15th Mar 2012 07:00
Results for the period ended 31 December 2011
The Board of Leaf Clean Energy Company ("Leaf" or the "Company") are pleased to announce the Company's interim results for the period ended 31 December 2011.
Highlights of the period are:
·; NAV per share for the Leaf portfolio was 159.09 cents or 102.37 pence at US$1.5540 to the GBP1 (30 June 2011: 165.60 cents).
·; Leaf made an additional US$5 million of direct equity and debt investments into existing portfolio businesses.
·; The Company earned US$1.5 million of interest income from debt investments in the portfolio companies. This income has been recorded in the intermediate holding companies and included in the assessment of valuations for the relevant subsidiaries.
·; Leaf repurchased 1.4 million shares at an average price of 78 pence, taking advantage of the weakness in the Company's share price to deliver value to shareholders; and
·; The Company received cash payments of accrued and current interest and repayments of principal on loans to its investee companies totalling US$5.5 million and US$15.5 million respectively.
For further information, please contact:
Ivonne Cantu +44 (0) 207 397 8900
Cenkos Securities plc
CHAIRMAN'S STATEMENT
I am pleased to report on the progress made by Leaf Clean Energy Company ("Leaf" or the "Company") in the six months ended 31 December 2011. During this period we remained focused on growth initiatives and operational improvements at our portfolio companies, whilst actively evaluating potential investments in certain attractive sub-sectors. As a result, our portfolio companies improved their overall performance in preparation for eventual realisations.
Although this period was marked by challenging market conditions, in particular the impact on renewables of the continued decline in the current and forward prices of natural gas in the U.S. resulting from the over-supply of shale gas, I am confident that the progress made by the Leaf team has strengthened our portfolio and furthered the Company's efforts to deliver long-term value to its shareholders.
Portfolio performance
Despite the continued volatility of the market environment, Leaf's portfolio continues to perform in line with expectations. Our portfolio companies have continued to build and strengthen their management teams, optimize operations, increase intellectual property, and pursue commercial opportunities globally.
Several of our portfolio companies have recently passed critical milestones:
(1) SkyFuel has secured a large-scale domestic commercial order. This is a significant milestone for the company.
(2) Maxwest executed an agreement for its second commercial facility and also an agreement for a facility in China. In addition, Maxwest has strengthened its senior management and board of directors, adding a Chief Operating Officer and new board members who collectively bring over 50 years of executive experience from the water industry.
(3) Multitrade Telogia, LLC (MT) repaid a construction loan to Leaf after refinancing with a USDA-guaranteed loan from a US commercial bank.
(4) Invenergy closed a US$200 million term loan, the proceeds of which will be used to fund project build-outs and for general corporate purposes.
Economic and political background
Following a strong U.S. market rally during the first half of 2011, the public investment climate over the last six months of 2011 has become more uncertain. Concerns about the sustainability of the U.S. economic recovery, the politically-charged atmosphere of the upcoming 2012 elections in the U.S. and the stability of certain economies in Europe have all contributed to low investor confidence.
Despite the backdrop of slower growth for renewables in the Western economies, global public and private investment in renewable energy reached a new record of US$260 billion in 2011, further illustrating political and financial commitment to the sector at large. However, this record really reflects record private investment. On the public side, renewable energy stocks suffered from sector over-capacity, especially in the solar sub-sector, where valuations were down as much as 70% from their most recent highs, and investor concerns over lapsing U.S. and European government subsidies. Furthermore, U.S. mainstream political support for clean energy over the last year has been adversely affected by large discoveries of economically recoverable shale gas, trade tensions with China over clean energy subsidies and the high-profile bankruptcy of US solar manufacturer Solyndra.
Current and projected natural gas prices threaten to depress US power prices for the foreseeable future, which in turn will affect the competitiveness of clean energy sources, especially given the decline in government subsidies.However, according to the Energy Information Administration (EIA), some forecasts anticipate the retirement of up to 20% of existing US coal capacity over the next five to seven years. This capacity is expected to be replaced by additional natural gas generation capacity, higher utilization of existing natural gas plants and additional capacity from mainstream renewables. We believe that this trend will, over the medium term, help absorb the large natural gas oversupply and eventually result in price appreciation for power prices and renewable energy assets.
The economic and market challenges faced by the sector have forced companies in the U.S. clean energy industry to search for new ways to reduce costs, streamline operations and strengthen their financial position in order to stay economically and operationally viable. We continue to believe that the long-term drivers for renewable energy remain strong and the short-term challenges create opportunities to invest at attractive prices.
Net assets
During the interim period ended 31 December 2011, Leaf's net asset value (NAV) per share fell by 3.9 per cent, from 165.60 cents (106.56 pence) to 159.09 cents (102.37 pence) . Of our US$208.9 million of net assets, US$50.8 million was held in cash and US$156.7 million is invested in portfolio companies. The Board believes that the cash balances provide sufficient liquidity to meet the needs of the portfolio.
Outlook
Whilst the current market environment has presented significant challenges, Leaf continues to represent a valuable and well-diversified clean energy portfolio with strong growth potential. We have a talented and focused investment team with the requisite expertise in the clean energy sector to enable us to navigate these difficult market conditions and identify attractive areas for further investment.
With Leaf's team now at full strength and with the current portfolio stabilized and positioned for growth, we are confident that the Company has the potential to provide our shareholders with a competitive return over the medium term.
The Interim Report and Accounts set out below incorporate both financial statements for the Company and consolidated financial statements for the wider Leaf Group. References to NAV in my report and the Management Report reflect the Company's NAV.
Peter Tom
Chairman
15 March 2012
(1) Based on US$/GBP exchange rate of 1.5540 on 31 December 2011
MANAGEMENT REPORT
The Board and management of Leaf have focused during the period on providing the necessary financial and operational support to our investee companies to ensure that their potential is optimised and that they are strongly positioned for eventual realisations as market conditions improve. We have ensured throughout that Leaf has adequate capital to meet the ongoing needs of the portfolio.
In the meantime, Leaf continues actively to evaluate new, high-quality investment opportunities. The Leaf Board and management reviewed a number of new opportunities during the six months ending 31 December 2011, but did not make any investments in new companies or projects during the period under review, choosing instead to make additional investments in several of its current investee companies. In summary:
·; Leaf made an additional US$5 million of direct equity and debt investments in existing portfolio businesses;
·; The Company earned US$1.5 million of interest income from debt investments in the portfolio companies. This income has been recorded in the intermediate holding companies and included in the assessment of valuations for the relevant subsidiaries;
·; Leaf repurchased 1.4 million shares at an average price of 78 pence, taking advantage of the weakness in the Company's share price to deliver value to shareholders; and
·; The Company received cash payments of accrued and current interest and repayments of principal on loans to its investee companies totalling US$5.5 million and US$15.5 million respectively.
