REG - Star Energy Group - Half-year Report
18/09/2024 07:00
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RNS Number : 6622E Star Energy Group PLC 18 September 2024
18 September 2024
Star Energy Group plc (AIM: STAR)
("Star Energy" or "the Company" or "the Group")
Unaudited Interim results for the six months ended 30 June 2024
Star Energy announces its unaudited interim results for the six months to 30
June 2024.
Commenting today Ross Glover, Chief Executive Officer, said:
"We have strengthened our balance sheet with the new facility arranged with
Kommunalkredit Austria AG, and this gives us the opportunity to reinvest
some of our operating cashflows into our oil and gas business to further drive
its profitability and sustainability. We continue to successfully deploy
capital into quick returning optimisation projects, generally investing small
amounts to optimise specific wells. We continue to position the Company to
take advantage of the exciting opportunities we see as the energy transition
continues, both by reinforcing a very robust foundation of cashflow generating
assets and also looking at how best to progress our geothermal portfolio.
Our UK oil and gas business, for now, remains the driver of revenue and we
plan to maximise our economic recovery as we seek to capitalise on the
shovel-ready projects we have developed at Corringham, Glentworth and
Bletchingley. However the recent and proposed changes to the Energy Profits
Levy ("EPL") have made this and our transition a more difficult exercise.
We were pleased to welcome the launch of GB Energy and the National Wealth
Fund. Both schemes recognise the importance of establishing Britain as a clean
energy superpower and the increasing need to build energy independence in
today's febrile geopolitical climate. GB Energy plans to invest in leading
technologies and projects deploying local energy production to communities
across the country. Its focus will be the production of 'clean low carbon
energy'.
Whilst we have a very large growth opportunity in UK geothermal, to date,
geothermal has received sporadic support from various government schemes. We
welcome the new government taking a longer term, more strategic view of the
support required to start industries, just as Feed-in Tariffs, the Renewable
Obligation and now the Contracts for Difference Scheme have for wind and
solar.
Following the satisfaction of the Ernestinovo licence commitment, our
technical teams are making good progress with their assessment of the
technical data and updating development plans so that we can prioritise
development within this business unit.
However, a fundamental aspect of this transition to renewable sources of
energy is for the industry to leverage the cashflows and skills of the
workforce in the oil and gas industry into this effort. The recent and
proposed changes to the Energy Profits Levy regime will curtail our profits,
limiting investment into the transition and drive us to look for business
opportunities in other jurisdictions reducing the investment we make into the
UK. These changes are counter-productive, leaving the UK less able to
transition, more dependent on energy from other countries and, in the short to
medium term, more exposed to international energy price volatility."
Results Summary
Six months to 30 June 2024 Six months to
£m 30 June 2023
£m
Revenues 23.2 23.8
Adjusted EBITDA - oil and gas* 8.9 10.1
Adjusted EBITDA - geothermal* (2.4) (0.7)
Net debt* (excluding capitalised fees) 1.9 4.0
Cash and cash equivalents 4.2 1.5
*these are alternative performance measures which are further detailed in the
financial review
Corporate & Financial Summary
· Cash balances as at 30 June 2024 were £4.2 million (31 December
2023: £3.9 million) with net debt of £1.9 million (31 December 2023: £1.6
million).
· Adjusted EBITDA from oil and gas operations was £1.2 million lower
than H1 23 primarily due to higher administrative and one-off reorganisation
charges, and costs related to the refinancing and other corporate activities.
· Operating cash flow before working capital movements and realised
hedges in H1 2024 of £4.4 million (H1 2023: £8.5 million). Higher cashflows
from oil and gas operations were offset by geothermal investments, costs of
refinancing, expenses related to rationalising a non-core asset and preparing
it for sale, and a lower allocation to capital projects .
· £3.0 million of cash capex incurred during the six months to 30 June
2024. Net cash capex for FY 2024 expected to be £7.7 million, primarily
relating to our conventional assets.
· We hedged 400bbl/d for H2 2024 and H1 2025 with swaps at an average
price of $83.4/bbl and $79.8/bbl, respectively.
· The estimated EPL charge based on taxable profits in H1 2024 is £1.7
million. The full year estimate is dependent on the outcome of the
Government's review of the treatment of capital allowances under the EPL
regime. Tax due on the 2024 taxable profit is payable in October 2025.
· Ring fence tax losses of £237 million at 30 June 2024.
Operational Summary
· Net production averaged 2,012 boepd in H1 2024 (H1 2023: 2,071
boepd). Full year production is expected to be c.2,000 boe/d, in line with our
previous guidance.
· Satisfied the Ernestinovo licence commitment, following which we
commenced a full technical review of our Croatian portfolio.
A results presentation will be available at
https://www.starenergygroupplc.com/investors/reports-publications-presentations
(https://www.starenergygroupplc.com/investors/reports-publications-presentations)
For further information please contact:
Star Energy Group plc
Tel: +44 (0)20 7993 9899
Ross Glover, Chief Executive Officer
Frances Ward, Chief Financial Officer
Investec Bank plc (NOMAD and Corporate Broker)
Tel: +44 (0)20 7597 5970
Virginia Bull/Charles Craven
Vigo Consulting
Tel: +44 (0)20 7390 0230
Patrick d'Ancona/Finlay Thomson/Kendall Hill
Introduction
The focus in recent months has been to identify the best way to optimise our
oil and gas business in order to make it as capital efficient as possible and
to generate strong and sustainable cashflows. We are also focused on
leveraging our onshore operating skills to position Star Energy to build its
geothermal business.
We have set out our strategic aim to be a profitable energy business
positioned to transition into geothermal and we will deliver on this over
time, providing a significant growth opportunity both in the UK and in
Europe. However, we recognise that, for now, all our revenue is generated by
our oil and gas operations. We will continue to safeguard and maximise this
crucial revenue stream by investing in quick returning optimisation projects
leading to incremental production and/or a reduction in operating
expenditure. We have also made good headway in reducing our G&A costs
with a target to achieve annual savings of c.£1.5 million with effect from
2025.
The recently elected Labour Government have announced a clear mandate to
develop clean energy and tackle climate change. Star Energy welcomes the
launch of Great British Energy and the National Wealth Fund, as well as the
Government's aim of harnessing our abundant renewable natural resources. There
is clearly appetite for a large scale, low carbon, reliable and indigenous
heat supply, and geothermal energy could be a crucial component of Great
British Energy and the Government's plans to decarbonise.
Board Changes
In June, Chris Hopkinson stepped down from the Board and his CEO position.
Ross Glover succeeded Chris as CEO and joined the Board as a director at the
conclusion of the 2024 AGM. Ross has been with the Company since 2017 and
has been its Chief Operating Officer since January 2023.
Production Operations
Net production for the period averaged 2,012 boepd (H1 2023: 2,071 boepd) and
we are expecting to meet our full year guidance of c.2,000 boepd.
The rolling programme of well optimisation and stimulation continues. We are
growing our existing oil and gas reserves while investing in quick returning
projects generally deploying small amounts of capital to optimise specific
wells.
Development Projects
Work has begun on our Singleton Gas to Wire project which will deliver c.100
boe/d utilising gas which is currently being flared. The project now has
planning consent and a secured grid connection. Procurement for long lead
items is underway with a first export of electricity from the site expected in
mid-2025.
Reserves and resources
CPR
In February 2024, Star Energy announced the publication of the full and final
results of the Competent Person's Report (CPR) by DeGolyer & MacNaughton
(D&M), a leading international reserves and resources auditor.
The report comprised an independent evaluation of Star Energy's conventional
oil and gas interests as of 31 December 2023. The full report can be found
here:
https://www.starenergygroupplc.com/investors/reports-publications-presentations
(https://www.starenergygroupplc.com/investors/reports-publications-presentations)
Net Reserves & Contingent Resources as at 31 Dec 2023 (MMboe).
1P 2P 2C
Reserves & Resources as at 31 Dec 2022 11.17 17.04 18.72
Production during the period (0.70) (0.70) -
Additions & revisions during the period 1.24 1.13 (0.13)
Reserves & Resources as at 31 Dec 2023 11.71 17.47 18.59
*Oil price assumption of c.$72/bbl for 5 years, then inflated at 2-3% p.a.
from 2028 to 2050
**The production in the reserves movement table incorporates production at the
following sites; Albury, Beckingham, Bletchingley, Bothamsall, Cold Hanworth,
Corringham, East Glentworth, Egmanton, Glentworth, Goodworth, Horndean, Long
Clawson, Palmers Wood, Scampton North, Singleton, Stockbridge, Welton.
The report values our conventional assets at $235 million (2022: $215 million)
on a 2P NPV10 basis.
The full report can be found
at https://www.starenergygroupplc.com/investors/reports-publications-presentations/
Licence Rationalisation
Following the full impairment of our shale assets in 2023, we have started to
rationalise our portfolio of exploration licences, relinquishing early-stage
exploration and shale licences whilst retaining a core exploration acreage
adjacent to our existing operations in the East Midlands. Alongside this, we
have re-organised and simplified our operating licence structure. This
re-organisation will lead to reduced costs and lower administrative burden.
Geothermal Development
UK Projects
Seismic data acquisition was completed in early September 2024 for the
Salisbury NHS Foundation Trust project. Processing and interpretation of the
data acquired will be complete by year end. We anticipate that a planning
application will also be submitted by then.
