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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Petroceltic | LSE:PCI | London | Ordinary Share | IE00BB0QZ876 | ORD EUR0.3125 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 7.495 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMPCI
RNS Number : 6302A
Petroceltic International PLC
30 September 2015
Dublin
30 September 2015
PETROCELTIC INTERNATIONAL PLC
Interim Results and Operational Update
Petroceltic International plc ("Petroceltic" or "the Company" or "the Group"), the independent oil and gas exploration development and production company focused on North Africa, the Mediterranean and the Black Sea regions today announces its results for the six month period ended 30 June 2015.
Highlights:
-- Significant progress in Algeria with rig contract awarded, development drilling to commence shortly and invitation to tender for EPC launched
-- First half working interest production of 15.7 Mboepd, 2015 full year guidance remains at 14 -15 Mboepd
-- Focus on core assets and de-emphasising high-risk exploration with exits from Kurdistan and Romania
-- Eni's 30 TCF Zohr discovery provides strong encouragement for Petroceltic's directly adjacent offshore Egyptian exploration blocks
-- Revenue of $38m (H1 2014 - $96m) from Egypt ($29m) and Bulgaria ($9m) -- Net debt of $184m (31 December 2014 - $153m) -- Capital expenditure during the period of $29m (H1 2014 - $68m) -- Loss for the period of $27m (H1 2014 loss: $57m)
Brian O'Cathain, Chief Executive of Petroceltic, commented:
"The Company has remained focused on delivery from its core assets, despite a challenging sector and market environment. The Ain Tsila gas development in Algeria remains on track for first gas in 2018 and continues to be de-risked following the award of the rig contract and the invitation to tender for the EPC. Maintaining production levels in Egypt and Bulgaria remains a key objective and we are naturally encouraged by Eni's recent discovery directly adjacent to our offshore acreage in Egypt."
For further information, please contact:
Brian O' Cathain / Tom Hickey, Petroceltic International Tel: +353 (1) 421 8300 James Henderson / Rollo Crichton-Stuart, Bell Pottinger Tel: +44 (20) 3772 2500 Douglas Keatinge / Joe Heron, Murray Consultants Tel: +353 (1) 498 0300 John Frain / Roland French, Davy Tel: +353 (1) 679 6363
Chairman and Chief Executive's Statement
The results to June 2015 reflect a challenging period where the Company primarily focused on delivery from its core development and producing assets and on reducing corporate and exploration expenditures in response to oil price and sector weakness. Production during the period, all of which is operated by Petroceltic, was approximately 15.7 Mboepd (7.7 Mboepd on a net entitlement basis), which is in line with our unchanged full year guidance of 14 -15 Mboepd.
Algeria
Petroceltic (operator, 38.25%), Sonatrach (the National Oil and Gas Company of Algeria, 43.375%) and Enel (18.375%) are joint parties to the Isarene PSC which contains the Ain Tsila development with reserves of 2.1 Tcf of Gas and 179 MMbbls of condensate (69 MMbbls) and LPG (110 MMbbls).
An experienced project team has been established and in January 2015 the Joint Operating Organisation (known as 'Groupement Isarene'), which is responsible for executing the field development plan, relocated its office from Algiers to the main Algerian oil and gas operating centre at Hassi Messaoud. Planning for the development drilling programme is well advanced and in April 2015 a rig contract was awarded to Sinopec, a company with extensive experience in Algeria. The 1,500 horsepower rig, which is now en route to the field, will drill up to 24 new development wells prior to first gas; these drilling locations, all in the northern region of the field, have already been selected and approved. The contract award and rig mobilisation represents the achievement of a further milestone for the Ain Tsila project and will enable drilling to commence on schedule in late 2015.
During the period, the Groupement launched the Engineering, Procurement and Construction ("EPC") process by inviting applications for pre-qualification. The pre-qualification process resulted in the selection of a short-list of EPC contractors which would be capable of delivering the Central Gas Processing Facility and associated works envisaged for the Ain Tsila development. Four pre-qualified companies (or consortia) have been invited to tender, each of which has previously delivered similar projects and all of which have experience in Algeria including successful projects with our partner Sonatrach. Following a technical and commercial evaluation of the offers, it is anticipated that the EPC tender process will complete with an award recommendation targeted for year end 2015 and commencement of construction planned for 2016. The development plan remains on schedule, and we are targeting first gas from the Ain Tsila field in the last quarter of 2018.
The scope of work for the EPC contract comprises a central processing facility, an industrial base, an administration/accommodation base, well-gathering system, and product export system. The scope is based on the Front End Engineering and Design ("FEED") outputs being generated by Chicago Bridge and Iron Company. The surface facilities have been designed to process up to 420 million standard cubic feet/day of wet gas, and transport the resultant product streams of dry gas, liquefied petroleum gas ("LPG") and condensate to existing tie-in points in the Algerian national hydrocarbon export infrastructure.
