30th Apr 2012 16:29
For Immediate Release | 30 April 2012 |
MAPLE ENERGY PLC
("MAPLE" OR THE "COMPANY")
Preliminary results
for the twelve months ended 31 December 2011
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 2011. Highlights are set forth below:
Key Financial Highlights for the twelve months ended 31 December 2011
·; Revenues increased to US$87.0 million in 2011 compared with US$71.2 million in 2010 primarily due to increases in international hydrocarbon prices
·; Gross profit for 2011 was US$28.6 million compared with US$21.1 million in 2010
·; Adjusted EBITDA (defined below) for 2011 was US$16.7 million compared to US$11.8 million in 2010
·; Depreciation and amortisation expense was US$4.8 million in 2011 compared with US$6.9 million in 2010
·; Net profit after taxes was US$12.7 million in 2011 (US$0.081 per share) compared to US$0.2 million in 2010 (US$0.001 per share)
Other Financial Highlights for the twelve months ended 31 December 2011
·; Made additional investment in the Ethanol Project during 2011 totalling US$84 million
·; The second, third, and fourth disbursements under the senior secured debt financing for the Ethanol Project (the "Ethanol Project Debt Financing") of US$40 million, US$25 million, and US$11.5 million occurred in January, July, and October 2011, respectively
·; Maple entered into a US$6.0 million, three-year credit facility with Banco Internacional del Peru (" Interbank") in July 2011 and drew down the full available amount to fully repay the outstanding indebtedness of an existing medium-term facility with Banco de Credito del Peru
·; Renewed in July 2011 a stand-by letter of credit from Interbank in the amount of US$12.5 million to guarantee the funding of any future cost over-runs or other necessary expenditures for the Ethanol Project in excess of budgeted amounts
·; In October 2011, Maple executed lease financing agreements with Leasing Peru S.A. in the amount of US$3.5 million and Banco Financiero in the amount of US$4.0 million
Ethanol Project Highlights (Maple Etanol S.R.L. and Maple Biocombustibles S.R.L.)
·; The 36-kilometer, 60-kilovolt transmission line to interconnect with the national power grid was completed and placed into service during May 2011
·; 6,006 hectares were planted in the plantation by the end of 2011, and over 6,500 hectares have been planted to date
·; As of the fourth quarter of 2011, the Macacara and El Arenal pump stations were both completed and in operation extracting water from the Chira River for delivery through a pipeline and canal system to the 660,000 cubic metre Macacara Reservoir and the 110,000 cubic metre El Arenal Reservoir
·; As of the fourth quarter of 2011, the approximate 43-kilometre water pipeline system that forms part of the main water delivery system was completed and in service
·; The drip irrigation systems for the Ethanol Project were installed in approximately 7,129 hectares of the plantation, including the systems for the seed cane farm, as of year-end
·; The Company commenced harvesting and processing its sugar cane at the end of March 2012
·; Early in April 2012, Maple confirmed the substantial completion of the Ethanol Plant except for certain works primarily related to the commissioning of the 37-megawatt power plant, which is substantially completed and expected to be fully commissioned and placed into operation during the middle of 2012
·; A substantial portion of the ethanol storage, loading, and shipping facility, including the storage facility which is now available for use, is completed, and the entire facility is expected to be placed into operation in the second quarter of 2012
·; Total Ethanol Project costs are currently estimated in the range of US$275 million to US$280 million, including interest paid during construction, a debt service reserve account, and certain value-added taxes, and excluding assets acquired under finance leases
·; In April 2012, Maple commenced the production of ethanol
Hydrocarbon Production, Refining, and Marketing Highlights (Maple Gas Corporation del Peru S.R.L.)
·; Refinery feedstock averaged approximately 1,935 barrels per day ("bpd") in 2011 compared to 2,073 bpd in 2010, 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 1,868 bpd in 2011 compared to 2,004 bpd in 2010
·; Average daily crude oil production in December 2011 was approximately 485 bpd compared with approximately 505 bpd in December 2010
·; Performed six fracture stimulation works on existing wells in the Agua Caliente oilfield and two such works in the Maquia oilfield. As a result of these works, Agua Caliente and Maquia production increased with additional production of approximately 72 bpd and 23 bpd on average, respectively, during the last six months of 2011
Board Changes
·; On 11 January 2012, Mr. Francisco Mesquita Neto was appointed as an independent, non-executive director on the Company´s Board of Directors
Nigel Christie, Chairman of Maple, commented today: "We are delighted to be producing ethanol, and enormous credit should go to management and employees who have worked tirelessly to complete the largest ethanol project in Peru. It is however only the beginning, and this year will be very important to Maple as we strive to become one of the lowest-cost producers of fuel-grade ethanol globally.
We are also very pleased with the results of our hydrocarbon business where we achieved a substantial increase in profitability in 2011 as compared to 2010."
