TIDMAEY
Interim Financial Report - Third Quarter 2014
FOR: ANTRIM ENERGY INC.
TSX VENTURE SYMBOL: AEN
AIM SYMBOL: AEY
November 14, 2014
Interim Financial Report - Third Quarter 2014
CALGARY, ALBERTA--(Marketwired - Nov. 14, 2014) - Antrim Energy Inc. (TSX VENTURE:AEN) (AIM:AEY)
HIGHLIGHTS:
=- Total unrisked gross prospective resource potential of 1.1 billion
barrels of oil equivalent
('Best Estimate') assigned to 17 leads within the Skellig Licence
(Antrim 25%), offshore Ireland
=- Strong working capital balance (US $16.5 million) at September 30, 2014
=- Completion of sale of UK subsidiary for US $53 million (Q2 2014)
=- Repayment of outstanding bank loan and oil hedge obligations (Q2 2014)
MANAGEMENT'S DISCUSSION AND ANALYSIS
This management's discussion and analysis ("MD&A") provides a detailed explanation of Antrim Energy Inc.'s (the
"Company" or "Antrim") operating results for the three and nine month periods ended September 30, 2014 compared
to the same periods ended September 30, 2013 and should be read in conjunction with the audited consolidated
financial statements of Antrim for the year ended December 31, 2013. This MD&A has been prepared using
information available up to November 12, 2014. The interim consolidated financial statements of the Company
have been prepared in accordance with
International Financial Reporting Standards ("IFRS"). Unless otherwise noted all amounts are reported in United
States ("US") dollars.
Non-IFRS Measures
Cash flow used in operations and cash flow used in operations per share do not have standard meanings under
IFRS and may not be comparable to those reported by other companies. Antrim utilizes cash flow from operations
to assess operational and financial performance, to allocate capital among alternative projects and to assess
the Company's capacity to fund future capital programs.
Cash flow used in operations is defined as cash flow used in operating activities before changes in working
capital. Cash flow used in operations per share is calculated as cash flow used in operations divided by the
weighted-average number of outstanding shares. Reconciliation of cash flow used in operations to its nearest
measure prescribed by IFRS is provided below.
Three Months Ended Nine Months Ended
September 30, September 30,
($000's) 2014 2013 2014 2013
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Cash flow used in operating
activities 89 1,433 (4,002) (6,412)
Less: change in non-cash working
capital 198 1,821 (204) 278
Cash flow used in operations (109) (388) (3,798) (6,690)
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Corporate
On February 7, 2014 the Company announced that it entered into an agreement to sell, subject to shareholder and
regulatory approval, its Causeway, Kerloch and Cormorant East assets, structured as a sale of all of the issued
and outstanding shares in the capital of Antrim Resources (N.I.) Limited ("ARNIL") for $53 million in cash,
plus the assumption of certain liabilities and adjusted working capital, from which Antrim would settle on
closing all outstanding obligations under its Payment and Oil Swap agreements. On April 24, 2014 the Company
completed the sale of ARNIL and settled its outstanding obligations under its Payment and Oil Swap agreements.
On May 20, 2014, the Company moved the listing of its common shares from the Toronto Stock Exchange to the TSX
Venture Exchange (symbol AEN). The Company's listing on the London Stock Exchange's AIM market (symbol AEY)
remains unchanged.
On November 3, 2014, the Company announced that it was making significant changes to the composition of its
board and management as part of a strategy designed to protect its strong financial position.
Overview of Continuing Operations
Ireland
Frontier Exploration Licence 1-13, Antrim 25%
Antrim acquired a Licensing Option in the 2011 Atlantic Margin Licensing Round covering an area of 1,409 km2
(the "Skellig Block"). Antrim licensed, reprocessed and interpreted 2D seismic data over the blocks and
identified a Cretaceous deep sea fan complex similar in seismic character to many of the recent Cretaceous oil
discoveries offshore West Africa.
In April 2013, the Company farmed out a 75% interest in, and operatorship, of the Licensing Option to Kosmos
Energy Ltd. ("Kosmos") in exchange for Kosmos carrying the full costs of a planned 3D seismic program within
the licence area and re-imbursement to Antrim of a portion of the exploration costs incurred on the blocks to
date. Antrim retained a 25% interest. The transaction was approved by the Department of Communications, Energy
and Natural Resources of Ireland ("DCENR").
Results from the recently acquired 3-D seismic programme reinforced the interpretation based on 2-D seismic and
strongly indicated the presence of Lower Cretaceous slope fan and channel deposits similar in geometry and
seismic character to many of the recent Cretaceous oil discoveries offshore West Africa.
On July 29, 2014 Antrim announced the results of a prospective resources report for the Skellig Block. These
prospective resources were evaluated by McDaniel & Associates Consultants Ltd. ("McDaniel") in accordance with
National Instrument 51-101 in a report dated effective June 30, 2014. Prospective resources were assigned to 17
leads within the Skellig Block. The report estimates a total unrisked prospective resource potential of 1.1
billion barrels of oil equivalent ('Best Estimate') on the licence. See "Notes on Oil and Gas Disclosure"
below.
The following table provides an aggregate summary of the Prospective Resources for the 17 independent leads
evaluated within the entire property:
Prospective Resources (1) (2) (3) (4) (5)
Total All Leads Property Gross - Unrisked
-------------------------------
Property Antrim
Risked Risked
Low Best High Mean Mean
Estimate Estimate Estimate Estimate Estimate
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Crude Oil (Mbbl) 54,533 260,206 1,108,434 59,396 14,849
Natural Gas (MMcf) 1,157,006 4,683,844 17,883,056 992,865 248,216
Condensate (Mbbl) 12,864 87,128 429,070 22,330 5,582
Cumulative Thousand
Barrels of Oil Equivalent
(Mboe) 260,231 1,127,975 4,518,014 247,203 61,800
The two largest leads represent 42.7% of the total unrisked property Prospective Resources (Best Estimate boe)
or 46.5% of the total risked mean property boe of Prospective Resources.
Notes:
1. There is no certainty that any portion of the prospective resources will
be discovered. If discovered, there is no certainty that it will be
economically viable or technically feasible to produce any portion of
the resources.
2. The columns marked as "Unrisked" have not been risked for chance of
discovery or chance of development. The columns marked as "Risked" have
been risked for chance of discovery, but have not been risked for chance
of development. If a discovery is made, there is no certainty that it
will be developed or, if it is developed, there is no certainty as to
the timing of such development.
3. The "Antrim Risked Mean Estimate" reflects Antrim`s 25% working interest
share of the gross prospective resource estimates shown in the "Property
Risked Mean Estimate" column; All other columns in the above table
reflect the gross 100% prospective resources of the Licence (of which
Antrim's current working interest is 25%).
4. Gas was converted to barrels of oil equivalent ("boe") at a ratio of 6
Mcf to 1 bbl.
5. The total risked mean is equal to the aggregate sum of the unrisked mean
(arithmetic average) estimate for each lead multiplied by the chance of
discovery for the lead.
Fyne Licence
P077 Block 21/28a - Fyne, Antrim 100%
In late March 2013 the Company announced that it would not proceed with development of the Fyne Field using an
FPSO. This followed a significant escalation of expected future development costs. The Company subsequently
signed a joint development agreement ("JDA") with Enegi Oil Plc ("Enegi") and Advanced Buoy Technology
(ABTechnology) Limited ("ABTechnology") to undertake and fund the work associated with producing and submitting
to DECC a Field Development Plan ("FDP") using buoy technology. The terms of the agreement included that there
would be no costs to the Company prior to FDP approval. A FDP was not prepared in time to meet the August 31,
2014 submission requirements of DECC and the Company is in discussion with DECC regarding the Fyne Licence
terms. The carrying value of the Fyne Licence at September 30, 2014 is $nil (December 31, 2013 - $nil).