In Manchester, at the Wythenshawe Hospital project, reprocessing of legacy
data is underway. Further seismic data will be acquired in Q1 2025, with the
survey design largely completed and applications for the necessary permits
being made.
In August 2024, we were awarded a feasibility project by the Therme Group to
assess the viability of geothermal energy for their planned waterpark, thermal
bathing and well-being spa in Manchester. We completed the drilling of a
200m deep test borehole in late August and testing will be completed during
September, allowing the design of a geothermal array that will supply heating
and cooling to the facility.
In partnership with Scottish and Southern Energy (SSE), an application for
grant funding for our Stoke-on-Trent project was made to the Green Heat
Network Fund in November 2022. The grant was to support the deployment of a
city-wide district heating network, fed by a deep geothermal heat source.
Since the application submission, SSE have been refining their technical and
commercial models and engaging in further discussions with both the council
and other end users in Stoke-on-Trent. Unfortunately, SSE have proposed a new
'Energy from Waste' plant to supply the network and, therefore, the
Stoke-on-Trent geothermal project in its original form is no longer
progressing. Based on the extensive data and heat demands, we continue to
believe that there is a viable geothermal project in Stoke-on-Trent and
continue to work with the Stoke-on-Trent City Council and major energy users
in the area on an alternative scheme. The opportunity forms part of our
pipeline of projects but we do not foresee progression in the near-term. We
have therefore fully impaired the development costs of £4.3 million, the
majority of which arose as part of the GT Energy UK Limited acquisition. A
significant portion of the contingent consideration for the acquisition was
based on achieving various milestones on the Stoke-on-Trent project. As a
result of its cancellation, £2.3 million of the contingent consideration
provision was released in the period.
Croatia Projects
Following the acquisition of the Ernestinovo licence in August 2023, the
exploration licence commitment was satisfied in March 2024. The licence is
currently in the process of being converted from its exploration phase to its
exploitation phase and we expect to formally delineate the field in Q4 2024,
leading onto the grant of the exploitation licence in H1 2025.
The Sjece and Pcelic licences were awarded in October 2023. Approvals have
now been received to commence the acquisition of magnetotelluric data across
the licences. This data will, at a low cost, delineate the reservoir and
allow us to update our estimates of reservoir size. All our Croatian licences
are in areas where substantial offset data sets are available from previous
conventional oil and gas drilling activities.
Alongside this, our technical teams are at an advanced stage of consolidating
all existing and new data for each of our three licences in Croatia. This
analysis will allow us to bring the development plans for each licence up to
date and will inform our next steps and the optimal sequencing for the
licences' commercial development. Preliminary conclusions point to good
prospects within our Croatian portfolio, with high temperatures recorded in
existing wells comparable with other Croatian geothermal reservoirs. We look
forward to completing this work within Q4.
Financial review
Income Statement
The Group generated revenue of £23.2 million in the first six months of 2024
from sales of 355,800 barrels of oil (including 2,239 barrels of third party
oil), 3,644 Mwh of electricity and 171,542 therms of gas (H1 2023: revenue of
£23.8 million from sales of 361,549 barrels of oil (including 14,667 barrels
of third party oil, 4,870 Mwh of electricity and 988,421 therms of gas).
Brent prices increased compared to the first half of 2023 averaging $84.1/bbl
in H1 2024 compared to $79.8/bbl during H1 2023.
Adjusted EBITDA for H1 2024 was £6.5 million (H1 2023: £9.4 million), of
which £8.9 million (H1 2023:10.1 million) related to our oil and gas
operations and £(2.4) million (H1 2023: £(0.7) million) related to
geothermal activities.
The loss after tax from continuing activities was £2.5 million (H1 2023:
profit after tax of £0.5 million) and the main factors explaining the
movements between H1 2024 and H1 2023 were as follows:
· Revenues reduced to £23.2 million (H1 2023: £23.8 million) as the
impact of higher oil prices and equity volumes was offset by lower revenue
from third party sales, lower gas and electricity prices and volumes, and a
weaker US dollar ($1.27/£1 in H1 2024 vs. $1.24/£1 in H1 2023). Third party
sales were £0.7 million lower than H1 2023 but this was offset by lower
operating costs from the purchase of third party oil;
· Depletion, depreciation and amortisation (DD&A) reduced to £2.9
million (H1 2023: £3.3 million) as a result of increase in the Group's
estimated proven and probable reserves at the beginning of the period and due
to lower gas production volumes in the period;
· Operating costs reduced to £10.4 million (H1 2023: £12.3 million)
mainly due to lower workover and maintenance activity following the investment
in our fields in 2023, a reduction in third party volumes processed in the
period and cost saving initiatives;
· Administrative expenses increased to £4.1 million (H1 2023: £2.4
million) mainly due to legal costs relating to the refinancing of the Group's
borrowings and other corporate projects, restructuring costs which will result
in savings going forward, a lower allocation to capital projects and general
inflationary increases;
· Research and non-capitalised development costs were £1.8 million (H1
2023: £0.1 million) mainly comprising of the well re-entry activity to test
the geothermal potential of the Ernestinovo licence in Croatia;
· Exploration and evaluation assets written off of £1.8 million (H1
2023: £nil million) mainly representing costs incurred on PEDL 235 (Godley
Bridge) which expired in the period and the decision was taken not to renew;
· Impairment of development costs of £4.3 million (H1 2023: £nil
million) relating to the Stoke-on-Trent geothermal project following the
decision by SSE to change the focus of the project towards an 'Energy from
Waste' project. The majority of the Stoke-on-Trent development costs arose as
part of the GT Energy UK Limited acquisition. A significant portion of the
contingent consideration was based on achieving various milestones on that
project. As a result of its cancellation, £2.3 million (H1 2023: £nil
million) of the contingent consideration provision was released in the period;
· Other expenses of £2.0 million (H1 2023: £nil million) relating to
the preparation for sale of a non-core asset. It is expected that the sale
proceeds will exceed the costs incurred in preparing the asset for sale. £1.5
million of the expense will be paid in H2 2024;
· A loss of £0.1 million on oil hedges (H1 2023: gain of £0.5 million),
with 146,000 bbls of open fixed oil price contracts at an average price of
$81.6/bbl (H1 2023: 60,000 bbls at an average price of $80.7/bbl);
· Net finance costs of £2.4 million (H1 2023: £1.9 million) - see note
5; and
· A net tax credit of £1.7 million (H1 2023: charge of £3.7 million)
was recognised in the period, mainly due to a credit of £3.4 million in
deferred tax from a reduction in temporary taxable differences, offset by a
current tax charge of £1.7 million under the Energy Profit Levy regime.
Cash Flow
Net cash generated from operations before working capital movements reduced to
£4.4 million for the period (H1 2023: £9.2 million) mainly due to higher
administrative expenses, research and non-capitalised geothermal development
costs and other expenses. This was partially offset by lower operating costs.
The Group invested £3.0 million across its asset base during the period (H1
2023: £4.4 million) primarily on projects to increase production from
existing wells and to offset field declines and on the rationalisation works
at a non-core site.
The Group announced the closing of a new €25 million secured facility
(provided by Kommunalkredit Austria AG) to support its transition strategy
into geothermal energy and enable continued investment in the oil and gas
business utilising its existing cash flows. We made a drawdown of £6.1
million (€7.1 million) under the new facility and fully repaid the
outstanding balance of £5.5 million ($7.0 million) under the RBL facility
with the Bank of Montreal (H1 2023: repayment of £3.3 million ($4.0
million)). Interest paid during the period was £0.2 million (H1 2023: £0.4
million). Repayments made in respect of leases obligations were £0.6 million
(H1 2023: £0.8 million).
Cash and cash equivalents were £4.2 million at the end of the period (31
December 2023: £3.9 million).
Balance Sheet
Net assets were £52.6 million at 30 June 2024 (31 December 2023: £54.9
million).
Intangible assets reduced by £6.0 million mainly due to recognition of
impairment charges during the period. Property, plant and equipment reduced by
£1.9 million due to a DD&A charge of £2.3 million and a reduction in
value of decommissioning assets of £1.2 million, partially offset by capital
expenditure of £1.7 million.
Trade and other receivables reduced by £1.2 million mainly due to a decrease
in receivables from joint venture partners of £1.3 million. Lease liabilities
increased by £0.5 million during the period. The decommissioning provision
reduced by £0.4 million as a result of a utilisation of £0.7 million and the
impact of a reassessment of the provision of £0.9 million, offset by an
unwinding of the discount of £1.2 million. The contingent consideration
provision reduced by £2.3 million following the cancellation of the
Stoke-on-Trent project as explained above. Trade and other payables reduced by
£3.0 million mainly due to the timing of expenditure.
Non-IFRS Measures
The Group uses non-IFRS measures of performance that are not specifically
defined under IFRS or other generally accepted accounting principles. The
non-IFRS measures include net debt, adjusted EBITDA, underlying cash operating
costs and operating cash flow before working capital movements and realised
hedges. These non-IFRS measures are used by the Group, alongside IFRS
measures, for both internal performance analysis and to help shareholders,
lenders and other users of the Interim Report to better understand the Group's
performance in the period in comparison to previous periods and to industry
peers.
