TIDMNTQ

RNS Number : 8833B

Enteq Upstream PLC

12 June 2019

Enteq Upstream plc

("Enteq", the "Company" or the "Group")

Final results for the year ended 31 March 2019

AIM traded Enteq Upstream plc, the oil and gas drilling technology company, today announces its financial results for the year ended 31 March 2019.

Key features

   --    Significant growth in revenue (57%) and adjusted EBITDA(1) 
   --    Adjusted EBITDA(1) margin at 24% 
   --    Positive adjusted earnings(2) 
   --    Growth in both North American and International markets 
   --    Increased investment in new technologies and rental fleet 

Financial metrics

Years ended 31 March:

 
                                                  2019                 2018 
 
            *    Revenue                          $10.2m               $6.5m 
 
            *    Adjusted EBITDA(1)                       $2.5m                $0.2m 
 
            *    Post tax loss for the period             $0.1m                $0.6m 
 
            *    Adjusted earnings(2)                     $0.0m                $(0.5)m 
                                                          0.2 cents            1.0 cents 
            *    Post tax loss per share 
 
            *    Cash balance                     $11.9m               $15.5m 
 

Outlook

   --    Current market stability and oil price encourages cautious optimism 

-- On-going investment in new technology and rental fleet continues to create new opportunities in North America

   --    New customers poised for increased activity in international markets 
   --    Strong balance sheet enables further investment opportunities 

Martin Perry, CEO of Enteq Upstream plc, commented:

"As a result of the Board's prudent strategy of cash management, combined with focused investment, Enteq has seen substantial positive growth and a return to real profitability in the last year.

The company now has a strong base from which to introduce new products, build technology partnerships, maintain and grow customer partnerships and broaden its addressable market.

Enteq is well-placed to find and take advantage of incremental opportunities in what will remain an essential market sector for the foreseeable future."

For further information, please contact:

   Enteq Upstream plc                                                           +44 (0) 1494 618739 

Martin Perry, Chief Executive Officer

David Steel, Finance Director

   Investec Bank plc (Nomad and Broker)                       +44 (0) 20 7597 5970 

Chris Treneman, Patrick Robb, David Anderson

(1) Adjusted EBITDA is reported profit before tax adjusted for interest, depreciation, amortisation, foreign exchange movements, Performance Share Plan charges and exceptional items. See note 3.

(2) Adjusted earnings is reported earnings adjusted for amortisation, foreign exchange movements and exceptional items. The March 2019 result is $19k -see note 3.

Combined Chief Executive and Chairman's report

Review of the Year

This year's financial results show improved trading across the business, with the post tax result now at a breakeven level. There has been significant growth in both revenue and adjusted EBITDA and there is a return to a positive adjusted earnings per share. Revenue increased by 57% from $6.5m in the year to 31 March 2018 to this year's figure of $10.2m, primarily from increased rental revenue. Adjusted EBITDA has risen to $2.5m (March 2018: $0.2m) and represents a margin of 24%. The decrease in cash of $3.6m during the year is accounted for, primarily, through targeted investment in technology, engineering and rental assets. This investment has underpinned this year's growth and will support future growth opportunities.

The global oil and gas markets have had a relatively stable year, despite various political pressures and changing international dynamics. Enteq strives to maintain and increase market share in this market whilst continuing to invest in technology and business development to significantly increase the Group's market presence.

The previous year's transition of all US operations, without any business interruption, to the facility owned by Enteq in South Houston, has enabled the management team to focus on refining both the manufacturing and sales processes.

Investment has continued in the engineering team, both those based in-house and through the targeted use of industry expert sub-contractors. A new 'game changing' product line, PowerHop, which includes patented technology, was launched at the global oil industry technology show, OTC, in May 2019 and garnered significant industry interest. PowerHop field trials are expected to commence later this year.

A UK government backed 'Innovate UK' sponsored project is close to completion, on time and on budget. This will result in the launch of a unique, patented, sensor which fulfils the project's initial brief and enables Enteq to offer increased functionality to its current and future customer base.

In addition to internal technology development, Enteq has been successful in negotiating two new technology partnerships during the year under review. An agreement was put in place with the US based Well Resolution Technologies Ltd. for integrating their 'At-Bit' Logging While Drilling solution into our existing data telemetry product. In addition, agreement has been reached with a Houston based partner, QDC, for an integrated sensor, incorporating Enteq firmware into a competitive new generation MWD tool. Both these collaborations and the new products were announced at OTC, in May 2019.