Financial Performance
Leaf's total NAV on 31 December 2011 was US$208.9 million, US$10.8 million lower than the NAV at 30 June 2011. This change resulted mainly from a US$9 million comprehensive loss for the period of which US$6.2 million resulted from a revaluation in the carrying value of the portfolio companies, with the balance being the Company's US$1.7 million share repurchase. US$51 million of the Company's NAV was held in cash and US$157 million in investments.
NAV per share for the Leaf portfolio was 159.09 cents or 102.37 pence at US$1.5540 to the GBP1. This was a decrease of 3.9% for the six month period from 30 June 2011. The decrease was due primarily to the comprehensive loss for the period (-4.2%) offset by share repurchases (+0.3%).
Among the key performance milestones passed by Leaf and its portfolio companies during the past six month interim report period:
·; MiaSolé, our thin film photovoltaic solar portfolio company, announced that it had achieved a champion device efficiency of 17.3% and that it is producing modules with 14% efficiency in commercial volumes. With this new efficiency milestone, MiaSolé has again set a new world record for the highest efficiency of commercial scale thin-film solar modules. The company also strengthened its senior leadership, appointing a new CEO, John Carrington and new president, Bob Baker. Messrs. Carrington and Baker were former senior executives at First Solar and Intel respectively;
·; Multitrade Telogia, LLC (MT), our wood fuelled biomass portfolio company, closed a permanent financing via a USDA-guaranteed loan from a commercial bank and repaid Leaf's outstanding construction loan principal and interest. Optimization of plant performance resulted in record output and EBITDA for MT during the interim period;
·; Invenergy, the large scale renewable generation company, closed a strongly oversubscribed US$200 million long-term loan financing, and completed financings for its 110 MW Gratiot County and 200 MW Bishop Hill wind projects;
·; MaxWest, the innovative solution provider for wastewater treatment, signed a contract for its second commercial facility in the U.S. with a large private wastewater treatment provider. It was singled out at the Clinton Global Initiative's (CGI) Seventh Annual Meeting in New York City for its Commitment to Action, "Landfill Reduction through Biosolids Processing", highlighting its exemplary approach to addressing challenges in environment and energy; and
·; SkyFuel, the utility scale solar thermal power solution company, was awarded a contract for a large project in the U.S. and continues to make progress on other commercial opportunities.
Market Environment
The U.S. economy continued its slow recovery during the period, despite the constant and continuing threat that long-drawn-out efforts to find a solution to the European sovereign debt crisis might lead to a reversal of progress to date. On the political front, President Obama's State of the Union address featured several clean energy initiatives and, while reluctantly conceding that a Climate Change Bill was not expected, he called on the U.S. Congress to set a U.S. federal clean energy standard.
Against this political and economic backdrop, in 2011 the U.S. regained the lead in clean energy investment among all countries after a two-year hiatus, achieving a 33% increase over 2010 to US$56 billion, compared with US$47 billion by second-place China. This achievement was, however, enabled in large measure by several federal renewable energy initiatives which have since expired, and this level of investment may not be sustained beyond 2012 if the U.S. Congress allows the production tax credit, the last remaining federal support measure, to expire at the end of this year.
2011 investment by venture capital ("VC") and private equity ("PE") firms in clean energy in the United States grew by 32% in US dollar terms during the second half over the first half of calendar 2011, while globally VC and PE investments in clean energy declined by 3% half-on-half. Calendar year-on-year growth in 2011 over 2010 of VC and PE clean energy investment in the U.S. grew by 14%, while globally it grew by only 4%.
Prices of quoted renewable energy companies continued to underperform the broader public market in calendar year 2011. The NEX index fell 40% compared with a flat (-0.0032%) performance by the S&P 500. Most of this decline can be attributed to negative investor sentiment relating to events in the solar and wind markets, including: the high-profile bankruptcy of Solyndra; continued decreases in already low natural gas prices in the U.S., resulting from shale-based oversupply; significant reductions in solar PV prices; and the expiration of feed-in tariffs and certain tax grants in Europe and the U.S. respectively. As a result, the NEX price ended 2011 at 18% of its 2007 high.
The long-term drivers for increased adoption of renewable energy in North America, such as the ever-increasing cost of fossil fuels, the need to find new industrial sources of economic growth and job creation, the desire to achieve energy independence and to maintain global competitiveness, increasing global demand for energy, and the need to address climate change issues, however, remain strong and provide evidence that the NEX is in an oversold position. Public and private valuations are attractive in many cases and have created opportunities for discerning investors such as Leaf who are in a position to identify and capture this value.
Outlook
Leaf's Board and management believes that the diversity and balance of the Leaf portfolio, together with management's focus on adding value to existing investee companies, will enable the Company to benefit from eventual improvements in the clean energy markets. Management is focused on positioning the existing Leaf portfolio of investee companies for eventual realisation and identifying opportunities for new investments in order to provide a competitive long-term return to Leaf's shareholders.
15 March 2012
INDEPENDENT REVIEW REPORT TO LEAF CLEAN ENERGY COMPANY
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly report for the six months ended 31 December 2011, which comprises the consolidated and company statements of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statements of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly report and considered whether it contains any apparent 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 the terms of our engagement. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 conclusions we have reached.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.
As disclosed in notes 2, the annual financial statements of the Group and Company are prepared in accordance with IFRSs. The condensed set of financial statements included in this half-yearly report have been prepared in accordance with IAS 34 Interim Financial Reporting.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed sets of financial statements in the half-yearly 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. 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 in respect of condensed parent company financial statements
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of parent company financial statements in the half-yearly report for the six months ended 31 December 2011 is not prepared, in all material respects, in accordance with IAS 34 and the AIM Rules.
Conclusion in respect of condensed consolidated financial statements
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the half-yearly report for the six months ended 31 December 2011 is not prepared, in all material respects, in accordance with IAS 34 and the AIM Rules.
