SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2015

 

Commission File Number: 001-32179

 

INTEROIL CORPORATION

(Exact name of registrant as specified in its charter)

 

YUKON, CANADA

(Province or other jurisdiction of incorporation or organization)

 

163 PENANG ROAD

#06-02 WINSLAND HOUSE II

SINGAPORE 238463

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: +65 6507-0222

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨    Form 40-F þ

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨    No þ

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  INTEROIL CORPORATION
     
  By: /s/ Michael Hession
    Michael Hession
    Chief Executive Officer
     
  Date: August 13, 2015

 

 

 

 

INTEROIL CORPORATION

FORM 6-K FOR THE MONTH OF AUGUST 2015

 

Exhibit Index

 

1.Management’s Discussion and Analysis for the quarter and six months ended June 30, 2015.

 

2.Unaudited Condensed Consolidated Interim Financial Statements for the quarter and six months ended June 30, 2015 and 2014.

 

 

 



 

Exhibit 1

 

InterOil Corporation

Management

Discussion and Analysis

 

For the quarter and six months ended June 30, 2015

August 13, 2015

 

 

TABLE OF CONTENTS

 

FORWARD-LOOKING STATEMENTS 2
ABBREVIATIONS AND EQUIVALENCIES 3
CONVERSION 3
OIL AND GAS DISCLOSURES 4
GLOSSARY OF TERMS 4
INTRODUCTION 7
BUSINESS STRATEGY 7
OPERATIONAL HIGHLIGHTS 7
SELECTED FINANCIAL INFORMATION AND HIGHLIGHTS 9
DISCOUNTINUED OPERATIONS 15
LIQUIDITY AND CAPITAL RESOURCES 15
RISK FACTORS 19
CRITICAL ACCOUNTING ESTIMATES 19
NEW ACCOUNTING STANDARDS 19
NON-GAAP MEASURES AND RECONCILIATION 20
PUBLIC SECURITIES FILINGS 20
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING 21

 

This MD&A (as defined herein) should be read in conjunction with our Condensed Consolidated Interim Financial Statements (as defined herein) and accompanying notes, the Consolidated Financial Statements (as defined herein) and 2014 AIF (as defined herein). This MD&A was prepared by management and provides a review of our performance for the quarter and six months ended June 30, 2015, and of our financial condition and future prospects.

 

Our financial statements and the financial information contained in this MD&A have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applicable to the preparation of financial statements and are presented in United States dollars (“USD” or “$”) unless otherwise specified.

 

In this MD&A, references to “we,” “us,” “our,” “the Company,” and “InterOil” refer to InterOil Corporation or InterOil Corporation and its subsidiaries as the context requires. Information is presented in this MD&A as at June 30, 2015 and for the quarter and six months ended June 30, 2015 unless otherwise specified. A listing of specific defined terms can be found in the “Glossary of Terms” section of this MD&A.

 

Management Discussion and Analysis   INTEROIL CORPORATION    1

 

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking statements” as defined in U.S. federal and Canadian securities laws. Such statements are generally identifiable by the terminology used such as “may,” “plans,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “forecasts,” “budgets,” “targets” or other similar wording suggesting future outcomes or statements regarding an outlook. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact, included in or incorporated by reference in this MD&A are forward-looking statements.

 

Forward-looking statements include, without limitation, statements regarding our business strategies and plans; plans for and anticipated timing of our exploration and appraisal (including drilling plans) and other business activities and results therefrom; anticipated timing of certain well testing and resource certifications under the Total SSA (as defined herein); characteristics of our properties; construction and development of a proposed liquefaction plant and central processing facility in Papua New Guinea; the timing and cost of such construction and development; commercialization and monetization of any resources; whether sufficient resources will be established; the likelihood of successful exploration for gas and gas condensate or other hydrocarbons; cash flows from operations; sources of capital and its sufficiency; operating costs; contingent liabilities; environmental matters; and plans and objectives for future operations; and timing, maturity and amount of future capital and other expenditures.

 

Many risks and uncertainties may affect matters addressed in these forward-looking statements, including but not limited to:

 

·the uncertainty associated with the availability, terms and deployment of capital; 
·our ability to obtain and maintain necessary permits, concessions, licenses and approvals from relevant State (as defined herein) authorities to develop our gas and condensate resources within reasonable periods and on reasonable terms or at all;
·inherent uncertainty of oil and gas exploration;
·we will be transitioning the operatorship of PRL 15 (as defined herein) to Total (as defined herein) in accordance with the provisions of the JVOA (as defined herein) as of August 1, 2015;
·the difficulties with recruitment and retention of qualified personnel; 
·the political, legal and economic risks in Papua New Guinea; 
·landowner claims and disruption; 
·compliance with and changes in Papua New Guinean laws and regulations, including environmental laws;
·the exploration and production businesses are competitive;
·the inherent limitations in all control systems, and misstatements due to errors that may occur and not be detected;
·exposure to certain uninsured risks stemming from our operations;
·contractual defaults;
·weather conditions and unforeseen operating hazards;
·compliance with environmental and other government regulations could be costly and could negatively impact our business;
·general economic conditions, including further economic downturn, availability of credit, European sovereign debt-credit crisis, downgrading of United States government debt and the decline in commodity prices;
·risk of legal action against us; and
·law enforcement difficulties.

 

Forward-looking statements and information are based on our current beliefs as well as assumptions made by, and information currently available to us concerning anticipated financial conditions and performance, business prospects, strategies, regulatory developments, the ability to attract joint venture partners, future hydrocarbon commodity prices, the ability to secure adequate capital funding, the ability to obtain equipment and qualified personnel in a timely manner to develop resources, the ability to obtain financing on acceptable terms, and the ability to develop reserves and production through development and exploration activities.

 

Management Discussion and Analysis   INTEROIL CORPORATION    2

 

 

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate, and, therefore, we cannot assure you that the forward-looking statements will eventuate.

 

In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

 

Some of these assumptions and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described under the heading “Risk Factors” in our 2014 AIF.

 

Further, forward-looking statements contained in this MD&A are made as of the date hereof and, except as required by applicable law, we will not update publicly or revise any of these forward-looking statements. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement.

 

ABBREVIATIONS AND EQUIVALENCIES

 

Abbreviations

 

Crude Oil and Natural Gas Liquids

 

Natural Gas

bbl one barrel equalling 34.972 Imperial gallons or 42 U.S. gallons   btu British Thermal Units
bblspd barrels per day   mcf thousand standard cubic feet
boe(1) barrels of oil equivalent   mcfpd thousand standard cubic feet per day
boepd barrels of oil equivalent per day   mmbtu million British Thermal Units
bpsd barrels per stream day   mmbtupd million British Thermal Units per day
mboe thousand barrels of oil equivalent   mmcf million standard cubic feet
mbbl thousand barrels   mmcfpd million standard cubic feet per day
MMbbls million barrels   mtpa million tonnes per annum
MMboe million barrels of oil equivalent     scfpd standard cubic feet per day
WTI West Texas Intermediate crude oil delivered at Cushing, Oklahoma   tcfe(2) trillion standard cubic feet equivalent
bscf billion standard cubic feet   psi pounds per square inch

 

Note:

(1)All calculations converting natural gas to crude oil equivalent have been made using a ratio of six mcf of natural gas to one barrel of crude equivalent. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf of natural gas to one barrel of crude oil equivalent is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

 

(2)Tcfes may be misleading, particularly if used in isolation. A Tcfe conversion ratio of one barrel of oil to six thousand cubic feet of gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

 

CONVERSION

 

This table outlines certain standard conversions between Standard Imperial Units and the International System of Units (metric units).

 

Management Discussion and Analysis   INTEROIL CORPORATION    3

 

 

To Convert From   To   Multiply By
mcf   cubic meters   28.317
cubic meters   cubic feet   35.315
bbls   cubic meters   0.159
cubic meters   bbls   6.289
feet   meters   0.305
meters   feet   3.281
miles   kilometers   1.609
kilometers   miles   0.621
acres   hectares   0.405
hectares   acres   2.471

 

OIL AND GAS DISCLOSURES

 

We are required to comply with Canadian Securities Administrators’ NI 51-101 (as defined herein), which prescribes disclosure of oil and gas reserves and resources. GLJ Petroleum Consultants Ltd., an independent qualified reserve evaluator based in Calgary, Canada, has evaluated our resources data as at December 31, 2014 in accordance with NI 51-101. This evaluation is summarized in our 2014 AIF available at www.sedar.com. We do not have any production or reserves, including proved reserves, as defined under NI 51-101 or as per the guidelines set by the SEC, as at June 30, 2015.

 

The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, possible and probable reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We include in this MD&A information that the SEC’s guidelines generally prohibit U.S registrants from including in filings with the SEC.

 

GLOSSARY OF TERMS

 

“2014 AIF” means InterOil’s Annual Information Form for the year ended December 31, 2014.

 

“ANZ” means Australia and New Zealand Banking Group (PNG) Limited.

 

“BNP Paribas” means BNP Paribas Capital (Singapore) Limited.

 

“BP” means BP (formerly known as British Petroleum) or a subsidiary or affiliate of that company.

 

“BSP” means Bank of South Pacific Limited.

 

“CBA” means Commonwealth Bank of Australia.

 

“condensate” means a component of natural gas which is a liquid at surface conditions.

 

“Condensed Consolidated Interim Financial Statements” means the unaudited condensed consolidated interim financial statements for the quarter and six months ended June 30, 2015.

 

“Consolidated Financial Statements” means the audited consolidated financial statements for the years ended December 31, 2014, 2013 and 2012.

 

“Convertible Notes” means the 2.75% convertible senior notes of InterOil due November 15, 2015.

 

Management Discussion and Analysis   INTEROIL CORPORATION    4

 

 

“Credit Suisse” means Credit Suisse A.G.

 

"crude oil" means a mixture consisting mainly of pentanes and heavier hydrocarbons that exists in the liquid phase in reservoirs and remains liquid at atmospheric pressure and temperature. Crude oil may contain small amounts of sulfur and other non-hydrocarbons but does not include liquids obtained from the processing of natural gas.

 

"DPE" means the Department of Petroleum and Energy, a PNG government department responsible for regulating oil and gas activities in PNG.

 

“EBITDA” represents net income/(loss) plus total interest expense (excluding amortization of debt issuance costs), income tax expense, depreciation and amortization expense. EBITDA is a non-GAAP measure used to analyze operating performance. See “Non-GAAP Measures and Reconciliation”.

 

“GAAP” means Canadian generally accepted accounting principles.

 

“gas” means a mixture of lighter hydrocarbons that exist either in the gaseous phase or in solution in crude oil in reservoirs but are gaseous at atmospheric conditions. Gas may contain sulfur or other non-hydrocarbon compounds.

 

“JVOA” means Joint Venture Operating Agreement entered into by Total, Oil Search and us.

 

“LIBOR” means daily reference rate based on the interest rates at which banks borrow unsecured funds from banks in the London, United Kingdom, wholesale money market.

 

“LNG” means liquefied natural gas. Natural gas may be converted to a liquid state by pressure and severe cooling for transportation purposes, and then returned to a gaseous state to be used as fuel. LNG, which is predominantly artificially liquefied methane, is not to be confused with NGLs, natural gas liquids, which are heavier fractions that occur naturally as liquids.