In November 2014 the Company was notified by DECC that it has been offered a licence for Block 21/28b (Antrim -
50%) in the recently announced offer of award for the UKCS 28th Seaward Licensing Round. Block 21/28b, which
contains earlier discoveries; Crinan (previously Area 4) drilled in 1987 and Dandy drilled in 1990 as well as
other undrilled prospects, was previously held by Antrim from the 25th Licensing Round until its relinquishment
in early 2013.
Erne Licence
P1875 Block 21/29d - Erne, Antrim 50%
The Erne Licence started in January 2011 and is a Promote Licence with a drill-or-drop commitment. The Erne
wells drilled in late 2011 met all the commitments on the Licence. A discovery was made with the 21/29d-11 well
and also in the up-dip side-track 21/29d-11z well. These discoveries are not commercial on their own, but may
be economic to develop as tie-backs to an adjacent production facility if that transpires. The initial four
year term of the Licence expires in January 2015 at which time there is a requirement to relinquish 50% of the
Licence area. The carrying value of the Erne Licence at September 30, 2014 is $nil (December 31, 2013 - $nil).
Financial Discussion of Continuing Operations
Three Months Ended Nine Months Ended
September 30, September 30,
($000's except per share amounts) 2014 2013 2014 2013
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Financial Results
Cash flow used in operations (1) (109) (388) (3,798) (6,690)
Cash flow used in operations per
share (1) (0.00) (0.00) (0.02) (0.04)
Net loss - continuing operations (538) (1,255) (5,742) (7,068)
Net loss per share - basic,
continuing operations (0.00) (0.01) (0.03) (0.04)
Net loss (528) (16,067) (9,212) (17,990)
Net loss per share - basic (0.00) (0.09) (0.05) (0.10)
Total assets 18,401 101,144 18,401 101,144
Working capital 16,501 (14,383) 16,501 (14,383)
Capital expenditures - continuing
operations 78 260 273 377
Common shares outstanding
End of period 184,731 184,731 184,731 184,731
Weighted average - basic 184,731 184,731 184,731 184,731
Weighted average - diluted 184,731 184,731 184,731 184,787
1. Cash flow from operations and cash flow from operations per share are
Non-IFRS Measures. Refer to "Non-IFRS Measures" in Management's
Discussion and Analysis.
Revenue
With the classification of Causeway to discontinued operations, the Company did not have any revenue in 2014 or
2013.
General and Administrative
General and administrative ("G&A") costs increased to $4.0 million for the nine month period ended September
30, 2014 compared to $3.6 million for the corresponding period in 2013. The increase in G&A is primarily due to
severance costs and higher insurance, listing, resource evaluation and legal costs partially offset by lower
salary and occupancy expenses. G&A costs decreased to $0.8 million for the three month period ended September
30, 2014 compared to $1.2 million for the same period in 2013. The decrease in G&A is primarily due to lower
occupancy and administrative expenses.
A breakdown of G&A expense is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
($000's) 2014 2013 2014 2013
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Wages and salaries 403 436 2,179 2,051
Occupancy 101 250 270 518
Administrative 289 561 1,407 1,289
Travel 1 10 16 117
Overhead recovery - (48) 93 (387)
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794 1,209 3,965 3,588
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Exploration & Evaluation Expenditures
Exploration and evaluation ("E&E") expenditures decreased to $1.1 million for the nine month period ended
September 30, 2014 compared to $2.1 million for the corresponding period in 2013. The decrease in E&E
expenditures is primarily related to less work on the development plan for the Fyne Licence.
E&E expenditures were $0.2 million for the three months ended September 30, 2014 compared to $0.2 million for
the same period in 2013. E&E expenditure in the period is related to an increase in estimated decommissioning
obligations. The Company believes that future decommissioning obligations could be reduced if the abandonments
were completed as part of a multi-well, multi-client abandonment program.
Finance Costs
Finance costs were $43 thousand for the nine month period ended September 30, 2014 compared to $1.0 million for
the corresponding period in 2013. The decrease in finance costs is primarily related to fees in 2013 related to
sourcing debt financing.
Income Taxes
The Company follows the liability method of accounting for income taxes. As at September 30, 2014, no deferred
income tax assets were recorded due to uncertainty with respect to the ability of Antrim to generate sufficient
taxable income to utilize the unrecognized losses.
Cash Flow and Net Loss from Continuing Operations
In the nine month period ended September 30, 2014, cash flow used in operations was $3.8 million compared to
cash flow used in operations of $6.7 million for the corresponding period in 2013. Cash flow used in operations
decreased in 2014 due to lower E&E expenditures partially offset by higher general and administrative costs
related to employee severance.
In the nine month period ended September 30, 2014, Antrim had a net loss from continuing operations of $5.7
million compared to a net loss from continuing operations of $7.1 million for the corresponding period in 2013.
Net loss decreased due to lower E&E expenditures and finance costs partially offset by higher general and
administrative costs.
Foreign Exchange and Other Comprehensive Income
The reporting currency of the Company is the US dollar. From January 1, 2013 until its sale, ARNIL was
accounted for as a US functional currency entity. The Company's continuing UK activities are accounted for
using British pounds sterling as the functional currency. A significant portion of the Company's activities are
transacted in or referenced to US dollars, Canadian dollars or British pounds sterling. The Company's operating
costs and certain of the Company's payments in order to maintain property interests are made in the local
currency of the jurisdiction where the applicable property is located. As a result of these factors,
fluctuations in the Canadian dollar, British pounds sterling and US dollar could result in unanticipated
fluctuations in the Company's financial results. The Company incurred a foreign exchange loss of $0.3 million
in the nine month period ended September 30, 2014 compared to a loss of $0.2 million for the corresponding
period in 2013.
The Company reported other comprehensive loss of $7.2 million for the nine month period ended September 30,
2014, compared to other comprehensive income of $83 thousand for the corresponding period in 2013. Other
comprehensive loss increased following the reclassification to income (loss) from discontinued operations of
foreign currency translation gains previously included in accumulated other comprehensive income.
Financial Discussion of Discontinued Operations
Discontinued operations relate to the sale of Antrim's Causeway, Kerloch and Cormorant East assets structured
as the sale of all of the issued and outstanding shares in ARNIL. On April 24, 2014 the Company completed the
sale of ARNIL and settled its outstanding obligations under its Payment and Oil Swap agreements. Financial
results for the nine month period ended September 30, 2014 only reflect Antrim's ownership to April 24, 2014.
In the nine month period ended September 30, 2014, Antrim had a net loss from discontinued operations of $3.5
million compared to a net loss from discontinued operations of $10.9 million for the corresponding period in
2013. The net loss decreased primarily due to a $12.1 million impairment charge recorded in 2013, a gain on
disposal of assets of $5.2 million for the nine month period ended September 30, 2014 with respect to the
recognition in income of foreign currency translation adjustments previously included in accumulated other
comprehensive income, partially offset by lower production and production revenue in 2014.
Financial Resources and Liquidity
Antrim had a working capital surplus at September 30, 2014 of $16.5 million compared to a working capital
surplus of $0.8 million as at December 31, 2013. Working capital increased as a result of the sale of ARNIL in
April 2014 and the repayment and settlement of all outstanding obligations under the Company's bank debt and
financial derivative.