Net Debt
Net debt, being borrowings excluding capitalised fees less cash and cash
equivalents, increased slightly from the end of the previous year to £1.9
million at 30 June 2024 (31 December 2023: £1.6 million; 30 June 2023: £4.0
million). The Group's definition of net debt does not include the Group's
lease liabilities.
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
£m £m £m
Debt (nominal value excluding capitalised expenses) (6.1) (5.5) (5.5)
Cash and cash equivalents 4.2 1.5 3.9
Net debt (1.9) (4.0) (1.6)
Adjusted EBITDA
Adjusted EBITDA includes adjustments in relation to non-cash items such as
share-based payment charges and unrealised gain/loss on hedges together with
other one-off exceptional items, and after deducting lease rentals capitalised
under IFRS 16.
Six months ended Six months ended Year ended 31 December 2023
30 June 2024 30 June 2023
£m £m £m
(Loss)/profit before tax (4.2) 4.2 2.8
Net finance costs 2.4 1.9 4.4
Depletion, depreciation & amortisation 2.9 3.3 8.3
Impairment of development costs 4.3 - -
Impairment of goodwill - - 0.1
Impairment of exploration and evaluation assets 1.8 - 0.5
EBITDA 7.2 9.4 23.0
Lease rentals capitalised under IFRS 16 (0.8) (0.9) (1.8)
Changes in fair value of contingent consideration (2.3) - -
Other expenses 2.0 - -
Share-based payment charges 0.1 0.4 0.7
Unrealised loss on hedges 0.1 0.3 0.5
Redundancy costs (net of capitalisation) 0.2 0.2 0.1
Acquisition costs - - 0.5
Adjusted EBITDA 6.5 9.4 16.1
Related to oil and gas business segment 8.9 10.1 19.1
Related to Geothermal business segment (2.4) (0.7) (3.0)
Underlying cash operating costs
Six months ended Six months ended Year ended 31 December 2023
30 June 2024 30 June 2023
£m £m £m
Other cost of sales* 10.4 12.3 24.1
Lease rentals capitalised under IFRS 16 0.8 0.9 1.8
Underlying operating costs 11.2 13.2 25.9
* this represents total cost of sales less depletion, depreciation and
amortisation.
Operating cash flow before working capital movements and realised hedges
Six months ended Six months ended Year ended 31 December 2023
30 June 2024 30 June 2023
£m £m £m
Operating cash flow before working capital movements 4.4 9.2 15.0
Realised (gain)/loss on oil price derivatives - (0.7) (0.5)
Operating cash flow before working capital movements and realised hedges 4.4 8.5 14.5
Principal risks and uncertainties
The Group constantly monitors the Group's risk exposures and management
reports to the Audit Committee and the Board on a regular basis. The Audit
Committee receives and reviews these reports and focuses on ensuring that the
effective systems of internal financial and non-financial controls including
the management of risk are maintained. The results of this work are reported
to the Board which in turn performs its own review and assessment.
The principal risks for the Group remain as previously detailed on pages 14-15
of the 2023 Annual Report and Accounts and can be summarised as:
· Political risk such as change in Government or the effect of local or
national referendums which can result in changes to the regulatory or fiscal
regime;
· Strategy, and its execution, fails to meet shareholder expectations;
· Climate change risks that causes changes to laws, regulations,
policies, obligations and social attitudes relating to the transition to a
lower carbon economy which could have a cost impact or reduced demand for
hydrocarbons for the Group and could impact our Strategy;
· Cyber security risk that gives exposure to a serious cyber-attack
which could affect the confidentiality of data, the availability of critical
business information and cause disruption to our operations;
· Planning, environmental, licensing and other permitting risks
associated with its operations and, in particular, with drilling and
production operations;
· Oil or gas production, as no guarantee can be given that they can be
produced in the anticipated quantities from any or all of the Group's assets
or that oil or gas can be delivered economically;
· Loss of key staff;
· Pandemic that impacts the ability to operate the business
effectively;
· Oil market price risk through variations in the wholesale price in
the context of the production from oil fields it owns and operates;
· Gas and electricity market price risk through variations in the
wholesale price in the context of its future unconventional production
volumes;
· Exchange rate risk through both its major source of revenue and its
major borrowings being priced in US$ and Euros, respectively, while most of
the Group's operating and G&A costs are denominated in UK pounds sterling;
· Liquidity risk through its operations; and
· Capital risk resulting from its capital structure, including
operating within the covenants of its finance facility.
Going concern
The Group continues to closely monitor and manage its liquidity risks. Cash
flow forecasts for the Group are prepared on a monthly basis based on, inter
alia, the Group's production and expenditure forecasts, management's best
estimate of future oil prices and foreign exchange rates and the Group's
available loan facility. Sensitivities are run to reflect different scenarios
including, but not limited to, possible further reductions in commodity
prices, fluctuations of sterling and reductions in forecast oil and gas
production rates.
We have prepared our going concern assessment for the period to 31 March 2026.
Crude oil prices saw a slight increase in the first half of the year of 2024
compared to 2023 and have been considerably less volatile than in recent
years. However, with concerns over the health of the global economy and
persistent geopolitical tensions in the Middle East, there is ongoing
uncertainty about future oil prices.
The Group has generated strong operating cashflows in the first half of 2024,
as a result of stable commodity prices and continued effort to minimise
operating costs, more than offsetting the investment into our Geothermal
business. The proceeds from the sale of a non-core asset are expected to
exceed the costs incurred in rationalising and preparing the asset for sale
and negotiations are at an advanced stage with completion anticipated by Q1
2025. . However, the ability of the Group to operate as a going concern is
dependent upon the continued availability of future cash flows and the
availability of the monies drawn under its loan facility, which is dependent
on the Group not breaching the facility's covenants. To aid mitigation of
these risks, the Group benefits from its hedging policy with 121,200 bbls
currently hedged for September 2024 to June 2025 using swaps at an average
price of $81/bbl.
The Group's base case cash flow forecast was run with average oil prices of
$71/bbl for the remainder of 2024, $70/bbl for Q1 2025, $72/bbl for Q2
2025 and $75/bbl for H2 2025, and foreign exchange rates of an average
$1.30/£1 for the remainder of 2024 and 2025. In this base case scenario, our
forecasts show that the Group will have sufficient financial headroom to meet
the applicable financial covenants over the going concern assessment period.
Management has also prepared a downside case with average oil prices at an
average $70/bbl for the remainder of 2024, $66/bbl for Q1 2025, $68/bbl for
Q2 2025 and $71/bbl for H2 2025, and foreign exchange rates of an average
$1.31/£1 for the remainder of 2024 and onwards. Our downside case also
included a reduction in production of 5%, from January 2025 and a delay in
completion of the sale of the non-core asset to Q2 2025. In the event of a
downside scenario, management would take mitigating actions including delaying
capital expenditure and reducing costs, in order to remain within the Group's
financial covenants over the remaining facility period, should such actions be
necessary. All such mitigating actions are within management's control. In
this downside scenario including mitigating actions, our forecast shows that
the Group will have sufficient financial headroom to meet its financial
covenants over the going concern assessment period. Management remain focused
on maintaining a strong balance sheet and funding to support our strategy.
Based on the analysis above, the Directors have a reasonable expectation that
the Group has adequate resources to continue as a going concern for at least
the next twelve months from the date of the approval of the condensed interim
consolidated financial statements and have concluded it is appropriate to
adopt the going concern basis of accounting in the preparation of the
financial statements.
Statement of Directors' responsibilities
The Directors confirm that these Condensed Interim Consolidated Financial
Statements have been prepared in accordance with UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34") and the AIM
Rules for Companies; and these Unaudited Interim results include:
· a fair review of the information required (i.e., an indication of
important events and their impact during the first six months and a
description of the principal risks and uncertainties for the remaining six
months of the financial year); and
· a fair review of the information required on related party
transactions.