 

“Macquarie” means Macquarie Group Limited.

 

“MD&A” means this Management’s Discussion and Analysis for the quarter and six months ended June 30, 2015.

 

“MUFG” means Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

“natural gas” means a naturally occurring mixture of hydrocarbon and non-hydrocarbon gases found in porous geological formations beneath the earth's surface, often in association with petroleum. The principal constituent is methane.

 

“NI 51-101” means National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities adopted by the Canadian Securities Administrators.

 

“Oil Search” means Oil Search Limited, a company incorporated in PNG, and its subsidiaries.

 

“Papua LNG Project” means the Elk-Antelope liquefied natural gas joint venture project operated by Total on behalf of the PRL 15 joint venture, which includes Total, Oil Search and us.

 

“PGK” means the kina, currency of PNG.

 

“PNGDV” means PNG Drilling Ventures Limited, an entity with which we entered into an amended and restated indirect participation agreement on May 1, 2006.

 

“PPL” means the Petroleum Prospecting License, an exploration tenement granted under the Oil & Gas Act 1997 (PNG).

 

Management Discussion and Analysis   INTEROIL CORPORATION    5

 

 

“PRE” means Pacific Rubiales Energy Corp., a company incorporated under the laws of British Columbia, Canada.

 

“PRL” means the Petroleum Retention License, the tenement granted under the Oil & Gas Act 1997 (PNG) to allow the license holder to evaluate the commercial and technical options for the potential development of an oil and/or gas discovery.

 

Puma” means Puma Energy Pacific Holdings Pte Ltd.

 

“Puma Transaction” means the transaction by which Puma acquired all of the shares of certain of our subsidiaries that held our refinery and petroleum products distribution businesses for approximately $524.6 million. The transaction was completed on June 30, 2014.

 

“SEC” means the United States Securities and Exchange Commission.

 

“SocGen” means Societe Generale Hong Kong branch.

 

“State” or “PNG” means the independent State of Papua New Guinea.

 

“Total” means Total S.A., a French multinational integrated oil and gas company and its subsidiaries.

 

“Total SSA” means the share purchase agreement under which Total acquired, through the purchase of all of the shares of SPI (200) Limited, a wholly owned subsidiary, a gross 40.1275% interest in PRL 15.

 

“UBS” means UBS A.G.

 

“Westpac” means Westpac Bank PNG Limited.

 

Management Discussion and Analysis   INTEROIL CORPORATION    6

 

 

INTRODUCTION

 

We are an independent upstream oil and gas business with a sole focus on PNG. Our assets include licenses covering the Elk, Antelope and Triceratops fields and, Raptor and Bobcat discoveries in the Gulf Province of PNG, and exploration licenses covering about 16,000 square kilometers (about 4 million acres) in PNG. We have our main offices in Singapore and Port Moresby. We are listed on the New York Stock Exchange and the Port Moresby Stock Exchange. At June 30, 2015, we had 358 full-time employees.  

 

BUSINESS STRATEGY

 

Our strategy is to unlock significant value to shareholders by finding oil and gas safely and competitively; enable its development through the right partnerships, funding and project development capability; and to repeat this process. Running an effective and efficient business is the core component of this strategy. This business model is founded on exploration and drilling discipline and success, strong commercial and project development acumen and being a “partner of choice”. The focus areas for our strategy are to:

 

-Continue to develop as a prudent and responsible business operator;

 

-Enable our discovered resources with strategic joint venture partners;

 

-Maximize the value of our exploration assets; and

 

-Position for long-term success.

 

Further details of our business strategy can be found under the heading “Business Strategy” in our 2014 AIF available at www.sedar.com.

 

OPERATIONAL HIGHLIGHTS

 

Summary of operational highlights

 

A summary of the key operational matters and events for the quarter for continuing operations is as follows:

 

·Airborne Field Survey
-On January 17, 2015, we began the acquisition of high resolution airborne gravity gradiometry over our licenses. As at June 30, 2015, we had completed 65% of the survey.

 

·Seismic
-The appraisal seismic program over the Raptor discovery was completed in May 2015. 
-The appraisal seismic program over the Bobcat discovery was completed in June 2015.
-A seismic survey over Triceratops in PRL 39 began in April 2015 and was completed in July 2015.
-The Murua Phase 2 seismic program in PPL 476 began in June 2015.  

 

·PPL 474 – Wahoo
-On June 10, 2015, we resumed the drilling at Wahoo with the Wahoo-1 side-track exploration well to follow-up Wahoo-1, which was suspended in July 2014 due to higher-than-expected pressures.
-On August 12, 2015, we advised the market that the Wahoo-1 sidetrack operations had not intersected a carbonate reservoir and it is intended to plug and abandon the well.

 

·PPL 475 – Raptor
-The Raptor-1 exploration well is about 12 kilometers west of the Elk and Antelope gas fields. On November 14, 2014, we notified the DPE of a discovery at Raptor-1.  Comprehensive planning of Raptor appraisal, including drilling, continues.

 

·PPL 476 – Bobcat
-The Bobcat-1 exploration well is about 30 kilometers north-west of the Elk and Antelope gas fields.  Work continues on evaluating the commerciality of Bobcat.

 

Management Discussion and Analysis   INTEROIL CORPORATION    7

 

 

·PRL 15 – Antelope-4, Antelope-5 and Antelope-6
-The Antelope-4 appraisal well was spudded on September 16, 2014 and drilled to a measured depth of 2,134 meters.  The top reservoir was intersected at 1,911 meters.  On April 27, 2015, the well was suspended because of drilling difficulties and the WDL rig was replaced by Rig 103. Drilling at Antelope-4 is expected to resume in the third quarter of 2015.
-The Antelope-5 appraisal well was spudded on December 23, 2014 and reached total depth of 2,307 meters on February 24, 2015. 
-Antelope-6 site preparation is well advanced and drilling is scheduled for the fourth quarter of 2015.
-During June 2015, we have adjusted the expected cash flow timing of the interim resource payment under the Total SSA from December 2015 to June 2016 to accommodate the drilling of Antelope-4 and Antelope-6.

 

·Papua LNG Project
-On February 27, 2015, the PRL 15 joint venturers unanimously appointed Total as operator of the PRL 15 joint venture which includes the Papua LNG Project. The formal change of operatorship from InterOil to Total occurred on August 1, 2015. InterOil will provide certain technical services for Total until the end of 2015.
-On July 2, 2015, the PRL 15 joint venture unanimously endorsed locations for key infrastructure sites for development of the Papua LNG Project. The central processing facility is expected to be near the Purari River in the Gulf Province, about 360 kilometers north-west of Port Moresby, and will be connected to the LNG facility by onshore and offshore gas and condensate pipelines. Caution Bay near Port Moresby has been selected as the site for the liquefied natural gas plant. The sites and pipeline corridors will be further refined as part of project development. Selection of the final development concept, including the size and capacity of facilities, is expected to take place in early 2016 when appraisal of the Elk-Antelope field has been completed. This is expected to be followed by front-end engineering and design with early works scheduled to begin later in 2016.

 

·PRL 39 – Triceratops-3
-The Triceratops-3 appraisal well was spudded on June 15, 2015.  The well is about 5.6 kilometers west-north-west of Triceratops-1 and 35 kilometers north-west of the Elk and Antelope gas fields.  Triceratops-3 targets additional volumes north-west of previous appraisal wells and is a potential tie-back candidate to an LNG development.
-Subsequent to quarter end, Triceratops-3 has penetrated the carbonate reservoir target with strong indications of gas. 13 meters of core was recovered and drilling operations are continuing.

 

·Other matters
-On May 13, 2015, Mr. Saxon Palmer, a former executive with BP and BHP Billiton, was appointed as the Senior Vice President, Exploration. Mr. Palmer has 29 years of international oil and gas experience including 10 years with BP and 11 years with BHP Billiton. He oversees our exploration strategy, exploration portfolio management, geoscience, and field data acquisition programs, including seismic and other technologies. His appointment follows the transition of Laurie Brown to an advisory role.
-On June 9, 2015, Mr. Isikeli Taureka, our Executive Vice President, was elected as a director at our Annual Meeting of Shareholders. Mr. Taureka was a former long term employee and senior executive of Chevron Corporation, including head of Chevron’s Geothermal and Power Operations.
-Subsequent to quarter end, on August 1, 2015, Ms. Sheree Ford replaced Mr. Geoff Applegate as the General Counsel and Corporate Secretary. Ms. Ford is an experienced corporate lawyer who has worked with BHP Billiton, Oil Search, Roc Oil and Pexco Energy.
-On July 8, 2015, we filed a final short-form base shelf prospectus in the Province of Alberta and with the SEC pursuant to a registration statement on Form F-10 to enable us to add financial flexibility and issue up to an aggregate of $1.0 billion of securities in one or more offerings for 25 months. These issuances may consist of one or more of common shares, preferred shares, warrants, debt securities or a combination thereof.

 

Management Discussion and Analysis   INTEROIL CORPORATION    8

 

 

SELECTED FINANCIAL INFORMATION AND HIGHLIGHTS

 

Consolidated Results for the Quarters and Six Months Ended June 30, 2015 and 2014

 

Consolidated – Operating results  Quarter ended June 30,   Six months ended June 30, 
($ thousands, except per share data)  2015   2014   2015   2014 
Interest revenue   (14,276)   8,353    (2,864)   8,405 
Other   633    5,335    2,435    7,187 
Total revenue   (13,643)   13,688    (429)   15,592 
Adminstrative and general expenses   (7,307)   (10,471)   (13,659)   (20,455)
Legal and professional fees   (823)   (3,397)   (2,760)   (5,742)
Exploration costs, excluding exploration impairment   (7,710)   (5,851)   (26,971)   (14,547)
Finance costs, excluding interest expense   (1,927)   (7,967)   (8,598)   (13,881)
Gain on conveyance of exploration and evaluation assets   -    -    -    340,540 
Foreign exchange gains   827    3,512    1,518    5,070 
Share of net losses of joint venture partnership accounted for using the equity method   -    (8)   -    (18)
EBITDA (1)   (30,583)   (10,494)   (50,899)   306,559 
Depreciation and amortization   (249)   (906)   (255)   (2,350)
Interest expense   (1,492)   (4,170)   (2,969)   (8,440)
(Loss)/profit for the period from continuing operations before income taxes   (32,324)   (15,570)   (54,123)   295,769 
Income tax expense   (207)   (195)   (278)   (708)
(Loss)/profit for the period from continuing operations   (32,531)   (15,765)   (54,401)   295,061 
Profit for the period from discontinued operations, net of tax   -    68,030    -    75,842 
(Loss)/profit for the period   (32,531)   52,265    (54,401)   370,903 
Basic (loss)/earning per share   (0.66)   1.05    (1.10)   7.47 
From continuing operations   (0.66)   (0.31)   (1.10)   5.94 
From discontinued operations   -    1.36    -    1.53 
Diluted (loss)/earnings per share   (0.66)   1.05    (1.10)   7.42 
From continuing operations   (0.66)   (0.31)   (1.10)   5.90 
From discontinued operations   -    1.36    -    1.52 
Total assets   1,302,407    1,400,601    1,302,407    1,400,601 
Total liabilities   323,233    253,913    323,233    253,913 
Total long-term liabilities   96,000    161,306    96,000    161,306 

Notes:

(1)EBITDA is a non-GAAP measure and is reconciled to IFRS under the heading “Non-GAAP Measures and Reconciliation”.