In North America, Enteq has responded to market conditions by significantly expanding the size of its kit rental fleet, rising during the year from 14 to 32 kits. This has enabled capital constrained service companies to grow their fleet of equipment and thus establish themselves as strong regional players. This model has also allowed a number of strong regional directional drilling companies to re-establish themselves, with Enteq as their primary MWD technology partner.

Drilling activity in North America has traditionally been highly focused around the Permian basin in Texas, but during the year significant growth has also come from new shale oil opportunities, such as in the Rockies region of Colorado. Enteq's business model allows regional drilling companies to become active quickly and successfully in these new shale plays.

The Group's rental model, with the option for the customer to ultimately purchase the equipment, cements a long-term relationship between these service companies and Enteq. To date, all equipment supplied on this basis has remained with the customer, with no returns, and this model is expected to create on-going demand for further Enteq technology.

Outside North America, Enteq has accelerated its international market presence with revenue of approximately $0.9m, up from approximately $0.5m last year. Contracts for equipment have been delivered and operations completed in the Far East, Middle East and in Europe. A number of these operations have been for Geothermal energy development, a new market sector for Enteq.

During the year a new position of Director of International Business was created, with the appointee starting in January 2019. A new international strategic direction has been established to better promote the Enteq opportunities in the largest potential markets, China, Saudi Arabia and elsewhere.

Prospects

Subject to any unforeseen macro-economic disruptions, the global market for oil & gas drilling appears to be in a period of relative stability, which can only be beneficial to the prospects for growth for all those operating in this sector.

Enteq is well positioned with both their current and evolving technologies to support drilling opportunities, wherever they may be.

Strong business management, protection of the balance sheet in difficult times, yet willingness to invest in growth potential gives us confidence that Enteq is well positioned to benefit from this market stability.

Financial Review

Income Statement

 
 Year to 31 March:                   2019        2018 
                                $ million   $ million 
 Revenue                             10.2         6.5 
 Cost of Sales                      (3.5)       (2.2) 
 Gross profit                         6.7         4.3 
 Overheads                          (4.2)       (4.1) 
-----------------------------  ----------  ---------- 
 Adjusted EBITDA                      2.5         0.2 
 Depreciation & amortisation        (2.7)       (0.8) 
 Other charges                      (0.2)       (0.1) 
 Ongoing operating loss             (0.4)       (0.7) 
 Other exceptional items                -       (0.1) 
 Interest                             0.2         0.2 
-----------------------------  ----------  ---------- 
 Loss before tax                    (0.2)       (0.6) 
 Tax                                  0.1           - 
-----------------------------  ----------  ---------- 
 Loss after tax                     (0.1)       (0.6) 
=============================  ==========  ========== 
 

The improvement in the Group's financial results for the year ended 31 March 2019 arise from the stabilization in both the North American and International markets. The price of a barrel of West Texas Intermediate ("WTI") was $65 at the start of April 2018 and $60 as at 31 March 2019, with an average of $63. In addition, the price has not dropped below $47 in this 12-month period. This relative price stability has resulted in the North American rig count rising from 1,003 at the start of the financial year to 1,025 at the end, with an average of 1,052. There was a steady increase to 1,083 rigs working at the end of December 2018, with a decline thereafter to the year end position. As Enteq's revenue is derived from both rigs being added to customers' fleets and on-going replacement of equipment during rig operation, the North American market stability resulted in turnover rising from $6.0m last year to $9.3m this year. Internationally, the market conditions eased as more projects were commissioned, resulting in revenue rising from $0.5m to $0.9m.

The full year gross margin at 65%, was down slightly on last year's figure of 67% due to a drop in the high margin electronic component revenue from 55% of last year's total revenue to only 40% this year. This was combined with an increase in the lower margin mechanical component revenue from 19% last year to 21% this year. These effects were countered, to some extent, by a rise in the high margin rental business (36% of this year's revenue, as opposed to only 15% last year).

Total overheads, at $4.2m, were virtually unchanged from last year's figure. This reflected the stability in the headcount numbers during the year, both starting and finishing the year at 33 posts. Both the size and structure of the manufacturing/engineering centre, at South Houston, and the UK based head office/engineering team were unchanged during the year.

