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H1-2015 Financial Results

13th Aug 2015 07:00

RNS Number : 9088V
Ithaca Energy Inc
13 August 2015
 

Not for Distribution to U.S. Newswire Services or for Dissemination in the United States

 

 

Ithaca Energy Inc.

 

2015 Half Year Financial Results

 

13 August 2015

 

Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) ("Ithaca" or the "Company") announces its quarterly financial results for the three months ended 30 June 2015 ("Q2-2015") and half yearly results for the six months ended 30 June 2015 ("H1-2015").

 

Financial Highlights

Solid H1-2015 cashflow generation

· Average production of 12,578 barrels of oil equivalent per day ("boepd"), in line with guidance (H1-2014: 10,528 boepd)

· $160 million cashflow from on-going operations1 ($60 million in Q2-2015), including oil price hedging gains (H1-2014: $102 million)

· Adjusted earnings of $55 million, excluding a non-cash accounting tax charge of $41 million resulting from a reduction in UK tax rates in Q1-2015 (H1-2014: $17 million)

· Cashflow per share $0.43 (H1-2014: $0.31) and adjusted earnings per share $0.17 (H1-2014: $0.05)

 

Business resilient to low oil price environment

· Full year 2015 production guidance remains unchanged at 12,000 boepd (95% oil)

· Two years of oil hedging in place - average of 6,400 barrels of oil per day ("bopd") at $70/bbl until June 2017

· Operating costs reduced by approximately 29% to $35/boe compared to 2014 and forecast to fall further to around $25/boe following Stella start-up

· Brent breakeven price of under $10/bbl through to Stella start-up with benefit of hedges

· Tax allowances pool of over $1.5 billion at 30 June 2015

· Net debt at 30 June 2015 of $788 million - $950 million of debt funding facilities in place

· Forecast peak net debt requirement prior to Stella start-up reduced to under $800 million from previous guidance of $825-850 million - largely insensitive to Brent given hedging

 

Les Thomas, Chief Executive Officer, commented:

"Despite a challenging oil price environment, the Company delivered strong cashflow from operations in the first half of the year, driven by solid production performance, reduced operating costs and substantial hedging gains. At the same time the Stella development progressed in line with the planned schedule, with the Technip 2015 subsea campaign materially complete and Petrofac continuing to advance the FPF-1 modifications programme."

 

Production & Operations

Average production in H1-2015 was 12,578 boepd (93% oil), a 19% increase on the same period in 2014. The Company's producing assets performed well over H1-2015, with solid operational uptime achieved across the main fields.

 

Full year 2015 production guidance remains at 12,000 boepd (95% oil), taking into account planned maintenance shutdown activities in the second half of the year.

 

As previously highlighted, production in the third quarter of the year ("Q3-2015") will be below the average guidance level for the year as a result of planned maintenance shutdown activities on the host facilities serving a number of the Company's fields. The majority of the planned shutdowns have now been completed, with the main outstanding one being close out of the two month shutdown of the host facility that serves the Cook field in September 2015.

 

Greater Stella Area Development Update

The primary focus of the on-going GSA development activities remains on completion of the FPF-1 modifications programme being undertaken by Petrofac, which continues to advance towards the planned vessel sail-away from the Remontowa yard in Poland in late Q1-2016.  

 

Operations on the FPF-1 are currently centred on closing out the main construction phase activities and transitioning into the start-up of commissioning operations. Pipework pressure testing on the topsides processing and utility systems is well advanced and electrical cable termination activities are nearing conclusion, close out of which will facilitate the commencement of the main commissioning phase. Pre-commissioning activities are on-going. The temporary generators required for commissioning are ready on-site, hot oil flushing of package lube oil pipework has commenced and site acceptance testing of the integrated control and safety system equipment is in progress.

 

The five well Stella development drilling campaign was successfully concluded in April 2015 and the subsea infrastructure installation campaign is materially complete. Installation of the oil export pipeline from the FPF-1 riser base to the Single Anchor Loading structures has recently been completed, with Technip scheduled to return in October 2015 to perform the final pipeline tie-ins that will conclude the 2015 subsea work programme.

 

Net Debt

Net debt at 30 June 2015 was $788 million out of total debt funding facilities of $950 million. This was lower than the previously indicated expectation for peak net debt of $825-850 million in the second quarter of the year primarily as a consequence of the slower than forecast unwinding of the working capital position associated with investment activities in H1-2015.

 

Following the approximately $30 million net cash receipt from the sale of the Norwegian business in early July 2015 and forecast operating cashflows for the remainder of the year, the peak net debt requirement prior to Stella start-up is reduced to under $800 million. Given the level of oil hedges in place, this position is largely insensitive to prevailing Brent prices.

 

H1-2015 Financial Results Conference Call

A conference call and webcast for investors and analysts will be held today at 12.00 BST (07.00 EST). 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 $160 million less $20 million of net outflows from discontinuing fields (Beatrice, Athena & Anglia), provided for as onerous contracts in 2014, equates to overall cashflow from operations of $140 million

 

The unaudited consolidated financial statements of the Company for the three and six month periods ended 30 June 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)207 269 7230

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

 

 

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.

 

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 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 "forecasts", "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe", "could", "target", "in the process of" and similar expressions, and the negatives thereof, whether used in connection with operational activities, Stella first hydrocarbons, operating costs, drilling plans, production forecasts, maintenance schedules, budgetary figures, anticipated peak debt, 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.

 

This press release contains non-International Financial Reporting Standards ("IFRS") industry benchmarks and terms, such as "cashflow from operations", "cashflow per share" and "net debt". These terms do not have any standardised meanings within IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. The Company uses cashflow from operations 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. The Company uses net debt as a measure to assess its financial position. Net 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.

 

Additional information on these and other factors that could affect Ithaca's operations and financial results are included in the Company's Management's Discussion and Analysis for the quarter ended June 30, 2015, and the Company's Annual Information Form for the year ended December 31, 2014 and in reports which are on file with the Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

 

 

 

 

2015 HALF YEAR HIGHLIGHTS

Strong underlying cashflow generation - underpinned by reduced unit operating expenditure and significant hedging protection

 

· H1 2015 production of 12,578 barrels of oil equivalent per day ("boepd"), in line with guidance (H1 2014: 10,528 boepd)

· $160.2 million cashflow from ongoing operations(1) in H1 2015 ($60.3 million in Q2 2015), including realised oil price hedging gains (H1 2014: $102 million)

· Adjusted earnings of $55.3 million in H1 2015, excluding a non-cash accounting tax charge of $41.5 million resulting from a reduction in UK tax rates in Q1 2015 (H1 2014: $17 million)

· Cashflow per share $0.43 (H1 2014: $0.31) and adjusted earnings per share $0.17 (H1 2014: $0.05)

 

Business resilient to lower oil price environment

 

· Full year 2015 production guidance remains unchanged at 12,000 boepd (95% oil)

· Two years of oil price hedging in place - average of 6,400 barrels of oil per day ("bopd") at $70/bbl until June 2017

· 2015 operating costs reduced to approximately $35/boe, ~29% lower than for 2014, and forecast to fall further to around $25/boe following Stella start-up

· Cashflows sheltered from UK corporation and supplementary tax payments over the medium term by tax allowances pool of over $1.5 billion at 30 June 2015

· Brent breakeven price for the existing producing asset base of under $10/bbl through to Stella start-up with the benefit of hedges

· Modest capital expenditure of approximately $50 million in H2 2015, reflecting highly advanced status of planned investment programmes

 

Solid liquidity outlook, with reduced peak debt requirement prior to Stella start-up

 

· Net debt of $787.9 million at 30 June 2015 ($780.7 million at 31 December 2014)

· Total debt funding capacity of $950 million in place, comprising $650 million reserve base lending facilities and $300 million senior unsecured notes

· Forecast net debt requirement prior to Stella start-up reduced to under $800 million from previous guidance of $825-850 million - largely insensitive to Brent given hedging

· Approximately $30 million net cash payment received on 8 July 2015 following divestment of the Company's non-core Norwegian exploration business to MOL plc post retirement of the Norwegian exploration financing facility and working capital adjustments

 

Primary focus of GSA activities is on advancing the FPF-1 modifications programme to enable vessel sail-away in late Q1-2016

 

· FPF-1 modifications programme continues to advance towards the planned vessel sail-away from the yard in late Q1-2016 - current focus on closing out the main construction phase activities and transitioning into start-up of commissioning operations

· Stella development drilling programme completed in April 2015. Overall well results have materially de-risked forecast initial annualised production of 30,000 boepd (100%) from the Stella field, 16,000 boepd net to Ithaca

· 2015 subsea infrastructure installation campaign materially complete - the three kilometre oil export pipeline to the Single Anchor Loading structures has recently been installed and the subsea works are set to be concluded in October 2015 with completion of the final pipeline tie-ins

 

(1) Cashflow from on-going operations of $160.2 million less $20.0 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 $140.2 million

 

 

 

 

SUMMARY STATEMENT OF INCOME

 

 

 

 

 

3-Months Ended30 June

6-Months Ended30 June

 

 

2015

2014

2015

2014

Production

kboe/d

12.7

11.8

12.6

10.5

Average Realised Oil Price(1)

$/bbl

62

109

60

109

 

 

 

 

 

 

Revenue(2)

M$

62.2

99.9

116.4

202.9

Hedging Cash Gain

M$

31.8

(3.8)

110.5

(2.5)

Opex

M$

(29.5)

(51.9)

(57.6)

(93.1)

G&A

M$

(1.7)

(3.9)

(5.1)

(7.3)

Foreign Exchange

M$

(2.5)

2.2

(4.0)

1.8

Cashflow from On-going Operations(3)

M$

60.3

58.1

160.2

101.8

DD&A & Impairment

M$

(31.7)

(51.3)

(62.3)

(83.8)

Non-Cash Hedging (Loss)

M$

(41.7)

(7.4)

(91.2)

(4.7)

Finance Costs

M$

(10.8)

(5.7)

(20.9)

(12.0)

Other Non-Cash Costs

M$

(3.0)

(0.8)

(4.2)

(0.9)

Taxation - Excluding Rate Changes

M$

66.7

7.7

73.7

19.5

- Reduced Tax Rates Impact

M$

-

-

(41.5)

-

Earnings

M$

39.9

0.7

13.8

17.0

Cashflow Per Share(4)

$/Sh.