The gross project cost prior to first production is expected to be in the region of $1.6 billion with the majority of the expenditure incurred from 2016 through 2018. The capital estimate and phasing will be confirmed in more detail after the FEED studies have been completed and EPC contract awarded.
In June 2015 an amendment to the Isarene PSC approving the transfer of Petroceltic's interest in the Isarene project to a subsidiary company (Petroceltic Ain Tsila Limited) was signed by all parties; this was approved by the Council of Ministers of Algeria in July 2015 and became fully effective upon formal gazetting in the Official Journal of Algeria on 16 September 2015.
Egypt
Daily production from the onshore Nile Delta fields for the first half of 2015 was 13.8 Mboepd on a working interest basis (6.2 Mboepd on a net entitlement basis) generating gross revenue of $29m of which $18m was from gas sales and $11m from sales of oil, condensate and LPG. Approximately 73% of the production was derived from the West Dikirnis, South Damas, and the West and South Khilala fields. Gas prices achieved during the period averaged $2.77/Mcf and liquids prices averaged at $51.62/bbl. During the period $29m was invested in a range of development and exploration activities including three new infill production wells - West Khilala 10, West Khilala 6 and West Dikirnis 12 - as well as 3D seismic acquisition on North Thekah and the signature bonus for the North Port Foaud block.
The Egyptian receivable at 30 June 2015 was $54m which is up from $50m at year end, however a number of significant payments since the end of the period have reduced the outstanding amount to approximately $31m.
In addition to its producing fields, the Group holds interests in four exploration concessions; these include a 75% interest in the onshore South Idku concession in the Nile Delta region, 50% interests in two adjacent deep water blocks, North Thekah and North Port Fouad, and a 37.5% interest in the El Qa'a Plain concession in the Gulf of Suez. In North Thekah, 3D seismic was acquired during the first half of 2015 and plans for exploration drilling will be made following evaluation of the recent 3D seismic survey. In North Port Fouad, 3D seismic tendering will start in Q4 2015. North Port Fouad is situated directly adjacent to the Shorouk block where Eni recently discovered the 'supergiant' Zohr gas field with a potential 30 Tcf of gas in place covering about 100 km(2) . The Zohr-1 exploration well was drilled just three kilometres from the western boundary of the North Port Fouad block. Although, it is too early to say for certain, there is a possibility that a portion of the Zohr discovery may extend into the North Port Fouad block. This discovery, allied to the very sizeable discoveries across the border in offshore Israel and Cyprus, provides strong encouragement for the overall prospectivity of the region and should support Petroceltic's plans to farm out our interest. In South Idku, a tendering process is underway for the acquisition of a 3D seismic survey and exploration drilling is likely to occur in 2016. In El Qa'a plain, the seismic contract to acquire 450 sq km of 3D seismic was tendered, evaluated and signed in the first half of 2015 and seismic acquisition commenced in September.
Black Sea
Petroceltic has a 100% operated interest in three offshore gas producing fields in the Bulgarian Black Sea; Galata, Kaliakra and Kavarna. Daily production in Bulgaria averaged approximately 1.9 Mboepd in the first half of 2015, with 74% of this from the Galata field. Total sales gas production for the six month period of 1.6 Bcf generated $9m of revenue at an average gas price of $5.84/Mcf.
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September 30, 2015 02:02 ET (06:02 GMT)
Capital expenditure in Bulgaria for the six months to June 2015 was $2m. The current focus is to optimise future production from Galata and satellite fields, and to complete the tie-in of the Kavarna East discovery, planned for early 2016. The Kavarna East field was discovered in 2010 and contains approximately 9.6 Bcf of gas reserves. The field will be developed using a single subsea well tied back to a manifold near the Kavarna field and, from there, the gas will flow to the Galata platform using the existing Kavarna flowline. As this is an existing discovery with pipeline laid, the development involves re-entry and completion of the existing well. The project execution plans are well advanced with all the long lead time equipment procurement activities completed. The exact project timing is now dependent on rig and diving support vessel availability. The Kaliakra-1 well rate continues to decline slowly and the Company is considering an additional well (Kaliakra-3) to ensure all reserves are accessed and to drain the field fully. The Kavarna-1 well is also declining and is likely to be shut-in when the Kavarna East field comes on stream.
In 2013 and 2014, Petroceltic and its partners drilled two unsuccessful exploration wells in the Romanian Black Sea, one in each of the Blocks 27 and 28. Following these disappointing results, Petroceltic made the decision to withdraw from the licences and in June 2015, sold its regional operating subsidiary, Petroceltic Romania BV, to GVC Investment B.V for a nominal consideration. Following the completion of the sale to GVC, Petroceltic has no remaining obligations in Romania.
