23rd Mar 2016 07:00
Not for Distribution to U.S. Newswire Services or for Dissemination in the United States
Ithaca Energy Inc.
2015 Financial Results
23 March 2016
Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) ("Ithaca" or the "Company") announces its financial results for the twelve months ended 31 December 2015, together with the results of its independent year-end reserves assessment and an operations update.
Solid cashflow generation despite the material decline in Brent prices over the period
· Average production of 12,066 barrels of oil equivalent per day ("boepd"), above full year guidance (2014: 10,947 boepd)
· $261 million cashflow from on-going operations1, a 70% increase on 2014 ($153 million) driven by reduced operating costs and hedging gains
· Cashflow per share $0.76 (2014: $0.55)
· Loss after tax of $121 million as result of a $203 million post-tax impairment charge arising from lower forecast future oil and gas prices
Decisive actions taken in 2015 to ensure the business is resilient to the lower oil price environment
· Major re-set of operating expenditure - unit operating cost of $31/boe in 2015, a 44% reduction on the previous year (2014: $55/boe) and 22% ahead of targeted savings
· Major capital expenditure savings secured - 2015 investment programme delivered for $117 million, approximately 25% under budget
· Sale of non-core Norwegian business - cash receipt of $60 million and potential $30 million upside exposure
· $66 million equity placing with Delek Group Ltd at a 39% premium to the 5 day volume weighted average share price prior to announcement - strengthening the balance sheet and providing additional financial flexibility
· Substantial deleveraging - net debt reduced from a peak of over $800 million in the first half of 2015 to $665 million at year-end 2015
Strong outlook - platform established to continue deleveraging the business while growing the value of the asset portfolio
· Completion of the "FPF-1" modifications programme remains on track for sail-away of the vessel in the previously guided May/June 2016 period, leading to anticipated first hydrocarbons from the Stella field in the third quarter of the year
· Near term production forecast to more than double with start-up of the Stella field - long term growth underpinned by the Greater Stella Area satellite portfolio and leveraging the value of the infrastructure
· Significant commodity price protection - average of 10,000 boepd hedged until mid-2017 at $61/boe, with a mark-to-market value of $127 million at year-end 2015
· Increasing financial flexibility - continued deleveraging of the business within a balanced capital investment programme
Les Thomas, Chief Executive Officer, commented:
"We are pleased to have delivered such a strong cashflow performance in 2015, driven by consistent production levels and rigorous cost control, all underpinned by a substantial hedging position. Further decisive actions, including sale of the Norwegian business and a premium equity placement, have reduced net debt and strengthened the balance sheet, providing increased flexibility to cope with current commodity price volatility and development of the Greater Stella Area. Good progress on the FPF-1 modifications means we remain on track for first production from Stella during the third quarter of 2016."
Production & Operations
Average production in 2015 was 12,066 boepd (94% oil), representing a 10% increase on 2014. The producing assets performed well over the course of the year. Solid operational uptime performance across the main fields, along with the benefit of various production enhancement activities and start-up of the Ythan field, resulted in total production being ahead of full year guidance of 12,000 boepd.
2016 Production guidance
As previously guided, base production in 2016, excluding any contribution associated with start-up of the Stella field during the year, is anticipated to be approximately 9,000 boepd (95% oil). This reflects the cessation of production from the Athena and Anglia fields, no significant capital investment on the existing producing assets during the year and restricted production rates for the Pierce field in the first half of 2016 due to the need to complete remedial works on the subsea gas injection flowline.
The additional production contribution during the year resulting from the start-up of Stella will depend on the exact timing of first hydrocarbons from the field. Prompt ramp up of production is anticipated following first hydrocarbons, leading to an expected initial annualised production rate of approximately 16,000 boepd net to Ithaca.
Production in the first quarter of 2016 is forecast to average approximately 9,000 boepd. This reflects acceleration of the planned 2016 Pierce field maintenance shutdown into the quarter in order to take advantage of the current period of restricted production rates noted above and reduced production from the Dons fields for execution of a well chemical treatment campaign.
Following the recent completion of Shell and ExxonMobil's sale of the Anasuria floating production, storage and offloading ("FPSO") vessel and associated feeder field interests, Ithaca has taken over operatorship of the Cook field (61.345% working interest), which uses the Anasuria as its host facility.
Greater Stella Area Development Update
Significant progress was made on execution of the GSA development in 2015. The five well Stella development drilling programme was successfully completed during the year, along with the subsea infrastructure installation activities required prior to arrival of the FPF-1 on location. The FPF-1 modifications programme, which is being undertaken by Petrofac in the Remontowa shipyard in Poland, has made solid progress over the last twelve months and is in an advanced stage of completion. Commissioning operations on the vessel are nearing completion and the marine work is progressing on schedule.
As announced at the start of this year, sail-away of the FPF-1 is forecast for the May / June 2016 period, leading to anticipated first hydrocarbons from the Stella field in the third quarter.
Financials
Hedging
The Company's commodity hedging position remains unchanged. In 2016 a volume of 11,500 boepd (52% oil) is hedged at an average price of $60/boe, with those volumes weighted toward the first half of the year. In the first half of 2017 approximately 7,000 boepd (50% oil) is hedged at an average price of $62/boe.
As of 1 January 2016 the Company's commodity hedges were valued at $127 million based on the prevailing oil and gas forward curves at that time.
Operating Expenditure
Unit operating costs were reduced from $55/boe in 2014 to $31/boe in 2015, a year-on-year reduction of 44% and substantially below the level anticipated at the start of the year of $40/boe. This significant reduction was achieved through supply chain cost saving initiatives, removing overheads and resetting the cost base to reflect the requirements of the current environment, combined with the cessation of operations at the Company's legacy high cost fields and importantly the retransfer of the Beatrice facilities to Talisman in the first quarter of 2015.
Forecast 2016 unit operating expenditure prior to Stella start-up is anticipated to be approximately $30/boe. Upon the start-up of production from the Stella field, unit operating expenditure is forecast to fall below $25/boe.
Capital Expenditure
Total capital expenditure in 2015 was $117 million, over $30 million lower than initially budgeted, mainly as a result of reduced GSA subsea infrastructure installation costs as well as the removal of expenditure following the sale of the Norwegian business.
The planned capital expenditure programme for 2016 is anticipated to total approximately $50 million, the majority of which relates to the GSA, including activities required to prepare the Vorlich Field Development Plan for approval. There are a number of production enhancement opportunities within the existing producing asset portfolio that could be added to the planned capital expenditure programme, should the prevailing economics justify inclusion. The sanction of all such expenditures is within the control of the Company
Tax
The Company had a UK tax allowances pool of over $1,600 million at 31 December 2015. At current commodity prices, the pool is forecast to shelter the Company from the payment of corporation tax over the medium term.
It was announced in the UK Budget on 16 March 2016 that the offshore Supplementary Charge will be reduced from 20% to 10%, with effect from 1st January 2016, resulting in total UK corporate tax falling from 50% to 40%. The rate of Petroleum Revenue Tax ("PRT") has also been reduced from 35% to 0% as of 1 January 2016, eliminating any future PRT tax charge. An immediate cash benefit of $3-$5 million per annum will be realised from the effective removal of PRT on the Wytch Farm field, while the SCT cash benefits will be realised following utilisation of the UK tax allowances pool noted above.
Net Debt
As anticipated, the Company commenced deleveraging the business in 2015. Net debt was reduced from a peak of over $800 million in the first half of the year to $665 million at 31 December 2015. This reduction reflects the benefit of strong operating cashflow generation, lower capital expenditures and the cash received from sale of the Norwegian business as well as proceeds of the equity placing completed in October 2015.
It is anticipated that deleveraging of the business will continue through 2016, with a step change in this profile arising upon the start-up of Stella production. Net debt at the end of Q1 2016 is expected to be approximately $635 million.
Year-End Reserves
Total proved and probable ("2P") reserves at 31 December 2015, as independently assessed by Sproule International Limited ("Sproule"), a qualified reserves evaluator, plus estimated reserves associated with the Vorlich licence are 57 million barrels of oil equivalent ("Mmboe"). The acquisition of the Vorlich licence is scheduled to complete early in the second quarter of 2016. After accounting for non-core licence relinquishments during the year (approximately 10MMboe), changes to the Company's 2P reserves have been modest despite a significant reduction in assumed future oil and gas prices.
Q4-2015 Financial Results Conference Call
A conference call and webcast for investors and analysts will be held today at 12.00 GMT (08.00 EDT). Listen to the call live via the Company's website (www.ithacaenergy.com) or alternatively dial-in on one of the following telephone numbers and request access to the Ithaca Energy conference call: UK +44 203 059 8125; Canada +1 855 287 9927; US +1 866 796 1569. A short presentation to accompany the results will be available on the Company's website prior to the call.
Notes
1. Cashflow from on-going operations of $261 million less $21 million of non-recurring net outflows from discontinuing fields (Beatrice, Athena & Anglia), provided for as onerous contracts in 2014, equates to overall cashflow from operations of $240 million
The audited consolidated financial statements of the Company for the year ended 31 December 2015 and the related Management Discussion and Analysis are available on the Company's website (www.ithacaenergy.com) and on SEDAR (www.sedar.com). All values in this release and the Company's financial disclosures are in US dollars, unless otherwise stated.
- ENDS -
Enquiries:
Ithaca Energy
Les Thomas [email protected] +44 (0)1224 650 261
Graham Forbes [email protected] +44 (0)1224 652 151
Richard Smith [email protected] +44 (0)1224 652 172
FTI Consulting
Edward Westropp [email protected] +44 (0)203 727 1521
Tom Hufton [email protected] +44 (0)203 727 1625
Cenkos Securities
Neil McDonald [email protected] +44 (0)207 397 8900
Nick Tulloch [email protected] +44 (0)131 220 6939
RBC Capital Markets
Daniel Conti [email protected] +44 (0)207 653 4000
Matthew Coakes [email protected] +44 (0)207 653 4000
Notes
In accordance with AIM Guidelines, John Horsburgh, BSc (Hons) Geophysics (Edinburgh), MSc Petroleum Geology (Aberdeen) and Subsurface Manager at Ithaca is the qualified person that has reviewed the technical information contained in this press release. Mr Horsburgh has over 15 years operating experience in the upstream oil and gas industry.
References herein to barrels of oil equivalent ("boe") are derived by converting gas to oil in the ratio of six thousand cubic feet ("Mcf") of gas to one barrel ("bbl") of oil. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 Mcf: 1 bbl, utilising a conversion ratio at 6 Mcf: 1 bbl may be misleading as an indication of value.
All references to dollars ($) in this press release refer to the United States dollar (USD).
About Ithaca Energy
Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) is a North Sea oil and gas operator focused on the delivery of lower risk growth through the appraisal and development of UK undeveloped discoveries and the exploitation of its existing UK producing asset portfolio. Ithaca's strategy is centred on generating sustainable long term shareholder value by building a highly profitable 25kboe/d North Sea oil and gas company. For further information please consult the Company's website www.ithacaenergy.com.
Forward-looking Statements
Some of the statements and information in this press release are forward-looking. Forward-looking statements and forward-looking information (collectively, "forward-looking statements") are based on the Company's internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, including, among other things, assumptions with respect to production, drilling, construction and maintenance times, well completion times, risks associated with operations, future capital expenditures, continued availability of financing for future capital expenditures, future acquisitions and dispositions and cash flow. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. When used in this press release, the words and phrases like "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe", "could", "target", "in the process of", "on track" and similar expressions, and the negatives thereof, whether used in connection with operational activities, sail-away of the FPF-1 vessel, Stella first hydrocarbons, drilling plans including ramp up timing, production forecasts, budgetary figures, future operating costs, anticipated net debt, anticipated funding requirements, planned maintenance shutdowns, the Vorlich reserves, potential developments including the timing and anticipated benefits of acquisitions and dispositions or otherwise, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations, or the assumptions underlying these expectations, will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These forward-looking statements speak only as of the date of this press release. Ithaca Energy Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based except as required by applicable securities laws.
Additional information on these and other factors that could affect Ithaca's operations and financial results are included in the Company's Management Discussion and Analysis and Annual Information Form for the year ended 31 December 2015 and in reports which are on file with the Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
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| 2015 HIGHLIGHTS |
Solid cashflow generation despite the material decline in Brent prices over the period
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| · Average production of 12,066 barrels of oil equivalent per day ("boepd"), above full year guidance (2014: 10,947 boepd) · $261 million cashflow from on-going operations1, a 70% increase on 2014 ($153 million) driven by reduced operating costs and hedging gains · Cashflow per share $0.76 (2014: $0.55) · Loss after tax of $121 million (2014: $25 million) as result of a $203 million post-tax impairment charge arising from lower forecast future oil and gas prices
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Decisive actions taken in 2015 to ensure the business is resilient to the lower oil price environment
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| · Major re-set of operating expenditure - unit operating cost of $31/boe in 2015, a 44% reduction on the previous year (2014: $55/boe) and 22% ahead of targeted savings · Major capital expenditure savings secured - 2015 investment programme delivered for $117 million, approximately 25% under budget · Sale of non-core Norwegian business - net cash receipt of $60 million and potential $30 million upside exposure · $66 million equity placing with Delek Group Ltd at a 39% premium to the 5 day volume weighted average share price prior to announcement - strengthening the balance sheet and providing additional financial flexibility · Substantial deleveraging - net debt reduced from a peak of over $800 million in the first half of 2015 to $665 million at year-end 2015
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Strong outlook - platform established to continue deleveraging the business while growing the value of the asset portfolio
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| · Completion of the "FPF-1" modifications programme remains on track for sail-away of the vessel in the previously guided May/June 2016 period, leading to anticipated first hydrocarbons from the Stella field in the third quarter of the year · Near term production forecast to more than double with start-up of the Stella field - long term growth underpinned by the Greater Stella Area satellite portfolio and leveraging the value of the infrastructure · Significant commodity price protection - average of 10,000 boepd hedged until mid-2017 at $61/boe, with a mark-to-market value of $127 million at year-end 2015 · Increasing financial flexibility - continued deleveraging of the business within a balanced capital investment programme
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GSA development at advanced stage of completion - production start-up anticipated in Q3 2016 |
| · Significant progress was made on execution of the GSA development in 2015, and first hydrocarbons remain scheduled in the third quarter. · The five well Stella development drilling campaign was successfully completed during the year, along with the subsea infrastructure installation activities required prior to arrival of the FPF-1 on location. The FPF-1 modifications programme, which is being undertaken by Petrofac in the Remontowa shipyard in Poland has made solid progress over the last twelve months and is in an advanced stage of completion. · Commissioning operations on the vessel are nearing completion and the marine work is progressing on schedule · Further strengthening of the GSA portfolio secured with the acquisition of a strategic non-operated interest in the Vorlich discovery (transaction completion scheduled for early Q2 2016) |
(1) Cashflow from on-going operations of $261 million less $21 million of net outflows from discontinuing fields (Beatrice, Athena and Anglia), provided for as onerous contracts in 2014, equates to overall cashflow from operations of $240 million
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| SUMMARY STATEMENT OF INCOME | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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(1) Average realised price before hedging (2) Revenue including interest income and oil purchases less stock movements (3) 2015 Cashflow from On-going Operations of $261.0M less $21.0M onerous contract provision release = total cashflow from operations of $240.0M (4) Based on total cashflow from operations (5) Earnings per share adjusted to exclude impact of impairment charge
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| SUMMARY BALANCE SHEET | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Note this table shows debt repayable as opposed to the reported balance sheet debt which nets off capitalised RBL and senior note costs
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| CORPORATE STRATEGY |
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| Ithaca Energy Inc. ("Ithaca" or the "Company") is a North Sea oil and gas operator focused on the delivery of lower risk growth through the appraisal and development of UK undeveloped discoveries and the exploitation of its existing UK producing asset portfolio.
Ithaca's goal is to generate sustainable long term shareholder value by building a highly profitable 25kboepd North Sea oil and gas company.
Execution of the Company's strategy is focused on the following core activities: · Maximising cashflow and production from the existing asset base · Delivering first hydrocarbons from the Ithaca operated Greater Stella Area development · Delivery of lower risk, long term development led growth through the appraisal of undeveloped discoveries · Continuing to grow and diversify the cashflow base by securing new producing, development and appraisal assets through targeted acquisitions and licence round participation · Maintaining capital discipline, financial strength and a clean balance sheet, supported by lower cost debt leverage
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| CORPORATE ACTIVITIES |
Strong liquidity - available debt facilities of $815M at end 2015, while drawn net debt came in below forecast at $665M at end 2015 |
| BANK DEBT FACILITIES During 2015 the Company extended and simplified its bank debt facilities, replacing its corporate facility with a junior Reserve Based Lending ("RBL") facility and extending the tenor of its senior RBL to September 2018. These changes aligned the maturity of the two facilities and importantly removed the use of historic financial covenant tests that had been applicable on the corporate facility.
The Company's bank debt facilities are sized at $650 million: a $575 million senior RBL and a $75 million junior RBL. The facilities are based on conventional oil and gas industry borrowing base financing terms and are available to fund on-going development activities and general corporate purposes. In addition to these facilities, the Company has $300 million senior unsecured notes due July 2019, resulting in total Company debt facilities of $950 million.
The Company completes a bi-annual redetermination process with its RBL bank syndicate, at the end of April and October, to review the borrowing capacity of its assets under the RBLs based on the technical and commodity price assumptions applied by the syndicate. Following the October 2015 redetermination the Company's available bank debt capacity was set at $515 million (out of the total $650 million of RBL facilities), reflecting the lower future commodity price assumptions adopted by the banking syndicate during the review. When combined with the senior notes, this means the business has a total debt capacity of $815 million, which compares to net debt at the end of 2015 of $665 million.
The Company continues to focus on maintaining a solid liquidity position with substantial deleveraging having already commenced even before first hydrocarbons from the GSA - total bank debt reduced during the year by 27% from over $500 million to $365 million at the year end. A robust financial position has been retained during this period of lower and more volatile oil prices as a result of various proactive measures taken during 2015 to increase financial strength and ensuring the Company has the sufficient flexibility to manage downside risks.
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Equity investment completed at 51% premium to 30 day VWAP - providing additional flexibility to execute the financial and strategic priorities of the business
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| premium equity placing In October 2015 a $66 million equity investment in the Company was completed with DKL Investments Limited, a wholly owned subsidiary of Delek Group Ltd. ("Delek"), in order to further strengthen the Company's balance sheet, reduce bank debt and provide additional financial flexibility. Following completion of the placing, Delek holds a 19.9% interest in the issued and outstanding shares of the Company.
Delek is an Israeli listed conglomerate with significant natural gas exploration and production activities in the Levant Basin in the Eastern Mediterranean. The investment was executed via a non-brokered private placement of 81,865,425 Common Shares in the capital of the Company at CAD$1.05 per share, equivalent to £0.53 per share. This represented a 19% premium to the CAD$0.88 per share closing price on the Toronto Stock Exchange ("TSX") on the day prior to announcement of the placing, a 39% premium to the 5 day volume weighted average price ("VWAP") and a 51% premium to the 30 day VWAP.