For further information, please contact
Maple Energy plc (+ 51 1 611 4000)
Nigel Christie, Chairman of the Board and Independent Non-Executive Director
Rex W. Canon, Chief Executive Officer, President, and Executive Director
Cenkos Securities plc
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 131 220 6939
Mirabaud Securities Ltd (+44 20 7321 2508)
Peter Krens
Rory Scott
Buchanan (+44 20 7466 5000)
Mark Edwards
Ben Romney
Earnings Call
Rex W. Canon, Chief Executive Officer, and James L. Pontiff, Chief Financial Officer, will host a conference call to present and discuss the Company's results for the year ended 31 December 2011 on Thursday, 3 May 2012 at 3:00 pm BST (9:00 a.m. Peruvian time). The call can be accessed by dialling: 020 3140 0693 (within the UK), 1 631 510 7490 (within the US) or +442031400693(International including Peru). Call participants will be asked for their full name, company details, and pass code. The pass code for this call is: 605262#. A recording of the conference call will be available shortly thereafter on Maple's website at www.maple-energy.com.
2011 Operating Results
For the year ended 31 December 2011, revenues increased to US$87.0 million compared with US$71.2 million in 2010. The Company's gross profit for the year ended 31 December 2011 was US$28.6 million compared with US$21.1 million for the year ended 31 December 2010.
Maple realised a net profit after taxes of US$12.7 million in 2011 (US$0.081 per share) compared to US$0.2 million in 2010 (US$0.001 per share). Adjusted EBITDA (as defined below), a key performance indicator for measuring Maple's underlying financial operating performance, was US$16.7 million in 2011 compared to US$11.8 million in 2010. The following items, after excluding depreciation and amortisation, contributed to a higher Adjusted EBITDA in 2011 compared to Adjusted EBITDA in 2010: higher gross profit by US$6.3 million offset by a gain on sale of drilling rig recognised in 2010 by US$1.8 million.
The table below shows Maple's (i) historical consolidated financial data for the year ended 31 December 2011; (ii) historical consolidated financial data for the year ended 31 December 2010, and (iii) other financial and operating data.
Key Performance Indicators | ||
2011 | 2010 | |
Refinery sales volume, barrels | 681,894 | 731,460 |
Gross profit per barrel sold | US$41.90 | US$28.82 |
US$'000 | US$'000 | |
Consolidated | Consolidated | |
Revenue from operations | 86,979 | 71,153 |
Gross profit | 28,570 | 21,079 |
Operating income | 9,978 | 3,665 |
Profit for the year | 12,710 | 236 |
Adjusted EBITDA (1) | 16,710 | 11,843 |
(1) Adjusted earnings before interest, taxation, depreciation, and amortisation ("Adjusted EBITDA") is calculated as operating income plus depreciation, amortisation, Base Logistica Ucayali ("BLU Camp") impairment, and employee termination cost.
Shown below is a reconciliation of operating income to Adjusted EBITDA:
2011 | 2010 | |||
US$'000 | US$'000 | |||
Consolidated | Consolidated | |||
Operating income | 9,978 | 3,665 | ||
Depreciation and Amortisation | 4,848 | 6,875 | ||
BLU Camp impairment | 1,314 | - | ||
Employee termination costs | 570 | 1,303 | ||
Adjusted EBITDA (1) | 16,710 | 11,843 | ||
(1) Unaudited.
Outlook for 2012
Maple expects 2012 to be one of the most important years in its history with the commencement of the harvesting of sugar cane from Maple's plantation and the start-up of the Ethanol Plant in March 2012. These events as well as the commencement of the production of ethanol in April 2012 marked key milestones for the Company in its initiative to develop the largest ethanol project in Peru with the goal of being a low-cost, globally competitive ethanol producer. These milestones are an important part of the Company's strategy of building a leading integrated energy company in Peru.
The timing and completion of the Company's 2012 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 priortise certain projects over others during 2012. The Company's capital programme for 2012, which includes the execution of the key initiatives outlined below, is currently expected to be primarily funded through the Company's available cash from operations, the remaining disbursements under the Ethanol Project Debt Financing, and additional working capital facilities to support the operations of the Company.
Ethanol Business
Agricultural Development and Operations
As of today, Maple has installed drip irrigation tape in approximately 7,280 hectares, including the seed cane farm, and planted over 6,500 hectares of the main estate. The Company currently expects to achieve a plantation size of over 7,000 hectares this year. During 2012, which will include a "ramp up" period during the initial phase of operations, Maple currently expects to harvest and process approximately 900,000 tonnes of sugar cane from its plantation with an expected average yield of approximately 150 tonnes of sugar cane per hectare on an annual basis.
The Company plans to begin the development of the second phase of the plantation later this year with a goal of further expanding the plantation. The second phase of the 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 will continue evaluating new and promising sugar cane varieties suitable for ethanol production, mechanized harvesting, and the specific climate of the area near the Ethanol Project 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 2012 and 2013 is to secure additional sugar cane in order to maximise the utilisation of the installed processing capacity of the Ethanol Plant. In addition, Maple will continue evaluating other opportunities for ethanol projects in Peru in order to expand its ethanol business unit.