By order of the Board,
Ross Glover
Chief Executive Officer
18 September 2024
Condensed Interim Consolidated Income Statement
Notes Unaudited Unaudited Audited
6 months ended 6 months ended year ended
30 June 2024 30 June 2023 31 December 2023
£000 £000 £000
Revenue 4 23,230 23,781 49,466
Cost of sales
Depletion, depreciation and amortisation (2,886) (3,324) (8,241)
Other costs of sales (10,371) (12,252) (24,135)
(13,257) (15,576) (32,376)
Gross profit 9,973 8,205 17,090
Administrative expenses (4,075) (2,440) (7,290)
Research and non-capitalised development costs (1,799) (126) (2,002)
Impairment of development costs 9 (4,259) - -
Impairment of goodwill 9 - - (130)
Exploration and evaluation assets written off 9 (1,849) - (456)
Change in fair value of contingent consideration 12 2,251 - -
(Loss)/gain on derivative financial instruments (74) 474 (25)
Other expense 7 (2,000) - -
Other income 3 - 8
Operating (loss)/profit (1,829) 6,113 7,195
Finance income 5 34 254 177
Finance costs 5 (2,430) (2,168) (4,603)
(Loss)/profit before tax (4,225) 4,199 2,769
Income tax credit/(charge) 6 1,727 (3,665) (8,260)
(Loss)/profit after tax (2,498) 534 (5,491)
Attributable to:
Owners of the Parent Company (1,534) 534 (4,493)
Non-controlling interest (964) - (998)
(2,498) 534 (5,491)
(Loss)/earnings per share attributable to equity shareholders: 8 (1.17p) 0.42p (3.52p)
Basic (loss)/earnings per share
Diluted (loss)/earnings per share 8 (1.17p) 0.39p (3.52p)
Condensed Interim Consolidated Statement of Comprehensive Income
Unaudited Unaudited Audited
6 months ended 6 months ended year ended
30 June 2024 30 June 2023 31 December 2023
£000 £000 £000
(Loss)/profit for the period/year (2,498) 534 (5,491)
Other comprehensive income for the period/year:
Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on translation of foreign operations 24 - 19
Total comprehensive (loss)/income for the period/year (2,474) 534 (5,472)
Total comprehensive (loss)/income attributable to:
Owners of the Parent Company (1,527) 534 (4,477)
Non-controlling interest (947) - (995)
(2,474) 534 (5,472)
Condensed Interim Consolidated Balance Sheet
Notes Unaudited Unaudited Audited
at 30 June 2024 at 30 June 2023 at 31 December 2023
£000 £000 £000
ASSETS
Non-current assets
Intangible assets 9 7,811 9,814 13,823
Property, plant and equipment 10 72,129 73,599 73,994
Right-of-use assets 7,621 7,204 7,426
Restricted cash - 410 -
Deferred tax asset 6 40,592 42,081 37,192
128,153 133,108 132,435
Current assets
Inventories 1,552 1,499 1,522
Trade and other receivables 5,876 7,260 7,067
Cash and cash equivalents 13 4,199 1,493 3,855
Restricted cash - - 410
Derivative financial instruments 11 - 270 -
11,627 10,522 12,854
Total assets 139,780 143,630 145,289
LIABILITIES
Current liabilities
Trade and other payables (8,017) (6,111) (10,971)
Corporation tax payable 6 (1,099) - (1,099)
Borrowings 13 (5,483) (5,239) (5,358)
Derivative financial instruments 11 (74) - -
Lease liabilities (1,054) (977) (865)
Provisions 12 (1,858) (3,378) (2,236)
(17,585) (15,705) (20,529)
Non-current liabilities
Other payables - (371) -
Corporation tax payable 6 (1,664) (933) -
Lease liabilities (7,334) (6,674) (6,981)
Provisions 12 (60,628) (60,613) (62,906)
(69,626) (68,591) (69,887)
Total liabilities (87,211) (84,296) (90,416)
Net assets 52,569 59,334 54,873
Condensed Interim Consolidated Balance Sheet (continued)
Notes Unaudited Unaudited Audited
at 30 June 2024 at 30 June 2023 at 31 December 2023
£000 £000 £000
EQUITY
Capital and reserves
Called up share capital 15 30,334 30,334 30,334
Share premium account 15 103,218 103,131 103,189
Foreign currency translation reserve 3,822 3,799 3,815
Other reserves 38,465 38,079 38,324
Accumulated deficit (122,570) (116,009) (121,036)
Equity attributable to owners of the Company 53,269 59,334 54,626
Non-controlling interest (700) - 247
Total equity 52,569 59,334 54,873
Condensed Interim Consolidated Statement of Changes in Equity
Called up Share Foreign Other Accumulated deficit Equity attributable to owners of the Company Non-controlling interest £000 Total equity
share premium currency reserves** £000 £000 £000
capital account translation £000
£000 £000 reserve*
£000
At 1 January 2023 (audited) 30,334 103,068 3,799 37,617 (116,543) 58,275 - 58,275
Profit for the period - - - - 534 534 - 534
Share options issued under the employee share plan - - - 462 - 462 - 462
Issue of shares (note 15) - 63 - - - 63 - 63
At 30 June 2023 (unaudited) 30,334 103,131 3,799 38,079 (116,009) 59,334 - 59,334
Loss for the period - - - - (5,027) (5,027) (998) (6,025)
Acquisition of subsidiary with non-controlling interest - - - - - - 1,242 1,242
Share options issued under the employee share plan - - - 245 - 245 - 245
Issue of shares (note 15) - 58 - - - 58 - 58
Currency translation adjustments - - 16 - - 16 3 19
At 31 December 2023 (audited) 30,334 103,189 3,815 38,324 (121,036) 54,626 247 54,873
Loss for the period - - - - (1,534) (1,534) (964) (2,498)
Share options issued under the employee share plan - - - 141 - 141 - 141
Issue of shares (note 15) - 29 - - - 29 - 29
Currency translation adjustments - - 7 - - 7 17 24
At 30 June 2024 (unaudited) 30,334 103,218 3,822 38,465 (122,570) 53,269 (700) 52,569
* The foreign currency translation reserve includes an
amount of £3,799 thousand (31 December 2023: £3,799 thousand, 30 June 2023:
£3,799 thousand) in respect of exchange gains and losses on translation of
net assets and results, and intercompany balances, which formed part of the
net investment of the Group, in respect of subsidiaries which previously
operated with a functional currency other than UK pound sterling.
** Other reserves include: 1) Share plan reserves comprising a
EIP/MRP/EDRP reserve representing the cost of share options issued under the
long-term incentive plans and share incentive plan reserve representing the
cost of the partnership and matching shares; 2) a treasury shares reserve
which represents the cost of shares in Star Energy Group plc purchased in the
market to satisfy awards held under the Group incentive plans; 3) a capital
contribution reserve which arose following the acquisition of IGas Exploration
UK Limited; and 4) a merger reserve which arose on the reverse acquisition of
Island Gas Limited.
Condensed Interim Consolidated Cash Flow Statement
Notes Unaudited Unaudited Audited
6 months ended 6 months ended year
30 June 30 June ended
2024 2023 31 December
£000 £000 2023
£000
Cash flows from operating activities:
(Loss)/profit before tax (4,225) 4,199 2,769
Depletion, depreciation and amortisation 2,909 3,343 8,291
Abandonment costs/other provisions utilised or released (734) (951) (2,186)
Share-based payment charge 141 401 633
Exploration and evaluation assets written-off 9 1,849 - 456
Impairment of goodwill 9 - - 130
Impairment of development costs 9 4,259 - -
Change in fair value of contingent consideration 12 (2,251) - -
Unrealised loss on oil price derivatives 74 255 525
Gain on sale of fixed assets (3) - (8)
Finance income 5 (34) (254) (177)
Finance costs 5 2,430 2,168 4,603
Operating cash flows before working capital movements 4,415 9,161 15,036
Decrease in trade and other receivables and other financial assets 473 58 1,482
(Decrease)/increase in trade and other payables (751) (1,996) 553
(Increase)/decrease in inventories (30) 168 145
Net cash generated from operating activities 4,107 7,391 17,216
Cash flows from investing activities:
Purchase of intangible exploration and evaluation assets (118) (317) (343)
Purchase of property, plant and equipment (2,881) (3,665) (7,547)
Purchase of intangible development assets (29) (399) (619)
Acquisition of subsidiary, net of cash acquired - - (1,282)
Proceeds from disposal of property, plant and equipment 3 - 152
Interest received 34 14 24
Net cash used in investing activities (2,991) (4,367) (9,615)
Cash flows from financing activities:
Cash proceeds from issue of ordinary share capital 15 13 22 42
Drawdown on finance facility 13 6,110 - -
Repayment of Reserves Based Lending facility 13 (5,541) (3,284) (3,284)
Transaction costs related to loan refinancing 13 (626) - -
Repayment of principal portion of lease liabilities (222) (521) (1,255)
Repayment of interest on lease liabilities (344) (328) (727)
Interest paid 13 (188) (384) (1,384)
Net cash used in financing activities (798) (4,495) (6,608)
Net increase/(decrease) in cash and cash equivalents during the period/year 318 (1,471) 993
Net foreign exchange differences 26 (128) (230)
Cash and cash equivalents at the beginning of the period/year 3,855 3,092 3,092
Cash and cash equivalents at the end of the period/year 13 4,199 1,493 3,855
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
1 Corporate information
The condensed interim consolidated financial statements of Star Energy Group
plc and its subsidiaries (the Group) for the six months ended 30 June 2024,
which are unaudited, were authorised for issue in accordance with a resolution
of the Directors on 18 September 2024. Star Energy Group plc is a public
limited company incorporated and domiciled in England whose shares are
publicly traded on the AIM market. The Group's principal activities are
exploring for, appraising, developing and producing oil and gas and developing
geothermal projects.
2 Accounting policies
Basis of preparation
These unaudited condensed interim consolidated financial statements for the
six months ended 30 June 2024 have been prepared in accordance with UK-adopted
International Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34")
and the AIM Rules for Companies. The unaudited condensed interim consolidated
financial statements should be read in conjunction with the consolidated
financial statements for the year ended 31 December 2023. The annual financial
statements of Star Energy Group plc are prepared in accordance with UK-adopted
International Accounting Standards.
The financial information contained in this document does not constitute
statutory accounts as defined by Section 434 of the Companies Act 2006
(England & Wales). The financial information as at 31 December 2023 is
based on the statutory accounts for the year ended 31 December 2023. A copy
of the statutory accounts for that year, has been delivered to the Registrar
of Companies and is available on the Company's website at
www.starenergygroupplc.com. The auditors' report in accordance with Chapter 3
Part 16 of the Companies Act 2006 in relation to those accounts was
unqualified, did not draw attention to any matters by way of emphasis and did
not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period, except for the
adoption of the new and amended standards and interpretations discussed below.
