17th Sep 2014 07:00
Dublin
17 September 2014
PETROCELTIC INTERNATIONAL PLC
Interim Results and Operational Update
Petroceltic International plc ("Petroceltic" or "the Company" or "the Group"), the independent oil and gas exploration development and production company focused on the Middle East North Africa ("MENA"), the Mediterranean and the Black Sea regions today announces its results for the six month period ended 30 June 2014.
Highlights:
· First half working interest production of 25.2 Mboepd, 2014 full year guidance increased to 21-23 Mboepd
· Successful share placing to raise $100m
· Completion of second Algeria farm-out to Sonatrach
· Ain Tsila FEED contract awarded and Gas Sales Agreement signed in early September
· Two new exploration concessions ratified in Egypt
· Revenue of $96.3m, loss for the period of $57.4m, driven by exploration write-offs
· Kurdistan drilling operations to recommence in early October
· Step up to the official list of the London and Irish Stock Exchanges scheduled to complete by year end
Brian O'Cathain, Chief Executive of Petroceltic, commented:
"Petroceltic's production and development business has delivered a solid performance to date in 2014. The completion of our second Algerian farm-out, the recent Gas Sales Agreement and FEED contract award are important milestones towards unlocking our world class asset at Ain Tsila. While our exploration wells during this period did not generate commercial discoveries we have high hopes for our continuing exploration drilling programme in Kurdistan.
We successfully raised $100m via a share placing with new and existing shareholders, providing financial flexibility. We are progressing plans to step up to the official list of the London and Irish stock exchanges by the end of the year."
For further information, please contact:
Brian O' Cathain/Tom Hickey, Petroceltic International Tel: +353 (1) 421 8300
Philip Dennis/Rollo Crichton-Stuart, Bell Pottinger Tel: +44 (203) 772 2500
Joe Heron/Douglas Keatinge, Murray Consultants Tel: +353 (1) 498 0300
John Frain/Roland French, Davy Tel: +353 (1) 679 6363
Analyst conference call
A conference call to analysts will be held at 09:30 this morning. For further details and registration for admission, please contact Jimmy Lea either by phone +44 (203) 772 2500 or via email at [email protected]
Chairman and Chief Executive's Statement
The first six months of 2014 was a period of significant operational and corporate activity for the Company.
Production during the period, all of which is operated by Petroceltic, performed ahead of expectations at approximately 25.2 Mboepd, significantly in excess of full year guidance of 20-22 Mboepd. This has resulted in the full year guidance being revised upwards to 21-23 Mboepd.
Exploration activity in the period consisted of drilling in Kurdistan, Egypt and Romania as well as progress on new exploration licences in Egypt and Greece.
In June, the Company successfully raised $100m through a placing of shares with new and existing shareholders to provide funding for continued exploration and development.
Algeria - completion of farm-out and progress towards first gas
Petroceltic continues to make significant progress towards the development of the Ain Tsila gas condensate field. A project team with significant Algeria experience has been established and the joint operating organisation ('Groupement'), involving Sonatrach, Petroceltic and Enel which is responsible for executing the field development plan has been formed. The Groupement has the fundamental task of moving the project towards first gas with a constant focus on effective management of HSE and security of the operations.
In July, the Company completed the farm-out of a further 18.375% interest in the field following pre-emption by Sonatrach in 2013 of an agreed transaction between Petroceltic and another oil company. Completion occurred when the deal was ratified by the Algerian Authorities and published in the official journal of Algeria on 7 July 2014. The consideration comprises a $20m initial cash payment, a cost carry of $140m and two further potential payments of $10m each contingent on the achievement of certain key project and production related milestones. Post completion, Petroceltic has a 38.25% interest, Sonatrach has a 43.375% interest, and Enel maintains its 18.375% interest.
Following the execution of a legally binding Heads of Terms for the Gas Sales Agreement with Sonatrach in 2012, the comprehensive Gas Sales Agreement detailing operational procedures and processes required for gas nominations and payments has recently been signed by all partners. In addition, the Front End Engineering and Design ("FEED") contract was awarded to Chicago Bridge and Iron and signed on 9 September.
During the course of the FEED studies, the project cost estimate and schedule will be updated and the major project related construction contracts are expected to be tendered in late 2014 and awarded in 2015. Subsurface engineering and geoscience activities will focus on optimising the development plan prior to the commencement of drilling in early 2015. The Groupement will establish the technical and logistical office in Hassi Messaoud and development operations will ramp up in the Ain Tsila field, allowing for the mobilisation of drilling rigs and construction crews in 2015.
Egypt - new political landscape with a focus on increasing gas production
The oil and gas industry is central to the Egyptian economy and Petroceltic continues to demonstrate its ability to operate effectively in the changing environment with government, regulators and local communities. Our production performance during the first half was significantly ahead of guidance for the year with working interest production at 21 Mboepd and net entitlement production at 9.6 Mboepd. Offtake was ahead of target mainly due to reduced gas reinjection at the West Dikirnis field in response to requests from EGAS and EGPC to increase gas sales; it is anticipated that the increased offtake will cease and gas re-injection will resume at the end of September. The working interest production split between gas and hydrocarbon liquids was 103.2 MMcfpd of gas and 3,178 Bpd liquids (oil, condensate and LPG).
