Final Results

TEG Group (The) PLC 03 April 2008 For release 07.00am 3 April 2008 TEG GROUP PLC (TEG) ('TEG' or 'the Group') FINAL RESULTS for the year ended 31 December 2007 'Continued Progress; Significant Upturn in Revenues and Sales of Waste Services in H2; Further Local Authority Sales' TEG Group Plc, the leading green technology Group, which converts organic wastes into natural organic fertiliser, announces its final results for the year ended 31 December 2007. Highlights Financial • Overall trading position as expected following announcements in 2007 and poor H1 • Turnover was £2,169,000 (2006: £3,559,000) in the main resulting from the phased nature of capital projects in comparison to prior period; Loss for the year of £3,034,000 (2006: loss £1,257,000) increased due to investment in group resources in preparation for construction programme for Greater Manchester • Turnover during H2 increased significantly by 304% to £1,633,000 (H1: £536,000) • First full year adoption of International Financial Reporting Standards (IFRS) • Fundraising - In March 2007 and in preparation for the Greater Manchester Waste PFI Contract and other opportunities, TEG raised £11 million before expenses by way of an institutional placing. The placing was over-subscribed with significant institutional demand and several new investors participating • Strong outlook for trading in 2008 and beyond Greater Manchester Waste PFI Contract • An Advanced Works Order ('AWO') for the Contract, worth £523,000 was concluded in January 2008, with significant progress towards conclusion of main contracts (worth up to £35 million in sales orders) achieved • Extension of AWO expected early April, full contract completion 29 April 2008 Verdia Horticulture Limited ('Verdia') • Verdia was formed in 2007 as a Joint Venture Group between TEG and Glendale Managed Services Limited to focus on the sale of high grade products into the horticulture market. This JV represents another significant endorsement of TEG and its technology with a first plant at Hillbarton, a Glendale site near Exeter, due for completion at end of Q3 2008 Construction and Operations • Perth, Scotland - PPC permit modifications completed - Board believes the plant is the first and only plant to date to achieve the higher PPC standard of licensing introduced into Scotland. Perth had an encouraging H2 performance and was cash positive for the period. Recent contract gains indicate that the plant will be operating at full capacity by May 2008 • Preston, Sherdley Farm - A second 12-cage line has been installed, increasing capacity to approx. 12,000 tonnes pa. Following completion of a new waste receipt facility and with demand in the North West being strong, the plant has been able to ramp up to full capacity quickly. All capacity is now sold and it is expected to perform well in 2008 • Todmorden, West Yorkshire - One of the UK's biggest composting plants, this 50,000 tonnes pa facility was completed to schedule with its first two lines successfully commissioned in May and June 2007. Performance has been good and it is anticipated that existing capacity will be filled and new capacity added by mid 2008 • Greater Manchester Waste Ltd - TEG secured a two year £900,000 interim waste management contract for green waste supply into Todmorden and Sherdley Farm • Four Local Authority Contracts to supply separately collected kitchen waste to Todmorden and Sherdley Farm. Contract also secured with Veolia for up to 9,000 tonnes per annum of garden waste, on a renewable contractual basis. Aggregate value of contracts between £245,000 - 350,000 per annum • Gwynedd Council - Construction of facility commenced in September 2007 and work continues on schedule for hand over in April 2008 - approx. £1.45m contract to supply TEG Silo Cage plant and equipment • Swansea & Banham, Norfolk - During H1 2007 TEG completed handover of both facilities Commenting, Nigel Moore, Non-Executive Chairman, TEG Group Plc, said: 'As previously announced, the Group's pipeline of opportunities is stronger than ever and it is actively bidding for in excess of 30 significant contracts in addition to a large number of smaller waste sales opportunities'. 'In addition, the market continues to strengthen and is projected to do so for the foreseeable future. The success of the TEG facilities to date and the endorsement demonstrated by the Greater Manchester, Verdia and Gwynedd contracts further strengthens the Board's belief that the Group has an exciting future and significant growth can be anticipated'. ENDS Contact: The TEG Group Plc Tel: 01772 314100 Michael Fishwick, Chief Executive Adventis Financial PR Tel: 020 7034 4758/4759 Tarquin Edwards/Chris Steele 07879 458 364/07979 604 687 Canaccord Adams (Nomad) Tel : 020 7050 6500 Robert Finlay / Bhavesh Patel Editor's Notes: Greater Manchester Waste PFI Contract On 29 January 2007, TEG announced that it is a principal sub-contractor to the Viridor-Laing consortium that has been awarded preferred bidder status for the Greater Manchester Waste PFI contract. TEG is the exclusive supplier of In Vessel Composting ('IVC') technology to the consortium and following financial closure, TEG will receive an order to supply all the IVC capacity in the Greater Manchester region. TEG is expected to build four plants as part of the consortium, over the period from 2008 to 2011 with a combined capacity of 175,000 tonnes per annum, producing 125,000 tonnes of compost product per annum. The plants will all process green waste and kitchen waste collected from households in the Greater Manchester region. TEG TEG provides an in-vessel composting technology, which is one of the few approved technologies capable of treating animal by-product (ABP) waste. Plant economics are predominantly driven by the gate fees charged, rather than the value of the end product (compost). The TEG process is an economic alternative to landfill. The Silo Cage system, one of the few technologies in Europe capable of treating this waste, is a natural process producing compost as an end product, used as an excellent soil conditioner that fertilises, retains moisture, provides structure and reduces the incidence of plant disease. TEG's Silo-Cages are housed in self-contained buildings, are not unsightly and are environmentally friendly. Customers include local