the year and wrote off as an expense £22,826 in the year.
15. TRADE AND OTHER PAYABLES
| 2010 Group £ | 2009 Group £ | 2010 Company £ | 2009 Company £ | |
Trade payables | 472,058 | 85,350 | 451,859 | 79,738 | |
Accrued expenses | 29,193 | 35,790 | 27,500 | 35,790 | |
501,251 | 121,140 | 479,359 | 115,528 |
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 30 days. For most suppliers no interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
16. SHARE CAPITAL AND SHARE PREMIUM
Authorised: | Number of Ordinary Shares of 1p each |
£ | |
31 December 2009 | 200,000,000 | 2,000,000 | |
31 December 2010 | 200,000,000 | 2,000,000 |
Issued | Number of Shares Issued and Fully Paid | Share Capital £ | Share Premium £ | |
Balance at 1 January 2009 | 27,601,501 | 276,015 | 4,391,866 | |
Issue of ordinary shares at 1p each | 4,000,000 | 40,000 | 460,000 | |
Cost of capital raising | - | - | (114,810) | |
Balance at 31 December 2009 and at 1 January 2010 | 31,601,501 | 316,015 | 4,737,056 | |
Issue of ordinary shares at 1p each Costs of capital raising | 3,750,000 - | 37,500 - | 262,500 - | |
Balance at 31 December 2010 | 35,351,501 | 353,515 | 4,999,556 |
On 7 July 2010, the Company completed the placing of 3,750,000 ordinary shares at 1 pence each at 8 pence per share. The shares rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions hereafter declared, made or paid.
Share Capital
Share capital represents the nominal value of shares issued by the Company.
Share Premium
Share premium represents the premium over nominal value raised on the issue of shares by the Company.
The Company has one class of ordinary shares which carry no right to income.
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.
17. NOTES TO THE CASH FLOW STATEMENT
2010 Group £ | 2009 Group £ | 2010 Company £ | 2009 Company £ | ||
Loss for the year | (740,754) | (956,183) | (686,650) | (776,391) | |
Adjustments for: | |||||
Finance costs | 2,032 | 8,054 | 1,688 | 4,453 | |
Share option expense | - | 97,481 | - | 97,481 | |
Foreign exchange gain | (63,369) | (123,356) | 2,717 | (139,114) | |
Interest income received and receivable | (216) | (1,724) | (189) | (1,724) | |
Depreciation of property, plant and equipment | 17,409 | 26,411 | 4,077 | 2,807 | |
Operating cash flows before movements in working capital | (748,898) | (949,317) | (678,357) | (812,488) | |
Decrease/(Increase) in inventories | 31,657 | (20,472) | - | - | |
(Increase)/decrease in other assets | (30,173) | 50,290 | (30,522) | (173,721) | |
Increase in payables | 380,111 | 41,116 | 363,831 | 35,504 | |
Net cash used in operating activities | (403,303) | (878,383) | (345,048) | (950,705) |
18. GROUP ENTITIES
Significant subsidiaries | Country of incorporation | Ownership interest | |
Green Energy Madagascar sarl | Madagascar | 100% | |
There were no acquisitions or disposals of investments during the year. The movement in the investment in subsidiary is due to foreign exchange differences.
19. LOSS PER ORDINARY SHARE
2010 Group | 2009 Group | 2010 Company | 2009 Company | |||
Loss for the year | 750,754 | 956,183 | 686,650 | 776,391 | ||
2010 Number |
2009 Number | |||||
Weighted average number of shares | 33,476,501 | 28,934,834 | ||||
2010 Group | 2009 Group | 2010 Company | 2009 Company | |||
Loss per ordinary share - basic - diluted | 2.21 2.21 | 3.30 3.30 | 2.05 2.05 | 2.68 2.68 | ||
Convertible loan notes have been issued post year end, had these been issued pre year end the impact to loss per ordinary share would not be considered significant.
20. RELATED PARTIES
Amounts outstanding between the Company and subsidiary are disclosed in note 10.
Trading transactions
During the year, there were no transactions with companies in the Group or transactions with related parties having certain common Directors other than those referred to below:
The Company paid £36,000 (2009 £40,250) in fees for Simon Hunt's services under an agreement with Cornerstone Capital Limited, a company in which Simon Hunt is a shareholder and a director. The contract is based on normal commercial terms.