The approval of a new constitution in January and the Presidential elections in May demonstrate the achievement of political progress in Egypt in the first half of the year. Our team has a strong relationship and regular dialogue with EGPC and EGAS and we continue to work with them to secure regular payments for production. In addition, recent reports indicate government support to accelerate payments to the oil and gas industry with the intention of repaying outstanding arrears by 2017. Petroceltic continues to make significant progress in the recovery of historical arrears; the receivables position at 30 June 2014 was $79.4m, a 33% reduction on the corresponding 2013 figure.
Petroceltic is well positioned for future growth in Egypt; in particular we have recently acquired three new exploration permits to increase our acreage position by over 300% and build an inventory of new exploration leads and prospects. The Company now holds a 75% operated interest in the South Idku concession onshore in the Nile Delta and a 50% non-operated interest in the offshore North Thekah concession, which may contain an extension of the prolific Levantine Basin play. Both of these concessions were ratified in January 2014. The Company also holds a 37.5% non-operated interest in the El Qa'a Plain block on the eastern shore of the Gulf of Suez. This concession, which is thought to be prospective for oil, was ratified in October 2013.
The exploration potential in Petroceltic's other onshore Nile Delta acreage is relatively mature and one exploration well, South Dikirnis-1, was drilled in May 2014 to test a prospect located in the West Dikirnis development lease. The well encountered high quality sandstone reservoirs, however, the reservoir interval was water-bearing and the well was plugged and abandoned. The cost of the well was $3.3m and this was written-off during the period.
Bulgaria - maximising the value of this cash generator
Petroceltic's Bulgaria business is centred around the Galata field and its associated infrastructure and discoveries. Our strategy is to maintain and extend the life of this important national asset where Petroceltic has a 100% interest, by bringing existing discoveries on stream and exploring for new reserves in the region. The fields produce sufficient gas to meet around 10% of the current Bulgarian gas demand and provide the Group with a stable and predictable source of cash flow.
The combined production rate from the Galata, Kaliakra and Kavarna fields averaged 24 MMcfpd (equivalent to 4.2 Mboepd) during the first half of 2014. The gas was sold to two customers, Bulgargaz (the state gas utility company) and Agropolychim (an independent fertiliser plant) at an average price of $8.50/Mcf giving total revenues of $34.9m. Recent production results have shown some water production from the Kavarna field and some low reservoir pressures at Kaliakra, indicating a potential requirement for further investment to achieve planned production.
The Kavarna East field was discovered in 2010 and is scheduled to come on stream in the second half of 2015, it will be developed using the same capital efficient approach adopted for the Kaliakra-1 well tie-back. During 2013, the Group successfully applied for the field Production Concession and completed the development planning and the procurement of the long lead time equipment.
The Galata concession may also contain some further exploration potential which is currently being re-assessed with a view to identifying further drilling opportunities.
Romania - assimilating results and deciding the best way forward
Petroceltic is the operator in two offshore exploration concessions in the Romanian sector of the Black Sea with a 40% operated interest in each. The licences, EX-27 Muridava and EX-28 Est Cobalcescu, are predominantly located in shallow water and have a combined area of approximately 2,000 sq km. Both blocks are historically under-explored and consequently each well provides significant new information to enable more accurate ranking and risking of prospects for future activity.
The second well in the drilling campaign, Muridava-1, was drilled at the end of the first quarter 2014 on the same geologic trend as the existing Olimpiskiyi and Eugenia gas discoveries. The well was drilled to a total depth of 2,747 metres but failed to encounter commercial quantities of hydrocarbons and the cost of the well of $8.1m (net to Petroceltic) was written-off during the period.
The licences have a three year initial exploration term, which commenced in October 2011 and which may be followed by two optional extensions totalling up to seven years. The Romanian licencing authority has recently indicated its support for an 18 month extension to the initial exploration period and partners in each licence are integrating recent drilling results with the seismic database to assess the remaining prospect inventory.
The Kurdistan Region of Iraq - focus switches to Dinarta prospects
Petroceltic, along with Hess (as operator) has been active in the Kurdistan Region since 2011 when the Shakrok and Dinarta blocks were awarded with Petroceltic holding a 16% interest in each. Activity for the first half of 2014 consisted of the drilling of two exploration wells. Shakrok-1, drilled on the Shakrok block, was spudded on the 30th August 2013 and reached its total depth of 3,538 meters on 30 March 2014. The Shireen-1 well on the Dinarta block was spudded on 11 June 2014 and was temporarily suspended, on the 9th August, as a precautionary measure, due to recent developments in the region. Drilling operations are scheduled to resume in early October if circumstances allow and it is anticipated that completion of drilling on the well will take a further 90 days.