DIRECTOR & EXECUTIVE CHANGES As a result of the Delek equity investment the Board of Directors increased from seven to nine directors with the appointment of two Non-Executive Director representatives nominated by Delek; Mr Joseph Asaf Bartfeld and Mr Yosef Abu. Mr Bartfeld is the President & Chief Executive Officer of Delek and has held a number of senior positions in the Delek Group including that of Chief Financial Officer over the last 20 years. Mr Bartfeld also serves as Chairman and Director on the Board of Directors of a number of Delek Group subsidiaries and affiliates. Mr Abu is the Chief Executive Officer of Delek Drilling Ltd, a subsidiary of Delek, prior to which he held senior consulting positions in the Israeli Ministries of Finance and Interior.
In January 2016, Dr. Richard Smith was appointed to the executive team as Chief Commercial Officer. Dr. Smith has held the position of Corporate Development Manager at Ithaca for the last five years. He has over 19 years of experience in the oil and gas industry and wider energy sector, in various senior business development, corporate strategy and commercial positions. |
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Sale of the non-core Norwegian exploration business completed - Norwegian financing facility repaid and net initial cash payment of ~$30M received
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| SALE oF NORWEGIAN BUSINESS In July 2015 the Company completed the sale of its wholly owned subsidiary Ithaca Petroleum Norge AS ("Ithaca Norge") to the Hungarian listed company MOL Plc for an initial consideration of $60 million plus the ability to earn additional bonus payments of up to $30 million dependent on exploration success from the existing licence portfolio. Following repayment and retirement of the Company's Norwegian exploration financing facility and conventional working capital adjustments, a net cash payment of approximately $30 million was received. These funds were used to offset drawings under the Company's existing RBL facilities.
This transaction concluded the highly successful restructuring and monetisation of the Norwegian operations transferred as part of the Valiant Petroleum plc acquisition in April 2013. The Norwegian portfolio had no production or reserves associated with the licence interests.
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| PRODUCTION & OPERATIONS |
Solid 2015 production performance - in line with full year guidance
Forecast Q1 2016 production in line with guidance |
| 2015 PRODUCTION Average production in 2015 was 12,066 boepd, 94% oil (2014: 10,947 boepd), above full year guidance of 12,000 boepd. This represented a 10% increase on 2014, driven largely by inclusion of a full year contribution from the assets acquired in July 2014 from Sumitomo Corporation (the "Summit Assets") and the results of various production enhancement activities undertaken during the year. These increases more than offset the reduction in volumes attributable to the planned cessation of production from the Beatrice and Jacky fields in January 2015, the scheduled maintenance shutdowns on the host facility serving the Cook field and the Sullom Voe Terminal that serves the Company's Northern North Sea fields, along with natural field decline rates.
OPERATIONS The producing asset portfolio performed well over the course of 2015, with solid operational uptime achieved across the main fields. The planned maintenance shutdown activities scheduled for the year were all completed efficiently, with the duration of the outage on the Cook field being shorter than forecast.
Good progress was made in the year on all the main production enhancement activities. In the first quarter of 2015 water injection on the Causeway field was started up following completion of work on the Taqa-operated North Cormorant platform facilities and the electrical submersible pump on the Fionn field was brought into service. In late May first oil was achieved from the Ythan field, developed as a one well tie-back to the Don Southwest facilities. Following the completion of modification works to the Pierce field floating production, storage and offloading vessel ("FPSO") to enable the tie-in of the third party Brynhild field in December 2014, Pierce production volumes were steadily increased over the course of 2015. In addition, a rolling well workover campaign was continued on the onshore Wytch Farm field during the year in order to sustain production rates.
As part of the Company's previously announced activities to high grade the portfolio and remove high cost marginal fields from the producing asset base, a number of measures were taken in 2015 to restructure the portfolio. The Company had elected in 2014 to retransfer the Beatrice facilities to Talisman, having successfully completed production operations on the adjacent Ithaca-operated Jacky field, and the planned retransfer process was completed in the first quarter of 2015. Production was also ceased from the Anglia field in the third quarter of 2015 and from the Athena field at the start of 2016, with the BW Athena FPSO being demobilised from the field in February 2016. These steps mean that the Company's production portfolio is in line with the requirements demanded of the current oil price environment, with unit operating costs for the fields being approximately $30/boe.
The carrying values of the Beatrice, Anglia and Athena fields were written down to nil at the end of 2014, with provisions made for any onerous contracts remaining until cessation of production from the fields.
In March 2016, following the completion of Shell and ExxonMobil's sale of the Anasuria FPSO vessel and associated feeder field interests, the Company took over operatorship of the Cook field, which uses the Anasuria as its host facility.
2016 PRODUCTION Base production in 2016, excluding any contribution associated with start-up of the Stella field during the year, is anticipated to be approximately 9,000 boepd (95% oil). This reflects the cessation of production from the Athena and Anglia fields, which accounted for approximately 1,000 boepd in 2015, along with no significant capital investment on the existing producing assets during the year and restricted production rates for the Pierce field in the first half of 2016 due to the need to complete remedial works on the subsea gas injection flowline.
The additional production contribution during the year resulting from the start-up of Stella will depend on the exact timing of first hydrocarbons from the field. Prompt ramp up of production is anticipated following first hydrocarbons, leading to an initial annualised production rate for the GSA hub of approximately 16,000 boepd net to Ithaca.
Production during the first quarter of 2016 is forecast to average approximately 9,000 boepd. This reflects acceleration of the planned 2016 Pierce field maintenance shutdown into the quarter in order to take advantage of the current period of restricted production rates noted above and reduced production from the Dons fields for execution of a well chemical treatment campaign. |
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| GREATER STELLA AREA DEVELOPMENT | |
GSA development activities are at an advanced stage of completion - Stella production start-up scheduled for Q3 2016
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| Ithaca's focus on the GSA is driven by the monetisation of over 30MMboe of net 2P reserves within the existing portfolio and the generation of additional value via the wider opportunities provided by the range of undeveloped discoveries surrounding the Ithaca operated production hub.
The development involves the creation of a production hub based on deployment of the FPF-1 floating production facility located over the Stella field, with onward export of oil and gas. To maximise initial oil and condensate production and fill the gas processing facilities on the FPF-1, the hub will start-up with five Stella wells. Further wells will then be drilled in the GSA post first hydrocarbons to maintain the gas processing facilities on plateau.
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Main FPF-1 commissioning nearing completion with sail-away forecast for May / June 2016
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| FPF-1 Modification Works The FPF-1 modifications programme, which is being undertaken by Petrofac in the Remontowa shipyard in Poland, has made solid progress over the last twelve months and is in an advanced stage of completion. Commissioning operations on the vessel are nearing completion and the marine work is progressing on schedule. As announced at the start of 2016, sail-away of the FPF-1 is forecast for the May / June 2016 period, leading to anticipated first hydrocarbons from the Stella field in the third quarter. Close out of the modifications programme is the critical path item for start-up of production from the field.
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Stella development drilling programme successfully completed in April 2015 |
| Drilling Programme The five well Stella development drilling programme was successfully completed in April 2015 and the ENSCO 100 rig demobilised from the field. The wells have all been successfully cleaned up and suspended in a manner that allows production to commence without the requirement for any further intervention activity once the FPF-1 floating production facility is on location and hooked up. In total the wells have achieved a combined maximum flow test rate during clean-up operations of over 53,000 boepd (100%). This well capacity significantly de-risks the initial annualised production forecast for the GSA hub of approximately 30,000 boepd (100%), 16,000 boepd net to Ithaca.
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All subsea infrastructure required prior to FPF-1 arrival now installed |
| Subsea Infrastructure WORKS The 2015 subsea infrastructure installation campaign was successfully concluded as planned in the fourth quarter of 2015, with all the subsea infrastructure that is required to be installed prior to the arrival of the FPF-1 on location in place. The only remaining subsea workscope prior to first hydrocarbons relates to the installation and hook-up of the dynamic risers and umbilicals connecting the infrastructure on the seabed to the FPF-1. This activity will be complete once the vessel has been anchored on location.
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Agreement entered into with Petrofac to provide enhanced incentivisation for the timely delivery of FPF-1 and additional contract cost clarity
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| FPF-1 modifications contract incentivistion In September 2015 the Company entered into an agreement with Petrofac in respect of the FPF-1. The agreement provides enhanced incentivisation for the timely delivery of the vessel and also provides important contract cost clarity, thereby ensuring efficient execution of the remaining FPF-1 modification works. The key terms of the agreement are: · All costs of modifying the FPF-1 above the contract cost cap will continue to be fully paid by Petrofac as incurred; · Ithaca will pay Petrofac $13.7 million in respect of final payment on variations to the contract, with payment deferred until three and a half years after first production from the Stella field; · A further payment to Petrofac will be made by Ithaca dependent on the timing of sail-away of the FPF-1. The maximum incentive payment of $34 million was achievable for delivering sail-away of the vessel from the shipyard prior to the end of March 2016, eroding on a daily basis to zero by 31 July 2016. The incentive payment ultimately earned by Petrofac will also be deferred until three and a half years after first production from the Stella field.
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Sales agreement executed with BP for Stella gas production |
| GAS SALES AGREEMENT In September 2015 the Company entered into a life of field gas sales agreement with BP Gas Marketing Limited ("BP") for the sale of gas produced from the Stella and Harrier fields. The contract reference price is the UK "NBP" spot price. The agreement includes the ability for Ithaca, at its option, to receive up to £10 million of prepayments for future gas sales to BP, similar to the arrangements available with Shell Trading International Limited for oil sales.
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| COMMODITY HEDGING |
Significant downside commodity price protection from hedging in place |
| As part of its overall risk management strategy, Ithaca's commodity hedging policy is centred on underpinning revenues from existing producing assets at the time of major capital expenditure programmes and locking in paybacks associated with asset acquisitions. Any hedging is executed at the discretion of the Company as there are no minimum requirements stipulated in any of the Company's debt finance facilities.
As of 1 January 2016 the Company had 10,000 boepd hedged at $61/boe for the 18 months to June 2017. This total is comprised of:
· 11,500 boepd (52% oil) at $60/boe in 2016 · 7,000 boepd (50% oil) at $62/boe in the first six months of 2017.
The above figures include 151 million therms of gas hedging (approximately 15 billion cubic feet), with a price floor of £0.57/therm (~$10/MMbtu). The gas hedging is in the form of put options, the financial benefit of which is realised regardless of production in the relevant period.
As at 1 January 2016 the Company's commodity hedges were valued at $127 million, $69 million for oil hedges and $58 million for gas hedges, based on valuations relative to the respective oil and gas forward curves.
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| LICENCE PORTFOLIO ACTIVITIES | ||||||||||||||||||
Strategic asset acquisition close to GSA hub -opportunity to leverage infrastructure value
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| VORLICH ACQUISITION In line with Ithaca's strategic objective to increase value from the GSA infrastructure through the acquisition of interests in potential satellite fields for the FPF-1, the Company signed a sale and purchase agreement with TOTAL E&P UK Limited in January 2016 to obtain a 20% non-operated interest in Licence P363 (block 30/1c), effective 1 July 2015. The licence is operated by BP plc and contains approximately 80-90% of the Vorlich discovery, implying an approximately 17% interest in the overall discovery to Ithaca. Vorlich is located 10 kilometres north of the GSA hub.
Vorlich was discovered and appraised in 2014 with exploration well 30/1f-13A,Z and 13Z. The well encountered hydrocarbons in a Palaeocene sandstone reservoir in block 30/1c and a subsequent side-track into block 30/1f confirmed the westerly extension of the discovery.
In line with the requirements of the Vorlich licence, the work programme for 2016 is centred on the preparation and submission for approval of a Field Development Plan ("FDP") by the end of the year.
A minimal consideration is payable at completion of the transaction, with additional contingent payments at FDP approval and upon reaching a reserves recovery threshold. The acquisition is subject to normal regulatory approvals and is expected to complete early in the second quarter of 2016. At completion the consideration paid will be subject to normal industry adjustments to reflect costs incurred since the effective date.
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High grading of asset portfolio - disposal of non-core licence interests |
| NON-CORE LICENCE RELINQUISHMENTS As announced in November 2015, as part of routine portfolio review activities the Company elected to divest its 10% working interest in the Scolty/Crathes discoveries to EnQuest plc for a nominal sum and to transfer its 20% working interest in licence P1792 that contains the Beverley prospect and Evelyn discovery to Shell UK Limited. The Company has also relinquished its 55% interest in the South West Heather discovery. Divestment of these non-core licence interests is driven by the financial and strategic metrics of the potential development opportunities being insufficient to meet Ithaca's investment criteria in the prevailing Brent price environment. In the end-2014 independent reserves evaluation performed by Sproule International Limited, an independent qualified reserves evaluator, ("Sproule") these licences accounted for approximately ten million barrels of net proved and probable reserves ("2P").
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| RESERVES | ||||||||||||||||||
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| · Total proved and probable ("2P") reserves at 31 December 2015, as independently assessed by Sproule International Limited, plus estimated reserves associated with the Vorlich licence are 57MMboe. The acquisition of the Vorlich licence is scheduled to complete early in the second quarter of 2016. · After accounting for non-core licence relinquishments during the year (approximately 10MMboe), changes to the Company's 2P reserves have been modest despite a significant reduction in assumed future oil and gas prices. · The Company has a balanced producing and development asset reserve base, with approximately 22MMboe or 40% of total 2P reserves associated with producing assets. This is forecast to increase to approximately 65% with the start-up of production from the Stella field. · The 2P reserves post-tax net present value discounted at 10% ("NPV-10") assessed by Sproule as at 31 December 2015 was $1,010 million. This reflects an average drop of over 30% in medium term oil and gas price assumptions and approximately 15% thereafter when compared to the prior year's evaluation. · The movement in total 2P reserves between end-2014 and end-2015 is summarised in the following table:
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| OPERATING EXPENDITURE |
Unit operating costs $31/boe in 2015,44% lower than 2014 and22% below budget
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| As part of managing and minimising the impact of the abrupt decline in oil prices since the second half of 2014, the Company has taken a number of important steps to protect the business from a prolonged period of weak oil prices. In addition to the cashflow protection provided by the oil and gas price hedging that has been put in place, the Company and its partners continue to actively work on securing supply chain cost efficiencies and reductions, removing overheads and resetting the cost base to reflect the requirements of the current environment.
When combined with the cessation of operations at the Company's legacy high cost fields and importantly the retransfer of the Beatrice facilities to Talisman in Q1 2015, the 2015 financial results show a step change in unit operating costs compared to the previous year. Specifically, unit operating costs have reduced by 44% to $31/boe compared to 2014 (2014: $55/boe), markedly down from what was the anticipated level at the start of the year of approximately $40/boe. This unit operating expenditure reflects inclusion of the costs associated with the Athena and Anglia fields, which were provided for in Q4 2014 as an onerous contract provision. The provision was made and the book value of the fields fully written down in 2014 due to the expectation that 2015 would be the last year of production for the fields given costs were likely to exceed revenues in the current price environment.
In 2016 forecast unit operating expenditure associated with base production volumes is expected to be approximately $30/boe, reducing to under $25/boe upon Stella start-up.
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| CAPITAL EXPENDITURE |
$117 million 2015 capital expenditure programme, ~70% lower than 2014 |
| Total capital expenditure in 2015 was $117 million (2014: $370 million). This was over $30 million lower than initially budgeted primarily driven by reduced GSA subsea infrastructure installation costs as well as the removal of expenditure following sale of the Norwegian business.
Expenditure on the planned capital expenditure programme for 2016 is anticipated to total approximately $50 million, the majority of which relates to the GSA, including activities required to prepare the Vorlich FDP for approval. There are a number of production enhancement opportunities within the existing producing asset portfolio that could be added to the planned capital expenditure programme, should the prevailing economics justify inclusion. The sanction of all such expenditures is within the control of the Company.
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| NET DEBT |
Deleveraging commenced in H2 2015 with over $120 million reduction in debt from Q2 2015 |
| As anticipated the Company commenced deleveraging the business in 2015. Net debt was reduced from a peak of over $800 million in the first half of 2015 to $665 million at 31 December 2015. This reduction reflects the benefit of strong operating cashflow generation, lower capital expenditures, the cash received from sale of the non-core Norwegian business, as well as proceeds of the premium equity placing completed in October 2015.
It is anticipated that deleveraging of the business will continue through 2016, with a step change in this profile arising upon the start-up of Stella production. Net debt at the end of Q1 2016 is expected to be approximately $635 million.
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| SELECTED ANNUAL INFORMATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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| · Revenues have reduced by approximately 45% in 2015 primarily as a result of a decrease in the realised oil price, which was also the main driver behind the reduction in revenues in 2014 compared to 2013. · In 2015 a non-cash impairment charge of $203 million (post-tax) turned a pre impairment post-tax profit of $82 million into a post-tax loss of $121 million. A similar impairment charge ($173 million post-tax) was recorded in 2014. These impairments resulted from materially lower near term oil prices assumptions. · Total assets decreased from 2014 to 2015 mainly as a result of the impairment write downs driven by the oil price environment. The movement from 2013 to 2014 was primarily due to the acquisition of the Summit Assets and significant capital investment on the GSA development and production enhancement activities, partially offset by the impairment write downs as noted above.
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(1) Refer explanatory footnote per page 1
(2) Weighted average number of shares
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| 2015 RESULTS OF OPERATIONS | ||||||||||||
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| COMMODITY PRICES | ||||||||||||
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The 2015 financial results reflect the impact of the significant fall in Brent prices since the middle of 2014. On a year-on-year basis, the average annual Brent price has decreased by $47/bbl or 47% between 2014 and 2015. While this has had a significant negative impact on revenues, the fall in Brent has been materially mitigated during the year by the significant oil price hedging protection the Company had put in place.
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REVENUE | ||||||||||||
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| Revenue decreased by $171.6 million in 2015 to $207.0 million (2014: $378.6 million) primarily as a consequence of the $43/bbl or 44% decrease in the realised oil price prior to taking into account hedging.
While produced volumes increased by 10% in 2015 compared to 2014 (refer to the Production & Operations section above), sales volumes recorded in revenues during the year decreased by approximately 2%. The decrease was as a result of Athena and Anglia liftings being recorded against the onerous contracts provision from Q4 2014 and an overall underlift across the Cook, Pierce and Wytch Farm fields. Adjusting for Athena and Anglia sales volumes would result in an increase in 2015 sales volumes of 7%.
The reduction in realised price was offset to a significant extent by a realised hedging gain of $41 per sales barrel in the year ($34 per sales barrel excluding the benefit of the accelerated hedging reset of $33 million), resulting in a $177.9 million gain being reported through Foreign Exchange and Financial Instruments (see below).
