30th Apr 2014 13:18
Immediate Release
30 April 2014
MAPLE ENERGY PLC
("MAPLE" OR THE "COMPANY")
Preliminary results
for the twelve months ended 31 December 2013
Maple Energy plc (AIM: MPLE, LIMA: MPLE), an integrated independent energy company with assets and operations in Peru, today announces its preliminary financial results for the twelve months ended 31 December 2013. Highlights are set forth below:
Key Financial Highlights for the twelve months ended 31 December 2013
· Revenues increased to US$133.3 million in 2013 compared with US$118.2 million in 2012 primarily due to the first full commercial year of commercial operations of the ethanol business.
· Gross profit for 2013 was US$12.2 million compared with US$28.2 million in 2012 mainly due to ethanol's higher than anticipated maintenance costs, lower yields and volumes, against a relatively fixed agricultural cost base.
· Adjusted EBITDA (defined below) for 2013 was US$20.1 million compared with US$13.9 million in 2012. (2012 Adjusted EBITDA has been restated to conform with the current year presentation of Adjusted EBITDA).
· Depreciation and amortisation expense was US$16.0 million in 2013 compared with US$12.8 million in 2012.
· Net loss after taxes was US$62.0 million in 2013 (loss of US$0.364 per share) compared to a net loss after taxes of US$39.7 million in 2012 (loss of US$0.253 per share). In 2013, US$28.3 million of such net loss after tax resulted from interest on bank loans and long term debt, transaction costs and prepayment penalty and fees on extinguishment of debt, plus US$17.6 million related to the change in fair value of biological assets.
Ethanol Project Highlights (Maple Etanol S.R.L. and Maple Biocombustibles S.R.L.)
· As of December 2013, a total of 7,456 hectares were planted with sugar cane on the Company's plantation, of which 363 hectares are fallow and 7,093 hectares bear standing cane. During 2013, a total of approximately 1,015,000 gross tonnes of sugar cane (approximately 898,000 net tonnes) were harvested and processed. Sugar cane delivered to the factory averaged approximately 3,853 gross tonnes per day of operation.
· For 2013, the total recoverable sugars ("TRS") of the sugar cane harvested and delivered to the Ethanol Plant had an average of approximately 128 kilograms per gross tonne of sugar cane, resulting in an approximate average of 12.8% TRS in the sugar cane processed by the Ethanol Plant for the year.
· During 2013, approximately 69,600 cubic metres (approximately 18.4 million gallons) of fuel-grade ethanol were produced at the Ethanol Plant resulting in an average ethanol yield of approximately 20.5 gallons per net tonne of sugar cane processed.
· A total of approximately 103,900 megawatt-hours ("MWh") were generated at the Ethanol Plant during 2013, an increase of 391% over 2012. Electrical energy purchased from the national power grid during 2013 was approximately 25,757 MWh, and electrical energy sold to the national power grid during 2013 was approximately 33,909 MWh.
· Under the Sales Agreement with a subsidiary of Mitsui & Co., Ltd ("Mitsui"), during 2013, the Company had completed a total of 9 export sales of fuel-grade ethanol to Mitsui for an aggregate volume of approximately 67,000 cubic metres (approximately 17.7 million gallons) of ethanol.
· During 2013, Maple sold a total of approximately 2,800 cubic metres (approximately 0.73 million gallons) of ethanol to the local Peruvian market.
· For2014, Maple estimates a revised total of approximately 850,000 gross tonnes of sugar cane to be harvested and processed at the Ethanol Plant, mainly as a consequence of the severe drought that has affected northern Peru and lower agriculture performance. Maple plans to begin the development of the next phase of the plantation in 2014, subject to the obtention of certain government licenses and capital availability, with a goal of further expanding the plantation and feedstock availability.
· A key part of the Company's strategy for 2014 and beyond is to secure additional sugar cane in order to maximise the utilisation of the installed processing capacity of the Ethanol Plant. Therefore the Company is also actively looking for third party sugar cane and sweet sorghum suppliers in order to achieve full capacity utilization of the Ethanol Plant.
Hydrocarbon Production, Refining, and Marketing Highlights (Maple Gas Corporation del Peru S.R.L.)
· Refinery feedstock averaged approximately 1,735 barrels per day ("bpd") in 2013 compared to 2,008 bpd in 2012, consisting of natural gasolines supplied by Aguaytia Energy del Peru S.R.L. ("Aguaytia Energy") and crude oil from Maple´s oilfields.
· Average daily sales of refined products were 1,793 bpd in 2013 compared to 1,945 bpd in 2012.
· Average daily crude oil production from the Company's oilfields in 2013 was approximately 390 bpd compared with approximately 443 bpd in 2012.
· Maple completed one recompletion and initiated two other recompletions in the Agua Caliente oilfield and also initiated three recompletions in the Maquia oilfield. These activities were intended to offset the natural production declines from existing production with the objective of increasing Maple's overall production volumes and proved reserves.
· The primary term of the agreement between Petroleos del Peru S.A. ("Petroperu") and Maple for the lease of the Pucallpa refinery and sales plant ended on 28 March 2014. On that date, a new lease contract with Petroperu for the Pucallpa refinery and other related assets was signed. The new term is 10 years with the possibility of negotiating an extension upon agreement of the parties. A condition of the new lease contract requires Maple to install additional tanks to meet increasing market needs and other works to update existing facilities.
Other Financial Highlights for the twelve months ended 31 December 2013
· During 2013, Maple continued to invest in its future through the execution of a number of significant financial transactions, which initiated with the successful placing in February of 14,921,595 Placing Shares to raise approximately £9.03 million (US$14.18 million) in gross proceeds, primarily to be used to further expand and enhance the ethanol business, including additional plantation development, the acquisition of additional equipment for harvesting, and the purchase of additional spare parts and equipment to provide for increased Ethanol Plant availability.
· On 29 April 2013 Maple terminated at no significant cost its standby equity distribution agreement (the "SEDA") with YA Global Master SPV Ltd ("Yorkville"), an affiliate of Yorkville Advisors LLC. Under the terms of the SEDA, Yorkville had agreed to a firm commitment to subscribe for up to US$30 million of the Company's ordinary shares, subject to other terms and conditions within the SEDA.
· On 16 July 2013, Maple executed an agreement with Banco Itau BBA S.A., Nassau Branch, Banco Internacional del Peru S.A.A. ("Interbank"), and Bancolombia Puerto Rico Internacional Inc. whereby such banks, together with Corporación Financiera de Desarrollo S.A., provided an eight-year, senior secured term loan for US$160 million (the "Term Loan"). Proceeds from the Term Loan were disbursed in a single drawdown on 13 August 2013, and were primarily used to pay all of the outstanding obligations, including principal, interest, and prepayment fees of the existing senior secured debt financing previously incurred in connection with the development of the Company's ethanol business.
Board Changes
· On 31 July 2013, Rex W. Canon retired as Executive Director. On 1 August 2013, Rafael Guillermo Ferreyros was appointed as Executive Director replacing Rex W. Canon.
· On 1 August 2013, Nigel B. Christie and Gianfranco Máximo Dante Castagnola Zúñiga were not reappointed as independent Non-Executive Directors. On 15 November 2013, Ricardo Vega Llona and Eduardo Andres Beffermann were appointed as Independent Non-Executive Directors.
· On 9 August 2013, Carlos Enrique A. Palacios Rey was appointed as Chairman of the Board replacing Nigel B. Christie.
· On 24 March 2014, Alberto Camet Blanco, who had served as Independent Non-Executive Director for the entire year, resigned as a Director of the Company.
Carlos Palacios, Chairman of Maple, commented today:
"In 2013, the Company's operations were focused primarily on consolidating commercial operations of the ethanol business, increasing its operating efficiency, and optimising the hydrocarbon production, refining, and marketing activities.
Management remains pleased with the operating results of its hydrocarbon assets and that the ethanol assets are producing high quality fuel-grade ethanol in increasing volumes. The Company continues to seek ways to improve efficiencies and processes throughout the ethanol business. In 2013, financial results were below expectations mainly due to lower yields and volumes of ethanol produced and higher than anticipated maintenance costs, against a relatively fixed agricultural cost base, in respect of the ethanol business."
For further information, please contact
Maple Energy plc (+ 51 1 611 4000)
Carlos Palacios, Chairman of the Board and Independent Non-Executive Director
Guillermo Ferreyros, Chief Executive Officer and Executive Director
Cenkos Securities plc
Derrick Lee +44 131 220 6939
Alan Stewart +44 131 220 6939
Earnings Call
Guillermo Ferreyros, Chief Executive Officer, and Alfonso Morante, Chief Financial Officer, will host a conference call to present and discuss the Company's results for the year ended 31 December 2013 on 8 May 2014 at 3:00 pm BST (9:00 am Peruvian time and 10:00 am Chilean time). The call can be accessed by dialling: +44 (0)20 3428 1542 or 080 8237 0040 (within the UK), 1866 928 7517 (within the US) or +55 11 3351 7052 (International including Peru). Call participants will be asked for their full name, company details, and pass code. The pass code for this call is: 73232245#. A recording of the conference call will be available shortly thereafter on Maple's website at www.maple-energy.com.