authorities, waste management companies, food processors, farmers and landowners. The Group's expanding market is driven by increasingly stringent EU and UK legislation regulating the treatment and disposal of organic waste. Statutory targets for the diversion of waste from landfill increase annually through to 2020, increasing TEG's market opportunity year on year. The Waste Resource Action Programme estimates that 450 composting plants will be needed by 2020 to satisfy local authority requirements alone, and there is increasing demand from the private sector driven by ABP legislation. NOFCO is a marketing company specialising in the development of end markets for compost products, an important aspect of all plant developments and key to local authority development. The Company has an expertise in the development of agricultural and horticultural markets and this capability is to be provided to customers to enhance TEG's overall service offering. Chairman's statement I am pleased to present the Group's 2007 annual report. TEG has continued to make excellent progress and I am pleased to report a significant upturn in revenues in the latter half of 2007 during which TEG saw a healthy upturn in sales of waste services at its own facilities and was pleased to secure a further Local Authority sale to Gwynedd Council. Whilst disappointed with trading in 2007, during which there were a number of delays and disappointments beyond our control, the Group resumed its excellent progress in the second half of the year. The Board's confidence in TEG's growth prospects during 2008 and beyond has been reinforced by the performance of the business during the latter half of 2007 and early 2008 and the Board believes TEG remains on track to become the composting technology provider of choice.. The change to Landfill Tax to be implemented in April 2008, an annual increase of £8 per tonne of waste, has resulted in a significant increase in demand in 2008. In addition, I was delighted in Quarter 1 of the current year to announce the conclusion of the Advanced Works Order ('AWO') for the Greater Manchester Contract (9 January 2008) and the first development project under Verdia Horticulture Limited. It is also hugely encouraging that I can report TEG has secured waste contracts with several Local Authorities including Calderdale Council, Preston City Council and Oldham Council, as well as securing a significant contract with Veolia. With the expansion of contracts with Sita and Perth & Kinross Council, and a strong pipeline of near term sales, I am delighted to report that both Perth and Sherdley Farm are approaching full capacity. As we announced during 2007, there were a number of factors that influenced trading performance. Whilst delighted with our success in Greater Manchester, the Group had to make significant increases to its technical, engineering and commercial resources, in preparation for the contract, yet without generating revenues owing to the delays in contract completion. Trading in the first half at Perth was disappointing and as the Group brought the Todmorden plant on line, it was impacted by the resultant start-up losses generated as the plant ramped up in capacity. Finally, the phasing of capital projects resulted in significantly lower capital sale revenue than in 2007. However, 2007 full year turnover of £2,169,000 (2006: £3,559,000) against the 2007 interim figure of £536,045 reflects the significant growth in the second half of the year. Losses were £3,034,000 compared to £1,257,000 in the same period in 2006. No dividend is recommended. These accounts are the first full year to be prepared in accordance with International Financial Reporting Standards (IFRS). The IFRS transition has been completed. Two adjustments to reported loss before tax for the year ended 31 December 2006 have been identified, those being: • Reversal of amortisation of goodwill (£213k), and • Capitalisation of interest on plant construction projects (£29k) Greater Manchester Waste PFI Contract The Advanced Works Order ('AWO') for the contract, itself worth £523,000, was received in January 2008 and detailed design work is underway for the first two plants to be constructed, namely Rochdale and Bredbury. I am pleased to report that significant progress has been made towards the conclusion of the main contracts and the Board anticipates that the AWO will be extended significantly to allow procurement to commence on the first contract in early April, and full completion of contracts by 29 April 2008. On award of the extended AWO, TEG expects to move immediately into the procurement and construction phase of the Rochdale plant where planning permission is already in place. The scope of the project remains largely unchanged with TEG due to construct four plants between 2008 and 2011 to process 175,000 tonnes of waste per annum. The 3 further plants to be constructed by TEG are progressively scheduled for construction between the final quarter of 2008 and the first quarter of 2011. TEG's customer will be Costain who in turn is retained by the Viridor/Laing consortium. It is anticipated that revenues will be in excess of £35m over the period of the contract, including the revenues from the AWO, which will become a part of the main contract on completion. TEG did not recognise any revenues from this contract in 2007, but will be able to do so in 2008. Verdia Horticulture Limited During 2007, TEG formed a joint venture company with Glendale Managed Services Limited. The new company, Verdia Horticulture Limited ('Verdia'), has been formed to focus on the horticulture market, manufacturing high grade compost and fertiliser products to be sold into the horticulture sector. Its focus will be on building and operating medium scale composting facilities, typically 10-15,000 tonnes per annum to produce horticultural grade products for sale to Glendale and to regional horticultural markets. It is anticipated that Verdia will build between 6 and 8 facilities over the next 2 to 3 years, geographically spread throughout the UK. It is anticipated that the capital required will be funded largely by bank finance. This venture follows 12 months of successful collaboration between the parties. TEG will supply TEG Silo Cage plants to Verdia and will provide technical expertise and support, as well as marketing