The Shakrok-1 well was plugged and abandoned as a non-commercial Triassic gas discovery. A 25m gas column was encountered in the Triassic reservoir interval but was not tested due to its lack of commercial potential. After an extensive petrophysical evaluation, drill stem tests were carried out over four zones in the Jurassic; although these tests confirmed the presence of potential high productivity reservoirs, these tests did not flow hydrocarbons to surface. Unfortunately, this well result also downgraded the remaining prospect on the block. Consequently, the decision was made not to enter the second sub-period on the Shakrok licence and Petroceltic's entire cost of exploration in this block of $50.7m was written-off during the period.
The Shireen-1 well in the Dinarta block is targeting a series of stacked potential reservoir units in the Jurassic and Triassic dolomite formations. The partnership has also commenced civil works and site preparation in respect of the Pires prospect, where a further exploration well is scheduled to commence during the fourth quarter. The Pires well will target a number of stacked potential reservoir units within the Triassic.
Italy - exciting longer term prospects
The first half of 2014 has seen continued progress in preparations for the re-launching of Elsa-2 appraisal project. Following a series of consultative discussions with the relevant Ministries and introductory meetings with local institutions, Petroceltic re-submitted the Environmental Impact Assessment (EIA) on 24 July, with the aim of obtaining approval to drill the Elsa-2 appraisal well in the offshore Adriatic Sea. The well is targeting an existing discovery of 95 MMbbls of gross contingent resources and Petroceltic will have a 55% interest in the licence. The primary focus has been on the HSES management system and ensuring that the most up-to-date international safety standards in the sector are applied in full compliance with Italian regulations and HSE standards, resulting in award of the ISO 14001 and OHSAS 18001 certifications for the Company's country level HSES management system. The drilling and well testing programmes have been refined and various risk management strategies have been reviewed to help minimise any potential environmental impact.
In the Po Valley, Eni (as operator) and Petroceltic have continued to progress the permitting process for the Carpignano Sesia-1 well, on the Carisio permit. This well is being designed to test a large oil prospect, which has gross mean unrisked prospective resources of 237 MMboe. Petroceltic has a 47.5% equity interest in the licence but would seek to farm-down its interest prior to the commencement of drilling. A suspension of this licence has been granted to allow for further dialogue with the local community concerning the well location.
Greece - a new licence with existing leads
The Lease Agreement for the Patraikos block was signed on 14 May 2014 by a consortium comprising Hellenic Petroleum S.A. (operator, 33.33%), Edison International S.p.A (33.33%) and Petroceltic (33.33%), after the award by the Greek Ministry of Environment, Energy and Climate Change. The block is located in the Gulf of Patra and covers an area of 1,892 square kilometres with water depths principally in the range of 100 to 300 metres.
The concession is potentially oil prospective in the Jurassic, Cretaceous and Eocene formations with a working hydrocarbon system proven by the Katakolon oil discovery wells drilled in 1982 approximately 35 kilometres south of the block.
Health, Safety, Environmental and Social (HSES)
As the global energy industry continues to develop, successful management of the health, safety, environmental and social aspects of our activities are increasingly important. Our aim at Petroceltic is to create a well governed, sustainable business with a strong sense of social responsibility which has a positive impact in the countries and communities where we work.
Petroceltic is keenly aware of the potential social impacts of its oil and gas operations on local communities and strives to respect and accommodate cultural, religious and social diversity. The Company's HSES Policy formally recognises this and provides the basis for an on-going programme to actively seek appropriate community welfare and development initiatives.
Our top HSES priorities in 2014 are:
• Adoption of the new HSES Management System at country and asset level through a structured implementation process
• Updating of HSES risk reviews for all countries and assets in accordance with the new Risk Management procedure
• Enhancement of our HSES performance reporting, utilising appropriate metrics at country and asset level
• Continued focus on improving the Company's Corporate Emergency response capability
• Further improvement of our approach to assessing and implementing social responsibility initiatives
We have recently published a HSES review which is available on the Company's website,
www.petroceltic.com.
Financial
Revenue for the period was $96.3m (June 2013: $103.7m) with a gross profit of $39.8m (June 2013: $44.4m); these results are primarily due to revenues from production in Egypt of $61.2m and Bulgaria of $34.9m. The loss for the period to 30 June 2014 was $57.4m, up from $16.1m in the comparable period in 2013. This is due to the write-off of exploration costs of $64.3m (June 2013: $21.8m), as a result of unsuccessful wells in Kurdistan, Romania and Egypt and administrative expenses of $13.7m (June 2013: $14.4m). Finance expense amounted to $10.0m (June 2013: $11.9m) while income tax expense of $8.9m (June 2013: $11.0m) primarily related to Egyptian production.
Capital expenditure in the period amounted to $68.3m which was primarily invested in the exploration activity in Kurdistan, Egypt and Romania as well as development activity in Algeria and Egypt. Approximately $15m of this amount relates to Algeria; following completion of the Sonatrach farm-in in July, substantially all of this amount will be recovered by Petroceltic under the terms of the farm-in agreement. Capital expenditure will continue in the second half with overall capex for 2014 estimated at $100m.