0.16

0.18

0.43

0.31

Earnings Per Share

$/Sh.

0.12

0.00

0.04

0.05

Adjusted Earnings Per Share(5)

$/Sh.

0.12

0.00

0.17

0.05

 

 

 

 

 

 

(1) Average realised price before hedging

(2) Revenue less stock movements

(3) Q2 2015 Cashflow from On-going Operations of $60.3M less $8.6M onerous contract provision release = total cashflow from operations of $51.7M

(4) Based on total cashflow from operations

(5) Earnings per share adjusted to exclude impact of reduced tax rates

 

 

 

 

SUMMARY BALANCE SHEET

 

 

 

M$

30 Jun. 2015

31 Dec. 2014

Cash & Equivalents

25

19

Other Current Assets

364

446

PP&E

1,507

1,525

Deferred Tax Asset

193

139

Other Non-Current Assets

222

229

Total Assets

2,311

2,359

Current Liabilities

(335)

(419)

Borrowings

(800)

(785)

Asset Retirement Obligations

(218)

(213)

Other Non-Current Liabilities

(97)

(97)

Total Liabilities

(1,450)

(1,514)

 

 

 

Net Assets

861

845

Share Capital

552

552

Other Reserves

21

19

Surplus / (Deficit)

288

274

Shareholders' Equity

861

845

 

 

 

 

 

 

DEBT SUMMARY (M$)

30 Jun. 2015

31 Dec. 2014

RBL Facility

513.3

480.6

Corporate Facility

-

-

Senior Notes

300.0

300.0

Norwegian Tax Rebate Facility

-

17.4

Total Debt

813.3

798.0

UK Cash and Cash Equivalents

(25.4)

(17.3)

Net Drawn Debt

787.9

780.7

Note this table shows debt repayable as opposed to the reported balance sheet debt which nets off capitalised RBL and senior note costs

 

 

 

 

 

 

 

CORPORATE STRATEGY

 

 

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

 

 

 

 

CORPORATE ACTIVITIES

 

Sale of the Norwegian exploration business completed - Norwegian financing facility repaid and net initial cash payment of ~$30M received

 

 

SALE oF NORWEGIAN BUSINESS

In April 2015 the Company 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 US$60 million plus the ability to earn additional bonus payments of up to US$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 on 8 July 2015. These funds have been used to offset drawings under the Company's existing UK bank debt facilities.

 

This transaction concludes the highly successful restructuring and monetisation of the Norwegian operations acquired as part of the acquisition of Valiant Petroleum plc in April 2013. The Norwegian portfolio had no production or reserves associated with the licence interests.

 

The financial statements reflect the sale of the Norwegian business as of 30 June 2015 with the cash proceeds received in July 2015.

 

 

Strong liquidity - total debt funding facilities of $950M in place

 

BANK DEBT FACILITIES EXTENSION

A semi-annual bank borrowing base review was completed as scheduled in April 2015, with the former corporate facility being replaced by a junior Reserve Based Lending ("RBL") facility and the tenor of the senior RBL being extended to September 2018 in order to align the maturity of the two facilities. These changes were designed to simplify the bank debt structure within the business, ensuring that the funding capacity is reflective of the value of the Company's assets and removing the historic financial covenant tests.

 

The total bank debt facilities have been sized at $650 million; comprising 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. When combined with the existing $300 million senior unsecured notes due July 2019, the debt facilities provide sufficient funding headroom for the business ahead of first hydrocarbons from the Greater Stella Area ("GSA").

 

 

 

 

 

 

PRODUCTION & OPERATIONS

 

Solid H1 2015 production performance - full year guidance remains unchanged at 12kboe/d

 

 

 

 

 

PRODUCTION

Average production for the first six months of the year ("H1 2015") was 12,578 boepd, 93% oil, in line with forecast production for the period. This represents a 19% increase on the same period in 2014 (H1 2014: 10,528 boepd), driven largely by the inclusion of additional production from the assets acquired from Sumitomo Corporation (the "Summit Assets"), which were added to the portfolio in July 2014.

 

As previously highlighted, production in the third quarter of the year ("Q3 2015") will be below the average guidance level for the year as a result of planned maintenance shutdown activities on the host facilities serving a number of the Company's fields. The shutdowns associated with the Northern North Sea fields, the Dons and the Causeway Area, were successfully completed in July 2015. The approximately two month planned shutdown of the Cook field for execution of life extension works on the Anasuria floating production and offloading facility that serves the field is on-going and is scheduled to be concluded in late September 2015.

 

Full year 2015 production guidance remains unchanged at 12,000 boepd (95% oil), taking into account the planned maintenance shutdown activities being completed during the year.

 

OPERATIONS

The producing asset portfolio performed well over H1 2015, with solid operational uptime achieved across the main fields. Good progress was made over the period on all the main production enhancement activities scheduled for 2015 and the only on-going activity in H2 2015 is continuation of the Wytch Farm well workover campaign.

 

The tie-in of the Ythan field development well was completed at the end of May 2015 and the well was brought on production for the period prior to the commencement of the planned maintenance shutdown of the Dons facilities and the Sullom Voe Terminal in mid-June 2015. Further production data has been obtained since completion of the SVT shutdown in mid-July 2015 and the initial performance of the well has been encouraging. The options and timing for future potential development wells will be assessed as additional production data is obtained from the field.

 

As previously reported, the contract for the lease of the BW Athena FPSO was renegotiated in early 2015 in order to materially reduce field operating costs. As a consequence payment of the FPSO day rate ceased in June 2015, with the Athena co-venturers and BW Offshore instead sharing future net cashflow generated from the field. Advanced payment of the FPSO demobilisation fee was made at the same time, being approximately $4.5 million net to Ithaca. The amended vessel lease is terminable on 60 days' notice. Given prevailing oil prices it is anticipated that the field may cease production later in 2015, and such step, along with the previously reported planned cessation of the Anglia gas field in late 2015, are aimed at high grading the portfolio and removing high cost, marginal assets. The total net daily production capacity of the two fields is approximately 1,000 boepd, the anticipated cessation of which has been accounted for in the 2015 production guidance.

 

 

 

 

GREATER STELLA AREA DEVELOPMENT

Overall GSA development activities are at an advanced stage of completion - production start-up scheduled for Q2 2016

 

 

 

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.

 

Installation of the GSA central infrastructure and development of the Stella field are at an advanced stage of completion. Close out of the FPF-1 modifications programme, which is being completed by Petrofac in the Remontowa yard in Poland, is the critical path item for delivering first hydrocarbons from the GSA hub. Sail-away of the FPF-1 from Poland to the field is anticipated late in the first quarter of 2016, resulting in first hydrocarbons in the second quarter of that year.

 

 

Preparation on-going for commencement of main FPF-1 commissioning phase of activities

 

 

 

FPF-1 Modification Works

The FPF-1 modifications programme continues to advance towards the planned sail-away of the vessel from the yard in late Q1-2016. At this stage in the work programme, the focus is on closing out the main construction phase activities and the start-up of commissioning operations. Pipework pressure testing on the topsides processing and utility systems is well advanced and electrical cable termination activities are nearing conclusion, close out of which will facilitate the commencement of the main commissioning phase. Pre-commissioning activities are on-going. The temporary generators required for commissioning are ready on-site, hot oil flushing of package lube oil pipework has commenced and site acceptance testing of the integrated control and safety system equipment is in progress.

 

 

 

Stella development drilling programme successfully completed in April 2015

 

Drilling Programme

The five well Stella development drilling programme was successfully completed in April 2015. 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.

 

 

 

Completion of 2015 subsea infrastructure installation operations progressing to plan

 

Subsea Infrastructure WORKS

The 2015 subsea infrastructure installation campaign is in the process of being concluded as planned. Technip has recently completed installation of the three kilometre oil export pipeline from the FPF-1 riser base to the Single Anchor Loading structures and will return in October 2015 to perform the final pipeline tie-ins. This will then conclude the overall 2015 subsea work programme. Thereafter the only remaining subsea workscope relates to the installation and hook-up of the dynamic risers and umbilicals connecting the infrastructure on the seabed to the FPF-1 once the vessel has been anchored on location.

 

 

 

 

 

COMMODITY HEDGING

Significant downside commodity price protection from hedging in place

 

As part of its overall risk management strategy, the Company's commodity hedging policy is centred on underpinning revenues from existing producing assets at the time of major capital expenditure programmes and locking in asset acquisition paybacks. 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.

 

The Company's oil price hedging position is summarised as follows:

· 8,800 bopd hedged at $70/bbl from July 2015 to June 2016

· 4,000 bopd hedged at $69/bbl from July 2016 to June 2017

 

Additionally, for gas years 2015-16 the Company has put options establishing a gas price floor of £0.58/therm (~$10/MMbtu) for 190 million therms (~20 billion cubic feet) of production from the Stella field. Given the gas hedging is in the form of put options, the financial benefit of the hedges will be realised regardless of production in the relevant period.

 

 

 

 

OPERATING EXPENDITURE

Unit operating costs ~$35/boe in H1 2015, ~29% lower than in 2014

 

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 from the executed oil price hedging, the Company and its partners continue to actively work on delivering 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 high cost Beatrice and Jacky fields and 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 29% to $35/boe compared to the same period in 2014 (H1 2014: $49/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 may be the last year of production given costs may well exceed revenues in the current price environment.

 

Full year unit operating expenditure is anticipated to average around $35/boe, down from the anticipated level at the start of the year of approximately $40/boe.

 

With the significant benefit of the oil price hedging in place, the Company has a Brent breakeven price for the existing producing asset base of under $10/bbl until Stella start-up.

 

 

 

CAPITAL EXPENDITURE

~$150M 2015 capital expenditure programme approximately two-thirds complete by end H1 2015

 

The Company anticipates net 2015 capital expenditure to total approximately $150 million, a near 60% reduction compared to the previous year. Approximately two-thirds of the expenditure relates to the GSA, with the balance associated with completion and tie-in of the Ythan development well, continuation of the Wytch Farm well workover programme and asset maintenance activities. In line with guidance, approximately $100 million of the 2015 capital expenditure programme was incurred in H1 2015. This was driven by completion of drilling operations on Stella and Ythan along with the execution of various GSA subsea infrastructure installation works.