While the realised oil prices for each of the fields in the Company's portfolio do not strictly follow the Brent price pattern, with some fields sold at a discount or premium to Brent and under contracts with differing timescales for pricing, the average realised price for all the fields trades broadly in line with Brent.
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| COST OF SALES | ||||||||||||||||||||||||||||||||||||||||||
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Cost of sales decreased in 2015 by over 40% to $232.7 million (2014: $403.9 million) driven by decreases in operating costs, depletion, depreciation and amortisation ("DD&A") and movement in oil and gas inventory.
OPERATING EXPENDITURE Reported operating costs decreased by 52% in the year to $106.5 million (2014: $220.8 million). The main reasons for this reduction are: i) significant savings realised across the portfolio as a result of supply chain contract cost renegotiations and contractor rate reductions; ii) replacement of production from the high cost Beatrice and Jacky fields with lower cost volumes from the Summit Assets; iii) the absence of the 2013 Sullom Voe Terminal catch-up cost that was charged in 2014; and, iv) exclusion of $29.9 million of 2015 Athena and Anglia costs provided for under an onerous contract provision in Q4 2014.
The unit operating costs for 2015 (inclusive of Athena and Anglia) were $31/boe. This represents a reduction of 44% compared to the equivalent rate of $55/boe for 2014. Absent these two fields, the unit operating cost for 2015 was $26/boe.
DD&A The unit DD&A rate for the year decreased significantly to $27/boe (2014: $42/boe), resulting in a total DD&A expense for the year of $120.2 million (2014: $167.4 million). This reduction was mainly attributable to a different contributing field mix, with production coming increasingly from the fields with low DD&A rates such as Cook, Wytch Farm and Pierce, as opposed to high DD&A rate fields in 2014 such as Beatrice, Jacky, Athena and Anglia. The blended DD&A rate in 2015 has been further reduced by the write downs booked in 2014 as a consequence of the change in the oil price environment. The 2015 DD&A rate and charge noted above is before the $386.7 million impairment booked at year end 2015. DD&A rates are therefore expected to decrease further in 2016.
MOVEMENT IN INVENTORY An oil and gas inventory movement of $6.0 million was charged to cost of sales in 2015 (2014 charge of $14.6 million). There was an underlift during the year resulting in oil inventory build-up for the Cook, Pierce and Wytch Farm fields, which was subsequently lifted and sold post year-end. However, a charge arises as a result of the underlift being more than offset by a reduction in value of oil inventory over the year across all fields as a result of the fall in oil prices. This effect was exaggerated by the increased valuation at 2014 year end of volumes from the Cook field as a result of sales having been made earlier in 2014 at higher oil prices but which remained unlifted at 2014 year end.
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| IMPAIRMENT CHARGES AND EXPLORATION & EVALUATION EXPENSES | |||||||||||||||
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Exploration and evaluation write-off expenses of $30.5 million were recorded in the year (2014: $7.1 million). This primarily relates to the drilling of the unsuccessful Snømus exploration well in Norway in Q2 2015, the costs for which were paid for by MOL Plc as part of the completion price adjustments for the divestment of the Norwegian business.
Pre-tax impairment charges of $400.3 million ($202.6 million post-tax) were recorded in the year (2014: $441.5 million) driven by the lower commodity price environment leading to a decrease in asset valuations. The impairment review was carried out on a fair value less cost of disposal basis, using risk-adjusted cash flow projections discounted at a post-tax discount rate of 9%. For details of the assumptions used, refer to the 2015 Annual Financial Statements.
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| ADMINISTRATION EXPENSES | |||||||||||||||
Administration expenses reduced through on-going cost reduction measures |
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Total administrative expenses were reduced by 29% to $9.9 million in 2015 (2014: $13.9 million) due to a number of initiatives including reductions in contractor rates and a decrease in both employee and contractor numbers. In addition the 2015 cost includes approximately $2 million (pre-tax) of overhead costs associated with the Norwegian operations that were sold in July 2015 with recovery of the costs achieved as part of the overall deal completion.
Share based payment expenses decreased as a result of fewer options being granted in 2015 and therefore lower amortisation expense throughout 2015. In addition, in line with the Company's accounting policy, previously recognised compensation expense associated with the unvested portion of forfeited/expired stock options was reversed in Q4 2015 leading to an overall reduction in the annual SBP expense.
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| FOREIGN EXCHANGE & FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||||||||||||
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A foreign exchange loss of $1.7 million was recorded in 2015 (2014: $8.4 million gain). While the majority of the Company's revenue is US dollar denominated, expenditures are predominantly incurred in British pounds, although some US dollar and Euro denominated costs are also incurred. Consequently, general volatility in the GBP:USD exchange rate, with the rate moving from 1.55 at 1 January 2015 to 1.48 at 31 December 2015 and fluctuations throughout the year of between 1.46 and 1.59, is the primary factor underlying foreign exchange gains and losses. In addition, significant Stella development-related payments were made in the year, particularly in the second quarter during a period of increased volatility, resulting in a modest overall loss despite the overall fall in the GBP:USD exchange rate during the year.
The Company recorded an overall $155.3 million gain on financial instruments for the year ended 31 December 2015 (2014: $175.2 million gain).
A $177.9 million realised gain was made in 2015. This comprised a $162.7 million gain on oil hedges maturing during the year (at an average exercise price of $85/bbl compared to an average Brent price of $52/bbl), combined with a $14.1 million gain on gas hedges and $1.1 million gain on foreign exchange and interest instruments. The total realised gain of $177.9 million was partially offset by a $22.6 million negative revaluation of instruments as at 31 December 2015. This revaluation resulted from a negative revaluation of oil hedges of $56.7 million, partly offset by a positive revaluation of gas and other hedges of $33.4 million and $0.7 million, respectively. This fair value accounting for financial instruments by its nature leads to volatility in the results due to the impact of revaluing the financial instruments at the end of each reporting period. The $56.7 million negative revaluation of oil hedges was due to the realisation of hedged oil volumes during the year i.e. the transfer of previously unrealised gains to realised gains, partially offset by an increase in the value of the remaining oil hedges at the end of 2015 based on the decrease in the Brent oil forward curve ($70/bbl average to the end of Q2 2017 as at Dec 2014 vs $42/bbl average as at Dec 2015).
The positive revaluation of gas hedges mainly related to an increase in the value of remaining gas hedges at the end of 2015 based on the decrease in the gas forward curve, offset partly by the realisation of hedged gas volumes during the year.
As of 1 January 2016 the Company's commodity hedges were valued at $127 million, $69 million for oil hedges and $58 million for gas hedges based on valuations relative to the respective oil and gas forward curves.
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| FINANCE COSTS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Finance costs increased to $40.3 million in 2015 (2014: $32.1 million). This rise is attributable to a full year of interest costs on the senior unsecured notes in 2015, compared to only six months in 2014, partly offset by a decrease in RBL bank interest resulting from a significant deleveraging of the business in the second half of the year. Net drawn bank debt reduced from $481 million at 31 December 2014 to $365 million at 31 December 2015.
Accretion costs increased by $3.4 million compared to 2014 following inclusion of a full year of decommissioning liabilities associated with the Summit Assets.
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| TAXATION | |||||||||||||||
No UK tax anticipated to be payable prior to 2020 |
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A tax credit of $205.4 million was recognised in the twelve months ended 31 December 2015 (2014: $307.9 million credit). Included in the credit relating to UK and Norway taxation of $248.2 million is a $73.9 million credit relating to the UK Ring Fence Expenditure Supplement and $55.5 million in respect of additional capital allowances recognised in relation to Stella for expenditure incurred by Ithaca but paid by Petrofac (refer to note 25 in the 2015 Consolidated Financial Statements).
This UK and Norway credit is offset by a deferred tax charge of $40.3 million relating to reductions in the Supplementary Charge and Petroleum Revenue Tax ("PRT") rates enacted in the period. The UK government announced in its March 2015 budget that the effective rate of corporate income tax on oil and gas companies would be reduced from 62% to 50% with effect from 1 January 2015. The reduction was enacted on 30 March 2015. This resulted in a charge of $50.9 million relating to deferred Corporation Tax, partially offset by a credit of $10.6 million relating to the impact of a reduction in the Petroleum Revenue Tax ("PRT") rate from 50% to 35% on the deferred PRT liability in the balance sheet.
As a result of the above factors, the loss before tax of $326.4 million is reduced to a loss after tax of $121.0 million (2014: $24.5 million loss) and absent the impact of the change in tax rates would reduce further to $80.7 million.
It was announced in the UK Budget on 16 March 2016 that the Supplementary Charge in respect of ring fence trades ("SCT") will be reduced from 20% to 10% with effect from 1st January 2016. This will reduce the Company's future SCT charge accordingly. The impact of the 10% reduction in the Supplementary Charge will reduce the net deferred tax assets by approximately $87 million.
Further the rate of Petroleum Revenue Tax ("PRT") is to be reduced for chargeable periods beginning on or after 1 January 2016 from 35% to 0%. This will eliminate the Company's future PRT tax charge from 1 January 2016. If the deferred PRT liability as at 31/12/2015 was re-measured at the new PRT rate this would lead to a reduction in the net deferred PRT liability of $22 million.
An immediate cash benefit of $3-$5 million per annum will be realised from the effective removal of PRT on the Wytch Farm field while the SCT cash benefits will be realised following utilisation of the UK tax allowances pool. The non-cash charge of $65 million associated with both tax rate changes will impact the financial statements in 2016 once the rate change has been enacted. |
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| CAPITAL INVESTMENTS | ||||||||||
2015 capital investment programme primarily focused on GSA development activities |
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Capital additions to development and production ("D&P") assets totalled $141.3 million in 2015. These additions related primarily to activities associated with the GSA development, being completion of the Stella drilling campaign in April 2015 and subsea infrastructure installation operations (as described above), as well as completion of the Ythan field development in the first half of the year.
Capital additions to E&E assets in 2015 were $30.3 million relating largely to drilling of the Snømus prospect in Norway, the costs of which were reimbursed upon completion of the sale of the Norwegian operations to MOL Plc.
Total capital expenditure in 2015 excluding Norway, capitalised interest costs and non-cash additions relating to decommissioning was approximately $117 million.
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*Working capital being total current assets less trade and other payables
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| As at 31 December 2015 Ithaca had a net working capital balance of $107.2 million, including an unrestricted cash balance of $11.5 million invested in money market deposit accounts with BNP Paribas. Substantially all of the accounts receivable are current, being defined as less than 90 days. The Company regularly monitors all receivable balances outstanding in excess of 90 days. No credit loss has historically been experienced in the collection of accounts receivable. First Oil Expro Limited ("First Oil") went into administration post year end with a net amount owing to Ithaca at the year end of $0.5 million. This relates to costs incurred after cessation of production from the Anglia field. These costs are expected to be recovered from funds put in place by First Oil to a Trustee in respect of decommissioning of the field.
Working capital movements are driven by the timing of receipts and payments of balances and fluctuate in any given quarter. A significant proportion of Ithaca's accounts receivable balance is with customers and co-venturers in the oil and gas industry and is subject to normal joint venture/industry credit risks.
Net working capital has increased over the twelve month period to 31 December 2015 mainly as a result of increased settlement of payables associated with the on-going GSA development programme. Trade and other payables were particularly high at year-end 2014 compared to the end of 2015 due to drilling activity on both the Stella and Ythan fields. This was partially offset by a reduction in trade and other receivables, with the clearing of the Norwegian tax asset upon divestment of the Norwegian operations during the year combined with a reduction in the financial instrument asset values as a result of realisations during 2015. |
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| CAPITAL RESOURCES |
Bank debt facilities simplified and extended in 2015. Net debt reduced to $665 million at end 2015 |
| DEBT FACILITIES At 31 December 2015 Ithaca had two UK bank debt facilities, being the $575 million senior RBL Facility and the $75 million junior RBL Facility, both due September 2018. Following the October 2015 redetermination the Company's available bank debt capacity was set at $515 million (out of the total $650 million of RBL facilities), reflecting the lower future commodity price assumptions adopted by the banking syndicate during its review (further information is provided in the "Corporate Activities" section above). The Company also had $300 million senior unsecured notes, due July 2019. At 31 December 2015 the Company had unused and available UK bank debt facilities, including cash on deposit, totalling approximately $150 million, with approximately $377 million drawn under the RBL facility.
The Company's bank debt facilities are expected to be sufficient to ensure that adequate financial resources are available to cover anticipated future commitments when combined with existing cash balances and forecast cashflow from operations. As noted above, the bank debt facilities are subject to semi-annual redeterminations of available debt capacity using forward looking assumptions, of which future oil and gas prices are a key component. Movements in forecast commodity prices can therefore have a significant impact on available debt capacity and limit the Company's ability to borrow.
The Company was in compliance with all its relevant financial and operating covenants during the year. The key covenants in the senior and junior RBL facilities are: · A corporate cashflow projection showing total sources of funds must exceed total forecast uses of funds for the later of the following 12 months or until forecast first oil from the Stella field. · The ratio of the net present value of cashflows secured under the RBL for the economic life of the fields to the amount drawn under the facility must not fall below 1.15:1. · The ratio of the net present value of cashflows secured under the RBL for the life of the debt facility to the amount drawn under the facility must not fall below 1.05:1.
There are no financial maintenance covenant tests associated with the senior notes.
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Norwegian tax refund facility repaid and retired |
| NORWEGIAN TAX REFUND FACILITY Following completion of the transaction with MOL Plc for the sale of the Company's Norwegian business on 8 July 2015, the Company's NOK 600 million Norwegian tax refund facility was fully repaid and retired. |
2015 cashflow evolution |
| 2015 CASHFLOW MOVEMENTS During the twelve months ended 31 December 2015 there was a cash outflow from operating, investing and financing activities of approximately $7.8 million (2014 outflow of $44.1 million). |
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Cashflow from operations Cash generated from operating activities was $240.0 million. Revenues from the producing portfolio of assets were bolstered by the substantial hedging programme in place while operating costs reduced by over 50% in the year.
Cashflow from financing activities Cash used in financing activities was $54.1 million, largely due to repayments of the debt facilities during the year ($81.3 million) combined with interest and bank charges on the RBL and Senior Notes ($38.5 million), partially offset by the $66.1 million equity investment in the Company completed in October 2015.
Cashflow from investing activities Cash used in investing activities was $134.8 million, primarily associated with further capital expenditure on the GSA development (including capitalised interest), together with Ythan well costs.
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| COMMITMENTS | ||||||||||||||||||||
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The Company's commitments relate primarily to completion of the capital investment programme on the GSA development. Given the highly advanced status of the development, these commitments are relatively modest and are forecast to be funded from the operating cashflows of the business. |
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| All financial instruments are initially measured in the balance sheet at fair value. Subsequent measurement of the financial instruments is based on their classification. The Company has classified each financial instrument into one of these categories:
The classification of all financial instruments is the same at inception and at 31 December 2015.
The table below presents the total gain / (loss) on financial instruments that has been disclosed through the statement of comprehensive income. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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COMMODITIES The following table summarises the commodity hedges in place at the end of the year.
* Exposure to increase in oil price capped at $102 / bbl
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| FOREIGN EXCHANGE The Company enters into forward contracts as a means of hedging its exposure to foreign exchange rate risks. As at the end of the year, the Company had £3.2 million per month hedged at a forward rate of $1.48 : £1 for the period January to December 2016.
INTEREST RATES The Company enters into interest rate swaps as a means of hedging its exposure to interest rate risks on the loan facilities. As at the end of the year, the Company had hedged interest payments on $50 million of drawn debt at 1.24% for the period January to December 2016.
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| Q4 2015 FINANCIAL RESULTS |
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| Average realised oil prices in Q4 2015 were $45/bbl or 42% lower than the corresponding period in 2014 as a consequence the fall in Brent prices. While this significant decrease had a major impact on sales revenue, the fall from $88.9 million in Q4 2014 to $35.3 million in Q4 2015 was also attributable to a 31% reduction in sales volumes. Sales volumes were substantially down in the period due to the timing of Cook and Wytch Farm liftings as well as the absence of Athena and Anglia liftings, which as previously noted have been accounted for against the onerous contract provision recorded in Q4 2014, more than offsetting the increase in liftings from the Ythan field. Gas volumes, which accounted for only approximately 3% of total revenue in the period, were up marginally (3%) on the same period in 2014, although this was more than offset by lower realised prices ($19/boe in Q4 2015 compared to $28/boe in Q4 2014).
Cost of sales decreased to $47.7 million in Q4 2015 (Q4 2014: $126.3 million) with significant reductions in operating costs, DD&A and movements in oil and gas inventory.
The main drivers behind the $35.7 million decrease in operating costs to $23.1 million were: (i) the aforementioned exclusion of Athena and Anglia operating costs; (ii) absence of Beatrice and Jacky costs subsequent to re-transfer to Talisman in Q1 2015; and, (iii) supply chain cost reductions across the portfolio. The above resulted in Q4 2015 operating costs of $24/boe compared to $54/boe in Q4 2014.
DD&A decreased significantly from $45.8 million in Q4 2014 to $27.0 million in Q4 2015. This reduction was mainly attributable to a different contributing field mix, notably the exclusion of the Beatrice and Jacky fields. The blended unit DD&A rate has been further reduced by the impairment write downs booked in 2014 as a consequence of the change in oil price environment. The blended rate for the quarter decreased from $42/boe in Q4 2014 to $26/boe in Q4 2015.
Movement in inventory was a credit of $2.4 million compared to a charge of $21.7 million in Q4 2014. As noted above, movements in oil inventory arise due to differences between barrels produced and sold combined with changes in the valuation of the barrels held as inventory. In Q4 2015 fewer barrels of oil were sold (827kbbl) than produced (963kbbl), mainly as a result of the timing of Cook and Wytch Farm field liftings. This underlift more than offset the reduction in value of oil inventory over the quarter across all fields as a result of the fall in oil price. In Q4 2014 a significant reduction in the valuation of oil inventory combined with an excess of sales volumes over production volumes to produce a charge of $21.7 million.
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| QUARTERLY RESULTS SUMMARY | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 12 Based on weighted average number of shares
The most significant factors to have affected the Company's results during the above quarters, other than transactions such as the acquisition of the Summit Asset, are fluctuations in underlying commodity prices and movement in production volumes. The Company has utilised forward sales contracts and foreign exchange contracts to take advantage of higher commodity prices and beneficial exchange rates while reducing the exposure to volatility. These contracts can cause volatility in profit after tax as a result of unrealised gains and losses due to movements in the oil price and USD: GBP exchange rate. In addition, the significant reduction in underlying commodity prices resulted in impairment write downs in Q4 2014 and Q4 2015 as noted above.