Prior period numbers have been reclassified, where necessary, to conform to
the current period presentation.
Going concern
The Group continues to closely monitor and manage its liquidity risks. Cash
flow forecasts for the Group are prepared on a monthly basis based on, inter
alia, the Group's production and expenditure forecasts, management's best
estimate of future oil prices and foreign exchange rates and the Group's
available loan facility. Sensitivities are run to reflect different scenarios
including, but not limited to, possible further reductions in commodity
prices, fluctuations of sterling and reductions in forecast oil and gas
production rates.
We have prepared our going concern assessment for the period to 31 March 2026.
Crude oil prices saw a slight increase in the first half of the year of 2024
compared to 2023 and have been considerably less volatile than in recent
years. However, with concerns over the health of the global economy and
persistent geopolitical tensions in the Middle East, there is ongoing
uncertainty about future oil prices.
The Group has generated strong operating cashflows in the first half of 2024,
as a result of stable commodity prices and continued effort to minimise
operating costs, more than offsetting the investment into our Geothermal
business and the costs incurred to prepare the non-core asset for sale. The
proceeds from the sale of a non-core asset are expected to exceed the costs
incurred in rationalising and preparing the asset for sale and negotiations
are at an advanced stage with completion anticipated by Q1 2025. However, the
ability of the Group to operate as a going concern is dependent upon the
continued availability of future cash flows and the availability of the monies
drawn under its loan facility, which is dependent on the Group not breaching
the facility's covenants. To aid mitigation of these risks, the Group benefits
from its hedging policy with 121,200 bbls currently hedged for September 2024
to June 2025 using swaps at an average price of $81/bbl.
The Group's base case cash flow forecast was run with average oil prices of
$71/bbl for the remainder of 2024, $70/bbl for Q1 2025, $72/bbl for Q2
2025 and $75/bbl for H2 2025, and foreign exchange rates of an average
$1.30/£1 for the remainder of 2024 and 2025. In this base case scenario, our
forecasts show that the Group will have sufficient financial headroom to meet
the applicable financial covenants over the going concern assessment period.
Management has also prepared a downside case with average oil prices at an
average $70/bbl for the remainder of 2024, $66/bbl for Q1 2025, $68/bbl for
Q2 2025 and $71/bbl for H2 2025, and foreign exchange rates of an average
$1.31/£1 for the remainder of 2024 and onwards. Our downside case also
included a reduction in production of 5%, from January 2025 and a delay in
completion of the sale of the non-core asse to Q2 2025t. In the event of a
downside scenario, management would take mitigating actions including delaying
capital expenditure and reducing costs, in order to remain within the Group's
financial covenants over the remaining facility period, should such actions be
necessary. All such mitigating actions are within management's control. In
this downside scenario including mitigating actions, our forecast shows that
the Group will have sufficient financial headroom to meet its financial
covenants over the going concern assessment period. Management remain focused
on maintaining a strong balance sheet and funding to support our strategy.
Based on the analysis above, the Directors have a reasonable expectation that
the Group has adequate resources to continue as a going concern for at least
the next twelve months from the date of the approval of the condensed interim
consolidated financial statements and have concluded it is appropriate to
adopt the going concern basis of accounting in the preparation of the
financial statements.
New and amended standards and interpretations
During the period, the Group adopted the following new and amended IFRSs for
the first time for their reporting period commencing 1 January 2024:
Amendments to IAS 1 Classification of Liabilities as Current or Non-current
Amendments to IAS 1 Non-current Liabilities with Covenants
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
These standards do not have a material impact on the Group in the current or
future reporting periods. There are no other standards that are not yet
effective and that would be expected to have a material impact on the entity
in the current or future reporting periods, with the exception of IFRS 18
Presentation and Disclosure in Financial Statements which was issued on 9
April 2024, effective for periods beginning on or after 1 January 2027. We are
in the process of assessing the impact of this newly issued standard on our
future financial statements.
Estimates and judgements
The preparation of the unaudited condensed interim consolidated financial
statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expense. Actual results may differ from these
estimates.
In preparing these unaudited condensed interim consolidated financial
statements, the significant judgements made by management in applying the
Group's accounting policies and the key sources of estimation uncertainty were
the same as those applied to the consolidated financial statements for the
year ended 31 December 2023.
Financial risk management
The Group's activities expose it to a variety of financial risks; market risk
(including interest rate, commodity price and foreign currency risks), credit
risk and liquidity risk.
The unaudited condensed interim consolidated financial statements do not
include financial risk management information and disclosures required in the
annual financial statements; accordingly, the unaudited condensed interim
consolidated financial statements should be read in conjunction with the
Group's annual financial statements as at 31 December 2023.
3 Basis of consolidation
The unaudited condensed interim consolidated financial statements present the
results of Star Energy Group plc and its subsidiaries as if they formed a
single entity. The financial information of subsidiaries used in the
preparation of these unaudited condensed interim consolidated financial
statements is based on consistent accounting policies to those of the Company.
All intercompany transactions and balances between Group companies, including
unrealised profits/losses arising from them, are eliminated in full. Where
shares are issued to an Employee Benefit Trust, and the Company is the
sponsoring entity, it is treated as an extension of the entity.
4 Revenue
The Group derives revenue solely within the United Kingdom from the transfer
of control over goods and services to external customers which is recognised
at a point in time when the performance obligation has been satisfied by the
transfer of goods. The Group's major product lines are:
Unaudited Unaudited Audited
6 months ended 6 months ended year
30 June 2024 30 June 2023 ended
31 December 2023
£000 £000 £000
Oil sales 22,861 21,945 46,448
Electricity sales 246 696 1,162
Gas sales 123 1,140 1,856
Revenue for the period/year 23,230 23,781 49,466
5 Finance income and costs
Unaudited Unaudited Audited
6 months ended 6 months ended year
30 June 2024 30 June 2023 ended
31 December 2023
£000 £000 £000
Finance income:
Interest on short-term deposits 12 14 24
Net foreign exchange gain - 240 153
Other interest received 22 - -
Finance income for the period/ year 34 254 177
Finance costs:
Interest on borrowings (394) (433) (909)
Amortisation of finance fees on borrowings (183) (134) (268)
Net foreign exchange loss (62) - -
Unwinding of discount on decommissioning provision (note 12) (1,221) (1,273) (2,596)
Interest charge on lease liability (344) (328) (727)
Other interest payable (226) - (103)
Finance costs for the period/ year (2,430) (2,168) (4,603)
6 Tax on (loss)/ profit on ordinary activities
The Group calculates the period income tax expense using the UK corporation
tax rate that would be applicable to expected total annual earnings for the 12
months ending 31 December 2024. The majority of the Group's profits are
generated by "ring-fence" business which attract UK corporation tax and
supplementary charges at a combined average rate of 40% (six months ended 30
June 2023: 40%), in addition to the Energy Profit Levy (EPL) introduced in May
2022 with an expected average rate of 35% for the period (six months ended 30
June 2023: 35%). The effective tax rate for the period is 40.9% (six months
ended 30 June 2023: 87%), reflecting the deferred tax credit of £3.4 million
in the period, primarily as a result of reduction in temporary taxable
differences expected to realise during the period of operation of the EPL
regime, offset by a current EPL charge of £1.7 million. The major components
of income tax expense in the unaudited condensed interim consolidated income
statement are:
Unaudited Unaudited Audited
6 months ended 6 months ended year ended
30 June 2024 30 June 2023 31 December 2023
£000 £000 £000
UK corporation tax
Charge on (loss)/profit for the period/year 1,664 933 1,099
Total current tax charge 1,664 933 1,099
Deferred tax
(Credit)/charge relating to the origination or reversal of temporary (3,558) 3,011 8,611
differences
Charge/(credit) in relation to prior periods 167 (279) (1,450)
Total deferred tax (credit)/charge (3,391) 2,732 7,161
Tax (credit)/charge on (loss)/profit on ordinary activities for the (1,727) 3,665 8,260
period/year
A deferred tax asset of £40.6 million (30 June 2023: £42.1 million, 31
December 2023: £37.2 million) has been recognised in respect of tax losses
and other temporary differences where the Directors believe that it is
probable that these assets will be recovered based on estimated taxable profit
forecast.
The Group has gross total tax losses and similar attributes carried forward of
£361.6 million (30 June 2023: £350.8 million, 31 December 2023: £362.1
million). Deferred tax assets have been recognised in respect of tax losses
and other temporary differences where the Directors believe it is probable
that these assets will be recovered based on a five-year profit forecast or to
the extent that there are offsetting deferred tax liabilities. Such recognised
tax losses include £104.8 million (30 June 2023: £117.7 million, 31 December
2023: £109.5 million) of ringfence corporation tax losses which will be
recovered at 30% of future taxable profits, £90.4 million (30 June 2023:
£115.9 million, 31 December 2023: £92.6 million) of supplementary charge tax
losses which will be recovered at 10% of future taxable profits, £4.6 million
(30 June 2023: £nil, 31 December 2023: £nil) of non-ringfence corporation
tax losses which will be recovered at 25% of future taxable profits and £4.8
million (30 June 2023: £nil, 31 December 2023: £4.3 million) of losses
arising under the EPL regime which will be recovered at 35% of future taxable
profits.