services for waste supply to the plants. This is another significant endorsement of TEG and its technology and offers an opportunity for the Group to establish itself in the horticultural products sector. The first plant to be constructed by Verdia will be at Hillbarton, a Glendale site near Exeter. This 14,000 tonnes per annum facility is expected to be completed by the end of Quarter 3 of 2008. Plant Sales and Construction During the first half of 2007, TEG completed the handover of the plants built for The City and County of Swansea and for Banham Compost Limited. The construction of a third facility, for Gwynedd Council, commenced in September 2007 and I am pleased to say remains on schedule to be handed over in April 2008. The Gwynedd Council contract is for a 5,000 tonnes per annum facility and TEG's scope of work includes the building and surrounding infrastructure in addition to the TEG Silo Cage plant and equipment. The total value of the contract is approximately £1.45m. The Todmorden facility was completed to schedule and the first 2 lines were successfully commissioned in May and June. With the exception of some remedial work required to the building air extract system, we have been very pleased with the performance of the plant. A second 12-cage line was installed at the Sherdley facility, increasing capacity from 6,000 tonnes per annum to approximately 12,000 tonnes per annum and a new waste receipt building was completed in October 2007. The final modifications were completed in Perth to comply with the conditions of the Pollution Prevention and Control (PPC) permit conditions introduced by the Scottish Environmental Protection Agency (SEPA) in 2006. These included the installation of building air extract equipment and a product off-take gantry. The Board believes the plant is the first to achieve the higher PPC standard of licensing introduced in Scotland and that it remains the only plant licensed to date. Group Plant Operations The Group secured an interim waste management contract with Greater Manchester Waste Ltd to process green and garden waste at its Todmorden and Sherdley Farm facilities. The contract is for a period of 2 years from May 2007 with a further 1 year extension option. Over the first 2-year period, TEG will receive 44,000 tonnes of waste and the contract value will be approximately £900,000. In addition, the Group secured contracts of varying lengths from four local authorities for the supply to TEG of separately collected kitchen waste to Sherdley Farm and Todmorden. The local authorities include Preston City Council, Calderdale Council and Oldham Borough Council. A contract was also secured with Veolia for up to 9,000 tonnes per annum of garden waste. More recently, the contract with Sita and Perth & Kinross Council to process co-mingled garden and kitchen waste was expanded by a further 2,000 tonnes per annum. I am pleased to report that the plant at Perth has run well and has achieved its planned capacity. Despite it being necessary to inform the financial markets in June 2007 that the waste and local authority markets in Scotland were developing more slowly than anticipated and sales of higher value waste had been below plan, I am pleased to report that the second half performance was greatly encouraging and the Perth business was cash positive for the period. With the recent contract gains, the plant is expected to be operating at full capacity by May 2008. Following completion of the waste receipt facility, the Sherdley Farm plant ramped up to full capacity and that capacity was quickly filled. Demand in the North West is very strong and the Board is confident that Sherdley Farm will perform well in 2008. Plant performance at Todmorden has been good and volume of waste supply to the plant has been excellent, though a large proportion has been green waste. The proportion of higher value waste is increasing with new sales and it is anticipated that the existing capacity will be filled by Quarter 2 of 2008 and capacity will need to be increased by mid 2008. R&D contracts Further R&D work has taken place for Shell in conjunction with the University of Westminster. If successful, further pilot scale work will be undertaken at Perth. The United Utilities trials on sewage products were completed successfully and the Group awaits the outcome of a review of direction. Fundraising In preparation for the Greater Manchester contract and in anticipation of future build own and operate opportunities, TEG successfully raised £11,000,000 before expenses of £629,000, the cost of which has been charged against the share premium account. The year end cash balance was £8,916,000. Natural Organic Fertiliser Company ('NOFCO') NOFCO was established in January 2007 to focus on markets for compost, both to ensure secure supply options for TEG and to leverage increased value from what we believe to be a very good quality, nutrient rich product. While still in its infancy we are very pleased with some immediate successes and with the influence the company is able to exert in the market place. NOFCO carried out full scale crop growing trials at Sherdley Farm that were a resounding success. The yield from the maize crop was some 100% greater than the regional average and demonstrated the high value of the TEG product. Market Update The market continues to grow strongly as both Landfill Allowance Trading Scheme ('LATS') targets and Landfill Tax make an impact on the Local Authority and private sector markets. As previously announced, LATS targets increase annually and the level of Local Authority activity grows continuously. However, TEG has observed that the biggest influence in the last 6 months has been the impending rise in Landfill Tax ('LFT'). The Chancellor announced in 2007 that LFT would rise in April 2008 by £8 per tonne of waste landfilled. Together with annual cost increases by operators, this will result in price increases of £9-10 per tonne. This rise in LFT will also be imposed in 2009 and 2010 bringing the tax to a total of £48 per tonne by 2010, an increase of 100% over the 3 year period. TEG has observed a step change in market activity and recycling as the April deadline approaches. Management The Group has continued to strengthen its business development, engineering, operational and technical teams in advance of the