Industrial Development and Operations
The Company has achieved the substantial completion of the Ethanol Plant except for certain works primarily related to the commissioning of the electric power generation facilities. The cane reception and preparation equipment, the cane and juice extraction equipment, the bagasse conveyors, and the juice treatment equipment supplied by Uni-systems, Inc. ("Uni-systems") have been commissioned and placed into service. The steam generation facilities supplied by Uni-sytems and Allsoft Engenharia e Informatica Industrial Limitada (also known as "Mitre") as well as the fermentation, distillation, and dehydration equipment supplied by Praj Industries Limited have also been commissioned and placed into service. The amounts of sugar cane harvested and processed as well as ethanol produced are expected to gradually increase during the second quarter of 2012 during the initial phase of operations. It is expected that on average more than 20 gallons of ethanol will be recovered from each tonne of sugar cane delivered to and processed at the Ethanol Plant.
The power generation facilities supplied by Siemens, which are not necessary to produce ethanol, are expected to be fully commissioned and placed into operation during the middle of 2012. Until the power generation facility is started up and begins producing sufficient electricity for the Ethanol Project, Maple will purchase electrical energy required for its agricultural and industrial operations from third party suppliers. The Company plans to install separation equipment at the Ethanol Plant to extract sugar cane leaves for use as fuel for the steam generation facilities in addition to bagasse, resulting in additional steam available for power generation. Maple expects to complete the installation and commissioning of the separation equipment in second half of 2012.
Sales and Marketing
The initial production of ethanol is expected to be sold into the local market and/or stored for later sale into the export market. Ethanol for the export market will be stored at the ethanol storage, loading, and shipping facility, which is being developed by Penta Tanks Terminals S.A. ("Penta"). A substantial portion of the facility, including the storage facility which is now available for use, is completed, and the entire facility is expected to be placed into operation in the second quarter of 2012. Exports of ethanol pursuant to the Sales Agreement with Mitsui are planned to begin during the middle of this year, and the Company currently expects that such export sales in 2012 will be destined primarily to the market in the European Union.
Hydrocarbon Production, Refining, and Marketing Business
The Company expects to maintain its cash flow from hydrocarbon operations through the continued optimisation of its hydrocarbon production, refining, and marketing activities and the continued savings generated by the cost reduction programmes implemented in 2009 and 2010. Based on the success of the fracture stimulation works performed on six oil wells in Agua Caliente and two oil wells in Maquia in 2011, the Company currently plans to perform an additional 12 well fracture stimulations in the Agua Caliente and Maquia oilfields during 2012 with the aim of increasing oil production for delivery to the Pucallpa refinery. Maple does not plan to drill any additional wells in its oilfields during 2012.
In order to advance its shale gas opportunity in Block 31-E, Maple is seeking to identify a potential joint venture partner with relevant industry experience in the development of unconventional hydrocarbon resources such as shale gas. By joint venturing with an industry partner, the Company plans to utilise such partner's expertise in further evaluating and pursuing the opportunity while also substantially reducing the Company's capital requirements by having the joint venture partner fund a substantial portion of the costs.
The execution of the 2012 operating plan by Maple's dedicated team of employees is expected to add significant value to the Company. By commencing commercial operations of the Ethanol Project and optimising the hydrocarbon production and refining activities, Maple will further its mission of being a leading integrated energy company in Peru. Maple appreciates the support of its shareholders and other stakeholders and looks forward to a successful 2012.
Material Factors Affecting Operating Results
Maple's 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 and Aguaytia Energy and delivered as feedstock to the Pucallpa refinery, and (iii) the level of the Company's total operating and administrative costs. These factors are operational or financial in nature, and certain of these factors are beyond the Company's ability to control them. Set forth below is a brief description of each of these factors and its impact on Maple's results of operations in 2011.
Commodity Prices
The international price of crude oil impacts the market prices in Peru and therefore the price for which Maple sells its refined 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$79 per barrel during 2010 to US$95 per barrel during 2011 based on the average of spot prices for West Texas Intermediate crude oil. As a result of these higher crude oil prices, Maple was able to realise higher sales prices and gross profit from the sale of its refined products in 2011 as compared to 2010. Specifically, Maple generated an average of US$41.90 of gross profit per barrel of refined product sold in 2011 compared with an average of US$28.82 in 2010. This increase in gross profit per barrel of refined product sold materially and positively impacted Maple's 2011 financial results.
Refinery Feedstock
Maple's primary source of revenues during 2011 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 2,073 bpd in 2010 to an average of 1,935 bpd in 2011. The reduction in feedstock was largely a result of production declines in the volumes of natural gasolines produced by Aguaytia Energy and lower production levels from the Maquia and Pacaya oilfields offset by increased production from the Agua Caliente oilfield. The most significant reduction in feedstock volumes relates to natural gasolines produced by Aguaytia Energy which were affected by normal production decline as well as lower consumption of residual gas in the power plant. Additional volumes of hydrocarbons may be produced to offset normal production declines or increase the total feedstock delivered to the Pucallpa refinery with continued successful fracture stimulations in the producing oil fields. 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 continue to decline, which could materially impact future results of operations of its hydrocarbon production, refining, and marketing business.