KPMG Audit LLC
Chartered Accountants Heritage Court
41 Athol Street
Douglas
Isle of Man
IM99 1HN
15 March 2012
Parent company statement of comprehensive income
For the six months ended 31 December 2011
Note | (Unaudited) 6 months ended 31 December 2011 | (Unaudited) 6 months ended 31 December 2010 | |
US$'000 | US$'000 | ||
Interest income on cash balances | 21 | 36 | |
Movement in fair value of investments at fair value through profit or loss |
12.2 |
(6,199) |
1,601 |
Net foreign exchange (loss)/ gain | (8) | 106 | |
Gross portfolio return | (6,186) | 1,743 | |
Investment management fees | 7 | (1,855) | (1,651) |
Other administration expenses | 8 | (1,090) | (1,327) |
Total expenses | (2,945) | (2,978) | |
Loss before taxation | (9,131) | (1,235) | |
Taxation | - | - | |
Loss for the period and comprehensive loss for the period |
(9,131) |
(1,235) | |
Basic and diluted loss per share (cents) | 14 | (6.85) | (0.88) |
The accompanying notes form an integral part of these interim financial statements
Parent company statement of financial position
as at 31 December 2011
(Unaudited) | (Audited) | ||
Note | 31 December 2011 | 30 June 2011 | |
US$'000 | US$'000 | ||
Assets | |||
Investments in subsidiaries at fair value through profit or loss | 12.2 | 156,679 | 178,400 |
Total non-current assets | 156,679 | 178,400 | |
Trade and other receivables | 2,715 | 2,509 | |
Cash and cash equivalents | 50,825 | 40,559 | |
Total current assets | 53,540 | 43,068 | |
Total assets | 210,219 | 221,468 | |
Equity | |||
Share capital | 13 | 29 | 29 |
Share premium | 13 | 309,915 | 311,574 |
Retained losses | (101,021) | (91,890) | |
Total equity | 208,923 | 219,713 | |
Trade and other payables | 1,240 | 1,729 | |
Unpaid capital contributions to subsidiaries | 56 | 26 | |
Total current liabilities | 1,296 | 1,755 | |
Total liabilities | 1,296 | 1,755 | |
Total equity and liabilities | 210,219 | 221,468 | |
Net asset value per share (cents) | 6 | 159.09 | 165.60 |
The accompanying notes form an integral part of these interim financial statements
The financial statements were approved by the Board of Directors on 15 March 2012 and signed on their behalf by:
Peter Tom | J. Curtis Moffatt |
Non-Executive Chairman | Non-Executive Director |
Parent company statement of changes in equity
For the six months ended 31 December 2011
Share Capital |
Share Premium |
Retained losses |
Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Balance at 1 July 2011 (audited) | 29 | 311,574 | (91,890) | 219,713 |
Total comprehensive loss | - | - | (9,131) | (9,131) |
Transactions with owners, recorded directly in equity | ||||
Contributions by and distributions to owners | ||||
Repurchase of shares | - | (1,659) | - | (1,659) |
Total contributions by and distributions to owners |
- |
(1,659) |
- |
(1,659) |
Balance at 31 December 2011 (unaudited) | 29 | 309,915 | (101,021) | 208,923 |
Balance at 1 July 2010 (audited) | 30 | 323,115 | (83,577) | 239,568 |
Total comprehensive loss | - | - | (1,235) | (1,235) |
Transactions with owners, recorded directly in equity | ||||
Contributions by and distributions to owners | ||||
Repurchase of shares | (1) | (6,655) | - | (6,656) |
Balance at 31 December 2010 (unaudited) | 29 | 316,460 | (84,812) | 231,677 |
The accompanying notes form an integral part of these interim financial statements
Parent company statement of cash flows
For the six months ended 31 December 2011
(Unaudited) | (Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
US$'000 | US$'000 | |
Cash flows from operating activities | ||
Interest received on cash balances | 21 | 36 |
Operating expenses paid | (3,640) | (1,358) |
Net cash used in operating activities | (3,619) | (1,322) |
Cash flows from investing activities | ||
Repayment of capital by subsidiaries at fair value through profit or loss |
20,580 |
1,620 |
Cash received on behalf of subsidiaries | - | 180 |
Payment of working capital advances to subsidiaries | - | (2,150) |
Additional investments in subsidiaries at fair value through profit or loss |
(5,028) |
(23,012) |
Payment of unpaid share capital to subsidiaries | - | (6,650) |
Net cash provided by investing activities | 15,552 | (30,012) |
Cash flows from financing activities | ||
Repurchase of shares | (1,659) | (6,656) |
Net cash used in financing activities | (1,659) | (6,656) |
Net increase/(decrease) in cash and cash equivalents | 10,274 | (37,990) |
Cash and cash equivalents at start of the period | 40,559 | 89,609 |
Effect of exchange rate fluctuations on cash and cash equivalents | (8) | 106 |
Cash and cash equivalents at end of period |
50,825 |
51,725 |
(Unaudited) | (Unaudited) | |
Reconciliation of loss for the period to net cash used in operating activities | 6 months ended 31 December 2011 | 6 months ended 31 December 2010 |
US$'000 | US$'000 | |
Loss for the period | (9,131) | (1,235) |
Adjustments for: | ||
Movement in fair value of investments at fair value through profit or loss | 6,199
| (1,601) |
Foreign exchange loss/(gain) | 8 | (106) |
Movement in trade and other receivables | (206) | (24) |
Movement in trade and other payables | (489) | 1,644 |
Net cash used in operating activities | (3,619) | (1,322) |
The accompanying notes form an integral part of these interim financial statements
Notes to the financial statements
for the six months ended 31 December 2011
1 The Company
Leaf Clean Energy Company ("Leaf" or the "Company") was incorporated and registered in the Cayman Islands on 14 May 2007. The Company was established to invest in clean energy projects, predominantly in North America. Clean energy includes activities such as the production of alternative fuels, renewable power generation and the use of technologies to reduce the environmental impact of traditional energy. The Company seeks to achieve long term capital appreciation primarily through making privately negotiated acquisitions of interest (principally equity but also equity-related and subordinated or mezzanine debt securities) in both projects and companies which own assets or which participate in the clean energy sector and through the generation and commercialisation of carbon credits derived from these projects.
The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ("AIM") on 28 June 2007 when dealings also commenced.
The Company's agents and the in-house management team perform all significant functions.
The financial statements of the Company as at and for the year ended 30 June 2011 are available upon request from the Company's registered office at PO Box 309GT, Ugland House, George Town, Grand Cayman, Cayman Islands or at www.leafcleanenergy.com.