Expenditure on the planned capital expenditure programme for 2016 is currently anticipated to total around $50 million, of which half relates to completion of Stella start-up works. There are a number of production enhancement opportunities with the existing producing asset portfolio that could be added to the planned capital expenditure programme, should the prevailing economics justify inclusion. The sanction of any such expenditures are within the control of the Company.

 

 

 

NET DEBT

Forecast peak net debt reduced to under $800 million

 

Net debt at 30 June 2015 was $788 million out of total debt funding facilities of $950 million. This was lower than the previously indicated expectation for peak net debt of $825-850 million in the second quarter of the year primarily as a consequence of the slower than forecast unwinding of the working capital position associated with investment activities in H1 2015.

Following the approximately $30 million net cash receipt from the sale of the Norwegian business in early July 2015 and forecast operating cashflows for the remainder of the year, the peak net debt requirement prior to Stella start-up is reduced to under $800 million. Given the level of oil hedges in place, this position is largely insensitive to prevailing Brent prices.

 

 

 

Q2 2015 RESULTS OF OPERATIONS

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED JUNE 30, 2015

Revenue decreased by $40.7 million in Q2 2015 to $59.2 million (Q2 2014: $99.9 million). This 41% reduction was driven by a decrease of $47/bbl or 43% in the pre-hedging realised oil price, partly offset by a modest increase in underlying sales volumes.

 

Sales volumes increased in Q2 2015 primarily due to the inclusion of production from the Summit Assets, which were acquired in July 2014. This increase was partially offset by the absence of Beatrice and Jacky sales volumes in Q2 2015 following the re-transfer of the Beatrice facilities to Talisman during the quarter, combined with the exclusion of Athena and Anglia revenues, which were accounted for as part of the onerous contracts provision in 2014. If revenues were however to be adjusted to include Athena and Anglia sales volumes, there would be an increase in Q2 2015 revenue to $66.9 million.

 

The significant fall in Brent from $110/bbl in Q2 2014 to $62/bbl in Q2 2015 drove a decrease in average realised oil prices from $109/bbl in Q2 2014 to $62/bbl in Q2 2015. This decrease was nonetheless partially offset by a realised hedging gain of $34/bbl in the quarter.

 

The Company's realised oil prices do not strictly follow the Brent price pattern given the various oil sales contracts in place, with some fields sold at a discount or premium to Brent and under contracts with differing timescales for pricing.

 

SIX MONTHS ENDED JUNE 30, 2015

Revenue decreased by $70.1 million in H1 2015 to $129.5 million (H1 2014: $199.6 million). This 35% reduction was driven by a decrease of $49/bbl or 45% in the pre-hedging realised oil price, partly offset by a 30% increase in underlying sales volumes.

Sales volumes increased in H1 2015 primarily due to the inclusion of production from the Summit Assets. As noted above, this was partially offset by the absence of Beatrice and Jacky sales volumes together with the exclusion of Anglia and Athena revenues in H1 2015 accounted for as part of the onerous contract provision.

There was a decrease in average realised oil prices from $109/bbl in H1 2014 to $60/bbl in H1 2015. The average Brent price for the six months ended 30 June 2015 was $58/bbl compared to $107/bbl for H1 2014. As above, the Company's realised oil prices do not strictly follow the Brent price pattern. The decrease in realised oil price was partially offset by a realised hedging gain of $24/bbl in the period (excluding the benefit of the accelerated hedging reset).

 

 

 

3-Months Ended 30 June

6-Months Ended 30 June

Average Realised Price

 

2015

2014

2015

2014

Oil Pre-Hedging

$/bbl

62

109

60

109

Oil Post-Hedging

$/bbl

96

104

84

105

Gas

$/boe

24

29

23

37

 

 

 

 

COST OF SALES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3-Months Ended 30 June

6-Months Ended 30 June

$'000

2015

2014

2015

2014

Operating Expenditure

29,499

51,896

57,622

93,161

DD&A

31,702

51,307

62,259

83,772

Movement in Oil & Gas Inventory

(3,068)

(15,596)

13,123

(3,735)

Oil purchases

-

373

-

792

Total

58,133

87,980

133,004

173,989

 

THREE MONTHS ENDED JUNE 30, 2015

Cost of sales decreased in Q2 2015 to $58.1 million (Q2 2014: $88.0 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 in the quarter to $29.5 million (Q2 2014: $51.9 million) primarily due to the cessation of operations on the high cost Beatrice and Jacky fields in Q1 2015 and re-transfer of the Beatrice facilities to Talisman, combined with the absence of $13.5 million of Athena and Anglia operating costs provided for under the onerous contract provision in Q4 2014. Additionally, there have also been significant cost savings realised across the portfolio as supply chain contract renegotiations and contractor rate reductions have contributed to a fall in actual and forecast offshore facility and processing terminal costs, notably including the removal of the FPSO day rate on the Ithaca operated Athena field from June 2015.

 

The unit operating costs for the quarter (inclusive of Athena and Anglia) were $37/boe. This represents a reduction of over 20% compared to the rate of $48/boe in Q2 2014. Taking into account one-off costs incurred in the quarter, most significantly being the planned repair of the Broom water injection pipeline, full year unit operating costs are expected to be in the region of $35/boe.

 

Absent expenditure associated the Athena and Anglia fields, which are expected to cease production in 2015, the underlying unit operating cost in the quarter was under $30/boe.

 

DD&A

The unit DD&A rate for the quarter decreased significantly to $27/boe (Q2 2014: $48/boe), resulting in the total DD&A expense for the quarter reducing to $31.7 million (Q2 2014: $51.3 million). This reduction was mainly attributable to a different contributing field mix, for example the inclusion of the Summit Assets and the exclusion of Beatrice and Jacky as well as the absence of Athena and Anglia, both of which have also been fully written down. The blended unit cost has been further reduced by the write downs booked in 2014 as a consequence of the change in oil price environment.

 

MOVEMENT IN INVENTORY

An oil and gas inventory movement of $3.1 million was credited to cost of sales in Q2 2015 (Q2 2014 credit of $15.6 million). Movements in oil inventory arise due to differences between barrels produced and sold, with production being recorded as a credit to movement in oil inventory through cost of sales until the oil has been sold.

 

SIX MONTHS ENDED JUNE 30, 2015

Cost of sales decreased in H1 2015 to $133.0 million (H1 2014: $174.0 million) due to decreases in operating costs and DD&A, partially offset by the movement in oil and gas inventory.

 

OPERATING EXPENDITURE

Operating costs decreased in the period to $57.6 million (H1 2014: $93.2 million) as a result of the previously noted enhancement of the overall production mix, with increased production from lower operating cost fields, together with the effect of the wider cost savings achieved across the portfolio as a consequence of the supply chain cost reduction initiatives and the absence of Athena and Anglia costs provided for under the onerous contract provision.

 

DD&A

DD&A for the period decreased to $62.3 million (H1 2014: $83.8 million). As noted above, this decrease was primarily due to the different contributing field mix along with the impact of the write downs booked in 2014 as a consequence of the change in oil price environment.

 

MOVEMENT IN INVENTORY

An oil and gas inventory movement of $13.1 million was charged to cost of sales in H1 2015 (H1 2014: credit of $3.7 million). In H1 2015 fewer barrels of oil were produced (2,106 kbbls) than sold (2,279 kbbls), mainly as a result of the timing of Cook and Pierce field liftings.

 

Movement in OperatingOil & Gas Inventory

Oil

kbbls

Gas

kboe

Total

kboe

Opening inventory

366

3

369

Production

2,106

173

2,279

Liftings/sales

(2,279)

(170)

(2,449)

Transfers/other

(7)

-

(7)

Closing volumes

186

6

192

 

 

 

 

IMPAIRMENT CHARGES AND EXPLORATION & EVALUATION EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$'000

3-Months Ended 30 June

6-Months Ended 30 June

 

2015

2014

2015

2014

Exploration & Evaluation ("E&E")

28,057

446

29,101

2,454

Impairment

-

-

-

2,895

Total

28,057

446

29,101

5,349

 

Exploration and evaluation expenses of $28.1 million were recorded in the quarter (Q2 2014: $0.4 million). This primarily relates to the drilling of the unsuccessful Snømus exploration well in Norway in Q2 2015. Given the 1 January 2015 effective date for the divestment of the Norwegian business to MOL, the costs associated with the well were paid for by MOL as part of the transaction completion price adjustments.

 

 

ADMINISTRATION EXPENSES

Admin expenditure forecast to fall in 2015 due to on-going cost reduction measures

 

 

 

3-Months Ended 30 June

6-Months Ended 30 June

$'000

2015

2014

2015

2014

General & Administration ("G&A")

1,697

3,507

5,102

6,778

Share Based Payments

209

339

389

766

Total Administration Expenses

1,906

3,846

5,491

7,544

 

THREE MONTHS ENDED JUNE 30, 2015

Total administrative expenses decreased in the quarter to $1.9 million (Q2 2014: $3.8 million) primarily due to a reduction in the cost base of the business as a result of the lower oil price environment. Share based payment expenses have remained relatively flat with small fluctuations based on the timing of option grants and therefore the amortisation profile.

 

SIX MONTHS ENDED JUNE 30, 2015

Total administrative expenses decreased in the period to $5.5 million (H1 2014: $7.5 million) primarily due to the cost saving drive initiated as a result of the lower oil price environment. Additionally, around $2 million (pre-tax) of the total General and Administration ("G&A") cost relates to the cost of operating the Company's Norwegian office. Given the 1 January 2015 effective date for the divestment of the Norwegian business to MOL, these costs were paid for by MOL as part of the transaction completion price adjustments and as such have been fully reimbursed and will be absent going forward.

 

 

 

 

FOREIGN EXCHANGE & FINANCIAL INSTRUMENTS

 

 

 

 

 

 

 

 

3-Months Ended 30 June

6-Months Ended 30 June

 

$'000

2015

2014

2015

2014

 

(Loss)/gain on Foreign Exchange

(2,513)

2,203

(4,009)

1,830

Realised gain/(loss) on Financial Instruments

31,830

(3,822)

110,508

(2,538)

Revaluation of Financial Instruments

(41,661)

(7,381)

(91,216)

(4,703)

Total Foreign Exchange & Financial Instruments

(12,344)

(9,000)

15,283

(5,411)

          

 

THREE MONTHS ENDED JUNE 30, 2015

A foreign exchange loss of $2.5 million was recorded in Q2 2015 (Q2 2014: $2.2 million gain). The majority of the Company's revenue is US dollar denominated while expenditures are incurred predominantly in British pounds, although US dollar and Euro denominated costs are also incurred. General volatility in the GBP:USD exchange rate is the primary driver behind the foreign exchange gains and losses, with the rate moving from 1.48 at April 1, 2015 to 1.57 at June 30, 2015, with a material fluctuation within the quarter of between 1.46 and 1.59.