2013 Operating Results
For the year ended 31 December 2013, revenues increased to US$133.3 million compared with US$118.2 million in 2012. The Company's gross profit for the year ended 31 December 2013 was US$12.2 million compared with US$28.2 million for the year ended 31 December 2012. Maple realised a net loss after taxes of US$62.0 million in 2013 (US$0.364 per share) compared to a net loss after taxes of US$39.7 million in 2012 (US$0.253 per share).
Adjusted EBITDA (as defined below), a key performance indicator for measuring Maple's underlying financial operating performance, was US$20.1 million in 2013 compared to US$13.9 million in 2012. The higher Adjusted EBITDA in 2013 compared to Adjusted EBITDA in 2012 was primarily due to the first full commercial year of operations of the ethanol business.
The table below shows Maple's (i) historical audited consolidated financial data for the year ended 31 December 2013; (ii) historical audited consolidated financial data for the year ended 31 December 2012, and (iii) other unaudited financial and operating data. The historical consolidated financial data of Maple as of and for the years ended 31 December 2012 and 2013 are derived from the Company's audited consolidated financial statements.
Key Performance Indicators | ||
2013 | 2012 | |
Hydrocarbon sales volume, barrels (1) | 655,360 | 712,220 |
Hydrocarbon gross profit per barrel sold (1) | US$34.86 | US$38.47 |
Ethanol sales volume, gallons (1) | 18,465,419 | 10,262,026 |
Ethanol gross profit per gallon sold (1) | (US$0.57) | US$0.07 |
US$'000 | US$'000 | |
Consolidated | Consolidated | |
Revenue from operations | 133,312 | 118,204 |
Gross profit | 12,236 | 28,164 |
Operating loss | (23,078) | (29,617) |
Net loss after tax | (62,013) | (39,695) |
Adjusted EBITDA (1) (2) | 20,089 | 13,927 |
(1) Unaudited. 2012 Adjusted EBITDA has been restated to conform with the current year presentation of Adjusted EBITDA which is also consistent with the format used for certain bank covenant calculations that the Company must comply with.
(2) Adjusted earnings before interest, taxation, depreciation, and amortisation ("Adjusted EBITDA") is calculated as operating income/(loss) plus depreciation, amortisation, change in value of biological assets, cost of biological assets planted during year, foreign exchange loss/(gain) - realised and unrealised, workers' profit share and non-recurring items including impairment of Block 31-E exploration expenditures, employee termination costs, fines and penalties associated with indirect taxes and third party provider dispute legal costs.
Cash and cash equivalents were US$4.3 million at 31 December 2013 compared to US$7.3 million at 31 December 2012.
Shown below is a reconciliation of operating income to Adjusted EBITDA:
2013 2012
US$'000 US$'000
Consolidated Consolidated
Operating loss (23,078) (29,617)
Depreciation and amortisation 16,014 12,846
Change in value of biological assets 18,020 (1,197)
Cost of biological assets planted during year 946 -
Foreign exchange loss/(gain) - realised and unrealised 1,570 (871)
Workers' Profit Share 1,661 694
Non- recurring Items:
Impairment of exploration expenses - 31,156
Employee termination costs 1,680 -
Fines and penalties associated with indirect taxes 1,759 -
Third party provider dispute legal costs 1,517 916
_______ _______
Adjusted EBITDA (1) 20,089 13,927
======== ========
(1) Unaudited. 2012 Adjusted EBITDA has been restated to conform with the current year presentation of Adjusted EBITDA which is also consistent with the format used for certain bank covenant calculations that the Company must comply with.
Material Factors Affecting Operating Results
The Company's hydrocarbon operations are primarily conducted through Maple Gas. Maple Gas results of operations have historically been materially impacted by certain factors, including (i) the international price of oil, (ii) volumes of hydrocarbons produced by Maple Gas and Aguaytia Energy and delivered as feedstock to the Pucallpa refinery, and (iii) the level of total operating and administrative costs.
The Company's ethanol operations are primarily conducted through Maple Etanol and Maple Biocombustibles (collectively "Maple Ethanol"). Maple Ethanol results of operations are materially impacted by certain factors, including (i) the international and local price of ethanol, (ii) volumes and quality of sugar cane produced by Maple Etanol and delivered as feedstock to the Ethanol Plant, (iii) ethanol yield per net tonne of sugar cane processed, (iv) weather conditions, (v) the prices of fertilizer and fuel for harvesting operations, (vi) the level of total operating and administrative costs, and (vii) the operating efficiency of the Ethanol Plant which is affected by a number of factors including the level of unplanned maintenance.
The results of operations and prospects of the Company depend on numerous factors beyond its control. As a result, if any of these factors become worse than expected or projected, such change may materially and adversely affect the Company's future business, financial condition, results of operations, liquidity, or ability to finance planned capital expenditures.
Set forth below is a brief description of each of these factors and its impact on Maple's results of operations in 2013.
Commodity Prices
The international price of crude oil impacts the market prices in Peru and therefore the price for which Maple sells its refined hydrocarbon products. As a result, increases or decreases in the international price of oil and other commodities can materially impact Maple's overall revenues. The international price of crude oil increased from US$94 per barrel during 2012 to US$98 per barrel during 2013 based on the average of spot prices for West Texas Intermediate crude oil. As a result of changes in the composition of refinery feedstock and refined products, partially compensated by these slightly higher crude oil prices, Maple realised lower sales prices and gross profit from the sale of its refined products in 2013 as compared to 2012. Specifically, Maple generated an average of US$35.63 of gross profit per barrel of refined product sold in 2013 compared with an average of US$38.47 in 2012.
The international price of ethanol impacts the market prices in Peru and therefore impacts the price Maple sells its ethanol both locally and internationally. As a result, increases or decreases in the international price of ethanol can materially impact Maple's overall revenues. A lower than anticipated international price of ethanol, which averaged US$3.04 per gallon during the twelve months ended 31 December 2013 based on the average spot prices for fuel-grade ethanol T2 FOB Rotterdam, had a negative impact on anticipated revenues and the fair value of agricultural assets.
Refinery Feedstock
Maple's primary source of revenues during 2013 was derived from its sales of hydrocarbons and refined products produced and sold from the Pucallpa refinery. The volume of refined products that the Pucallpa refinery is able to produce and sell to customers impacts the Company's cash flow and results of operations. The Pucallpa refinery's ability to produce refined products is directly impacted by the volume of feedstock that is delivered to the facility for refining. Since Maple and Aguaytia Energy currently provide all of the feedstock for the Pucallpa refinery, a decrease in the volumes of this feedstock due to declining production levels, or otherwise, can have a material adverse impact on the Company's results of operations.
Total refinery feedstock volumes delivered to the Pucallpa refinery decreased from an average of 2,008 bpd in 2012 to an average of 1,735 bpd in 2013. The decrease in feedstock was largely a result of lower production volumes of natural gasolines produced by Aguaytia Energy. If Maple is unable to increase the volume of feedstock from its own internal production activities, or if the refinery is unable to source additional feedstock from third parties, including Aguaytia Energy, the total volume of refined products produced and sold will decline, which could materially impact future results of operations of its hydrocarbon production, refining, and marketing business.
Ethanol Plant Feedstock and Operating Efficiency
The volume of ethanol that Maple is able to produce from the Ethanol Plant and sell to customers impacts its cash flow and results of operations. The Ethanol Plant's ability to produce ethanol is directly impacted by the volume and sugar content of the harvested cane that is delivered to the facility as well as the efficiency of the Ethanol Plant. Maple currently provides all of the feedstock for the Ethanol Plant from its sugar cane plantation, and a decrease in the volumes or sugar content of this feedstock can have a material adverse impact on the Company's results of operations, as occurred during the year. The efficiency of the Ethanol Plant is affected by the capacity utilisation of the plant, which utilisation is primarily determined by both the delivery of sugar cane as well as the availability of the plant to process sugar cane and produce ethanol. Plant availability is impacted by various factors including planned and unplanned maintenance activities, and changes in the harvesting schedule. Unplanned maintenance activities and changes in the harvesting schedule both resulted in costs greater than anticipated during the year.
Cost of Sales
Cost of sales for Maple Gas for the year ended 31 December 2013 was US$60.4 million compared to US$64.2 million in 2012. The most significant factors decreasing Maple Gas's cost of sales in 2013 were lower purchased volumes of natural gasolines from Aguaytia Energy.
Maple Ethanol's higher than anticipated cost of sales for the year ended 31 December 2013 was US$60.7 million, mainly due to higher maintenance costs, lower yields and volumes, against a relatively fixed agricultural cost base.