Italy
The Elsa oil discovery, offshore Abruzzo, contains 95 MMbbl of gross contingent 2C resources (Petroceltic 55%, paying interest 70%). The discovery requires further appraisal drilling and the Environmental Impact Assessment ("EIA") for the Elsa-2 well was resubmitted to the relevant authorities in July 2014. In March 2015, technical approval was issued by the EIA Commission and the EIA final decree is expected in late 2015/early 2016, paving the way for drilling of the Elsa-2 well in late 2016. As part of the preparations for drilling, Petroceltic will consider farmouts or similar partnering initiatives for this appraisal project.
In the Western Po Valley, the EIA for the Carpignano Sesia-1 well on the Carisio permit was submitted by the Operator, Eni, to the authorities in December 2014. This well is being designed to test a large oil prospect located some 25km west of the analogous Villafortua-Trecate Field, and has gross mean unrisked prospective resources of 237 MMboe. Petroceltic has a 47.5% equity interest in the licence, but has concluded farm-out negotiations aimed at reducing the Group's exposure to exploration drilling and testing costs, while maintaining a material participation in the prospect. Further details of this transaction will be announced upon completion of the interest transfers.
Kurdistan
Petroceltic entered the Kurdistan Region of Iraq in 2011, participating in two exploration licences, Shakrok and Dinarta, through a joint venture with Hess Corporation (as operator). The Shakrok licence was relinquished in July 2014 following a non-commercial gas discovery in the Shakrok exploration well. The Shireen well on the Dinarta licence commenced in June 2014 and following significant operational difficulties was suspended in December at a depth of 1,430 metres. Following a detailed review by the joint venture partners, it was concluded that an additional well would be required to fully evaluate the exploration potential of the prospect, and Hess and Petroceltic jointly elected to withdraw from the Dinarta licence in March 2015 without further drilling. All costs, including a provision for committed costs to exit the licences, were written off in 2014. As a result, the costs incurred to date in 2015 do not impact the income statement for the period.
Financial
Revenue for the period was $38m (June 2014: $96m) primarily from production in Egypt of $29m and Bulgaria of $9m. The decrease in revenue is a result of lower production in Egypt and Bulgaria and the decreases in oil and gas pricing. The loss for the period to 30 June 2015 was $27m, down from $57m in the comparable period in 2014, principally due to a significantly lower exploration write-off. Administrative expenses were $15m (June 2014: $14m) and included approximately $3m of one-off costs related to corporate restructuring which delivered a significant reduction in headcount during the period and will result in material cost reductions in future periods. Finance expense amounted to $11m (June 2014: $10m) while the income tax expense of $4m (June 2014: $9m) was primarily related to Egyptian production.
Capital expenditure in the period amounted to $29m, which was invested in development activity in Egypt ($16m) and Bulgaria ($2m) as well as exploration activity in Egypt ($9m) and Algeria/Other ($2m); total capital expenditure in Algeria amounted to $18m of which $17m was funded by the Sonatrach carry pursuant to the 2014 farm-out agreement. Amounts remaining under the carry at the end of the period were $108m and are forecast to cover all of Petroceltic's project costs until Q2 2016. Full year 2015 capital expenditure is expected to be approximately $65m ($135m gross of which $70m is funded by the Sonatrach carry).
At the capital markets day in January 2015, the Group announced that, in light of the current oil price and the planned investment focus and activity levels over the coming years, it would undertake a reorganisation to simplify the structure of the Group. This has now been completed and has resulted in a reduction in head count of 27, representing approximately 40% of head office and corporate staff.
In June 2015, Petroceltic announced that it was contemplating issuing up to $175 million of Senior Secured Bonds (the "Bond Issue"). As part of this process, the Company has engaged with a broad group of international institutional credit and industry investors to discuss their appetite to participate in the Bond Issue. The Company has received positive confirmation of its strategy and outlook, as well as the quality of the Company's interest in the Isarene PSC for credit investors. That bond marketing period coincided with a time of exceptionally volatile market conditions and accordingly marketing was suspended in late July. Since then, the Group has maintained its dialogue with selected investors and, following the recent completion of the transfer of its interest in the Isarene PSC to a subsidiary company, expects to recommence marketing in relation to the Bond Issue, or equivalent financing, in the near future subject to market conditions. In addition, in recent months, the Group has also received a number of conditional proposals and expressions of interest in respect of the potential disposal of certain of the Group's producing and exploration assets in Egypt.
Investor relations
In January 2015 the Group held a capital markets day in London where Petroceltic senior management presented a detailed update on the significant progress that the Group has made in Egypt and Algeria to analysts and investors. The CEO and CFO, as well as other members of the Petroceltic management team, have also held regular meetings with analysts and institutional investors.
The Group's largest shareholder, Worldview Capital Management ('Worldview'), requisitioned an EGM which was held on 25 February 2015 and two further EGMs also requisitioned by Worldview were held on 7 September 2015. The details and results of these EGMs are discussed below.