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| OUTSTANDING SHARE INFORMATION | ||||||||
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| The Company's common shares are traded on the Toronto Stock Exchange ("TSX") in Canada under the symbol "IAE" and on the Alternative Investment Market ("AIM") in the United Kingdom under the symbol "IAE". As at 31 December 2015 Ithaca had 411,384,045 common shares outstanding along with 19,216,206 options outstanding to employees and directors to acquire common shares.
In 2015 the Company's Board of Directors granted 950,000 options at a weighted average exercise price of C$1.04. Each of the options granted may be exercised over a period of four years from the grant date. One third of the options will vest at the end of each of the first, second and third years from the effective date of grant. | ||||||||
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(1) Represents the TSX close price (CAD$0.57) on 31 December 2015. US$:CAD$ 0.72 on 31 December 2015 |
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| CONSOLIDATION |
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| The consolidated financial statements of the Company and the financial data contained in this management's discussion and analysis ("MD&A") are prepared in accordance with IFRS.
The consolidated financial statements include the accounts of Ithaca and its wholly‐owned subsidiaries, listed below, and its associates FPU Services Limited ("FPU") and FPF‐1 Limited ("FPF‐1").
Wholly owned subsidiaries: · Ithaca Energy (Holdings) Limited · Ithaca Energy (UK) Limited · Ithaca Minerals North Sea Limited · Ithaca Energy Holdings (UK) Limited · Ithaca Petroleum Limited · Ithaca Causeway Limited · Ithaca Exploration Limited · Ithaca Alpha (NI) Limited · Ithaca Gamma Limited · Ithaca Epsilon Limited · Ithaca Delta Limited · Ithaca North Sea Limited · Ithaca Petroleum Norge AS* · Ithaca Petroleum Holdings AS · Ithaca Technology AS · Ithaca AS · Ithaca Petroleum EHF · Ithaca SPL Limited · Ithaca SP UK Limited · Ithaca Dorset Limited · Ithaca Pipeline Limited
The consolidated financial statements include, from 31 July 2014 only (being the acquisition date), the consolidated financial statements of the Summit group of companies. All inter‐company transactions and balances have been eliminated on consolidation. A significant portion of the Company's North Sea oil and gas activities are carried out jointly with others. The consolidated financial statements reflect only the Company's proportionate interest in such activities.
* Following the sale of the Company's Norwegian operations in Q2 2015, Ithaca Petroleum Norge AS has been divested and as of Q3 2015, no longer features in the financial results of the Company.
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| CRITICAL ACCOUNTING ESTIMATES |
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| Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These accounting policies are discussed below and are included to aid the reader in assessing the critical accounting policies and practices of the Company and the likelihood of materially different results being reported. Ithaca's management reviews these estimates regularly. The emergence of new information and changed circumstances may result in actual results or changes to estimated amounts that differ materially from current estimates.
The following assessment of significant accounting policies and associated estimates is not meant to be exhaustive. The Company might realize different results from the application of new accounting standards promulgated, from time to time, by various rule-making bodies.
Capitalised costs relating to the exploration and development of oil and gas reserves, along with estimated future capital expenditures required in order to develop proved and probable reserves are depreciated on a unit-of-production basis, by asset, using estimated proved and probable reserves as adjusted for production.
A review is carried out each reporting date for any indication that the carrying value of the Company's D&P and E&E assets may be impaired. For assets where there are such indications, an impairment test is carried out on the Cash Generating Unit ("CGU"). Each CGU is identified in accordance with IAS 36. The Company's CGUs are those assets which generate largely independent cash flows and are normally, but not always, single developments or production areas. The impairment test involves comparing the carrying value with the recoverable value of an asset. The recoverable amount of an asset is determined as the higher of its fair value less costs of disposal and value in use, where the value in use is determined from estimated future net cash flows. Any additional depreciation resulting from the impairment testing is charged to the Statement of Income.
Goodwill is tested annually for impairment and also when circumstances indicate that the carrying value may be at risk of being impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill relates. Where the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised in the Statement of Income. Impairment losses relating to goodwill cannot be reversed in future periods.
Recognition of decommissioning liabilities associated with oil and gas wells are determined using estimated costs discounted based on the estimated life of the asset. In periods following recognition, the liability and associated asset are adjusted for any changes in the estimated amount or timing of the settlement of the obligations. The liability is accreted up to the actual expected cash outlay to perform the abandonment and reclamation. The carrying amounts of the associated assets are depleted using the unit of production method, in accordance with the depreciation policy for development and production assets. Actual costs to retire tangible assets are deducted from the liability as incurred.
All financial instruments are initially recognised at fair value on the balance sheet. The Company's financial instruments consist of cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities, contingent consideration and borrowings. Measurement in subsequent periods is dependent on the classification of the respective financial instrument.
In order to recognise share based payment expense, the Company estimates the fair value of stock options granted using assumptions related to interest rates, expected life of the option, volatility of the underlying security and expected dividend yields. These assumptions may vary over time.
The determination of the Company's income and other tax liabilities / assets requires interpretation of complex laws and regulations. Tax filings are subject to audit and potential reassessment after the lapse of considerable time. Accordingly, the actual income tax liability may differ significantly from that estimated and recorded on the financial statements.
The accrual method of accounting will require management to incorporate certain estimates of revenues, production costs and other costs as at a specific reporting date. In addition, the Company must estimate capital expenditures on capital projects that are in progress or recently completed where actual costs have not been received as of the reporting date. |
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| CONTROL ENVIRONMENT |
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| The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as at 31 December 2015, and concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its annual filings, interim filings and other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and such information is accumulated and communicated to the Company's management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosures.
The Chief Executive Officer and Chief Financial Officer have designed, or have caused such internal controls over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company's financial statements for external purposes in accordance with IFRS including those policies and procedures that:
(a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;
(b) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and
(c) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Company's assets that could have a material effect on the annual financial statements or interim financial statements.
The Chief Executive Officer and Chief Financial Officer performed an assessment of internal control over financial reporting as at 31 December 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and concluded that internal control over financial reporting is effective with no material weaknesses identified.
Based on their inherent limitations, disclosure controls and procedures and internal controls over financial reporting may not prevent or detect misstatements and even those options determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of 31 December 2015, there were no changes in the Company's internal control over financial reporting that occurred during the year ended 31 December 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| CHANGES IN ACCOUNTING POLICIES |
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| New and amended standards and interpretations need to be adopted in the first financial statements issued after their effective date (or date of early adoption). There are no new IFRSs of IFRICs that are effective for the first time for this period that would be expected to have a material impact on the Company.
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| ADDITIONAL INFORMATION |
Non-IFRS Measures |
| "Cashflow from operations" and "cashflow per share" referred to in this MD&A are not prescribed by IFRS. These non-IFRS financial measures do not have any standardised meanings and therefore are unlikely to be comparable to similar measures presented by other companies. The Company uses these measures to help evaluate its performance. As an indicator of the Company's performance, cashflow from operations should not be considered as an alternative to, or more meaningful than, net cash from operating activities as determined in accordance with IFRS. The Company considers cashflow from operations to be a key measure as it demonstrates the Company's underlying ability to generate the cash necessary to fund operations and support activities related to its major assets. Cashflow from operations is determined by adding back changes in non-cash operating working capital to cash from operating activities.
"Net working capital" referred to in this MD&A is not prescribed by IFRS. Net working capital includes total current assets less trade & other payables. Net working capital may not be comparable to other similarly titled measures of other companies, and accordingly Net working capital may not be comparable to measures used by other companies.
"Net debt" referred to in this MD&A is not prescribed by IFRS. The Company uses net drawn debt as a measure to assess its financial position. Net drawn debt includes amounts outstanding under the Company's debt facilities and senior notes, less cash and cash equivalents. Net drawn debt noted above excludes any amounts outstanding under the Norwegian tax rebate facility that was repaid and retired on 8 July 2015. |
Off Balance Sheet Arrangements |
| The Company has certain lease agreements and rig commitments which were entered into in the normal course of operations, all of which are disclosed under the heading "Commitments", above. Leases are treated as either operating leases or finance leases based on the extent to which risks and rewards incidental to ownership lie with the lessor or the lessee under IAS 17. Where appropriate, finance leases are recorded on the balance sheet. As at 31 December 2015, finance lease assets of $30.2 million and related liabilities of $30.3 million are included on the balance sheet. |
Related Party Transactions |
| A director of the Company is a partner of Burstall Winger Zammit LLP who acts as counsel for the Company. The amount of fees paid to Burstall Winger Zammit LLP in 2015 was $0.2 million (2014: $0.2 million). These transactions are in the normal course of business and are conducted on normal commercial terms with consideration comparable to those charged by third parties.
As at 31 December 2015 the Company had loans receivable from FPF-1 Limited and FPU Services Limited, associates of the Company, for $60.8 million and $0.2 million, respectively (31 December 2014: $58.3 million and $Nil, respectively) as a result of the completion of the GSA transactions. |
BOE Presentation |
| The calculation of boe is based on a conversion rate of six thousand cubic feet of natural gas ("mcf") to one barrel of crude oil ("bbl"). The term boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 mcf: 1 bbl, utilising a conversion ratio at 6 mcf: 1 bbl may be misleading as an indication of value. |
Well Test Results |
| Certain well test results disclosed in this MD&A represent short-term results, which may not necessarily be indicative of long-term well performance or ultimate hydrocarbon recovery therefrom. Full pressure transient and well test interpretation analyses have not been completed and as such the flow test results contained in this MD&A should be considered preliminary until such analyses have been completed.
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| RISKS AND UNCERTAINTIES |
| The business of exploring for, developing and producing oil and natural gas reserves is inherently risky. There is substantial risk that the manpower and capital employed will not result in the finding of new reserves in economic quantities. There is a risk that the sale of reserves may be delayed due to processing constraints, lack of pipeline capacity or lack of markets. The Company is dependent upon the production rates and oil price to fund the current development program.
For additional detail regarding the Company's risks and uncertainties, refer to the Company's Annual Information Form for the year ended 31 December 2015, (the "AIF") filed on SEDAR at www.sedar.com. |
Commodity Price Volatility | RISK: The Company's performance is significantly impacted by prevailing oil and natural gas prices, which are primarily driven by supply and demand as well as economic and political factors. MITIGATIONS: To mitigate the risk of fluctuations in oil and gas prices, the Company routinely executes commodity price derivatives, predominantly in relation to oil production, as a means of establishing a floor in realised prices. |
Foreign Exchange Risk | RISK: The Company is exposed to financial risks including financial market volatility and fluctuation in various foreign exchange rates. MITIGATIONS: Given the proportion of development capital expenditure and operating costs incurred in currencies other than the US Dollar, the Company routinely executes hedges to mitigate foreign exchange rate risk on committed expenditure and/or draws debt in pounds sterling to settle sterling costs which will be repaid from surplus sterling generated revenues derived from Stella gas sales. |
Interest Rate Risk | RISK: The Company is exposed to fluctuation in interest rates, particularly in relation to the debt facilities entered into. MITIGATIONS: To mitigate the fluctuations in interest rates, the Company routinely reviews the associated cost exposure and periodically executes hedges to lock in interest rates. |
Debt Facility Risk | RISK: The Company is exposed to borrowing risks relating to drawdown of its debt facilities (the "Facilities"). The available debt capacity and ability to drawdown on the Facilities is based on the Company meeting certain covenants including coverage ratio tests, liquidity tests and development funding tests. The available debt capacity is redetermined semi-annually, using a detailed economic model of the Company and forward looking assumptions of which future oil and gas prices, costs and production profiles are key components. Movements in any component, including movements in forecast commodity prices can therefore have a significant impact on available debt capacity and limit the Company's ability to borrow. There can be no assurance that the Company will satisfy such tests in the future in order to have access to adequate Facilities. The Facilities include covenants which restrict, among other things, the Company's ability to incur additional debt or dispose of assets. As is standard to a credit facility, the Company's and Ithaca Energy (UK) Limited's assets have been pledged as collateral and are subject to foreclosure in the event the Company or Ithaca Energy (UK) Limited defaults on the Facilities. MITIGATIONS: The financial tests necessary to draw down upon the Facilities needed were met during the period. The Company routinely produces detailed cashflow forecasts to monitor its compliance with the financial and liquidity tests of the Facilities and maintain the ability to execute proactive debt positive actions such as additional commodity hedging. |
Financing Risk | RISK: To the extent cashflow from operations and the Facilities' resources are ever deemed not adequate to fund Ithaca's cash requirements, external financing may be required. Lack of timely access to such additional financing, or access on unfavourable terms, could limit Ithaca's ability to make the necessary capital investments to maintain or expand its current business and to make necessary principal payments under the Facilities may be impaired. A failure to access adequate capital to continue its expenditure program may require that the Company meet any liquidity shortfalls through the selected divestment of all or a portion of its portfolio or result in delays to existing development programs. MITIGATIONS: The Company has established a business plan and routinely monitors its detailed cashflow forecasts and liquidity requirements to ensure it will continue to be fully funded. The Company believes that there are no circumstances that exist at present which require forced divestments, significant value destroying delays to existing programs or will likely lead to critical defaults relating to the Facilities. |
Third Party Credit Risk | RISK: The Company is and may in the future be exposed to third party credit risk through its contractual arrangements with its current and future joint venture partners, marketers of its petroleum production and other parties. The Company extends unsecured credit to these and certain other parties, and therefore, the collection of any receivables may be affected by changes in the economic environment or other conditions affecting such parties. MITIGATIONS: Where appropriate, a cash call process is implemented with partners to cover high levels of anticipated capital expenditure thereby reducing any third party credit risk. The majority of the Company's oil production is sold, depending on the field, to either Shell Trading International Ltd or BP Oil International Limited. Gas production is sold through contracts with RWE NPower PLC, Hartree Partners Power and Gas Company (UK) Limited, Shell UK Ltd. and Esso Exploration & Production UK Ltd. Each of these parties has historically demonstrated their ability to pay amounts owing to Ithaca. |
Property Risk | RISK: The Company's properties will be generally held in the form of licenses, concessions, permits and regulatory consents ("Authorisations"). The Company's activities are dependent upon the grant and maintenance of appropriate Authorisations, which may not be granted; may be made subject to limitations which, if not met, will result in the termination or withdrawal of the Authorisation; or may be otherwise withdrawn. Also, in the majority of its licenses, the Company is a joint interest-holder with other third parties over which it has no control. An Authorisation may be revoked by the relevant regulatory authority if the other interest-holder is no longer deemed to be financially credible. There can be no assurance that any of the obligations required to maintain each Authorisation will be met. Although the Company believes that the Authorisations will be renewed following expiry or granted (as the case may be), there can be no assurance that such authorisations will be renewed or granted or as to the terms of such renewals or grants. The termination or expiration of the Company's Authorisations may have a material adverse effect on the Company's results of operations and business. MITIGATIONS: The Company has routine ongoing communications with the UK oil and gas regulatory body, the Department of Energy and Climate Change ("DECC") as well as Norwegian authorities. Regular communication allows all parties to an Authorisation to be fully informed as to the status of any Authorisation and ensures the Company remains updated regarding fulfilment of any applicable requirements. |
Operational Risk | RISK: The Company is subject to the risks associated with owning oil and natural gas properties, including environmental risks associated with air, land and water. All of the Company's operations are conducted offshore on the United Kingdom Continental Shelf and as such, Ithaca is exposed to operational risk associated with weather delays that can result in a material delay in project execution. Third parties operate some of the assets in which the Company has interests. As a result, the Company may have limited ability to exercise influence over the operations of these assets and their associated costs. The success and timing of these activities may be outside the Company's control. There are numerous uncertainties in estimating the Company's reserve base due to the complexities in estimating the magnitude and timing of future production, revenue, expenses and capital. MITIGATIONS: The Company acts at all times as a reasonable and prudent operator and has non-operated interests in assets where the designated operator is required to act in the same manner. The Company takes out market insurance to mitigate many of these operational, construction and environmental risks. The Company uses experienced service providers for the completion of work programmes. The Company uses the services of Sproule International Limited ("Sproule") to independently assess the Company's reserves on an annual basis. |
Development Risk | RISK: The Company is executing development projects to produce reserves in off shore locations. These projects are long term, capital intensive developments. Development of these hydrocarbon reserves involves an array of complex and lengthy activities. As a consequence, these projects, among other things, are exposed to the volatility of oil and gas prices and costs. In addition, projects executed with partners and co-venturers reduce the ability of the Company to fully mitigate all risks associated with these development activities. Delays in the achievement of production start-up may adversely affect timing of cash flow and the achievement of short-term targets of production growth. MITIGATIONS: The Company places emphasis on ensuring it attracts and engages with high quality suppliers, subcontractors and partners to enable it to achieve successful project execution. The Company seeks to obtain optimal contractual agreements, including using turnkey and lump sum incentivised contracts where appropriate, when undertaking major project developments so as to limit its financial exposure to the risks associated with project execution. |
Competition Risk | RISK: In all areas of the Company's business, there is competition with entities that may have greater technical and financial resources. MITIGATIONS: The Company places appropriate emphasis on ensuring it attracts and retains high quality resources and sufficient financial resources to enable it to maintain its competitive position. |
Weather Risk | RISK: In connection with the Company's offshore operations being conducted in the North Sea, the Company is especially vulnerable to extreme weather conditions. Delays and additional costs which result from extreme weather can result in cost overruns, delays and, ultimately, in certain operations becoming uneconomic. MITIGATIONS: The Company takes potential delays as a result of adverse weather conditions into consideration in preparing budgets and forecasts and seeks to include an appropriate buffer in its all estimates of costs, which could be adversely affected by weather. |
Reputation Risk | RISK: In the event a major offshore incident were to occur in respect of a property in which the Company has an interest, the Company's reputation could be severely harmed MITIGATIONS: The Company's operational activities are conducted in accordance with approved policies, standards and procedures, which are then passed on to the Company's subcontractors. In addition, Ithaca regularly audits its operations to ensure compliance with established policies, standards and procedures. |
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| FORWARD-LOOKING INFORMATION |
Forward-Looking Information Advisories |
| This MD&A and any documents incorporated by reference herein contain certain forward-looking statements and forward-looking information which are based on the Company's internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, including, among other things, assumptions with respect to production, future capital expenditures, future acquisitions and dispositions and cash flow. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. The use of any of the words "forecasts", "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe", "could", "scheduled", "targeted", "approximately" and similar expressions are intended to identify forward-looking statements and forward-looking information. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements or information. The Company believes that the expectations reflected in those forward-looking statements and information are reasonable but no assurance can be given that these expectations, or the assumptions underlying these expectations, will prove to be correct and such forward-looking statements and information included in this MD&A and any documents incorporated by reference herein should not be unduly relied upon. Such forward-looking statements and information speak only as of the date of this MD&A and any documents incorporated by reference herein and the Company does not undertake any obligation to publicly update or revise any forward-looking statements or information, except as required by applicable laws.