Administrative Expenses
Administrative expenses increased to US$28.7 million in 2013 compared to US$22.0 million in 2012. The increase in administrative expenses can primarily be attributed to administrative expenses of Maple Ethanol for a full year in 2013 compared to 9 months in 2012 as a result of the commencement of commercial operations of the Ethanol Business in April 2012.
The Company employed through its subsidiaries 898 employees as of 31 December 2013 compared to 725 on 31 December 2012. The increase in headcount can primarily be attributed to a full year of commercial operations of the Ethanol Business.
Non-Operating Results
Finance costs increased from US$13.4 million in 2012 to US$33.6 million for 2013. This increase was primarily as a result of an increase in the Ethanol Project Debt Financing interest reflecting a full year charge in respect of interest expense, prepayment fees of US$9.8 million and transaction costs relating to the original project debt financing of US$7.0m being expensed in 2013 in connection with the prepayment of this loan in August 2013.
Outlook for 2014
Ethanol Business
The timing and completion of the Company's 2014 operating and investing activities are subject to a number of factors including availability of services and equipment as well as the obtention of governmental approvals. As a result of these and other factors, Maple may increase or decrease planned activities or prioritise certain projects over others during 2014. The Company's capital programme for 2014, which includes the execution of certain key initiatives outlined below, is currently expected to be primarily funded through the Company's available cash from operations, proceeds from an equity capital raise, and existing or new debt financing facilities.
Agricultural Development and Operations
Maple plans to begin the development of the next phase of the plantation in 2014, subject to the obtention of certain government licenses and capital availability, with a goal of further expanding the plantation. This phase of development of the Company's plantation includes land clearing and preparation works, the installation of additional main water delivery and drip irrigation systems, the planting of additional sugar cane, and the purchase of more rolling stock. Maple continues evaluating new and promising sugar cane varieties suitable for ethanol production, mechanised harvesting, and the specific climate of the area near its ethanol business with the aim of increasing the yields of sugar cane production and ethanol on a per hectare basis.
A key part of the Company's strategy for 2014 and beyond is to secure additional sugar cane in order to maximise the utilisation of the installed processing capacity of the Ethanol Plant. As a result, the Company is looking for third party sugar cane suppliers in order to process more cane through the Ethanol Plant.
Industrial Operations
One of the Company's key objectives is to continue improving the operating efficiency of the Ethanol Plant in order to maximise the production of ethanol and minimise plant downtime related to unplanned maintenance activities. The annual planned shutdown has occurred during the first quarter of 2014 and resulted in the Ethanol Plant being unavailable for a period of approximately seven consecutive weeks starting 19 February 2014. Excluding the Ethanol plant shutdown during this first quarter of 2014, the Ethanol Plant was available to process sugar cane and produce ethanol for approximately 81% of the time on average. The downtime of approximate 19% was significantly higher than anticipated primarily due to planned and unplanned maintenance activities, and changes in the harvesting schedule.
The Ethanol Plant produced an aggregate amount of approximately 10,974 cubic metres (approximately 2.9 million gallons) of fuel-grade ethanol during the first quarter of 2014, resulting in an average ethanol yield during the first quarter of 2014 of approximately 77.8 litres (approximately 20.5 gallons) per net tonne of sugar cane processed. This volume was less than originally expected due to a drought in the northern Peruvian territory during the last quarter of 2013 and the first quarter of 2014 which affected watering of the cane. Maple currently expects to produce in the range of approximately 19.6 to 20.9 gallons of fuel-grade ethanol on average from each net tonne of sugar cane processed at the Ethanol Plant in 2014 with ethanol yields at the low end of this range during the typically warmer months of the Peruvian summer from January to March, and yields at the higher end of this range during the cooler months of the year.
The power generation facilities of the Ethanol Plant are currently supplying substantially all of the electrical energy required for Maple's agricultural and industrial operations, and any "excess" electricity is being sold to the national power grid. Currently, when the Ethanol Plant is not undergoing maintenance activities, Maple is producing between approximately 15 and 20 MW of electric power, while the internal demand for power for the Company's ethanol industrial operations is currently between 4 and 6 MW, and the balance is for agricultural operations.
Sales and Marketing
Under the Sales Agreement, Maple completed a total of three export sales of fuel-grade ethanol to Mitsui during the first quarter of 2014. These sales were for an aggregate volume of approximately 11,399 cubic metres (approximately 3.0 million gallons) of ethanol destined for customers in Brazil and Jamaica. In the near term Maple expects to continue to export a significant portion of its ethanol production to the European Union.
A substantial portion of the ethanol to be produced during the rest of this year is expected to be sold into the export market under the existing agreement with Mitsui. Based on independent analysis, 2014 ethanol prices are expected to be lower on average than those which were achieved in 2013.
Hydrocarbon Production, Refining, and Marketing Business
During the first quarter of 2014, refinery feedstock averaged approximately 1,603 bpd, consisting of natural gasolines supplied by Aguaytia Energy, crude oil from Maple's oilfields and purchased crude from Cepsa's new oil discovery test, and average daily sales of refined products were 1,453 bpd. Crude oil production from the Company's oilfields was approximately 422 bpd during the same quarter.
Maple's goal is to substantially maintain its cash flow from hydrocarbon operations through the continued optimisation of its hydrocarbon production, refining, and marketing activities and the continued close management of operating costs. As part of its capital expenditure programme for this year, Maple plans to recomplete 3 wells in the Agua Caliente oilfield and also recomplete 3 wells in the Maquia oilfield. The objective of these recompletions is to offset at least a portion of the normal production decline in these two mature oilfields. These works are expected to be completed by the end of the year.
Financing Activities
The Group is currently in the process of seeking a strategic equity investment ("the Key Financing Transaction").
In April 2014, the Company successfully negotiated a short term loan to improve the working capital position of the ethanol business with its current Senior Lenders. In addition, due to the lower than expected performance of the Company's ethanol business and current adverse ethanol pricing conditions, the Company has also been evaluating a number of potential financing opportunities to raise new equity finance in order to secure the longer term future of the ethanol business. In the first quarter of 2014, the Company has retained Itau BBA, one of the largest financial institutions in Latin America, and Interbank, a leading Peruvian bank, to assist the Company in this formalised process. The Company is progressing in these discussions and expects that by early May it will conclude phase one of a three phase process resulting in the receipt of non-binding offers from potential investors and the selection of the best offers by the Company. Phase two will involve a shortlist of these potential investors being selected to conduct and complete their due diligence processes and make binding offers leading to phase three being final negotiations and closing with the selected investor(s).
The Company has entered into discussions with Fondo de Inversión en Infraestructura, Servicios Públicos y Recursos Naturales ("AC Capitales") to renegotiate the conditions of the non-voting convertible preferred shares ("Class B Shares"), held by AC Capitales. The Company believes that agreeing more flexible terms in relation to the Class B Shares will be necessary for the Company to achieve the strategic investment, and the proposed financing transaction is structured accordingly. While the Company is pursuing a mutually beneficial result for its shareholders and AC Capitales, no guarantee can be given that a resolution to this matter will be achieved on acceptable terms to the Company, or at all.
The execution of the 2014 operating plan by Maple's dedicated team of employees is expected to add significant value to the Company. By optimising both the ethanol operations and the hydrocarbon production and refining activities, Maple will further its mission of building a leading integrated energy company in Peru.