 

Analysis Comparing Financial Condition as at June 30, 2015 and 2014

 

As at June 30, 2015, our debt-to-capital ratio (being debt divided by [shareholders’ equity plus debt]) was 7%, compared to 5% as at June 30, 2014, well below our targeted maximum gearing level of 50%. Gearing targets are based on factors that include operating cash flows, cash needs for development, capital market and economic conditions, and are assessed regularly. Our current ratio (being current assets divided by current liabilities), which measures our ability to meet short-term obligations, was 3.5 times as at June 30, 2015, compared to 6.4 times as at June 30, 2014. The current ratio satisfied our internal target of above 1.5 times as at June 30, 2015.

 

Management Discussion and Analysis   INTEROIL CORPORATION    9

 

 

Variance in Total Assets:

As at June 30, 2015, our total assets amounted to $1,302.4 million, compared with $1,400.6 million as at June 30, 2014. The decrease of $98.2 million, or 7%, from June 30, 2014, was primarily due to:

-$392.4 million decrease in cash and cash equivalents and restricted cash, mainly attributable to the expenditure on exploration and evaluation assets and the share buyback program undertaken during the twelve months ended June 30, 2015.
-$17.5 million decrease in investments accounted for using the equity method, which is attributable to our share of losses incurred by PNG LNG, Inc. (a joint venture established in 2007 to hold the interests of certain joint venturers in the proposed venture to construct the proposed liquefaction facilities for development of the Elk-Antelope discovery in PRL 15), resulting from the impairment of joint venture assets, as we are now progressing the Papua LNG development with Total.

 

These decreases have been partially offset by:

-$304.7 million increase in exploration and evaluation assets costs capitalized during the twelve months ended June 30, 2015, primarily associated with drilling costs for Wahoo in PPL 474; Triceratops-3 in PRL 39; Raptor-1 in PPL 475; Bobcat-1 in PPL 476; Antelope-4 and Antelope-5 in PRL 15; conceptual development studies for PRL 15; site preparation for Antelope-6 in PRL 15; and seismic for field appraisals.

 

Variance in Total Liabilities:

As at June 30, 2015, our total liabilities amounted to $323.2 million, compared with $253.9 million at June 30, 2014. The increase of $69.3 million, or 27%, from June 30, 2014, was primarily due to:

-$66.2 million increase in trade and other payables resulting from an increase in seismic and drilling accruals as at June 30, 2015 due to increased activities in comparison to the previous year.

 

Analysis of Consolidated Financial Results Comparing Quarters and Six Months Ended June 30, 2015 and 2014

 

Our net loss for the quarter ended June 30, 2015 was $32.5 million, compared with a net profit of $52.3 million for the same quarter in 2014, a decrease of $84.8 million. This was primarily due to the $68.0 million profit from discontinued operations resulting from the Puma Transaction during the quarter ended June 30, 2014 and a $22.6 million decrease in interest income due to an adjustment to the amount receivable under the Total SSA because of a change in timing of expected cash flows from interim resource payments from December 2015 to June 2016 to accommodate the drilling of Antelope-4 and Antelope-6.

 

Our net loss for the six months ended June 30, 2015 was $54.4 million, compared with a net profit of $370.9 million for the same period in 2014, a decrease of $425.3 million. This primarily resulted from the recognition of the $340.5 million gain on conveyance of exploration and evaluation assets under the Total SSA during the six months ended June 30, 2014, and the $75.8 million profit from discontinued operations during the six months ended June 30, 2014.

 

The table below analyzes key movements, the net of which primarily explains the variance in results between the quarters and six months ended June 30, 2015 and 2014:

 

   

Quarterly
Variance

($ millions)

 

Six Month
Variance

($ millions)

   
      ($84.8)   ($425.3)   Net (loss)/profit variance for the comparative periods primarily due to:
Ø Interest revenue ($22.6)   ($11.3)   Interest income was primarily attributable to interest accretion income on receivables for interim resource payments expected under the Total SSA for the Elk and Antelope.  The amount was offset by a $25.9 million decrease in interest income due to an adjustment in timing of expected cash flow from the interim certification payments from December 2015 to June 2016.

 

Management Discussion and Analysis   INTEROIL CORPORATION    10

 

 

Ø Other revenue ($4.7)   ($4.8)  

Following divestment of our operating businesses on June 30, 2014, we have ceased to operate a shared services model that resulted in the recognition of other revenue from the internal support of exploration and development. These costs have been allocated to those activities as a recovery of cost, rather than as other revenue. We are also moving to a more outsourced services model with third party rigs and related services rather than internally servicing exploration and development.

Other revenues for the quarter and six months ended June 30, 2015 were comprised solely of transition services (post divestment) recharged to Puma.

Ø Administrative and general expenses $3.2   $6.8  

The decrease in administrative and general expenses was mainly due to the new cost methodology employed since the fourth quarter of 2014, where operational costs were allocated to exploration and evaluation assets, rather than a standard cost recharge process, which previously resulted in expensing of under-recovered costs incurred for joint venture projects.

A total of $2.4 million from administrative and general expenses for the six months ended June 30, 2015 ($0.7 million for the quarter ended June 30, 2015) was charged to Puma as other revenue for certain transition services provided post divestment. These transitional services mainly related to computing and communications services and occupancy expenses in PNG.

Ø Legal and professional fees $2.6   $3.0   The decrease in legal and professional fees was mainly due to lower consultant fees during the quarter and six months ended June 30, 2015 due to completion of the office transition from Cairns, Australia, and arbitration on PRL 15.
Ø Exploration costs ($1.9)   ($12.4)   The increase in exploration costs was primarily attributable to the expensing of seismic activities over the Murua lead in PPL 474 and exploration seismic over PPL 475, and airborne gravity survey costs for PPL 476, PPL 477 and PRL 15.
Ø Finance costs $6.0   $5.3   The decrease in finance costs was primarily due to facility fees for the Credit Suisse led syndicated facility and Westpac and BSP bridge facility during the quarter and six months ended June 30, 2014. During the quarter and six months ended June 30, 2015, finance costs comprised a small facility fee for the maturity date extension of the Credit Suisse facility to December 2016.
Ø Gain on conveyance of exploration and evaluation assets $0.0   ($340.5)   The gain on conveyance of exploration and evaluation assets for completion of the Total SSA recognized during the six months ended June 30, 2014 under which Total acquired, through the purchase of all shares of a wholly owned subsidiary, a gross participating interest in PRL 15 of 40.1275% (net 31.0988%, after the State back-in right of 22.5%), which contains the Elk and Antelope gas fields.
Ø Foreign exchange gains ($2.7)   ($3.6)   The decrease in foreign exchange gains was primarily due to lower depreciation of the PGK against USD as compared to quarter and six months ended June 30, 2014.  

 

Management Discussion and Analysis   INTEROIL CORPORATION    11

 

 

Ø Depreciation and amortization $0.7   $2.1   The decrease in depreciation expense due to capitalization of depreciation for supporting assets to respective projects during the six months.  Depreciation of assets supporting exploration costs that were expensed has been included in the exploration costs line above.
Ø Interest expense $2.7   $5.5   The decrease in interest expense was largely due to use of the Credit Suisse led syndicated facility and the Westpac and BSP bridge facility during the quarter and six months ended June 30, 2014. During the quarter and six months ended June 30, 2015, the Credit Suisse led syndicated facility was not used.
Ø Profit from discontinued operations ($68.0)   ($75.8)  

The decrease in profit from discontinued operations resulted from the sale of the refinery, distribution and shipping business during the quarter and six months ended June 30, 2014 as a result of the Puma Transaction. 

 

Analysis of Consolidated Cash Flows Comparing Quarters and Six Months Ended June 30, 2015 and 2014

 

As at June 30, 2015, we had cash, cash equivalents, and restricted cash of $200.6 million (June 30, 2014 - $593.0 million), of which $8.3 million (June 30, 2014 - $25.9 million) was restricted. Of the total restricted cash at June 30, 2015, $8.0 million was restricted as a debt reserve under the Credit Suisse led syndicated secured loan and the balance was made up of a cash deposit on office premises and term deposits on our PPLs.

 

Cash flows from discontinued operations have been combined with the cash flows from continuing operations in the consolidated statements of cash flows for the quarters and six months ended June 30, 2015 and 2014.

 

   Quarter ended June 30,   Six months ended June 30, 
($ thousands)  2015   2014   2015   2014 
Net cash (outflows)/inflows from:                    
Operations   (11,073)   4,960    (44,426)   (10,284)
Investing   (93,048)   353,149    (156,714)   701,143 
Financing   -    (211,689)   -    (185,738)
Net cash movement   (104,121)   146,420    (201,140)   505,121 
Opening cash   296,386    420,668    393,405    61,967 
Closing cash   192,265    567,088    192,265    567,088 

 

Cash flows (used in)/generated from operating activities

 

Cash outflows from operating activities for the quarter ended June 30, 2015 were $11.1 million compared with an inflow of $5.0 million for the quarter ended June 30, 2014, a net increase in cash outflows of $16.1 million. Cash outflows from operating activities for the six months ended June 30, 2015 were $44.4 million compared with an outflow of $10.3 million for the six months ended June 30, 2014, a net increase in cash outflows of $34.1 million.

 

Management Discussion and Analysis   INTEROIL CORPORATION    12

 

 

This table outlines key variances in the cash inflows/(outflows) from operating activities between the quarters and six months ended June 30, 2015 and 2014:

 

 

Quarterly
variance

($ millions)

 

Six Months
variance

($ millions)

   
  ($16.1)   ($34.1)   Variance for the comparative periods primarily due to:
Ø ($30.2)   ($47.0)   The increase in cash used in operations, before changes in operating working capital for the quarter and six month period, was mainly due to the increase in net loss mainly from exploration activities expensed as incurred, financing costs and administrative expenses and the net cash inflows from the sale of discontinued operations in the prior year quarter ended June 30, 2014.
Ø   $14.1   $12.9   The increase in cash generated from operations relating to changes in operating working capital for the quarter was due to reduced working capital requirements as a result of the Puma Transaction.

 

Cash flows (used in)/generated from investing activities

 

Cash outflows from investing activities for the quarter ended June 30, 2015 were $93.0 million compared with an inflow of $353.1 million for the quarter ended June 30, 2014, a net decrease in cash inflows of $446.1 million. Cash outflows from investing activities for the six months ended June 30, 2015 were $156.7 million compared with an inflow of $701.1 million for the six months ended June 30, 2014, a net decrease in cash inflows of $857.8 million.