The combined depreciation and amortisation charge was significantly up on the previous year due to the number of kits in the rental fleet increasing from 14 last year end to 32 this year. This increase was reflected in the carrying value of the rental fleet, growing from $2.1m as at 31 March 2018 to $3.4m at the end of this year.

The "Other charges" shown above relate, primarily, to the non-cash cost associated with the Performance Share Plan.

Statement of Financial Position

Enteq's net assets at the financial year-end comprised of the following items:

 
 As at 31 March:                     2019        2018 
                                 $million    $million 
 Intangible assets                    2.4         1.2 
 Property, plant & equipment          2.3         2.3 
 Rental fleet                         3.4         2.1 
 Net working capital                  4.0         2.5 
 Cash                                11.9        15.5 
-----------------------------  ----------  ---------- 
 Net assets                          24.0        23.6 
=============================  ==========  ========== 
 

The "Intangible assets" represent the value of the on-going R&D work, carried out by the engineering team and capitalised to date, less the amortisation relating to the products fully commercialised (primarily software releases). The increase during the year to $2.4m relates to the ongoing development of various new products, including the connection-free communication controller.

The net book value of property, plant & equipment has remained at $2.3m due to the increase of $0.1m relating to the investment in replacing production equipment at South Houston, being offset by a similar depreciation charge.

The increase in the net book value of the rental fleet reflects the number of kits rising from 14, as at 1 April 2018, to 32 at the year-end, as previously mentioned.

The $1.5m increase in net working capital is due, primarily, to the management's decision to invest $0.7m in inventory relating to a collaborative development of a seamless "At-Bit" solution, which is now commercially available; underlying inventory rose by $0.5m and trade creditors reduced by $0.3m. Trade debtors were virtually unchanged.

Cash flows

 
 Year to 31 March:                       2019         2018 
                                    $ million    $ million 
 Adjusted EBITDA                          2.5          0.2 
 Change in net working capital          (1.5)          2.6 
-------------------------------  ------------  ----------- 
 Operational cash generated               1.0          2.8 
 Investment in rental fleet             (3.8)        (2.2) 
 Investment in R&D                      (1.3)        (0.7) 
 CAPEX                                  (0.2)        (0.2) 
 Equipment disposal proceeds                -          0.1 
 Interest and share issues                0.7          0.4 
 Net cash movement                      (3.6)          0.2 
 Opening cash balances                   15.5         15.3 
 Closing cash balances                   11.9         15.5 
===============================  ============  =========== 
 

Whilst the Group delivered a much-improved adjusted EBITDA for the period, the investment in working capital during the period meant that operational cash generated decreased to $1.0m from $2.8m as reported last year.

The continuing robustness of the balance sheet enabled further expansion of our market share through further investment to increase the number of kits in our rental fleet.

The increase in R&D spend reflects the expansion of the number of engineering projects. These now include the previously mentioned development of a new connection-free communication controller, in addition to the next software upgrade and a number of other future revenue enhancing projects.

The CAPEX relates to the replacing of various production related equipment.

Overall, the Group saw a net cash outflow of $3.6m (2018: $0.2m inflow) reducing the Group's closing cash balance as at 31 March 2019 to $11.9m.

Financial Capital Management

Enteq's financial position continues to be robust. Enteq had no bank borrowings, or other debt, and had a closing cash position of $11.9m as at 31 March 2019.

Enteq monitors its cash balances daily and operates under treasury policies and procedures which are set by the Board.

The financial statements are presented in US dollars as the Company's primary economic environment, in which it operates and generates cash flows, is one of US dollars. Apart from its UK based overhead costs, substantially all other transactions are transacted in US dollars.

Enteq is subject to the foreign exchange rate fluctuations to the extent that it holds non-US Dollar cash deposits. The year end GBP denominated holdings are approximately 1% of total cash holdings, the same level as last year's.

Annual Report and Accounts

The 2019 Annual Report and Accounts has today been sent to shareholders and is available on the Company's website, www.enteq.com.

Annual General Meeting

The Company's Annual General Meeting will be held on 25 September 2019 at 12.00 noon at the offices of Investec Bank plc, 30 Gresham Street, London EC2V 7QP.