Forward-Looking Statements
Except for the historical information contained in this announcement, statements contained in this document, particularly those regarding possible, projected, or assumed future performance and results, including growth outlook, forecasted economics, operations, production, contracting, costs, prices, earnings, returns and potential growth, are or may include forward-looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, the price of hydrocarbons and ethanol, weather risks, economic and political risks. Forward-looking statements are not guarantees of future performance or an assurance that Maple's current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors. Furthermore, any forward-looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this announcement for the year ended 31 December 2013. These forward-looking statements speak only as at the date of this announcement, and Maple Energy plc does not assume any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events, or otherwise.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2013
| 2013 US$'000 | 2012 US$´000 | |
Continuing operations | |||
Revenue | 133,312 | 118,204 | |
Cost of sales | (121,076) | (90,040) | |
____________ | ____________ | ||
Gross profit | 12,236 | 28,164 | |
____________ | ____________ | ||
Other operating income |
502 |
553 | |
Administrative expenses | (28,715) | (21,991) | |
Selling and distribution costs | (5,421) | (5,187) | |
Employee termination costs | (1,680) | - | |
Impairment of exploration expenses | - | (31,156) | |
____________ | ____________ | ||
Total operating expenses | (35,314) | (57,781) | |
____________ | ____________ | ||
Operating loss | (23,078) | (29,617) | |
Finance revenue | 74 | 55 | |
Finance costs | (33,643) | (13,431) | |
____________ | ____________ | ||
Loss before tax | (56,647) | (42,993) | |
Income tax (charge)/credit | (5,366) | 3,298 | |
____________ | ____________ | ||
Loss for the year | (62,013) | (39,695) | |
========== | ========== | ||
Loss attributable to: | |||
Equity holders of the parent | (59,247) | (37,795) | |
Non-controlling interests | (2,766) | (1,900) | |
____________ | ____________ | ||
(62,013) | (39,695) | ||
========== | ========== | ||
Loss per share Basic loss per share attributable to ordinary equity holders of the parent |
|
US$ (cent) (36.41) |
US$ (cent)
(25.33) |
========== | ========== | ||
Diluted loss per share attributable to ordinary equity holders of the parent | (36.41) | (25.33) | |
========== | ========== |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2013
2013 US$'000 | 2012 US$'000 | ||
Loss for the year | (62,013) | (39,695) | |
____________ | ____________ | ||
Total comprehensive expense for the year, net of tax | (62,013) | (39,695) | |
========= | ========= | ||
Attributable to: | |||
Equity holders of the parent | (59,247) | (37,795) | |
Non-controlling interests | (2,766) | (1,900) | |
____________ | ____________ | ||
(62,013) | (39,695) | ||
========= | ========= |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2013
ASSETS |
| 2013 US$'000 | 2012 US$'000 |
Non-current assets | |||
Property, plant and equipment | 209,153 | 217,429 | |
Other intangible assets | 63,411 | 67,025 | |
Value-added tax recoverable | 8,083 | - | |
Biological assets | 3,685 | 21,705 | |
_________________ | _________________ | ||
284,332 | 306,159 | ||
_________________ | _________________ | ||
Current assets | |||
Income tax recoverable | 563 | 1,255 | |
Prepayments and other assets | 7,830 | 19,550 | |
Inventories | 13,458 | 16,419 | |
Trade and other receivables | 7,913 | 2,689 | |
Cash and cash equivalents | 4,288 | 7,255 | |
Restricted cash | 7,754 | 2,713 | |
_________________ | _________________ | ||
41,806 | 49,881 | ||
_________________ | _________________ | ||
TOTAL ASSETS | 326,138 | 356,040 | |
============= | ============= | ||
EQUITY AND LIABILITIES | |||
Equity attributable to equity holders of the parent | |||
Issued capital | 1,641 | 1,492 | |
Share premium | 141,544 | 128,784 | |
Other reserves | 5,058 | 4,274 | |
Merger reserve | 42,647 | 42,647 | |
Retained loss | (121,477) | (62,230) | |
_________________ | _________________ | ||
69,413 | 114,967 | ||
Non-controlling interests | 4,701 | 8,101 | |
_________________ | _________________ | ||
Total equity | 74,114 | 123,068 | |
_________________ | _________________ | ||
Non-current liabilities | |||
Preferred shares | 19,792 | 17,143 | |
Long-term debt | 155,136 | 129,173 | |
Other non-current liabilities | 2,322 | 89 | |
Provisions | 1,375 | 1,307 | |
Deferred income tax liability | 7,454 | 6,609 | |
_________________ | _________________ | ||
186,079 | 154,321 | ||
_________________ | _________________ | ||
Current liabilities | |||
Current portion of long-term debt | 11,388 | 22,761 | |
Trade and other payables | 18,746 | 18,955 | |
Bank loans and overdrafts | 13,511 | 12,000 | |
Other current liabilities | 22,300 | 24,935 | |
_________________ | _________________ | ||
65,945 | 78,651 | ||
_________________ | _________________ | ||
TOTAL LIABILITIES | 252,024 | 232,972 | |
_________________ | _________________ | ||
TOTAL EQUITY AND LIABILITIES | 326,138 | 356,040 | |
============= | ============= |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2013
Attributable to equity holders of the parent |
| ||||||||
|
| ||||||||
Number of Ordinary Shares |
Issued capital | Share premium |
Other reserves |
Merger reserve | Retained loss | Total | Non-controlling interests | Total equity | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
At 1 January 2012 | 149,215,956 | 1,492 | 128,784 | 3,914 | 42,647 | (24,435) | 152,402 | 10,001 | 162,403 |
Loss for the year | - | - | - | - | - | (37,795) | (37,795) | (1,900) | (39,695) |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
Total comprehensive expense | - | - | - | - | - | (37,795) | (37,795) | (1,900) | (39,695) |
Share-based payment | - | - | - | 360 | - | - | 360 | - | 360 |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
At 31 December 2012 | 149,215,956 | 1,492 | 128,784 | 4,274 | 42,647 | (62,230) | 114,967 | 8,101 | 123,068 |
Loss for the year | - | - | - | - | - | (59,247 ) | (59,247) | (2,766) | (62,013) |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
Total comprehensive expense | - | - | - | - | - | (59,247 ) | (59,247) | (2,766) | (62,013) |
Issue of share capital | 14,921,595 | 149 | 14,027 | - | - | - | 14,176 | - | 14,176 |
Transaction costs on issue of share capital | - | - | (1,267) | - | - | - | (1,267) | - | (1,267) |
Deemed part disposal by non-controlling interest of its non-controlling interest | - | - | - | 634 | - | - | 634 | (634) | - |
Share-based payment | - | - | - | 150 | - | - | 150 | - | 150 |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
At 31 December 2013 | 164,137,551 | 1,641 | 141,544 | 5,058 | 42,647 | (121,477) | 69,413 | 4,701 | 74,114 |
============ | ========== | ========== | ========== | ========== | ========== | ========== | ========== | ========== |
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2013
| 2013 US$'000 | 2012 US$'000 | |
Operating activities | |||
Collection from customers | 128,647 | 121,529 | |
Payments to suppliers and third parties | (74,121) | (68,907) | |
Payments to employees | (19,240) | (17,322) | |
Interest paid | (16,889) | (11,194) | |
Income tax paid | (1,263) | (180) | |
_______ | _______ | ||
Net cash provided by operating activities | 17,134 | 23,926 | |
_______ | _______ | ||
Investing activities | |||
Purchase of property, plant and equipment | (2,483) | (22,813) | |
Additions of exploration and other intangible assets | - | (5,413) | |
Additions of biological assets | (26,552) | (22,065) | |
Increase in restricted cash | (6,735) | - | |
Decrease in restricted cash | 1,694 | 4,420 | |
Interest received | 74 | 55 | |
_______ | _______ | ||
Net cash used in investing activities | (34,002) | (45,816) | |
_______ | _______ | ||
Financing activities | |||
Proceeds from issue of share capital | 14,176 | - | |
Transaction costs | (1,267) | - | |
Proceeds from long-term debt | 160,000 | 10,956 | |
Prepayments penalty and fees on extinguishment of debt | (9,766) | - | |
Payments of long-term debt | (150,542) | (2,297) | |
Proceeds from bank loans | 63,550 | 17,799 | |
Payments of bank loans | (62,039) | (5,799) | |
_______ | _______ | ||
Net cash provided by financing activities | 14,112 | 20,659 | |
_______ | _______ | ||
Net decrease in cash and cash equivalents during the year | (2,756) | (1,231) | |
Net foreign exchange difference | (211) | 78 | |
Cash and cash equivalents at beginning of year | 7,255 | 8,408 | |
_______ | _______ | ||
Cash and cash equivalents at end of year | 4,288 | 7,255 | |
========= | ========= |
1. BASIS OF PREPARATION
The consolidated financial statements have been prepared on an historical cost basis, with the exception of biological assets and embedded derivative financial instruments that have been measured at fair value. The consolidated financial statements are presented in U.S. Dollars, and all values are rounded to the nearest thousand (US$'000), except where otherwise indicated.
2. CORPORATE INFORMATION
Maple Energy plc ("the Company") was incorporated in the Republic of Ireland on 18 October 2006. On 12 February 2007, the Company re-registered as a public limited company. The Company is domiciled in the Republic of Ireland. The principal activities of the Group are described in the Directors' Report.
Prior to 30 November 2006, the group of companies (the "Maple Group"), which now form the consolidated financial statements of Maple Energy plc and its subsidiaries (collectively, "Maple" or the "Group"), was organised as two separate groups of companies under common control: The Maple Companies, Limited ("MCL") and The Maple Gas Corporation del Perú Ltd. ("Maple BVI"), both companies registered in the British Virgin Islands. Effective 30 November 2006, a series of transactions were undertaken whereby these entities were re-organised such that MCL acquired Maple BVI and its related entities. MCL also acquired various non-controlling interests. This business combination was accounted for using the purchase method of accounting.
On 7 February 2007, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with the shareholders of MCL, whereby in return for the issuance of 48,581,113 Ordinary Shares of US$0.01 each, the Company acquired 1,619,371 shares of US$0.01 each of MCL, representing its entire issued shared capital at that time, and became the ultimate holding company of the Maple Group. This group re-organisation was accounted for using the pooling of interests method. The purpose of this re-organisation was to implement a more efficient group structure to facilitate the raising of capital on the Alternative Investment Market ("AIM") of the London Stock Exchange.
3. GOING CONCERN
The Group is currently in the process of seeking a strategic equity investment ("the Key Financing Transaction").