Share placing and investor relations
In June, Petroceltic successfully completed a share placing raising approximately $100m in gross funds through an issue of new ordinary shares by way of a placing with institutional investors at a share price of £1.57, a modest premium to the share price prior to the announcement. The principal purpose of the placing was to provide financial flexibility to pursue growth opportunities across Petroceltic's existing portfolio and also through new ventures and to bridge funding pending receipt of Sonatrach farm out proceeds. The Company also welcomed the participation of a new strategic shareholder Dovenby Capital who subscribed for approximately $50m as part of the placing. The majority of directors at the time, including the CEO, CFO and COO, also participated in the placing.
Petroceltic places a high priority on effective investor relations and on regular contact with both retail and institutional owners and potential holders. During the first half of 2014, in particular as part of the share placing, the Petroceltic management team held regular meetings with institutional investors resulting in new shareholders. In addition to on-going regular meetings, the Group is planning to host a capital markets day in November in London where Petroceltic senior management will present the strategy and future plans for the business. If you have any queries for us, please call or email [email protected].
Litigation
The Company has successfully reached a settlement agreement in conclusion of legal proceedings issued by Petroceltic in 2013. The legal proceedings were against two former consultants, Seghir Maza and Samir Abdelly, and an associated company, AAIC, and were seeking to set aside a number of consultancy agreements entered into in 2004 and 2005. These agreements contained provisions under which the parties could make claims for material future payments from Petroceltic.
In November 2013, the High Court of Ireland granted Petroceltic judgement, in default of appearance, against Seghir Maza and in August 2014 a settlement agreement was reached in respect of the remaining proceedings against Samir Abdelly and AAIC. Under the settlement agreement, claims on both sides have been withdrawn and no other legal or contractual arrangements, other than the settlement, exist between the parties.
Corporate developments and board changes
In October 2014, the Company will issue explanatory documentation together with the notice of shareholder meetings that are required to complete the step-up to the standard listing segment of the official list of the UKLA and a secondary listing on the official list of the Irish Stock Exchange. As part of the main market listings, a new holding company, Petroceltic Plc, will be the new listed entity for the Group. The main market listings will broaden the range of investors and funds capable of investing in the Group and contribute to the development of an active and liquid market in its shares. It is expected that the step-up will complete during the fourth quarter of 2014.
As part of an agreement with Worldview Capital Management ("Worldview"), a 22.04% shareholder in the Company, the Petroceltic Board was reduced from 9 to 7 members on 4 July 2014. Hugh McCutcheon and Dr Robert Arnott resigned as non-executive directors and David Thomas and Tom Hickey stepped down from the Board, but continue to hold their executive roles in the Company. The Company welcomed Mr Don Wolcott and Mr Joe Mach to the Board as non-executive directors on 4 July 2014.
Outlook
Petroceltic has a high quality portfolio, material reserves, extensive experience and an outstanding opportunity to become a major exploration, production and development company in the MENA and Mediterranean regions over the coming years. The Company has an excellent balance of established producing assets, a world class asset in development and potentially transformational exploration prospects.
To date in 2014, we have continued to ensure that the business is properly structured, staffed and funded to achieve our objectives, including a share placing, positive production results and the securing of new exploration licences. We have also made material progress in Algeria through farm-out completion, award of FEED and a signature of the detailed Gas Sales Agreement. These factors, combined with the exciting exploration campaign in the Kurdistan Region of Iraq, provide multiple opportunities for shareholder value creation.
On behalf of the Board of Directors,
Robert Adair Brian O'Cathain
Chairman Chief Executive
Responsibility Statement
Each of the Directors as follows,
Robert Adair - Chairman
Brian O'Cathain - Chief Executive
James Agnew - Senior Non-Executive Director
Alan Parsley - Non-Executive Director
Ian Craig - Non-Executive Director
Don Wolcott - Non-Executive Director
Joe Mach - Non-Executive Director
confirm that, to the best of each person's knowledge and belief:
a) the condensed interim financial statements comprising the condensed consolidated income statement, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
b) the interim management report includes a fair review of the information which would be required by:
i. Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
ii. Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
Principal risks and uncertainties
Petroceltic is subject to various risks and uncertainties that may impact its business in the
remaining six months of the financial year as well as in the more distant future. The principal
risks and uncertainties faced by the Group over the remaining six months of 2014 remain substantially unchanged from the disclosures included in the Annual Report as at 31 December 2013. The Board categorises the risks as follows: geopolitical, technical and operational, litigation, financial, and currency. A more detailed explanation of the risks can be found on pages 64-66 of the 2013 Annual Report and Financial Statements.