 

The Company recorded an overall $9.8 million loss on financial instruments for the quarter ended June 30, 2015 (Q2 2014: $11.2 million loss).

 

A $31.8 million gain was realised in Q2 2015, comprising $31.3 million relating to oil hedges maturing during the quarter with an average exercise price of $96 compared to an average Brent price of $62/bbl, combined with a $0.6 million gain on foreign exchange instruments, partially offset by a minor $0.1 million realised loss on interest rate swaps.

 

Offsetting the realised gain was a $41.7 million revaluation of instruments as at June 30, 2015, which relates to instruments still held at quarter end. This revaluation was primarily due to a loss on revaluation of commodity hedges of $48.3 million, partly offset by a gain on revaluation of foreign exchange instruments of $6.6 million. The loss on commodity instruments is due primarily to the realisation of the amounts noted above (i.e. where they are no longer still held at the period end), coupled with an decrease in value of the remaining instruments relative to the end of Q1 2015. The value of oil swaps and put options at the end of Q2 2015 has gone down based on the increase in the Brent oil forward curve ($61/bbl at end Q2 2015 compared to $54/bbl at the end of Q1 2015) and movement in the implied volatility at the end of the reporting periods.

 

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 each reporting period end.

 

SIX MONTHS ENDED JUNE 30, 2015

A foreign exchange loss of $4.0 million was recorded in H1 2015 (H1 2014: $1.8 million gain) primarily due to volatility in the GBP:USD exchange rate with fluctuation between 1.46 and 1.59 during the period, closing at 1.57 on June 30, 2015.

 

The Company recorded an overall $19.3 million gain on financial instruments for the six month period ended June 30, 2015 (Q2 2014: $7.2 million loss).

 

A $110.5 million gain was realised in respect of commodity hedges, comprising $59.7 million relating to the accelerated oil hedging gain and $50.3 million relating to oil and gas hedges maturing during the period.

 

Offsetting the realised gain was the revaluation of instruments as at June 30, 2015, which relates to instruments still held at quarter end. This $91.2 million revaluation primarily related to a loss on revaluation of commodity hedges of $96.3 million, partly offset by a gain on revaluation of foreign exchange instruments of $5.0 million. The loss on commodity instruments was primarily due to the realisation of the amounts noted above (i.e. where they are no longer still held at the period end), partly offset by an increase in value of the remaining swaps and put options based on the movement in the forward curve and the implied volatility at the end of the reporting period.

 

 

 

 

FINANCE COSTS

 

 

 

 

3-Months Ended 30 June

6-Months Ended 30 June

$'000

2015

2014

2015

2014

Bank interest and charges

(2,117)

(3,161)

(4,627)

(7,140)

Senior notes interest

(3,444)

-

(7,349)

-

Finance lease interest

(264)

-

(530)

-

Non-operated asset finance fees

(25)

(38)

(51)

(101)

Prepayment interest

(781)

(310)

(781)

(310)

Loan fee amortisation

(1, 881)

(923)

(3,058)

(1,850)

Accretion

(2,261)

(1,315)

(4,499)

(2,620)

Total Finance Costs

(10,774)

(5,747)

(20,895)

(12,021)

         

 

THREE MONTHS ENDED JUNE 30, 2015

Finance costs increased to $10.8 million in Q2 2015 (Q2 2014: $5.7 million). This rise primarily reflects interest costs on the senior unsecured notes issued in July 2014. Drawn debt, including the senior notes, has increased from $616 million at the end of Q2 2014 to $813 million at the end of Q2 2015 following continued investment in the GSA development programme.

 

Accretion costs increased by $0.9 million compared to Q2 2014 due to higher decommissioning liabilities as at June 30, 2015 as a result of inclusion of the decommissioning liabilities associated with the Summit Assets.

 

SIX MONTHS ENDED JUNE 30, 2015

Finance costs increased to $20.9 million in H1 2015 (H1 2014: $12.0 million). As noted above, this rise primarily reflects increased interest costs and fees incurred in relation to the senior unsecured notes.

 

 

 

TAXATION

No UK tax anticipated to be payable prior to 2020

 

 

 

3-Months Ended 30 June

6-Months Ended 30 June

$'000

2015

2014

2015

2014

UK & Norway corporation tax ("CT") - excluding CT rate changes

67,561

7,730

75,694

19,536

Impact of change in tax rates

-

-

(41,501)

-

Petroleum revenue tax

(847)

-

(1,990)

-

Total Taxation

66,714

7,730

32,203

19,536

 

THREE MONTHS ENDED JUNE 30, 2015

A tax credit of $66.7 million was recognized in the quarter ended June 30, 2015 (Q2 2014: $7.7 million credit). This credit is a product of adjustments to the tax charge primarily relating to the UK Ring Fence Expenditure Supplement, the non-taxable gain on disposal of Norway, and additional capital allowances recognised in relation to Stella for expenditure incurred by Ithaca but paid by Petrofac (refer to note 25 in the Q2 2015 Consolidated Financial Statements).

 

As a result of the above factors, the loss before tax of $26.8 million becomes a profit after tax of $39.9 million (Q2 2014: $0.7 million profit).

 

SIX MONTHS ENDED JUNE 30, 2015

A tax credit of $32.2 million was recognised in the six months ended June 30, 2015 (H1 2014: $19.5 million credit). This amount includes $75.7 million credit relating to UK and Norway taxation which is a product of the taxable loss generated and adjustments to deferred tax charge primarily relating to the UK Ring Fence Expenditure Supplement, the non-taxable gain on disposal of Norway and additional capital allowances recognised in relation to Stella for expenditure incurred by Ithaca but paid by Petrofac (refer to note 25 in the Q2 2015 Consolidated Financial Statements).

 

This credit is offset by a charge of $41.5 million relating to changes 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 will 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 $52.1 million relating to deferred Corporation Tax. This was partially offset by a credit of $10.6 million relating to the impact in the change of the rate of PRT 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 $18.4 million becomes a profit after tax of $13.8 million (H1 2014: $17.0 million profit). Adjusting for the impact of the change in tax rates would give a profit after tax of $55.3 million.

 

 

 

 

CAPITAL INVESTMENTS

Continued significant investment in GSA development in 2015

 

 

$'000

Additions H1 2015

Development & Production ("D&P")

89,786

Exploration & Evaluation ("E&E")

28,899

Other Fixed Assets

658

Total

119,343

Norway Tax Receivable

(20,904)

Total Post-Tax

98,439

 

Capital additions to development and production ("D&P") assets totalled $89.8 million in H1 2015. These relate primarily to the execution of the GSA development (as described above) and the development of the Ythan field.

 

Capital additions to E&E assets in H1 2015 were $28.9 million predominantly relating to drilling of the Snømus prospect, the costs of which have been reimbursed upon completion of the sale of the Norwegian operations.

 

Total capital expenditure in H1 2015 net of the associated Norwegian tax receivable of $20.9 million was $98.5 million.

 

 

 

 

WORKING CAPITAL

 

 

 

$'000

30 Jun. 2015

31 Dec. 2014

Increase / (Decrease)

Cash & Cash Equivalents

25,423

19,381

6,042

Trade & Other Receivables

285,796

267,887

17,909

Inventory

17,813

27,481

(9,668)

Other Current Assets

59,967

150,760

(90,793)

Trade & Other Payables

(329,242)

(392,131)

62,889

Net Working Capital*

59,757

73,378

(13,621)

*Working capital being total current assets less trade and other payables

 

 

 

As at June 30, 2015, Ithaca had a net working capital balance of $59.8 million, including an unrestricted cash balance of $25.4 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.

 

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 decreased over the six month period to 30 June 2015 mainly as a result of crystallisation of the cash receipt of a proportion of the oil price hedges held at period end. This was partially offset by increased settlement of payables associated with the on-going GSA development programme.

 

As noted in the Q1 2015 Management Discussion and Analysis, in April 2015 Trap Oil plc ("Trap"), a 15% working interest partner in the Ithaca operated Athena field, announced that it thought highly likely insolvency proceedings, such as administration or liquidation, would commence. Subsequently, the Athena co-venturers and other principal creditors of Trap entered into a settlement agreement with the company in order to implement an optimal solution for protecting the financial interests of the creditors. In return for the payment of £1.6 million to the Athena co-venturers, all of Trap's future field liabilities will be met by the remaining co-venturers, with repayment of these liabilities being met through the receipt of 60% of any sale proceeds arising from Trap's existing licence interests, up to 125% of the outstanding liabilities. As at June 30, 2015, Ithaca has booked no additional liabilities in relation to this and does not expect any material liabilities to arise.

 

 

 

 

CAPITAL RESOURCES

Strong liquidity - total debt funding capacity of $950 million in place

 

DEBT FACILITIES

At June 30, 2015, following the bank debt facilities simplification and extension, Ithaca had two UK bank debt facilities available, being the $575 million senior RBL Facility and the $75 million junior RBL Facility, both due September 2018 (further information is provided in the "Corporate Activities" section above). The Company also had $300 million senior unsecured notes, due July 2019. At the end of Q2 2015, the Company had unused UK bank debt facilities totalling approximately $137 million (Q2 2014: $160 million), with approximately $513 million drawn under the RBL facility.

 

The Company's bank debt facilities are forecast to be sufficient to ensure that adequate financial resources are available to cover anticipated future commitments when combined with existing cash balances and forecast cash from operations.

 

The Company was in compliance with all its relevant financial and operating covenants during the quarter. 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.

 

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.

 

 

H1 2015 CASHFLOW MOVEMENTS

During the six months ended June 30, 2015 there was a cash inflow from operating, investing and financing activities of approximately $6 million (H1 2014 outflow of $13 million); as set out in the following graph.