 

This table outlines key variances in cash (outflows)/inflows from investing activities between the quarters and six months ended June 30, 2015 and 2014:

 

 

Quarterly
variance

($ millions)

 

Six Months
variance

($ millions)

   
  ($446.1)   ($857.8)   Variance for the comparative periods primarily due to:
Ø $0.0   ($401.3)   Receipt of a $401.3 million completion payment from Total in accordance with the Total SSA during the six months ended June 30, 2014.
Ø ($428.0)   ($428.0)   Receipt of $525.6 million gross proceeds from the Puma Transaction less $39.4 million of cash and cash equivalents held by those businesses, $52.9 million of secured loan repayments undertaken by us as part of the Puma Transaction, and $4.3 million of transaction costs during the quarter and six months ended June 30, 2014.    
Ø ($35.6)   ($27.3)   The movement in restricted cash held as security on borrowings was mainly due to the restricted cash requirements under the Midstream Refining segment which were withdrawn as the secured loan and working capital facilities under these entities were either repaid or transferred to Puma following the Puma Transaction during the quarter and six months ended June 30, 2014.  
Ø ($27.7)   $0.7   The increase in cash outflows on exploration and development expenditures for the quarter was mainly due to site preparation costs for Antelope-6, site preparation, pre-spud and drilling costs for Triceratops-3, drilling costs for Wahoo, Antelope-4 and Antelope-5, and appraisal seismic over Bobcat and Triceratops.
Ø $4.3   $9.5   The decrease in expenditure on plant and equipment was mainly due to sale of the refinery and distribution businesses to Puma during the quarter and six months ended June 30, 2014.
Ø $40.9   ($12.1)   The movement in non-operating working capital was primarily related to trade payables and accruals in our exploration and development operations.  

 

Management Discussion and Analysis   INTEROIL CORPORATION    13

 

 

Cash flows generated from financing activities

 

Cash flow movement from financing activities for the quarter ended June 30, 2015 amounted to zero, compared with an outflow of $211.7 million for the quarter ended June 30, 2014, a net decrease of cash outflows of $211.7 million. Cash outflows from financing activities for the six months ended June 30, 2015 amounted to zero, compared with an outflow of $185.7 million for the six months ended June 30, 2014, a net decrease in cash outflows of $185.7 million.

 

This table outlines key variances in cash inflows/(outflows) from financing activities between quarters and six months ended June 30, 2015 and 2014:

 

 

Quarterly
variance

($ millions)

 

Six Months
variance

($ millions)

   
  $211.7   $185.7   Variance for the comparative periods primarily due to:
Ø $22.7   $24.8   Net repayment of the BSP and Westpac combined secured loan facility during the quarter and six months ended June 30, 2014.
Ø $0.0   ($50.0)   Drawdown of $50.0 million from the Credit Suisse led syndicated secured loan facility during the six months ended June 30, 2014.
Ø $150.0   $150.0   Repayment of the $150.0 million Credit Suisse led syndicated secured loan facility during the quarter and six months ended June 30, 2014.
Ø ($44.6)   ($20.9)   Movement in use of the BNP Paribas working capital facility in our discontinued operations during the quarter and six months ended June 30, 2014.
Ø $84.0   $84.0   Repayment of the ANZ, BSP and BNP Paribas syndicated loan during the quarter and six months ended June 30, 2014.
Ø ($0.4)   ($2.2)   Movement due to cash receipts from the exercise of stock options during the quarter and six months ended June 30, 2014.

 

Management Discussion and Analysis   INTEROIL CORPORATION    14

 

 

Summary of Consolidated Quarterly Financial Results for Past Eight Quarters

 

This table contains consolidated results for the eight quarters ended June 30, 2015 on a consolidated basis.

 

Quarters ended
($ thousands except per
  2015   2014   2013 
share data)  Jun-30   Mar-31   Dec-31   Sep-30   Jun-30   Mar-31   Dec-31   Sep-30 
Total revenues   (13,643)   13,215    (13,182)   10,749    13,689    1,903    712    617 
EBITDA (1)   (30,583)   (20,317)   (60,443)   (12,135)   (10,252)   316,949    (27,272)   (99)
Net (loss)/profit   (32,531)   (21,869)   (64,205)   (16,931)   52,266    318,637    (24,812)   (6,318)
From continuing operations   (32,531)   (21,869)   (62,474)   (14,622)   (15,764)   310,825    (32,024)   (3,555)
From discontinued operations   -    -    (1,731)   (2,309)   68,030    7,812    7,212    (2,763)
Basic (loss)/earnings per share   (0.66)   (0.44)   (1.30)   (0.34)   1.05    6.46    (0.50)   (0.13)
From continuing operations   (0.66)   (0.44)   (1.26)   (0.29)   (0.31)   6.30    (0.65)   (0.07)
From discontinued operations   -    -    (0.04)   (0.05)   1.36    0.16    0.15    (0.06)
Diluted (loss)/earnings per share   (0.66)   (0.44)   (1.30)   (0.34)   1.05    6.38    (0.50)   (0.13)
From continuing operations   (0.66)   (0.44)   (1.26)   (0.29)   (0.31)   6.22    (0.65)   (0.07)
From discontinued operations   -    -    (0.04)   (0.05)   1.36    0.16    0.15    (0.06)

(1)EBITDA is a non-GAAP measure and is reconciled to IFRS under the heading “Non-GAAP Measures and Reconciliation”.

 

DISCOUNTINUED OPERATIONS

 

We had previously organized our operations into Upstream, Midstream, Downstream and Corporate. On June 30, 2014, we disposed of our Midstream Refining and Downstream businesses as a result of the Puma Transaction. As a result, these businesses have been classified as discontinued operations for reporting purposes. In addition, the shipping business, which was previously included within the Corporate segment, has also been classified as a discontinued operation as the activities of that business were transferred with the sale of the refining and distribution businesses. At June 30, 2015, no additional discontinued operations have been recognized.

 

Further details in relation to discontinued operations can be found under the heading “Discontinued Operations” in our 2014 AIF available at www.sedar.com.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Summary of Debt Facilities

 

This table summarizes the debt facilities available to us and the balances outstanding as at June 30, 2015:

 

Organization  Facility   Balance
outstanding
June 30, 2015
   Weighted
average
interest
rate
   Maturity date
Credit Suisse led syndicated, senior secured capital expenditure facility  $300,000,000   $Nil    Nil%  December 2016
Convertible Notes  $70,000,000   $69,998,000    7.91%(1)  November 2015

(1)Effective rate after bifurcating the equity and debt components of the $70.0 million principal amount of 2.75% convertible senior notes due 2015.

 

Management Discussion and Analysis   INTEROIL CORPORATION    15

 

 

Credit Suisse led Syndicated Secured Loan

 

On June 17, 2014, we replaced our $250.0 million syndicated loan led by Credit Suisse with a $300.0 million syndicated, senior secured capital expenditure facility through a consortium of banks led by Credit Suisse. CBA, ANZ, UBS, Macquarie, BSP, BNP Paribas and Westpac, each of which was a participating lender under the original facility, in addition to new banks, MUFG and SocGen, support the facility. The facility had an annual interest rate of LIBOR plus 5% and was to mature at the end of 2015.

 

On March 17, 2015, we extended the maturity date on this facility to the end of 2016 with Credit Suisse, CBA, ANZ, UBS, Macquarie, BSP, Westpac, MUFG and SocGen participating in the extension. No drawdowns had been made under this facility as at June 30, 2015. As at June 30, 2015, we were in compliance with the debt covenants, which included a defined calculation for gearing not to exceed 60% at any time, and the equity does not fall below $500.0 million at any time.

 

Unsecured 2.75% Convertible Notes

 

On November 10, 2010, we completed the issuance of $70.0 million of Convertible Notes with a maturity of five years (November 10, 2015). The Convertible Notes rank junior to any secured indebtedness and to all existing and future liabilities of us and our subsidiaries, including the Credit Suisse led syndicated secured loan facility, trade payables and lease obligations.

 

We pay interest on the Convertible Notes semi-annually on May 15 and November 15. The Convertible Notes are convertible into cash or our common shares, based on an initial conversion rate of 10.4575 common shares per $1,000 principal amount, which represents an initial conversion price of approximately $95.625 per common share. The initial conversion price is subject to standard anti-dilution provisions designed to maintain the value of the conversion option in the event we take certain actions with respect to our common shares, such as stock splits, reverse stock splits, stock dividends and cash dividends, that affect all of the holders of our common shares equally and that could have a dilutive effect on the value of the conversion rights of the holders of the Convertible Notes or that confer a benefit on our current shareholders not otherwise available to the Convertible Notes. On conversion, holders will receive cash, common shares or a combination thereof, at our option. The Convertible Notes are redeemable at our option if our share price has been at least 125% ($119.53 per share) of the conversion price for at least 15 trading days during any 20 consecutive trading day period. On a fundamental change, which would include a change of control, holders may require us to repurchase their Convertible Notes for cash at a purchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest.

 

Only $2,000 of the Convertible Notes have been converted into cash since issuance.

 

Other Sources of Capital

 

Our share of expenditure on exploration wells, appraisal wells and extended well programs is funded by capital raising activities, debt, cash calls from joint venture partners and asset sales.

 

Cash calls are made on Total, Oil Search and PNGDV for their share and carry (where applicable) of expenditure on appraisal wells and extended well programs under agreements we have with them. Cash calls are also made on PRE for exploration activities in PPL 475 and appraisal activities in the Triceratops field.

 

Capital Expenditure

 

Net capital expenditure on exploration and evaluation assets

 

Net capital expenditures on our exploration and evaluation assets in PNG for the quarter ended June 30, 2015 were $87.0 million. Total net capital expenditure for the six months ended June 30, 2014 was $144.8 million.

 

Management Discussion and Analysis   INTEROIL CORPORATION    16

 

 

This analysis outlines key net capital expenditure in the quarter and six months ended June 30, 2015:

 

 

Quarterly
movement

($ millions)

 

Six Months
movement

($ millions)

   
  $382.8   $325.0   Opening balance of exploration and evaluation assets
  $88.6   $146.4   Net capital expenditure consisting of following:
Ø $0.7   ($0.5)   True up of costs for drilling and testing of Raptor-1.
Ø $0.7   $2.0   Costs for care and maintenance of the suspended Wahoo-1 well.
Ø $17.6   $18.9   Costs for site preparation, pre-spud work and drilling of Wahoo-1 side track.
Ø ($0.7)   $7.4   Costs for testing of Bobcat-1.
Ø $20.3   $28.3   Costs for site preparation, pre-spud work and drilling of Triceratops-3.
Ø    $12.1   $20.0   Costs for drilling of Antelope-4.
Ø    $7.1   $14.4   Costs for drilling and interference test for Antelope-5.
Ø    $7.6   $8.2   Costs for site preparation, pre-spud work and rig standby at Antelope-6.
Ø    $0.5   $9.2   Appraisal seismic over the Raptor field.
Ø    $12.9   $14.5   Appraisal seismic over the Bobcat and Triceratops fields.
Ø    $6.1   $7.9   Expenditure on drilling inventory.
Ø $2.8   $10.1   Expenditure for concept select studies led by Total for PRL 15.
Ø $0.9   $6.0   Other expenditures, including equipment purchases, site preparation costs of the Antelope South well, and a portion of the Antelope-4, Antelope-5 and Antelope-6 and Antelope South well costs that have been carried by Total but included in our net share of costs as the carry has been offset against the interim resource payment receivable from Total under the Total SSA.
  $471.4   $471.4   Closing balance of exploration and evaluation assets

 

Gross capital expenditure on exploration and evaluation assets

 

Gross capital expenditure on our exploration and evaluation assets in PNG for the quarter ended June 30, 2015 was $159.0 million. Total gross capital expenditure for the six months ended June 30, 2015 was $286.6 million.