Condensed Consolidated Income Statement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the period ended 30 June 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Condensed Consolidated Balance Sheet | ||||
As at 30 June 2014 |
Unaudited30 June 2014 | Unaudited30 June 2013 | Audited31 December 2013 | |||
Notes | $'000 | $'000 | $'000 | ||
Non-current assets | |||||
Intangible assets | 98,609 | 107,747 | 125,611 | ||
Property, plant and equipment | 586,143 | 585,268 | 596,289 | ||
Other receivables | 8,950 | 729 | 8,798 | ||
Deferred tax assets | 2,000 | - | 2,000 | ||
Total non-current assets | 695,702 | 693,744 | 732,698 | ||
Current assets | |||||
Inventories | 22,640 | 19,422 | 21,290 | ||
Trade and other receivables | 109,987 | 173,484 | 114,677 | ||
Cash and cash equivalents | 105,681 | 45,622 | 53,869 | ||
Total current assets | 238,308 | 238,528 | 189,836 | ||
Total assets | 2 | 934,010 | 932,272 | 922,534 | |
Current liabilities | |||||
Trade and other payables | 47,901 | 51,327 | 48,049 | ||
Loans and borrowings | 7 | 49,000 | - | 45,750 | |
Derivative liability | 353 | 647 | 574 | ||
Decommissioning provision | - | 1,147 | 871 | ||
Current tax liabilities | 2,684 | 10,801 | 1,961 | ||
Total current liabilities | 99,938 | 63,922 | 97,205 | ||
Non-current liabilities | |||||
Decommissioning provisions | 29,004 | 26,323 | 29,252 | ||
Deferred tax liabilities | 38,887 | 45,611 | 43,772 | ||
Loans and borrowings | 7 | 214,229 | 285,418 | 241,446 | |
Total non-current liabilities | 282,120 | 357,352 | 314,470 | ||
Total liabilities | 2 | 382,058 | 421,274 | 411,675 | |
Net assets | 551,952 | 510,998 | 510,859 | ||
Equity | |||||
Share capital | 103,567 | 87,249 | 87,249 | ||
Share premium | 626,683 | 546,290 | 546,290 | ||
Other capital reserves | (883) | (883) | (883) | ||
Share-based payment reserve | 17,086 | 16,244 | 16,810 | ||
Retained deficit | (194,501) | (137,902) | (138,607) | ||
Total equity | 551,952 | 510,998 | 510,859 | ||
Condensed Consolidated Statement of Changes in Equity | ||||||
For the period ended 30 June 2014 | ||||||
Share capital | Share premium | Other capital reserves | Share-based payment reserve | Retained deficit | Total equity | |
Unaudited | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Balance at 1 January 2013 | 87,249 | 546,290 | (883) | 13,854 | (121,835) | 524,675 |
Loss for the period | - | - | - | - | (16,067) | (16,067) |
Share-based payment charge | - | - | - | 2,390 | - | 2,390 |
Balance at 30 June 2013 | 87,249 | 546,290 | (883) | 16,244 | (137,902) | 510,998 |
Audited | ||||||
Balance at 1 January 2013 | 87,249 | 546,290 | (883) | 13,854 | (121,835) | 524,675 |
Loss for the period | - | - | - | - | (18,833) | (18,833) |
Share-based payment charge | - | - | - | 5,017 | - | 5,017 |
Effect of share options exercised or lapsed | - | - | - | (2,061) | 2,061 | - |
Balance at 31 December 2013 | 87,249 | 546,290 | (883) | 16,810 | (138,607) | 510,859 |
Unaudited | ||||||
Balance at 1 January 2014 | 87,249 | 546,290 | (883) | 16,810 | (138,607) | 510,859 |
Loss for the period | - | - | - | - | (57,428) | (57,428) |
Shares issued | 16,318 | 80,393 | - | - | 96,711 | |
Share-based payment charge | - | - | - | 1,810 | - | 1,810 |
Effect of share options exercised or lapsed | - | - | - | (1,534) | 1,534 | - |
Balance at 30 June 2014 | 103,567 | 626,683 | (883) | 17,086 | (194,501) | 551,952 |
Condensed Consolidated Statement of Cash Flows | ||||
For the period ended 30 June 2014 |
Unaudited6 months ended30 June 2014 | Unaudited6 months ended30 June 2013 | Audited full year ended 31 December 2013 | ||
$'000 | $'000 | $'000 | ||
Cash flows from operating activities | ||||
Loss before tax | (48,520) | (5,029) | (4,477) | |
Adjusted for: | ||||
Finance income | (1,450) | (1,009) | (1,671) | |
Finance expense | 10,002 | 11,873 | 21,837 | |
Depletion, depreciation and decommissioning charges | 41,147 | 43,908 | 92,846 | |
Cost of decommissioning | 89 | - | (915) | |
Exploration costs written off | 62,623 | 19,865 | 33,053 | |
Cost of share-based payments | 1,810 | 2,390 | 5,017 | |
Income tax charge on Egyptian revenue | (11,043) | (13,768) | (20,151) | |
Cash flows from operations before changes in working capital | 54,658 | 58,230 | 125,539 | |
(Increase)/decrease in inventories | (1,351) | 901 | (966) | |
Decrease in trade and other receivables | 5,714 | 681 | 35,324 | |
Increase/(decrease) in trade and other payables | 841 | 762 | (35) | |
Income taxes paid | (2,026) | (5,098) | (14,713) | |
Net cash generated from operating activities | 57,836 | 55,476 | 145,149 | |
Cash flows from investing activities | ||||