 

 

 

Cashflow from operations

Cash generated from operating activities was $140 million primarily attributable to cash generated from the Dons , Causeway Area, Cook and Wytch Farm fields, as well as the acceleration of a portion of the accumulated oil hedging gain received during the Q1 2015.

 

Cashflow from financing activities

Cash generated from financing activities was $44 million primarily due to drawdowns of the debt facilities in H1 2015 ($55.2 million), less interest and bank charges ($11.3 million).

 

Cashflow from investing activities

Cash used in investing activities was $118 million, primarily related to further capital expenditure on the GSA development, together with Ythan well costs.

 

 

 

 

COMMITMENTS

 

 

 

$'000

1 Year

2-5 Years

5+ Years

Office Leases

408

462

-

Licence Fees

593

-

-

Engineering

14,210

-

-

Total

15,211

462

-

 

 

 

 

The Company's commitments relate primarily to completion of the capital investment programme on the GSA development, in addition to more limited commitments associated with the Wytch Farm field well workover programme. These commitments are expected to be funded through the Company's existing cash balance, forecast cashflow from operations and available debt facilities.

 

 

 

FINANCIAL INSTRUMENTS

 

 

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:

 

Financial Instrument Category

Ithaca Classification

Subsequent Measurement

Held-for-trading

Cash, cash equivalents, restricted cash, derivatives, commodity hedges, long-term liability

Fair Value with changes recognised in net income

Held-to-maturity

-

Amortised cost using effective interest rate method.Transaction costs (directly attributable to acquisition or issue of financial asset/liability) are adjusted to fair value initially recognised. These costs are also expensed using the effective interest rate method and recorded within interest expense.

Loans and Receivables

Accounts receivable

Other financial liabilities

Accounts payable, operating bank loans, accrued liabilities

 

The classification of all financial instruments is the same at inception and at June 30, 2015.

 

The table below presents the total gain / (loss) on financial instruments that has been disclosed through the statement of comprehensive income.

 

 

 

 

Three months ended June 30

Six months ended

June 30

$'000

2015

2014

2015

2014

Revaluation Forex Forward Contracts

6,665

-

5,039

(4,171)

Revaluation of Interest Rate Swaps

(23)

(111)

(265)

(234)

Revaluation of Other Long Term Liability

-

(393)

307

(370)

Revaluation of Commodity Hedges

(48,303)

(6,877)

(96,297)

72

Total Revaluation (Loss) / Gain

(41,661)

(7,381)

(91,216)

(4,703)

Realised Gain on Forex Contracts

607

-

607

4,028

Realised Gain/(Loss) on Commodity Hedges

31,330

(3,667)

110,106

(6,341)

Realised (Loss) on Interest Rate swaps

(107)

(155)

(206)

(225)

Total Realised (Loss) / Gain

31,830

(3,822)

110,507

(2,538)

Total (Loss)/Gain on Financial Instruments

(9,831)

(11,203)

19,291

(7,241)

 

COMMODITIES

The following table summarises the commodity hedges in place at the end of the quarter.

 

Derivative

Term

Volumebbl

Average Price$/bbl

Oil Swaps

July 2015 - June 2017

3,900,686

69

Oil Capped Swaps

October 2015 - June 2016

575,926

63*

Oil Put Options

July 2015 - September 2015

202,400

100

Derivative

Term

VolumeTherms

Average Pricep/therm

Gas Puts

October 2015 - June 2017

187,300,000

63

Gas Swaps

July 2015 - March 2017

11,615,668

47

* Exposure to increase in oil price capped at $102 / bbl

 

 

 

 

FOREIGN EXCHANGE

The table below summarises the foreign exchange financial instruments in place at the end of the quarter.

 

Derivative

Forward plus contracts

Forward contracts

Term

July-Dec 15

July 15 - Dec 16

Value

£24 million

£58 million

Protection Rate

$1.60/£1.00

N/A

Trigger Rate

$1.41/£1.00

$1.48

 

INTEREST RATES

The Company also enters into interest rate swaps as a measure of hedging its exposure to interest rate risks on the loan facilities. As at the end of the quarter, the Company has hedged interest payments on the following:

 

Derivative

Interest rate swap

Interest rate swap

Term

July - Dec 15

Jan - Dec 16

Value

$200 million

$50 million

Rate

0.44%

1.24%

 

 

 

 

QUARTERLY RESULTS SUMMARY

 

 

 

 

 

 

 

 

 

Restated1

$'000

30 Jun 2015

31 Mar 2015

31 Dec 2014

30 Sep 2014

30 Jun 2014

31 Mar 2014

31 Dec 2013

30 Sep 2013

Revenue

59,152

88,928

90,094

99,931

96,600

111,696

114,112

128,360

Profit/(Loss) After Tax

39,888

(49,517)

7,954

659

16,365

44,242

43,145

53,828

 

 

 

 

 

 

 

 

 

Earnings per share "EPS" - Basic2

0.12

(0.15)

0.02

0.00

0.05

0.14

0.14

0.18

EPS - Diluted2

0.12

(0.15)

0.02

0.00

0.05

0.13

0.13

0.17

Common shares outstanding (000)

329,519

329,519

329,519

328,399

326,195

323,634

317,366

317,366

           

 

 

 

1 Q3-13 restated to account for adjustment to Valiant acquisition accounting

2 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 Valiant and Summit Asset acquisitions, are fluctuations in underlying commodity prices and movement in production volumes. The Company has utilized forward sales contracts and foreign exchange contracts to take advantage of higher commodity prices while reducing the exposure to price volatility. These contracts can cause volatility in profit after tax as a result of unrealized 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 as noted above.

 

 

 

 

 

OUTSTANDING SHARE INFORMATION

 

 

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 June 30, 2015 Ithaca had 329,518,620 common shares outstanding along with 21,553,220 options outstanding to employees and directors to acquire common shares.

In Q2 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.

 

 

 

 

30 June 2015

Common Shares Outstanding

329,518,620

Share Price(1)

$0.85 / Share

Total Market Capitalisation

$280,090,827

(1) Represents the TSX close price (CAD$1.05) on 30 June 2015. US$:CAD$ 0.8093 on 30 June 2015

 

 

 

CONSOLIDATION

 

 

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 Holdings")

· Ithaca Energy (UK) Limited ("Ithaca UK")

· Ithaca Minerals North Sea Limited ("Ithaca Minerals")

· Ithaca Energy Holdings (UK) Limited ("Ithaca Holdings UK")

· Ithaca Petroleum Limited (formerly Valiant Petroleum plc)

· Ithaca Causeway Limited (formerly Valiant Causeway Limited)

· Ithaca Exploration Limited (formerly Valiant Exploration Limited)

· Ithaca Alpha (NI) Limited (formerly Valiant Alpha (NI) Limited

· Ithaca Gamma Limited (formerly Valiant Gamma Limited)

· Ithaca Epsilon Limited (formerly Valiant Epsilon Limited)

· Ithaca Delta Limited (formerly Valiant Delta Limited)

· Ithaca North Sea Limited (formerly Valiant North Sea Limited)

· Ithaca Petroleum Holdings AS (formerly Valiant Petroleum Holdings AS)

· Ithaca Petroleum Norge AS (formerly Valiant Petroleum Norge AS)

· Ithaca Technology AS (formerly Valiant Technology AS)

· Ithaca AS (formerly Querqus AS)

· Ithaca Petroleum EHF (formerly Valiant Petroleum EHF)

· Ithaca SPL Limited (formerly Summit Petroleum Limited)

· Ithaca SP UK Limited (formerly Summit Petroleum UK Limited)

· Ithaca Dorset Limited (formerly Summit Dorset Limited)

· Ithaca Pipeline Limited (formerly Summit Pipeline Limited)

 

The consolidated financial statements include, from July 31, 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, Ithaca Petroleum Norge AS has been divested and as of 3Q 2015, will not feature in the financial results of the Company.

 

 

 

CRITICAL ACCOUNTING ESTIMATES

 

 

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.

 

Capitalized 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 assets may be impaired. For D&P 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 recognized 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 recognized at fair value on the balance sheet. The Company's financial instruments consist of cash, restricted cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities and the long term liability on the Beatrice acquisition. Measurement in subsequent periods is dependent on the classification of the respective financial instrument.

 

In order to recognize 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.

 

 

 

CONTROL ENVIRONMENT

 

 

The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as at June 30, 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 authorizations of management and directors of the Company; and

 

(c) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized 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 June 30, 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 June 30, 2015, there were no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

CHANGES IN ACCOUNTING POLICIES

 

 

New and amended standards and interpretations need to be adopted in the first interim 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 interim period that would be expected to have a material impact on the Company.

 

 

 

 

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 standardized 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.

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 June 30, 2015, finance lease assets of $31.4 million and related liabilities of $31.2 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 Q2 2015 was $0.0 million (Q2 2014: $0.1 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 June 30, 2015 the Company had a loan receivable from FPF-1 Ltd, an associate of the Company, for $58.8 million (December 31, 2014: $58.3 million) 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, utilizing 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.

 

 

 

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 December 31, 2014, (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 ability to drawdown the Facilities is based on the Company meeting certain covenants including coverage ratio tests, liquidity tests and development funding tests, which are determined by a detailed economic model of the Company. There can be no assurance that the Company will satisfy such tests in the future in order to have access to the full amount of the 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's 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 tests and liquidity requirements of the Facilities.

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: The Company believes this risk is mitigated by the financial position of the parties. The joint venture partners in those assets operated by the Company are largely well financed international companies. Where appropriate, a cash call process has been 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 BP Oil International Limited or Shell Trading International Ltd. Gas production is sold through contracts with RWE NPower PLC, Hess Energy Gas Power (UK) Ltd, Shell UK Ltd. and Esso Exploration & Production UK Ltd. Each of these parties has historically demonstrated their ability to pay amounts owing to Ithaca. The Company has not experienced any material credit loss in the collection of accounts receivable to date.

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.

 

 

 

FORWARD-LOOKING INFORMATION

 

 

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.

 

 

 

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;

· 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;

· The continued availability of the Facilities;

· The peak net drawn debt requirement prior to Stella start up;

· The timing of Stella 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 optimize 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.

 

 

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 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 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.

 

 

 

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;

· 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 rulings, orders and decisions; and,

· Risks associated with the nature of the common shares.