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| In particular, this MD&A and any documents incorporated by reference herein, contains specific forward-looking statements and information pertaining to the following: · The quality of and future net revenues from the Company's reserves; · Oil, natural gas liquids ("NGLs") and natural gas production levels; · Commodity prices, foreign currency exchange rates and interest rates; · Capital expenditure programs and other expenditures; · Future operating costs; · The sale, farming in, farming out or development of certain exploration properties using third party resources; · Supply and demand for oil, NGLs and natural gas; · The Company's ability to raise capital and the potential sources thereof; · The continued availability of the Facilities; · Funding requirements prior to Stella start up; · Expected future net debt; · The timing of Stella sail-away and first hydrocarbons; · Stella production ramp up time following first hydrocarbons; · The Company's acquisition and disposition strategy, the criteria to be considered in connection therewith and the benefits to be derived therefrom; · The realisation of anticipated benefits from acquisitions and dispositions; · The Company's ability to continually add to reserves; · Schedules and timing of certain projects and the Company's strategy for growth; · The Company's future operating and financial results; · The ability of the Company to optimise operations and reduce operational expenditures; · Treatment under governmental and other regulatory regimes and tax, environmental and other laws; · Production rates; · The ability of the Company to continue operating in the face of inclement weather; · Targeted production levels; and · Timing and cost of the development of the Company's reserves; · Estimates of production volumes and reserves in connection with acquisitions and certain projects
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| With respect to forward-looking statements contained in this MD&A and any documents incorporated by reference herein, the Company has made assumptions regarding, among other things: · Ithaca's ability to obtain additional drilling rigs and other equipment in a timely manner, as required; · Access to third party hosts and associated pipelines can be negotiated and accessed within the expected timeframe; · FDP approval and operational construction and development, both by the Company and its business partners, is obtained within expected timeframes; · The Company's development plan for its properties will be implemented as planned; · The Company's ability to keep operating during periods of harsh weather; · Reserves volumes assigned to Ithaca's properties; · Ability to recover reserves volumes assigned to Ithaca's properties; · Revenues do not decrease significantly below anticipated levels and operating costs do not increase significantly above anticipated levels; · Future oil, NGLs and natural gas production levels from Ithaca's properties and the prices obtained from the sales of such production; · The level of future capital expenditure required to exploit and develop reserves; · Ithaca's ability to obtain financing on acceptable terms, in particular, the Company's ability to access the Facilities; · The continued ability of the Company to collect amounts receivable from third parties who Ithaca has provided credit to; · Ithaca's reliance on partners and their ability to meet commitments under relevant agreements; and, · The state of the debt and equity markets in the current economic environment.
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| The Company's actual results could differ materially from those anticipated in these forward-looking statements and information as a result of assumptions proving inaccurate and of both known and unknown risks, including the risk factors set forth in this MD&A and under the heading "Risk Factors" in the AIF and the documents incorporated by reference herein, and those set forth below: · Risks associated with the exploration for and development of oil and natural gas reserves in the North Sea; · Risks associated with offshore development and production including risks of inclement weather and the unavailability of transport facilities; · Operational risks and liabilities that are not covered by insurance; · Volatility in market prices for oil, NGLs and natural gas; · The ability of the Company to fund its substantial capital requirements and operations and the terms of such funding; · Risks associated with ensuring title to the Company's properties; · Changes in environmental, health and safety or other legislation applicable to the Company's operations, and the Company's ability to comply with current and future environmental, health and safety and other laws; · The accuracy of oil and gas reserve estimates and estimated production levels as they are affected by the Company's exploration and development drilling and estimated decline rates; · The Company's success at acquisition, exploration, exploitation and development of reserves; · Risks associated with realisation of anticipated benefits of acquisitions and dispositions; · Risks related to changes to government policy with regard to offshore drilling; · The Company's reliance on key operational and management personnel; · The ability of the Company to obtain and maintain all of its required permits and licenses; · Competition for, among other things, capital, drilling equipment, acquisitions of reserves, undeveloped lands and skilled personnel; · Changes in general economic, market and business conditions in Canada, North America, the United Kingdom, Europe and worldwide; · Actions by governmental or regulatory authorities including changes in income tax laws or changes in tax laws, royalty rates and incentive programs relating to the oil and gas industry including any increase in UK or Norwegian taxes; · Adverse regulatory or court rulings, orders and decisions; and, · Risks associated with the nature of the common shares.
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Additional Reader Advisories |
| The information in this MD&A is provided as of 21 March 2016. The 2015 results have been compared to the results of 2014. This MD&A should be read in conjunction with the Company's audited consolidated financial statements as at 31 December 2015 and 2014 together with the accompanying notes and Annual Information Form ("AIF") for the year ended 31 December 2015. These documents, and additional information regarding Ithaca, are available electronically from the Company's website (www.ithacaenergy.com) or SEDAR profile at www.sedar.com. |
Reserves Disclosure Advisories |
| With respect to Ithaca's reserves disclosure, the figures are derived from a report prepared by Sproule, an independent qualified reserves evaluator, evaluating the reserves of Ithaca as of 31 December 2015 and forming the basis for the Statement of Reserves Data and Other Oil and Gas information of Ithaca dated 22 March 2016 (the "Statement").
The reserves estimates of Ithaca are based on the Canadian Oil and Gas Evaluation Handbook ("COGEH") pursuant to Canadian Securities Administrators' National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities, with references to oil referring to medium quality oil.
If a discovery is made, there is no certainty that it will be developed, or if it is developed, there is no certainty as to the timing of such development or the benefits (if any), which may flow to the Company. Cashflow from operations includes the impact of executed hedges and does not include non-cash items such as DD&A, revaluation of financial instruments, impairments of fixed assets and movements in goodwill, which may have a significant impact on the Company's results.
Statements relating to reserves are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future.
The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation. |
General Information
Directors
Jack C. Lee (Chairman)
Les Thomas (Chief Executive)
Frank Wormsbecker
Jay Zammit
Ron Brenneman
Brad Hurtubise
Alec Carstairs
Joseph Asaf Bartfeld
Yosef Abu
Company Secretary
Pinsent Masons Secretarial Limited
1 Park Row
Leeds
LS1 5AB
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
32 Albyn Place
Aberdeen
AB10 1YL
Bankers
BNP Paribas
London Office
40 Harewood Avenue
London
NW1 6AA
Solicitors
Pinsent Masons
13 Queen's Road
Aberdeen
AB15 4YL
Registered Office
1600, 333 - 7th Avenue S.W.
Calgary
Alberta
Canada
T2P 2Z1
Independent Auditors' Report
To the Shareholders of Ithaca Energy Inc. |
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We have audited the accompanying consolidated financial statements of Ithaca Energy Inc. and its subsidiaries, which comprise the consolidated Statement of Financial Position as at 31 December 2015 and 31 December 2014, the Consolidated Statement of Income, the Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flow for the years then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information. | ||||||||||||||
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Management's responsibility for the consolidated financial statements |
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Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. | ||||||||||||||
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Auditor's responsibility |
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Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. | ||||||||||||||
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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. | ||||||||||||||
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We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. | ||||||||||||||
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Opinion |
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In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Ithaca Energy Inc. and its subsidiaries as at 31 December 2015 and 31 December 2014 and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards. | ||||||||||||||
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Chartered Accountants |
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"PricewaterhouseCoopers LLP" |
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PricewaterhouseCoopers LLP |
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32 Albyn Place |
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Aberdeen |
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AB10 1YL |
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21 March 2016 |
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Consolidated Statement of Income |
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For the year ended 31 December 2015 |
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| 2015 | 2014 | |||||
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| Note |
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| US$'000 | US$'000 | ||||
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Revenue |
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| 5 |
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| 206,975 | 378,593 | |||||
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Operating costs |
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| (106,468) | (220,806) | |||||
Oil purchases |
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| - | (1,087) | |||||
Movement in oil and gas inventory |
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| (6,030) | (14,640) | |||||||
Depletion, depreciation and amortisation |
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| (120,230) | (167,378) | ||||||||
Cost of sales |
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| (232,728) | (403,911) | |||||
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Gross Loss |
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| (25,753) | (25,318) | |||||
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Exploration and evaluation expenses |
| 10 |
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| (30,522) | (7,105) | ||||||||
Gain on asset disposal |
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| 31 |
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| 26,600 | 3,030 | |||||
Gain on financial instruments |
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| 27 |
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| 155,326 | 175,246 | |||||||
Impairment of oil & gas assets & onerous contracts | 13 |
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| (386,679) | (441,457) | ||||||||
Impairment of goodwill |
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| 13 |
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| (13,604) | - | |||||
Total administrative expenses |
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| 6 |
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| (9,935) | (13,937) | ||||||
Foreign exchange |
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| (1,670) | 8,405 | ||||||
Finance costs |
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| 7 |
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| (40,254) | (32,071) | |||||
Interest income |
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| 74 | 731 | |||||
Loss Before Tax |
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| (326,417) | (332,476) | ||||||
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Taxation |
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| 25 |
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| 205,412 | 307,941 | |||||
Loss for the year |
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| (121,005) | (24,535) | ||||||
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Earnings per share (US$ per share) |
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Basic |
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| 24 |
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| (0.35) | (0.07) | ||||
Diluted |
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| 24 |
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| (0.35) | (0.07) | ||||
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No separate statement of comprehensive income has been prepared as all such gains and losses have been incorporated in the consolidated statement of income above. | ||||||||||||||
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The accompanying notes are an integral part of the financial statements. |
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Consolidated Statement of Financial Position |
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as at 31 December 2015 |
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Note | 2015 US$'000 | 2014 US$'000 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
| 11,543 | 19,381 |
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Accounts receivable | 8 | 223,006 | 266,747 |
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Deposits, prepaid expenses and other |
| 743 | 1,140 |
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Inventory | 9 | 20,900 | 27,481 |
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Derivative financial instruments | 28 | 126,887 | 150,760 |
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| 383,079 | 465,509 |
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Non-current assets |
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Long-term receivable | 30 | 61,052 | 58,338 |
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Long-term Norwegian tax receivable | 8 | - | 7,032 |
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Long-term inventory | 9 | 7,908 | 8,126 |
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Investment in associate | 14 | 18,337 | 18,337 |
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Exploration and evaluation assets | 10 | 11,223 | 89,844 |
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Property, plant & equipment | 11 | 1,102,046 | 1,435,209 |
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Deferred tax assets | 25 | 355,726 | 139,266 |
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Goodwill | 12 | 123,510 | 137,114 |
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| 1,679,802 | 1,893,266 |
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Total assets |
| 2,062,881 | 2,358,775 |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Trade and other payables | 16 | (275,907) | (392,131) |
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Exploration obligations | 17 | (4,000) | (5,431) |
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Onerous contracts | 13 | - | (21,635) |
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Contingent consideration | 21 | (4,000) | - |
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| (283,907) | (419,197) |
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Non-current liabilities |
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Borrowings | 15 | (666,130) | (784,859) |
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Decommissioning liabilities | 18 | (226,915) | (213,105) |
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Other long term liabilities | 19 | (92,543) | (92,020) |
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Contingent consideration | 21 | - | (4,000) |
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Derivative financial instruments | 28 | (197) | (587) |
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| (985,785) | (1,094,571) |
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Net Assets |
| 793,189 | 845,007 |
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Equity |
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Share capital | 22 | 617,375 | 551,632 |
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Share based payment reserve | 23 | 22,678 | 19,234 |
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Retained earnings | 22 | 153,136 | 274,141 |
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Total Equity |
| 793,189 | 845,007 |
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The financial statements were approved by the Board of Directors on 21 March 2016 and signed on its behalf by: |
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"Les Thomas" |
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Director |
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"Alec Carstairs" |
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Director |
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The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2015 |
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| Share capital | Share based payment reserve | Retained earnings
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| US$'000 | US$'000 | US$'000 | US$'000 |
Balance, 1 Jan 2014 | 535,716 | 19,254 | 298,676 | 853,646 |
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Share based payment | - | 6,223 | - | 6,223 |
Options exercised | 15,916 | (6,243) | - | 9,673 |
Loss for the year | - | - | (24,535) | (24,535) |
Balance, 31 December 2014 | 551,632 | 19,234 | 274,141 | 845,007 |
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Balance, 1 Jan 2015 | 551,632 | 19,234 | 274,141 | 845,007 |
Share based payment | - | 3,444 | - | 3,444 |
Shares issued | 65,743 | - | - | 65,743 |
Loss for the year | - | - | (121,005) | (121,005) |
Balance, 31 December 2015 | 617,375 | 22,678 | 153,136 | 793,189 |
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Cash Flow
For the year ended 31 December 2015 |
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The accompanying notes are an integral part of the financial statements.
Notes to the consolidated financial statements |
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1. | NATURE OF OPERATIONS |
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Ithaca Energy Inc. (the "Corporation" or "Ithaca"), incorporated and domiciled in Alberta, Canada on 27 April 2004, is a publicly traded company involved in the development and production of oil and gas in the North Sea. The Corporation's registered office is 1600, 333 - 7th Avenue S.W., Calgary, Alberta, Canada, T2P 2Z1. The Corporation's shares trade on the Toronto Stock Exchange in Canada and the London Stock Exchange's Alternative Investment Market in the United Kingdom under the symbol "IAE". | |||||||||||||
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The consolidated financial statements of Ithaca Energy Inc. for the year ended 31 December 2015 were authorised for issue in accordance with a resolution of the directors on 21 March 2016. | |||||||||||||
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2. | BASIS OF PREPARATION |
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The Corporation prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in accordance with IFRS Interpretations Committee (IFRS IC) interpretations.
The consolidated financial statements have been prepared on a going concern basis using the historical cost convention, except for financial instruments which are measured at fair value. | |||||||||||||
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The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand (US$'000), except when otherwise indicated. | |||||||||||||
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3. | SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATION UNCERTAINTY | ||||||||||||
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Basis of measurement |
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The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities (under IFRS) to fair value, including derivative instruments. | |||||||||||||
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Basis of consolidation |
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The consolidated financial statements of the Corporation include the financial statements of Ithaca Energy Inc. and all wholly-owned subsidiaries as listed per note 30. Ithaca has twenty wholly-owned subsidiaries, four of which were acquired on 31 July 2014 as part of the acquisition of Summit Petroleum Limited ("Summit"). The consolidated financial statements include the Summit group of companies from 31 July 2014 only (being the acquisition date). All inter-company transactions and balances have been eliminated on consolidation. | |||||||||||||
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Subsidiaries are all entities, including structured entities, over which the group has control. The group controls an entity when the group is exposed to or has rights to variable returns from its investments with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated on the date that control ceases. | |||||||||||||
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Business Combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the assets acquired, equity instruments issued and liabilities incurred or assumed at the date of completion of the acquisition. Acquisition costs incurred are expensed and included in administrative expenses. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Corporation's share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the Corporation's share of the net assets acquired, the difference is recognised directly in the statement of income as negative goodwill. | |||||||||||||
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Goodwill |
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Capitalisation |
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Goodwill acquired through business combinations is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised as the fair value of the Corporation's share of the identifiable net assets acquired and liabilities assumed. If this consideration is lower than the fair value of the identifiable assets acquired, the difference is recognised in the statement of income. | |||||||||||||
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Impairment |
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Goodwill is tested annually for impairment and also when circumstances indicate that the carrying value may be at risk of being impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash generating unit ("CGU") to which the goodwill relates. Where the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised in the statement of income. Impairment losses relating to goodwill cannot be reversed in future periods. | |||||||||||||
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Interest in joint operations |
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Under IFRS 11, joint arrangements are those that convey joint control which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. Associates are investments over which the Corporation has significant influence but not control or joint control, and generally holds between 20% and 50% of the voting rights. | |||||||||||||
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Under the equity method, investments are carried at cost plus post-acquisition changes in the Corporation's share of net assets, less any impairment in value in individual investments. The consolidated income statement reflects the Corporation's share of the results and operations after tax and interest. | |||||||||||||
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The Corporation's interest in joint operations (eg exploration and production arrangements) are accounted for by recognising its assets (including its share of assets held jointly), its liabilities (including its share of liabilities incurred jointly), its revenue from the sale of its share of the output arising from the joint operation, its share of revenue from the sale of output by the joint operation and its expenses (including its share of any expenses incurred jointly). | |||||||||||||
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Revenue |
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Oil, gas and condensate revenues associated with the sale of the Corporation's crude oil and natural gas are recognised when title passes to the customer. This generally occurs when the product is physically transferred into a vessel, pipe or other delivery mechanism. Revenues from the production of oil and natural gas properties in which the Corporation has an interest with joint venture partners are recognised on the basis of the Corporation's working interest in those properties (the entitlement method). Differences between the production sold and the Corporation's share of production are recognised within cost of sales at market value. | |||||||||||||
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Interest income is recognised on an accruals basis and is separately recorded on the face of the statement of income. | |||||||||||||
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Foreign currency translation |
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Items included in the financial statements are measured using the currency of the primary economic environment in which the Corporation and its subsidiaries operate (the 'functional currency'). The consolidated financial statements are presented in United States Dollars, which is the Corporation's functional and presentation currency. | |||||||||||||
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of income. | |||||||||||||
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Share based payments |
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The Corporation has a share based payment plan as described in note 22 (c). The expense is recorded in the consolidated statement of income or capitalised for all options granted in the year, with the gross increase recorded in the share based payment reserve. Compensation costs are based on the estimated fair values at the time of the grant and the expense or capitalised amount is recognised over the vesting period of the options. Upon the exercise of the stock options, consideration paid together with the amount previously recognised in share based compensation reserve is recorded as an increase in share capital. In the event that vested options expire unexercised, previously recognised compensation expense associated with such stock options is not reversed. In the event that unvested options are forfeited or expired, previously recognised compensation expense associated with the unvested portion of such stock options is reversed. | |||||||||||||
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Cash and cash equivalents |
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For the purpose of the statement of cash flow, cash and cash equivalents include investments with an original maturity of three months or less. | |||||||||||||
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Financial instruments |
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All financial instruments are initially recognised at fair value on the statement of financial position. The Corporation's financial instruments consist of cash, restricted cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities, contingent consideration and the liability acquired as part of the Beatrice field acquisition. The Corporation classifies its financial instruments into one of the following categories: held-for-trading financial assets and financial liabilities; held-to-maturity investments; loans and receivables; and other financial liabilities. All financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods is dependent on the classification of the respective financial instrument.