Contractual Obligations, Commitments and Contingencies
Antrim has several commitments in respect of its petroleum and natural gas properties and operating leases,
including operating costs, as at September 30, 2014 as follows:
($000's) 2014 2015 2016 2017 2018 Thereafter
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Office Leases 100 407 407 379 6 -
Ireland 217 - - - - -
United Kingdom
Fyne - 11 11 - - -
Erne - 13 - - - -
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Total 317 431 418 379 6 -
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Subsequent to September 30, 2014 the Company paid $0.7 million in severance to an executive who exercised an
option to voluntarily terminate employment upon closing of the ARNIL sale.
Outlook
The Company recently announced changes to the composition of its board and management as part of a strategy
designed to protect its strong financial position.
The Company will continue to evaluate and de-risk the Irish Skellig Licence with a view to farming down or
otherwise reducing its interest before a well is drilled. Antrim intends to bid to acquire additional interests
in Ireland through the recently announced Irish bid round.
The Company also intends to use its strong balance sheet and licence holding to acquire opportunities either
asset specific or corporate where an acquisition or a corporate combination would enhance shareholder value.
The Company has evaluated a number of opportunities over the past three months and will continue to look for
additional opportunities. The board of Antrim views the Company's strong financial position as a competitive
advantage in the current volatile oil price environment and the Company will continue to seek ways to reduce
the Company's G&A costs to further protect its financial position.
Summary of Quarterly Results
Net Income
Cash Flow (Loss) Per
($000`s, except per Revenue, Net Used in Net Income Share -
share amounts) of Royalties Operations (Loss) Basic
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(Note 1) (Note 1)
2014
Third quarter - (109) (528) (0.00)
Second quarter - (2,510) (223) (0.00)
First quarter - (1,179) (8,461) (0.05)
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- (3,798) (9,212) (0.05)
----------------------------------------------------
----------------------------------------------------
2013
Fourth quarter - (1,836) (21,212) (0.11)
Third quarter - (388) (16,067) (0.09)
Second quarter - (2,934) 930 0.01
First quarter - (3,368) (2,853) (0.02)
----------------------------------------------------
- (8,526) (39,202) (0.21)
----------------------------------------------------
----------------------------------------------------
2012
Fourth quarter - (8,137) (67,155) (0.36)
Third quarter - (472) (5,396) (0.03)
Second quarter - (3,178) (6,572) (0.04)
First quarter - (1,601) (55,421) (0.30)
----------------------------------------------------
- (13,388) (134,544) (0.73)
----------------------------------------------------
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Note 1: Continuing operations only
Key factors relating to the comparison of net income (loss) for the third quarter of 2014 to previous quarters
are as follows:
=- In the second quarter of 2014, the Company recognized a $5.2 million
gain on disposal of assets primarily with respect to the recognition in
income of foreign currency translation adjustments previously included
in accumulated other comprehensive income;
=- In the fourth quarter of 2013, the Company recognized a $14.6 million
impairment charge on assets held for sale;
=- In the third quarter of 2013, the Company recognized a $12.1 million
impairment charge with respect to delays and cost overruns for the
Causeway Field;
=- In the fourth quarter of 2012, the Company recognized a $50.4 million
impairment charge related to the decision not to participate in further
development of its 35.5% working interest in the Fionn Field, a $5.9
million impairment charge related to the abandonment of the Cyclone well
21/7b-4 and a $1.8 million impairment charge related to the West Teal
Licence;
=- In the third quarter of 2012, the Company recognized a $2.3 million
impairment charge related to the planned relinquishment of Carra Licence
P1563 Blocks 21/28b & 21/29c;
=- The second quarter 2012 net loss was impacted by a $10 million reduction
in the fair value of the Crown Point shares partially offset by a $5.9
million gain on the disposal of the Argentina assets;
=- During the first quarter of 2012, net loss included $54.7 million in
impairment costs related to the Fyne Licence, the Erne discovery well
and the Erne sidetrack well.
Risks and Uncertainties
The oil and gas industry involves a wide range of risks which include but are not limited to the uncertainty of
finding new commercial fields, securing markets for existing reserves, commodity price fluctuations, exchange
and interest rate costs and changes to government regulations, including regulations relating to prices, taxes,
royalties, land tenure, allowable production and environmental protection and access to off-shore production
facilities in the UK. The oil and natural gas industry is intensely competitive and the Company competes with a
large number of companies that have greater resources.
Substantial Capital Requirements
The Company's ability to establish reserves in the future will depend not only on its ability to develop its
present properties but also on its ability to select and acquire suitable exploration or producing properties
or prospects. The acquisition and development of properties also requires that sufficient funds, including
funds from outside sources, will be available in a timely manner. The availability of equity or debt financing
is affected by many factors, many of which are outside the control of the Company. World financial market
events and the resultant negative impact on economic conditions, particularly with respect to junior oil and
gas companies, have increased the risk and uncertainty of the availability of equity or debt financing.
Foreign Operations
A number of risks are associated with conducting foreign operations over which the Company has no control,
including currency instability, potential and actual civil disturbances, restriction of funds movement outside
of these countries, the ability of joint venture partners to fund their obligations, changes of laws affecting
foreign ownership and existing contracts, environmental requirements, crude oil and natural gas price and
production regulation, royalty rates, OPEC quotas, potential expropriation of property without fair
compensation, retroactive tax changes and possible interruption of oil deliveries.
Further discussions regarding the Company's risks and uncertainties, can be found in the Company's
Annual Information Form dated March 27, 2014 which is filed on SEDAR at www.sedar.com.
Notes on Oil and Gas Disclosure
Prospective resources are defined as those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from undiscovered accumulations by application of future development projects.
Prospective resources have both an associated chance of discovery and a chance of development. Prospective
resources are further subdivided in accordance with the level of certainty associated with recoverable
estimates assuming their discovery and development and may be sub-classified based on project maturity.
Estimates of resources always involve uncertainty, and the degree of uncertainty can vary widely between
accumulations/projects and over the life of a project. Consequently, estimates of resources should generally be
quoted as a range according to the level of confidence associated with the estimates. An understanding of
statistical concepts and terminology is essential to understanding the confidence associated with resources
definitions and categories. The range of uncertainty of estimated recoverable volumes may be represented by
either deterministic scenarios or a probability distribution. Resources should be provided as low, best and
high estimates, as follows:
Low Estimate - This is considered to be a conservative estimate of the quantity that will actually be
recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. If
probabilistic methods are used, there should be at least a 90 percent probability (P90) that the quantities
actually recovered will equal or exceed the low estimate.
Best Estimate - This is considered to be the best estimate of the quantity that will actually be recovered. It
is equally likely that the actual remaining quantities recovered will be greater or less than the best
estimate. If probabilistic methods are used, there should be at least a 50 percent probability (P50) that the
quantities actually recovered will equal or exceed the best estimate.
High Estimate - This is considered to be an optimistic estimate of the quantity that will actually be
recovered. It is unlikely that the actual remaining quantities recovered will exceed the high estimate. If
probabilistic methods are used, there should be at least a 10 percent probability (P10) that the quantities
actually recovered will equal or exceed the high estimate.
The calculation of barrels of oil equivalent ("boe") is based on a conversion rate of six thousand cubic feet
of natural gas ("mcf") to one barrel of crude oil ("bbl"). Boe's may be misleading, particularly if used in
isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the wellhead.