In April 2014, the Company successfully negotiated a short term loan to improve the working capital position of the ethanol business with its current Senior Lenders. In addition, due to the lower than expected performance of the Company's ethanol business and current adverse ethanol pricing conditions, the Company has also been evaluating a number of potential opportunities to raise new equity finance in order to secure the longer term future of the ethanol business. In the first quarter of 2014, the Company has retained Itau BBA, one of the largest financial institutions in Latin America, and Interbank, a leading Peruvian bank, to assist the Company in this formalised process. The Company is progressing in these discussions and expects by early May it will conclude phase one of a three phase process resulting in the receipt of non-binding offers from potential investors and the selection of the best offers by the Company. Phase two will involve a shortlist of these potential investors being selected to conduct and complete their due diligence processes and make binding offers leading to phase three being final negotiations and closing with the selected investor(s).
The Company has entered into discussion with Fondo de Inversión en Infraestructura, Servicios Públicos y Recursos Naturales ("AC Capitales") to renegotiate the conditions of the non-voting convertible preferred shares ("Class B Shares"), held by AC Capitales. The Company believes that agreeing more flexible terms in relation to the Class B Shares will be necessary for the Company to achieve the strategic investment, and the proposed financing transaction is structured accordingly. While the Company is pursuing a mutually beneficial result for its shareholders and AC Capitales, no guarantee can be given that a resolution to this matter will be achieved on acceptable terms to the Company, or at all.
The Group has prepared forecasts and cash flow projections which take into account reasonably possible changes in the timing of cash inflows and funding, but which assume that it will successfully secure the strategic investment on a timely basis. These projections have been prepared in detail through to 30 June 2015 and support the conclusion of the Directors that the Group and the Company will be able to operate as a going concern within the level of its current resources and those anticipated in the Key Financing Transaction.
The cash flow projections are dependent on the Group successfully completing the key financing transaction by no later than the third quarter of 2014 and substantially achieving its forecasted EBITDA, in particular, the forecasted EBITDA in respect of the Ethanol business unit. The forecasted EBITDA for the Ethanol business unit assumes that ethanol prices will improve during 2014 into 2015, based on independent third party analysis commissioned by the Company from two independent sources. It also assumes sufficient feedstock (including sourcing third party feedstock) for the ethanol plant will be available. The cash flow projections also take account of the commencement of the scheduled repayment of the Term Loan debt financing.
The Directors believe that the Group's cash flow and profit forecasts represent the Group's best estimate of the actual results over the forecast period at the date of approval of the financial statements. The Directors have concluded that the completion of the planned equity financing transaction, the future price of ethanol and the availability of sufficient feedstock for the ethanol plant described above represent material uncertainties that may cast significant doubt about the Group and the Company's ability to continue as a going concern.
Nevertheless, after making enquiries and considering the uncertainties described above, the Directors are currently confident that the Group and the Company have, and will continue to have, adequate financial resources to continue in operation for the foreseeable future. For these reasons, the financial statements of the Group and the Company have been prepared on a going concern basis.
Accordingly, these financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Group or Company was unable to continue as a going concern.
4. ACCOUNTING POLICIES
IFRS and IFRIC Interpretations adopted during the financial year
The accounting policies adopted are consistent with those of the previous financial year, except for the following amendment to IFRS effective as of 1 January 2013:
- IFRS 13 Fair Value Measurement
In addition, the following amended standards and interpretations became effective for the current financial year but had no impact on the Group's financial position or performance:
- IAS 1 (Amendments) Presentation of Items of Other Comprehensive Income;
- IAS 19 Employee Benefits (Revised 2011) (IAS 19R);
- IFRS 1 (Amendments) Government Loans;
- IFRS 7 (Amendments) Disclosures - Offsetting Financial Assets and Financial Liabilities;
- IFRIC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine; and
- Annual Improvements to IFRSs 2009-2011 Cycle.
The impact of the adoption of IFRS 13 Fair Value Measurement is described below:
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. IFRS 13 defines fair value as an exit price. As a result of the guidance in IFRS 13, the Group re-assessed its policies for measuring fair values. IFRS 13 also requires additional disclosures.
Application of IFRS 13 has not materially impacted the fair value measurements of the Group. Additional disclosures, where required, including the categorisation of the relevant asset or liability within the fair value hierarchy, are provided in the individual notes relating to the assets and liabilities whose fair values were determined.
Standards issued but not yet effective
The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these standards and interpretations, if applicable, when they become effective.
The effective dates of the following new/modified standards were deferred to 1 January 2014: IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities, and IAS 27 Separate Financial Statements.
IFRS 10 Consolidated Financial Statements and IAS 27 Separate Financial Statements
IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also addresses the issues covered in SIC-12 Consolidation - Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including structured entities (previously referred to as special purpose entities).
The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. The application of IFRS 10 and IAS 27 is not expected to impact the Group's accounting for its interests in subsidiaries.
IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 sets out the requirements for disclosures relating to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. The requirements in IFRS 12 are more comprehensive than the previously existing disclosure requirements for such investments, but are not expected to impact on the Group's financial position or performance.
IFRS 9 Financial Instruments
IFRS 9, as issued, reflects the IASB's work on the replacement of IAS 39 and applies to the classification and measurement of financial assets and liabilities as defined in IAS 39 and the application of hedge accounting. The standard was initially effective for annual periods beginning on or after 1 January 2013 but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to 1 January 2015. This date has now been removed to provide sufficient time for preparers of financial statements to make the transition to the new requirements and a new effective date will be announced upon completion of the IFRS 9 project. During 2013 the IASB issued an updated version of IFRS 9 Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39) (IFRS 9 (2013)), which includes new hedge accounting requirements and some related amendments to IFRS 7 Financial Instruments: Disclosures. The IASB still has to complete the impairment phase of the project. The Group will assess the impact of IFRS 9 when the final standard including all phases is issued, subject to EU endorsement.
IFRIC Interpretation 21 Levies (IFRIC 21)
IFRIC 21 clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. IFRIC 21 is effective for annual periods beginning on or after 1 January 2014. The adoption of IFRIC 21 may have an impact on the Group's accounting for production and similar taxes, which do not meet the definition of an income tax in IAS 12. However, the Group is still assessing and quantifying the effect.
The standards and interpretations addressed below are not currently envisaged to have a material impact on the Group's Consolidated Financial Statements.
- Defined benefit plans: Employee contributions (Amendments to IAS 19)
- IAS 32 Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32
- Recoverable Amount Disclosures for Non-Financial Assets - Amendments to IAS 36 Impairment of Assets
- IAS 39 Novation of Derivatives and Continuation of Hedge Accounting - Amendments to IAS 39
- IFRS 11 Joint Arrangements and IAS 28 Investment in Associates and Joint Ventures
- IFRS 14 Regulatory Deferral Accounts
- Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
- Annual Improvements to IFRSs - 2010-2012
- Annual Improvements to IFRSs - 2011-2013
There are no other standards and interpretations in issue but not yet adopted that the directors anticipate will have a material affect on the reported income or net assets of the Group.
5. SEGMENT INFORMATION
Operating segments
For management purposes, the Group is organised into business units for which it may earn revenues and incur expenses and has three operating segments as follows:
- Ethanol
- Exploration, Production, and Marketing
- Other and Corporate
The Chief Operating Decision Maker (hereinafter "CODM") of Maple reviews the information of these segments on an individual basis. Ethanol is managed through Maple Etanol S.R.L. and Maple Biocombustibles S.R.L. which are separate entities, information for which is reviewed by the CODM together. Exploration, Production, and Marketing are managed through Maple Gas Corporation del Peru S.R.L. ("Maple Gas") and Acer Comercial S.R.L. ("Acer"), both separate entities, information for which is reviewed by the CODM together. The other segment includes investment holding companies.
Reportable segments
The Group considers that the operating segments and the Reportable Segments in the financial statements are the same. For the operating segments mentioned above, Maple presents the following information in accordance with IFRS 8:
• Segment Revenue: the Group only includes revenues that are directly attributed to a specific segment together with the relevant portion of revenue that can be allocated to it on a reasonable basis.
• Segment Result: The Group includes operating income/(loss) resulting from the operating activities of the specific segments. Finance revenue, finance costs, and income tax expenses are also included in the specific operating segment.
• Segment Assets: Management includes all assets used in the operating activities of the specific segment including property, plant, and equipment, and intangible assets. Goodwill is presented in a separate line of the corresponding segment.
• Segment Liabilities: Management includes all liabilities incurred in the operating activities of the specific segment.