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Held-for-trading financial instruments are subsequently measured at fair value with changes in fair value recognised in net earnings. All other categories of financial instruments are measured at amortised cost using the effective interest method. Cash and cash equivalents are classified as held-for-trading and are measured at fair value. Accounts receivable are classified as loans and receivables. Accounts payable, accrued liabilities, certain other long-term liabilities, and long-term debt are classified as other financial liabilities. Although the Corporation does not intend to trade its derivative financial instruments, they are classified as held-for-trading for accounting purposes. | |||||||||||||
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Transaction costs that are directly attributable to the acquisition or issue of a financial asset or liability and original issue discounts on long-term debt have been included in the carrying value of the related financial asset or liability and are amortised to consolidated net earnings over the life of the financial instrument using the effective interest method. | |||||||||||||
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Analyses of the fair values of financial instruments and further details as to how they are measured are provided in notes 27 to 29. |
Inventory |
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Inventories of materials and product inventory supplies are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out method. Current oil and gas inventories are stated at fair value less cost to sell. Non-current oil and gas inventories are stated at historic cost. |
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Oil and gas expenditure - exploration and evaluation assets |
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Capitalisation |
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Pre-acquisition costs on oil and gas assets are recognised in the consolidated statement of income when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and evaluation including technical, administrative and share based payment expenses are capitalised as intangible exploration and evaluation ("E&E") assets. |
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E&E costs are not amortised prior to the conclusion of evaluation activities. At completion of evaluation activities, if technical feasibility is demonstrated and commercial reserves are discovered then, following development sanction, the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, but only after the carrying value is assessed for impairment and where appropriate its carrying value adjusted. If after completion of evaluation activities in an area, it is not possible to determine technical feasibility and commercial viability or if the legal right to explore expires or if the Corporation decides not to continue exploration and evaluation activity, then the costs of such unsuccessful exploration and evaluation are written off to the statement of income in the period the relevant events occur. |
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Impairment |
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The Corporation's oil and gas assets are analysed into CGU for impairment review purposes, with E&E asset impairment testing being performed at a grouped CGU level. The current E&E CGU consists of the Corporation's whole E&E portfolio. E&E assets are reviewed for impairment when circumstances arise which indicate that the carrying value of an E&E asset exceeds the recoverable amount. When reviewing E&E assets for impairment, the combined carrying value of the grouped CGU is compared with the grouped CGU's recoverable amount. The recoverable amount of a grouped CGU is determined as the higher of its fair value less costs to sell and value in use. Impairment losses resulting from an impairment review are written off to the statement of income.
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Oil and gas expenditure - development and production assets |
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Capitalisation |
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Costs of bringing a field into production, including the cost of facilities, wells and sub-sea equipment, direct costs including staff costs and share based payment expense together with E&E assets reclassified in accordance with the above policy, are capitalised as a D&P asset. Normally each individual field development will form an individual D&P asset but there may be cases, such as phased developments, or multiple fields around a single production facility when fields are grouped together to form a single D&P asset.
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Depreciation
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All costs relating to a development are accumulated and not depreciated until the commencement of production. Depreciation is calculated on a unit of production basis based on the proved and probable reserves of the asset. Any re-assessment of reserves affects the depreciation rate prospectively. Significant items of plant and equipment will normally be fully depreciated over the life of the field. However, these items are assessed to consider if their useful lives differ from the expected life of the D&P asset and should this occur a different depreciation rate would be charged. |
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Impairment |
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A review is carried out each reporting date for any indication that the carrying value of the Corporation's D&P assets may be impaired. For D&P assets where there are such indications, an impairment test is carried out on the CGU. Each CGU is identified in accordance with IAS 36. The Corporation's CGUs are those assets which generate largely independent cash flows and are normally, but not always, single developments or production areas. The impairment test involves comparing the carrying value with the recoverable value of an asset. The recoverable amount of an asset is determined as the higher of its fair value less costs to sell and value in use, where the value in use is determined from estimated future net cash flows. Any additional depreciation resulting from the impairment testing is charged to the statement of income. |
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Non oil and natural gas operations |
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Computer and office equipment is recorded at cost and depreciated over its estimated useful life on a straight-line basis over three years. Furniture and fixtures are recorded at cost and depreciated over their estimated useful lives on a straight-line basis over five years. |
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Borrowings |
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All interest-bearing loans and other borrowings with banks are initially recognised at fair value net of directly attributable transaction costs. After initial recognition, interest-bearing loans and other borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, discount or premium. |
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Loan origination fees are capitalised and amortised over the term of the loan. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use of sale. All other borrowing costs are expensed as incurred.
Senior notes are measured at amortised cost.
Decommissioning liabilities
The Corporation records the present value of legal obligations associated with the retirement of long-term tangible assets, such as producing well sites and processing plants, in the period in which they are incurred with a corresponding increase in the carrying amount of the related long-term asset. The obligation generally arises when the asset is installed or the ground/environment is disturbed at the field location. In subsequent periods, the asset is adjusted for any changes in the estimated amount or timing of the settlement of the obligations. The carrying amounts of the associated assets are depleted using the unit of production method, in accordance with the depreciation policy for development and production assets. Actual costs to retire tangible assets are deducted from the liability as incurred.
Onerous Contracts
Onerous contract provisions are recognised where the unavoidable costs of meeting the obligations under a contract exceed the economic benefits expected to be received under it. |
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Contingent consideration |
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Contingent consideration is accounted for as a financial liability and measured at fair value at the date of acquisition with any subsequent remeasurements recognised either in profit or loss or in other comprehensive income in accordance with IAS 39. |
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Taxation |
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Current income tax |
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Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted by the reporting date. |
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Deferred income tax |
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Deferred tax is recognised for all deductible temporary differences and the carry-forward of unused tax losses. Deferred tax assets and liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in rates is included in earnings in the period of the enactment date. Deferred tax assets are recorded in the consolidated financial statements if realisation is considered more likely than not. |
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Deferred tax assets and liabilities are offset only when a legally enforceable right of offset exists and the deferred tax assets and liabilities arose in the same tax jurisdiction.
Petroleum Revenue Tax
In addition to corporate income taxes, the Group's financial statements also include and disclose Petroleum Revenue Tax (PRT) on net income determined from oil and gas production.
PRT is accounted for under IAS 12 since it has the characteristics of an income tax as it is imposed under Government authority and the amount payable is based on taxable profits of the relevant field. Deferred PRT is accounted for on a temporary difference basis. |
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Operating leases |
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Rentals under operating leases are charged to the statement of income on a straight line basis over the period of the lease. |
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Finance leases |
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Finance leases that transfer substantially all the risks and benefits incidental to ownership of the leased item to the Corporation, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the income statement. A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Corporation will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. |
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Maintenance expenditure |
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Expenditure on major maintenance refits or repairs is capitalised where it enhances the life or performance of an asset above its originally assessed standard of performance; replaces an asset or part of an asset which was separately depreciated and which is then written off, or restores the economic benefits of an asset which has been fully depreciated. All other maintenance expenditure is charged to the statement of income as incurred.
Recent accounting pronouncements
New and amended standards and interpretations need to be adopted in the first financial statements issued after their effective date (or date of early adoption). There are no new IFRSs or IFRICs that are effective for the first time for this period that would be expected to have a material impact on the Corporation.
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Significant accounting judgements and estimation uncertainties |
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The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions regarding certain assets, liabilities, revenues and expenses. Such estimates must often be made based on unsettled transactions and other events and a precise determination of many assets and liabilities is dependent upon future events. Actual results may differ from estimated amounts. |
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The amounts recorded for depletion, depreciation of property and equipment, long-term liability, share based payment, contingent consideration, onerous contract provisions, decommissioning liabilities, derivatives, and deferred taxes are based on estimates. The depreciation charge, any impairment tests and fair value estimates for the purpose of purchase price allocation (business combinations) are based on estimates of proved and probable reserves, production rates, prices, future costs and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be material. Further information on each of these estimates is included within the notes to the financial statements. |
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4. SEGMENTAL REPORTING
The Company operates a single class of business being oil and gas exploration, development and production and related activities in a single geographical area presently being the North Sea.
5. REVENUE
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| 2015 US$'000 | 2014 US$'000 |
Oil sales |
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| 201,055 | 368,274 |
Gas sales |
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| 4,965 | 6,402 |
Condensate sales |
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| 498 | 586 |
Other income |
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| 457 | 3,331 |
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| 206,975 | 378,593 |
6. ADMINISTRATIVE EXPENSES
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| 2015 US$'000 | 2014 US$'000 |
General & administrative |
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| (9,763) | (11,954) |
Share based payment |
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| (172) | (1,983) |
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| (9,935) | (13,937) |
Employee benefit expense |
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| 2015 US$'000 | 2014 US$'000 |
Wages and salaries |
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| (7,821) | (10,186) |
Social security costs |
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| (4,793) | (4,214) |
Share options |
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| (3,444) | (6,223) |
Pension costs |
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| (1,141) | (1,080) |
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| (17,199) | (21,703) |
Staff costs above are recharged to joint venture partners or capitalised to the extent that they are directly attributable to capital projects.
7. FINANCE COSTS
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Bank charges and interest |
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| (7,384) | (12,993) |
Senior notes interest |
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| (15,009) | (7,831) |
Finance lease interest |
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| (1,048) | (415) |
Non-operated asset finance fees |
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| (71) | (160) |
Prepayment interest |
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| (2,059) | (716) |
Loan fee amortisation |
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| (5,591) | (4,232) |
Accretion |
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| (9,092) | (5,724) |
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| (40,254) | (32,071) |
8. ACCOUNTS RECEIVABLE
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Norwegian tax receivable - non-current |
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Norwegian tax receivable - current |
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Trade debtors |
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| 222,010 | 229,248 |
Accrued income |
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| 223,006 | 273,779 |
9. INVENTORY
Current | 2015 US$'000 | 2014 US$'000 |
Crude oil inventory | 18,721 | 25,333 |
Materials inventory | 2,179 | 2,148 |
| 20,900 | 27,481 |
Non-current | 2015 US$'000 | 2014 US$'000 |
Crude oil inventory | 7,908 | 8,126 |
The non-current portion of inventory relates to long term stocks at the Sullom Voe Terminal.
10. EXPLORATION AND EVALUATION ASSETS
| US$'000 |
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At 1 January 2014 | 57,628 |
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Additions | 48,114 |
Transfer from E&E to D&P (note 11) | (1,365) |
Release of exploration obligations | (7,428) |
Write offs/relinquishments | (7,105) |
At 31 December 2014 and 1 January 2015 | 89,844 |
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Additions | 30,263 |
Disposals (note 31) | (44,005) |
Release of exploration obligations | (1,431) |
Write offs/relinquishments | (30,522) |
Impairment (note 13) | (32,926) |
At 31 December 2015 | 11,223 |
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Following completion of geotechnical evaluation activity, certain North Sea licences were declared unsuccessful and certain prospects were declared non-commercial. This resulted in the carrying value of these licences being fully written off to nil with $30.5 million being expensed in the year to 31 December 2015. The majority of these write offs primarily relate to the Norwegian Snomus project ($29.7 million).
The above also includes the release of the exploration obligation provision against expenditure incurred (see note 17).
11. PROPERY, PLANT AND EQUIPMENT
| Development & Production Oil and Gas Assets US$'000 |
Other fixed assets US$'000 | Total US$'000 | |
Cost |
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At 1 January 2014 | 1,743,349 | 3,163 | 1,746,512 | |
Acquisitions | 246,169 | - | 246,169 | |
Additions | 350,186 | 977 | 351,163 | |
Transfers from E&E to D&P (note 10) | 1,365 | - | 1,365 | |
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At 31 December 2014 and 1 January 2015 | 2,341,069 | 4,140 | 2,345,209 | |
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Additions | 141,318 | 717 | 142,035 | |
Disposals | - | (1,451) | (1,451) | |
Release of onerous contract provision | (377) | - | (377) | |
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At 31 December 2015 | 2,482,010 | 3,406 | 2,485,416 | |
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DD&A and Impairment |
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At 1 January 2014 | (320,501) | (2,299) | (322,800) | |
DD&A charge for the period | (166,982) | (396) | (167,378) | |
Impairment charge for the period | (419,822) | - | (419,822) | |
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At 31 December 2014 and 1 January 2015 | (907,305) | (2,695) | (910,000) | |
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DD&A charge for the period | (119,768) | (462) | (120,230) | |
Disposals | - | 613 | 613 | |
Impairment charge for the period (note 13) | (353,753) | - | (353,753) | |
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At 31 December 2015 | (1,380,826) | (2,544) | (1,383,370) | |
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NBV at 31 December 2013 | 1,422,848 | 864 | 1,423,712 | |
NBV at 31 December 2014 | 1,433,764 | 1,445 | 1,435,209 | |
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NBV at 31 December 2015 | 1,101,184 | 862 | 1,102,046 | |
The net book amount of property, plant and equipment includes $30.2million (2014: $32.2 million) in respect of the Pierce FPSO lease held under finance lease.
12. GOODWILL
| 2015 US$'000 | 2014 US$'000 |
Opening balance | 137,114 | 985 |
Addition in the period | - | 136,129 |
Impairments in the period | (13,604) | - |
Closing balance | 123,510 | 137,114 |
As at 31 December 2014, $136.1 million represented a goodwill asset recognised on the acquisition of Summit Petroleum Limited as a result of recognising a $136.9 million deferred tax liability as required under IFRS 3 fair value accounting for business combinations. Absent the deferred tax liability the price paid for the Summit assets equated to the fair value of the assets. $1.0 million represented goodwill recognised on the acquisition of gas assets from GDF in December 2010.
As at 31 December 2015 a non-taxable impairment of $13.6 million was recorded relating to goodwill. Goodwill has been tested for impairment by assessing the recoverable amount of the CGU to which the goodwill relates using the fair value less cost of disposal method. The period over which management has projected cash flows ranges from 1 to 21 years in line with the expected economic life of the assets. The significant assumptions used and details of the sensitivity analysis performed are disclosed in note 13.
13. IMPAIRMENT AND ONEROUS CONTRACTS
| 2015 US$'000 | 2014 US$'000 |
D&P Assets | (353,753) | (419,822) |
E&E assets | (32,926) | - |
Onerous contracts | - | (21,635) |
North Sea oil and gas assets | (386,679) | (441,457) |
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Goodwill | (13,604) | - |
Total impairment | (400,283) | (441,457) |
During 2015, the Company recorded a $386.7 million pre-tax impairment expense (2014: $419.8 million) relating to oil and gas assets and a $13.6 million goodwill impairment. The impairment was driven predominantly by the overall lower commodity price environment leading to a decrease in the asset valuation. The review was carried out on a fair value less cost of disposal basis using risk adjusted cash flow projections discounted at a post-tax rate of 9.0%. | |||||||||||||
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For impairment of property, plant and equipment and intangible oil and gas assets, fair value less costs of disposal are determined by discounting the post-tax cash flows expected to be generated from oil and gas production net of selling costs taking into account assumptions that market participants would typically use in estimating fair values. Applying the same fair value less cost of disposal methodology, goodwill has been tested for impairment by assessing the recoverable amount of the CGU to which the goodwill relates. | |||||||||||||
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In 2014, the Company provided for future losses on long-term contracts where it was considered that the contract costs were likely to exceed revenues in future periods. Onerous contract provisions totalling $21.6 million were therefore made for the fully written down Beatrice, Jacky & Nigg Inner Moray Forth assets subsequent to their write off in December 2013 as well as Anglia and Athena, both of which were fully written down in 2014 due to the expectation that 2015 would be the last year of production. The provision was fully utilised during 2015 and no further provision required. | |||||||||||||
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Associated with the 2015 impairment charge is a deferred tax credit to the Income Statement of $197.7 million which results in a net impact on earnings in the year of $202.6 million | |||||||||||||
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The following assumptions were used in developing the cash flow model and applied over the expected life of the respective fields: |
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| assumption | H1 2016 | H2 2016 | 2017 | 2018 | Oil |
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North Sea | 9% | $38/bbl | $53/bbl | $55/bbl | $65/bbl | $75/bbl |
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The recoverable amount of the operating segment, being North Sea D&P assets, is $1,359 million.
Sensitivity to changes in assumptions
The principal assumptions used in assessing the recoverable amount of oil and gas assets and goodwill are the discount rate and commodity prices. The impacts of a reasonably possible change in discount rate or price are detailed in the tables below for both oil and gas assets and goodwill:
Oil and gas assets | Discount rate | Price | Impairment | Variance |
Original | 9% | $75/bbl | (386,679) | - |
Discount rate | 10% | $75/bbl | (415,879) | 29,200 |
Discount rate | 8% | $75/bbl | (356,279) | (30,400) |
Long term price | 9% | $85/bbl | (333,879) | (52,800) |
Long term price | 9% | $65/bbl | (445,409) | 58,730 |
Goodwill | Discount rate | Price | Impairment | Variance |
Original | 9% | $75/bbl | (13,604) | - |
Discount rate | 10% | $75/bbl | (24,504) | 10,900 |
Discount rate | 8% | $75/bbl | (1,904) | (11,700) |
Long term price | 9% | $85/bbl | - | (13,604) |
Long term price | 9% | $65/bbl | (49,839) | 36,235 |
14. INVESTMENT IN ASSOCIATES
| 2015 US$'000 | 2014 US$'000 |
Investments in FPF-1 and FPU services | 18,337 | 18,337 |
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Investment in associates comprises shares, acquired by Ithaca Energy (Holdings) Limited, in FPF-1 Limited and FPU Services Limited as part of the completion of the Greater Stella Area transactions in 2012. There has been no change in value during the period with the above investment reflecting the Company's share of the associates' results.
15. BORROWINGS
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| US$'000 | US$'000 |
RBL facility |
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|
|
|
|
| (376,793) | (480,588) | |
Senior notes |
|
|
|
|
|
|
| (300,000) | (300,000) | |
Norwegian facility |
|
|
|
|
|
| - | (17,444) | ||
Long term bank fees |
|
|
|
|
|
| 6,779 | 7,635 | ||
Long term senior notes fees |
|
| 3,884 | 5,538 | ||||||
|
|
|
|
|
|
|
|
| (666,130) | (784,859) |
Extension and amendment to bank debt facilities
In April 2015, the Corporation executed extended and simplified bank debt financing facilities totalling $650 million. The $650 million is comprised of a senior RBL facility of $575 million and junior RBL facility of $75 million. This junior RBL facility replaced the former Corporate Facility and removed the use of historic financial covenant tests from the debt facilities. Both RBL facilities are based on conventional oil and gas industry borrowing base financing terms, with loan maturities in September 2018, and are available to fund on-going development activities and general corporate purposes. The combined interest rate of the two bank debt facilities, fully drawn, is LIBOR plus 3.4% prior to Stella coming on-stream, stepping down to LIBOR plus 2.9% after Stella production has been established.
The availability to draw upon the facilities is reviewed by the bank syndicate on a semi-annual basis, with the results of the October 2015 redetermination resulting in debt availability of $515 million.
Senior Reserves Based Lending Facility
As at 31 December 2015, the Corporation has a Senior Reserved Based Lending ("Senior RBL") Facility of $575 million. As at 31 December 2015, $377 million (31 December 2014: $481 million) was drawn down under the Senior RBL. $6.8 million (31 December 2014: $7.6 million) of loan fees relating to the RBL have been capitalised and remain to be amortised.