2 Statement of compliance
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of the Company as at and for the year ended 30 June 2011.
Leaf is an investment company. However, because it holds majority stakes and therefore has the power to control, it is required to prepare group financial statements that consolidate the results of such investments. In order to present information that is comparable with other investment companies, Leaf also publishes financial statements of the Company, which include investments in subsidiaries regarded as part of the Company's investing business at fair value.
These condensed interim financial statements were approved by the Board of Directors on 15 March 2012.
3 Accounting policies
The accounting policies applied by the Company in these interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 30 June 2011.
4 Use of estimates and judgements
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements as at and for the year ended 30 June 2011.
During the period ended 31 December 2011, management reassessed its estimates in respect of the valuation of unquoted investments in subsidiaries (See note 12.2).
5 Financial risk management policies
The Company'sfinancial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 30 June 2011.
6 Net Asset Value per Share
(Unaudited) | (Audited) | |
31 December 2011 | 30 June 2011 | |
Company | ||
Net assets attributable to shareholders of the Company (US$'000) | 208,923 | 219,713 |
Number of ordinary shares in issue (thousands) | 131,326 | 132,676 |
Net asset value per share (cents per share) | 159.09 | 165.60 |
7 Management Fees
Management fees for the six months ended 31 December 2011 payable to Leaf USA were US$1,855,492 (period ended 31 December 2010: US$1,650,564) and the amount accrued but not paid at the period end was US$259,645 (30 June 2011: US$364,626).
8 Other administration expenses
(Unaudited) | (Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
US$'000 | US$'000 | |
Directors' remuneration (note 11) | 647 | 450 |
Travel and subsistence expenses | 136 | 135 |
Administration fees (note 10) | 105 | 222 |
Legal and professional fees (note 9 ) | 92 | 296 |
Directors' and Officers' insurance expense | 49 | 54 |
Audit fees | 25 | 71 |
Registrar fees and costs | 22 | 29 |
Printing and stationery expenses | 9 | 29 |
Other expenses | 5 | 41 |
Total | 1,090 | 1,327 |
9 Legal and professional fees
Legal and professional fees represent legal, advisory and consultancy fees incurred during and after the implementation of investment acquisitions, as well as work on group and portfolio structuring.
10 Administration fees
With effect from November 2009, the Company administrator is entitled to an administration fee, payable quarterly in arrears and calculated in respect of each quarter or other period with a minimum fee of GBP25,000 per quarter at the rate of 0.1% per annum where the total assets of the parent company less borrowings is less than US$100,000,000; 0.09% where the total assets of the Company less borrowings at the end of the relevant quarter is greater than or equal to US$100,000,000 but less than US$200,000,000; and at the rate of 0.08% per annum where the total assets of the Company less borrowings at the end of the relevant quarter is greater than or equal to US$200,000,000.
Administration fees for the periodamounted to US$104,486 (period ended 31 December 2010: US$221,615) and US$51,482 was outstanding as at 31 December 2011 (30 June 2011: US$53,049)
11 Directors' remuneration
Details of the Directors' basic annual remuneration are as follows:
Basic annual remuneration | |
US$'000 | |
Peter Tom (Chairman) | 200 |
Bran Keogh | 400 |
J. Curtis Moffatt | 60 |
Peter O'Keefe | 60 |
720 |
Directors' fees and expenses paid during the six months ended 31 December 2011 were:
31 December 2011 | Directors' fees | Annual bonus | Reimbursements | Total |
US$'000 | US$'000 | US$'000 | US$'000 | |
Peter Tom (Chairman) | 100 | - | 25 | 125 |
Bran Keogh | 200 | 175 | 35 | 410 |
J. Curtis Moffatt | 69 | - | 2 | 71 |
Peter O'Keefe | 103 | - | 7 | 110 |
472 | 175 | 69 | 716 |
31 December 2010 | Directors' fees | Annual bonus | Reimbursements | Total |
US$'000 | US$'000 | US$'000 | US$'000 | |
Peter Tom (Chairman) | 100 | - | - | 100 |
Bran Keogh | 200 | - | 100 | 300 |
J. Curtis Moffatt | 75 | - | 3 | 78 |
Peter O'Keefe | 75 | - | 13 | 88 |
450 | - | 116 | 566 |
The Directors are also entitled to receive reimbursement of any expenses in relation to their appointment. Total fees and expenses paid to the Directors for the six months ended 31 December 2011amounted to US$716,338 (period ended 31 December 2010: US$565,865) of which US$nil was outstanding at 31 December 2011 (June 2011: US$nil). The Directors engaged Mercer Limited to review Leaf's remuneration for its Directors as compared to companies similar to Leaf in the United States and the United Kingdom. The Directors adopted the recommendations of Mercer effective 1 April 2011.