Copies of these documents can also be obtained during normal business hours at the registered office of the company:

The Courtyard

High Street

Ascot

Berks SL5 7HP

David Steel

Finance Director

 
 Enteq Upstream Plc 
 Consolidated Income Statement 
 
                                                            Year to 
                                                           31 March    Year to 31 
                                                               2019    March 2018 
                                                Notes       $ 000's       $ 000's 
 
                                                              Total         Total 
 
       Revenue                                       2       10,204         6,460 
 
       Cost of Sales                                        (3,546)       (2,141) 
 
       Gross Profit                                           6,658         4,319 
 
       Administrative expenses before 
        amortisation                                        (6,952)       (4,994) 
       Amortisation of acquired intangibles          6b       (116)          (92) 
       Other exceptional items                       3          (7)          (57) 
       Foreign exchange profit on operating 
        activities                                                6            48 
                                                         ----------  ------------ 
 
       Total Administrative expenses                        (7,069)       (5,095) 
 
       Operating loss                                         (411)         (776) 
 
       Finance income                                           246           175 
 
       Loss before tax                                        (165)         (601) 
 
       Tax                                           4           67           (3) 
 
       Loss for the period                                     (98)         (604) 
                                                         ==========  ============ 
 
 
       Loss attributable to: 
                                                         ----------  ------------ 
       Owners of the parent                                    (98)         (604) 
                                                         ==========  ============ 
 
 
 
       Loss per share (in US cents):              5 
       Basic                                                  (0.2)         (1.0) 
       Diluted                                                (0.2)         (1.0) 
 
       Adjusted loss per share (in 
        US cents):                                    5 
       Basic                                                      -         (0.8) 
       Diluted                                                    -         (0.8) 
 
 

Enteq Upstream Plc

 
 
 
 
                                                             Year to      Year to 
                                                                  31     31 March 
       Consolidated Statement of Comprehensive                 March         2018 
        Income                                                  2019 
 
                                                             $ 000's      $ 000's 
 
       Loss for the year                                        (98)        (604) 
 
       Other comprehensive income for the year: 
       Items that will not be reclassified subsequently 
        to profit and loss                                         -            - 
       Items that will be reclassified subsequently 
        to profit and loss                                         -            - 
--------------------------------------------------------  ----------  ----------- 
       Total comprehensive income for the period                (98)        (604) 
========================================================  ==========  =========== 
 
       Total comprehensive income attributable 
        to: 
       Owners of the parent                                     (98)        (604) 
========================================================  ==========  =========== 
 
 
 
   Enteq Upstream Plc 
 Consolidated Statement of Financial Position 
 
 
 
                                             As at 31      As at 31 
                                           March 2019    March 2018 
 
                                  Notes       $ 000's       $ 000's 
 Assets 
 Non-current 
 Goodwill                           6a              -             - 
 Intangible assets                  6b          2,394         1,222 
 Property, plant and equipment                  5,895         4,503 
 Trade and other receivables                      334           238 
 
 Non-current assets                             8,623         5,963 
                                         ------------  ------------ 
 
 Current 
 Trade and other receivables                    2,020         2,104 
 Inventories                                    4,512         3,302 
 Cash and cash equivalents                     11,930        15,501 
 
 Current assets                                18,462        20,907 
                                         ------------  ------------ 
 
 Total assets                                  27,085        26,870 
                                         ============  ============ 
 
 
 Equity and liabilities 
 
 Equity 
 Share capital                                  1,005           982 
 Share premium                                 91,398        91,031 
 Share based payment reserve                      750           910 
 Retained earnings                           (69,105)      (69,351) 
 
 Total equity                                  24,048        23,572 
                                         ------------  ------------ 
 
 Liabilities 
 Current 
 Trade and other payables                       3,037         3,298 
 
 Total liabilities                              3,037         3,298 
                                         ------------  ------------ 
 
 Total equity and liabilities                  27,085        26,870 
                                         ============  ============ 
 

Enteq Upstream Plc

Consolidated Statement of Changes in Equity

 
 
                                Called                          Share 
                                    up                          based 
                                 share   Retained     Share   payment     Total 
                               capital   earnings   premium   reserve    equity 
                               $ 000's    $ 000's   $ 000's   $ 000's   $ 000's 
 
 As at 1 April 2018                982   (69,351)    91,031       910    23,572 
 
 Issue of share capital             23          -       367         -       390 
 Share based payment charge          -          -         -       184       184 
 Transfer of reserves                -        344               (344)         - 
 