 

This analysis outlines key gross capital expenditures in the quarter and six months ended June 30, 2015:

 

 

Quarterly
movement

($ millions)

 

Six Months
movement

($ millions)

   
  $159.0   $286.6   Gross capital expenditure consisting of following:
Ø $0.9   ($0.7)   True up of costs for drilling and testing of Raptor-1.
Ø $5.3   $14.0   Appraisal seismic over the Raptor field.
Ø $0.7   $2.0   Costs for care and maintenance of the suspended Wahoo-1 well.
Ø $17.6   $18.9   Costs for site preparation, pre-spud work and drilling of the Wahoo-1 side track.
Ø ($1.1)   $9.1   Costs for testing of Bobcat-1.

 

Management Discussion and Analysis   INTEROIL CORPORATION    17

 

 

Ø $13.9   $15.5   Appraisal seismic over the Bobcat and Triceratops fields.
Ø $31.2   $43.0   Costs for site preparation, pre-spud and drilling work for Triceratops-3.
Ø $1.1   $1.1   Interference testing costs for Antelope-1.
Ø $34.4   $57.2   Costs for drilling of Antelope-4.
Ø $16.4   $56.8   Costs for drilling and interference test for Antelope-5.
Ø $28.1   $34.9   Costs for site preparation, pre-spud work and rig standby for Antelope-6.
Ø $3.7   $4.6   Costs for site preparation of Antelope South.
Ø $7.6   $27.7   Expenditure for concept select studies led by Total for PRL 15.
Ø ($0.8)   $2.5   Other expenditure, including equipment and asset purchases.  

 

Capital Requirements

 

Existing cash balances will be sufficient to settle debt obligations and facilitate further development of the Elk and Antelope fields, appraisal of Triceratops and exploration to meet our license commitments. However, oil and gas exploration and development and liquefaction are capital intensive and our business plans involve raising capital, which depends on market conditions when we raise such capital. Additionally, our joint venture share of costs of construction of a liquefaction plant, central processing facility and other infrastructure associated with the proposed Papua LNG Project may amount to billions of dollars and thus exceed our existing cash balances. No assurance can be given that we will obtain new capital on terms that are acceptable to us, particularly with market volatility.

 

Noted below are our contractual obligations and commitments over the next five years which are required at a minimum to maintain our licenses in good standing.

 

Contractual Obligations and Commitments

 

This table contains information on payments to meet our contracted exploration and debt obligations for each of the next five years and beyond. It should be read in conjunction with our Condensed Consolidated Interim Financial Statements, Consolidated Financial Statements and respective notes thereto.

 

   Payments Due by Period 

Contractual obligations

($ thousands)

  Total   Less than
1 year
   1 - 2
years
   2 - 3
years
   3 - 4
years
   4 - 5
years
  

More
than 5

years

 
Petroleum prospecting and retention licenses   384,162    41,904    89,650    89,858    97,650    65,100    - 
Convertible Notes obligations   70,800    70,800    -    -    -    -    - 
Total   454,962    112,704    89,650    89,858    97,650    65,100    - 

 

The PPL and PRL amounts represent our commitments for these licenses as at June 30, 2015. On March 6, 2014, our applications for new petroleum prospecting licenses were approved with PPL 474 replacing PPL 236, PPL 475 replacing PPL 237, and PPL 476 and PPL 477 replacing PPL 238. The new licenses included new commitments of us to spend an additional $352.8 million over the remainder of their six-year terms.

 

Further, the terms of grant of PRL 39 require us to spend $31.4 million on the license area by the end of 2018.

 

Management Discussion and Analysis   INTEROIL CORPORATION    18

 

 

Off Balance Sheet Arrangements

 

Neither during the quarter ended, nor as at June 30, 2015, did we have any off balance sheet arrangements or any relationships with unconsolidated entities or financial partnerships.

 

Transactions with Related Parties

 

No related party transaction took place during the quarter and six months ended June 30, 2015.

 

Share Capital

 

Our authorized share capital consists of an unlimited number of common shares and unlimited number of preferred shares, of which 1,035,554 Series A preferred shares are authorized (none of which are outstanding). As of June 30, 2015, we had 49,534,280 common shares issued and outstanding (50,621,994 common shares on a fully diluted basis) and no preferred shares issued and outstanding. The potential dilutive instruments outstanding as at June 30, 2015 included employee stock options and restricted stock in respect of 355,710 common shares and 732,004 common shares relating to the $70.0 million of Convertible Notes.

 

As of August 13, 2015, we had 49,548,669 common shares issued and outstanding (50,626,194 common shares on a fully diluted basis) and no preferred shares issued and outstanding. The potential dilutive instruments outstanding as at August 13, 2015 included employee stock options and restricted stock in respect of 345,521 common shares and 732,004 common shares relating to the $70.0 million of Convertible Notes.

 

RISK FACTORS

 

Our business operations and financial position are subject to risks. A summary of the key risks that may affect matters addressed in this document have been included under “Forward Looking Statements” above. Detailed risk factors can be found under “Risk Factors” in our 2014 AIF available at www.sedar.com.

 

CRITICAL ACCOUNTING ESTIMATES

 

The preparation of financial statements in accordance with IFRS requires our management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Interim Financial Statements and accompanying notes. Actual results could differ from those estimates. The effect of changes in estimates on future periods have not been disclosed in the Condensed Consolidated Interim Financial Statements as estimating it is impracticable. During the six months ended June 30, 2015, there were no changes in the methodology used to make critical accounting estimates to those disclosed in our 2014 MD&A.

 

For a discussion of those accounting policies, please refer to Note 2 of the notes to our Consolidated Financial Statements for the year ended December 31, 2014, available at www.sedar.com, which summarizes our significant accounting policies.

 

NEW ACCOUNTING STANDARDS

 

New accounting standards not yet applicable as at June 30, 2015

 

These new standards have been issued but are not yet effective for the financial year beginning January 1, 2015 and have not been early adopted:

 

-IFRS 9 ‘Financial Instruments’ (effective from January 1, 2018): This addresses the classification and measurement of financial assets. The standard is not applicable until January 1, 2018 but is available for early adoption. We have yet to assess IFRS 9’s full impact, but we do not expect any material changes due to this standard. We have not yet decided whether to early adopt IFRS 9.

 

Management Discussion and Analysis   INTEROIL CORPORATION    19

 

 

-IFRS 14 ‘Regulatory deferral accounts’ (effective from January 1, 2016): This standard permits first-time adopters to continue to recognize amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, the effect of rate regulation must be presented separately from other items. This standard will have no impact on InterOil.

 

-IFRS 15 ‘Revenue from contracts with customers’ (effective from January 1, 2017): The new standard is based on the principle that revenue is recognized when control of a good or service transfers to a customer, so the notion of control replaces the existing notion of risks and rewards. We are currently evaluating the impact of adopting this standard.

 

NON-GAAP MEASURES AND RECONCILIATION

 

Non-GAAP measures, including EBITDA, included in this MD&A are not defined nor have a standardized meaning prescribed by IFRS. Accordingly, they may not be comparable to similar measures provided by other issuers.

 

EBITDA represents our net income/(loss) plus total interest expense (excluding amortization of debt issuance costs), income tax expense, depreciation and amortization expense. EBITDA is used by us to analyze operating performance. EBITDA does not have a standardized meaning prescribed by GAAP (i.e. IFRS) and, therefore, may not be comparable with the calculation of similar measures for other companies. The items excluded from EBITDA are significant in assessing our operating results. Therefore, EBITDA should not be considered in isolation or as an alternative to net earnings, operating profit, net cash provided from operating activities and other measures of financial performance prepared in accordance with IFRS. Further, EBITDA is not a measure of cash flow under IFRS and should not be considered as such.

 

This table reconciles net (loss)/profit from continuing operations, a GAAP measure, to EBITDA from continuing operations, a non-GAAP measure for each of the last eight quarters.

 

Quarters ended  2015   2014   2013 
($ thousands)  Jun-30   Mar-31   Dec-31   Sep-30   Jun-30   Mar-31   Dec-31   Sep-30 
Earnings before interest, taxes, depreciation and amortization   (30,583)   (20,317)   (60,443)   (12,135)   (10,252)   316,949    (27,272)   (99)
Interest expense   (1,492)   (1,477)   (1,464)   (1,367)   (4,409)   (4,170)   (2,546)   (2,212)
Income taxes   (207)   (70)   (211)   (198)   (195)   (514)   (791)   239 
Depreciation and amortisation   (249)   (5)   (356)   (922)   (908)   (1,440)   (1,415)   (1,483)
From continuing operations   (32,531)   (21,869)   (62,474)   (14,622)   (15,764)   310,825    (32,024)   (3,555)
From discontinued operations   -    -    (1,731)   (2,309)   68,030    7,812    7,212    (2,763)
Net (loss)/profit   (32,531)   (21,869)   (64,205)   (16,931)   52,266    318,637    (24,812)   (6,318)

 

PUBLIC SECURITIES FILINGS

 

You may access additional information about us, including our 2014 AIF, in documents filed with the Canadian Securities Administrators at www.sedar.com, and in documents, including our Form 40-F, filed with the SEC at www.sec.gov. Additional information is also available on our website www.interoil.com.

 

Management Discussion and Analysis   INTEROIL CORPORATION    20

 

 

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer have designed, or caused to be designed under their supervision, disclosure controls and procedures to provide reasonable assurance that: (i) material information relating to us is made known to our Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by us in our annual filings, interim filings or other reports filed or submitted by us under securities legislation is recorded, processed, summarized and reported within the time specified in securities legislation. Such officers have evaluated, or caused to be evaluated under their supervision, the effectiveness of our disclosure controls and procedures at our financial year-end and have concluded that our disclosure controls and procedures are effective at December 31, 2014 for the foregoing purposes.

 

While our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures provide reasonable assurance that they are effective, they do not expect that the disclosure controls and procedures will necessarily prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Internal Controls over Financial Reporting

 

Our Chief Executive Officer and Chief Financial Officer have designed, or caused to be designed under their supervision, internal controls over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Such officers have evaluated, or caused to be evaluated under their supervision, the effectiveness of our internal controls over financial reporting at our financial year-end and concluded that our internal control over financial reporting is effective, at December 31, 2014, for the foregoing purpose.

 

Material Changes in Internal Control over Financial Reporting

 

No material change in our internal controls over financial reporting were identified during the six months ended June 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

A control system, including our disclosure and internal controls and procedures, can provide only reasonable, but not absolute, assurance that the objectives of the control system will be met, no matter how well it is conceived, and it should not be expected that the disclosure and internal controls and procedures will prevent all errors or fraud.