Cost of Sales
Cost of sales for the year ended 31 December 2011 was US$58.4 million compared to US$50.1 million in 2010. Cost of sales was higher in 2011 primarily due to increases in the cost of natural gasolines purchased from Aguaytia Energy and royalty payments paid to the Peruvian government. The most significant factor increasing Maple's cost of sales was the cost of the natural gasoline purchased from Aguaytia Energy, which increased due to higher commodity prices during 2011 in comparison with the previous year. During 2011, the average cost per barrel of natural gasolines purchased was US$70.66 compared to an average cost per barrel of US$52.09 during 2010. Another significant factor affecting cost of sales was the royalty paid by Maple to the Peruvian government for its production from its producing fields. During 2011, Maple's total royalty payments increased to US$6.4 million compared to US$4.9 million in 2010 as a result of higher commodity prices.
Administrative Expenses
Administrative expenses decreased to US$12.8 million in 2011 compared to US$14.8 million in 2010. The decrease in administrative expenses can primarily be attributed to: a) lower amortisation due to higher proved producing reserves by US$0.8 million, b) an exchange rate gain of US$0.6 million, and c) the cost reduction programme implemented in 2010.
The Company's subsidiaries had 460 employees as of 31 December 2011 compared to 343 on 31 December 2010. Maple Gas del Peru S.R.L. ("Maple Gas") reduced its employee headcount from 250 as of 31 December 2010 to 249 as of 31 December 2011, whereas Maple Etanol S.R.L. ("Maple Etanol") increased its employee headcount from 93 as of 31 December 2010 to 211 as of 31 December 2011.
Non-Operating Results
Finance costs decreased from US$4.1 million in 2010 to US$1.7 million for 2011. This decrease was primarily a result of the change in the fair value of the preferred shares derivative of US$1.8 million due to the change in valuation of Maple Energy plc shares and lower finance charges under finance leases by US$0.6 million.
Forward-Looking Statements
Except for the historical information contained in this announcement, statements contained in this document, particularly those regarding possible, projected, or assumed future performance and results, including growth outlook, forecasted economics, operations, production, contracting, costs, prices, earnings, returns and potential growth, are or may include forward-looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, the price of hydrocarbons and ethanol, weather risks, economic and political risks, and other factors discussed in Maple Energy plc's Admission Document available on the Company's website (www.maple-energy.com). Forward-looking statements are not guarantees of future performance or an assurance that Maple's current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors. Furthermore, any forward-looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this announcement for the year ended 31 December 2011. These forward-looking statements speak only as at the date of this announcement, and Maple Energy plc does not assume any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events, or otherwise.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2011
2011 US$'000 | 2010 US$´000 | ||||||
Continuing operations | |||||||
Revenue | 86,979 | 71,153 | |||||
Cost of sales | (58,409) | (50,074) | |||||
___________ | ___________ | ||||||
Gross profit | 28,570 | 21,079 | |||||
___________ | ___________ | ||||||
Administrative expenses | (12,840) | (14,780) | |||||
Selling and distribution costs | (3,868) | (3,138) | |||||
Employee termination costs | (570) | (1,303) | |||||
Impairment of property, plant and equipment | (1,314) | - | |||||
Other operating income | - | 1,807 | |||||
___________ | ___________ | ||||||
Total operating expenses | (18,592) | (17,414) | |||||
___________ | ___________ | ||||||
Operating income | 9,978 | 3,665 | |||||
Finance revenue | 2,186 | 30 | |||||
Finance costs | (1,732) | (4,147) | |||||
___________ | ___________ | ||||||
Profit/(loss) before tax from continuing operations | 10,432 | (452) | |||||
Income tax credit | 2,278 | 2,710 | |||||
___________ | ___________ | ||||||
Profit for the year from continuing operations | 12,710 | 2,258 | |||||
========== | ========== | ||||||
Discontinued operations | |||||||
Loss on sale of investment in an associate | - | (2,022) | |||||
___________ | ___________ | ||||||
Loss for the year from discontinued operations | - | (2,022) | |||||
========== | ========== | ||||||
Profit for the year | 12,710 | 236 | |||||
========== | ========== | ||||||
Profit attributable to: | |||||||
Equity holders of the parent | 12,014 | 143 | |||||
Non-controlling interests | 696 | 93 | |||||
____________ | ____________ | ||||||
12,710 | 236 | ||||||
========== | ========== | ||||||