 Transactions with owners           23        344       367     (160)       574 
 
 Loss for the year                   -       (98)         -         -      (98) 
 
 Other comprehensive income 
  for the year                       -          -         -         -         - 
 
 Total comprehensive income          -       (98)         -         -      (98) 
                              --------  ---------  --------  --------  -------- 
 
 Total movement                     23        246       367     (160)       476 
 
 As at 31 March 2019             1,005   (69,105)    91,398       750    24,048 
                              ========  =========  ========  ========  ======== 
 
                                Called                          Share 
                                    up                          based 
                                 share   Retained     Share   payment     Total 
                               capital   earnings   premium   reserve    equity 
                               $ 000's    $ 000's   $ 000's   $ 000's   $ 000's 
 
 As at 1 April 2017                963   (68,747)    90,718       806    23,740 
 
 Issue of share capital             19          -       313         -       332 
 Share based payment charge          -          -         -       104       104 
 
 Transactions with owners           19          -       313       104       436 
 
 Loss for the year                   -      (604)         -         -     (604) 
 
 Other comprehensive income 
  for the year                       -          -         -         -         - 
 
 Total comprehensive income          -      (604)         -         -     (604) 
                              --------  ---------  --------  --------  -------- 
 
 Total movement                     19      (604)       313       104     (168) 
 
 As at 31 March 2018               982   (69,351)    91,031       910    23,572 
                              ========  =========  ========  ========  ======== 
 
 

Enteq Upstream Plc

Consolidated Statement of Cash Flows

 
                                            Year to 31    Year to 31 
                                            March 2019    March 2018 
                                               $ 000's       $ 000's 
 
 Cash flows from operating activities 
 Loss for the year                                (98)         (604) 
 Tax (credit)/charge                              (67)             3 
 Net finance income                              (246)         (175) 
 Gain on disposal of fixed assets                  (9)          (82) 
 Share-based payment non-cash charges              186           104 
 Foreign exchange charge                           (6)          (48) 
 Depreciation and Amortisation 
  charges                                        2,691           853 
 
                                                 2,451            51 
 
 Tax paid                                            -           (1) 
 (Increase)/decrease in inventory              (1,210)            64 
 (Increase)/decrease in trade and 
  other receivables                               (14)         1,582 
 (Decrease)/increase in trade and 
  other payables                                 (197)           910 
 
 Net cash from operating activities              1,030         2,781 
                                          ------------  ------------ 
 
 
 Investing activities 
 Purchase of Property Plant and 
  Equipment                                      (213)         (236) 
 Increase in rental fleet assets               (3,754)       (2,222) 
 Disposal proceeds of tangible 
  fixed assets                                       9           133 
 Purchase of intangible fixed assets           (1,286)         (670) 
 Interest received                                 246           175 
 
 Net cash from investing activities            (4,998)       (2,995) 
                                          ------------  ------------ 
 
 
 Financing activities 
 Share issue                                       391           332 
 
 Net cash from financing activities                391           332 
                                          ------------  ------------ 
 
 
 Decrease/(increase) in cash and 
  cash equivalents                             (3,577)           118 
 
 Non-cash movements - foreign exchange               6            48 
 Cash and cash equivalents at beginning 
  of period                                     15,501        15,335 
 
 Cash and cash equivalents at end 
  of period                                     11,930        15,501 
                                          ============  ============ 
 
 
   1.     BASIS OF PREPARATION 

The results for the year ended 31 March 2019 have been prepared using the accounting policies and methods of computation consistent with those used in the Group's annual report for the year ended 31 March 2018. The results have also been presented and prepared in a form consistent with that which will be adopted in the Group's annual report for the year ended 31 March 2019 and in accordance with the recognition and measurement requirements of the International Financial Reporting Standards as adopted by the European Union.

The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 March 2019 and the year ended 31 March 2018, but is derived from those accounts. Statutory accounts for 2018 have been delivered to Companies House. Those for the year ended 31 March 2019 will be delivered following the Company's Annual General Meeting on 25 September 2019.

The financial information has been extracted from the Group's Annual Report for the year ended 31 March 2019. The auditors have reported on these accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006. The Group intends to publish its 2019 Annual Report and Accounts in June 2019.

   2.     SEGMENTAL REPORTING 

For management purposes, the Group is currently organised into a single business unit, the Drilling Tools

division, which is currently based solely in the USA.