Expenditure on intangible exploration and evaluation assets | (35,623) | (22,177) | (53,229) | |
Expenditure on production and development assets | (32,779) | (53,260) | (126,762) | |
Proceeds from farm-out | - | - | 29,724 | |
Interest received | 220 | 1,009 | 1,623 | |
Net cash from investing activities | (68,182) | (74,428) | (148,644) | |
Cash flows from financing activities | ||||
Proceeds from the issue of new shares | 99,986 | - | - | |
Payment of share issue transaction costs | (3,275) | - | - | |
Interest paid | (9,634) | (7,422) | (14,109) | |
Borrowing fees paid | (1,256) | (14,880) | (15,102) | |
Drawdown of borrowings | - | 300,000 | 300,000 | |
Repayment of borrowings | (25,000) | (280,000) | (280,000) | |
Net cash from financing activities | 60,821 | (2,302) | (9,211) | |
Net increase/(decrease) in cash and cash equivalents | 50,475 | (21,254) | (12,706) | |
Effect of foreign exchange fluctuation on cash and cash equivalents | 1,337 | (322) | (623) | |
Cash and cash equivalents at start of period | 53,869 | 67,198 | 67,198 | |
Cash and cash equivalents at end of period | 105,681 | 45,622 | 53,869 |
Notes to the interim condensed financial statements
1. Accounting policies and basis of preparation
Petroceltic International plc is a company domiciled in the Republic of Ireland. The Condensed Consolidated Interim Financial Statements ("the Interim Financial Statements") of the Company as at and for the six months ended 30 June 2014 comprise the Company and its subsidiaries (together referred to as the "Group").
The Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. The Interim Financial Statements have been prepared applying the accounting policies that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2013. There are no new standards, amendments to standards or interpretations which are mandatory for the first time for financial periods commencing on 1 January 2014 which have a significant impact on the Group's accounting policies or on the reported results.
The comparative information provided in the Interim Financial Statements relating to the year ended 31 December 2013 does not comprise statutory financial statements. Those statutory financial statements on which the Company's auditor gave an unqualified audit opinion, are available on the Company's website, www.petroceltic.com.
IFRS 11 Joint arrangements (Effective 1 January 2014): Replaced IAS 31 Interests in Joint Ventures. Requires a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and then account for those rights and obligations in accordance with that type of joint arrangement. The adoption of IFRS11 has not resulted in the reclassification of any of the Group's interest in joint ventures. Some minor presentation differences within working capital arise which are not material.
No other standards which became effective in the period had an impact for the Group.
The Interim Financial Statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2013, which are available on the Company's website, www.petroceltic.com.
The Interim Financial Statements for the six months ended 30 June 2014 are unaudited but have been reviewed by our auditor and their Independent Review Report is set out on page 18.
The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, being a period of not less than 12 months from the date of these Interim Financial Statements. Accordingly, they continue to adopt the going concern basis in preparing the financial information.
The Interim Financial Statements were approved by the Board of Directors on 16 September 2014.
2. Revenue and segmental information | |||||||||||
6 months ended 30 June 2014 | Algeria | Egypt | Black Sea | Kurdistan | Corporate & Other Europe | Total | |||||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||||||
Revenue | |||||||||||
Gas | - | 29,477 | 34,911 | - | - | 64,388 | |||||
Oil/condensate/liquids | - | 31,678 | - | - | - | 31,678 | |||||
Royalty | - | - | - | - | 204 | 204 | |||||
Total revenue | - | 61,155 | 34,911 | - | 204 | 96,270 | |||||
Depletion and decommissioning | - | (23,020) | (18,052) | - | (28) | (41,100) | |||||
Other cost of sales | - | (8,516) | (6,835) | - | - | (15,351) | |||||
Gross profit | - | 29,619 | 10,024 | - | 176 | 39,819 | |||||
Administrative expenses | - | (2,006) | (697) | - | (11,024) | (13,727) | |||||
Share-based payments expense | - | - | - | - | (1,810) | (1,810) | |||||
Exploration costs written off | - | (3,813) | (8,113) | (50,690) | (1,634) | (64,250) | |||||
Reportable segment result from operating activities | - | 23,800 | 1,214 | (50,690) | (14,292) | (39,968) | |||||
Finance income | 1,450 | 1,450 | |||||||||
Finance expense | (10,002) | (10,002) | |||||||||