12 Investments
12.1 The subsidiaries
Since incorporation, for efficient portfolio management purposes, the Company has established the following subsidiary companies:
Country ofincorporation | Percentage ofshares held | |
Leaf Bioenergy Company | Cayman Islands | 100% |
Leaf Biomass Company | Cayman Islands | 100% |
Leaf Biomass Investments, Inc.* | USA (Delaware) | 100% |
Leaf Clean Energy USA, LLC | USA (Delaware) | 100% |
Leaf Escalona Company* | Cayman Islands | 100% |
Leaf Hydro Company | Cayman Islands | 100% |
Leaf Invenergy Company* | Cayman Islands | 100% |
Leaf Invenergy US Investments, Inc* | USA (Delaware) | 100% |
Leaf LFG Company | Cayman Islands | 100% |
Leaf LFG US Investments, Inc.* | USA (Delaware) | 100% |
Leaf MaxWest Company* | USA (Delaware) | 100% |
Leaf Miasole* | Cayman Islands | 100% |
Leaf Range Fuels Company* | Cayman Islands | 100% |
Leaf Skyfuels Company* | Cayman Islands | 100% |
Leaf Solar Company | Cayman Islands | 100% |
Leaf VREC* | Cayman Islands | 100% |
Leaf Waste Energy | Cayman Islands | 100% |
Leaf Wind Company | Cayman Islands | 100% |
*Indirect subsidiaries
The Company also has control over the following underlying investee companies:
Country ofincorporation | Principal activity | Effective interest held | |
Energia Escalona Coopertief U.A | Netherlands | Hydro Energy | 87.5% |
Escalona B.V | Netherlands | Hydro Energy | 87.5% |
Energia Escalona I S.A. de C.V | Mexico | Hydro Energy | 87.5% |
Energia Escalona s.r.l. | Mexico | Hydro Energy | 87.5% |
Energentum S.A. de C.V | Mexico | Hydro Energy | 86.6% |
Johnstown Regional Energy LLC | USA (Pennsylvania) | Landfill | 100% |
MaxWest Environmental Systems Inc | USA (Nevada) | Waste Energy | 44.8% |
Multitrade Rabun Gap LLC | USA (Virginia) | Biomass | 75%(1) |
Multitrade Telogia LLC | USA (Virginia) | Biomass | 66.25% |
Telogia Power LLC | USA (Virginia) | Biomass | 66.25% |
(1) Voting rights 81.9%
12.2 Investments in subsidiaries at fair value through profit or loss
(Unaudited) | (Audited) | |
31 December 2011 | 30 June 2011 | |
US$'000 | US$'000 | |
Balance brought forward | 178,400 | 159,331 |
Additional investments in subsidiaries | 5,058 | 33,974 |
Repayment of capital investment | (20,580) | (8,409) |
Unpaid share capital reversed | - | (1,157) |
Movement in fair value on investments in subsidiaries | (6,199) | (5,339) |
Balance carried forward | 156,679 | 178,400 |
12.3 Portfolio valuation methodology
Unquoted investments are valued by applying an appropriate valuation technique, which makes maximum use of market-based information, is consistent with models generally used by market participants and is applied consistently from period to period, except where a change would result in a better estimation of fair value. The Company primarily invests in unquoted direct investments. Unquoted direct investments have characteristics similar to private equity investments, in that the value is generally determined through the sale or flotation of the entire business, rather than the sale of an individual instrument. Valuations of such investments are based upon the "International Private Equity and Venture Capital Valuation Guidelines."
The inhouse management conducted a valuation analysis of the Company's investment portfolio based upon standard valuation approaches compatible with the "International Private Equity and Venture Capital Valuation Guidelines." Given the uncertainties inherent in estimating the fair value of unquoted direct investments, a degree of caution was applied by the inhouse management in exercising judgements and making the necessary estimate.
13 Share Capital
Ordinary shares of GBP0.0001 each | Number of shares | Share capital | Share premium |
US$'000 | US$'000 | ||
At 30 June 2011 | 132,675,726 | 29 | 311,574 |
Repurchased during the period | (1,350,000) | - | (1,659) |
At 31 December 2011 | 131,325,726 | 29 | 309,915 |
14 Basic and Diluted Loss per Share
Basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period:
(Unaudited) | (Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
Loss attributable to equity holders of the Company (US$'000) | (9,131) | (1,235) |
Weighted average number of ordinary shares in issue (thousands) | 133,280 | 139,864 |
Basic and fully diluted loss per share (cents per share) | (6.85) | (0.88) |
There is no difference between the basic and diluted loss per share for the period.
15 Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions.
The Company administrator and the Directors are considered related parties due to the significance of the contracts with these parties. Details of the fee arrangements with these parties are given in notes 7, 10 and 11.
16 Subsequent Events
Leaf Clean Energy Company purchased 2,500,000 shares at GBP0.78 per share in January 2012.
Consolidated statement of comprehensive income
For the six months ended 31 December 2011
Note | (Unaudited) 6 months ended 31 December 2011 | (Unaudited) 6 months ended 31 December 2010 | |
US$'000 | US$'000 | ||
Interest income on cash balances | 21 | 37 | |
Interest income on investments at fair value through profit or loss |
792 |
818 | |
Unrealised gains/(losses) on revaluation of investments at fair value through profit or loss |
13.1 |
3,700 |
(950) |
Net foreign exchange (loss)/gain | (3) | 97 | |
Gross portfolio return | 4,510 | 2 | |
Other administration expenses | 7 | (1,090) | (1,327) |
Net portfolio return | 3,420 | (1,325) | |
Sales revenue and other income | 13,244 | 11,568 | |
Profit on disposal of assets | 17 | 1 | |
Impairment of non-financial assets | 10 | (3,850) | (6,951) |
Operating expenses | (16,599) | (18,965) | |
Loss before finance costs | (3,768) | (15,672) | |
Finance costs | (580) | (792) | |
Loss before taxation | (4,348) | (16,464) | |
Taxation | (106) | (106) | |
Loss for the period | (4,454) | (16,570) | |
Other comprehensive income | |||
Exchange differences on translation of foreign operations | 63 | 5 | |
Total comprehensive loss | (4,391) | (16,565) | |
Loss for the period attributable to | |||
Equity holders of the parent | (4,054) | (11,789) | |
Non-controlling interests | (400) | (4,781) | |
(4,454) | (16,570) | ||
Total comprehensive income attributable to | |||
Equity holders of the parent | (4,000) | (11,784) | |
Non-controlling interests | (391) | (4,781) | |
(4,391) | (16,565) | ||
Basic and diluted loss per share (cents) | 11 | (3.04) | (8.43) |
The accompanying notes form an integral part of these interim financial statements.
Consolidated statement of financial position
as at 31 December 2011
(Unaudited) | (Audited) | ||
Note | 31 December 2011 | 30 June 2011 | |
US$'000 | US$'000 | ||
Assets | |||
Investments at fair value through profit or loss | 13.1 | 127,624 | 131,424 |
Property, plant and equipment | 14 | 43,937 | 45,014 |
Intangible assets | 15 | 9,498 | 13,424 |
Total non-current assets | 181,059 | 189,862 | |
Inventories | 541 | 521 | |
Trade and other receivables | 5,673 | 8,183 | |
Cash and cash equivalents | 58,545 | 46,622 | |
Total current assets | 64,759 | 55,326 | |
Total assets | 245,818 | 245,188 | |
Equity | |||
Share capital | 16 | 29 | 29 |
Share premium | 16 | 309,915 | 311,574 |
Foreign currency translation reserve | (94) | (148) | |
Retained losses | (102,805) | (98,751) | |
Total equity attributable to equity holders of the parent | 207,045 | 212,704 | |
Non-controlling interests | (766) | (991) | |
Total equity | 206,279 | 211,713 | |
Liabilities | |||
Loans and borrowings | 17 | 34,753 | 28,094 |
Total non-current liabilities | 34,753 | 28,094 | |
Loans and borrowings | 17 | 2,227 | 2,840 |
Trade and other payables | 2,559 | 2,541 | |
Total current liabilities | 4,786 | 5,381 | |
Total liabilities | 39,539 | 33,475 | |
Total equity and liabilities | 245,818 | 245,188 | |
The accompanying notes form an integral part of these interim financial statements.