Litigation
In July 2015, the Company announced that it had been served with legal proceedings issued by Worldview in the High Court of Ireland. The proceedings allege that the Company has failed to undertake a review of its business and seeks direction from the Court as to the manner in which the review is undertaken. Similar proceedings were issued by Worldview in London in December 2014 and dismissed by the English High Court in May 2015, with costs awarded to Petroceltic, on the grounds that the appropriate jurisdiction was Ireland. As with the previous English proceedings, Petroceltic believes that the latest Irish legal proceedings are totally without merit and misconceived. Nonetheless, if Worldview decides to pursue the proceedings, the Company will vigorously contest and defend its position.
In August, Petroceltic responded to allegations made on an anonymous blog-site concerning the Company and certain of its staff and contractors. The Company had no prior knowledge or notification of the claims or concerns, but upon its becoming aware, immediately instigated an investigation in accordance with established procedures. On the basis of the investigations conducted, the Company considers the allegations to be baseless, untrue and defamatory, and on 20 August 2015, the High Court of Ireland ordered the deletion of the blogsite and prohibited publication of further material posted by the blogger, finding, prima facie, that the material on the blog is defamatory of Petroceltic. Furthermore, the Court has ordered that the blogger be identified within a specified time frame. The identity of the blogger has to date, not been revealed to the Company.
Petroceltic has also been made aware of further allegations published on a website in Bulgaria. In accordance with its established procedures, Petroceltic will investigate all allegations and if appropriate, publicly report any findings or make any disclosures required.
Board and Governance
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September 30, 2015 02:02 ET (06:02 GMT)
On 25 February, at an EGM requisitioned by Worldview, shareholders rejected the resolutions submitted by Worldview proposing that Brian O'Cathain be removed as a Director, and that Maurice Dijols and Angelo Moskov be appointed as Directors, while Neeve Billis and Nicholas Gay (proposed by Petroceltic) were appointed to the Board as independent Non-Executive Directors. Don Wolcott and Joe Mach, who were originally appointed in 2014 pursuant to a shareholder agreement between the Company and Worldview, resigned from the Board in late February 2015, and in March 2015, Tom Hickey was re-appointed to the Board. In August, Hugh Cawley was appointed to the Board as an independent Non-Executive Director.
At an EGM on 7 September, convened at the request of Worldview, the Company presented a proposal to limit the borrowing powers delegated to Directors under its Articles by placing an appropriate monetary limit, which reflects institutional investor guidance, of an amount of $650m (which represents twice the capital and reserves of the Group's latest audited accounts) that can be borrowed by the Company without further Shareholder approval. A second special resolution to amend the memorandum of association in line with Irish Company law was also proposed by the Company at this EGM. These were special resolutions requiring 75% of votes to pass and both of these resolutions were defeated at the EGM.
A second EGM was held on the same day to consider a resolution proposed by Worldview. The resolution would have restricted the sale or disposal of any assets (including a subsidiary) by the Company if they represent 25% or more of the Company's revenues, profits or reserves unless prior shareholder approval is first obtained. As the Company is already subject to rules on the disposal of assets, as contained in the ESM Rules and the AIM Rules, the Board of Petroceltic believed that, if passed, the Worldview Resolution could adversely affect the Company's ability to effect future disposals, by increasing the conditionality and uncertainty of such disposals. This ordinary resolution was defeated at the EGM.
In September 2015, Worldview announced its intention to convene its own EGM, to discuss matters related to the Company's contemplated Bond funding, to be held on 5th October 2015. Petroceltic applied to the High Court of Ireland for an injunction to prohibit this EGM and on 28 September, the High Court of Ireland granted an injunction prohibiting this EGM from being held pending full trial of the action at a later date. Consequently the EGM will not proceed and shareholders should take no action in relation to any correspondence received.
Principal risks and uncertainties
Petroceltic is subject to various risks and uncertainties that may impact its business now and in the future. The Board categorises the risks as follows: Strategic & corporate, political & commercial, operational, HSES and financial (including Going Concern which is also covered in note 1 to the condensed set of financial statements). The principal risks and uncertainties faced by the Group over the remaining six months of 2015 are substantially unchanged from the disclosures included in the Annual Report as at 31 December 2014. A more detailed explanation of the risks can be found on pages 50-52 of the 2014 Annual Report and Financial Statements.
Outlook
Petroceltic retains a high quality portfolio with material reserves and we continue to ensure that the business is properly structured to achieve our objectives. The current market climate and low oil prices along with uncertainty surrounding future pricing has meant many oil and gas companies have faced a more challenging financing and business environment.
To address these challenges, Petroceltic has rationalised its business and made 40% of head office and corporate personnel redundant as part of an overall initiative to refocus the Company on its core development and producing assets. Looking forward, we anticipate a number of important events and contract awards in relation to the Isarene development over the coming months while elsewhere, a number of existing or anticipated farm-out and portfolio management initiatives have materially mitigated our exposure to future expenditures.