anticipated construction programme for Greater Manchester and other projects that are close to completion. This has of course been balanced by the knowledge that revenues have not yet commenced for these projects but it is important that the Group is prepared for the increase in activity on completion. Ron McIlwraith, an experienced senior engineering and projects manager, joined the TEG Environmental Limited Board as Engineering Director in October 2007 in anticipation of the Greater Manchester contract and other construction projects currently in the pipeline. Future Prospects As previously announced, the Group's pipeline of opportunities is stronger than ever and it is actively bidding for in excess of 30 significant contracts in addition to a large number of smaller waste sales opportunities. In addition, the market continues to strengthen and is projected to do so for the foreseeable future. The success of the TEG facilities to date and the endorsement demonstrated by the Greater Manchester, Verdia and Gwynedd contracts further strengthens the Boards belief that the Group has an exciting future with a strong outlook for trading in 2008 and beyond. Nigel Moore Chairman 3 April 2008 Consolidated income statement For the year ended 31 December 2007 2007 2006 Notes £'000 £'000 Continuing operations Revenue 4 2,169 3,559 Cost of sales (2,405) (2,952) Gross (loss)/profit (236) 607 Other expenses (3,118) (1,964) Operating loss from continuing operations 4 (3,354) (1,357) Finance income 436 155 Finance costs (202) (116) Loss before tax (3,120) (1,318) Income tax 5 86 61 Loss for the year (3,034) (1,257) Attributable to: Equity holders of the parent (3,034) (1,257) Retained loss (3,034) (1,257) Loss per share Basic and diluted (pence) 6 (6.725) (3.757) Consolidated balance sheet As at 31 December 2007 2007 2006 £'000 £'000 ASSETS Non-current assets Goodwill 2,270 2,270 Other intangible assets - - Interest in joint venture - - Property, plant and equipment 9,839 7,594 12,109 9,864 Current assets Inventories 234 356 Trade and other receivables 1,106 648 Taxation receivable 86 61 Cash and cash equivalents 8,916 2,242 10,342 3,307 Total assets 22,451 13,171 LIABILITIES Current liabilities Trade and other payables 1,084 1,155 Borrowings 150 156 Deferred consideration 252 267 1,486 1,578 Non-current liabilities Borrowings 2,099 213 Deferred consideration 1,585 1,770 3,684 1,983 Total liabilities 5,170 3,561 Net assets 17,281 9,610 EQUITY Equity attributable to equity holders of the parent Share capital 2,414 1,902 Share premium 29,357 19,388 Other reserve 551 327 Retained losses (15,041) (12,007) Total equity 17,281 9,610 Consolidated statement of changes in shareholders' equity for the year ended 31 December 2007 Share Share Other Retained Total capital premium reserve losses £'000 £'000 £'000 £'000 £'000 Balance at 1 January 2006 1,319 12,310 154 (10,750) 3,033 Loss for the year - - - (1,257) (1,257) Issue of new ordinary share capital 575 - - - 575 Premium on issue of new ordinary share capital - 7,523 - - 7,523 Issue costs - (445) - - (445) Recognition of share-based payments - - 173 - 173 Issue of ordinary shares under employee share option 8 - - - 8 plan Balance at 1 January 2007 1,902 19,388 327 (12,007) 9,610 Loss for the year - - - (3,034) (3,034) Issue of new ordinary share capital 500 - - - 500 Premium on issue of new ordinary share capital - 10,598 - - 10,598 Issue costs - (629) - - (629) Recognition of share-based payments - - 224 - 224 Issue of ordinary shares under employee share option 12 - - - 12 plan Balance at 31 December 2007 2,414 29,357 551 (15,041) 17,281 Consolidated cash flow statement For the year ended 31 December 2007 2007 2006 £'000 £'000 Cash flows from operating activities Loss after taxation (3,034) (1,257) Adjustments for: Depreciation 579 310 Share based administrative expense 224 173 Taxation credit recognised in income statement (86) (61) Interest expense 202 116 Investment income (436) (155) Loss / (profit) on sale of property, plant and equipment 10 (3) Increase in trade and other receivables (458) (281) Decrease / (increase) in inventories 122 (233) Increase / (decrease) in trade payables 389 (339) Cash used in operations (2,488) (1,730) Interest paid (102) (36) Income taxes received 61 64 Net cash used in operating activities (2,529) (1,702) Cash flows from investing activities Acquisition of business - deferred consideration (300) (300) Purchase of property, plant and equipment (3,259) (6,329) Proceeds from sale of equipment 3 11 Interest received 436 155 Net cash used in investing activities (3,120) (6,463) Cash flows from financing activities Proceeds from issue of share capital 10,481 7,661 New bank loans raised 2,000 426 Repayment of loan (142) (71) Payment of finance lease liabilities (16) (23) Net cash from financing activities 12,323 7,993 Net increase / (decrease) in cash and cash equivalents 6,674 (172) Cash and cash equivalents at beginning of the year 2,242 2,414 Cash and cash equivalents at end of the year 8,916 2,242 Notes 1. Basis of preparation The financial information set out in this announcement does not constitute the statutory accounts of the Group for the year ended 31 December 2007. The auditors reported pm those accounts; their report was unqualified and did not contain a statement under section 237 (2) or (3)of the Companies Act 1985. The statutory accounts for the year ended 31 December 2007 will be delivered to the registrar of Companies following the Company's Annual General Meeting. Whilst the financial information included in this preliminary announcement has been computed in accordance with International Financial Reporting Standards (IFRS), this announcement in itself does not contain sufficient information to comply with IFRS 2. Significant accounting policies The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), including International Accounting Standards (IAS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). Practice is continuing to evolve on the application and interpretations of IFRS. Further standards may be issued by the International Accounting Standards Board (IASB) and standards currently in issue and endorsed by the EU may be subject to interpretations issued by IFRIC. IFRS, as adopted by the EU, differs in certain respects from IFRS as issued by the IASB. However, the