Loss before income tax | (22,844) | (48,520) | |||||||||
Income tax expense | - | (7,558) | (1,350) | - | - | (8,908) | |||||
Loss for the period | (22,844) | (57,428) | |||||||||
Reportable segment assets | 194,737 | 396,812 | 177,527 | 52,003 | 112,931 | 934,010 | |||||
Reportable segment liabilities | (4,702) | (66,663) | (28,213) | (6,386) | (276,094) | (382,058) | |||||
6 months ended 30 June 2013 | |||||||||||
Revenue | |||||||||||
Gas | - | 28,402 | 43,084 | - | - | 71,486 | |||||
Oil/condensate/liquids | - | 31,853 | - | - | - | 31,853 | |||||
Royalty | - | - | - | - | 329 | 329 | |||||
Total revenue | - | 60,255 | 43,084 | - | 329 | 103,668 | |||||
Depletion and decommissioning | - | (24,561) | (19,097) | - | (23) | (43,681) | |||||
Other cost of sales | - | (7,939) | (7,632) | - | - | (15,571) | |||||
Gross profit/(loss) | - | 27,755 | 16,355 | - | 306 | 44,416 | |||||
Administrative expenses | - | (2,711) | (630) | - | (11,040) | (14,381) | |||||
Share-based payments expense | - | - | - | - | (2,390) | (2,390) | |||||
Exploration costs written off | - | (3,391) | (16,474) | - | (1,945) | (21,810) | |||||
Reportable segment result from operating activities | - | 21,653 | (749) | - | (15,069) | 5,835 | |||||
Finance income | 1,009 | 1,009 | |||||||||
Finance expense | (11,873) | (11,873) | |||||||||
Loss before income tax | (25,933) | (5,029) | |||||||||
Income tax expense | - | 176 | (11,212) | - | (2) | (11,038) | |||||
Loss for the period | (25,935) | (16,067) | |||||||||
Reportable segment assets | 206,171 | 422,938 | 154,330 | 69,754 | 79,079 | 932,272 |
Reportable segment liabilities | (13,691) | (82,479) | (24,087) | (1,644) | (299,373) | (421,274) |
3. Finance income and expense | |||||||
Unaudited6 months ended30 June 2014 | Unaudited6 months ended30 June 2013 | ||||||
$'000 | $'000 | ||||||
Interest income | 220 | 1,009 | |||||
Foreign currency gain | 1,009 | - | |||||
Change in fair value of derivative financial instruments | 221 | - | |||||
Total finance income for the period | 1,450 | 1,009 | |||||
Interest expense | (6,194) | (7,086) | |||||
Foreign currency loss | - | (275) | |||||
Amortisation of loan fees | (3,268) | (4,222) | |||||
Unwinding of discount on decommissioning provision | (425) | (266) | |||||
Other finance expense | (115) | (24) | |||||
Finance expense recognised in profit or loss | (10,002) | (11,873) | |||||
Net financing cost | (8,552) | (10,864) | |||||
4. Income tax expense | ||||||||
Unaudited6 months ended30 June 2014 | Unaudited6 months ended30 June 2013 | |||||||
$'000 | $'000 | |||||||
Current tax expense | ||||||||
Current period | 13,626 | 17,042 | ||||||
Deferred tax expense | ||||||||
Origination and reversal of temporary differences | (4,718) | (6,004) | ||||||
Total income tax expense | 8,908 | 11,038 | ||||||
The difference between the total current tax shown above and the amount calculated by applying the standard tax rate of Irish corporation to the loss before tax is as follows: | ||||||||
Loss before tax | (48,520) | (5,029) | ||||||
Tax credit on Group loss at standard Irish corporation tax rate applicable to the Group of 25% | ||||||||
(12,130) | (1,257) | |||||||
Effects of: | ||||||||
Non chargeable income | (175) | (848) | ||||||
Other temporary differences | (956) | 533 | ||||||
Deferred tax not recognised (arising primarily on tax losses) | 20,776 | 7,447 | ||||||
Effect of tax rate in foreign jurisdictions | 2,239 | 5,163 | ||||||
Tax under provided in prior periods | (846) | - | ||||||
Total tax charge for the period | 8,908 | 11,038 | ||||||
5. Loss per share | ||||||||
Unaudited6 months ended30 June 2014 | Unaudited6 months ended30 June 2013 | |||||||
Basic and diluted loss per ordinary share: | ||||||||
Loss for the period ($'000) | (57,428) | (16,067) | ||||||
Number of ordinary shares in issue - start of period | 175,537,405 | 4,388,435,134 | ||||||
Shares issued during the period | 38,180,845 | - | ||||||
Effect of share consolidation of 25:1 | - | (4,212,897,729) | ||||||
Shares in issue at end of period | 213,718,250 | 175,537,405 | ||||||
Weighted average number of ordinary shares in issue - basic and diluted | 178,205,352 | 175,537,405 | ||||||
Basic loss per ordinary share (cents) | (32.23) | (9.15) | ||||||
Diluted loss per ordinary share (cents) | (32.23) | (9.15) | ||||||
6. Capital expenditure
Capital expenditure during the period, net of cash calls received from joint venture partners, amounted to $68.3m, of which $31.9m related to Property, Plant and Equipment and $36.4m related to Intangible Assets. Capital expenditure related to Algeria $15.1m, Bulgaria $3.0m, Egypt $25.3m, Kurdistan $17m, Romania $6.1m and others $1.8 m.