The Company paid £23,400 (2009 £12,911) in rent for office space in Perth, Australia under a 'cancellable, month-to-month' operating lease to DAPRB Pty Ltd, a company in which Paul Benetti is a director. The contract is based on normal commercial terms.
Loans
There are no other outstanding loans granted or guarantees provided by the Company to or for the benefit of any of the Directors, nor are there any outstanding loans or guarantees provided by the Directors to or for the benefit of the Company. However, as at 31 December 2010 the Company owes certain Directors amounts totalling £231,114 (2009: £33,158), which represents outstanding repayments of expenses and unpaid salary or fees that the Director has incurred in, or are due for, carrying out his duties for the Company.
21. SHARE-BASED PAYMENTS
Employee share option plans
The Group has two ownership-based compensation schemes for Directors and executives of the Group. In accordance with the provisions of these plans, as approved by shareholders at a previous general meeting, awards are made to Directors and executives at the discretion of the Board of Directors either on appointment, at salary review time, or any other time that the Directors deem appropriate. There are no specific performance or vesting criteria attaching to the options and it is at the discretion of the Board of Directors to establish these criteria for option award if they deem it desirable.
The table below shows the contract and vesting periods of the options granted at 31 December 2010:
Number | Exercise Price | Vesting Period | Option Life | ||
Directors | 1,190,000 | 60p | Vested | 5 years |
The expected life of the options has been assessed at 2.5 years (2009: 2.5 years) for options which vest 1 year from grant and 3 years (2009: 3 years) for options which vest after 1 year from grant.
The expenditure recognised in the statement of comprehensive income of the Group and the Company for the share-based payments in respect of employee services received during the year to 31 December 2010 is £nil (2009: £nil).
The tables below illustrates the number and weighted average exercise price (WAEP) of, and movements in, two share options streams during the year.
Directors' Options |
2010 Number | 2010 WAEP £ |
2009 Number | 2009 WAEP £ | |
Outstanding at 1 January | 1,750,000 | 60p | 1,820,000 | 60p | |
Granted during the year | - | - | - | - | |
Forfeited during the year | (560,000) | 60p | (70,000) | 60p | |
Exercised during the year | - | - | - | - | |
Outstanding at 31 December | 1,190,000 | 60p | 1,750,000 | 60p | |
Exercisable at 31 December | 1,190,000 | 60p | 1,750,000 | 60p |
The Broadhurst 2 and Directors' options were granted in October 2007 and the exercise price for those options outstanding at the end of the year was 60p (2009: 60p). The weighted average remaining contractual life of the options in issue at 31 December 2010 is 1.8 years (2009: 2.8 years). Included within the 2010 balance of options are nil attributable to Adam Broadhurst (2009: 560,000); vesting of these options was conditional on the achievement of certain performance criteria (which have been achieved), whereas the remainder vested on the expiry of certain time periods.
Broadhurst 1 Options |
2010 Number | 2010 WAEP £ |
2009 Number | 2009 WAEP £ | |
Outstanding at 1 January | 166,666 | 1p | 166,666 | 1p | |
Granted during the year | - | - | - | - | |
Forfeited during the year | 166,666 | 1p | - | - | |
Exercised during the year | - | - | - | - | |
Outstanding at 31 December | - | - | 166,666 | 1p | |
Exercisable at 31 December | - | - | 166,666 | 1p |
As at 31 December 2010, the exercise price for Broadhurst Options outstanding was 0p (2009: 1p) and the weighted average remaining contractual life of the options in issue was 0.0 years (2009: 2.8 years).
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Liquidity risk
The Group and the Company seek to manage financial risk to ensure sufficient liquid funds are available to meet foreseeable needs whilst investing cash assets safely and profitably. All of the Group's net financial liabilities at 31 December 2010 £451,468 (2009: £118,849) and the Company's net financial liabilities at 31 December 2010 £430,673 (2009: £114,195) are payable within 3 months. Since 31 December 2010, the Company has successfully raised £412,500 in funds through the issue of loan notes that are convertible in to fully-paid, ordinary shares to existing investors and staff of the Company.
Foreign currency risk
The Group undertakes transactions in Malagasy Ariary (MGA). The Group and the Company do not hedge their exposure. The carrying amounts of the Group's MGA denominated assets and monetary liabilities at the reporting date are £941,212 (2009: £1,003,870) and £20,559 (2009: £5,612) respectively.
The table below demonstrates the sensitivity of the Group's loss before tax and equity to a reasonably possible change in the MGA exchange rate.