The financial statements were approved by the Board of Directors on 15 March 2012 and signed on their behalf by:
Peter Tom | J. Curtis Moffatt |
Non-Executive Chairman | Non-Executive Director |
Consolidated statements of changes in equity
for the six months ended 31 December 2011
Share Capital | Share Premium | Foreign currency translation reserve | Retained losses | Total | Non-controlling interests | Total equity | |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 | |
Balance at 1 July 2011 (audited) | 29 | 311,574 | (148) | (98,751) | 212,704 | (991) | 211,713 |
Total comprehensive loss | - | - | 54 | (4,054) | (4000) | (391) | (4,391) |
Transactions with owners, recorded directly in equity | |||||||
Contributions by and distributions to owners | |||||||
Repurchase of shares | - | (1,659) | - | - | (1,659) | - | (1,659) |
Increase in non-controlling interest | - | - | - | - | - | 616 | 616 |
Total contributions by and distributions to owners |
- |
(1,659) |
- |
- |
(1,659) |
616 |
(1,043) |
Balance at 31 December 2011 (unaudited) | 29 | 309,915 | (94) | (102,805) | 207,045 | (766) | 206,279 |
Balance at 1 July 2010 (audited) | 30 | 323,115 | (124) | (88,642) | 234,379 | 1,951 | 236,330 |
Total comprehensive loss | - | - | 5 | (11,789) | (11,784) | (4,781) | (16,565) |
Transactions with owners, recorded directly in equity | |||||||
Contributions by and distributions to owners | |||||||
Repurchase of shares | (1) | (6,655) | - | - | (6,656) | - | (6,656) |
Total contributions by and distributions to owners |
(1) |
(6,655) |
- |
- |
(6,656) |
- |
(6,656) |
Balance at 31 December 2010 (unaudited) | 29 | 316,460 | (119) | (100,431) | 215,939 | (2,830) | 213,109 |
The accompanying notes form an integral part of these interim financial statements.
Consolidated statement of cash flows
For the six months ended 31 December 2011
(Unaudited) |
(Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
US$'000 | US$'000 | |
Cash flows from operating activities | ||
Interest received on cash balances | 21 | 37 |
Cash received from customers | 16,524 | 11,568 |
Operating expenses paid | (15,814) | (21,711) |
Income tax paid | (106) | (9) |
Net cash generated by/(used in) in operating activities | 625 | (10,115) |
Cash flows from investing activities | ||
Purchase of financial assets at fair value through profit or loss | (2,500) | (26,155) |
Repayment of capital by investee companies | 10,000 | - |
Net purchases of property, plant and equipment | (1,282) | (2,230) |
Proceeds from disposal of property, plant and equipment | 17 | 240 |
Net cash generated by/(used in) investing activities | 6,235 | (28,145) |
Cash flows from financing activities | ||
Repurchase of shares during the year | (1,659) | (6,656) |
Net borrowings received | 6,046 | 6,966 |
Increase in non-controlling interest | 616 | - |
Net cash contributed by financing activities | 5,003 | 310 |
Net increase/(decrease) in cash and cash equivalents | 11,863 | (37,950) |
Cash and cash equivalents at start of the period | 46,622 | 98,978 |
Effect of exchange rate fluctuations on cash and cash equivalents | 60 | 101 |
Cash and cash equivalents at end of the period | 58,545 | 61,129 |
(Unaudited) | (Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
Reconciliation of loss for the period to net cash used in operating activities | US$'000 | US$'000 |
Loss for the period | (4,454) | (16,570) |
Adjustments for: | ||
Unrealised (gains)/losses on revaluation of investments at fair value through profit or loss | (3,700) | 950 |
Impairment of non-financial assets | 3,850 | 6,951 |
Depreciation expense | 2,359 | 2,750 |
Foreign exchange loss/ (gain) | 3 | (97) |
Profit on disposal of assets | (17) | (1) |
Amortisation of intangible assets | 76 | 67 |
Amortisation of deferred revenue in subsidiaries | - | (121) |
Taxation | 106 | 106 |
Operating loss before changes in working capital | (1,777) | (5,965) |
Increase in inventory | (20) | (87) |
Movement in trade and other receivables | 2,510 | (2,187) |
Movement in trade and other payables | 18 | (1,867) |
Income taxes paid | (106) | (9) |
Net cash used in operating activities | 625 | (10,115) |
The accompanying notes form an integral part of these interim financial statement
Notes to the consolidated financial statements
For the six months ended 31 December 2011
1 The Company
Leaf Clean Energy Company ("Leaf" or the "Company") was incorporated and registered in the Cayman Islands on 14 May 2007. The Company was established to invest in clean energy projects, predominantly in North America. Clean energy includes activities such as the production of alternative fuels, renewable power generation and the use of technologies to reduce the environmental impact of traditional energy. The Company seeks to achieve long term capital appreciation primarily through making privately negotiated acquisitions of interest (principally equity but also equity-related and subordinated or mezzanine debt securities) in both projects and companies which own assets or which participate in the clean energy sector and through the generation and commercialisation of carbon credits derived from these projects.
The Shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ("AIM") on 28 June 2007 when dealings also commenced.
The Company's agents and the management team perform all significant functions. Accordingly, the Company itself has no employees.
The consolidated financial statements of the Group as at and for the year ended 30 June 2011 are available upon request from the Company's registered office at PO Box 309GT, Ugland House, George Town, Grand Cayman, Cayman Islands or at www.leafcleanenergy.com.
2 Statement of compliance
These condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. 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 as at and for the year ended 30 June 2011.
The condensed consolidated financial statements were authorised for issue by the Board of Directors on 15 March 2012.
3 Significant accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2011.
4 Use of estimates and judgements
The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 30 June 2011.
During the period ended 31 December 2011 management reassessed its estimates in respect of:
·; the valuation of unquoted investments (see note 13); and
·; impairment of goodwill and other intangible assets (see note 15)
5 Financial risk management
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 30 June 2011.
6 Management Fees
Management fees for the six months ended 31 December 2011 payable to Leaf USA were US$1,855,492 (period ended 31 December 2010: US$1,650,564) and the amount accrued but not paid at the period end was US$259,645 (30 June 2011: US$364,626).