In July 2024, the UK Government announced planned changes (to be effective
from 1 November 2024) to the EPL regime, with the intention to increase the
headline EPL rate to 38%, extend the sunset clause to 31 March 2030, abolish
the main EPL investment allowance and reduce the amount of relief available
for capital expenditure in calculating the EPL charge. These changes have not
yet been enacted at the date of approval of these financial statements. Once
enacted, these changes will have an impact on the tax charge and deferred tax
asset to be recognised in future periods. As the full details of the announced
measures are not yet known it is not currently possible to calculate the
potential impact on the balance sheet.
7 Other expense
Other expense of £2.0 million relates to the preparation for sale of a
non-core asset. It is expected that the sale proceeds will exceed the costs
incurred in preparing the asset for sale.
8 Earnings per share (EPS)
Basic EPS amounts are based on the loss for the period after taxation
attributable to the ordinary equity holders of the Parent Company of £1.5
million (six months ended 30 June 2023: profit after taxation of £0.5 million
attributable to the ordinary equity holders of the Parent Company; year ended
31 December 2023: loss after taxation of £4.5 million attributable to the
ordinary equity holders of the Parent Company) and the weighted average number
of ordinary shares outstanding during the period of 130.6 million (six months
ended 30 June 2023: 127.2 million; year ended 31 December 2023: 127.7
million).
Diluted EPS amounts are based on the loss for the period/year after taxation
attributable to the ordinary equity holders of the Parent Company and the
weighted average number of shares outstanding during the period/year plus the
weighted average number of ordinary shares that would be issued on the
conversion of all the potentially dilutive ordinary shares into ordinary
shares, except where these are anti-dilutive.
As at 30 June 2024, there are 3.1 million potentially dilutive employee share
options (six months ended 30 June 2023: 9.1 million, year ended 31 December
2023: 7.5 million). These were not included in the calculation at 30 June 2024
and 31 December 2023 as their conversion to ordinary shares would have
decreased the loss per share. These are however included in the calculation
for the six months ended 30 June 2023.
9 Intangible assets
Exploration and evaluation assets Development costs Goodwill Total
£'000 £'000 £'000 £'000
Cost
At 1 January 2023 5,558 3,710 - 9,268
Additions 117 429 - 546
At 30 June 2023 (unaudited) 5,675 4,139 - 9,814
Amounts recognised on acquisition of a subsidiary - 2,529 1,311 3,840
Additions 436 276 - 712
Exchange differences - 28 15 43
Impairment (456) - (130) (586)
At 31 December 2023 (audited) 5,655 6,972 1,196 13,823
Additions 147 30 - 177
Exchange differences - (56) (25) (81)
Impairment (1,849) (4,259) - (6,108)
At 30 June 2024 (unaudited) 3,953 2,687 1,171 7,811
Exploration and evaluation assets
Exploration costs written off in the period to 30 June 2024 were £1.8 million
(6 months to 30 June 2023: £nil, year ended 31 December 2023: £0.5 million)
which substantially all related to the impairment of capitalised exploration
costs at PEDL 235, where the decision was taken not to renew our exploration
licence (year ended 31 December 2023: £0.3 million of early-stage projects
related to our conventional assets where there was no further development
prospect and £0.2 million related to trailing costs on previously impaired
unconventional licences).
The Group has £4.0 million (six months ended 30 June 2023: £5.7 million,
year ended 31 December 2023: £5.7 million) of capitalised exploration
expenditure which relates to our conventional assets including PL 240.
Management assessed the remaining capitalised exploration expenditure for
indications of impairment under IFRS 6 Exploration for and Evaluation of
Mineral Resources and did not identify any factors indicating an impairment.
Goodwill
The carrying value of goodwill relates to the acquisition of an interest in
A14 Energy Limited during 2023. Following the acquisition, the Group
identified five Cash Generating Units (CGUs) within our geothermal business,
whereby technical, economic and/or contractual features create underlying
interdependence in the cash flows. These CGUs correspond to the four licences
(either awarded or under application at the acquisition date) with the
Croatian government (Ernestinovo, Sječe, Pčelić, and Leščan), in addition
to the previously identified CGU relating to the UK geothermal business. The
carrying amount of goodwill is allocated to the following CGUs:
Unaudited Unaudited Audited
at 30 June 2024 at 30 June2023 at 31 December 2023
£000 £000 £000
Sječe licence 360 - 369
Pčelić licence 360 - 368
Ernestinovo licence 451 - 459
1,171 - 1,196
On the acquisition of A14 Energy Limited, goodwill of £0.1 million was
allocated to the Leščan CGU, reflecting the potential of being awarded this
licence. Given that this licence was not awarded to the Group, this goodwill
was fully impaired at 31 December 2023. No goodwill has been allocated to the
UK geothermal business CGU.
The Group tests goodwill for impairment annually or more frequently if there
are indications that goodwill might be impaired. At 30 June 2024, management
assessed the capitalised goodwill for indications of impairment under IAS 36
Impairment of Assets and did not identify any factors indicating a need to
perform detailed impairment testing.
Development costs
The development costs relate to assets acquired as part of the GT Energy
acquisition in 2020, and assets acquired relating to the Ernestinovo licence
as part of the A14 Energy acquisition during 2023.
The carrying amount of development costs is split between CGUs as follows:
Unaudited Unaudited at 30 June 2023 Audited
at 30 June 2024 £000 at 31 December
£000 2023
£000
UK geothermal business 186 4,139 4,415
Ernestinovo licence 2,501 - 2,557
2,687 4,139 6,972
Development costs relating to UK Geothermal business
The costs allocated to this CGU primarily related to the design and
development of deep geothermal heat projects in the United Kingdom, with the
principal project being at Etruria Valley, Stoke-on-Trent.
At 30 June 2024 the Group reviewed the carrying value of the development costs
and assessed it for impairment. Following the launching of the Green Heat
Network Fund (GHNF) by the UK government in March 2022, it had been the
intention that 50% of the project's total combined commercialisation and
construction costs would be funded through a grant from the fund. A grant
funding request was jointly submitted by GT Energy and SSE in the second half
of 2022, with SSE as lead applicant. Following an extended due diligence
process (with technical and commercial aspects of the project being signed off
by a third party consultant in 2023), in 2024, SSE submitted a project change
request seeking to amend the capital grant and timetable. Further amendments
saw the project change it focus to being fed by a proposed new 'Energy from
Waste' facility. This means the project cannot progress in its intended
form. Although we still plan to use the data obtained to progress a geothermal
project in the Stoke region, the economic viability of a future project cannot
be assessed with sufficient certainty at present. Therefore, the decision was
taken to fully impair the capitalised amounts relating to the Stoke project,
resulting in an impairment charge of £4.3 million (6 months to 30 June 2023:
£nil, year ended 31 December 2023: £nil).
Development costs relating to Ernestinovo licence
The development costs associated with Ernestinovo relate to the fair value of
assets acquired as part of the A14 Energy acquisition made in 2023. The costs
relate to the value of the licence award and work performed up to the
acquisition date in progressing with the re-entry of an existing well on the
Ernestinovo exploration licence.
The Group tests intangible assets not yet ready for use for impairment
annually or more frequently if there are indications that the asset might be
impaired. At 30 June 2024, management assessed the capitalised development
cost for indications of impairment under IAS 36 Impairment of Assets and did
not identify any factors indicating a need to perform detailed impairment
testing.
10 Property, plant and equipment
Unaudited Unaudited Audited
at 30 June 2024 at 30 June 2023 at 31 December 2023
£'000 £'000 £'000
Oil and gas assets Other property, plant and equipment Total Oil and gas assets Other property, plant and equipment Total Oil and gas assets Other property, plant and equipment Total
Cost
At 1 January 226,888 1,734 228,622 220,301 2,046 222,347 220,301 2,046 222,347
Additions 1,692 - 1,692 2,702 - 2,702 6,920 27 6,947
Disposals/write offs - (29) (29) - - - - (339) (339)
Changes in decommissioning - (1,062) - (1,062) (333) - (333)
(1,217) (1,217)
At 30 June/31 December 227,363 1,705 229,068 221,941 2,046 223,987 226,888 1,734 228,622
Accumulated Depreciation, Depletion and Impairment
At 1 January 154,004 624 154,628 147,022 594 147,616 147,022 594 147,616
Charge for the period/ year 2,323 17 2,340 2,758 14 2,772 6,982 30 7,012
Disposals/write offs - (29) (29) - - - - - -
At 30 June/ 31 December 156,327 612 156,939 149,780 608 150,388 154,004 624 154,628
Net book value at 30 June/31 December 71,036 1,093 72,129 72,161 1,438 73,599 72,884 1,110 73,994
Impairment of oil and gas properties
The Group reviewed the carrying value of oil and gas assets as at 30 June 2024
and assessed it for impairment and impairment reversal indicators. No factors
that would have a material impact on the carrying value of the assets since
the last balance sheet date were identified. Management has therefore
concluded that there were no impairment or impairment reversal indicators at
30 June 2024.
11 Financial Instruments - fair value disclosure
The Group uses the following hierarchy for determining and disclosing the fair
value of financial instruments by valuation technique:
● Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
● Level 2: other valuation techniques for which all inputs which
have a significant effect on the recorded fair value are observable, either
directly or indirectly; and
● Level 3: valuation techniques which use inputs which have a
significant effect on the recorded fair value that are not based on observable
market data.