Exploration, production, and marketing | Ethanol | Other and corporate | Adjustments and eliminations | TotalGroup | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Year ended 31 December 2013 | |||||
Revenue | |||||
Sales to local external customers | 83,559 | 2,770 | - | - | 86,329 |
Sales to foreign external customers | - | 46,983 | - | - | 46,983 |
Inter-segment sales | 180 | - | - | (180) | - |
____________ | ____________ | ____________ | ____________ | ____________ | |
83,739 | 49,753 | - | (180) | 133,312 | |
Results | |||||
Operating income/(loss) | 4,492 | (25,209) | (2,161) | (200) | (23,078) |
Finance revenue | 13 | 61 | - | - | 74 |
Finance costs | (1,613) | (29,264) | (2,766) | - | (33,643) |
____________ | ____________ | ____________ | ____________ | ____________ | |
- | |||||
Profit/(loss) before tax from continuing operations | 2,892 | (54,412) | (4,927) | (200) | (56,647) |
____________ | ____________ | ____________ | ____________ | ____________ | |
- | |||||
Income tax charge | (3,249) | (2,117) | - | - | (5,366) |
____________ | ____________ | ____________ | ____________ | ____________ | |
Loss for the year from continuing operations | (357) | (56,529) | (4,927) | (200) | (62,013) |
____________ | ____________ | ____________ | ____________ | ____________ | |
Assets and liabilities | |||||
Assets | 71,315 | 301,744 | 40,832 | (97,710) | 316,181 |
Goodwill | 9,957 | - | - | - | 9,957 |
____________ | ____________ | ____________ | ____________ | ____________ | |
81,272 | 301,744 | 40,832 | (97,710) | 326,138 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Liabilities | 27,264 | 236,151 | 91,996 | (103,387) | 252,024 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Capital expenditures | |||||
Property, plant, and equipment | 529 | 4,253 | - | - | 4,782 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Impairment of exploration and evaluation assets | |||||
Depreciation | 1,989 | 10,532 | - | - | 12,521 |
Amortisation | 2,065 | 1,428 | - | - | 3,493 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other non-cash expenses | |||||
Share-based payments | 44 | 34 | 72 | - | 150 |
1. Inter-segment revenues are eliminated on consolidation.
2. Inter-segment loans are eliminated on consolidation.
Exploration, production, and marketing | Ethanol | Other and corporate | Adjustments and eliminations | TotalGroup | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Year ended 31 December 2012 | |||||
Revenue | |||||
Sales to local external customers | 91,620 | 5,212 | - | - | 96,832 |
Sales to foreign external customers | - | 21,372 | - | - | 21,372 |
Inter-segment sales | 120 | - | - | (120) | - |
____________ | ____________ | ____________ | ____________ | ____________ | |
91,740 | 26,584 | - | (120) | 118,204 | |
Results | |||||
Operating income/(loss) | (20,419) | (7,654) | (1,771) | 227 | (29,617) |
Finance revenue | 40 | 13 | 2 | - | 55 |
Finance costs | (602) | (10,548) | (2,281) | - | (13,431) |
____________ | ____________ | ____________ | ____________ | ____________ | |
- | |||||
Profit/(loss) before tax from continuing operations | (20,981) | (18,189) | (4,050) | 227 | (42,993) |
____________ | ____________ | ____________ | ____________ | ____________ | |
- | |||||
Income tax credit | 4,031 | (733) | - | - | 3,298 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Profit/(loss) for the year from continuing operations | (16,950) | (18,922) | (4,050) | 227 | (39,695) |
____________ | ____________ | ____________ | ____________ | ____________ | |
Assets and liabilities | |||||
Assets | 71,517 | 295,525 | 108,549 | (129,508) | 346,083 |
Goodwill | 9,957 | - | - | - | 9,957 |
____________ | ____________ | ____________ | ____________ | ____________ | |
81,474 | 295,525 | 108,549 | (129,508) | 356,040 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Liabilities | 26,631 | 189,335 | 93,283 | (76,277) | 232,972 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other information | |||||
Capital expenditures | |||||
Intangible assets | 199 | 5,259 | - | - | 5,458 |
Property, plant, and equipment | 752 | 26,577 | - | - | 27,329 |
____________ | ____________ | ____________ | ____________ | ____________ | |
951 | 31,836 | - | - | 32,787 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Impairment of exploration and evaluation assets | 31,156 | - | - | - | 31,156 |
Depreciation | 2,073 | 7,468 | - | - | 9,541 |
Amortisation | 2,180 | 1,125 | - | - | 3,305 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other non-cash expenses | |||||
Share-based payments | 133 | 84 | 143 | - | 360 |
1. Inter-segment revenues are eliminated on consolidation.
2. Inter-segment interest is eliminated on consolidation.
Geographical information
Revenues from external customers
External customers are located in Peru and other international locations. Revenue from one customer amounted to US$19,357,000 (2012: US$22,015,000) arising from sales by the exploration and oil production segment and revenue from another single customer amounted to US$45,476,000 (2012: US$21,372,000) arising from sales by the ethanol segment.
Non-current assets
Non-current assets are allocated based on where the assets are located:
2013 | 2012 |
| ||
US$'000 | US$'000 |
| ||
| ||||
Peru | 280,434 | 302,085 | ||
British Virgin Islands | 3,898 | 4,074 | ||
_________ | _________ | |||
284,332 | 306,159 |
| ||
========== | ========== |
| ||
Non-current assets for this purpose consist of property, plant, and equipment, other intangible assets, exploration and evaluation assets, and biological assets.
6. INCOME TAX
(a) Income tax regulations
The Company is subject to Irish tax regulations. Subsidiaries incorporated in the British Virgin Islands are not subject to income tax. Peruvian subsidiaries of the Company are subject to the Peruvian Tax System.
Corporation tax in Ireland is 12.5% on trading activities and 25% on non-trading activities. Exploitation activities of hydrocarbons in Blocks 31-B and 31-D are subject to the Peruvian tax regulations in force as of 30 March 1994 (30%). Exploitation and Exploration activities in Block 31-E are subject to the Peruvian tax regulations in force as at 6 March 2001 (22%). Refining and commercial activities of hydrocarbons are subject to the current Peruvian tax regime (30%). Agriculture and industrial activities of ethanol operations are subject to the current Peruvian tax regime (15% and 30% respectively).
(b) Income tax
2013 | 2012 | |
US$'000 | US$'000 | |
Income tax charge/(credit) | ||
- Current | 4,521 | 2,275 |
- Deferred | 845 | (5,573) |
__________ | __________ | |
5,366 | (3,298) | |
======== | ======== |
(c) Movement of deferred income tax
At 1 January 2012 | 2012 | 31 December 2012 | 2013 | At 31 December 2013 |
| ||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| ||||
Deferred asset |
| ||||||||
Tax loss carry forward | 3,112 | (3,112) | - | - | - |
| |||
Exploration costs | 468 | (468) | - | - | - |
| |||
Other | 570 | (40) | 530 | 211 | 741 |
| |||
_______ | _______ | _______ | _______ | _______ |
| ||||
| |||||||||
Deferred asset | 4,150 | (3,620) | 530 | 211 | 741 |
| |||
_______ | _______ | _______ | _______ | _______ |
| ||||
| |||||||||
Deferred liability |
| ||||||||
Exploration and development costs | (10,177) | 9,249 | (928) | 184 | (744) |
| |||
Contractual rights and customer relationships | (5,134) | 616 | (4,518) | 652 | (3,866) |
| |||
Oil wells | (482) | 86 | (396) | 54 | (342) |
| |||
Workovers | (540) | 80 | (460) | 69 | (391) |
| |||
Amortisation of ethanol project intangible | - | (648) | (648) | (2,320) | (2,968) |
| |||
Others | 1 | (190) | (189) | 305 | 116 |
| |||
_______ | _______ | _______ | _______ | _______ |
| ||||
| |||||||||
Deferred liability | (16,332) | 9,193 | (7,139) | (1,056) | (8,195) |
| |||
_______ | _______ | _______ | _______ | _______ |
| ||||
| |||||||||
Deferred liability, net | (12,182) | 5,573 | (6,609) | (845) | (7,454) |
| |||
========== | ============ | ========== | ======== | ========== |
| ||||
At 31 December 2013 and 2012, there was no recognised deferred tax liability for taxes that would be payable on the unremitted earnings of certain of the Group's subsidiaries as:
· the Group is able to control the timing of the reversal of the temporary difference; and
· the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future.
The tax effect of tax losses forward in relation to the ethanol operations and biological assets for which deferred tax assets have not been recognised amount to US$13,055,000 (2012: US$ 1,924,000) and expire four years from the period in which taxable profits arise. The deferred tax assets have not been recognised because based on historic results, there is currently uncertainty surrounding the existence of sufficient deductible profits when the temporary differences release.