7 Other administration expenses
(Unaudited) | (Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
US$'000 | US$'000 | |
Directors' remuneration (note 8) | 647 | 450 |
Travel and subsistence expenses | 136 | 135 |
Administration fees (note 7.2) | 105 | 222 |
Legal and professional fees (note 7.1 ) | 92 | 296 |
Directors' and Officers' insurance expense | 49 | 54 |
Audit fees | 25 | 71 |
Registrar fees and costs | 22 | 29 |
Printing and stationery expenses | 9 | 29 |
Other expenses | 5 | 41 |
Total | 1,090 | 1,327 |
7.1 Legal and professional fees
Legal and professional fees represent legal, advisory and consultancy fees incurred during and after the implementation of investment acquisitions, as well as work on group and portfolio structuring.
7.2 Administration fees
With effect from November 2009, the Company administrator is entitled to an administration fee, payable quarterly in arrears and calculated in respect of each quarter or other period with a minimum fee of GBP25,000 per quarter at the rate of 0.1% per annum where the total assets of the parent company less borrowings is less than US$100,000,000; 0.09% where the total assets of the Company less borrowings at the end of the relevant quarter is greater than or equal to US$100,000,000 but less than US$200,000,000; and at the rate of 0.08% per annum where the total assets of the Company less borrowings at the end of the relevant quarter is greater than or equal to US$200,000,000.
Administration fees for the periodamounted to US$104,486 (period ended 31 December 2010: US$221,615) and US$51,482 was outstanding as at 31 December 2011 (30 June 2010: US$53,049)
8 Directors' remuneration
Details of the Directors' basic annual remuneration are as follows:
Basic annual remuneration | |
US$'000 | |
Peter Tom (Chairman) | 200 |
Bran Keogh | 400 |
J. Curtis Moffatt | 60 |
Peter O'Keefe | 60 |
720 |
Directors' fees and expenses paid during the six month ended 31 December 2011 were:
31 December 2011 | Directors' fees | Annual bonus | Reimbursements | Total |
US$'000 | US$'000 | US$'000 | US$'000 | |
Peter Tom (Chairman) | 100 | - | 25 | 125 |
Bran Keogh | 200 | 175 | 35 | 410 |
J. Curtis Moffatt | 69 | - | 2 | 71 |
Peter O'Keefe | 103 | - | 7 | 110 |
472 | 175 | 69 | 716 |
31 December 2010 | Directors' fees | Annual bonus | Reimbursements | Total |
US$'000 | US$'000 | US$'000 | US$'000 | |
Peter Tom (Chairman) | 100 | - | - | 100 |
Bran Keogh | 200 | - | 100 | 300 |
J. Curtis Moffatt | 75 | - | 3 | 78 |
Peter O'Keefe | 75 | - | 13 | 88 |
450 | - | 116 | 566 |
The Directors are also entitled to receive reimbursement of any expenses in relation to their appointment. Total fees and expenses paid to the Directors for the six months ended 31 December 2011amounted to US$716,338 (period ended 31 December 2010: US$565,865) of which US$nil was outstanding at 31 December 2011 (June 2011: US$nil). The Directors engaged Mercer Limited to review Leaf's remuneration for its Directors as compared to companies similar to Leaf in the United States and the United Kingdom. The Directors have adopted the recommendations of Mercer effective 1 April 2011.
9 Interest income on investments at fair value through profit or loss
The Group had US$1,466,327 of interest income from loans made by the parent company to its portfolio companies. Of this, US$791,703 was from non-subsidiaries and is recognised in profit or loss. US$674,624 was from Leaf's investment in subsidiaries and was eliminated on consolidation.
10 Impairment of non-financial assets
Non-financial assets are assessed for impairment at each reporting period end. This review is undertaken in conjunction with the review of the Company's investment in each subsidiary.
(Unaudited) | (Unaudited) | |
| 6 months ended 31 December 2011 | 6 months ended 31 December 2010 |
US$'000 | US$'000 | |
Goodwill | (3,850) | (3,314) |
Property, plant and equipment - | - | (3,637) |
Total | (3,850) | (6,951) |
11 Loss per share
Basic and Diluted
Basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the period:
(Unaudited) | (Unaudited) | |
6 months ended 31 December 2011 | 6 months ended 31 December 2010 | |
Loss attributable to equity holders of the parent (US$'000) | (4,054) | (11,789) |
Weighted average number of ordinary shares in issue (thousands) | 133,280 | 139,865 |
Basic and fully diluted loss per share (cents per share) | (3.04) | (8.43) |
There is no difference between the basic and diluted loss per share for the period.
12 The Subsidiaries
Since incorporation, for efficient portfolio management purposes, the Company has established the following subsidiary companies:-
Country ofincorporation | Percentage ofshares held | |
Leaf Bioenergy Company | Cayman Islands | 100% |
Leaf Biomass Company | Cayman Islands | 100% |
Leaf Biomass Investments, Inc.* | USA (Delaware) | 100% |
Leaf Clean Energy USA, LLC | USA (Delaware) | 100% |
Leaf Escalona Company* | Cayman Islands | 100% |
Leaf Hydro Company | Cayman Islands | 100% |
Leaf Invenergy Company* | Cayman Islands | 100% |
Leaf Invenergy US Investments, Inc* | USA (Delaware) | 100% |
Leaf LFG Company | Cayman Islands | 100% |
Leaf LFG US Investments, Inc.* | USA (Delaware) | 100% |
Leaf MaxWest Company* | USA (Delaware) | 100% |
Leaf Miasole* | Cayman Islands | 100% |
Leaf Range Fuels Company* | Cayman Islands | 100%
|
Leaf Skyfuels Company* | Cayman Islands | 100% |
Leaf Solar Company | Cayman Islands | 100% |
Leaf VREC* | Cayman Islands | 100% |
Leaf Waste Energy | Cayman Islands | 100% |
Leaf Wind Company | Cayman Islands | 100% |
*Indirect subsidiaries
The Company also has control over the following underlying investee companies:
Country ofincorporation | Principal activity | Effective interest held | |
Energia Escalona Coopertief U.A | Netherlands | Hydro Energy | 87.5% |
Escalona B.V | Netherlands | Hydro Energy | 87.5% |
Energia Escalona I S.A. de C.V | Mexico | Hydro Energy | 87.5% |
Energia Escalona s.r.l. | Mexico | Hydro Energy | 87.5% |
Energentum S.A. de C.V | Mexico | Hydro Energy | 86.6% |
Johnstown Regional Energy LLC | USA (Pennsylvania) | Landfill | 100% |
MaxWest Environmental Systems Inc | USA (Nevada) | Waste Energy | 44.8% |
Multitrade Rabun Gap LLC | USA (Virginia) | Biomass | 75%(1) |
Multitrade Telogia LLC | USA (Virginia) | Biomass | 66.25% |
Telogia Power LLC | USA (Virginia) | Biomass | 66.25% |
(1) Voting rights 81.9%
13 Investments
Investments comprise ordinary stock, loans and preferred stock carrying a cumulative preferred dividend, preferential return of capital and capped rights to share in profits. The Directors, with advice from the in-house management team, Leaf Clean Energy USA, LLC, have reviewed the carrying value of each investment and calculated the aggregate value of the Company's portfolio. Investments are measured at the Directors' estimate of fair value at the reporting date, in accordance with IAS 39 'Financial Instruments: Recognition and measurement'.