On behalf of the Board of Directors
Robert Adair Brian O'Cathain Chairman Chief Executive
Responsibility Statement
Each of the Directors as follows,
Robert Adair - Chairman Brian O'Cathain - Chief Executive Tom Hickey - Chief Financial Officer Neeve Billis - Senior Independent Non-Executive Director Alan Parsley - Independent Non-Executive Director Ian Craig - Independent Non-Executive Director Nicholas Gay - Independent Non-Executive Director Hugh Cawley - Independent Non-Executive Director (appointed 25 August 2015)
confirm that, to the best of each person's knowledge and belief:
a) the condensed interim financial statements, comprising the condensed consolidated income statement, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
b) the interim management report includes a fair review of the information which would be required by:
i. Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
ii. Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
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Condensed Consolidated Income Statement
For the period ended
30 June 2015
Unaudited Unaudited Audited
6 months 6 months full year
ended ended ended
30 June 30 June 31 December
2015 2014 2014
Notes $'000 $'000 $'000
Revenue 2 37,978 96,270 157,242
Depletion and decommissioning 2 (23,354) (41,100) (88,498)
Other cost of sales 2 (10,483) (15,351) (29,914)
---------- ---------- -------------
Total cost of sales (33,837) (56,451) (118,412)
---------- ---------- -------------
Gross profit 4,141 39,819 38,830
Administrative expenses 2 (14,622) (13,727) (21,596)
Impairment of oil
and gas assets - - (86,390)
Share-based payments
expense 2 (1,915) (1,810) (3,759)
---------- ---------- -------------
(Loss)/profit from operating
activities before exploration
costs (12,396) 24,282 (72,915)
Exploration costs
written off 2 (6) (64,250) (183,384)
---------- ---------- -------------
Loss from operating
activities (12,402) (39,968) (256,299)
Finance income 3 72 1,450 2,858
Finance expense 3 (10,995) (10,002) (18,539)
Loss before tax (23,325) (48,520) (271,980)
Income tax expense 4 (3,786) (8,908) (9,610)
Loss for the period (27,111) (57,428) (281,590)
========== ========== =============
Basic loss per share
(cents) 5 (12.66) (32.23) (143.50)
Diluted loss per share
(cents) 5 (12.66) (32.23) (143.50)
The loss for the period is derived entirely from
continuing operations and is 100% attributable
to equity shareholders of the Company.
There was no other comprehensive income during
the current or prior periods.
Condensed Consolidated Balance Sheet
As at 30 June 2015
Unaudited Unaudited Audited
6 months 6 months full year
ended ended ended
30 June 30 June 31 December
2015 2014 2014
Notes $'000 $'000 $'000
Non-current assets
Intangible assets 39,214 98,609 29,752
Assets under development 163,257 195,159 161,927
Property, plant and
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September 30, 2015 02:02 ET (06:02 GMT)
equipment 279,904 390,984 281,088
Other receivables 14,568 8,950 14,610
Deferred tax assets 1,176 2,000 2,619
Total non-current
assets 498,119 695,702 489,996
---------- ---------- -------------
Current assets
Inventories 14,254 22,640 16,256
Trade and other receivables 78,992 109,987 82,762
Cash and cash equivalents 14,380 105,681 52,773
Total current assets 107,626 238,308 151,791
---------- ---------- -------------
Total assets 2 605,745 934,010 641,787
---------- ---------- -------------
Current liabilities
Trade and other payables 46,993 47,901 40,916
Loans and borrowings 7 100,000 49,000 38,000
Derivative liability - 353 -
Provisions 8 1,291 - 10,259
Current tax liabilities 1,883 2,684 2,267
Total current liabilities 150,167 99,938 91,442
---------- ---------- -------------
Non-current liabilities
Provisions 8 31,972 29,004 31,846
Deferred tax liabilities 28,876 38,887 30,242
Loans and borrowings 7 90,034 214,229 158,365
Total non-current
liabilities 150,882 282,120 220,453
---------- ---------- -------------
Total liabilities 2 301,049 382,058 311,895
---------- ---------- -------------
Net assets 304,696 551,952 329,892
========== ========== =============
Equity
Share capital 103,715 103,567 103,715
Share premium 626,688 626,683 626,688
Other capital reserves (883) (883) (883)
Share-based payment
reserve 18,387 17,086 18,272
Retained deficit (443,211) (194,501) (417,900)
Total equity 304,696 551,952 329,892
========== ========== =============
Condensed Consolidated Statement of Changes
in Equity
For the period ended
30 June 2015
Other Share-based
Share Share capital payment Retained Total
capital premium reserves reserve deficit equity
$'000 $'000 $'000 $'000 $'000 $'000
Unaudited
Balance at 1 January
2014 87,249 546,290 (883) 16,810 (138,607) 510,859
Loss for the financial
period - - - - (57,428) (57,428)
Shares issued 16,318 80,393 96,711
Share-based payment
charge - - - 1,810 - 1,810
Effect of share options
exercised or lapsed
- - - (1,534) 1,534 -
Balance at 30 June
2014 103,567 626,683 (883) 17,086 (194,501) 551,952