(d) Reconciliation between income tax credit and the loss before tax multiplied by the standard tax rate
2013 |
2012 | |
US$'000 | US$'000 | |
Loss before income tax | (56,647) | (42,993) |
Legal consolidated rate | 30% | 30% |
_______ | _______ | |
At consolidated rate | (16,994) | (12,898) |
Losses of entities not subject to tax | 1,541 | 1,247 |
Unutilised taxable losses carried forward | 11,131 | 1,924 |
Minimum income taxes assumed by the Group | 82 | 175 |
Other differences | 1,516 | 2,064 |
Exchange differences not subject to tax | (136) | 1,831 |
Lower rate of tax on agricultural activities | 8,226 | 2,359 |
_______ | _______ | |
Effective income tax charge/(credit) | 5,366 | (3,298) |
======== | ======== |
7. LOSS PER SHARE
Basic loss per share amounts are calculated by dividing net loss for the year attributable to equity holders of the parent by the weighted average number of Ordinary Shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of Ordinary Shares outstanding during the year plus the weighted average number of Ordinary Shares that would be issued on the conversion of all the dilutive potential Ordinary Shares into Ordinary Shares.
The following reflects the loss and share data used in the basic and diluted loss per share computations:
2013 | 2012 | |
Numerator | US$'000 | US$'000 |
Net loss attributable to equity holders of the parent for basic and diluted earnings | (59,247) | (37,795) |
D |
| |
2013 | 2012 | |
Denominator | Number | Number |
Weighted average number of ordinary shares for basic earnings per share | 162,706,713 | 149,215,956 |
Effect of dilutive potential ordinary shares (i) - (iv) | - | - |
______________ | _______________ | |
Weighted average number of ordinary shares for diluted loss per share | 162,706,713 | 149,215,956 |
______________ | _______________ | |
US dollar | US dollar | |
(cent) | (cent) | |
Basic loss per share attributable to ordinary equity holders of the parent | (36.41) | (25.33) |
______________ | _______________ | |
Diluted loss per share attributable to ordinary equity holders of the parent | (36.41) | (25.33) |
______________ | _______________ |
The Company has instruments in issue that could potentially dilute basic earnings per share in the future, and are included / excluded in the calculation for the reasons outlined below:
Ordinary Shares
(i) Stock Option Agreement with Fondo de Inversion en Infraestructura, Servicios Publicos y Recursos Naturales ("ACC") - The Company granted ACC options to receive 7,786,560 Ordinary Shares of US$0.01 each in exchange for the 259,552 shares ACC holds in the equity of MCL, a subsidiary of the Company. These potential Ordinary Shares were anti-dilutive for the years ended 31 December 2012 and 2013 due to the loss incurred for both years;
(ii) Investment Agreement with ACC - If a subsidiary of the Company has to make tax payments in connection with certain potential tax claims for the tax years 2001, 2002, and 2003, the Company shall compensate ACC by one of the following, as selected by the Company, after consultation with ACC: (i) make a payment equal to 10.989% of the amount of the payment ("Pro Rata Tax Claim Amount"); or (ii) an amount in shares of MCL that is equivalent to the number of shares of the Company having a then market value equal to the Pro Rata Tax Claim Amount. As the status of the contingency remained unsatisfied at 31 December 2013 and 2012, the contingently issuable Ordinary Shares are not included in the calculation of diluted loss per share for the years ended 31 December 2013 and 2012; and
(iii) Employee Stock Options - Total number of shares related to the outstanding options that could potentially dilute basic earnings per share in the future. These potential Ordinary Shares were anti-dilutive for the years ended at 31 December 2013 and 2012.
Preferred Shares
(iv) Investment Agreement with ACC on Preferred Shares - The Company entered into an investment agreement with ACC to issue new Class B convertible preferred shares of MCL for gross proceeds of US$12.5 million. Under the terms of the investment agreement, ACC purchased 456,871 non-voting Class B convertible preferred shares (the "Class B Shares") of MCL. The Class B Shares hold certain rights to cash flow and dividends of MCL and are convertible into ordinary shares of Maple Energy plc at a conversion rate of 30 to 1 at ACC´s discretion (or 20.7 to 1, at ACC's discretion once ACC has achieved a certain internal rate of return ("IRR")). The potential issue of Ordinary Shares is not included in the calculation of diluted loss per share as the effect would be anti-dilutive for the years ended 31 December 2013 and 2012.
8. BIOLOGICAL ASSETS
Changes in biological assets (growing sugar cane plants which include sugar cane roots and standing sugar cane) are described below:
| |||
2013 | 2012 | ||
US$'000 | US$'000 | ||
|
| ||
Balances at January 1 | 21,705 | 15,712 |
|
Additions pre-operations | - | 4,796 |
|
| |||
Additions after commencement of operations* | 26,552 | 17,269 |
|
Harvested cane transferred to inventory | (27,022) | (17,343) |
|
Changes in fair value | (17,550) | 1,271 |
|
___________ | ___________ |
| |
Subtotal- changes to Biological Assets during operations period | (18,020) | 1,197 |
|
___________ | ___________ |
| |
Balance at December 31 | 3,685 | 21,705 |
|
========== | ========== |
|
*Included in additions after commencement of operations for the year ended 31 December 2013 is US$946,000 related to planting costs.
a) The Company measures the biological agriculture assets of sugar cane at their fair value. The fair value is calculated using a discounted cash flow technique, according to IAS 41-Biological Assets.
Management believes that the revenues and costs projections calculated based on production estimations and the discount rate used in the net cash flow projections reflect reasonably the Group's operational expectations and the economy of the sector in which it operates.
As of 31 December 2013, a total of 7,456 hectares (2012: 6,510 hectares) of sugar cane have been planted of which 363 hectares (2012: none) are fallow and 7,093 hectares bear standing cane (2012: 6,510 hectares).
b) The principal assumptions to calculate the fair value of the biological assets, all of which are Level 3 unobservable inputs within the fair value hierarchy, are the following:
Sugar Cane | Unit | 2013 | 2012 | |
Inputs to sugar cane imputed market value | ||||
Ethanol price | US$/Gallon | US$2.90 | US$3.08 | |
Cane transport cost | US$/Tonne | US$2.57 | US$1.50 | |
Percentage of total recoverable sugars (TRS) | Percent | 13.5% | 14.2% | |
Other unobservable inputs | ||||
Sugar cane harvests before replanting | Harvests | 5 | 5 | |
Sugar cane yield | Tonnes/Hectare | 104-172 | 111-170 | |
Fertilising, irrigation and operational costs | US$/Hectare/Month | US$287 | US$290 | |
Harvesting and haul-out costs | US$/Tonne | US$5.38 | US$4.20* | |
*Assumed to be US$4.20 for the twelve months after the statement of financial position date and US$3.71 thereafter.
The higher the Ethanol price, TRS and sugarcane yield, the higher the fair value. The higher the cost inputs (cane transport, fertilising, irrigation, operational costs, harvesting and haul-out) the lower the fair value.
The higher the Ethanol price, TRS and sugarcane yield, the higher the fair value. The higher the cost inputs (cane transport, fertilising, irrigation, operational costs, harvesting and haul-out) the lower the fair value.
TRS and sugar cane yield are influenced by such items as weather conditions, including rainfall rate and temperature, both of which may vary. As part of the valuation of biological assets in the current year, it was identified that a decrease in Ethanol prices and TRS, and an increase in cane transport costs contributed to the decrease in fair value of biological assets at 31 December 2013.
Sensitivity to changes in assumptions
The valuation model used by the Group is highly sensitive to changes in the following inputs to the sugar cane imputed market price: Ethanol price and TRS. These inputs are not significantly interrelated, either with each other or with the other significant unobservable inputs.
Sensitivities for a 5% decrease and a 5% increase in each of these inputs are set out in the table below:
| |||||
Input | 5% decrease in input amount | 5% increase in input amount | |||
US$000s | US$000s | ||||
Ethanol price | |||||
Fair value | - | 8,179 | |||
Increase/(decrease) in expense | 3,685 | (4,314) | |||
Percentage of total recoverable sugars (TRS) | |||||
Fair value | - | 7,686 | |||
Increase/(decrease) in expense | 3,685 | (3,821) | |||
9. COMMITMENTS AND CONTINGENCIES
(a) Income tax
The tax authorities are legally entitled to review and, if necessary, adjust the income tax calculated by Peruvian subsidiaries of the Group during the four years subsequent to the year of the related tax return filing. The income tax and value-added tax returns of the following years are pending review by the tax authorities:
Entity | Open years |
Maple Production del Perú S.R.L. | 2009 - 2013 |
Maple Gas Corporation del Perú S.R.L. | 2009 - 2013 |
Acer Comercial S.R.L. | 2009 - 2013 |
Maple Etanol S.R.L. | 2009 - 2013 |
Maple Biocombustibles S.R.L. | 2010 - 2013 |
Due to various possible interpretations of current legislation, it is not possible to determine whether or not future reviews will result in tax liabilities for the Group. In the event that additional taxes payable, interest, and surcharges result from tax authority reviews, they will be charged to expense in the period assessed and paid. However, other than as discussed below, in management's opinion, any additional tax assessment would not be significant to the consolidated financial statements as at 31 December 2013.
The Company has identified income tax contingencies related to certain group companies which it estimates amount to US$2,284,000. The Company has determined that it is more likely than not that its positions in these cases would be sustained upon examination.