The principal activities of the Drilling Tools division are the design, manufacture and selling of specialised parts and products for Directional Drilling and Measurement While Drilling operations for use in the energy exploration and services sector of the Oil and Gas industry.

At present, there is only one operating segment and the information presented to the board is consistent with

the consolidated income statement and the consolidated statement of financial position. A key measurement used by the board is Adjusted EBITDA. This reconciliation is included in note 3, below.

The revenues, net assets and non-current assets of the Group can be analysed by geographic location (post-consolidation adjustments) as follows:

Revenues

 
                        31 March             31 March 
                            2019                 2018 
                         $ 000's              $ 000's 
 North America             9,251                6,017 
 Rest of the world           953                  443 
 Total Group revenue      10,204                6,460 
                       ---------  ------------------- 
 

Net Assets

 
                           31 March               31 March 
                               2019                   2018 
                            $ 000's                $ 000's 
 Europe (UK)                 10,315                 13,673 
 United States               13,733                  9,899 
 Total Group net assets      24,048                 23,572 
                          ---------  --------------------- 
 

Non-current Assets

 
                            31 March   31 March 
                                2019       2018 
                             $ 000's    $ 000's 
 Europe (UK)                       -          - 
 United States                 8,623      5,963 
 Total Group non-current 
  assets                       8,623      5,963 
                           ---------  --------- 
 

All of the Group's revenue arises from the sale and rental of specialised parts and products for Directional Drilling and Measurement While Drilling operations. The Group had 3 customers that contributed in excess of 10% of the Group's total sales for the year (2018: 3). These customers contributed $2,617k, $1,286k and $1,122k respectively. (2018: $1,371k, $927k and $881k). No revenue relates to customers based in the UK (2018: none).

   3.     PROFIT AND LOSS ANALYSIS 

The following analysis illustrates the performance of the Group's activities, and reconciles the Group's loss for the period, as shown in the consolidated income statement, to adjusted earnings and adjusted EBITDA.

Adjusted earnings and adjusted EBITDA are presented to provide a better indication of overall financial performance and to reflect how the business is managed and measured on a day-to-day basis.

 
                                        31 March   31 March 
                                            2019       2018 
                                         $ 000's    $ 000's 
 
 Loss attributable to ordinary 
  shareholders                              (98)      (604) 
 Exceptional items                             7         57 
 Amortisation of acquired intangible 
  assets (note 6b)                           116         92 
 Foreign exchange movements                  (6)       (48) 
                                       ---------  --------- 
 Adjusted earnings                            19      (503) 
 
 Depreciation charge                       2,575        760 
 Finance income                            (246)      (175) 
 Performance Share Plan charge               173        138 
 Tax (credit)/charge (note 4)               (67)          3 
 
 Adjusted EBITDA                           2,454        223 
                                       =========  ========= 
 
 

The exceptional items can be analysed as follows:

 
                                 31 March   31 March 
                                     2019       2018 
                                  $ 000's    $ 000's 
 Severance payments and other 
  plant closure costs                  16        143 
 Gain on sale of fixed assets         (9)       (82) 
 Other                                  -        (4) 
                                ---------  --------- 
 Total exceptional items                7         57 
                                =========  ========= 
 
   4.     INCOME TAX 

Analysis of tax expense

No liability to UK corporation tax arose on ordinary activities for the period.

Factors affecting the tax charge

The tax assessed for the period is different from the standard rate of corporation tax in the UK. The difference is explained below:

 
                                           31 March   31 March 
                                               2019       2018 
                                            $ 000's    $ 000's 
 
 Loss on ordinary activities before tax       (165)      (601) 
                                          ---------  --------- 
 
 
 Loss on ordinary activities multiplied 
  by the 
  standard rate of corporation tax in 
  the UK of 19% (2018: 19%):                   (31)      (114) 
 Effects of: 
 Items not subject to corporation tax           511        170 
 Tax losses to carry forward                  (480)       (56) 
 Texas State Franchise Tax                        5          3 
 Release of previous year over accrual         (72)          - 
  for Texas State Franchise Tax 
 
 Total income tax                              (67)          3 
                                          =========  ========= 
 

There has been no deferred taxation recognised in these financial statements due to the uncertainty surrounding the timing of the recovery of these amounts. The total losses available to the Group in the relevant tax jurisdictions are as follows: UK $0.7m; United States $15.7m (2018: UK $1.7m; United States $15.9m). There were no significant deferred tax liabilities.