The resource estimates contained herein are estimates only and the actual results may be greater than or less
than the estimates provided herein. The estimates of resources for individual leads may not reflect the same
confidence level as estimated resources for all leads, due to the effects of aggregation. The total prospective
resources presented are based on the arithmetic aggregation of all of the leads, which will result in a greater
than 90 percent chance of exceeding the overall Low Estimate total and less than a 10 percent chance of
exceeding the overall High Estimate Total.
Positive aspects of exploration in the Skellig Block are: (i) similarity of basin geology to geology of the
northern part of the Porcupine Basin and the Canadian North Atlantic basins on the conjugate margin where
hydrocarbon discoveries have been made; and (ii) a working petroleum system with a proven Jurassic source and
the possibility of mature Cretaceous shales. Potential concerns of exploration in the Skellig Block are: (i)
the presence of significant quantities of reservoir quality sands at depths of 4,000 to 6,000 metres subsea;
(ii) lateral seals in Cretaceous stratigraphic traps; and (iii) hydrocarbon migration into potential Cretaceous
reservoirs.
Additionally, certain abbreviations are as follows:
Oil and Natural Gas Liquids
Bbls - barrels
Mbbls - thousand barrels
Mboe - thousand barrels of oil equivalent
Natural Gas
Mcf - thousand cubic feet
MMcf - million cubic feet
Forward-Looking and Cautionary Statements
This MD&A and any documents incorporated by reference herein contain certain forward-looking statements and
forward-looking information which are based on Antrim's internal reasonable expectations, estimates,
projections, assumptions and beliefs as at the date of such statements or information. Forward-looking
statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe",
"plan", "estimate", "expect", "targeting", "forecast", "achieve" and "intend" and statements that an event or
result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These
statements are not guarantees of future performance and involve known and unknown risks, uncertainties,
assumptions and other factors that may cause actual results or events to differ materially from those
anticipated in such forward-looking statements and information. Antrim believes that the expectations reflected
in those forward-looking statements and information are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward-looking statements and information included in this MD&A
and any documents incorporated by reference herein should not be unduly relied upon. Such forward-looking
statements and information speak only as of the date of this MD&A or the particular document incorporated by
reference herein and Antrim does not undertake any obligation to publicly update or revise any forward-looking
statements or information, except as required by applicable laws.
In particular, this MD&A and any documents incorporated by reference herein, contain specific forward- looking
statements and information pertaining to the quantity of and future net revenues from Antrim's reserves of oil,
natural gas liquids ("NGL") and natural gas production levels. This MD&A may also contain specific forward-
looking statements and information pertaining to Antrim's plans for exploring and developing its licences,
including exploration of the Skellig block, the financial effect of the ARNIL Sale upon Antrim, commodity
prices, foreign currency exchange rates and interest rates, capital expenditure programs and other
expenditures, supply and demand for oil, NGLs and natural gas, expectations regarding Antrim's ability to raise
capital, to continually add to reserves through acquisitions and development, the schedules and timing of
certain projects, Antrim's strategy for growth, Antrim's future operating and financial results, treatment
under governmental and other regulatory regimes and tax, environmental and other laws.
With respect to forward-looking statements contained in this MD&A and any documents incorporated by reference
herein, Antrim has made assumptions regarding: Antrim's ability to obtain additional drilling rigs and other
equipment in a timely manner, obtain regulatory approvals, the consideration received in the ARNIL Sale will
not change materially as a result of post-closing adjustments, the level of future capital expenditure required
to exploit and develop reserves, the ability of Antrim's partners to meet their commitments as they relate to
the Company and Antrim's reliance on industry partners for the development of some of its properties, the
general stability of the economic and political environment in which Antrim operates and the future of oil and
natural gas pricing. In respect to these assumptions, the reader is cautioned that assumptions used in the
preparation of such information may prove to be incorrect.
Antrim's actual results could differ materially from those anticipated in these forward-looking statements and
information as a result of assumptions proving inaccurate and of both known and unknown risks, including risks
associated with the exploration for and development of oil and natural gas reserves such as the risk that
drilling operations may not be successful, unanticipated delays with respect to the development of Antrim's
properties, operational risks and liabilities that are not covered by insurance, volatility in market prices
for oil, NGLs and natural gas, changes or fluctuations in oil, NGLs and natural gas production levels, changes
in foreign currency exchange rates and interest rates, the ability of Antrim to fund its capital requirements,
Antrim's reliance on industry partners for the development of some of its properties, risks associated with
ensuring title to the Company's properties, liabilities and unexpected events inherent in oil and gas
operations, including geological, technical, drilling and processing problems, the risk that the consideration
from the ARNIL Sale is reduced as a result of post-closing adjustments, the risk that additional change of
control payments to employees of Antrim become payable as a result of the ARNIL Sale, the risk of adverse
results from litigation, the accuracy of oil and gas reserve estimates and estimated production levels as they
are affected by the Antrim's exploration and development drilling. Additional risks include the ability to
effectively compete for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled
personnel, incorrect assessments of the value of acquisitions, Antrim's success at acquisition, exploitation
and development of reserves, changes in general economic, market and business conditions in Canada, North
America, the United Kingdom, Europe and worldwide, actions by governmental or regulatory authorities including
changes in income tax laws or changes in tax laws, royalty rates and incentive programs relating to the oil and
gas industry and more specifically, changes in environmental or other legislation applicable to Antrim's
operations, and Antrim's ability to comply with current and future environmental and other laws, adverse
regulatory rulings, order and decisions and risks associated with the nature of the Common Shares.
Many of these risk factors, other specific risks, uncertainties and material assumptions are discussed in
further detail throughout this MD&A and in Antrim's Annual Information Form for the year ended December 31,
2013. Readers are specifically referred to the risk factors described in this MD&A under "Risk Factors" and in
other documents Antrim files from time to time with securities regulatory authorities. Copies of these
documents are available without charge from Antrim or electronically on the internet on Antrim's SEDAR profile
at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The calculation of barrels of oil equivalent ("boe") is based on a conversion rate of six thousand cubic feet
of natural gas ("mcf") to one barrel of crude oil ("bbl"). Boe's may be misleading, particularly if used in
isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the wellhead.
In accordance with AIM guidelines, Mr. Murray Chancellor, C. Eng., MICE and Managing Director, United Kingdom
for Antrim, is the qualified person that has reviewed the technical information contained in this MD&A. Mr.
Chancellor has over 25 years operating experience in the upstream oil and gas industry.
Antrim Energy Inc.
Consolidated Balance Sheets
As at September 30, 2014 (unaudited)
(Amounts in US$ thousands)
September 30 December 31
Note 2014 2013
------------------------------
Assets
Current assets
Cash and cash equivalents 16,775 1,082
Restricted cash 14 13 -
Accounts receivable 148 184
Prepaid expenses 147 539
------------------------------
17,083 1,805
Assets held for sale 3 - 88,842
Property, plant and equipment 4 26 64
Exploration and evaluation assets 5 1,292 1,125
------------------------------
18,401 91,836
------------------------------
------------------------------
Liabilities
Current liabilities
Accounts payable and accrued
liabilities 582 1,017
------------------------------
582 1,017
------------------------------
------------------------------
Liabilities held for sale 3 - 57,977
Decommissioning obligations 7 5,116 4,130
------------------------------
5,698 63,124
------------------------------
------------------------------
Shareholders' equity
Share capital 8 361,922 361,922
Contributed surplus 21,896 21,527
Accumulated other comprehensive income (2,493) 4,673
Deficit (368,622) (359,410)
------------------------------
12,703 28,712
------------------------------
Total Liabilities and Shareholders'
Equity 18,401 91,836
------------------------------
------------------------------
Commitments and contingencies 13
The accompanying notes are an integral part of the interim consolidated financial statements.