========= ========= ========== ============ ========== ==========
Audited
Balance at 1 January
2014 87,249 546,290 (883) 16,810 (138,607) 510,859
Total comprehensive
income
Loss for the financial
year - - - - (281,590) (281,590)
Transactions with owners
of the Company
Shares issued 16,466 80,398 - - 96,864
Share-based payment
charge - - - 3,759 - 3,759
Effect of share
options exercised
or lapsed - - - (2,297) 2,297 -
Balance at 31 December
2014 103,715 626,688 (883) 18,272 (417,900) 329,892
========= ========= ========== ============ ========== ==========
Unaudited
Balance at 1 January
2015 103,715 626,688 (883) 18,272 (417,900) 329,892
Total comprehensive
income
Loss for the financial
period - - - - (27,111) (27,111)
Transactions with owners
of the Company
Share-based payment
charge - - - 1,915 - 1,915
Effect of share
options lapsed - - - (1,800) 1,800 -
Balance at 30 June
2015 103,715 626,688 (883) 18,387 (443,211) 304,696
========= ========= ========== ============ ========== ==========
Condensed Consolidated Statement of Cash Flows
For the period ended 30
June 2015
Unaudited Unaudited Audited
6 months 6 months full year
ended ended ended
30 June 30 June 31 December
2015 2014 2014
$'000 $'000 $'000
Cash flows from operating
activities
Loss before tax (23,325) (48,520) (271,980)
Adjusted for:
Finance income (72) (1,450) (2,858)
Finance expense 10,995 10,002 18,539
Depletion, depreciation
and decommissioning charges 23,646 41,236 89,050
Exploration costs written
off 6 62,623 169,897
Cost of share-based payments 1,915 1,810 3,759
Impairment of property,
plant and equipment - - 80,478
Impairment of inventory - - 5,912
Income tax charge on Egyptian
revenue (3,709) (11,043) (19,775)
Provision for Kurdistan
exit - - 9,994
Cash flows from operations
before changes in working
capital 9,456 54,658 83,016
---------- ---------- -------------
Decrease/(increase) in
inventories 2,001 (1,351) (878)
(Increase)/decrease in
trade and other receivables 4,361 5,714 30,820
Increase/(decrease) in
trade and other payables (7,711) 841 (2,733)
Income taxes paid (384) (2,026) (3,677)
Net cash from operating
activities 7,723 57,836 106,548
---------- ---------- -------------
Cash flows from investing
activities
Expenditure on intangible
exploration and evaluation
assets (10,574) (49,120) (91,559)
Share of expenditures
funded by joint venture
partners 836 13,497 14,815
Expenditure on assets
under development (17,695) (27,961) (51,913)
Share of expenditures
funded by joint venture
partners 17,070 12,906 38,726
Expenditure on production
assets (18,409) (17,724) (23,612)
Proceeds from farm-outs - - 20,000
Interest received 72 220 716
Net cash from investing
activities (28,700) (68,182) (92,827)
---------- ---------- -------------
Cash flows from financing
activities
Proceeds from the issue
of new shares - 99,986 100,139
Payment of share issue
transaction costs - (3,275) (3,275)
Interest paid (4,753) (9,634) (12,769)
Borrowing fees paid (1,724) (1,256) (3,983)
Repayment of borrowings (8,475) (25,000) (94,000)
Net cash from financing
activities (14,952) 60,821 (13,888)
---------- ---------- -------------
Net (decrease)/increase
in cash and cash equivalents (35,929) 50,475 (167)
Effect of foreign exchange
fluctuation on cash and
cash equivalents (2,464) 1,337 (929)
Cash and cash equivalents
at start of period 52,773 53,869 53,869
Cash and cash equivalents
at end of period 14,380 105,681 52,773
========== ========== =============
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
Notes to the interim condensed financial statements
1. Accounting policies and basis of preparation
Petroceltic International plc is a company domiciled in the Republic of Ireland. The Condensed Consolidated Interim Financial Statements ("the Interim Financial Statements") of the Company as at and for the six months ended 30 June 2015 comprise the Company and its subsidiaries (together referred to as the "Group").
The Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. The Interim Financial Statements have been prepared applying the accounting policies that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2014. There are no new standards, amendments to standards or interpretations which are mandatory for the first time for financial periods commencing on 1 January 2015 which have a significant impact on the Group's accounting policies or on the reported results.
The comparative information provided in the Interim Financial Statements relating to the year ended 31 December 2014 does not comprise statutory financial statements. Those statutory financial statements, on which the Company's auditor gave an unqualified audit opinion, are available on the Company's website, www.petroceltic.com.
The Interim Financial Statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2014, which are available on the Company's website, www.petroceltic.com.
The Interim Financial Statements were approved by the Board of Directors on 30 September 2015.