 

Management Discussion and Analysis   INTEROIL CORPORATION    21

 



 

Exhibit 2 

 

InterOil Corporation
Condensed Consolidated Interim Financial Statements
(Unaudited, Expressed in United States dollars)

Quarter and six months ended June 30, 2015 and 2014

 

 

 

  

InterOil Corporation

Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

Table of contents  
   
Consolidated Balance Sheets 1
   
Consolidated Income Statements 2
   
Consolidated Statements of Comprehensive Income 3
   
Consolidated Statements of Changes in Equity 4
   
Consolidated Statements of Cash Flows 5
   
Notes to the Condensed Consolidated Interim Financial Statements 6

  

 

 

 

InterOil Corporation
Consolidated Balance Sheets

(Unaudited, Expressed in United States dollars)

 

   As at 
   June 30,   December 31,   June 30, 
   2015   2014   2014 
   $   $   $ 
             
Assets               
Current assets:               
Cash and cash equivalents   192,265,472    393,405,198    567,088,045 
Cash restricted   7,962,822    7,959,859    7,957,712 
Trade and other receivables (note 5)   586,546,282    566,362,745    16,982,573 
Other current assets   2,422,873    2,742,316    1,222,739 
Prepaid expenses   940,278    2,312,626    2,562,057 
Total current assets   790,137,727    972,782,744    595,813,126 
Non-current assets:               
Cash restricted   324,028    341,274    17,892,668 
Plant and equipment   10,816,719    12,263,365    12,543,853 
Exploration and evaluation assets (note 6)   471,427,536    325,041,973    166,692,563 
Deferred tax assets   -    -    371,929 
Other non-current receivables   29,700,534    29,700,534    589,747,878 
Investments accounted for using the equity method   -    -    17,539,350 
Total non-current assets   512,268,817    367,347,146    804,788,241 
Total assets   1,302,406,544    1,340,129,890    1,400,601,367 
Liabilities and shareholders' equity               
Current liabilities:               
Trade and other payables   149,404,691    139,716,105    83,166,490 
Income tax payable   1,870,376    1,809,742    1,991,308 
Current portion of indirect participation interest   7,449,409    7,449,409    7,449,409 
2.75% convertible notes liability   68,509,011    66,501,994    - 
Total current liabilities   227,233,487    215,477,250    92,607,207 
Non-current liabilities:               
2.75% convertible notes liability   -    -    64,553,774 
Other non-current liabilities   96,000,000    96,000,000    96,752,001 
Total non-current liabilities   96,000,000    96,000,000    161,305,775 
Total liabilities   323,233,487    311,477,250    253,912,982 
Equity:               
Equity attributable to owners of InterOil Corporation:               
Share capital (note 8)   998,191,201    991,693,780    1,003,627,601 
Authorized - unlimited               
Issued and outstanding - 49,534,280               
(Dec 31, 2014 - 49,414,801)               
(Jun 30, 2014 - 50,110,018)               
2.75% convertible notes   14,297,627    14,297,627    14,297,627 
Contributed surplus   16,694,341    18,270,837    24,180,337 
Accumulated (deficit)/earnings   (50,010,112)   4,390,396    104,582,820 
Total equity attributable to owners of InterOil Corporation   979,173,057    1,028,652,640    1,146,688,385 
Total liabilities and equity   1,302,406,544    1,340,129,890    1,400,601,367 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   1

 

 

InterOil Corporation

Consolidated Income Statements

(Unaudited, Expressed in United States dollars)

 

   Quarter ended   Six months ended 
   June 30,   June 30,   June 30,   June 30, 
   2015   2014   2015   2014 
   $   $   $   $ 
                 
Revenue                    
Interest revenue (note 9)   (14,275,996)   8,352,933    (2,863,963)   8,405,467 
Other revenue   632,688    5,335,654    2,435,353    7,186,569 
    (13,643,308)   13,688,587    (428,610)   15,592,036 
                     
Administrative and general expenses   (7,307,011)   (10,470,087)   (13,658,994)   (20,455,246)
Legal and professional fees   (822,569)   (3,396,784)   (2,759,758)   (5,741,789)
Exploration costs, excluding exploration impairment (note 6)   (7,710,062)   (5,850,598)   (26,971,394)   (14,546,887)
Finance costs (note 10)   (3,418,574)   (12,136,853)   (11,566,732)   (22,321,279)
Depreciation and amortization   (249,384)   (907,823)   (254,812)   (2,349,511)
Gain on conveyance of exploration and evaluation assets (note 6)   -    -    -    340,540,011 
Foreign exchange gains   826,927    3,511,572    1,517,582    5,069,915 
Share of net loss of joint venture partnership accounted  for using the equity method   -    (7,673)   -    (18,488)
    (18,680,673)   (29,258,246)   (53,694,108)   280,176,726 
(Loss)/profit from continuing operations before income taxes   (32,323,981)   (15,569,659)   (54,122,718)   295,768,762 
                     
Income taxes                    
Current tax (expense)/benefit   (207,498)   69,450    (277,790)   (495,328)
Deferred tax expense   -    (264,131)   -    (212,866)
    (207,498)   (194,681)   (277,790)   (708,194)
                     
(Loss)/profit for the period from continuing operations   (32,531,479)   (15,764,340)   (54,400,508)   295,060,568 
                     
Profit for the period from discontinued operations, net of tax (attibutable to owners of InterOil Corporation) (note 4)   -    68,030,156    -    75,841,711 
(Loss)/profit for the period   (32,531,479)   52,265,816    (54,400,508)   370,902,279 
                     
(Loss)/profit is attributable to:                    
Owners of InterOil Corporation   (32,531,479)   52,265,816    (54,400,508)   370,902,279 
    (32,531,479)   52,265,816    (54,400,508)   370,902,279 
                     
(Loss)/earnings per share from continuing and discontinued operations attributable to owners of InterOil Corporation during the period                    
Basic (loss)/earnings per share                    
From continuing operations   (0.66)   (0.31)   (1.10)   5.94 
From discontinued operations   -    1.36    -    1.53 
From (loss)/profit for the period   (0.66)   1.05    (1.10)   7.47 
Diluted (loss)/earnings per share                    
From continuing operations   (0.66)   (0.31)   (1.10)   5.90 
From discontinued operations   -    1.36    -    1.52 
From (loss)/profit for the period   (0.66)   1.05    (1.10)   7.42 
Weighted average number of common shares outstanding                    
Basic (Expressed in number of common shares)   49,518,291    50,055,980    49,477,754    49,714,079 
Diluted (Expressed in number of common shares)   49,518,291    50,055,980    49,477,754    50,522,929 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   2

 

 

InterOil Corporation

Consolidated Statements of Comprehensive Income

(Unaudited, Expressed in United States dollars)

 

   Quarter ended   Six months ended 
   June 30,   June 30,   June 30,   June 30, 
   2015   2014   2015   2014 
   $   $   $   $ 
                 
(Loss)/profit for the period   (32,531,479)   52,265,816    (54,400,508)   370,902,279 
                     
Other comprehensive loss:                    
Items that may be reclassified to profit or loss:                    
Exchange loss on translation of foreign operations, net of tax   -    (2,171,011)   -    (3,141,715)
Reclassification of exchange gains on previously held foreign operations, net of tax   -    (1,400,198)   -    (1,400,198)
Other comprehensive loss for the period, net of tax   -    (3,571,209)   -    (4,541,913)
Total comprehensive (loss)/income for the period   (32,531,479)   48,694,607    (54,400,508)   366,360,366 
                     
Total comprehensive (loss)/income for the period is attributable to:                    
Owners of InterOil Corporation   (32,531,479)   48,694,607    (54,400,508)   366,360,366 
    (32,531,479)   48,694,607    (54,400,508)   366,360,366 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   3

 

 

InterOil Corporation

Consolidated Statements of Changes in Equity

(Unaudited, Expressed in United States dollars)

 

   Six months ended 
   June 30,   June 30, 
   2015   2014 
Transactions with owners as owners:  $   $ 
Share capital          
At beginning of period   991,693,780    953,882,273 
Issue of capital stock (note 8)   6,497,421    49,745,328 
At end of period   998,191,201    1,003,627,601 
2.75% convertible notes          
At beginning and end of period   14,297,627    14,297,627 
Contributed surplus          
At beginning of period   18,270,837    26,418,658 
Fair value of options and restricted stock transferred to share capital   (6,759,199)   (6,637,621)
Stock compensation expense   5,182,703    4,399,300 
At end of period   16,694,341    24,180,337 
Accumulated Other Comprehensive Income          
Foreign currency translation reserve          
At beginning of period   -    4,541,913 
Foreign currency translation movement for the period, net of tax   -    (3,141,715)
Reclassification of exchange gains on previously held foreign operations, net of tax   -    (1,400,198)
Foreign currency translation reserve at end of period   -    - 
Accumulated other comprehensive income at end of period   -    - 
Accumulated (deficit)/earnings          
At beginning of period   4,390,396    (266,319,459)
Net (loss)/profit for the period   (54,400,508)   370,902,279 
At end of period   (50,010,112)   104,582,820 
Total InterOil Corporation shareholders' equity at end of period   979,173,057    1,146,688,385 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   4

 

 

InterOil Corporation

Consolidated Statements of Cash Flows

(Unaudited, Expressed in United States dollars)

 

    Quarter ended    Six months ended 
   June 30,   June 30,   June 30,   June 30, 
    2015     2014     2015     2014  
    $     $     $     $  
                 
Cash flows generated from/(used in):                    
                     
Operating activities                    
Net (loss)/profit for the period   (32,531,479)   52,265,816    (54,400,508)   370,902,279 
Adjustments for non-cash and non-operating transactions                    
Depreciation and amortization   249,384    5,515,737    254,812    10,995,213 
Deferred tax   -    1,832,611    -    1,505,030 
Gain on conveyance of exploration assets   -    -    -    (340,540,011)
Gain on sale of subsidiaries   -    (49,537,443)   -    (49,537,443)
Accretion of convertible notes liability   1,010,968    952,602    2,007,019    1,891,146 
Amortization of deferred financing costs   -    3,514,905    -    8,323,575 
Timing difference between derivatives recognized and settled   -    2,296,263    -    373,697 
Stock compensation expense, including restricted stock   305,419    2,565,362    4,219,148    4,399,300 
Inventory write down   -    3,947,006    -    3,947,006 
Accretion of asset retirement obligation liability   -    96,141    -    192,282 
Accretion of receivable from Total S.A. (note 5)   (11,187,247)   (8,154,403)   (22,038,443)   (8,154,403)
Adjustment to carrying amount of receivable from Total S.A. (note 5)   25,878,655    -    25,878,655    - 
Share of net loss of joint venture partnership accounted for using the equity method   -    7,673    -    18,488 
Unrealized foreign exchange gain   -    (1,400,529)   -    (1,403,197)
Change in operating working capital                    
Decrease/(increase) in trade and other receivables   22,767    (88,075,064)   233,376    (64,631,697)
Decrease in other current assets and prepaid expenses   1,021,756    817,344    1,691,789    1,753,804 
Decrease in inventories   -    41,007,431    -    8,275,985 
Increase/(decrease) in trade and other payables   4,157,530    37,308,610    (2,271,589)   41,405,319 
Net cash (used in)/generated from operating activities   (11,072,247)   4,960,062    (44,425,741)   (10,283,627)
                     