Junior Reserves Based Lending Facility
As at 31 December 2015, the Corporation had a Junior Reserved Based Lending ("Junior RBL") Facility of $75 million. The facility remains undrawn at the year end.
Norwegian Tax Rebate Facility
The Norwegian Tax Rebate Facility ("Norwegian Facility") of NOK 600 million was fully repaid and retired as part of the completion of the Norway sale to MOL in the second quarter of 2015. (Note 31).
Senior Notes
As at 31 December 2015, the Corporation had $300 million 8.125% senior unsecured notes due July 2019, with interest payable semi-annually. $3.9 million of loan fees (31 December 2014: $5.5 million) have been capitalised and remain to be amortised.
Covenants
The Corporation is subject to financial and operating covenants related to the facilities. Failure to meet the terms of one or more of these covenants may constitute an event of default as defined in the facility agreements, potentially resulting in accelerated repayment of the debt obligations.
The Corporation was in compliance with all its relevant financial and operating covenants during the period.
The key covenants in both the Senior and Junior RBLs are:
- A corporate cashflow projection showing total sources of funds must exceed total forecast uses of funds for the later of the following 12 months or until forecast first oil from the Stella field.
- The ratio of the net present value of cashflows secured under the RBL for the economic life of the fields to the amount drawn under the facility must not fall below 1.15:1
- The ratio of the net present value of cashflows secured under the RBL for the life of the debt facility to the amount drawn under the facility must not fall below 1.05:1.
There are no financial maintenance covenants tests under the senior notes.
Security provided against the facilities
The RBL facilities are secured by the assets of the guarantor members of the Ithaca Group, such security including share pledges, floating charges and/or debentures.
The Senior notes are unsecured senior debt of Ithaca Energy Inc., guaranteed by certain members of the Ithaca Group and subordinated to existing and future secured obligations.
16. TRADE AND OTHER PAYABLES
| 2015 US$'000 | 2014 US$'000 |
Trade payables | (129,719) | (308,704) |
Accruals and deferred income | (146,188) | (83,427) |
| (275,907) | (392,131) |
17. EXPLORATION OBLIGATIONS
| 2015 US$'000 | 2014 US$'000 |
Exploration obligations | (4,000) | (5,431) |
The above reflects the fair value of E&E commitments assumed as part of the Valiant transaction. During the year to 31 December 2015, $1.4 million was released reflecting expenditure incurred in the period.
18. DECOMMISSIONING LIABILITIES
| 2015 US$'000 | 2014 US$'000 |
Balance, beginning of period | (213,105) | (172,047) |
Additions | - | (45,715) |
Accretion | (9,092) | (5,724) |
Revision to estimates | (4,718) | 10,381 |
Balance, end of period | (226,915) | (213,105) |
The total future decommissioning liability was calculated by management based on its net ownership interest in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. The Corporation uses a risk free rate of 4.0 percent (31 December 2014: 4.2 percent) and an inflation rate of 2.0 percent (31 December 2014: 2.0 percent) over the varying lives of the assets to calculate the present value of the decommissioning liabilities. These costs are expected to be incurred at various intervals over the next 21 years.
The economic life and the timing of the obligations are dependent on Government legislation, commodity price and the future production profiles of the respective production and development facilities.
19. OTHER LONG-TERM LIABILITIES
| 2015 US$'000 | 2014 US$'000 |
Shell prepayment | (62,227) | (60,168) |
Finance lease acquired | (30,316) | (31,852) |
Balance, end of period | (92,543) | (92,020) |
The Shell prepayment relates to cash advances of $62 million under the Shell oil sales agreements which have been transferred to long-term liabilities as short-term repayment is not due in the current oil price environment and the finance lease relates to the Pierce FPSO acquired as part of the Summit acquisition.
20. FINANCE LEASE LIABILITY
| 2015 US$'000 | 2014 US$'000 |
Total minimum lease payments |
|
|
Less than 1 year | (2,602) | (2,595) |
Between 1 and 5 years | (12,570) | (12,714) |
5 years and later | (23,502) | (25,959) |
|
|
|
Interest |
|
|
Less than 1 year | (994) | (1,048) |
Between 1 and 5 years | (4,123) | (4,408) |
5 years and later | (3,569) | (4,279) |
|
|
|
Present value of minimum lease payments |
|
|
Less than 1 year | (1,608) | (1,547) |
Between 1 and 5 years | (8,447) | (8,306) |
5 years and later | (19,933) | (21,680) |
The finance lease relates to the Pierce FPSO acquired as part of the Summit acquisition in July 2014.
21. CONTINGENT CONSIDERATION
| 2015 US$'000 | 2014 US$'000 |
Balance outstanding | (4,000) | (4,000) |
The contingent consideration at the end of the period relates to the acquisition of the Stella field and is payable subsequent to first oil.
22. SHARE CAPITAL
Authorised share capital | Number of ordinary shares | Amount US$'000 |
At 31 December 2014 and 31 December 2015 | Unlimited | - |
|
|
|
(a) Issued |
|
|
|
|
|
The issued share capital is as follows: |
|
|
|
|
|
Issued | Number of common shares | Amount US$'000 |
Balance 1 January 2014 | 323,633,620 | 535,716 |
Issued for cash - options exercised | 5,885,000 | 9,673 |
Transfer from Share based payment reserve on options exercised | - | 6,243 |
Balance 1 January 2015 | 329,518,620 | 551,632 |
Shares issued (note 32) | 81,865,425 | 65,743 |
Balance 31 December 2015 | 411,384,045 | 617,375 |
Capital Management
The Corporation's objectives when managing capital are:
· to safeguard the Corporation's ability to continue as a going concern;
· to maintain balance sheet strength and optimal capital structure, while ensuring the Corporation's strategicobjectives are met; and
· to provide an appropriate return to shareholders relative to the risk of the Corporation's underlying assets.
Capital is defined as shareholders' equity and net debt. Shareholders' equity includes share capital, share based payment reserve, warrants issued, retained earnings or deficit and other comprehensive income.
| 2015 US$'000 | 2014 US$'000 |
Share capital | 617,375 | 551,632 |
Share based payment reserve | 22,678 | 19,234 |
Retained earnings | 153,136 | 274,141 |
Total Shareholders' Equity | 793,189 | 845,007 |
The Corporation maintains and adjusts its capital structure based on changes in economic conditions and the Corporation's planned requirements. The Board of Directors reviews the Corporation's capital structure and monitors requirements. The Corporation may adjust its capital structure by issuing new equity and/or debt, selling and/or acquiring assets, and controlling capital expenditure programs.
The Company assesses its capital structure mainly on a forward-looking basis by modelling net cash flows over the next few years and considering the economic conditions and operational factors which could lead to financial stress. A range of measurement tools is used, including gearing (calculated at year end below), net cash flow coverage of net interest payments, and the time to repay net debt from net cash flow. No specific numerical range for each of these parameters is targeted, as the overall assessment reflects a consideration of a wide range of factors.
| 2015 US$'000 | 2014 US$'000 |
Total borrowings | 666,130 | 784,859 |
Less: cash and cash equivalents | (11,543) | (19,381) |
Net debt | 654,587 | 765,478 |
Equity | 827,835 | 845,007 |
Net debt plus equity | 1,482,422 | 1,610,485 |
|
|
|
Net debt as a % Net Debt plus Equity | 44% | 48% |
(b) Stock options
In the 12 months ended 31 December 2015, the Corporation's Board of Directors granted 950,000 options at an exercise price of $0.84 (C$1.04).
The Corporation's stock options and exercise prices are denominated in Canadian Dollars when granted. As at 31 December 2015, 19,216,206 stock options to purchase common shares were outstanding, having an exercise price range of $0.84 to $2.52 (C$1.04 to C$2.71) per share and a vesting period of up to 3 years in the future.
Changes to the Corporation's stock options are summarised as follows:
| 31 December 2015 | 31 December 2014 | ||
|
No. of Options | Wt. Avg Exercise Price* | No. of Options | Wt. Avg Exercise Price* |
Balance, beginning of period | 24,232,428 | $1.81 | 14,593,567 | $2.01 |
Granted | 950,000 | $0.84 | 15,905,000 | $1.63 |
Forfeited / expired | (5,966,222) | $2.05 | (381,139) | $2.39 |
Exercised | - | - | (5,885,000) | $1.79 |
Options | 19,216,206 | $1.70 | 24,232,428 | $1.81 |
* The weighted average exercise price has been converted into U.S. dollars based on the foreign exchange rate in effect at the date of issuance.
The following is a summary of stock options as at 31 December 2015:
Options Outstanding |
| Options Exercisable |
| |||||||||
Range of Exercise Price | No. of Options | Wt. Avg Life (Years) | Wt. Avg Exercise Price* |
| Range of Exercise Price |
No. of Options | Wt. Avg Life (Years) | Wt. Avg Exercise Price* |
| |||
$2.28-$2.52 (C$2.31-C$2.71) | 7,326,205 | 1.9 | $2.46 |
| $2.28-$2.52(C$2.31-C$2.71) | 2,953,333 | 1.6 | $2.44 | ||||
$0.84-$2.03 (C$1.04-C$1.99) | 11,890,001 | 2.4 | $1.22 |
| $0.84-$2.03(C$1.04-C$1.99) | 5,800,001 | 1.7 | $1.54 | ||||
| 19,216,206 | 2.2 | $1.70 |
|
| 8,753,334 | 1.7 | $1.84 | ||||
The following is a summary of stock options as at 31 December 2014:
Options Outstanding |
| Options Exercisable | |||||||
Range of Exercise Price | No. of Options | Wt. Avg Life (Years) | Wt. Avg Exercise Price* |
| Range of Exercise Price |
No. of Options | Wt. Avg Life (Years) | Wt. Avg Exercise Price* | |
$2.22-$2.51 (C$2.25-C$2.71) | 11,465,760 | 2.3 | $2.41 |
| $2.22-$2.51(C$2.25-C$2.71) | 3,680,760 | 0.9 | $2.29 | |
$0.93-$2.03 (C$1.06-C$1.99) | 12,766,668 | 3.2 | $1.28 |
| $0.93-$2.03(C$1.06-C$1.99) | 2,603,337 | 1.8 | $2.03 | |
| 24,232,428 | 2.8 | $1.81 |
|
| 6,284,097 | 1.3 | $2.18 | |
|
|
|
|
|
|
|
|
| |
(c) Share based payments
Options granted are accounted for using the fair value method. The compensation cost during the year ended 31 December 2015 for total stock options granted was $3.4 million (2014: $6.2 million). $0.2 million was charged through the income statement for share based payment for the year ended 31 December 2015 (2014: $2 million), being the Corporation's share of share based payment chargeable through the income statement. The remainder of the Corporation's share of share based payment has been capitalised. The fair value of each stock option granted was estimated at the date of grant, using the Black-Scholes option pricing model with the following assumptions:
| 2015 | 2014 | 2013 | 2012 |
Risk free interest rate | 0.65% | 1.27% | 1.37% | 0.40% |
Expected stock volatility | 59% | 56% | 51% | 74% |
Expected life of options | 3 years | 3 years | 2 years | 3 years |
Weighted Average Fair Value | $0.43 | $1.08 | $0.82 | $1.08 |
23. SHARE BASED PAYMENT RESERVE
| 2015 US$'000 | 2014 US$'000 |
Balance, beginning of period | 19,234 | 19,254 |
Share based payment cost | 3,444 | 6,223 |
Transfer to share capital on exercise of options | - | (6,243) |
Balance, end of period | 22,678 | 19,234 |
24. EARNINGS PER SHARE
The calculation of basic earnings per share is based on the profit after tax and the weighted average number of common shares in issue during the period. The calculation of diluted earnings per share is based on the profit after tax and the weighted average number of potential common shares in issue during the period.
|
|
| 2015 | 2014 |
Weighted av. number of common shares (basic) |
|
| 345,667,416 | 328,380,552 |
Weighted av. number of common shares (diluted) |
|
| 345,667,416 | 329,952,190 |
25. TAXATION
| 2015 US$'000 | 2014 US$'000 |
Current tax |
|
|
Corporation tax | (30,873) | (27,454) |
Petroleum revenue tax | 4,839 | 5,590 |
Total current charge | (26,034) | (21,864) |
|
|
|
Deferred tax |
|
|
Corporation tax | (166,539) | (285,228) |
Petroleum revenue tax | (12,839) | (849) |
Total deferred charge | (179,378) | (286,077) |
|
|
|
Total tax charge | (205,412) | (307,941) |
|
|
|
CORPORATION TAX | 2015 US$'000 | 2014 US$'000 |
Current tax |
|
|
Current tax on profits for the year | (18,580) | (27,454) |
Adjustment in respect of prior periods | (12,293) | - |
|
|
|
Deferred tax |
|
|
Relating to the origination and reversal of temporary differences | (220,046) | (298,763) |
Relating to changes in tax rates | 50,854 | - |
Adjustment in respect of prior periods | 2,652 | 13,535 |
Total tax credit | (197,413) | (312,682) |
The tax on the group's profit before tax differs from the theoretical amount that would arise using the effective rate of tax applicable for UK ring fence oil and gas activities as follows:
| 2015 US$'000 | 2014 US$'000 |
Accounting loss before tax | (326,417) | (332,476) |
|
|
|
At tax rate of 50% (2014: 62%) | (163,209) | (206,136) |
Non taxable income | (50,779) | (37,486) |
Financing costs not allowed for SCT | 5,165 | 5,889 |
Ring Fence Expenditure Supplement | (73,900) | (81,100) |
Deferred tax effect of small field allowance | 43,640 | (29,981) |
Under/(over) provided in prior years | (9,641) | 13,535 |
Tax relief on decommissioning | - | 9,774 |
Unrecognised tax losses | 7,345 | 16,132 |
Petroleum Revenue Tax | (1,261) | (2,946) |
Movement due to the rate change | 50,854 | - |
Difference in rate of tax | (5,627) | (363) |
Total tax recorded in the consolidated statement of income | (197,413) | (312,682) |
The effective rate of tax applicable for UK ring fence oil and gas activities in 2015 was 50% (2014: 62%).
Current tax receivable arises in respect of UK Corporation Tax in relation to the Summit acquired companies and also arose on previously owned Norway operations.
Deferred income tax at 31 December 2015 relates to the following:
| 2015 US$'000 | 2014 US$'000 |
Deferred tax liability | 493,947 | 832,640 |
Deferred tax asset | (871,908) | (1,007,115) |
Net deferred tax asset | (377,961) | (174,475) |
The gross movement on the deferred income tax account is as follows:
| 2015 US$'000 | 2014 US$'000 | |||
At 1 January | (174,475) | 9,909 | |||
Acquisitions | - | 100,845 | |||
Disposals | (36,947) | - | |||
Income statement charge | (166,539) | (285,229) | |||
At 31 December | (377,961) | (174,475) | |||
|
|
| |||
| Other | Accelerated tax dep'n | Deferred tax on business combinations | Total | |
Deferred tax liability | US$'000 | US$'000 | US$'000 | US$'000 | |
At 1 January 2015 | 77,119 | 174,533 | 580,988 | 832,640 | |
Prior year adjustment | - | (53,728) | - | (53,728) | |
Disposal (Norway) | - | (36,947) | - | (36,947) | |
Charged/(credited) to income statement | (28,629) | (106,940) | (112,449) | (248,018) | |
At 31 December 2015 | 48,490 | (23,082) | 468,539 | 493,947 | |
|
| Deferred CT On Deferred PRT | Tax losses | Abandonment provision | Total |
Deferred tax assets | US$'000 | US$'000 | US$'000 | US$'000 |
At 1 January 2015 | (21,837) | (927,497) | (57,781) | (1,007,115) |
Prior year adjustment | 47 | 56,334 | - | 56,381 |
Charged/(credited) to income statement | 10,672 | 92,433 | (24,278) | 78,827 |
At 31 December 2015 | (11,118) | (778,730) | (82,059) | (871,907) |
Deferred income tax assets are recognised for the carry-forward of unused tax losses and unused tax credits to the extent that it is probable that taxable profits will be available in the future against which the unused tax losses/credits can be utilised.
The Budget on 16 March 2016 announced that the Supplementary Charge in respect of ring fence trades ("SCT") will be reduced from 20% to 10% with effect from 1 January 2016. This will reduce the Company's future SCT charge accordingly. The impact of the 10% reduction in the Supplementary Charge will reduce the deferred tax assets by approximately $175 million and reduce the deferred tax liabilities by approximately $88 million.
Further, the rate of Petroleum Revenue Tax ("PRT") is to be reduced for chargeable periods beginning on or after 1 January 2016 from 35% to 0%. This will eliminate the Company's future PRT tax charge from 1 January 2016. If the deferred PRT liability as at 31 December 2015 was re-measured at the new PRT rate this would lead to a reduction in the net deferred PRT liability of $22 million.
The overall effect of the above SCT and PRT changes, being a reduction of the net deferred tax asset by $65 million, will impact the financial statements in 2016 subsequent to the enactment of the rate changes.
The UK related tax losses of $1,557 million do not expire under UK tax legislation and may be carried forward indefinitely. In addition to these losses, the Company will also benefit from the carry forward of capital allowances of $68 million, which are included in the calculation of accelerated tax depreciation above, giving a total pool of losses and allowances of $1,626 million.
Based on current production and price assumptions and a continuing business model whereby the Corporation reinvests capital, incurs general, administrative and interest costs, together with the non-capital losses available to the Corporation, Ithaca does not expect to pay corporation or supplementary tax prior to 2020.
In accordance with the Stella Sale and Purchase Agreement ("SPA"), Ithaca receives the right to claim a tax benefit for additional capital allowances on certain capital expenditures incurred by Ithaca and paid for by Petrofac on the Stella project.
The tax benefit of these capital allowances is received by Ithaca as the expenditure is incurred. In recognition of the benefit Ithaca receives from the additional capital allowances a payment is expected to be made to Petrofac 5 years after Stella first oil of a sum calculated at the prevailing tax rate applied to the relevant capital allowances, in accordance with the SPA. The taxation charge above includes a deferred tax credit in the year of $55.6 million resulting in a related deferred tax asset at 31 December 2015 of $86.6 million.
PETROLEUM REVENUE TAX | 2015 | 2014 |
| US$000 | US$000 |
Current tax |
|
|
Current tax on profits for the year | 4,839 | 5,590 |
|
|
|
Deferred tax |
|
|
Relating to the origination and reversal of accelerated tax depreciation | (2,317) | (849) |
Relating to changes in tax rates | (10,522) | - |
Total tax credit | (8,000) | 4,741 |
Deferred PRT | 2015 | 2014 |
Deferred PRT liability | US$000 | US$000 |
At 1 January | 35,209 | - |
Prior year adjustment | (135) | - |
Acquisitions | - | 36,058 |
Movement for rate change | (10,522) | - |
Income statement charge | (2,317) | (849) |
At 31 December | 22,235 | 35,209 |
26. COMMITMENTS
| 2015 US$'000 | 2014 US$'000 |
|
Operating lease commitments |
|
|
|
Within one year | 240 | 868 |
|
Two to five years | 300 | 1,739 |
|
|
|
|
|
Operating commitments related to the lease of the BW Athena were included within the onerous contracts provision at 31 December 2014 (see note 13).