Antrim Energy Inc.
Consolidated Statements of Comprehensive Loss
For the three and nine months ended September 30, 2014 and 2013 (unaudited)
(Amounts in US$ thousands, except per share data)
Three Months Ended Nine Months Ended
September 30 September 30
Note 2014 2013 2014 2013
----------------------------------------
Revenue - - - -
Expenses
General and administrative 794 1,209 3,965 3,588
Depletion and depreciation 4 4 23 35 71
Share-based compensation 9 97 20 369 550
Exploration and evaluation 5, 7 221 156 1,092 2,090
Impairment 5 - 7,001 - 7,001
Loss (gain) on disposal of
assets 12 - (7,499) - (7,499)
Finance income (12) - (18) (2)
Finance costs 15 7 43 1,042
Foreign exchange loss (gain) (581) 338 256 227
----------------------------------------
Income (loss) from continuing
operations before income (538) (1,255) (5,742) (7,068)
taxes
Income tax expense - - - -
----------------------------------------
----------------------------------------
Income (loss) from continuing
operations after income (538) (1,255) (5,742) (7,068)
taxes
Income (loss) from
discontinued operations 3 10 (14,812) (3,470) (10,922)
----------------------------------------
Net income (loss) for the
period (528) (16,067) (9,212) (17,990)
----------------------------------------
Other comprehensive income
Items that may be
subsequently reclassified to
profit or
loss:
Foreign currency
translation adjustment (499) 387 (298) 83
Items reclassified to profit
or loss:
Foreign currency
translation adjustment -
disposal (94) - (6,868) -
----------------------------------------
Other comprehensive income
(loss) for the period (593) 387 (7,166) 83
----------------------------------------
Comprehensive income (loss)
for the period (1,121) (15,680) (16,378) (17,907)
----------------------------------------
----------------------------------------
Net income (loss) per common
share
Basic and diluted- continuing
operations 10 (0.00) (0.01) (0.03) (0.04)
Basic and diluted -
discontinued operations 10 0.00 (0.08) (0.02) (0.06)
The accompanying notes are an integral part of the interim consolidated financial statements.
Antrim Energy Inc.
Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2014 and 2013 (unaudited)
(Amounts in US$ thousands)
Three Months Ended Nine Months Ended
September 30 September 30
Note 2014 2013 2014 2013
----------------------------------------
Operating Activities
Loss from continuing
operations after income taxes (538) (1,255) (5,742) (7,068)
Items not involving cash:
Depletion and depreciation 4 4 23 35 71
Share-based compensation 9 97 20 369 550
Accretion of decommissioning
obligations 7 13 12 36 42
Non-cash items included in
exploration and evaluation 220 - 1,048 -
expenditures
Foreign exchange loss 95 1,310 456 213
Impairment - 7,001 - 7,001
Gain on disposal of assets 12 - (7,499) - (7,499)
Changes in non-cash working
capital items - continuing 11 198 1,821 (204) 278
operations
Cash provided by (used in)
operating activities -
continuing operations 89 1,433 (4,002) (6,412)
Cash provided by (used in)
operating activities -
discontinued operations (85) (724) 1,958 5,593
----------------------------------------
----------------------------------------
Cash provided by (used in)
operating activities 4 709 (2,044) (819)
----------------------------------------
Financing Activities
Proceeds from long-term debt
facility 6 - - - 30,000
Issuance costs on long-term
debt facility - - - (1,423)
Payments on long-term debt
facility 6 - (850) (24,650) (850)
Financial derivative
settlements 14 - (655) (11,452) (1,773)
----------------------------------------
----------------------------------------
Cash provided by (used in)
financing activities -
discontinued operations - (1,505) (36,102) 25,954
----------------------------------------
Investing Activities
Capital expenditures (78) (260) (273) (377)
Change in restricted cash 1,105 (806) 867 (9,161)
Cash proceeds from disposal of
assets 3 - 7,499 57,293 7,499
----------------------------------------
Cash used in investing
activities - continuing
operations 1,027 6,433 57,887 (2,039)
Cash used in investing activities -
discontinued operations - (1,427) (3,859) (18,640)
----------------------------------------
----------------------------------------
Cash provided by (used in)
investing activities 1,027 5,006 54,028 (20,679)
----------------------------------------
Effects of foreign exchange on
cash and cash equivalents (723) 155 (189) 13
----------------------------------------
Net increase in cash and cash
equivalents 308 4,365 15,693 4,469
Cash and cash equivalents -
beginning of period 16,467 1,607 1,082 1,503
----------------------------------------
Cash and cash equivalents -
end of period 14 16,775 5,972 16,775 5,972
----------------------------------------
----------------------------------------
The accompanying notes are an integral part of the interim consolidated financial statements.
Antrim Energy Inc.
Consolidated Statements of Changes in Equity
For the three and nine months ended September 30, 2014 and 2013 (unaudited)
(Amounts in US$ thousands)
Accumulated
Other
Share Contributed Comprehensive
Note Capital Surplus Income Deficit Total
--------------------------------------------------------
Balance,
December 31,
2012 361,922 20,626 4,656 (320,208) 66,996
Net loss for
the period - - - (17,990) (17,990)
Other
comprehensive
income - - 83 - 83
Share-based
compensation 9 - 733 - - 733
--------------------------------------------------------
Balance,
September 30,
2013 361,922 21,359 4,739 (338,198) 49,822
--------------------------------------------------------
--------------------------------------------------------
Balance,
December 31,
2013 361,922 21,527 4,673 (359,410) 28,712
Net loss for
the period - - - (9,212) (9,212)
Other
comprehensive
loss - - (7,166) - (7,166)
Share-based
compensation 9 - 369 - - 369
--------------------------------------------------------
Balance,
September 30,
2014 361,922 21,896 (2,493) (368,622) 12,703
--------------------------------------------------------
--------------------------------------------------------
The accompanying notes are an integral part of the interim consolidated financial statements.
Antrim Energy Inc.
Notes to Consolidated Financial Statements
For the three and nine months ended September 30, 2014 and 2013 (unaudited)
(Amounts in US$ thousands)
1) Nature of Operations
Antrim Energy Inc. ("Antrim" or the "Company") is a Calgary based oil and natural gas company. Through
subsidiaries, the Company conducts exploration activities in the United Kingdom and Ireland. Antrim Energy Inc.
is incorporated and domiciled in Canada. The Company's common shares are listed on the TSX Venture Exchange
("TSXV") and the London AIM market ("AIM") under the symbols "AEN" and "AEY", respectively. The address of its
registered office is 1600, 333 - 7th Avenue S.W, Calgary, Alberta, Canada.
The Company entered into an agreement on February 7, 2014 to sell its UK subsidiary, Antrim Resources (N.I.)
Limited ("ARNIL") for $53 million in cash, plus the assumption of certain liabilities and adjusted working
capital, from which Antrim would settle on closing all outstanding obligations under its Payment and Oil Swap
agreements. On April 24, 2014 the Company completed the sale of ARNIL and settled its outstanding obligations
under its Payment and Oil Swap agreements (see note 3).
2) Basis of Presentation
a) Statement of compliance
These interim consolidated financial statements for the three and nine months ended September 30, 2014 have
been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting, and
have been prepared following the same accounting policies as the annual consolidated financial statements for
the year ended December 31, 2013. The interim consolidated financial statements should be read in conjunction
with the annual consolidated financial statements for the year ended December 31, 2013, which have been
prepared in accordance with International Financial Reporting Standards ("IFRS").