Earnings per share |
US$ (cent) |
US$ (cent) | |||||
Basic earnings per share attributable to ordinary equity holders of the parent |
8.05 |
0.11 | |||||
======= | ======= | ||||||
Basic earnings per share from continuing operations attributable to ordinary equity holders of the parent |
8.05 |
1.59 | |||||
======= | ======= | ||||||
Diluted earnings per share attributable to ordinary equity holders of the parent |
7.65 |
0.10 | |||||
======= | ======= | ||||||
Diluted earnings per share from continuing operations attributable to ordinary equity holders of the parent |
7.65 |
1.50 | |||||
======= | ======= | ||||||
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2011
2011 US$'000 | 2010 US$'000 | ||
Profit for the year | 12,710 | 236 | |
___________ | ___________ | ||
Cash flow hedges: Gains/(losses) arising during the year Cross-currency swap Amounts recycled to the consolidated income statement to off set foreign exchange on hedged loan Reclassified after discontinuation of cash flow hedge
Net loss on cash flow hedge |
(101)
49 (206) ________
(258) |
(52)
(21) - ________
(73) | |
Income tax effect | 79 | 22 | |
____________ | ____________ | ||
(179) ________ | (51) ________ | ||
Other comprehensive expense for the year, net of tax | (179) ________ | (51) ________ | |
Total comprehensive income for the year, net of tax | 12,531 | 185 | |
========== | ========== | ||
Attributable to: | |||
Equity holders of the parent | 11,847 | 94 | |
Non-controlling interests | 684 | 91 | |
____________ | _________ | ||
12,531 | 185 | ||
========== | ========== |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2011
ASSETS | 2011 US$’000 | 2010 US$’000 | |
Non-current assets | |||
Property, plant and equipment | 201,302 | 134,224 | |
Other intangible assets | 65,071 | 57,608 | |
Exploration and evaluation assets | 30,957 | 30,454 | |
Biological asset | 15,712 | - | |
Other non-current financial assets | - | 586 | |
_________________ | _________________ | ||
313,042 | 222,872 | ||
_________________ | _________________ | ||
Current assets | |||
Biological asset | - | 525 | |
Other current financial assets | - | 474 | |
Income tax recoverable | 3,224 | 3,140 | |
Prepayments and other assets | 15,515 | 14,387 | |
Inventories | 11,157 | 9,156 | |
Trade and other receivables | 5,472 | 6,523 | |
Cash and cash equivalents | 8,408 | 16,281 | |
Restricted cash | 7,133 | 4,200 | |
_________________ | _________________ | ||
50,909 | 54,686 | ||
_________________ | _________________ | ||
TOTAL ASSETS | 363,951 | 277,558 | |
========= | ========= | ||
EQUITY AND LIABILITIES | |||
Equity attributable to equity holders of the parent | |||
Issued capital | 1,492 | 1,492 | |
Share premium | 128,784 | 128,784 | |
Other reserves | 3,914 | 4,013 | |
Merger reserve | 42,647 | 42,647 | |
Retained loss | (24,435) | (36,449) | |
_________________ | _________________ | ||
152,402 | 140,487 | ||
Non-controlling interests | 10,001 | 9,317 | |
_________________ | _________________ | ||
Total equity | 162,403 | 149,804 | |
_________________ | _ ________________ | ||
Non-current liabilities | |||
Preferred Shares | 14,849 | 12,862 | |
Long-term debt | 135,684 | 63,095 | |
Other non-current liabilities | 89 | 1,883 | |
Provisions | 1,271 | 1,270 | |
Deferred income tax liability | 12,182 | 14,653 | |
_________________ | _________________ | ||
164,075 | 93,763 | ||
_________________ | _________________ | ||
Current liabilities | |||
Current portion of long-term debt | 5,012 | 2,383 | |
Trade and other payables | 9,730 | 7,635 | |
Bank loans | 3,000 | 6,934 | |
Other current liabilities | 19,731 | 17,039 | |
_________________ | _________________ | ||
37,473 | 33,991 | ||
_________________ | _________________ | ||
TOTAL LIABILITIES | 201,548 | 127,754 | |
_________________ | _________________ | ||
TOTAL EQUITY AND LIABILITIES | 363,951 | 277,558 | |
========= | ========= |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2011
Attributable to equity holders of the parent |
| ||||||||
|
| ||||||||
Number of Ordinary Shares
| Issued capital US$'000 | Share premium US$'000 | Other reserves US$'000 | Merger reserve US$'000 | Retained loss US$'000 | Total US$'000 | Non-controlling interests US$'000 | Total equity US$'000 | |
At 1 January 2010 | 89,494,987 | 895 | 91,377 | 3,941 | 42,647 | (36,592) | 102,268 | 8,329 | 110,597 |
Profit for the year | - | - | - | - | - | 143 | 143 | 93 | 236 |
Other comprehensive expense | - | - | - | (49) | - | - | (49) | (2) | (51) |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
Total comprehensive income | - | - | - | (49) | - | 143 | 94 | 91 | 185 |
Issue of share capital | 59,720,969 | 597 | 39,794 | - | - | - | 40,391 | - | 40,391 |
Transaction costs on issue of share capital | - | - | (2,387) | - | - | - | (2,387) | - | (2,387) |
Issue of share capital to non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