 

Additional Reader Advisories

 

The information in this MD&A is provided as of August 12, 2015. The Q2 2015 results have been compared to the results of the comparative period in 2014. This MD&A should be read in conjunction with the Company's unaudited consolidated financial statements as at June 30, 2015 and 2014 and with the Company's audited consolidated financial statements as at December 31, 2014 together with the accompanying notes and AIF for the year ended December 31, 2014. 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.

 

Consolidated Statement of Income

For the three and six months ended 30 June 2015 and 2014

(unaudited)

 

 

 

 

 

 

Three months ended 30 June

Six months ended 30 June

 

Note

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Revenue

5

 59,152

99,931

129,527

199,571

 

 

 

 

 

 

- Operating costs

 

(29,499)

(51,896)

(57,622)

(93,161)

- Oil purchases

 

-

(373)

-

(792)

- Movement in oil and gas inventory

 

3,068

15,596

(13,123)

3,735

- Depletion, depreciation and amortisation

 

(31,702)

(51,307)

(62,259)

(83,772)

Cost of sales

 

(58,133)

(87,980)

(133,004)

(173,989)

 

 

 

 

 

 

Gross Profit/ (Loss)

 

1,019

11,951

(3,477)

25,582

 

 

 

 

 

 

Exploration and evaluation expenses

10

(28,057)

(446)

(29,101)

(2,454)

Gain on disposal

32

25,237

-

25,237

2,190

(Loss)/Gain on financial instruments

27

(9,831)

(11,203)

19,291

(7,241)

Impairment of Assets

 

-

-

-

(2,895)

Administrative expenses

6

(1,906)

(3,846)

(5,491)

(7,544)

Foreign exchange

 

(2,513)

2,203

(4,009)

1,830

Finance costs

7

(10,775)

(5,747)

(20,895)

(12,021)

Interest income

 

-

17

50

42

(Loss) Before Tax

 

(26,826)

(7,071)

(18,395)

(2,511)

 

 

 

 

 

 

Taxation

25

66,714

7,730

32,203

19,536

Profit After Tax

 

39,888

659

13,808

17,025

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

Basic

24

0.12

0.00

0.04

0.05

Diluted

24

0.12

0.00

0.04

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

The accompanying notes on pages 6 to 22 are an integral part of the financial statements.

 

 

Consolidated Statement of Financial Position

 

 

 

 

(unaudited)

 

 

 

 

 

 

30 June

31 December

 

 

 

 

Note

2015

US$'000

2014

 

 

US$'000

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

25,423

19,381

 

 

Accounts receivable

8

284,112

266,747

 

 

Deposits, prepaid expenses and other

 

1,684

1,140

 

 

Inventory

9

17,813

27,481

 

 

Derivative financial instruments

28

59,967

150,760

 

 

 

 

388,999

465,509

 

 

Non-current assets

 

 

 

 

 

Long-term receivable

30

58,800

58,338

 

 

Long-term Norwegian tax receivable

8

-

7,032

 

 

Long-term inventory

9

8,126

8,126

 

 

Investment in associate

13

18,337

18,337

 

 

Exploration and evaluation assets

10

44,576

89,844

 

 

Property, plant & equipment

11

1,462,209

1,435,209

 

 

Deferred tax assets

 

192,901

139,266

 

 

Goodwill

12

137,114

137,114

 

 

 

 

1,922,063

1,893,266

 

 

 

 

 

 

 

 

Total assets

 

2,311,062

2,358,775

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

15

(329,242)

(392,131)

 

 

Exploration obligations

16

(4,370)

(5,431)

 

 

Onerous contracts

17

(1,254)

(21,635)

 

 

 

 

(334,866)

(419,197)

 

 

Non-current liabilities

 

 

 

 

 

Borrowings

14

(800,115)

(784,859)

 

 

Decommissioning liabilities

18

(217,604)

(213,105)

 

 

Other long term liabilities

19

(92,123)

(92,020)

 

 

Contingent consideration

21

(4,000)

(4,000)

 

 

Derivative financial instruments

28

(1,521)

(587)

 

 

 

 

(1,115,363)

(1,094,571)

 

 

 

 

 

 

 

 

Net assets

 

860,833

845,007

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

Share capital

22

551,632

551,632

 

 

Share based payment reserve

23

21,252

19,234

 

 

Retained earnings

 

287,949

274,141

 

 

Total equity

 

860,833

845,007

 

 

 

 

 

 

 

 

The financial statements were approved by the Board of Directors on 12 August 2015 and signed on its behalf by:

 

 

 

"Les Thomas"

 

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 "Alec Carstairs"

 

 

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes on pages 6 to 22 are an integral part of the financial statements.

 

 

 

Consolidated Statement of Changes in Equity

 

 

 

 

(unaudited)

 

 

 

 

 

 

Share Capital

Share based

payment

reserve

Retained Earnings

 

Total

 

 

 

US$'000

US$'000

US$'000

US$'000

 

Balance, 1 Jan 2014

535,716

19,254

298,676

853,646

 

Share based payment

-

3,280

-

3,280

 

Options exercised

12,393

(4,827)

 -

7,566

 

Profit for the period

 -

 -

17,025

17,025

 

Balance, 30 June 2014

548,109

17,707

315,701

 881,517

 

 

 

 

 

 

 

Balance, 1 Jan 2015

551,632

19,234

274,141

845,007

 

Share based payment

 -

2,018

 -

2,018

 

Profit for the period

 -

 -

13,808

13,808

 

Balance, 30 June 2015

551,632

21,252

287,949

860,833

 

              

 

The accompanying notes on pages 6 to 22 are an integral part of the financial statements.

 

Consolidated Statement of Cash Flow

 

 

 

For the three and six months ended 30 June 2015 and 2014

 

 

 

(unaudited)

 

 

 

 

 

Three months ended 30 June

Six months ended 30 June

 

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

CASH PROVIDED BY (USED IN):

 

 

 

 

 

Operating activities

 

 

 

 

 

Loss Before Tax

 

(26,826)

(7,071)

(18,395)

(2,511)

Adjustments for:

 

 

 

 

 

Depletion, depreciation and amortisation

11

31,702

51,307

62,259

83,771

Exploration and evaluation expenses

 10

28,057

446

29,101

2,454

Impairment

 

-

-

-

2,895

Onerous contracts

17

(8,611)

-

(20,002)

-

Share based payment

 

209

337

389

766

Loan fee amortisation

 

1,881

923

3,058

1,849

Revaluation of financial instruments

27

41,661

7,381

91,216

4,703

Gain on disposal

32

(25,237)

-

(25,237)

(2,190)

Accretion

 

2,261

1,305

4,499

2,610

Bank interest & charges

 

6,632

3,504

13,339

7,483

Cashflow from operations

 

51,729

58,132

140,227

101,830

 

Changes in inventory, receivables and payables relating to operating activities

(4,169)

(13,255)

(25,086)

22,148

 

 

 

 

 

 

Petroleum Revenue Tax paid

 

(2,711)

-

(4,443)

-

Net cash from operating activities

 

44,849

44,877

110,698

123,978

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditure

 

(57,700)

(106,020)

(117,946)

(234,725)

Loan to associate

 

(679)

(20,763)

(462)

(20,854)

Proceeds on disposal

 

 -

-

-

2,190

Changes in receivables and payables relating to investing activities

(14,130)

58,435

(29,293)

(59,971)

Net cash used in investing activities

 

(72,509)

(68,348)

(147,701)

(313,360)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from issuance of shares

 

-

517

-

7,567

Derivatives

 

-

-

-

(1,315)

Loan draw down

 

28,908

35,914

55,188

171,865

Bank interest & charges

 

(1,732)

(3,024)

(11,311)

(5,941)

Net cash from financing activities

 

27,176

33,407

43,877

172,176

 

 

 

 

 

 

Currency translation differences relating to cash

(2)

1,671

(832)

4,524

 

 

 

 

 

 

Increase / (decrease) in cash and cash equiv.

(486)

11,607

6,042

(12,682)

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

25,909

39,146

19,381

63,435

 

 

 

 

 

 

Cash and cash equivalents, end of period

25,423

50,753

25,423

50,753

 

 

 

 

 

 

         

 

The accompanying notes on pages 6 to 22 are an integral part of the financial statements.

 

1. NATURE OF OPERATIONS

 

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 exploration, 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".

 

2. BASIS OF PREPARATION

 

These interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. These interim consolidated financial statements do not include all the necessary annual disclosures in accordance with IFRS.

 

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as of 12 August 2015, the date the Board of Directors approved the statements. Any subsequent changes to IFRS that are given effect in the Corporation's annual consolidated financial statements for the year ending 31 December 2015 could result in restatement of these interim consolidated financial statements.

 

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.

 

The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand (US$ 000), except when otherwise indicated.

 

The condensed interim consolidated financial statements should be read in conjunction with the Corporation's annual financial statements for the year ended 31 December 2014.

 

 

3. SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATION UNCERTAINTY

 

Basis of measurement

 

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.

 

Basis of consolidation

 

The interim 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 one 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.

 

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.

 

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 required, the difference is recognised directly in the statement of income as negative goodwill.

 

Goodwill

 

Capitalisation

 

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.

 

Impairment

 

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.

 

Interest in joint arrangements and associates

 

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.

 

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 statement of income reflects the Corporation's share of the results and operations after tax and interest.

 

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).

 

Revenue

 

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.

 

Interest income is recognised on an accruals basis and is separately recorded on the face of the statement of income.

 

Foreign currency translation

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Corporation and its subsidiary 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.

 

Share based payments

 

The Corporation has a share based payment plan as described in note 22 (c). The expense is recorded in the 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 payment 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.

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flow, cash and cash equivalents include investments with an original maturity of three months or less.

 

Financial Instruments

 

All financial instruments, other than those designated as effective hedging instruments, are initially recognised at fair value in the statement of financial position. The Corporation's financial instruments consist of cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities, contingent consideration and borrowings. 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.

 

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.

 

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.

 

Analysis of the fair values of financial instruments and further details as to how they are measured are provided in notes 27 to 29.

 

Inventory

 

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.

 

Trade receivables

 

Trade receivables are recognised and carried at the original invoiced amount, less any provision for estimated irrecoverable amounts.

 

Trade payables

 

Trade payables are measured at cost.

 

Property, Plant and Equipment

 

Oil and gas expenditure - exploration and evaluation assets

 

Capitalisation

 

Pre-acquisition costs on oil and gas assets are recognised in the 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.