The Interim Financial Statements for the six months ended 30 June 2015 are unaudited but have been reviewed by our auditor and their Independent Review Report is set out on pages 18 and 19.
Going Concern
A combination of adjustments to reserves arising from the 2014 Competent Person's Report, the drop in oil prices and a reduction in capital investment programmes in relation to the Group's assets in Egypt and Bulgaria have impacted on availability under the Group's Reserves Based Lending Facility during 2015. These circumstances have given rise to the requirement to make material repayments which the Group has not to date been in a position to fully satisfy and other potential breaches to the covenants of the Senior Bank Facility. The Group continues to have a constructive dialogue with, and has received various waivers to the latest review date from, the lending group which comprises HSBC, the International Finance Corporation, N.B.S.A Limited and Standard Chartered Bank. The Group has also agreed the commercial terms upon which certain further waivers may be provided, however these have not to date been formally approved.
Throughout 2015, the Group has been pursuing a number of alternative debt instruments to secure additional financing, create liquidity and/or reduce financial commitments. In particular, the Board believes that the value of the Group's Algerian interests is materially in excess of its current borrowings and that this asset will be the principal driver of the long term future value of the business. Consequently the Board believes a financing wholly or partly secured against this asset, which is currently ungeared, represents the best way to provide the necessary funding to strengthen the Group's financial position. The Group intends to recommence marketing discussions in relation to the Bond Issue, or equivalent funding, in the near future following the recent completion of the transfer of its interest in the project to its wholly owned subsidiary, Petroceltic Ain Tsila Limited.
The Group has also received a number of conditional proposals and expressions of interest in respect of the potential disposal of certain of the Group's producing and exploration assets in Egypt. A number of these proposals are currently under active investigation.
The Directors have given careful consideration to the Group's ability to continue as a going concern. In making their going concern assessment the Board has analysed the Group's cash flow requirements through to 30 September 2016 in detail. The principal assumptions underlying the forecast are that:
-- The Senior Bank Facility continues to operate in accordance with its terms and/or appropriate waivers are secured beyond the expiry of the current waiver;
-- A debt capital raising process, is undertaken with the ongoing financial support of the Company's lending group and, combined with potential farmouts, asset sales, equity or other initiatives, enables the Group to create liquidity and/or reduce financial commitments to sustainable levels;
-- The $140 million carry of Petroceltic's obligations in relation to the Ain Tsila development is expended in accordance with current forecasts;
-- Production revenue cash flows and operating and capital expenditure are in line with commitments and current expectations.
As at the date of approval of these financial statements, there can be no certainty that the additional funding required will ultimately be received. In the event that further funding cannot be secured, there is a material risk that the Group's lenders may withdraw their financial support and require immediate repayment of all amounts outstanding. These circumstances represent a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, after making enquiries and taking appropriate professional advice, and considering the uncertainties described above, the Directors have a reasonable expectation that the Group will secure or retain adequate resources to continue in operational existence for the period set out above. For these reasons, the Directors continue to adopt the going concern basis in preparing the financial statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Group was unable to continue as a going concern.
2. Revenue and segmental information
Corporate
6 months ended 30 June Black & Other
2015 Algeria Egypt Sea Kurdistan Europe Total
$'000 $'000 $'000 $'000 $'000 $'000
Revenue
Gas - 17,563 9,164 - - 26,727
Oil/condensate/liquids - 11,146 - - - 11,146
Royalty - - - - 105 105
Total revenue - 28,709 9,164 - 105 37,978
Depletion and
decommissioning - (17,299) (6,045) - (10) (23,354)
Other cost of sales - (7,353) (3,130) - - (10,483)
-------- --------- --------- ---------- ---------- ----------
Gross profit - 4,057 (11) - 95 4,141
Administrative expenses - (1,636) (532) - (12,454) (14,622)
Share-based payments
expense - - - - (1,915) (1,915)
Exploration costs
written
off - 128 (2,441) - 2,307 (6)
-------- --------- --------- ---------- ---------- ----------
Reportable segment
result
from operating
activities - 2,549 (2,984) - (11,967) (12,402)
Finance income 72 72
Finance expense (10,995) (10,995)
Loss before income tax (22,890) (23,325)
---------- ----------
Income tax expense - (3,786) - - - (3,786)
Loss for the period (22,890) (27,111)
---------- ----------
Reportable segment
assets 178,344 312,076 80,996 113 34,216 605,745
Reportable segment