   5.     EARNINGS PER SHARE AND DIVIDS 

Basic earnings per share

Basic earnings per share is calculated by dividing the loss attributable to ordinary shareholders for the year of $98k (31 March 2018: loss of $604k) by the weighted average number of ordinary shares in issue during the year of 63,297k (31 March 2018: 61,616k).

Adjusted earnings per share

Adjusted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders, excluding exceptional items, amortisation of intangible assets and foreign exchange profits or losses for the year of a profit of $19k (31 March 2018: loss of $503k), by the weighted average number of ordinary shares in issue during the year of 63,297k (31 March 2018: 61,616k).

As the Group is loss making, any potential ordinary shares have the effect of being anti-dilutive. Therefore, the diluted EPS is the same as the basic EPS. As the year end share price is below the weighted average option price of all the options issued, the adjusted diluted EPS is the same as adjusted EPS.

The adjusted diluted earnings per share information are considered to provide a fairer representation of the Group's trading performance. A reconciliation between basic earnings and adjusted earnings is shown below.

 
March 2019: EPS                                          Weighted 
                                                   average number  Per-share 
                                        Earnings        of shares     amount 
                                         $ 000's            000's   US cents 
 
Loss attributable to ordinary 
 shareholders                               (98)           63,297      (0.2) 
Exceptional items                              7 
Amortisation of acquired intangible 
 assets                                      116 
Foreign exchange movements                   (6) 
Adjusted profit attributable 
 to ordinary shareholders                     19           63,297          - 
                                      ==========  ===============  ========= 
 
 
March 2018: EPS                                          Weighted 
                                                   average number  Per-share 
                                        Earnings        of shares     amount 
                                         $ 000's            000's   US cents 
 
Loss attributable to ordinary 
 shareholders                              (604)           61,616      (1.0) 
Exceptional items                             57 
Amortisation of acquired intangible 
 assets                                       92 
Foreign exchange movements                  (48) 
Adjusted loss attributable to 
 ordinary shareholders                     (503)           61,616      (0.8) 
                                      ==========  ===============  ========= 
 

During the year Enteq Upstream Plc did not pay any dividends (2018: nil).

   6.     INTANGIBLE ASSETS 
   a)    Goodwill 
 
                               $ 000's 
 Cost: 
 As at 1 April 2018 and as 
 at 31 March 2019               19,619 
                              -------- 
 
 Impairment: 
 As at 1 April 2018 and as 
 at 31 March 2019               19,619 
                              -------- 
  Net Book Value: 
                              -------- 
 As at 1 April 2018 and as           - 
 at 31 March 2019 
                              ======== 
 
   b)    Other Intangible Assets 
 
                               Developed         IPR&D     Brand         Customer   Non- compete     Total 
                              technology    technology     names    relationships     agreements 
                                 $ 000's       $ 000's   $ 000's          $ 000's        $ 000's   $ 000's 
 Cost: 
 As at 1 April 2018               12,676         8,164     1,240           20,586          5,931    48,597 
 Capitalised in 
  period                             147         1,141         -                -              -     1,288 
                            ------------  ------------  --------  ---------------  -------------  -------- 
 As at 31 March 
  2019                            12,823         9,305     1,240           20,586          5,931    49,885 
                            ------------  ------------                                            -------- 
 
 Amortisation/Impairment: 
 As at 1 April 2018               12,510         7,108     1,240           20,586          5,931    47,375 
 Charge for the 
  year                               116             -         -                -              -       116 
 As at 31 March 
  2019                            12,626         7,108     1,240           20,586          5,931    47,491 
                            ------------  ------------  --------  ---------------  -------------  -------- 
 
 Net Book Value: 
                            ------------  ------------  --------  ---------------  -------------  -------- 
 As at 1 April 2018                  165         1,057         -                -              -     1,222 
                            ============  ============  ========  ===============  =============  ======== 
 As at 31 March 
  2019                               197         2,197         -                -              -     2,394 
                            ============  ============  ========  ===============  =============  ======== 
 