897 |
897 |
Share-based payment | - | - | - | 121 | - | - | 121 | - | 121 |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
At 31 December 2010 | 149,215,956 | 1,492 | 128,784 | 4,013 | 42,647 | (36,449) | 140,487 | 9,317 | 149,804 |
Profit for the year | - | - | - | - | - | 12,014 | 12,014 | 696 | 12,710 |
Other comprehensive expense | - | - | - | (167) | - | - | (167) | (12) | (179) |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
Total comprehensive income | - | - | - | (167) | - | 12,014 | 11,847 | 684 | 12,531 |
Share-based payment | - | - | - | 68 | - | - | 68 | - | 68 |
_____________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | ___________ | |
At 31 December 2011 | 149,215,956 | 1,492 | 128,784 | 3,914 | 42,647 | (24,435) | 152,402 | 10,001 | 162,403 |
============ | ========== | ========== | ========== | ========== | ========== | ========== | ========== | ========== |
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2011
| 2011 US$'000 | 2010 US$'000 | |
Operating activities | |||
Collection from customers | 85,086 | 67,534 | |
Payments to suppliers and third parties | (72,066) | (74,764) | |
Payments to employees | (10,625) | (12,718) | |
Interest paid | (1,808) | (2,186) | |
Income tax paid | (198) | (1,008) | |
_______ | _______ | ||
Net cash used by operating activities | 389 | (23,142) | |
_______ | _______ | ||
Investing activities | |||
Purchase of property, plant and equipment | (62,402) | (71,945) | |
Additions of exploration and other intangibles assets | (4,088) | (7,032) | |
Additions of biological assets | (15,187) | - | |
Increase in restricted cash | (2,933) | (4,000) | |
Decrease in restricted cash | - | 1,590 | |
Interest received | 186 | 31 | |
Proceeds from sale of drilling rig | - | 20,320 | |
Proceeds from sale of investment in an associate | - | 731 | |
_______ | _______ | ||
Net cash used in investing activities | (84,424) | (60,305) | |
_______ | _______ | ||
Financing activities | |||
Proceeds from long-term debt | 86,544 | 61,000 | |
Payments of long-term debt | (6,889) | (12,503) | |
Proceeds from bank loans | 33,700 | 29,615 | |
Payments of bank loans | (37,634) | (34,984) | |
Proceeds from issue of share capital | - | 41,288 | |
Proceeds from preferred shares | - | 12,500 | |
Transaction costs - equity | - | (2,387) | |
Transaction costs - preferred shares | - | (386) | |
_______ | _______ | ||
Net cash provided by financing activities | 75,721 | 94,143 | |
_______ | _______ | ||
Net (decrease)/increase in cash and cash equivalents during the year | (8,314) | 10,696 | |
Net foreign exchange difference | 441 | 203 | |
Cash and cash equivalents at beginning of year | 16,281 | 5,382 | |
_______ | _______ | ||
Cash and cash equivalents at end of year | 8,408 | 16,281 | |
========= | ========= |
1. BASIS OF PREPARATION
The consolidated financial information presented in this preliminary report has been prepared in accordance with the Group's accounting policies under IFRS as adopted for use in the EU on a basis consistent with prior years (except as outlined in Note 4 below) and on an historical cost basis except for derivative financial instruments, available for sale financial assets and biological assets that have been measured at fair value. The consolidated financial information is 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.
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 advanced stages of executing the Ethanol Project.
The Group has prepared forecasts and cash flow projections which have been prepared in detail through to 30 September 2013 and support the conclusion of the Directors that the Group will be able to operate as a going concern within the level of its current resources and those anticipated in the future.
The cash flow projections are dependent on the Group substantially achieving its forecast EBITDA. These projections are dependent on the currently envisaged timing of first sale of ethanol, the future price of ethanol, sugar cane yields and other factors. On the Group's oil and gas activities, the assumptions are also dependent on the price of oil over the period of the projections in addition to the Group's continued management of costs.
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 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.
4. ACCOUNTING POLICIES
IFRS and IFRIC Interpretations adopted during the financial year
The Group has adopted the following new and amended IFRS and IFRIC interpretations in respect of the 2011 financial year-end:
Effective date | |
IAS 24 Related Party Disclosures (Amendment) | 1 January 2011 |
IAS 32 Financial Instruments - Presentation (Amendment) | 1 February 2010 |
IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment) | 1 January 2011 |
There were no significant changes necessary arising from the above amendments to the Company during the year.