Investing activities                    
Expenditure on exploration and evaluation assets net of JV contributions (note 6)   (103,384,840)   (75,643,572)   (169,802,360)   (170,454,740)
Expenditure on plant and equipment   (373,555)   (4,669,355)   (554,709)   (10,056,015)
Proceeds from disposal of plant and equipment   -    -    720,000    - 
Proceeds from Total for interest in PRL 15 (note 6)   -    -    -    401,338,497 
Decrease in restricted cash held as security on borrowings   2,776    35,667,292    14,283    27,364,164 
Proceeds from sale of subsidiaries, net of transaction costs, settlement of  intercompany debt and cash and cash equivalents disposed of   -    427,985,105    -    427,985,105 
Change in non-operating working capital                    
Increase/(decrease) in trade and other payables   10,707,506    (30,190,338)   12,908,801    24,966,103 
Net cash (used in)/generated from investing activities   (93,048,113)   353,149,132    (156,713,985)   701,143,114 
                     
Financing activities                    
Repayments of BSP and Westpac secured facility   -    (22,715,071)   -    (24,780,077)
Proceeds from drawdown of Credit Suisse secured facility, net of  transaction costs   -    -    -    50,000,000 
Repayment of Credit Suisse secured facility   -    (150,000,000)   -    (150,000,000)
Proceeds from working capital facility   -    44,575,942    -    20,855,406 
Repayments of ANZ, BSP & BNP syndicated loan   -    (84,000,000)   -    (84,000,000)
Proceeds from issue of common shares, net of transaction costs   -    449,790    -    2,186,690 
Net cash generated from financing activities   -    (211,689,339)   -    (185,737,981)
                     
(Decrease)/increase in cash and cash equivalents   (104,120,360)   146,419,855    (201,139,726)   505,121,506 
Cash and cash equivalents, beginning of period   296,385,832    420,668,190    393,405,198    61,966,539 
Cash and cash equivalents, end of period   192,265,472    567,088,045    192,265,472    567,088,045 
Comprising of:                    
Cash on Deposit   51,549,055    567,088,045    51,549,055    567,088,045 
Short Term Deposits   140,716,417    -    140,716,417    - 
Total cash and cash equivalents, end of period   192,265,472    567,088,045    192,265,472    567,088,045 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   5

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

1.General information

 

InterOil Corporation (the "Company" or "InterOil") is a publicly traded, independent upstream oil and gas business with a sole focus on Papua New Guinea (“PNG”). The Company is incorporated and domiciled in Canada and was continued under the Business Corporations Act (Yukon Territory) on August 24, 2007. The address of its registered office is 300-204 Black Street, Whitehorse, Yukon, Canada.

 

These condensed consolidated interim financial statements were approved by the Directors for issue on August 11, 2015. The board of directors have the power to amend and reissue the financial report.

 

2.Significant accounting policies

 

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as applicable to the preparation of interim financial statements including IAS 34 – ‘Interim Financial Reporting’, and should be read in conjunction with the annual financial statements for the year ended December 31, 2014 which have been prepared in accordance with IFRS, as issued by the IASB.

 

The condensed consolidated interim financial statements for the quarter and six months ended June 30, 2015 have been prepared under the historical cost convention, except for derivative financial instruments, which are measured at fair value.

 

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

 

(a)Statement on liquidity, capital resources and capital requirements

 

These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.

 

The net current assets as at June 30, 2015 amounted to $562.9 million compared to $503.2 million as at June 30, 2014. The Company has cash, cash equivalents and cash restricted of $200.6 million as at June 30, 2015 (June 2014 - $592.9 million), of which $8.3 million is restricted (June 2014 - $25.9 million).

 

The Company’s primary use of capital resources has been the exploration and development activities. The Company has to execute exploration activities within a set timeframe to meet the minimum license commitments in relation to the Company’s Petroleum Prospecting Licenses (“PPLs”) and Petroleum Retention Licenses (“PRLs”). Refer to note 12 for further information on these commitments. Subject to meeting the license commitment requirements, the Company’s capital expenditure can be accelerated or decelerated at its discretion.

 

Existing cash balances and available credit facilities will be sufficient to settle debt obligations and to facilitate further necessary development of the Elk and Antelope fields, appraisal of Triceratops field and exploration activities planned to meet our license commitment requirements. However, oil and gas exploration and development and liquefaction are capital intensive and our business plans involve raising capital, which depends on market conditions when we raise such capital. Additionally, our joint venture share of the costs of construction of an LNG plant and other infrastructure associated with the proposed Papua LNG project may amount to billions of dollars and thus exceed our existing cash balances. While the Company is confident that it will be successful in obtaining new capital on terms that are acceptable to the Company, particularly with market volatility, no assurance can be given. Accordingly, these consolidated financial statements have been prepared on a going concern basis in the belief that the Company will realize its assets and settle its liabilities and commitments in the normal course of business and for at least the amounts stated, for a period not less than one year from the date of this financial report.

 

(b)Accounting policies

 

The accounting policies followed in these condensed consolidated interim financial statements are consistent with those of the previous financial year.

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   6

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

2.Significant accounting policies (cont’d)

 

(c)New standards issued but not yet effective

 

The following new standards have been issued but are not yet effective for the financial year beginning January 1, 2015 and have not been early adopted:

 

-IFRS 9 ‘Financial Instruments’ (effective from January 1, 2018): This addresses the classification and measurement of financial assets. The standard is not applicable until January 1, 2018 but is available for early adoption. The Company is yet to assess IFRS 9’s full impact, but does not expect any material changes due to this standard. The Company has not yet decided to early adopt IFRS 9.

 

-IFRS 14 ‘Regulatory deferral accounts’ (effective from January 1, 2016): This standard permits first-time adopters to continue to recognize amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, the effect of rate regulation must be presented separately from other items. This standard will have no impact on the Company.

 

-IFRS 15 ‘Revenue from contracts with customers’ (effective from January 1, 2017): The new standard is based on the principle that revenue is recognized when control of a good or service transfers to a customer, so the notion of control replaces the existing notion of risks and rewards. The Company is evaluating the impact of this standard.

 

3.Financial risk management

 

The Company’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and geographic risk. The Company’s overall risk management program focuses on the unpredictability of markets and seeks to minimize potential adverse effects on the financial performance of the Company.

 

Risk Management is carried out under policies approved by the board of directors of InterOil. The Finance Department identifies, evaluates and actively mitigates financial risks in close cooperation with the Company’s operations. The board of directors of InterOil provides written principles for overall risk management, as well as written policies covering specific areas. The Company’s overall risk management program seeks to minimize potential adverse effects on the Company’s financial performance.

 

(a) Fair values

 

   June 30, 2015   December 31, 2014   June 30, 2014   Method of
   Carrying amount   Fair value   Carrying amount   Fair value   Carrying amount   Fair value   measurement
   $   $   $   $   $   $    
Financial instruments                                 
Financial assets                                 
Loans and receivables                                 
Cash and cash equivalents   192,265,472    192,265,472    393,405,198    393,405,198    567,088,045    567,088,045   Amortized Cost
Cash restricted   8,286,850    8,286,850    8,301,133    8,301,133    25,850,380    25,850,380   Amortized Cost
Receivables   586,546,282    586,546,282    566,362,745    566,362,745    16,982,573    16,982,573   Amortized Cost
Other non-current receivable   29,700,534    29,700,534    29,700,534    29,700,534    589,747,878    589,747,878   Amortized Cost
                                  
Financial liabilities                                 
Current liabilities:                                 
Accounts payable and accrued liabilities   149,404,691    149,404,691    139,716,105    139,716,105    83,166,490    83,166,490   Amortized Cost
2.75% Convertible notes liability   68,509,011    68,509,011    66,501,994    66,501,994    -    -   Amortized Cost
Non-current liabilities                                 
2.75% Convertible notes liability   -    -    -    -    64,553,774    64,553,774   Amortized Cost
Other non-current liabilities   96,000,000    96,000,000    96,000,000    96,000,000    96,752,001    96,752,001   Amortized Cost

 

The net fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities of the Company approximates their carrying amounts.

 

The carrying values (less impairment provision if provided) of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The carrying value of financial liabilities approximates their fair values which, for disclosure purposes, are estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments.

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   7

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

3.Financial risk management (cont’d)

 

All the financial assets and financial liabilities in the above table are measured at a fair value on a non-recurring basis and are maintained at historical amortized cost.

 

4.Discontinued operations

 

On June 30, 2014, the Company entered into share sale and purchase agreements with Puma Energy Pacific Holdings Pte Ltd. (“Puma”) for the sale of InterOil subsidiaries that hold the oil refinery and petroleum products distribution businesses, which were previously included within the Midstream Refining and Downstream segments respectively. The results of operations for these sold businesses have been presented as discontinued operations in the consolidated income statement for the quarter and six months ended June 30, 2014. In addition, the shipping business which was previously included within the Corporate segment has also been classified as a discontinued operation in the consolidated income statements for the quarter and six months ended June 30, 2014, as the activities previously being carried out by the business have been transferred to Puma with the sale of the refining and distribution businesses.

 

Cash flows from these discontinued operations have been combined with the cash flows from continuing operations in the consolidated statements of cash flows for the quarter and six months ended June 30, 2014.

 

5.Trade and other receivables

 

   June 30,   December 31,   June 30, 
   2015   2014   2014 
   $   $   $ 
Trade and other receivables   49,019,052    21,207,984    16,982,573 
Sale proceeds receivable from Total   537,527,230    545,154,761    - 
Total   586,546,282    566,362,745    16,982,573 

 

Trade and other receivables mainly relates to cash calls receivable from joint venture partners.

 

Refer to note 6 for details of the Total transaction. The Interim Resource Payment, as defined under the share sale agreement (“Total SSA”) with a subsidiary of Total S.A. (“Total”), which is due to the Company, following the interim certification has been calculated to be $593,887,429 based on a resource estimate of 7.10 Tcfe in accordance with the resource certification mechanics found in the Total SSA and the range of resources contemplated therein. The expected discounted value of this cash flow as at June 30, 2015 was $574,551,042. However, during June 2015, the Company adjusted the expected cash flow timing of the Interim Resource Payment from December 2015 to June 2016 to accommodate the drilling of Antelope-4 and Antelope-6. The Company has recalculated the carrying amount of the receivable by computing the present value of estimated future cash flows at the original effective interest rate and the adjustment has been recognized in profit or loss. The Company has recalculated the carrying amount of the receivable as at June 30, 2015 to be $548,672,387, with the resulting adjustment of $25,878,655 being recognized in the income statement during the quarter ended June 30, 2015.

 

The Company has recognized $22,038,443 as a result of unwinding the discount on the receivable as interest income during the six months ended June 30, 2015. In addition, this receivable has been reduced by $3,787,319 during the six months ended June 30, 2015, which represents a portion of the carry received from Total for development activities undertaken over PRL 15, which is to be offset against the Interim Resource Payment when due. The following table shows the movement in the receivable during the period.