consolidated financial statements for the period presented would be no different had the Group applied IFRS as issued by the IASB. References to IFRS hereafter should be construed as references to IFRS as adopted by the EU. The preparation of financial statements, in conformity with generally accepted accounting principles under IFRS, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. The financial statements have been prepared using the measurement basis specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the detailed accounting policies below. The policies have changed from the previous year when the financial statements were prepared under applicable United Kingdom Generally Accepted Accounting Principles (UK GAAP). The comparative information has been restated in accordance with IFRS. The changes to accounting policies are explained in note 2, together with the reconciliation of opening balances. The date of transition to IFRS was 1 January 2006 (transition date). The Group has taken advantage of certain exemptions available under IFRS 1 ' First-time adoption of International Financial Reporting Standards'. The exemptions used are explained under the respective accounting policy. The accounting policies that have been applied in the opening balance sheet have also been applied throughout all periods presented in these financial statements. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 31 December 2007. Basis of consolidation The Group financial statements consolidate those of the company and its subsidiary undertakings drawn up to the balance sheet date. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Business combinations completed prior to date of transition to IFRS The Group has elected not to apply IFRS 3 'Business Combinations' retrospectively to business combinations prior to date of transition. Accordingly, the classification of the combination (acquisition) remains unchanged from that used under UK GAAP. Assets and liabilities are recognised at the date of transition if they would be recognised under IFRS, and are measured using their UK GAAP carrying amount immediately post-acquisition as deemed cost under IFRS, unless IFRS requires fair value measurement. Deferred tax is adjusted for the impact of any consequential adjustments after taking advantage of the transitional provisions. Joint venture A joint venture is a contractual arrangement whereby the Group undertakes an economic activity which is subject to joint control with third parties. The Group's interests in jointly controlled entities are accounted for using the equity method. Under this method the Group's share of the profit less losses of joint ventures is included in the consolidated income statement and its interest in the net assets is included in non-current assets in the consolidated balance sheet. Where the share of losses in a joint venture exceeds the interest in the entity, the carrying amount is reduced to nil and recognition of further losses is discontinued unless there is a commitment by the Group to make further investment. The interest in the entity is the carrying amount of the investment together with any long-term interests such as subordinated debt that, in substance, form part of the net investment in the entity. Goodwill Goodwill representing the excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired, is capitalised and reviewed annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Intangible assets Intellectual property rights are included at cost and amortised in equal annual instalments over a period of 10 years which is their estimated useful economic life. Provision is made for any impairment. Property, plant and equipment Property, plant and equipment is stated at cost, net of depreciation and any provision for impairment. No depreciation is charged during the period of construction. Borrowing costs on property, plant and equipment under construction are capitalised during the period of construction based on specific funds borrowed. Disposal of assets The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the income statement. Depreciation Depreciation is calculated to write down the cost less accumulated depreciation of all property, plant and equipment other than freehold land over their estimated useful economic lives. The rates generally applicable are: Vehicles 3 years straight line Silo-cage systems 15 years straight line Fixtures and fittings 25% reducing balance Plant and machinery 25% reducing balance Buildings 4% straight line Material residual value estimates are updated as required, but at least annually, whether or not the asset is revalued. Impairment testing of goodwill and property, plant and equipment For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors the related cash flows. Goodwill, other individual assets or cash-generating units that include goodwill are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. Taxation Income tax credit represents the tax currently receivable in respect of research and development tax credits. Taxable loss differs from loss before tax as reported in the income statement 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 asset for current tax is calculated using the 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 the 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 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 nor 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 interest in subsidiaries and associates, and interest in joint ventures where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences 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 average tax rates that are expected to apply in the periods in which the timing difference are expected to reverse based on tax rates and laws that have been substantially enacted by the balance sheet date. 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. Research and development Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which it is incurred. Inventories Inventories are stated at the lower of cost and net realisable value after making allowance for obsolete and slow moving items. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the weighted average method. Net realisable value is based on estimated selling price less further costs expected to be incurred to completion. Revenue Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied and services provided, excluding VAT and trade discounts. Revenue is recognised upon the performance of services or transfer of risk to the customer. Rendering of services relating to processing waste When the outcome of a transaction involving the processing of waste can be estimated reliably, revenue associated with the transaction is recognised when the Group receives the waste, being the point at which it fulfils its contractual obligation to the customer. The outcome of the transaction is deemed to be able to be estimated reliably when all the following conditions are satisfied: • the amount of revenue can be measured reliably. • it is probable that the economic benefits associated with the transaction will flow to the entity. • the company receives the waste, being the point at which it fulfils its contractual obligation to the customer and • the costs incurred in processing the waste that can be measured reliably. Construction contracts Contract revenue reflects the contract activity during the year and is measured at the fair value of consideration received or receivable. When the outcome can be assessed reliably, contract revenue and associated costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date. The stage of completion of the contract at the balance sheet date is assessed by reference to completed key milestones, those being: • Design • Procurement • Component manufacture • Enabling works • Civil Engineering • Building fabrication • Mechanical and electrical installation of various components of the TEG Silo-cage plant • Functional testing • Commissioning Where the outcome of a long term contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs incurred that it is probable will be recoverable, and contract costs are recognised as an expense in the period in which they are incurred. In the case of a fixed price contract, the outcome of a construction contract is deemed to be estimated reliably when all the following conditions are satisfied: • total contract revenue can be measured reliably • it is probable that economic benefits associated with the contract will flow to the Group • both the contract costs to complete the contract and the stage of completion at the balance sheet date can be measured reliably, and • the contract costs attributable to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior estimates. The gross amount due from customers for contract work is presented as an asset for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. The gross amount due to customers for contract work is presented as a liability for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less losses). Full provision is made for losses on all contracts in the year in which the loss is first foreseen. Interest Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset and allocates the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Employee benefits - retirement benefit costs The pension costs charged against profits are the contributions payable to the scheme in respect of the accounting period. Foreign currency Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in profit or loss in the period in which they arise. Leased assets In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability. Leases of land and buildings are split into land and buildings elements according to the relative fair values of the leasehold interests at the date of entering into the lease agreement. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the income statement over the period of the lease. All other leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight line basis over the lease term. Lease incentives are spread over the term of the lease. Share-based payment - equity settled All share-based payment arrangements granted after 7 November 2002 that had not vested prior to 1 January 2006 are recognised in the financial statements. All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date. All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to 'other reserve'. The expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting. Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. Financial assets Financial assets are divided into the following categories: loans and receivables and financial assets at fair value through profit or loss. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which they were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available. All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets other than those categorised as at fair value through profit or loss are recognised at fair value plus transaction costs. Financial assets categorised as at fair value through profit or loss are recognised initially at fair value with transaction costs expensed through the income statement. Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated by the entity as at fair value through profit or loss upon initial recognition. Subsequent to initial recognition, the financial assets included in this category are measured at fair value with changes in fair value recognised in the income statement. Financial assets originally designated as financial assets at fair value through profit or loss may not be reclassified subsequently. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables are classified as loans and receivables. Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement. Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows. An assessment for impairment is undertaken at least at each balance sheet date. A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred and that transfer qualifies for de-recognition. A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for de-recognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the Group neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset. Financial liabilities Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities categorised as at fair value through profit or loss are recorded initially at fair value, all transaction costs are recognised immediately in the income statement. All other financial liabilities are recorded initially at fair value, net of direct issue costs. Financial liabilities are categorised as at fair value through profit or loss where they are classified as held-for-trading or designated as at fair value through profit or loss on initial recognition. Financial liabilities categorised as at fair value through profit or loss are re-measured at each reporting date at fair value, with changes in fair value being recognised in the income statement. All other financial liabilities are recorded at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance costs in the income statement. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the income statement on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or equity in accordance with the substance of the contractual arrangement. Equity Equity comprises the following: • 'Share capital' represents the nominal value of equity shares. • 'Share premium' represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. • 'Other reserve' represents equity-settled share-based employee remuneration until such share options are exercised. • 'Profit and loss reserve' represents retained losses. Borrowing costs Borrowing costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognised in the income statement in the period in which they are incurred. Critical accounting and judgements and key sources of estimation uncertainty Estimates and accounting judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The preparation of financial statements under IFRS requires management to make assumptions and estimates about future events. The resulting accounting estimates will, by definition, differ from actual results. The assumptions and estimates that have a significant risk of causing a material adjustment within the next financial year are: Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Recognition of revenue and profit on construction project management Revenue and profit are recognised by reference to the estimated stage of completion to the extent of contract costs incurred that it is probable will be recoverable. Adoption of new and revised standards Standards and Interpretations in issue not yet adopted At the date of the authorisation of these financial statements, the following standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective. The directors anticipate the adoption of these standards and interpretations will have no material impact on the Group's financial statements, with the exception if IAS 1, which will effect the presentation of changes in equity and introduces a statement of comprehensive income. This amendment will not affect the financial position or results of the Group but will give rise to additional disclosure. The directors anticipate that the Group will adopt these standards and interpretations on their effective dates. • IAS 1 Presentation of financial statements (revised 2007) (effective 1 January 2009); • IAS 23 Borrowing costs (revised 2007) (effective 1 January 2009) • IAS 27 Consolidation and separate Financial Statements (revised 2008) (effective 1 July 2009) • Amendment to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation (effective 1 January 2009) • IFRS 3 Business Combinations (Revised 2008) (effective 1 July 2009) • IFRS 8 Operating segments (effective 1 January 2009) • IFRIC 11 IFRS 2 Group and treasury share transaction (effective 1 March 2007); • IFRIC 12 Service concession arrangements (effective 1 July 2008); and • IFRIC 13 Customer loyalty programmes (effective 1 July 2008) • IFRIC 14 and IAS19 The limit on defined benefit asset, minimum funding requirements and their interaction (effective 1 January 2008). 3. Explanation of transition to International Financial Reporting Standards (IFRS) As stated in the 'Basis of preparation', these are the Group's first consolidated financial statements in accordance with the measurement and recognition rules of IFRS. An explanation of how the transition from UK GAAP to IFRS has affected the Group's financial position, financial performance and cash flows is set out below. IFRS 1 permits companies adopting IFRS for the first time to take certain exemptions from the full requirements of IFRS in the transition period. These financial statements have been prepared on the basis of taking the following exemption: • Business combinations prior to 1 January 2006, the Group's date of transition have not been restated to comply with IFRS 3 'Business Combinations'. Explanation of reconciliation from UK GAAP to IFRS for the balance sheet and income statement The adoption of IFRS by the Group has resulted in some reordering and changes to the presentation of certain balances within both the income statement and balance sheet. Goodwill recognised by the Group on the acquisition of the composting business in Perthshire under UK GAAP was amortised over a period of 11 years. Under IFRS, goodwill is not amortised, but tested annually for impairment. The goodwill amortisation charge recognised in accordance with UK GAAP in 2006 was written back. Borrowing costs incurred with regards to the development of the Todmorden facility under UK GAAP were recognised as interest expense in the period incurred. Under IFRS, borrowing costs which are directly attributable to the acquisition, construction or production of a qualifying asset have been capitalised. This includes interest on borrowings made specifically for the purpose of obtaining the qualifying assets. Application of IFRS has resulted in reclassification of certain items in the cash flow statement as follows: 1) Under UK GAAP, payments to acquire property, plant and equipment were classified as part of 'Capital expenditure and financial investment'. Under IFRS, payments to acquire property, plant and equipment have been classified as part of 'Investing activities'. 