 

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 is written off to the statement of income in the period the relevant events occur.

 

Impairment

 

The Corporation's oil and gas assets are analysed into CGUs 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.

 

Oil and gas expenditure - development and production assets

 

Capitalisation

 

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.

 

Depreciation

 

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

 

Impairment

 

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.

 

Non Oil and Natural Gas Operations

 

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.

 

Borrowings

 

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.

 

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.

 

Contingent consideration

 

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 the statement of income or in other comprehensive income in accordance with IAS 39.

 

Taxation

 

Current income tax

 

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.

 

Deferred income tax

 

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.

 

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.

 

Operating leases

 

Rentals under operating leases are charged to the statement of income on a straight line basis over the period of the lease.

 

Finance leases

 

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.

 

Maintenance expenditure

 

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 interim 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 interim period that would be expected to have a material impact on the Corporation.

 

Significant accounting judgements and estimation uncertainties

 

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.

 

The amounts recorded for depletion, depreciation of property and equipment, long-term liability, stock-based compensation, contingent consideration, decommissioning liabilities, derivatives and deferred taxes are based on estimates. The depreciation charge and any impairment tests 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.

 

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

 

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Oil sales

57,404

97,231

125,675

193,833

Gas sales

1,841

1,463

3,240

3,519

Condensate sales

136

116

289

135

Other income

(229)

1,121

323

2,084

 

59,152

99,931

129,527

199,571

 

6. ADMINISTRATIVE EXPENSES

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

General & administrative

(1,697)

(3,507)

(5,102)

(6,778)

Share based payment

(209)

(339)

(389)

(766)

 

(1,906)

(3,846)

(5,491)

(7,544)

 

 

 

 

 

7. FINANCE COSTS

 

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Bank interest and charges

(2,117)

(3,161)

(4,627)

(7,140)

Senior notes interest

(3,444)

-

(7,349)

-

Finance lease interest

(264)

-

(530)

-

Non-operated asset finance fees

(27)

(38)

(51)

(101)

Prepayment interest

(781)

(310)

(781)

(310)

Loan fee amortisation

(1,881)

(923)

(3,058)

(1,850)

Accretion

(2,261)

(1,315)

(4,499)

(2,620)

 

(10,775)

(5,747)

(20,895)

(12,021)

 

8. ACCOUNTS RECEIVABLE

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Norwegian tax receivable - non-current

-

7,032

Norwegian tax receivable - current

-

25,362

Norwegian disposal consideration

34,232

-

Trade debtors

158,252

229,248

Accrued income

91,628

12,137

 

284,112

273,779

 

 

 

 

 

 

9. INVENTORY

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Crude oil inventory - current

15,626

25,333

Crude oil inventory - non current

8,126

8,126

Materials inventory

2,187

2,148

 

25,939

35,607

 

The non-current portion of inventory relates to long term stocks at the Sullom Voe Terminal.

 

 

10. EXPLORATION AND EVALUATION ASSETS

 

US$'000

 

 

At 1 January 2014

57,628

 

 

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

89,844

 

 

Additions

28,899

Disposals

(44,005)

Release of exploration obligations

(1,061)

Write offs/relinquishments

(29,101)

At 30 June 2015

44,576

 

 

 

Write offs in the period of $29.1 million primarily relate to the Norwegian Snomus project. An exploration well was drilled and found to be dry, resulting in the carrying value of the asset being fully written off to nil.

 

The above also includes the release of the exploration obligation provision against expenditure incurred. (Note 16)

 

The disposal in the quarter relates to the sale of the wholly owned subsidiary, Ithaca Petroleum Norge AS. (Note 32)

 

11. PROPERY, PLANT AND EQUIPMENT

 

Development & Production

Oil and Gas Assets

US$'000

 

Other fixed

assets

US$'000

Total

US$'000

Cost

 

 

 

 

 

 

 

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

At 31 December 2014

2,341,069

4,140

2,345,209

 

 

 

 

Additions

89,786

658

90,444

Disposals

-

(1,451)

(1,451)

Release of onerous contract provision

(347)

-

(347)

At 30 June 2015

2,430,508

3,347

2,433,855

 

 

 

 

DD&A and Impairment

 

 

 

 

 

 

 

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)

At 31 December 2014

(907,305)

(2,695)

(910,000)

 

 

 

 

DD&A charge for the period

(61,955)

(304)

(62,259)

Disposals

-

613

613

 

 

 

 

At 30 June 2015

(969,260)

(2,386)

(971,646)

 

 

 

 

NBV at 1 January 2014

1,422,848

864

1,423,712

NBV at 1 January 2015

1,433,764

1,445

1,435,209

 

 

 

 

NBV at 30 June 2015

1,461,248

961

1,462,209

 

 

 

 

 

The net book amount of property, plant and equipment includes $31.4 million (31 December 2014: $32.2 million) in respect of the Pierce FPSO lease held under finance lease.

 

The disposal in the quarter relates to the sale of the wholly owned subsidiary, Ithaca Petroleum Norge AS. (Note 32)

 

12. GOODWILL

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Opening balance

137,114

985

Addition in the period

-

136,129

Closing balance

137,114

137,114

 

$136.1 million represents 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. $0.9 million represents goodwill recognised on the acquisition of gas assets from GDF in December 2010.

 

13. INVESTMENT IN ASSOCIATES

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Investments in FPF-1 and FPU services

18,337

18,337

 

 

 

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 Corporation's share of the associates' results.

 

14. BORROWINGS

 

 

 

 

 

 

 

 

 

 

30 June

31 Dec

 

 

 

 

 

 

 

 

 

2015

2014

 

 

 

 

 

 

 

 

 

US$'000

US$'000

RBL facility

 

 

 

 

 

 

 

(513,293)

(480,588)

Senior notes

 

 

 

 

 

 

 

(300,000)

(300,000)

Norwegian facility

 

 

 

 

 

 

-

(17,444)

Long term bank fees

 

 

 

 

 

 

8,767

7,635

Long term senior notes fees

 

 

4,411

5,538

 

 

 

 

 

 

 

 

 

(800,115)

(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.

 

Senior Reserves Based Lending Facility

As at 30 June 2015, the Corporation has a Senior Reserved Based Lending ("Senior RBL") Facility of $575 million. As at 30 June 2015, $513 million (31 December 2014: $481 million) was drawn down under the Senior RBL. $8.8 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 30 June 2015, the Corporation had a Junior Reserved Based Lending ("Junior RBL") Facility of $75 million. The facility remains undrawn at the quarter end.

 

Norwegian Tax Rebate Facility

The Norwegian Tax Rebate Facility ("Norwegian Facility") of NOK 600 million was closed out as part of the completion of the Norway sale to MOL in the quarter and subsequently repaid and retired. (Note 32).

 

Senior Notes

As at 30 June 2015, the Corporation had $300 million 8.125% senior unsecured notes due July 2019, with interest payable semi-annually. $4.4million of loan fees (31 December 2014: $5.5 million) have been capitalised and remain to be amortised.

 

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.

 

Covenants

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 member 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.

 

15. TRADE AND OTHER PAYABLES

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Trade payables

(164,500)

(308,704)

Accruals and deferred income

(164,742)

(83,427)

 

(329,242)

(392,131)

 

16. EXPLORATION OBLIGATIONS

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Exploration obligations

(4,370)

(5,431)

 

The above reflects the fair value of E&E commitments assumed as part of the Valiant transaction. During the six months to 30 June 2015, $1.1 million was released reflecting expenditure incurred in the period.

 

17. ONEROUS CONTRACTS

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Onerous contracts

(1,254)

(21,635)

 

The above reflects the onerous contracts provided for as a result of the 2014 impairments relating to Beatrice and Jacky, Athena and Anglia. During the period to 30 June 2015, $20.3 million was utilised reflecting net expenditure incurred in the period.

 

18. DECOMMISSIONING LIABILITIES

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Balance, beginning of period

(213,105)

(172,047)

Additions

-

(45,715)

Accretion

(4,499)

(5,724)

Revision to estimates

-

10,381

Balance, end of period

(217,604)

(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 4.2 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

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Shell prepayment

(60,949)

(60,168)

Finance lease acquired

(31,174)

(31,852)

Balance, end of period

(92,123)

(92,020)

 

The balance relates to cash advances of $61 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 related to the Pierce FPSO acquired as part of the Summit acquisition.

 

20. FINANCE LEASE LIABILITY

 

30 June

2015

US$'000

31 Dec

2014

US$'000

 

Total minimum lease payments

 

 

 

Less than 1 year

(3,249)

(2,595)

 

Between 1 and 5 years

(12,639)

(12,714)

5 years and later

(24,740)

(25,959)

 

 

 

 

Interest

 

 

 

Less than 1 year

(1,285)

(1,048)

Between 1 and 5 years

(4,266)

(4,408)

5 years and later

(3,916)

(4,279)

 

 

 

 

Present value of minimum lease payments

 

 

 

Less than 1 year

(1,964)

(1,547)

Between 1 and 5 years

(8,373)

(8,306)

5 years and later

(20,824)

(21,680)

 

The finance lease relates to the Pierce FPSO acquired as part of the Summit acquisition in July 2014.

 

21. CONTINGENT CONSIDERATION

 

30 June

2015

US$'000

31 Dec

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 upon first oil.