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:
- Exploration, Production and Marketing
- Ethanol
- Other and Corporate
The Chief Operating Decision Maker (hereinafter "CODM") of Maple reviews the information of these segments on an individual basis. Ethanol mainly refers to Maple Etanol S.R.L. and Maple Biocombustibles S.R.L. which are separate entities that manage the Ethanol Project. 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 Company 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 Company 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 Company 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, property, plant & equipment, assets held for sale, 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 2011 | |||||
Revenue | |||||
Sales to external customers | 86,979 | - | - | - | 86,979 |
Inter-segment sales | 125 | - | - | (125) | - |
____________ | ____________ | ____________ | ____________ | ____________ | |
87,104 | - | - | (125) | 86,979 | |
Results | |||||
Operating income/(loss) | 11,396 | 26 | (1,444) | - | 9,978 |
Finance revenue | 266 | 100 | 1,820 | - | 2,186 |
Finance costs | (1,707) | (13) | (12) | - | (1,732) |
____________ | ____________ | ____________ | ____________ | ____________ | |
- | |||||
Profit before tax from continuing operations | 9,955 | 113 | 364 | - | 10,432 |
____________ | ____________ | ____________ | ____________ | ____________ | |
- | |||||
Income tax credit | 2,278 | - | - | - | 2,278 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Profit for the year from continuing operations |
12,233 |
113 |
364 |
- |
12,710 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Assets and liabilities | |||||
Segment assets | 97,233 | 260,958 | 51,218 | (55,415) | 353,994 |
Goodwill | 9,957 | - | - | - | 9,957 |
____________ | ____________ | ____________ | ____________ | ____________ | |
107,190 | 260,958 | 51,218 | (55,415) | 363,951 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Segment liabilities | 35,533 | 155,930 | 71,150 | (61,065) | 201,548 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other information | |||||
Capital expenditure | |||||
Intangible assets | 534 | 9,957 | - | - | 10,491 |
Property, plant and equipment | 1,493 | 72,502 | - | - | 73,995 |
____________ | ____________ | ____________ | ____________ | ____________ | |
2,027 | 82,459 | - | - | 84,486 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Depreciation | 2,323 | - | - | - | 2,323 |
Amortisation | 2,525 | - | - | - | 2,525 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other non-cash expenses | |||||
Share-based payments | 22 | 21 | 25 | - | 68 |
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 2010 | |||||
Revenue | |||||
Sales to external customers | 71,153 | - | - | - | 71,153 |
Inter-segment sales | 36 | - | - | (36) | - |
____________ | ____________ | ____________ | ____________ | ____________ | |
71,189 | - | - | (36) | 71,153 | |
Results | |||||
Operating income/(loss) | 4,329 | 1,286 | (1,950) | - | 3,665 |
Finance revenue | 28 | 2 | - | - | 30 |
Finance costs | (2,324) | (8) | (1,815) | - | (4,147) |
____________ | ____________ | ____________ | ____________ | ____________ | |
Profit/(loss) before tax from continuing operations |
2,033 |
1,280 |
(3,765) |
- |
(452) |
____________ | ____________ | ____________ | ____________ | ____________ | |
Income tax credit | 2,710 | - | - | - | 2,710 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Profit/(loss) for the year from continuing operations |
4,743 |
1,280 |
(3,765) |
- |
2,258 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Assets and liabilities | |||||
Segment assets | 89,578 | 179,909 | 48,374 | (50,260) | 267,601 |
Goodwill | 9,957 | - | - | - | 9,957 |
____________ | ____________ | ____________ | ____________ | ____________ | |
99,535 | 179,909 | 48,374 | (50,260) | 277,558 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Segment liabilities | 40,612 | 75,041 | 68,001 | (55,900) | 127,754 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other information | |||||
Capital expenditure | |||||
Intangible assets | 79 | 10,712 | - | - | 10,791 |
Property, plant and equipment |
1,176 |
61,555 |
- |
- |
62,731 |
____________ | ____________ | ____________ | ____________ | ____________ | |
1,255 | 72,267 | - | - | 73,522 | |
____________ | ____________ | ____________ | ____________ | ____________ | |
Depreciation | 3,536 | - | - | - | 3,536 |
Amortisation | 3,339 | - | - | - | 3,339 |
____________ | ____________ | ____________ | ____________ | ____________ | |
Other non-cash expenses | |||||
Share-based payments | 25 | 13 | 83 | - | 121 |
1. Inter-segment revenues are eliminated on consolidation.
2. Inter-segment loans are eliminated on consolidation.
Geographical information
Revenues from external customers
All external customers are located in Peru. Revenue from one customer amounted to US$15,604,000 (2010: US$11,965,000) arising from sales by the exploration, production and marketing segment.
Non-current assets
Non-current assets are allocated based on where the assets are located:
2011 | 2010 | |
US$'000 | US$'000 | |
Peru | 308,809 | 220,389 |
British Virgin Islands | 4,233 | 1,897 |
_________ | _________ | |
313,042 | 222,286 | |
_________ | _________ |
Non-current assets for this purpose consist of property, plant and equipment, other intangible assets, exploration and evaluation assets and biological asset.
6. INCOME TAX
(a) Income tax regulations
The Company is subject to Irish tax regulations. Subsidiaries incorporated in the British Virgin Islands are not subject to income tax. Peruvian subsidiaries of the Company are subject to the Peruvian Tax System.
Corporation tax in Ireland is 12.5% on trading activities and 25% on non-trading activities. Exploitation activities of hydrocarbons in Blocks 31-B and 31-D are subject to the Peruvian tax regulations in force as of 30 March 1994 (30%). Exploration activities in Block 31-E are subject to the Peruvian tax regulations in force as at 6 March 2001 (22%). Refining and commercial activities of hydrocarbons are subject to the current Peruvian tax regime (30%).