2) Income taxes received by the Group in respect of Research and Development tax credits are now classified as an operating cash flow under IFRS, however these were included in a separate category of tax cash flows under UK GAAP. 3) There are no other material differences between the cash flow statement presented under IFRS and the cash flow statement presented under UK GAAP. Reconciliations and descriptions of the effect of the transition from UK GAAP to IFRS on the Group's net income and equity are set out on the next page: Reconciliation of equity at 1 January 2006 (date of transition to IFRS) UK GAAP IFRS £'000 £'000 ASSETS Non-current assets Property, plant and equipment 1,093 1,093 Goodwill 2,270 2,270 Investments - - 3,363 3,363 Current assets Inventories 123 123 Trade and other receivables 366 366 Taxation receivable 64 64 Cash and cash equivalents 2,414 2,414 2,967 2,967 Total assets 6,330 6,330 LIABILITIES Current liabilities Trade and other payables 1,033 1,033 Borrowings 22 22 Deferred consideration 283 283 1,338 1,338 Non-current liabilities Borrowings 14 14 Deferred consideration 1,945 1,945 1,959 1,959 Total liabilities 3,297 3,297 Net assets 3,033 3,033 EQUITY Equity attributable to equity holders of the parent Share capital 1,319 1,319 Share premium 12,310 12,310 Other reserves 154 154 Retained losses (10,750) (10,750) Total equity 3,033 3,033 Reconciliation of equity at 31 December 2006 UK GAAP Goodwill Interest IFRS 2006 IFRS 3 IAS 23 2006 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 7,564 - 30 7,594 Goodwill 2,057 213 - 2,270 Investments - - - - 9,621 213 30 9,864 Current assets Inventories 356 - - 356 Trade and other receivables 648 - - 648 Taxation receivable 61 - - 61 Cash and cash equivalents 2,242 - - 2,242 3,307 - - 3,307 Total assets 12,928 213 30 13,171 LIABILITIES Current liabilities Trade and other payables 1,155 - - 1,155 Borrowings 156 - - 156 Deferred consideration 267 - - 267 1,578 - - 1,578 Non-current liabilities Long-term borrowings 213 - - 213 Long-term deferred consideration 1,770 - - 1,770 1,983 - - 1,983 Total liabilities 3,561 - - 3,561 Net assets 9,367 213 30 9,610 EQUITY Equity attributable to equity holders of the parent Share capital 1,902 - - 1,902 Share premium 19,388 - - 19,388 Other reserves 327 - - 327 Retained losses (12,250) 213 30 (12,007) Total equity 9,367 213 30 9,610 Reconciliation of loss for the year ended 31 December 2006 UK GAAP Goodwill Interest IFRS 2006 IFRS 3 IAS 23 2006 £'000 £'000 £'000 £'000 Revenue 3,559 - - 3,559 Cost of sales (2,952) - - (2,952) Gross profit 607 - - 607 Other expenses (2,177) 213 - (1,964) Operating result (1,570) 213 - (1,357) Finance income 155 - - 155 Finance costs (146) - 30 (116) Loss before tax (1,561) 213 30 (1,318) Income tax 61 - - 61 Loss for the year (1,500) 213 30 (1,257) Attributable to: Equity holders of the parent (1,500) 213 30 (1,257) Retained loss (1,500) 213 30 (1,257) Loss per share Basic and diluted loss per share (4.483) 0.636 0.089 (3.757) (pence) 4. Segment information For management purposes, the Group is currently organised into the following segments: Sale to third parties, Build own operate facilities and Other revenue. Sale to third parties includes the design, production and installation of Silo-cage plants for sale to third party clients. The build, own and operate segment relates to facilities which are owned and operated by the Group. These sites process waste received from customers. Other revenue is as a result of research and development work carried out for third parties. The revenues and net result generated by each of TEG Group Plc's business segments are summarised as follows: 2007 Build, own and Sale to third Other Consolidated operate parties revenue £'000 £'000 £'000 £'000 Revenue 1,269 882 18 2,169 Segment operating (loss) / profit (264) 22 6 (236) Segment corporate expenses (285) (44) - (329) Unallocated corporate expenses (2,789) Operating loss (3,354) Finance income 436 Finance costs (202) Loss before taxation (3,120) Taxation 86 Loss for the year (3,034) Unallocated corporate expenses include £568,000 in respect of future business development costs. 2006 Build, own and Sale to third Other Consolidated operate parties £'000 £'000 £'000 £'000 Revenue 885 2,650 24 3,559 Segment operating (loss) / profit (131) 723 15 607 Segment corporate expenses (170) (133) - (303) Unallocated corporate expenses (1,661) Operating loss (1,357) Finance income 155 Finance costs (116) Loss before taxation (1,318) Taxation 61 Loss for the year (1,257) Unallocated corporate expenses include £186,000 in respect of future business development costs. Other information 2007 Build, own and Sale to third Other Consolidated operate parties £'000 £'000 £'000 £'000 Capital additions 2,806 - - 2,806 Depreciation 551 - - 551 Build, own and Sale to third Other Consolidated operate parties £'000 £'000 £'000 £'000 Assets Segment assets 12,549 518 - 13,067 Unallocated corporate assets 9,384 Consolidated total assets 22,451 Liabilities Segment liabilities 4,591 328 - 4,919 Unallocated corporate liabilities 251 Consolidated total liabilities 5,170 Other information 2006 Build, own and Sale to third Other Consolidated operate parties £'000 £'000 £'000 £'000 Capital additions 5,811 - - 5,811 Depreciation 564 - - 564 Build, own and Sale to third Other Consolidated operate parties £'000 £'000 £'000 £'000 Assets Segment assets 10,320 315 - 10,635 Unallocated corporate assets 2,536 Consolidated total assets 13,171 Liabilities Segment liabilities 2,965 526 - 3,491 Unallocated corporate liabilities 70 Consolidated total liabilities 3,561 Geographic segments The Group's operations are all located in the United Kingdom and all revenue is generated within the United Kingdom. 5. Taxation The tax credit represents a claim for R&D tax credit. 6. Loss per share The loss per share is calculated by reference to the losses attributable to ordinary shareholders divided by the weighted average of 45,111,984 ordinary shares for the 12 months to 31 December 2007, and 33,451,682 for the 12 months to 31 December 2006. 2007 2006 £'000 £'000 Attributable loss (3,034) (1,257) No. No. Average number of shares in issue for basic and diluted loss per share 45,111,984 33,451,682 Loss per share (6.725p) (3.757p) The share options in issue are anti-dilutive in respect of the basic loss per share calculation and have therefore not been included. 7. Developments in the year On 1 January 2007, the operations of the Group were restructured, such that the trade, assets and liabilities of the business were transferred from The TEG Group Plc to TEG Environmental Limited at book value for a consideration of £9,610,000. 8. Annual report and accounts Copies of the Annual Report and Accounts will be posted shortly. Copies will be available from the Group's head office at Houston House, 12 Sceptre Court, Sceptre Point, Preston, PR5 6AW. M Fishwick T Willis Director Director This information is provided by RNS The company news service from the London Stock Exchange
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