 

22. SHARE CAPITAL

 

 

Authorised share capital

No. of common shares

Amount

US$'000

At 30 June 2015 and 31 December 2014

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 and 30 June 2015

329,518,620

551,632

 

(b) Stock options

 

In the quarter ended 30 June 2015, the Corporation's Board of Directors granted 950,000 options at a weighted average 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 30 June 2015, 21,553,220 stock options to purchase common shares were outstanding, having an exercise price range of $0.84 to $2.51 (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:

 

 

30 June 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

(3,629,208)

 $2.12

(381,139)

$2.39

Exercised

-

-

(5,885,000)

$1.79

Options

21,553,220

$1.71

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 30 June 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*

 

 

 

 

 

 

 

 

 

$2.27-$2.51 (C$2.31-C$2.71)

8,266,552

2.7

$2.46

 

$2.27-$2.51 (C$2.31-C$2.71)

3,411,550

2.2

$2.45

$0.84-$2.03 (C$1.04-C$1.99)

13,286,668

2.9

$1.23

 

$0.84-$2.03 (C$1.04-C$1.99)

2,366,670

1.3

$2.03

 

21,553,220

2.7

$1.71

 

 

5,778,220

1.8

$2.28

          

 

 

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

1.1

$2.18

          

 

(c) Share based payments

 

Options granted are accounted for using the fair value method. The cost during the three months and six months ended 30 June 2015 for total stock options granted was $0.9 million and $2.0 million respectively (Q2 2014: $1.6 million, Q2 YTD: $3.3 million). $0.2 million and $0.4 million were charged through the statement of income for stock based compensation for the three months and six months ended 30 June 2015 (Q2 2014: $0.3 million, Q2 YTD: $0.8 million), being the Corporation's share of stock based compensation chargeable through the statement of income. The remainder of the Corporation's share of stock based compensation 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:

 

 

 

For the six months ended 30 June 2015

For the year ended 31 December 2014

Risk free interest rate

0.65%

1.27%

Expected stock volatility

59%

56%

Expected life of options

3 years

3 years

Weighted Average Fair Value

$0.43

$1.08

 

23. SHARE BASED PAYMENT RESERVE

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Balance, beginning of period

19,234

19,254

Share based payment cost

2,018

6,223

Transfer to share capital on exercise of options (Note 22)

 -

(6,243)

Balance, end of period

21,252

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.

 

 

Three months ended 30 June

Six months ended 30 June

 

2015

2014

2015

2014

Wtd av. number of common shares (basic)

329,518,620

322,610,229

329,518,620

327,279,311

Wtd av. number of common shares (diluted)

329,518,620

329,445,220

329,518,620

330,171,186

 

25. TAXATION

 

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Taxation

66,714

7,730

32,203

19,536

 

 

 

 

 

 

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 credit above includes a deferred tax credit of $24.4 million for the three months ended 30 June 2015 resulting in a related deferred tax asset at 30 June 2015 of $60.4 million.

 

 

26. COMMITMENTS

 

30 June

2015

US$'000

31 Dec

2014

US$'000

Operating lease commitments

 

 

Within one year

408

13,262

Two to five years

462

8,149

 

 

 

30 June

2015

US$'000

31 Dec

2014

US$'000

 

Capital commitments

 

 

 

Capital commitments incurred jointly with other ventures (Ithaca's share)

14,210

111,747

 

 

 

 

      

27. FINANCIAL INSTRUMENTS

 

To estimate 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 30 June 2015:

 

Level 1

US$'000

Level 2

US$'000

Level 3

US$'000

Total Fair Value

US$'000

Derivative financial instrument asset

-

59,967

-

59,967

Contingent consideration

-

(4,000)

-

(4,000)

Derivative financial instrument liability

-

(1,521)

-

(1,521)

 

The table below presents the total (loss)/gain on financial instruments that has been disclosed through the statement of comprehensive income:

 

 

 

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Revaluation of forex forward contracts

6,665

-

5,039

(4,171)

Revaluation of other long term liability

-

(393)

307

(370)

Revaluation of commodity hedges

(48,303)

(6,877)

(96,297)

72

Revaluation of interest rate swaps

(23)

(111)

(265)

(234)

 

(41,661)

(7,381)

(91,216)

(4,703)

 

 

 

 

 

Realised gain on forex contracts

607

-

607

4,028

Realised gain/(loss) on commodity hedges

31,330

(3,667)

110,106

(6,341)

Realised (loss) on interest rate swaps

(107)

(155)

(206)

(225)

 

31,830

(3,822)

110,507

(2,538)

Total (loss)/gain on financial instruments

(9,831)

(11,203)

19,291

(7,241)

 

The Corporation has identified that it is exposed principally to these areas of market risk.

 

i) Commodity Risk

 

The table below presents the total (loss)/gain on commodity hedges that has been disclosed through the statement of comprehensive income:

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Revaluation of commodity hedges

(48,303)

(6,877)

(96,297)

72

Realised gain/(loss) on commodity hedges

31,330

(3,667)

110,169

(6,341)

Total (loss)/gain on commodity hedges

(16,973)

(10,544)

13,872

(6,269)

 

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 quarter end:

 

Derivative

Term

Volume

 

Average price

Oil puts

July 15 - Sep 15

202,400

bbls

$100/bbl

Oil swaps

July 15 - June 17

3,900,686

bbls

$68.9/bbl

Oil Capped swaps

Oct 15 - June 16

575,926

bbls

$63.3/bbl *

 

 

 

 

 

Gas swaps

July 15 - Mar 17

11,615,668

therms

47p/therm

Gas puts

Oct 15 - Jun 17

187,300,000

therms

63p/therm

 

* Exposure to increase in oil price capped at $101.7/bbl

ii) Interest Risk

 

The table below presents the total (loss) on interest financial instruments that has been disclosed statement of income at the quarter end:

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Revaluation of interest contracts

(23)

(111)

(265)

(234)

Realised (loss) on interest contracts

(107)

(155)

(206)

(225)

Total (loss) on interest contracts

(130)

(266)

(471)

(459)

 

Calculation of interest payments for the RBL Facilities agreement incorporates LIBOR. The Corporation is therefore exposed to interest rate risk to the extent that LIBOR may fluctuate. The below represents interest rate financial instruments in place:

 

Derivative

Term

Value

Rate

Interest rate swap

July 15 - Dec 15

$200 million

0.44%

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 statement of income at the quarter end:

 

Three months ended 30 June

Six months ended 30 June

 

2015

US$'000

2014

US$'000

2015

US$'000

2014

US$'000

Revaluation of foreign exchange forward contracts

6,665

-

5,039

(4,171)

Realised gain on foreign exchange forward contracts

607

-

607

4,028

Total gain/(loss) on forex forward contracts

7,272

-

5,646

(143)

 

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 balance sheet translation of monetary accounts denominated in non USD amounts upon spot rate fluctuations from quarter to quarter.

 

Derivative

Term

Value

Protection rate

Trigger rate

Forward Plus

July 15 - Dec 15

£2 million/month

$1.60/£1.00

$1.39/£1.00

Forward Plus

July 15 - Dec 15

£2 million/month

$1.60/£1.00

$1.42/£1.00

Forward

July 15 - Dec 15

£1.6 million/month

$1.48/£1.00

N/a

Forward

July 15 - Dec 15

£1.6 million/month

$1.48/£1.00

N/a

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 is sold to BP Oil International Limited. Anglia and Topaz gas production is currently 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 30 June 2015, substantially all accounts receivables are current, being defined as less than 90 days. The Corporation has no allowance for doubtful accounts as at 30 June 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 30 June 2015, exposure is $59.9 million (31 December 2014: $150.8 million).

 

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 30 June 2015, substantially all accounts payable are current.

 

The following table shows the timing of cash outflows relating to trade and other payables.

 

 

Within 1 year

US$'000

1 to 5 years

US$'000

Accounts payable and accrued liabilities

(329,242)

-

Other long term liabilities

-

(92,123)

Borrowings

-

(800,114)

 

(329,242)

(892,237)

 

28. DERIVATIVE FINANCIAL INSTRUMENTS

 

30 June

2015

US$'000

31 December

2014

US$'000

Oil swaps

12,455

72,566

Oil puts

6,321

52,926

Oil capped swaps

(899)

-

Gas swaps

146

-

Gas puts

36,454

25,018

Interest rate swaps

(294)

(30)

Foreign exchange forward contract

4,263

(307)

 

58,446

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 30 June 2015, the classification of financial instruments and the carrying amounts reported on the balance sheet and their estimated fair values are as follows:

 

30 June 2015

US$'000

31 December 2014

US$'000

Classification

 

Carrying Amount

Fair Value

Carrying Amount

Fair Value

Cash and cash equivalents (Held for trading)

25,423

25,423

19,381

19,381

Derivative financial instruments (Held for trading)

59,967

59,967

150,760

150,760

Accounts receivable (Loans and Receivables)

284,112

284,112

266,747

266,747

Deposits

1,684

1,684

1,140

1,140

Long-term Norwegian tax receivable

-

-

7,032

7,032

Long-term receivable (Loans and Receivables)

58,800

58,800

58,338

58,338

 

 

 

 

 

Bank debt (Loans and Receivables)

(800,115)

(800,115)

(784,859)

(784,859)

Contingent consideration

(4,000)

(4,000)

(4,000)

(4,000)

Derivative financial instruments (Held for trading)

(1,521)

(1,521)

(587)

(587)

Other long term liabilities

(92,123)

(92,123)

(92,020)

(92,020)

Accounts payable (Other financial liabilities)

(329,242)

(329,242)

(392,131)

(392,131)

 

 

30. RELATED PARTY TRANSACTIONS

 

The consolidated financial statements include the financial statements of Ithaca Energy Inc and the subsidiaries listed in the following table:

 

Country of incorporation

% equity interest at 30 June

 

 

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 Ltd

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 (NI) 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

100%

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%

Nil

Ithaca Dorset Limited

England and Wales

100%

Nil

Ithaca SP UK Limited

England and Wales

100%

Nil

Ithaca Pipeline Limited

England and Wales

100%

Nil

 

Transactions between subsidiaries are eliminated on consolidation.

 

* During the quarter, Ithaca Petroleum Norge AS was disposed of. (Note 32)

 

The following table provides the total amount of transactions that have been entered into with related parties during the six month period ending 30 June 2014 and 30 June 2013, as well as balances with related parties as of 30 June 2014 and 31 December 2013:

 

 

 

Sales

Purchases

Accounts receivable

Accounts payable

 

 

US$'000

US$'000

US$'000

US$'000

Burstall Winger LLP

2015

-

28

-

(79)

 

2014

-

63

-

(10)

 

Loans to related parties

 

 

Amounts owed from related parties

 

 

 

 

30 June

31 Dec

 

 

 

 

2015

2014

 

 

 

 

US$'000

US$'000

FPF-1 Limited

 

 

 

58,800

58,338

 

31. SEASONALITY

 

The effect of seasonality on the Corporation's financial results for any individual quarter is not material.

 

32. 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 US$60 million plus the ability to earn additional bonus payments of up to US$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 balance sheet at 30 June 2015 reflects the Norwegian disposal, however the receipt of the cash proceeds are not reflected as they will impact the Q3 cashflow statement.

 

The disposal resulted in a gain of $25.2 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.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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