There are no non-recurring fair value measurements nor have there been any
transfers between levels of the fair value hierarchy.
Financial assets and liabilities measured at fair value
Level Unaudited Unaudited Audited
at 30 June at 30 June at 31 December 2023
2024 2023 £'000
£'000 £'000
Financial assets:
Derivative financial instruments - oil hedges 2 - 270 -
At 30 June/31 December - 270 -
Level Unaudited Unaudited Audited
at 30 June at 30 June at 31 December 2023
2024 2023 £'000
£'000 £'000
Financial liabilities:
Derivative financial instruments - oil hedges 2 (74) - -
Contingent consideration (note 12) 3 (480) (2,731) (2,731)
At 30 June/31 December (554) (2,731) (2,731)
Fair value of derivative financial instruments
Commodity price hedges
The fair values of the commodity price hedges were provided by counterparties
with whom the trades have been entered into. These consist of Asian style
swaps to sell oil. The hedges are valued by comparing the fixed prices of
the trades with prevailing market forward prices (or end of day prices) and
the difference multiplied by the traded volumes. These results are discounted
to provide a fair value.
Fair value of other financial assets and financial liabilities
The fair values of all other financial assets and financial liabilities are
considered to be materially equivalent to their carrying values.
12 Provisions
Unaudited Unaudited Audited
at 30 June 2024 at 30 June 2023 at 31 December 2023
£'000 £'000 £'000
Decommis-sioning provisions Contingent consideration Total Decommis- sioning provisions Contingent consideration Total Decommis- sioning provisions Contingent consideration Total
At 1 January (62,411) (2,731) (65,142) (62,825) (2,731) (65,556) (62,825) (2,731) (65,556)
Acquisitions - - - - - - - (857) (857)
Utilisation of provision 656 - 656 1,635 - 1,635 2,909 857 3,766
Unwinding of discount (note 5) (1,221) - (1,221) (1,273) - (1,273) (2,596) - (2,596)
Reassessment of decommissioning provision 970 - 970 1,203 - 1,203 101 - 101
Change in fair value of contingent consideration - 2,251 2,251 - - - - - -
At 30 June/31 December (62,006) (480) (62,486) (61,260) (2,731) (63,991) (62,411) (2,731) (65,142)
Unaudited Unaudited Audited
at 30 June 2024 at 30 June 2023 at 31 December 2023
£'000 £'000 £'000
Decommis-sioning provisions Contingent consideration Total Decommis- sioning provisions Contingent consideration Total Decommis- sioning provisions Contingent consideration Total
Current (1,858) - (1,858) (3,098) (280) (3,378) (1,956) (280) (2,236)
Non-current (60,148) (480) (60,628) (58,162) (2,451) (60,613) (60,455) (2,451) (62,906)
At 30 June/ 31 December (62,006) (480) (62,486) (61,260) (2,731) (63,991) (62,411) (2,731) (65,142)
Decommissioning provision
The Group spent £0.7 million on decommissioning activities during the period
(six months ended 30 June 2023: £1.6 million; year ended 31 December 2023:
£2.9 million).
Provision has been made for the discounted future cost of abandoning wells and
restoring sites to a condition acceptable to the relevant authorities. This is
expected to take place between 1 to 29 years from period end (30 June 2023: 1
to 29 years; 31 December 2023: 1 to 29 years). The provisions are based on the
Group's internal estimate as at 30 June 2024. Assumptions are based on the
current experience from decommissioning wells which management believes is a
reasonable basis upon which to estimate the future liability. The estimates
are based on a planned programme of abandonments but also include a provision
to be spent in 2024-2028 on preparing for the abandonment campaign, abandoning
wells and restoring sites which for regulatory, integrity or other reasons
fall outside the planned campaign. The estimates are reviewed regularly to
take account of any material changes to the assumptions. Actual
decommissioning costs will ultimately depend upon future costs for
decommissioning which will reflect market conditions and regulations at that
time. Furthermore, the timing of decommissioning is uncertain and is likely to
depend on when the fields cease to produce at economically viable rates. This,
in turn, will depend on factors such as future oil and gas prices, which are
inherently uncertain.
The Group applies an inflation adjustment to the current cost estimates and
discounts the resulting cash flows using a risk free discount rate. The
provision estimate reflects a higher inflation percentage in the near term for
the period 2024 - 2025 and thereafter incorporates the long-term UK target
inflation rate for the period 2026 and beyond.
A risk free rate range of 3.0% to 5.8% is used in the calculation of the
provision as at 30 June 2024 (30 June 2023: Risk free rate range of 3.0% to
5.9%, 31 December 2023: Risk free rate range of 3.0% to 5.5%).
Management performed sensitivity analysis to assess the impact of changes to
the risk free rate on the Group's decommissioning provision balance. A 0.5%
decrease in the risk free rate assumption would result in an increase in the
decommissioning provision by £3.9 million. Management also performed
sensitivity analysis to assess the impact of changes to the undiscounted
future cost of abandoning wells and restoring sites on the Group's
decommissioning provision balance. A 10% increase in the undiscounted future
cost would result in an increase in the decommissioning provision by £6.4
million.
Contingent consideration
The carrying value of contingent consideration relates to the acquisition of
GT Energy UK Limited (GT Energy). The consideration is payable in shares, and
is dependent on the timing of various milestones being achieved. It is also
dependent on the inputs to an agreed-form economic model which determines the
level of the consideration for each milestone in accordance with the sale and
purchase agreement (SPA). These inputs relate to targets for aspects of the
Stoke-on-Trent project, including funding, amount of heat delivered, and costs
and revenues achieved.
As detailed note 9, it is now expected that the project will not progress in
its intended form. This means that it will not be possible to meet the
milestones, with the exception of a "business development" milestone (relating
to the development of a second project) which could result in a payment of up
to £1 million. Therefore the fair value for each milestone other than the
business development milestone was assessed as £nil. The fair value of the
business development milestone was calculated by determining the probability
weighted value of the payment, discounted at a discount rate of 4.4%. The
balance of the contingent consideration at 30 June 2024 has been classified as
a non-current liability based on the contractual milestone payment dates in
the SPA for the GT Energy acquisition and the estimated timing of the
achievement of the milestone.
13 Cash and cash equivalents and other financial assets
Unaudited Unaudited Audited
at 30 June at 30 June at 31 December
2024 2023 2023
£000 £000 £000
Cash and cash equivalents 4,199 1,493 3,855
Borrowings - including capitalised fees (5,483) (5,239) (5,358)
Net debt (1,284) (3,746) (1,503)
Capitalised fees (577) (267) (133)
Net debt excluding capitalised fees at 30 June/31 December (1,861) (4,013) (1,636)
Net debt reconciliation
Cash and cash Borrowings Total
equivalents
£000 £000 £000
At 1 January 2023 (audited) 3,092 (8,743) (5,651)
Interest paid on borrowings (384) - (384)
Repayment of RBL (3,284) 3,284 -
Foreign exchange adjustments (128) 354 226
Other cash flows 2,197 - 2,197
Other non-cash movements - (134) (134)
At 30 June 2023 (unaudited) 1,493 (5,239) (3,746)
Interest paid on borrowings (425) - (425)
Other interest paid (575) - (575)
Repayment of RBL - - -
Foreign exchange adjustments (102) 15 (87)
Other cash flows 3,464 - 3,464
Other non-cash movements - (134) (134)
At 31 December 2023 (audited) 3,855 (5,358) (1,503)
Interest paid on borrowings (188) - (188)
Repayment of RBL (5,541) 5,541 -
Drawdown of loan facility 6,110 (6,110) -
Foreign exchange adjustments 26 (4) 22
Capitalised transaction costs (626) 626 -
Other cash flows 563 - 563
Other non-cash movements - (178) (178)
At 30 June 2024 (unaudited) 4,199 (5,483) (1,284)
Borrowings
In October 2019, the Group signed a $40.0 million RBL facility with BMO
Capital Markets (BMO). In addition to the committed $40.0 million RBL, a
further $20.0 million was available on an uncommitted basis, and could be used
for any future acquisitions or new conventional developments. The RBL had a
five-year term, an interest rate of USD LIBOR plus 4.0%, matured in June 2024
and was secured on the Group's assets. USD LIBOR ceased to be published from
30 June 2023 and the facility was amended to replace LIBOR with the Secured
Overnight Finance Rate (SOFR) with effect from 1 July 2023. There was no
material impact on the financial position and performance of the Group
resulting from this transition.
On 9 April 2024, the Group announced the closing of a new €25.0 million
facility with Kommunalkredit Austria AG (Kommunalkredit). The facility
comprises of a facility A which was used to fund the repayment of the
outstanding balance on the RBL facility and carries a fixed interest rate of
9.384% and is repayable on 30 June 2025 and a facility B which provides
funding for the Group's geothermal development activities and carries an
interest rate of Euribor + 6% and has a five-year term with repayments
commencing on 31 December 2025.
At 30 June 2024, we have drawn down €7.1 million, with a further €17.9
million available for draw down in future. The current portion of the
borrowings have been assessed on the basis of contractual repayment terms.