7. Loans and borrowings
Unaudited6 months ended30 June 2014 | Unaudited6 months ended30 June 2013 | Audited full year 31 December 2013 | ||
$'000 | $'000 | $'000 | ||
Amounts falling due within one year | ||||
Bank loan | 49,000 | - | 45,750 | |
Amounts falling due after one year | ||||
Bank loan | 214,229 | 285,418 | 241,446 | |
263,229 | 285,418 | 287,196 |
8. Share capital, share premium and warrants
During the period, the Group raised $96.6m (net of directly attributable share issue costs) via a share placing. Shares were issued in two tranches at a share price of £1.57, the first tranche of 8,776,870 shares were issued on 21 May and a further tranche of 29,163,130 shares were issued on 27 June.
On 8 January, Macquarie exercised subscription rights in respect of 600,000 warrants granted in October 2011 at a subscription price of £1.13. The Total Received Ordinary Shares amounted to 240,845 ordinary shares and the aggregate nominal value paid in consideration of these shares was €75,264.
There were no share options exercised during the period under employee share option plans.
9. Related party transactions
There have been no material changes to the level or nature of related party transactions since the 2013 Annual Report and Accounts which is available at www.petroceltic.com.
10. Commitments
The Group had capital commitments in the order of $101m at 30 June 2014 based on current licences and participating interests. The relevant cash outflows will occur over the period to December 2015.
11. Events after the reporting date
On 7 July 2014, the Company completed its sale of an 18.375% interest in the Isarene PSC to Sonatrach, the National Oil and Gas Company of Algeria.
The assignment was effected by way of a sale and purchase agreement, under which Sonatrach has acquired a further 18.375% interest in the Isarene PSC. Completion occurred with the publishing of the Avenant in the Official Journal of Algeria which was made available publically on 7 July 2014.
The terms of the agreement with Sonatrach provide for a consideration of up to a maximum amount of $180m. The consideration comprises $20m payment on this completion of the transaction, a further $140m payment of Petroceltic's share of Ain Tsila project development cost from the effective date of 4 July 2013, and contingent payments of up to $20m based on the achievement of certain project related milestones. Petroceltic now has a 38.25% interest, Sonatrach has a 43.375% interest, and Enel maintains its 18.375% interest.
Independent Review Report to Petroceltic International plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Balance Sheet, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Statement of Cash Flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The directors are responsible for ensuring that the condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU.
David Meagher
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
16 September 2014
1 Stokes Place
St. Stephen's Green
Dublin 2
Qualified Person
Dr. Dermot Corcoran, Head of Exploration, Petroceltic International plc, is the qualified person who has reviewed and approved the technical information contained in this announcement. Dr. Corcoran has a B.Sc in Geology, a M.Sc. in Geophysics, and a Masters degree in Business Administration, all from the National University of Ireland, Galway. He also holds a Ph.D. in Geology from Trinity College, Dublin. Dr. Corcoran has over 20 years' experience in oil and gas exploration and production, and has previously worked at ExxonMobil, the Petrofina Group, and Statoil.
Notes to Editors
Petroceltic International plc is a leading Upstream Oil and Gas Exploration and Production Company, focused on North Africa, Mediterranean and Black Sea Regions, and listed on the London Stock Exchange's AIM Market and the Irish Stock Exchange's ESM Market. The Company has production, exploration and development assets in Algeria, Egypt, Bulgaria, Romania, the Kurdistan Region of Iraq, Italy and Greece.
GLOSSARY
Bpd: Barrels per day
Bbl: Barrel of oil: 42 US gallons of oil at 60° Fahrenheit
Boe: Barrel of oil equivalent: a unit of energy based on the approximate energy released by burning one barrel of crude oil
EGAS: Egyptian Natural Gas Holding Company
EGPC: Egyptian General Petroleum Corporation
EPS: Earnings per share
ESM: Irish Stock Exchange's Enterprise Securities Market
FEED: Front End Engineering and Design
HSE: Health, Safety and Environmental
HSES: Health, Safety, Environmental and Social Policy
IAS: International Accounting Standards
IFRS: International Financial Reporting Standards
ISO & OHSAS: British standard for occupational health and safety management systems
KRG: Kurdistan Regional Government of Iraq
LPG: Liquid Petroleum Gas
MENA: Middle East and North Africa
MMcf: Million standard cubic feet
MMcfpd: Million standard cubic feet per day
MMcfe: Million standard cubic feet equivalent
Mboepd: Thousand barrels of oil equivalent per day
PSC: Production Sharing Contract: a contract signed between a host government and an oil and gas exploitation company, regulating how much of the oil and gas produced from a production concession each will receive
Related Shares:
PCI.L