Increase/ decrease in MGA rate | Effect on loss before tax £ | Effect on Equity £ | |
2010 | +5% | (5,872) | (5,872) |
-5% | 6,489 | 6,489 | |
2009 | +5% | (47,994) | (47,994) |
-5% | 43,422 | 43,422 |
Managing capital
The Group and the Company aims to optimise its capital structure by holding an appropriate level of debt relative to equity in order to maximise shareholder value. The appropriate level of debt is set with reference to a number of factors and financial ratios including expected operating and capital expenditure cash flows, contingent liabilities and the level of unrestricted cash as well as the general economic environment. The Group aims to control its capital structure by issuing new shares and raising debt finance to the extent that it is possible on commercially acceptable terms. The Group's developing nature and the economic conditions prevailing in the biofuels industry are restricting the Group's ability to raise debt finance and exert any significant degree of control over its gearing ratio. As a result, the Group is currently financed exclusively from equity.
Fair value of financial assets and financial liabilities
The carrying amounts of all of the Group's financial instruments that are carried in the financial statements reasonably approximates their fair value. The Group and the Company's maximum credit risk at 31 December 2010 was £17,183 (2009: £102,940) and the Company's maximum credit risk at 31 December 2010 was £2,191,857 (2009: £2,064,782).
All financial assets are categorised as loans and receivables and all financial liabilities are categorised as other financial liabilities.
23. COMMITMENTS
The Group and the Company have no significant capital commitments towards existing or forecasted investments.
2010 Group £ |
2009 Group £ | 2010 Company £ | 2009 Company £ | ||
Minimum lease payments under the operating leases recognized as an expense in the year | 30,912 | 41,091 | - | - |
At the balance sheet date, the Group had no outstanding commitments for the future minimum lease payments under non-cancellable operating leases.
As of 31 December 2010, trade receivables of £8,993 (2009: £nil) were past due but not impaired. These relate to an independent customer for whom there is no history of default. As at 31 December 2010, £8,993 (2009: £nil) is over 3 months but under 6 months of age.
24. ULTIMATE CONTROLLING PARTY
During the year to 31 December 2010, the ultimate controlling party of the Company and the Group is RAB Special Situations (Master) Fund Limited ('RAB'), a company incorporated in the Cayman Islands.
25. RISK EXPOSURE
Credit risk
The Group's and the Company's principal financial assets are bank balances and cash, prepaid expenses and other receivables. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. Neither the Group nor the Company have any significant concentration of credit risk.
Market and liquidity risk
Market risk is the risk that changes in interest rates, foreign exchange rates, equity prices and other rates, prices, volatilities, correlations or other market conditions, such as liquidity, will have an adverse impact on the Group's financial position or results. The principal market risks to which the Group and the company are exposed are interest rate risk and foreign currency risk, which are not hedged given the scale and nature of the Group and the Company's operations.
Interest rate risk
Interest rate risk arises when interest rates move. Neither the Group nor the Company have any borrowings and as such has no exposure to interest rate movements in this area, however it does, from time-to-time, hold cash balances on deposit but does not hedge or fix these rates given the scale and nature of the Group and the Company's operations.
Currency risk
Currency risk arises when transactions are conducted in a currency other than the functional currency of the Group or the Company, which is not hedged given the scale and nature of the Group and the Company's operations. The Group and the Company seek to mitigate currency risk by maintaining foreign currency bank accounts to facilitate transactions in appropriate currencies, however the majority of all funds are held in the Group and the Company's functional currency.
26. EVENTS AFTER THE BALANCE SHEET DATE
Subsequent to the end of the financial year, the following events occurred:
Completion of £412,500 Convertible Loan Note Placement
On 7 March 2011, the Company completed the private placement of convertible loan notes to raise £412,500.
27. CONTINGENT LIABILITIES
2010 Group £ |
2009 Group £ | 2010 Company £ | 2009 Company £ | ||
Commercial disputes | 30,000 | 31,000 | - | - |
Green Energy Madagascar sarl is a defendant in legal actions in two commercial disputes. The first relates to the early termination of a lease and the second relates to expenses incurred during a 2007 seed collection campaign. The directors believe, based on legal advice, that the actions can be successfully defended and therefore no losses will be incurred, however the above amounts represent the probability weighted potential loss and associated legal costs. The legal claim is expected to be settled in the course of the next 12 months.
Related Shares:
HUN.L