liabilities (6,607) (63,554) (15,917) (12,275) (202,696) (301,049)
6 months ended 30 June
2014
Revenue
Gas - 29,477 34,911 - - 64,388
Oil/condensate/liquids - 31,678 - - - 31,678
Royalty - - - - 204 204
Total revenue - 61,155 34,911 - 204 96,270
Depletion and
decommissioning - (23,020) (18,052) - (28) (41,100)
Other cost of sales - (8,516) (6,835) - - (15,351)
Gross profit - 29,619 10,024 - 176 39,819
Administrative expenses - (2,006) (697) - (11,024) (13,727)
Share-based payments
expense - - - - (1,810) (1,810)
Exploration costs
written
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
off - (3,813) (8,113) (50,690) (1,634) (64,250)
Reportable segment
result
from operating
activities - 23,800 1,214 (50,690) (14,292) (39,968)
-------- --------- --------- ---------- ---------- ----------
Finance income 1,450 1,450
Finance expense (10,002) (10,002)
Loss before income tax (22,844) (48,520)
---------- ----------
Income tax expense - (7,558) (1,350) - - (8,908)
Loss for the period (22,844) (57,428)
---------- ----------
Reportable segment
assets 194,737 396,812 177,527 52,003 112,931 934,010
Reportable segment
liabilities (4,702) (66,663) (28,213) (6,386) (276,094) (382,058)
3. Finance income
and expense
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2015 2014
$'000 $'000
Interest income 72 220
Foreign currency
gain - 1,009
Change in fair value of
derivative financial instruments - 221
Total finance income for
the year 72 1,450
------------------ -------------------
Interest expense (4,988) (6,194)
Foreign currency
loss (1,541) -
Amortisation
of loan fees (2,144) (3,268)
Financing and
related fees (1,723) (115)
Unwinding of discount on
decommissioning provision (599) (425)
------------------ -------------------
Total finance expense
for the year (10,995) (10,002)
------------------ -------------------
4. Income tax
expense
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2015 2014
$'000 $'000
Current tax expense
Current period 3,709 13,626
Deferred tax expense
Origination and reversal
of temporary differences 77 (4,718)
Income tax expense 3,786 8,908
========== ==========
The difference between the total current tax
shown above and the amount calculated by applying
the standard rate of Irish corporation tax to
the loss before tax is as follows:
Loss before tax (23,325) (48,520)
---------- ----------
Tax charge on Group loss at standard Irish corporation
tax rate applicable to the Company of 25%
(5,831) (12,130)
Effects of:
Non deductible expenses
/(non chargeable income) 771 (175)
Losses utilised (1,084) -
Other temporary
differences 77 (956)
Deferred tax not recognised (arising
primarily on tax losses) 9,822 20,776
Under/ (over) provided
current tax in prior
years - (846)
Effect of tax rate
in foreign jurisdictions 31 2,239
Income tax expense 3,786 8,908
========== ==========
5. Earnings per
share
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2015 2014
Basic and diluted
loss per ordinary
share:
Loss for the
period ($'000) (27,111) (57,428)
------------ ------------
Number of ordinary shares
in issue - start of period 214,094,301 175,537,405
Shares issued
during the period - 38,180,845
Shares in issue
at end of period 214,094,301 213,718,250
------------ ------------
Weighted average number of ordinary
shares in issue - basic and
diluted 214,094,301 178,205,352
------------ ------------
Basic loss per ordinary
share (cents) (12.66) (32.23)
Diluted loss per ordinary
share (cents) (12.66) (32.23)
============ ============
6. Capital expenditure
Capital expenditure during the period, net of amounts funded by joint venture partners, was $29m, the expenditure related to Egypt $25m, Bulgaria $2m, Algeria $1m, and others $1m.
7. Loans and borrowings
Unaudited Unaudited
6 months 6 months Audited
ended ended full year
30 June 30 June 31 December
2015 2014 2014
$'000 $'000 $'000
Amounts falling due
within one year
Bank loan 100,000 49,000 38,000
Amounts falling due
after one year
Bank loan 90,034 214,229 158,365
---------- ---------- -------------
Total 190,034 263,229 196,365
========== ========== =============
The Groups loans and borrowings include $7.5m of loan fees capitalised to give a carrying value of the loan of $197.5m.
The fair value of the Group loans and borrowings at 30 June 2015 was $197m (31 December 2014: $202m)
The fair value of the amount drawn at the reporting date has been calculated based on the present value of the expected future principal and interest cash flows discounted at estimated market interest rates effective at the balance sheet date
8. Provisions
Decommissioning Other
Provision Provision Total
$'000 $'000 $'000
Non current
At 1 January
2014 29,252 - 29,252
Changes in estimate 1,944 - 1,944
Unwinding of discount 650 - 650
At 31 December 2014 31,846 - 31,846
---------------- ----------- --------
Current
At 1 January
2014 871 - 871
Additions - 9,994 9,994
Utilised
in the
year (303) - (303)
Changes in estimate (303) - (303)
At 31 December 2014 265 9,994 10,259
---------------- ----------- --------
Total provisions at 31
December 2014 32,111 9,994 42,105
================ =========== ========
Non current
At 1 January
2015 31,846 - 31,846
Utilised in the period 35 - 35
Changes in estimate (508) - (508)
Unwinding of discount 599 - 599
At 30 June
2015 31,972 - 31,972
================ =========== ========
Current
At 1 January
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
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