The 2001 income tax return of Maple Gas was reviewed by the Tax Administration, and on 9 December 2003, Maple Gas received assessments related to a supposed omission of an income tax payment of US$2,223,000, including interest as at 27 November 2003. On 7 January 2004, Maple Gas filed a tax claim against those assessments to the Tax Administration. On 8 September 2009, the Company filed a tax claim against the assessments with the Tax Court, The Tax court heard the matter on 29 August 2013 and the judgement is pending. The assessment including interest and penalties as at 31 December 2013 amounts to US$14,428,000. Arising on the acquisition of Maple BVI, the Group recognised an amount of US$809,000 in connection with the fair value of this contingency.
(b) Ethanol Project
On 5 January 2007, the Group signed a contract with the Peruvian government to acquire untilled lands for the cultivation of sugar cane and to develop an industrial project for producing automotive ethanol. The Group acquired 10,676 hectares of land for a total amount of US$641,000 and made the following commitments:
· To pay in favour of the Piura region, for a 20-year period, an annual donation of US$500,000. The initial payment was made at the end of the first year of commercial production which was April 2013; and
· To grant security in favour of the Peruvian state in the amount of US$500,000 to guarantee compliance for the annual donation mentioned above.
The Group entered into an investment agreement with the Government of Peru thereby allowing early recovery of a substantial portion of the value-added taxes incurred in connection with the project costs for the Ethanol Project. As part of this agreement, the Group committed to invest, within approximately 45 months from October 2008, a minimum of US$162.4 million for, among other things, the development of the main water delivery system, sugar cane plantation, and facilities related to the processing of the harvested sugar cane. As of 31 December 2013, all of the investment required pursuant to this investment agreement has been made.
Owing to the long term nature of the ethanol production facilities, no decommissioning provision has been recognised nor are any of the ethanol producing facilities subject to any legal or constructive decommissioning obligations.
(c) Environmental matters
The Group is subject to the Code for the Environment and Natural Resources. Such code requires companies to prepare an Environmental Impact Assessment ("EIA") approved by a competent authority. In connection with such Code and its rulings, the Group filed the corresponding EIAs for Blocks 31-B and 31-D, which were duly approved in 1996 and 2003, respectively. In April 2008, the Group received approval of the EIA for Block 31-E. In the same month, the Group received approval of the EIA for the Ethanol Project from the Peruvian Government.
In addition, according to the relevant license contracts and to the refinery and sales plant lease contract mentioned below, the Group is not responsible for environmental damages caused before the beginning of its operations. As at 31 December 2013 and 31 December 2012, management believes that the Group is in compliance with the current environmental regulations, and therefore no provisions are required with respect to environmental matters.
Operating lease of refinery and sales plant and administrative facilities
The Group entered into an operating lease agreement for the refinery and sales plant in Pucallpa and the associated buildings and equipment. The primary term of the agreement between Petróleos del Perú S.A. ("Petroperu") and Maple for the lease of the Pucallpa Refinery and Sales Plant ended on 28 March 2014.
On 28 March 2014, the Group signed a new lease contract with Petroperu for the Pucallpa refinery and other related assets. The new lease contract is for a term of 10 years with the possibility of negotiating an extension upon agreement of the parties. As part of the lease obligations Maple will install additional tanks to meet increasing market needs and other works to update existing facilities (Note 9 (h)).
In addition, the Group has operating leases for its administrative facilities in Lima and in Northern Peru; these leases expire in various periods during 2014 and 2016.
The minimum future lease payments are as follows:
2013 | 2012 | ||||||
Minimum future lease payments payable within: | Office lease | Refinery and sales plant | Total | Office Lease | Refinery and sales plant | Total |
|
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| |
| |||||||
One year | 511 | 1,046 | 1,557 | 454 | 584 | 1,038 |
|
Two to five years | 23 | 4,800 | 4,823 | 455 | 146 | 601 |
|
More than five years | - | 6,300 | 6,300 | - | - | - |
|
________ | ________ | ______ | ______ | ______ | ________ |
| |
________ |
| ||||||
Total | 534 | 12,146 | 12,680 | 909 | 730 | 1,639 |
|
======== | ======== | ======== | ===== | ======== | ======= |
| |
(e) Decommissioning of oil production facilities
At the end of the term of the licence contracts, the Group is required to deliver to the Peruvian State, without any cost and charge, and in good condition less normal wear and tear, all the wells, camps, pipelines, constructions, and other facilities located in the area of the licence contracts. Accordingly, no obligation exists for the decommissioning of production facilities at the end of the licence period, except for the plugging of wells which Maple has drilled during its operational period with no reserves at that date.
(f) Legal claims
Provider Dispute
A dispute with a third party provider for the Ethanol Project who initiated international arbitration proceedings in 2012 was settled in February 2014. Refer to Note 10.
Labor Lawsuit
On 1 April 2011, the Company was officially notified of a lawsuit filed by the former Chief Financial Officer claiming the payment of labour related benefits. The Company intends to defend these claims as appropriate. The information normally required under IAS 37 Provisions: Contingent liabilities and contingent assets has not been disclosed as, in the opinion of the Company, disclosure of some or all of the information would be seriously prejudicial to the position of the Company in this dispute.
(f) Legal claims
Other contingencies
The Group is involved in other claims of a diverse nature. Management believes that any possible loss which may result from these claims will not have a materially adverse effect on the Group's financial position or reported results.
(g) Ethanol Segment
The amount approved by the Directors in respect of 2014 capital expenditures for the ethanol segment is approximately US$1,521,000 (2013: US$6,523,000). In addition, the board have approved an estimated US$31,781,000 of capital expenditure for the Phase 2 expansion project, subject to obtaining suitable additional funding. The Company expects to incur capital expenditures, approved in 2013, related to the trash separator amounting to US$1,259,000 in 2014.
(h) Exploration, Production and Marketing Segment
The amount approved by the Directors in respect of 2014 capital expenditures for the exploration, production and marketing segment is approximately US$4.3 million (2013: US$1.8 million). Under the new refinery lease agreement, the company has to invest an estimated US$2,100,000 for additional capital expenditures, not previously approved by the Directors', over five years.
10. SUBSEQUENT EVENTS
Settlement with Third Party Provider
In 2012, one of the Company's third party providers ("the Provider") for the Ethanol Project initiated international arbitration proceedings in an ongoing dispute with the Company. On 25 February 2014, the Company reached a settlement with the Provider in this dispute whereby the Company agreed to pay US$3,400,000 and accrued interest by instalments from 2014 through 2016. The Company had accrued this amount in its consolidated financial statements at 31 December 2012 and 2013.
Renegotiation of Preferred Shares
On 18 March 2014, the Company announced that it is seeking to enter into discussions with ACC to renegotiate the conditions of the Preference Shares.
Director´s resignation
On 26 March 2014 Mr. Alberto Camet resigned from his position as non - executive director and Audit Committee chairman of the Company's Board of Directors.
Mr. Camet was appointed as non-executive director following the completion of the private placement of securities of The Maple Companies, Limited to ACC as announced on 2 August 2010 and was re-elected as non-executive director at the Annual General Meeting held on 28 June 2012.
Refinery lease and license renewal
On 28 March 2014, a new lease contract with Petroperu for the Pucallpa refinery and other related assets was signed. The new term is 10 years with the possibility of negotiating an extension upon agreement of the parties. As part of the lease obligations Maple will install additional tanks to meet increasing market needs and other works to update existing facilities (Note 9 (h)).
A Supreme Decree has been issued on 30 March 2014, formalising the extension of the license contracts for Blocks 31B and 31D with Perupetro for 10 years more in response to the justified extension request submitted by Maple last year in accordance with the license contract.
Short term investment and initiation of strategic investment process
The Group is currently in the process of seeking a strategic equity investment. In April 2014, the Company successfully negotiated a US$15 million short term loan to improve the working capital position of the ethanol business with some of its current Senior Lenders. In addition, due to the lower than expected performance of the Company's ethanol business and current adverse ethanol pricing conditions, the Company has also been evaluating a number of potential opportunities to raise new equity finance in order to secure the longer term future of the ethanol business. See Going Concern section (Note 3) for more information.
11. STATUTORY ACCOUNTS
The financial information presented in this report of preliminary results does not represent full statutory accounts but is derived from those accounts. Statutory accounts for the year ended 31 December 2013 prepared in accordance with IFRS as adopted by the European Union will be delivered to the Registrar of Companies following the Company's annual general meeting. The auditors have reported on those accounts. Their report was unqualified but did draw attention to going concern issues by way of an emphasis of matter. Statutory accounts for 2012 have been delivered to the Registrar of Companies. The auditors reported on those accounts. Their report was unqualified. A copy of the full report will be found on the Company website at www.maple-energy.com.
12. BOARD APPROVAL
The Board of Directors approved and authorised for issue the consolidated financial statements in respect of the year ended 31 December 2013 on 29 April 2014.
Related Shares:
MPLE.L