The policies applied in these interim consolidated financial statements are based on IFRS issued and
outstanding as at November 12, 2014, the date the Board of Directors approved the interim consolidated
financial statements.
b) Presentation currency
In these consolidated financial statements, unless otherwise indicated, all dollar amounts are expressed in
United States ("US") dollars. The Company has adopted the US dollar as its presentation currency to facilitate
a more direct comparison to North American oil and gas companies with international operations.
c) Critical accounting judgments and key sources of estimation uncertainty
The timely preparation of financial statements requires that management make estimates and assumptions and use
judgment regarding assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled
transactions and events as at the date of the financial statements. Accordingly, actual results may differ from
estimated amounts as future confirming events occur.
Significant estimates and judgments used in the preparation of the financial statements are described in the
Company's consolidated annual financial statements for the year ended December 31, 2013.
d) Changes in accounting policies
The interim consolidated financial statements are prepared on a historical cost basis except as detailed in the
accounting policies disclosed in the Company's consolidated financial statements for the year ended December
31, 2013, except for the retrospective adoption of the following effective January 1, 2014:
International Financial Reporting Interpretation Committee 21 Levies clarified that an entity recognizes a
liability for a levy when the activity that triggers payment occurs. For a levy that is triggered upon reaching
a minimum threshold, the interpretation clarified that no liability should be anticipated before the minimum
threshold is reached. The adoption of this interpretation did not impact the Company's interim consolidated
financial statements.
Effective January 1, 2014, the Company adopted, as required, amendments to IAS 32 Financial Instruments:
Presentation ("IAS 32"). The amendments clarify that the right to offset financial assets and liabilities must
be available on the current date and cannot be contingent on a future event. IAS 32 did not impact the
Company's interim consolidated financial statements.
New standards and interpretations not yet adopted
The following new standards are not yet effective and have not been applied in preparing these interim
consolidated financial statements:
IFRS 9, Financial Instruments, which will replace IAS 39, Financial Instruments: Recognition and Measurement,
will become mandatory effective for annual periods beginning on or after January 1, 2018. The complete standard
was issued in July 2014, and the Company does not intend to early adopt the standard in its consolidated
financial statements. IFRS 9 provides revised guidance on the classification and measurement of financial
assets and introduces a new expected credit loss model for calculating impairment. IFRS 9 (2014) also
incorporates the final general hedge accounting requirements originally published in IFRS 9 (2013). The impact
of this standard on the Company has not been determined.
IFRS 15, Revenue from Contracts with Customers, which will replace IAS 18, Revenue, provides a single,
principles based five-step model to be applied to revenue recognition from all contracts with customers and
applies to an annual reporting period beginning on or after 1 January 2017. The impact of this standard on the
Company has not been determined.
3) Discontinued operations
The Company entered into an agreement on February 7, 2014 with First Oil Expro Limited ("FOE") pursuant to
which, subject to the terms and conditions of the Agreement, FOE agreed to purchase from the Company all of the
issued and outstanding shares in the capital of Antrim's UK subsidiary, Antrim Resources (N.I.) Limited
("ARNIL") for $53 million in cash, plus the assumption of certain liabilities and adjusted working capital,
from which Antrim would settle on closing all outstanding obligations under its Payment and Oil Swap
agreements. On April 24, 2014 the Company completed the sale of ARNIL.
Details of the disposition are as follows:
2014
---------------
Consideration received:
Cash 57,293
Discontinued operations:
Working capital 1,975
Property, plant and equipment (75,691)
Asset retirement obligations 16,500
Transaction costs (1,779)
Foreign currency translation adjustment relating to disposal 6,868
---------------
Gain on disposal of assets 5,166
---------------
---------------
The combined results of the discontinued operations which have been included in the consolidated statement of
loss and comprehensive loss are as follows. The comparative period income and cash flows from discontinued
operations have been reclassified to include those operations classified as discontinued in the current period.
Discontinued financial and operating results for the three and nine month periods ended September 30, 2014
include only those results up to April 24, 2014 (the date of sale of ARNIL).
Three Months Ended Nine Months Ended
September 30 September 30
2014 2013 2014 2013
----------------------------------------
Discontinued operations
Revenue - 5,458 2,465 22,509
Expenses
Direct production and operating
expenditures - 1,673 1,692 3,981
Depletion and depreciation - 2,283 844 11,914
Impairment - 12,100 - 12,100
Finance and administrative costs - 1,383 5,126 4,537
Loss on financial derivative - 2,309 3,439 377
Foreign exchange loss - 522 - 522
Gain on disposal of assets (10) - (5,166) -
----------------------------------------
Income (loss) from discontinued
operations 10 (14,812) (3,470) (10,922)
----------------------------------------
----------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
2014 2013 2014 2013
----------------------------------------
Cash flow from discontinued
operations
Net cash flow provided by (used in)
operating
activities (85) (724) 1,958 5,593
Cash provided by (used in) financing
activities - (1,505) (36,102) 25,954
Cash used in investing activities - (1,427) (3,859) (18,640)
----------------------------------------
(85) (3,656) (38,003) 12,907
----------------------------------------
4) Property, plant and equipment
September 30 December 31
2014 2013
------------------------------
Opening balance 64 81,069
Additions - 23,590
Depletion and depreciation (35) (13,612)
Impairment - (26,540)
Changes in decommissioning estimate - 7,393
Transferred from exploration and evaluation
assets - -
Foreign currency translation (3) (4)
Reclassified to assets held for sale - (71,832)
------------------------------
Closing balance 26 64
------------------------------
------------------------------
During the period, the Company capitalized $nil (2013 - $144) of general and administrative costs and $nil
(2013 - $118) of share-based compensation related to development activity.
In the third quarter of 2013, the Company recognized an impairment charge of $12,100 related to Causeway
following further delays in completing the Causeway electric submersible pump and water injection facilities
together with additional significant capital cost overruns on the project. The Causeway CGU was written down to
the estimated recoverable amount based on fair value less cost of disposal. The estimated fair value was
determined using future cash flows adjusted for risks specific to the asset and discounted using an after tax
discount rate of 15%.
At December 31, 2013, the Company assessed the carrying amount of its property, plant and equipment assets for
indicators of impairment. For assets to be disposed of, the recoverable amount is fair value less costs of
disposal rather than value in use. In 2014, the Company agreed to the sale of the Company's Causeway, Kerloch
and Cormorant East assets to be structured as a sale of all of the issued and outstanding shares in ARNIL for
$53 million in cash, plus the assumption of certain liabilities. In the fourth quarter of 2013, the Company
recognized an impairment charge of $14,600 with respect to the proposed transaction and assets to be disposed
of.
5) Exploration and evaluation assets
September 30 December 31
2014 2013
------------------------------
Opening balance 1,125 6,931
Additions 274 684
Changes in decommissioning estimate - 475
Impairment - (7,006)
Transferred to property, plant and equipment - -
Foreign currency translation (107) 41
------------------------------
Closing balance 1,292 1,125
Exploration and evaluation assets at September 30, 2014 and December 31, 2013 relate to the Company's Ireland
Frontier Exploration Licence. During the period, the Company capitalized $18 (2013 - $147) of general and
administrative costs and $nil (2013 - $65) of share-based compensation related to exploration and evaluation
activity.
In the third quarter of 2013, the Company recognized an impairment charge of $7,006 relating to the West
Causeway licence as the licence was nearing the end of its exploration term.