 

   June 30,   December 31,   June 30, 
   2015   2014   2014 
   $   $   $ 
Balance at beginning of period   545,154,761    -    - 
Initial recognition of receivable from Total   -    551,892,942    551,892,942 
Interest accretion income on receivable from Total   22,038,443    24,826,440    8,154,402 
Adjustment due to change in timing of estimated cash flows   (25,878,655)   (24,206,783)   - 
less amounts received from Total for carry of appraisal costs   (3,787,319)   (7,357,838)   - 
Balance at end of period   537,527,230    545,154,761    560,047,344 

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   8

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

6.Exploration and evaluation assets

 

Costs of exploration and evaluation assets which are not subject to depletion are as follows:

 

   June 30,   December 31,   June 30, 
   2015   2014   2014 
   $   $   $ 
Infrastructure and drilling and construction equipment   1,954,668    1,759,251    5,458,800 
Drilling consumables and spares   35,660,495    32,659,831    22,867,035 
Petroleum Retention License drilling programs (Unproved)   182,873,162    83,939,901    52,629,120 
Petroleum Prospecting License drilling programs (Unproved)   250,939,211    206,682,990    85,737,608 
Gross Capitalized Costs    471,427,536    325,041,973    166,692,563 
Accumulated depletion and amortization               
Unproved oil and gas properties   -    -    - 
Proved oil and gas properties   -    -    - 
Net Capitalized Costs    471,427,536    325,041,973    166,692,563 

 

The majority of the costs capitalized under ‘Petroleum Retention License drilling programs’ above relates to the exploration and development expenditure on the Elk, Antelope and Triceratops fields. The majority of the costs capitalized under ‘Petroleum Prospecting License drilling programs (Unproved)’ above relates to the exploratory drilling costs relating to Wahoo-1, Bobcat-1 and Raptor-1 wells.

 

The following table discloses a breakdown of the exploration and evaluation costs incurred for the periods ended:

 

   Six months ended   Year ended   Six months ended 
   June 30,   December 31,   June 30, 
   2015   2014   2014 
   $   $   $ 
Opening balance   325,041,973    584,807,023    584,807,023 
Property Acquisition Costs   -    -    - 
Exploration Costs   51,078,699    256,562,981    121,708,860 
Development Costs   243,158,434    194,291,826    72,294,032 
Add: Premium paid on indirect participating interest buyback transactions   -    41,525,728    41,525,728 
Less: Indirect participating interest conveyance accounting offset against properties   -    (12,097,363)   (12,097,363)
Less: Total conveyance accounting offset against properties   -    (611,939,426)   (611,939,426)
Less: Costs recovered through cash calls from joint venture partners   (147,851,570)   (128,108,796)   (29,606,291)
Total Costs capitalized   146,385,563    (259,765,050)   (418,114,460)
Closing balance   471,427,536    325,041,973    166,692,563 
Charged to expense               
Dry hole expense   -    -    - 
Geophysical and other costs   26,971,394    34,529,478    14,546,887 
Total charged to expense   26,971,394    34,529,478    14,546,887 
Exploration and Evaluation Assets Net Additions (capitalized and expensed)   173,356,957    (225,235,572)   (403,567,573)

 

Total Sale and Purchase Agreement for PRL 15:

On March 26, 2014, the Company signed and closed the Total SSA, under which Total acquired through the purchase of all of the shares in a wholly owned subsidiary of InterOil, a gross 40.1275% interest in PRL 15, which contains the Elk and Antelope gas fields. InterOil received $401.3 million for closing the transaction, and became entitled to receive $73.3 million on a final investment decision for Papua LNG project, and $65.5 million on the first LNG cargo from the project. In addition to these fixed amounts, Total is obliged to make variable payments for gas amounts in PRL 15 that are in excess of 3.5 Tcfe, based on certification by two independent certifiers following the drilling of up to three appraisal wells to be drilled in PRL 15. The gas resource payment for amounts greater than 5.4 Tcfe will be paid at certification, with the payment for amounts greater than 3.5 Tcfe but less than 5.4 Tcfe being due on a final investment decision. The conveyance accounting for the sale of property under the Total SSA was accounted for in the prior year quarter ended March 31, 2014.

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   9

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

6.Exploration and evaluation assets (cont’d)

 

Gross and Net Cash Expenditure on exploration and evaluation assets:

 

The following table discloses a breakdown of the net cash expenditure on exploration and evaluation assets as disclosed in the consolidated statements of cash flows for the periods ended:

 

   Quarter ended   Six months ended 
   June 30,   June 30,   June 30,   June 30, 
   2015   2014   2015   2014 
   $   $   $   $ 
Expenditure on exploration and evaluation assets   (164,211,222)   (91,321,620)   (291,527,035)   (194,002,892)
Proceeds from joint venture cash calls   60,826,382    15,678,048    121,724,675    23,548,152 
Net expenditure on exploration and evaluation assets   (103,384,840)   (75,643,572)   (169,802,360)   (170,454,740)

 

7.Secured and unsecured loans

 

Credit Suisse led Syndicated Secured Loan Facility

On June 17, 2014, the Company replaced the $250.0 million facility with a $300.0 million syndicated, senior secured capital expenditure facility through a consortium of banks led by Credit Suisse AG (“Credit Suisse”). The facility was supported by the participating lenders under the original facility (Commonwealth Bank of Australia (“CBA”), Australia and New Zealand Banking Group (PNG) Limited (“ANZ”), UBS A.G. (“UBS”) , Macquarie Group Limited (“Macquarie”), Bank of South Pacific Limited (“BSP”), BNP Paribas Capital (Singapore) Limited (“BNP Paribas”) and Westpac Bank PNG Limited (“Westpac”)) in addition to new banks, The Bank of Tokyo-Mitsubishi UFJ (“MUFJ”) and Societe Generale S.A. (“SocGen”). The new facility has an annual interest rate of LIBOR plus 5% and was to mature at the end of 2015.

 

On March 17, 2015, the Company has signed an amendment to further extend the maturity date on this facility to December 31, 2016 with Credit Suisse, CBA, ANZ, UBS AG, Macquarie, BSP, Westpac, MUFJ and SocGen participating in the extension. No draw downs have been made under the facility as at June 30, 2015. As at June 30, 2015, the Company was in compliance with the applicable debt covenants, which included a defined calculation for gearing not to exceed 60% at any time, and the equity does not fall below $500 million at any time.

 

During the six months ended June 30, 2015, the total interest expense included in finance costs was nil (June 2014 - $4,303,388). In addition, financing costs relating to the loan of $8,597,240 (of which $4,860,179 relates to the refinancing completed in March 2015) were expensed during the six months ended June 30, 2015 (June 2014 - $12,572,368).

 

8.Share capital and reserves

 

The authorized share capital of the Company consists of an unlimited number of common shares with no par value and an unlimited number of preferred shares, of which 1,035,554 series A preferred shares are authorized. Each common share entitles the holder to one vote.

 

Common shares - Changes to issued share capital were as follows:

 

   Number of shares   $ 
         
January 1, 2014   49,217,242    953,882,273 
           
Shares issued on exercise of options under Stock Incentive Plan   127,400    3,623,272 
Shares issued on vesting of restricted stock units under Stock Incentive Plan   111,505    7,283,299 
Shares issued on buyback of indirect participation interest in PRL 15   688,654    41,525,728 
Shares buyback   (730,000)   (14,620,792)
           
December 31, 2014   49,414,801    991,693,780 
           
Shares issued on vesting of restricted stock units under Stock Incentive Plan   119,479    6,497,421 
           
June 30, 2015   49,534,280    998,191,201 

 

Preferred shares - No preferred shares are issued, or were issued at any time during the six months ended June 30, 2015 (June 2014 – nil).

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   10

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

9.Interest revenue

 

   Quarter ended   Six months ended 
   June 30,   June 30,   June 30,   June 30, 
   2015   2014   2015   2014 
   $   $   $   $ 
                 
Interest income on short term deposits   415,412    198,531    976,249    251,065 
Interest accretion income on receivable from Total (note 5)   11,187,247    8,154,402    22,038,443    8,154,402 
Adjustment due to change in timing of estimated cash flows on receivable from Total (note 5)   (25,878,655)   -    (25,878,655)   - 
Interest revenue   (14,275,996)   8,352,933    (2,863,963)   8,405,467 

 

10.Finance costs

 

   Quarter ended   Six months ended 
   June 30,   June 30,   June 30,   June 30, 
   2015   2014   2015   2014 
   $   $   $   $ 
                 
Interest expense on Credit Suisse Secured Loan   -    2,298,530    -    4,303,388 
Interest expense on Westpac and BSP Secured Loan   -    641,424    -    1,341,127 
Interest expense on Convertible Notes   481,237    481,237    962,473    962,473 
Interest accretion on Convertible Notes   1,010,968    952,602    2,007,019    1,891,146 
Financing fees on Credit Suisse Secured Loan   1,926,369    7,107,020    8,597,240    12,572,368 
Financing fees on Westpac and BSP Secured Loan   -    620,114    -    1,168,831 
Other finance costs   -    35,926    -    81,946 
Finance costs   3,418,574    12,136,853    11,566,732    22,321,279 

 

11.Earnings/(loss) per share

 

Conversion options, convertible notes, stock options and restricted stock units totaling 1,087,714 common shares at prices ranging from $41.94 to $95.63 were outstanding as at June 30, 2015.

 

   Number of shares   Number of shares 
Potential dilutive instruments outstanding  June 30, 2015   June 30, 2014 
Employee stock options   210,000    410,000 
Employee Restricted Stock   145,710    129,999 
2.75% Convertible notes   732,004    732,004 
Total stock options/shares outstanding   1,087,714    1,272,003 

 

12.Commitments and contingencies

 

(a) Exploration and debt commitments

 

Payments due by period contractual obligations are as follows:

 

   Total   Less than
1 year
   1-2 years   2-3 years   3-4
years
   4-5
years
   More
than 5
years
 
   '000   '000   '000   '000   '000   '000   '000 
Petroleum prospecting and retention licenses   384,162    41,904    89,650    89,858    97,650    65,100    - 
Convertible notes obligations   70,800    70,800    -    -    -    -    - 
    454,962    112,704    89,650    89,858    97,650    65,100    - 

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   11

 

 

InterOil Corporation

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, Expressed in United States dollars)

 

12.Commitments and contingencies (cont’d)

 

The PPL and PRL amounts represent the Company’s commitments on these licenses as at June 30, 2015. On March 6, 2014, the Company’s applications for new petroleum prospecting licenses were approved with PPL 474 replacing PPL 236, PPL 475 replacing PPL 237, and PPL 476 and PPL 477 replacing PPL 238 and included new license commitments. The new commitments require the Company to spend an additional $352.8 million over the remainder of their six-year terms.

 

Further, the terms of grant of PRL 39 requires the Company to spend $31.4 million on the license area by the end of 2018.

 

(b) Contingencies:

 

From time to time the Company is involved in various claims and litigation arising in the course of its business. While the outcome of these matters is uncertain and there can be no assurance that such matters will be resolved in the Company’s favor, the Company does not currently believe that the outcome of adverse decisions in any pending or threatened proceedings or any amount which it may be required to pay by reason thereof would have a material adverse impact on its financial position, results of operations or liquidity.

 

13.Subsequent events

 

On August 12, 2015, the Company advised the market that the Wahoo-1 sidetrack operations had not intersected a carbonate reservoir and it intends to plug and abandon the well. As at June 30, 2015, there was $57.0 million of costs relating to the Wahoo exploration program included within ‘Exploration and evaluation assets’ in the Consolidated Balance Sheet. The Company will expense these costs within ‘Exploration costs impaired’ in the Consolidated Income Statement for the quarter and nine months ended September 30, 2015, together with an estimated additional $18.8 million expenditure incurred on the well subsequent to June 30, 2015.

 

Condensed Consolidated Interim Financial Statements INTEROIL CORPORATION   12

 

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