 
                               Developed         IPR&D     Brand         Customer   Non- compete     Total 
                              technology    technology     names    relationships     agreements 
                                 $ 000's       $ 000's   $ 000's          $ 000's        $ 000's   $ 000's 
 Cost: 
 As at 1 April 2017               12,676         7,495     1,240           20,586          5,931    47,928 
 Capitalised in 
  period                               -           669         -                -              -     6,769 
                            ------------  ------------  --------  ---------------  -------------  -------- 
 As at 31 March 
  2018                            12,676         8,164     1,240           20,586          5,931    48,597 
                            ------------  ------------                                            -------- 
 
 Amortisation/Impairment: 
 As at 1 April 2016               12,418         7,108     1,240           20,586          5,931    47,283 
 Charge for the 
  year                                92             -         -                -              -        92 
 As at 31 March 
  2018                            12,510         7,108     1,240           20,586          5,931    47,375 
                            ------------  ------------  --------  ---------------  -------------  -------- 
 
 Net Book Value: 
                            ------------  ------------  --------  ---------------  -------------  -------- 
 As at 1 April 2017                  258           387         -                -              -       645 
                            ============  ============  ========  ===============  =============  ======== 
 As at 31 March 
  2018                               165         1,057         -                -              -     1,222 
                            ============  ============  ========  ===============  =============  ======== 
 

The main categories of Intangible Assets are as follows:

Developed technology:

This is technology which is currently commercialised and embedded within the current product offering.

IPR&D technology:

This is technology which is in the final stages of field testing, has demonstrable commercial value and is expected to be launched within the foreseeable future.

Brand names:

The value associated with the various trading names used within the Group.

Customer relationships:

The value associated with the on-going trading relationships with the key customers acquired.

Non-compete agreements:

The value associated with the agreements signed by the Vendors of the acquired businesses not to compete in the markets of the businesses acquired.

Goodwill and Impairment

The Group tests goodwill and other intangible assets annually for impairment. The impairment test carried out on the balances as at 31 March 2019 indicated that there was no impairment of the full carrying value of both goodwill and intangible assets.

There is deemed to be just one cash generating unit ("CGU") within the Company. In previous years there were deemed to be two, but from a financial & operational perspective both US locations are now being run as one unit.

The recoverable amount of the CGU is determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the future revenues, discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessment of the time value of money and the risks specific to the CGU. The growth rates are based on management forecasts for the five years to March 2024. Cash flow forecasts are prepared from the most recent financial plans approved by the Board.

The forecasts assume annual growth rates between 1% and 20% until 2024 and 3% thereafter in the long term. These long-term growth rates do not exceed the long-term average growth rates for the industry as a whole.

The pre-tax rate used to discount cash flow forecasts is 13.5% (2018: 13.6%). Management have based this rate on the following factors: a Risk Free Rate of 3.0%; a levered equity beta of 1.5; a market risk premium of 5.5%; a small cap premium of 3.8% and an implied cost of debt of 4.5%.

Intangible assets

Any intangible assets acquired during the year represents their fair value at the date of acquisition.

Amortisation

All categories of intangible assets, apart from the Goodwill and the IPR&D technology, are being amortised over their respective useful lives, on a straight-line basis. The remaining amortisation period of the intangible assets is between 26 and 34 months.

   7.     GOING CONCERN 

After considering the current financial projections of the Group and taking into account the cash needs of the business and availability of funds, the Directors have a reasonable expectation that the group has adequate resources to continue its operations for the foreseeable future. For this reason, they continue to adopt a "going concern" basis in preparing the Annual Report.

   8.     RESPONSIBILITY STATEMENT OF THE DIRECTORS 

To the best of the knowledge of the Directors (whose names and functions are set out below), the preliminary announcement has been prepared using accounting policies and methods of computation consistent with those used in the Group's annual report for the year ended 31 March 2018 and adopted for the financial year ended 31 March 2019, gives a true and fair view of the assets, liabilities, financial position and profit for the Company and the undertakings included in the consolidation taken as a whole; and

Pursuant to Disclosure and Transparency Rules, Chapter 4, the Directors' Report of the Company's annual report will include a fair review of the development and performance of the business taken, together with a description of the principal risks and uncertainties faced by the business.

Executive Directors

   Martin Perry                                              Chief Executive Officer 
   David Steel                                                Finance Director 

Non-Executive Directors

   Iain Paterson                                             Chairman 

Robin Pinchbeck

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR LLFFDRSILLIA

(END) Dow Jones Newswires

June 12, 2019 02:00 ET (06:00 GMT)

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