6) Debt
September 30 December 31
2014 2013
------------------------------
Opening balance 20,159 -
Additions - 21,444
Payments (24,650) (5,350)
Interest on long-term debt 3,802 3,332
Amortization of issue costs 689 733
------------------------------
Closing balance - 20,159
------------------------------
------------------------------
In January 2013, the Company entered into a $30 million payment swap transaction ("Payment Swap") with a major
financial institution. Under the terms of the transaction, $30 million was repayable in 29 instalments
commencing September 2013 and concluding January 2016. To enable the Company to pay amounts under the payment
swap the Company also entered into a Brent Oil Price Commodity Swap ("Oil Swap") to forward sell 657,350
barrels of Brent crude oil at an initial fixed price of $89.37 covering the period from February 2013 to
December 2015. In December 2013 the fixed price was reduced to $81.21 per barrel in exchange for amendments to
the Payment and Oil Swap (see note 13).
The estimated fair value of the credit-adjusted financial derivative on inception was $7,133. The payment swap
was measured based on the present value of the cash received offset by the fair value of the financial
derivative. The payment swap is accreted to its face value through a charge to earnings using the effective
interest method at a discount rate of 24.3%. Transaction costs of $1,423 have been fully amortized as the
contract has been extinguished.
On April 24, 2014 the Company completed the sale of ARNIL and settled its outstanding obligations under its
Payment and Oil Swap agreements.
7) Decommissioning obligations
September 30 December 31
2014 2013
------------------------------
Opening balance 4,130 10,270
Additions - 759
Accretion 36 220
Change in estimate 1,050 8,056
Foreign currency translation (100) 1,023
Reclassified to liabilities held for sale - (16,198)
------------------------------
Closing balance 5,116 4,130
------------------------------
------------------------------
At September 30, 2014, the estimated undiscounted decommissioning obligations are $4,819 (December 31, 2013 -
$4,269). The expenditures are expected to be incurred in 2016.
The change in estimate in 2014 is related to suspended non-producing wells and is recorded as E&E expense. The
change in estimate in 2013 is primarily related to increased cost estimates for the reclamation of producing
wells as well as water injection and suspended wells.
The present value of the decommissioning obligations has been calculated using a risk-free interest rate of
1.03% (2013 - 1.50%) and an inflation rate of 2.0% (2013 - 2.0%).
8) Share capital
Authorized
Unlimited number of common voting shares
Common shares issued Number of Amount
Shares $
-----------------------------
Balance, September 30, 2014 and December 31,
2013 184,731,076 361,922
-----------------------------
-----------------------------
9) Share-based compensation
The Company has a program whereby it may grant options to its directors, officers and employees to purchase up
to 10% of the issued and outstanding number of common shares. The exercise price of each option is no less than
the market price of the Company's stock on the date of grant. Stock option terms are determined by the
Company's Board of Directors but options typically vest evenly over a period of three years from the date of
grant and expire five years after the date of grant.
Share-based compensation for the nine months ended September 30, 2014 was $369 (2013 - $733) of which $369
(2013 - $550) was expensed and $nil (2013 - $183) was capitalized.
The following table illustrates the number and weighted average exercise prices of and movements in share
options under the option program during the period:
Nine Months Ended Nine Months Ended
-------------------------------------------------
September 30, 2014 September 30, 2013
-------------------------------------------------
Weighted Weighted
average average
exercise exercise
# of price # of price
options Cdn $ options Cdn $
-------------------------------------------------
Outstanding at beginning of
period 7,575,000 0.67 12,350,065 0.98
Granted - - 500,000 0.20
Forfeited (1,980,000) 0.75 (2,261,732) 0.86
Expired (50,000) 0.35 (1,275,000) 3.43
-------------------------------------------------
Outstanding at end of
period 5,545,000 0.65 9,313,333 0.64
-------------------------------------------------
-------------------------------------------------
10) Earnings per share
Three Months Ended Nine Months Ended
September 30 September 30
2014 2013 2014 2013
------------------------------------------------
Loss from continuing
operations (538) (1,255) (5,742) (7,068)
Income (loss) from
discontinued operations 10 (14,812) (3,470) (10,922)
------------------------------------------------
Net loss for the period (528) (16,067) (9,212) (17,990)
------------------------------------------------
------------------------------------------------
Basic earnings per share:
Issued common shares 184,731,076 184,731,076 184,731,076 184,731,076
Effect of share options
exercised - - - -
------------------------------------------------
Weighted average number of
common shares - basic 184,731,076 184,731,076 184,731,076 184,731,076
------------------------------------------------
------------------------------------------------
Diluted earnings per share:
Weighted average number of
common 184,731,076 184,731,076 184,731,076 184,731,076
Effect of outstanding
options - - - 55,525
------------------------------------------------
Weighted average number of
common shares - diluted 184,731,076 184,731,076 184,731,076 184,786,601
------------------------------------------------
------------------------------------------------
Basic and diluted income
(loss) per
common share:
From continuing operations (0.00) (0.01) (0.03) (0.04)
From discontinued operations 0.00 (0.08) (0.02) (0.06)
------------------------------------------------
Total basic and diluted loss
per share (0.00) (0.09) (0.05) (0.10)
------------------------------------------------
------------------------------------------------
There have been no other transactions involving common shares or potential common shares between the reporting
date and the date of completion of these financial statements.
For the periods ended September 30, 2014 and 2013, all stock options were anti-dilutive and were not included
in the diluted common share calculation.
11) Supplemental cash flow information
Three Months Ended Nine Months Ended
September 30 September 30
2014 2013 2014 2013
----------------------------------------
(Increase)/decrease of assets:
Trade and other receivables 145 30 (132) 40
Inventory and prepaid expenses 31 (109) 86 (50)
Increase/(decrease) of liabilities:
Trade and other payables 22 1,900 (158) 288
----------------------------------------
198 1,821 (204) 278
----------------------------------------
----------------------------------------
Cash and cash equivalents are
comprised of:
Cash in bank 1,775 5,972 1,775 5,972
Short-term deposits 15,000 - 15,000 -
----------------------------------------
16,775 5,972 16,775 5,972
----------------------------------------
----------------------------------------
12) Gain on disposal of assets
In July 2013, the Company sold its option to acquire up to a 30% interest in the production sharing agreement
for the Pemba-Zanzibar exploration licence offshore and onshore Tanzania. Cash consideration paid to the
Company was $7.5 million. There were no wells, production, reserves or resources associated with the
transaction and the Company recorded a gain of $7.5 million associated with the transaction.
13) Commitments and contingencies
The Company has commitments in respect of its petroleum and natural gas properties and operating leases,
including operating costs, as at September 30, 2014 as follows:
($000's) 2014 2015 2016 2017 2018 Thereafter
=---------------------------------------------------------------------------
Office Leases 100 407 407 379 6 -
Ireland 217 - - - - -
United Kingdom
Fyne - 11 11 - - -
Erne - 13 - - - -
=---------------------------------------------------------------------------
Total 317 431 418 379 6 -
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Subsequent to September 30, 2014 the Company paid $0.7 million in severance to an executive who exercised an
option to voluntarily terminate employment upon closing of the ARNIL sale.
14) Financial instruments and financial risks
Financial instruments
Financial assets and financial liabilities are initially recognized at fair value and are subsequently
accounted for based on their classification. The classification categories, which depend on the purpose for
which the financial instruments were acquired and their characteristics include held-for- trading, available-
for-sale, held-to-maturity, loans and receivables, investments, and other liabilities. Except in very limited
circumstances, the classification is not changed subsequent to initial recognition.