Capital commitments
| 2015 US$'000 | 2014 US$'000 |
| |
Capital commitments incurred jointly with other ventures (Ithaca's share) | 9,534 | 88,964 |
| |
|
|
| ||
Ithaca will pay Petrofac $13.7 million in respect of final payment on variations to the contract, with payment deferred until three and a half years after first production from the Stella field. A further payment to Petrofac of up to $34 million will be made by Ithaca dependent on the timing of sail-away of the FPF-1. The maximum payment can be achieved for delivering sail-away of the vessel from the shipyard prior to the end of March 2016, with this incentive payment eroding on a daily basis to zero by 31 July 2016. This payment will also be deferred until three and a half years after first production from the Stella field.
27. FINANCIAL INSTRUMENTS
To estimate the fair value of financial instruments, the Corporation uses quoted market prices when available, or industry accepted third-party models and valuation methodologies that utilise observable market data. In addition to market information, the Corporation incorporates transaction specific details that market participants would utilise in a fair value measurement, including the impact of non-performance risk. The Corporation characterises inputs used in determining fair value using a hierarchy that prioritises inputs depending on the degree to which they are observable. However, these fair value estimates may not necessarily be indicative of the amounts that could be realised or settled in a current market transaction. The three levels of the fair value hierarchy are as follows:
• Level 1 - inputs represent quoted prices in active markets for identical assets or liabilities (for example, exchange-traded commodity derivatives). Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
• Level 2 - inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the marketplace. The Corporation obtains information from sources such as the New York Mercantile Exchange and independent price publications.
• Level 3 - inputs that are less observable, unavailable or where the observable data does not support the majority of the instrument's fair value.
In forming estimates, the Corporation utilises the most observable inputs available for valuation purposes. If a fair value measurement reflects inputs of different levels within the hierarchy, the measurement is categorised based upon the lowest level of input that is significant to the fair value measurement. The valuation of over-the-counter financial swaps and collars is based on similar transactions observable in active markets or industry standard models that primarily rely on market observable inputs. Substantially all of the assumptions for industry standard models are observable in active markets throughout the full term of the instrument. These are categorised as Level 2.
The following table presents the Corporation's material financial instruments measured at fair value for each hierarchy level as of 31 December 2015:
| Level 1 US$'000 | Level 2 US$'000 | Level 3 US$'000 | Total Fair Value US$'000 |
Contingent consideration | - | (4,000) | - | (4,000) |
Derivative financial instrument liability | - | (197) | - | (197) |
Derivative financial instrument asset | - | 126,887 | - | 126,887 |
The table below presents the total gain / (loss) on financial instruments that has been disclosed through the consolidated statement of comprehensive income:
|
|
| 2015 US$'000 | 2014 US$'000 |
Revaluation of forex forward contracts |
|
| 609 | (4,474) |
Revaluation of other long term liability |
|
| 307 | 2,680 |
Revaluation of commodity hedges |
|
| (23,338) | 163,162 |
Revaluation of interest rate swaps |
|
| (180) | (167) |
|
|
| (22,602) | 161,201 |
|
|
|
|
|
Realised gain on forex contracts |
|
| 1,512 | 4,028 |
Realised gain on commodity hedges |
|
| 176,773 | 10,342 |
Realised (loss) on interest rate swaps |
|
| (357) | (325) |
|
|
| 177,928 | 14,045 |
Total gain on financial instruments |
|
| 155,326 | 175,246 |
|
|
|
|
|
The Corporation has identified that it is exposed principally to these areas of market risk.
i) Commodity Risk
The table below presents the total gain on commodity hedges that has been disclosed through the statement of income:
| 2015 US$'000 | 2014 US$'000 |
Revaluation of commodity hedges | (23,338) | 163,162 |
Realised gain on commodity hedges | 176,773 | 10,342 |
Total gain on commodity hedges | 153,435 | 173,504 |
|
|
|
Commodity price risk related to crude oil prices is the Corporation's most significant market risk exposure. Crude oil prices and quality differentials are influenced by worldwide factors such as OPEC actions, political events and supply and demand fundamentals. The Corporation is also exposed to natural gas price movements on uncontracted gas sales. Natural gas prices, in addition to the worldwide factors noted above, can also be influenced by local market conditions. The Corporation's expenditures are subject to the effects of inflation, and prices received for the product sold are not readily adjustable to cover any increase in expenses from inflation. The Corporation may periodically use different types of derivative instruments to manage its exposure to price volatility, thus mitigating fluctuations in commodity-related cash flows.
The below represents commodity hedges in place at the year end:
Derivative | Term | Volume |
| Average price |
Oil swaps | Jan 16 - June 17 | 2,520,837 | bbls | $65.5/bbl |
Oil caped swaps | Jan 16 - June 16 | 303,146 | bbls | $63.6/bbl * |
|
|
|
|
|
Gas swaps | Jan 16 - Mar 17 | 8,225,931 | therms | 47p/therm |
Gas puts | Jan 16 - June 17 | 150,500,000 | therms | 63p/therm |
* Exposure to increase in oil price capped at $102/bbl
ii) Interest Risk
The table below presents the total loss on interest financial instruments that has been disclosed statement of income at the year end:
| 2015 US$'000 | 2014 US$'000 |
Revaluation of interest contracts | (180) | (167) |
Realised (loss) on interest contracts | (357) | (325) |
Total (loss) on interest contracts | (537) | (492) |
Calculation of interest payments for the RBL Facility agreement incorporates LIBOR whilst the Norwegian Facility incorporated NIBOR. The Corporation is therefore exposed to interest rate risk to the extent that LIBOR, and previously NIBOR, may fluctuate. The below represents interest rate financial instruments in place at the year end:
Derivative | Term Value |
| Rate |
Interest rate swap | Jan 16 - Dec 16 $50 million |
| 1.24% |
iii) Foreign Exchange Rate Risk
The table below presents the total gain/(loss) on foreign exchange financial instruments that has been disclosed through the consolidated statement of income:
| 2015 US$'000 | 2014 US$'000 |
Revaluation of forex forward contracts | 609 | (4,474) |
Realised gain on forex forward contracts | 1,512 | 4,028 |
Total gain/(loss) on forex forward contracts | 2,121 | (446) |
The Corporation is exposed to foreign exchange risks to the extent it transacts in various currencies, while measuring and reporting its results in US Dollars. Since time passes between the recording of a receivable or payable transaction and its collection or payment, the Corporation is exposed to gains or losses on non-USD amounts and on statement of financial position translation of monetary accounts denominated in non-USD amounts upon spot rate fluctuations from quarter to quarter.
The below represents foreign exchange financial instruments in place:
Derivative | Term | Value | Protection rate | Trigger rate |
|
Forward | Jan 16 - Dec 16 | £1.6 million/month | $1.47/£1.00 | N/A |
|
Forward | Jan 16 - Dec 16 | £1.6 million/month | $1.48/£1.00 | N/A |
|
iv) Credit Risk
The Corporation's accounts receivable with customers in the oil and gas industry are subject to normal industry credit risks and are unsecured. Oil production from Cook, Broom, Dons, Pierce, Causeway and Fionn is sold to Shell Trading International Ltd. Wytch Farm oil production is sold on the spot market. Oil production from the Athena field was sold to BP Oil International Limited. Anglia and Topaz gas production was sold through two contracts to RWE NPower PLC and Hess Energy Gas Power (UK) Ltd. Cook gas is sold to Shell UK Ltd and Esso Exploration & Production UK Ltd.
The Corporation assesses partners' credit worthiness before entering into farm-in or joint venture agreements. In the past, the Corporation has not experienced credit loss in the collection of accounts receivable. As the Corporation's exploration, drilling and development activities expand with existing and new joint venture partners, the Corporation will assess and continuously update its management of associated credit risk and related procedures.
The Corporation regularly monitors all customer receivable balances outstanding in excess of 90 days. As at 31 December 2015 substantially all accounts receivables are current, being defined as less than 90 days. The Corporation has no allowance for doubtful accounts as at 31 December 2015 (31 December 2014: $Nil).
The Corporation may be exposed to certain losses in the event that counterparties to derivative financial instruments are unable to meet the terms of the contracts. The Corporation's exposure is limited to those counterparties holding derivative contracts with positive fair values at the reporting date. As at 31 December 2015, the exposure is $126.9 million (31 December 2014: $150.8 million) and is with eight investment grade banks, all members of the company's RBL syndicate.
The Corporation also has credit risk arising from cash and cash equivalents held with banks and financial institutions. The maximum credit exposure associated with financial assets is the carrying values.
v) Liquidity Risk
Liquidity risk includes the risk that as a result of its operational liquidity requirements the Corporation will not have sufficient funds to settle a transaction on the due date. The Corporation manages liquidity risk by maintaining adequate cash reserves, banking facilities, and by considering medium and future requirements by continuously monitoring forecast and actual cash flows. The Corporation considers the maturity profiles of its financial assets and liabilities. As at 31 December 2015, substantially all accounts payable are current.
The following table shows the timing of contractual cash outflows relating to trade and other payables.
| Within 1 year US$'000 | 1 to 5 years US$'000 |
Accounts payable and accrued liabilities | (275,907) | - |
Other long term liabilities | - | (92,543) |
Borrowings | - | (666,130) |
| (275,907) | (758,673) |
28. DERIVATIVE FINANCIAL INSTRUMENTS
| 2015 US$'000 | 2014 US$'000 |
Oil swaps | 61,602 | 72,566 |
Oil puts | - | 52,926 |
Oil capped swaps | 7,117 | - |
Gas swaps | 1,690 | - |
Gas puts | 56,352 | 25,018 |
Interest rate swaps | (197) | (30) |
Foreign exchange forward contract | 126 | (307) |
| 126,690 | 150,173 |
29. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
Financial instruments of the Corporation consist mainly of cash and cash equivalents, receivables, payables, loans and financial derivative contracts, all of which are included in these financial statements. At 31 December 2015, the classification of financial instruments and the carrying amounts reported on the statement of financial position and their estimated fair values are as follows:
| 2015 US$'000 | 2014 US$'000 | ||
Classification
| Carrying Amount | Fair Value | Carrying Amount | Fair Value |
Cash and cash equivalents (Held for trading) | 11,543 | 11,543 | 19,381 | 19,381 |
Derivative financial instruments (Held for trading) | 126,887 | 126,887 | 150,760 | 150,760 |
Accounts receivable (Loans and Receivables) | 223,006 | 223,006 | 266,747 | 266,747 |
Deposits | 743 | 743 | 1,140 | 1,140 |
Long-term Norwegian tax receivable | - | - | 7,032 | 7,032 |
Long-term receivable (Loans and Receivables) | 61,052 | 61,052 | 58,338 | 58,338 |
|
|
|
|
|
Borrowings (Loans and Receivables) | (666,130) | (666,130) | (784,859) | (784,859) |
Contingent consideration | (4,000) | (4,000) | (4,000) | (4,000) |
Derivative financial instruments (Held for trading) | (197) | (197) | (587) | (587) |
Other long term liabilities | (92,543) | (92,543) | (92,020) | (92,020) |
Accounts payable (Other financial liabilities) | (275,907) | (275,907) | (392,131) | (392,131) |
30. RELATED PARTY TRANSACTIONS
The consolidated financial statements include the financial statements of Ithaca Energy Inc. and its wholly-owned subsidiaries, listed below, and its net share in its associates FPU Services Limited and FPF-1 Limited.
| Country of incorporation | % equity interest at 31 Dec | |
|
| 2015 | 2014 |
Ithaca Energy (UK) Limited | Scotland | 100% | 100% |
Ithaca Minerals (North Sea) Limited | Scotland | 100% | 100% |
Ithaca Energy (Holdings) Limited | Bermuda | 100% | 100% |
Ithaca Energy Holdings (UK) Limited | Scotland | 100% | 100% |
Ithaca Petroleum Limited | England and Wales | 100% | 100% |
Ithaca North Sea Limited | England and Wales | 100% | 100% |
Ithaca Exploration Limited | England and Wales | 100% | 100% |
Ithaca Causeway Limited | England and Wales | 100% | 100% |
Ithaca Gamma Limited | England and Wales | 100% | 100% |
Ithaca Alpha Limited | Northern Ireland | 100% | 100% |
Ithaca Epsilon Limited | England and Wales | 100% | 100% |
Ithaca Delta Limited | England and Wales | 100% | 100% |
Ithaca Petroleum Holdings AS | Norway | 100% | 100% |
Ithaca Petroleum Norge AS* | Norway | 0% | 100% |
Ithaca Technology AS | Norway | 100% | 100% |
Ithaca AS | Norway | 100% | 100% |
Ithaca Petroleum EHF | Iceland | 100% | 100% |
Ithaca SPL Limited | England and Wales | 100% | 100% |
Ithaca Dorset Limited | England and Wales | 100% | 100% |
Ithaca SP UK Limited | England and Wales | 100% | 100% |
Ithaca Pipeline Limited | England and Wales | 100% | 100% |
Transactions between subsidiaries are eliminated on consolidation.
* During the year, Ithaca Petroleum Norge AS was disposed of (Note 31).
The following table provides the total amount of transactions that have been entered into with related parties during the year ending 31 December 2015 and 31 December 2014, as well as balances with related parties as of 31 December 2015 and 31 December 2014:
|
| Sales | Purchases | Accounts receivable | Accounts payable | |||
|
| US$'000 | US$'000 | US$'000 | US$'000 |
| ||
Burstall Winger Zammit LLP | 2015 | - | 182 | - | - |
| ||
| 2014 | - | 220 | - | (150) |
| ||
A director of the Corporation is a partner of Burstall Winger Zammit LLP who acts as counsel for the Corporation.
Loans to related parties |
|
| Amounts owed from related parties | ||
|
|
|
| 2015 | 2014 |
|
|
|
| US$'000 | US$'000 |
FPF-1 Limited |
|
|
| 60,842 | 58,338 |
FPU Services Limited |
|
|
| 210 | - |
Key management compensation
Key management includes the Chief Executive Officer, the Chief Financial Officer, the Chief Development Officer, the Chief Technical Officer, the Chief Production Officer and the Non-Executive Directors. The compensation paid or payable to key management for employee services is shown below:
| 2015 US$'000 | 2014 US$'000 |
Aggregate remuneration | 3,953 | 5,086 |
Company pension contributions | 264 | 145 |
Share based payment | 328 | 3,271 |
| 4,545 | 8,502 |
Share based payment reflects the value of options granted in 2015 as per the Black Scholes option pricing model. This does not represent a cash payment to key management personnel.
31. DISPOSAL OF ITHACA PETROLEUM NORGE AS
The Corporation entered into an agreement with a subsidiary of the Hungarian listed company MOL Plc (MOL:BUD) to sell its wholly owned subsidiary, Ithaca Petroleum Norge AS ("Ithaca Norge"), for an initial consideration of $60 million plus the ability to earn additional bonus payments of up to $30 million dependent on exploration success from the existing licence portfolio. The disposal was accounted for on 30 June 2015 with cash proceeds received in July 2015.
The disposal resulted in a gain of $26.6 million, being the difference between the net assets disposed of and the proceeds received.
The disposal has not been presented as a discontinued operation as the assets of Ithaca Norge did not represent a separate major line of business or geographical area of the Corporation.
32. DELEK INVESTMENT
On 9 October 2015 the Corporation announced the execution of an Investment Agreement with DKL Investments Ltd, a wholly owned subsidiary of Delek Group Ltd. ("Delek"), in respect of a $66 million equity investment in the Corporation.
The investment was completed on 20 October 2015 via a non-brokered private placement of 81,865,425 Common Shares in the share capital of the Corporation (the "Placing") at CAD$1.05 per share (the "Placing Price"), equivalent to £0.53 per share.
33. JOINT OPERATIONS
Joint control is defined as "the contractually agreed sharing of control of an arrangement, which exists only when the decisions about the relevant activities require the unanimous consent of the parties sharing control". All of the joint operations of the Company are subject to Joint Operating Agreements ("JOA"s) which fall into this category and where the participants in the agreements are entitled to a share of all the assets, and obligations of all the liabilities of the operations, rather than to a share of the net assets.
The contractual arrangements for the license interests in which the Company has an investment do not typically convey control of the underlying joint arrangement to any one party, even where one party has a greater than 50% equity ownership of the area of interest. UK North Sea assets are commonly operated and governed through JOAs under which joint control of the decisions regarding the relevant activities (e.g. the approval of exploration and development, production and abandonment work programmes and budgets) is exercised by the unanimous consent of the controlling parties, regardless of the individual equity interests held in the underlying asset by those parties sharing the control.
The Corporation's material joint operations as at 31 December 2015 are set out below:
Block | Licence | Field/Discovery Name | Operator | Ithaca Net % Interest | Country |
2/4a | P902 | Broom | EnQuest | 8.00 | UK |
2/5 | P242 | Broom | EnQuest | 8.00 | UK |
14/18b | P1293 | Athena | Ithaca | 22.50 | UK |
21/20a | P185 | Cook | Shell | 41.35 | UK |
29/10b | P1665 | Hurricane | Ithaca | 54.66 | UK |
29/10a (upper) | P011 | Stella/Harrier | Ithaca | 68.33 | UK |
30/6a (Upper) | P011 | Stella/Harrier | Ithaca | 68.33 | UK |
48/18b | P128 | Anglia | Ithaca | 30.00 | UK |
48/19b | P128 | Anglia | Ithaca | 30.00 | UK |
48/19e | P1011 | Anglia | Ithaca | 30.00 | UK |
49/2a | P1013 | Topaz | RWE | 35.00 | UK |
9/28a D | P209 | Crawford | EnQuest | 29.00 | UK |
211/18b A | P236 | West Don | EnQuest | 17.28 | UK |
211/18a B | P236 | SW Don | EnQuest | 40.00 | UK |
211/22a B | P201 | Fionn | Ithaca | 100.00 | UK |
211/23d | P1383 | Causeway | Ithaca | 64.50 | UK |
23/22a | P111 | Pierce | Perenco | 7.48 | UK |
98/6,98/7 | P.534 | Wytch Farm | Perenco | 7.42 | UK |
SY/88b,SY/98a,SZ/8a | PL089 | Wytch Farm | Perenco | 7.42 | UK |
211/18e, 211/19c | P2137 | Ythan | EnQuest | 40.00 | UK |
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Related Shares:
IAE.L