13.1 Investments at fair value through profit or loss
(Unaudited) |
(Audited) | |
31 December 2011 US$'000 | 30 June 2011 US$'000 | |
Balance brought forward | 131,424 | 80,676 |
Addition from deconsolidation of subsidiary | - | 23,843 |
Capital return | (10,000) | - |
Additional investments | 2,500 | 26,155 |
Movement in fair value of investments | 3,700 | 750 |
Balance carried forward | 127,624 | 131,424 |
Investments are stated at fair value through profit or loss on initial recognition. Loans are stated at fair value in conjunction with the related equity investment in the investee company. All investee companies are unquoted.
13.2 Portfolio valuation methodology
Unquoted investments are valued by applying an appropriate valuation technique, which makes maximum use of market-based information, is consistent with models generally used by market participants and is applied consistently from period to period, except where a change would result in a better estimation of fair value. The Company primarily invests in unquoted direct investments. Unquoted direct investments have characteristics similar to private equity investments, in that the value is generally determined through the sale or flotation of the entire business, rather than the sale of an individual instrument. Valuations of such investments are based upon the "International Private Equity and Venture Capital Valuation Guidelines."
The in-house management team conducted a valuation analysis of the Company's investment portfolio based upon standard valuation approaches compatible with the "International Private Equity and Venture Capital Valuation Guidelines." Given the uncertainties inherent in estimating the fair value of unquoted direct investments, a degree of caution was applied by the Asset Advisor in exercising judgements and making the necessary estimates.
14 Property, plant and equipment
Total | |
US$'000 | |
Cost | |
Balance at 1 July 2011 | 57,674 |
Additions | 1,282 |
Balance at 31 December 2011 | 58,956 |
Depreciation | |
Balance at 1 July 2011 | 12,660 |
Charge for the period | 2,359 |
Balance at 31 December 2011 | 15,019 |
Carrying amounts | |
30 June 2011 | 45,014 |
31 December 2011 | 43,937 |
As of 31 December 2011, the Group was of a view that the deferred infrastructure grant of one of its subsidiaries should be reclassified from noncurrent liability to property, plant and equipment. The reclassification contributed nil impact to the net profits and the net assets of the Group.
15 Intangible assets
Goodwill | Other intangible assets | Total | |
US$'000 | US$'000 | US$'000 | |
Cost | |||
Balance as at 30 June 2011 | 16,237 | 2,249 | 18,486 |
Amortisation and impairment losses | |||
Balance as at 1 July 2011 | (4,801) | (261) | (5,062) |
Amortisation | - | (76) | (76) |
Impairment loss | (3,850) | - | (3,850) |
Balance at 31 December 2011 | (8,651) | (337) | (8,988) |
Carrying amounts | |||
30 June 2011 | 11,436 | 1,988 | 13,424 |
31 December 2011 | 7,586 | 1,912 | 9,498 |
Other intangible asset
Other intangible assets comprise an Electric Power Purchase and Sale agreement with Seminole Electric Cooperative with a Group subsidiary, Multitrade Telogia LLC. The subsidiary agreed to sell and Seminole Electric Cooperative agreed to buy power upon commencement of commercial operations. The contract ends in November 2023.
16 Share capital
Ordinary shares of GBP0.0001 each | Number of shares | Share capital | Share premium |
US$'000 | US$'000 | ||
At 30 June 2010 | 132,675,726 | 29 | 311,574 |
Repurchased during the period | (1,350,000) | - | (1,659) |
At 31 December 2011 | 131,325,726 | 29 | 309,915 |
17 Loans and borrowings
(Unaudited) 31 December 2011 US$'000 | (Audited) 30 June 2011 US$'000 | |
Current loans | 2,227 | 2,840 |
Non-current loans | 34,753 | 28,094 |
Total | 36,980 | 30,934 |
Long term debt comprises:
(i) a promissory note of US$8,200,000 executed by a Group subsidiary to finance the construction of a methane recovery project secured by a mortgage and security interest in all the assets of that project and the note is payable over 180 months, which began in October 2006. The note bears interest at a rate of 8.11% per year; and
(ii) a promissory note of US$20,701,000 through the Rural Utilities Service (RUS), an agency of the U.S. Department of Agriculture, executed by a Group subsidiary as long term financing for its biomass power plant, the construction of which had been previously financed on a short term basis by the Company. While the total available principal is US$20,701,000, with a maturity of 31 December 2029, advances to 30 June 2010 were US$14,211,653, and to 31 December 2010 were US$20,701,000, which are included in the above balances. Repayment began on 31 December 2010. Interest is payable quarterly at a rate of 3.247% per annum. The loan places certain restrictions on the Group subsidiary along with the pledge of most of the assets and income; and
(iii) a promissory note of US$6,500,000 through a commercial bank, guaranteed by the U.S. Department of Agriculture,
executed by a Group subsidiary as long term financing for its biomass power plant, the construction of which had been previously financed on a short term basis by the Company. Interest is payable monthly at an annualized rate of 275 basis points above the U.S. Prime Rate. The loan places certain restrictions on the Group subsidiary along with the pledge of most of the assets and income.
18 Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions.
The Company administrator and the Directors are considered related parties due to the significance of the contracts with these parties. Details of the fee arrangements with these parties are given in notes 7.2 and 8.
19 Subsequent Events
Leaf Clean Energy Company purchased 2,500,000 shares at GBP0.78 per share in January 2012.
Related Shares:
LEAF.L