The Company's financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable,
accounts payable, debt and financial derivative. Cash and cash equivalents, restricted cash, and accounts
receivable are classified as loans and receivables and are accounted for at amortized cost. Accounts payable
are classified as other liabilities and are accounted for at amortized cost. Due to the short-term maturity of
these financial instruments, fair values approximate carrying amounts. Debt is classified as other financial
liabilities and is accounted for at amortized cost. The financial derivative is classified as a financial
liability at fair value through profit or loss.
Financial risks
The Company is exposed to financial risks encountered during the normal course of its business. These financial
risks are composed of credit risk, liquidity risk and market risk including commodity price and foreign
currency exchange risks.
(a) Credit risk
The Company is exposed to the risk that its counterparties will fail to discharge their obligations to the
Company on its cash, cash equivalents, accounts receivable and certain non-current assets.
Cash and cash equivalents and restricted cash are on deposit with reputable Canadian and international banks,
and therefore the Company does not believe these financial instruments are subject to material credit risk.
The Company's sales from discontinued operations in 2013 and 2014 were all to a single customer. Factors
included in the assessment of accounts receivable for impairment are the relationship between the purchaser and
the Company and the age of the receivable.
The extent of the Company's credit risk exposure is identified in the following table:
September 30 December 31
2014 2013
-----------------------------
Cash and cash equivalents 16,775 1,082
Restricted cash 13 -
Accounts receivable 148 184
-----------------------------
16,936 1,266
-----------------------------
-----------------------------
(b) Liquidity risk
The Company is exposed to liquidity risk from the possibility that it will encounter difficulty meeting its
financial obligations. The Company manages this risk by forecasting cash flows in an effort to identify future
liabilities and arrange financing, if necessary. It may take many years and substantial cash expenditures to
pursue exploration and development activities on all of the
Company's existing undeveloped properties. Accordingly, the Company will need to raise additional funds from
outside sources in order to explore and develop its properties. There is no assurance that adequate funds from
debt and equity markets will be available to the Company in a timely manner.
(c) Market risk
Market risk consists of commodity price risk and foreign currency exchange risk.
Commodity price risk
For the nine month period ended September 30, 2014 and year ended December 31, 2013 the financial derivative
liability movements were as follows:
September 30 December 31
2014 2013
------------------------------
Opening balance 8,158 -
Additions - 7,133
Settlements (11,452) (2,225)
Unrealized loss on financial derivative 3,294 3,250
------------------------------
Closing balance - 8,158
------------------------------
------------------------------
On April 24, 2014 the Company completed the sale of ARNIL and settled its outstanding obligations under its
Payment and Oil Swap agreements.
Foreign currency exchange risk
The Company is exposed to fluctuations in foreign currency exchange rates as many of the Company's financial
instruments are denominated in United States dollars, Canadian dollars and British pounds sterling. As a
result, fluctuations in the United States dollar against the Canadian dollar and British pound sterling could
result in unanticipated fluctuations in the Company's financial results. The Company seeks to minimize foreign
exchange risk by holding cash and cash equivalents in United States dollars when not required in support of
current operations.
Capital management
The Company's objective when managing its capital is to safeguard the Company's ability to continue as a going
concern, maintain adequate levels of funding to support its exploration and development program, and provide
flexibility in the future development of its business. The ability of the Company to successfully carry out its
business plan is dependent upon the continued support of its shareholders, attracting joint venture partners,
the discovery of economically recoverable reserves and the ability of the Company to obtain financing to
develop reserves. The Company maintains and adjusts its capital structure based on changes in economic
conditions and the Company's planned requirements. The Company may adjust its capital structure by issuing new
equity and/or debt, selling assets, and controlling capital expenditure programs. The Company intends to fund
its planned capital program through existing cash resources.
The Company's capital structure at September 30, 2014 consisted of cash and cash equivalents and shareholders'
equity. Shareholders' equity includes shareholders' capital, contributed surplus, and accumulated other
comprehensive loss and deficit.
The capital structure of the Company consists of:
September 30 December 31
2014 2013
-----------------------------
Cash and cash equivalents 16,775 1,082
Shareholders' equity 12,703 28,712
Current restrictions on the availability of credit may limit the Company's ability to access debt or equity
financing for its projects. The Company forecasts cash flows against a range of macroeconomic and financing
market scenarios in an effort to identify future liabilities and arrange financing, if necessary. Although the
Company may need to raise additional funds from outside sources, if available, in order to develop its oil and
gas properties, the Company seeks to maintain flexibility to manage financial commitments on these assets.
Methods employed to adjust the Company's capital structure could include any, all or a combination of the
following activities:
i. Issue new shares through a public offering or private placement;
ii. Issue equity linked or convertible debt;
iii. Raise fixed or floating rate debt;
iv. Sell or farm-out existing exploration assets.
DIRECTORS HEAD OFFICE
Stephen Greer 610, 301 8th Avenue SW
Chairman Calgary, Alberta
Antrim Energy Inc. Canada T2P 1C5
Main: +1 403 264 5111
Colin Maclean (2) (3) (4) (5) Fax: + 1 403 264 5113
Independent Director info@antrimenergy.com
http://www.antrimenergy.com/
Dr. Gerry Orbell (1) (3) (4) (5)
Independent Director The Company's website is not
incorporated by reference in and
Erik Mielke does not form a part of this report.
Independent Director
LONDON OFFICE
Jim Perry (1) (3) (4) (5)
Independent Director Ashbourne House, The Guildway
Old Portsmouth Road, Artington
Jim Smith (1) (2) (5) Guildford, Surrey
Independent Director United Kingdom GU3 1LR
Main: +44 (0) 1483-307 530
Jay Zammit (2) (5) Fax: +44 (0) 1483-307 531
Partner,
Burstall Winger Zammit LLP INTERNATIONAL SUBSIDIARIES
(1) Member of the Audit Committee Antrim Energy Ltd.
(2) Member of the Compensation Antrim Exploration (Ireland) Limited
Committee Antrim Energy (UK) Limited
(3) Member of the Reserves Committee Antrim Energy (Ventures) Limited
(4) Member of the Exploration
Committee LEGAL COUNSEL
(5) Member of the Corporate Burstall Winger Zammit LLP
Governance Committee Calgary, Alberta
OFFICERS BANKERS
Toronto-Dominion Bank of Canada
Anthony Potter
President, Chief Executive Officer AUDITORS
and Chief Financial Officer PricewaterhouseCoopers LLP
Calgary, Alberta
Adrian Harvey
Corporate Secretary INDEPENDENT ENGINEERS
McDaniel & Associates Consultants
STOCK EXCHANGE LISTINGS Ltd.
TSX Venture Exchange (TSXV): Trading REGISTRAR AND TRANSFER AGENT
Symbol
"AEN" Inquiries regarding change of
London Stock Exchange (AIM): Trading address, registered shareholdings,
Symbol stock transfers or lost certificates
"AEY" should be direct to:
CST Trust Company
Calgary, Alberta
inquiries@cantstockta.com
FOR FURTHER INFORMATION PLEASE CONTACT:
Antrim Energy Inc.
Anthony Potter
President, Chief Executive Officer and Chief Financial Offic
+ 1 403 264-5111
potter@antrimenergy.com
OR
Nominated Advisor
RFC Ambrian Limited
James Biddle
+44 (0) 20 3440 6800
Antrim Energy Inc.
Antrim Egy (LSE:AEY)
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