The Group is subject to the following financial covenants under the facility
agreement, applicable at 30 June and 31 December for each year of the
agreement:
· Loan Life Cover Ratio ("LLCR") not less than 1.25:1.
· Net Debt to Earnings before Interest, Tax, Depreciation,
Amortisation, and Exceptional items ("EBITDAX") ratio less than or equal to
2.00:1.
· The current ratio of the Group, defined as the ratio of current
assets to current liabilities (with specific agreed exclusions) greater than
or equal to 1.00:1.
· The Debt Service Cover Ratio ("DSCR") greater than or equal to
1.10:1 (applicable after 31 December 2025).
· The Approved Reserve Value to Net Debt ratio greater than or
equal to 2.50:1.
We complied with all the covenants applicable at the balance sheet date.
Collateral against borrowing
A security agreement was executed between Apex Corporate Trustees (UK) Limited
(as security agent for Kommunalkredit Austria AG) ("Apex"), Star Energy Group
plc and certain subsidiaries, namely; IGas Energy Limited, Star Energy
Limited, IGas Energy Enterprise Limited, Island Gas (Singleton) Limited,
Island Gas Limited, Dart Energy (East England) Limited, Dart Energy (West
England) Limited, IGas Energy Development Limited, IGas Energy Production
Limited, Dart Energy (Europe) Limited and GT Energy UK Limited (as chargors)
dated 9 April 2024 ("Star Energy Debenture"). On the same date, Scottish bonds
and floating charges were executed between Apex (as security agent) and Dart
Energy (Europe) Limited and IGas Energy Production Limited (Star Energy Group
companies, as "Scottish Chargors") ("Scottish BFCs"). A further security
agreement was executed between GT Energy Croatia Limited (a Star Energy Group
company, as chargor) and Apex (as security agent) dated 26 April 2024 ("GT
Debenture").
Under the terms of the Star Energy Debenture and GT Debenture, Apex has fixed
charges over certain real property (freehold and/or leasehold property),
petroleum licences, all pipelines, plant, machinery, vehicles, fixtures,
fittings, computers, office and other equipment and chattels and all related
property rights, shares of certain subsidiaries as well as the assigned
agreements and rights and all related property rights and first floating
charges over property, assets, rights and revenues (other than those charged
or assigned pursuant to the aforementioned fixed charges). Under the terms of
the Scottish BFCs, Apex has a first floating charge over all of the assets of
the Scottish Chargors.
14 Loss after tax from discontinued operations
The divestment of assets acquired as part of the Dart Acquisition, namely the
Rest of the World segment, was completed in 2016. The Group had a presence
in a small number of Australian, Indian and Singaporean registered operations.
During the period ended 30 June 2024, we finalised the liquidation process for
the remaining of these overseas dormant subsidiaries, with formal
deregistration of the final Australian entity (Dart Energy Pty Ltd). The total
loss after tax in respect of discontinued operations was £nil (six months
ended 30 June 2023: £nil; year ended 31 December 2023: £nil).
15 Share capital
Ordinary shares Deferred shares Share capital Share premium
No. Nominal value No. Nominal value Nominal value
£000 £000 £000 Value
£000
Issued and fully paid
At 1 January 2023 (audited) 126,731,529 3 303,305,534 30,331 30,334 103,068
SIP share issue- partnership 122,731 - - - - 22
SIP share issue - matching 225,462 - - - - 41
Shares issued in respect of MRP exercises 154,014 - - - - -
Shares issued in respect of EDRP exercises 150,000 - - - - -
Shares issued in respect of EIP exercises 15,182 - - - - -
At 30 June 2023 (unaudited) 127,398,918 3 303,305,534 30,331 30,334 103,131
SIP share issue - partnership 164,625 - - - - 20
SIP share issue - matching 325,854 - - - - 38
Shares issued in respect of MRP exercises 440,140 - - - - -
Shares issued in respect of EIP exercises 17,496 - - - - -
At 31 December 2023 (audited) 128,347,033 3 303,305,534 30,331 30,334 103,189
SIP share issue - partnership 143,461 - - - - 13
SIP share issue - matching 171,567 - - - - 16
Shares issued in respect of MRP exercises 585,184 - - - - -
Shares issued in respect of EIP exercises 59,261 - - - - -
At 30 June 2024 (unaudited) 129,306,506 3 303,305,534 30,331 30,334 103,218
16 Operating Segments
An operating segment is a component of the Group that engages in a business
activity from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's
other components. All operating segments operating results are reviewed
regularly to make decisions about resources to be allocated to the Segment and
to assess its performance by the Chief Operating Decision Maker, which for the
Group is the Board of Directors. Segment results include items directly
attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise mainly corporate assets and head
office expenses.
Unaudited at 30 June 2024
Oil and gas segment Geothermal segment Unallocated Total
£'000 £'000 £'000 £'000
External revenues 23,230 - - 23,230
Cost of sales (13,257) - - (13,257)
Gross profit 9,973 - - 9,973
Administrative expenses (3,108) (616) (351) (4,075)
Research and non-capitalised development costs - (1,799) - (1,799)
Impairment of development costs - (4,259) - (4,259)
Exploration and evaluation assets written off (1,849) - - (1,849)
Change in fair value of contingent consideration - 2,251 - 2,251
Loss on derivative financial instruments (74) - - (74)
Other expense (2,000) - - (2,000)
Other income 3 - - 3
Segment operating profit/(loss) 2,945 (4,423) (351) (1,829)
Finance income 34
Finance costs (2,430)
Finance costs - net (2,396)
Loss before income tax (4,225)
Total assets at 30 June 135,347 4,433 - 139,780
Total liabilities at 30 June (84,320) (2,261) (630) (87,211)
Audited at 31 December 2023 Unaudited at 30 June 2023
Oil and gas segment Geothermal segment Unallocated Total Oil and gas segment Geothermal segment Unallocated Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
External revenues 49,466 - - 49,466 23,781 - - 23,781
Cost of sales (32,376) - - (32,376) (15,576) - - (15,576)
Gross profit 17,090 - - 17,090 8,205 - - 8,205
Administrative expenses (4,395) (1,224) (1,671) (7,290) (1,482) (549) (409) (2,440)
Research and non-capitalised development costs - (2,002) - (2,002) - (126) - (126)
Impairment of goodwill - (130) - (130) - - - -
Exploration and evaluation assets written off (456) - - (456) - - - -
(Loss)/profit on derivative financial instruments (25) - - (25) 474 - - 474
Other income 8 - - 8 - - - -
Segment operating profit/ (loss) 12,222 (3,356) (1,671) 7,195 7,197 (675) (409) 6,113
Finance income 177 254
Finance costs (4,603) (2,168)
Finance costs - net (4,426) (1,914)
Profit before income tax 2,769 4,199
Total assets at 31 December/ 30 June 2023 136,283 9,006 - 145,289 139,475 4,155 - 143,630
Total liabilities at 31 December/ 30 June 2023 (85,163) (4,460) (793) (90,416) (81,295) (2,736) (265) (84,296)
The Group has two geographical areas of operation being the UK and Croatia.
All Group revenues are derived in the UK. There is a total of £3.8 million
(30 June 2023: £nil; 31 December 2023: £3.9 million) of non-current assets
relating to operations in Croatia, with the remainder of the Group's
non-current assets relating to operations in the UK.
17 Performance bonds
On 1 November 2023, Tokio Marine Europe S.A issued performance guarantees
amounting to €5.2 million (£4.5 million) on behalf of the Group for licence
commitments relating to the Sječe and Pčelić, exploration licences. The
guarantees have a term of 5 years. Subsequent to the year end, the Group
agreed to provide cash backing for the guarantees using the proceeds of the
Kommunalkredit facility.
Glossary
£ The lawful currency of the United Kingdom
$ The lawful currency of the United States of America
€ The lawful currency of the European Union
1P Low estimate of commercially recoverable reserves
2P Best estimate of commercially recoverable reserves
3P High estimate of commercially recoverable reserves
1C Low estimate or low case of Contingent Recoverable Resource quantity
2C Best estimate or mid case of Contingent Recoverable Resource quantity
3C High estimate or high case of Contingent Recoverable Resource quantity
AIM AIM market of the London Stock Exchange
Bbl(s)/d Barrel(s) of oil per day
boepd Barrels of oil equivalent per day
bopd Barrels of oil per day
Contingent Recoverable Resource - Contingent Recoverable Resource estimates
are prepared in accordance with the Petroleum Resources Management System
(PRMS), an industry recognised standard. A Contingent Recoverable Resource is
defined as discovered potentially recoverable quantities of hydrocarbons where
there is no current certainty that it will be commercially viable to produce
any portion of the contingent resources evaluated. Contingent Recoverable
Resources are further divided into three status groups: marginal,
sub‑marginal, and undetermined. Star Energy Group plc's Contingent
Recoverable Resources all fall into the undetermined group. Undetermined is
the status group where it is considered premature to clearly define the
ultimate chance of commerciality.
m Million
Mbbl Thousands of barrels
MMboe Millions of barrels of oil equivalent
MMscfd Millions of standard cubic feet per day
PEDL United Kingdom petroleum exploration and development licence
PL Production licence
UK United Kingdom
USD The lawful currency of the United States of America
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