(b) Income tax
2011 | 2010 | |||
US$'000 | US$'000 | |||
Income tax | ||||
- Current | 114 | 778 | ||
- Deferred | (2,392) | (3,488) | ||
___________ | ___________ | |||
(2,278) | (2,710) | |||
========== | ========== | |||
| ||||
(c) Movement of deferred income tax
At 1 January 2010
|
2010
|
Tax credit recognised in other comprehensive income |
At 31 December 2010
|
2011
|
Tax credit recognised in other comprehensive income |
At 31 December 2011 | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Deferred asset | |||||||
Tax loss carry forward | - | 2,213 | - | 2,213 | 899 | - | 3,112 |
Exploration costs | - | - | - | - | 468 | - | 468 |
Other | 354 | (7) | - | 347 | 223 | - | 570 |
_______ | _______ | _______ | _______ | _______ | _______ | _______ | |
Deferred asset | 354 | 2,206 | - | 2,560 | 1,590 | - | 4,150 |
_______ | _______ | _______ | _______ | _______ | _______ | _______ | |
Deferred liability | |||||||
Exploration and development costs | (10,357) | 85 | - | (10,272) | 95 | - | (10,177) |
Contractual rights and customer relationships | (6,854) | 981 | - | (5,873) | 739 | - | (5,134) |
Oil wells | (715) | 165 | - | (550) | 68 | - | (482) |
Workovers | (491) | 51 | - | (440) | (100) | - | (540) |
Tax effects on cash flow hedge | (101) | - | 22 | (79) | - | 79 | - |
Others | 1 | - | - | 1 | - | - | 1 |
_______ | _______ | _______ | _______ | _______ | _______ | _______ | |
Deferred liability | (18,517) | 1,282 | 22 | (17,213) | 802 | 79 | (16,332) |
_______ | _______ | _______ | _______ | _______ | _______ | _______ | |
Deferred liability, net | (18,163) | 3,488 | 22 | (14,653) | 2,392 | 79 | (12,182) |
======== | ========= | ========= | ======== | ========= | ========= | ======== |
At 31 December 2011 and 2010, 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 Group has recognised a deferred income tax asset related to exploration costs and tax losses expected to be utilised in 2012 and 2013 based on the current year forecasts and projections and on the basis that the utilisation of tax losses carry forward commenced in 2010.
(d) Reconciliation between income tax credit and the profit/(loss) before tax multiplied by the standard tax rate
2011 | 2010 | |
US$'000 | US$'000 | |
Accounting profit/(loss) before tax from continuing operations | 10,432 | (452) |
Loss for the year from discontinued operations | - | (2,022) |
_______ | _______ | |
Profit/(loss) before income tax | 10,432 | (2,474) |
Legal consolidated rate | 30% | 30% |
_______ | _______ | |
At consolidated rate | 3,130 | (742) |
(Profits)/ losses of entities not subject to tax | (143) | 779 |
Unutilised taxable losses carried forward | - | 24 |
Minimum income taxes assumed by the Group | 100 | 211 |
Deferred tax asset recognised on loss carry forward | (3,580) | (2,213) |
Application of tax loss carry forward | (2,307) | (1,202) |
Other permanent items | 522 | 433 |
_______ | _______ | |
Effective income tax expense | (2,278) | (2,710) |
========== | ========== |
7. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing net profit 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:
2011 | 2010 | ||||
Numerator | US$’000 | US$’000 | |||
Net gain attributable to equity holders of the parent for continuing operations | 12,014 | 2,067 | |||
Net loss attributable to equity holders of the parent for discontinued operations | - | (1,924) | |||
____________ | ____________ | ||||
Net gain attributable to equity holders of the parent for basic and diluted earnings | 12,014 | 143 | |||
=========== | ============ | ||||
2011 | 2010 | ||||
Denominator | Number | Number | |||
Weighted average number of ordinary shares for basic earnings per share | 149,215,956 | 130,005,811 | |||
Effect of dilutive potential ordinary shares (i) | 7,786,560 | 7,592,500 | |||
____________ | ____________ | ||||
Weighted average number of ordinary shares for diluted earnings per share | 157,002,516 | 137,598,311 | |||
____________ | ____________ | ||||
US dollar | US dollar | ||||
(cent) | (cent) | ||||
Basic earnings per share attributable to ordinary equity holders of the parent | 8.05 | 0.11 | |||
____________ | ____________ | ||||
Basic earnings per share for continuing operations attributable to ordinary equity holders of the parent | 8.05 | 1.59 | |||
____________ | ____________ | ||||
Diluted earnings per share attributable to ordinary equity holders of the parent | 7.65 | 0.10 | |||
____________ | ____________ | ||||
Diluted earnings per share for continuing operation attributable to ordinary equity holders of the parent | 7.65 | 1.50 | |||
____________ | ____________ |
To calculate earnings per share amounts for the discontinued operation, the weighted average number of ordinary shares for both basic and diluted amounts is as per the table above. The following table provides the loss figures used:
2011 | 2010 | ||
US$'000 | US$'000 | ||
Net loss attributable to equity holders of the parent from a discontinued operation for basic and diluted earnings per share calculations |
- |
(1,924) | |
____________ | ____________ |
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 Inversión 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 dilutive at 31 December 2011 and 2010;
(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 2011 and 2010, the contingently issuable Ordinary Shares are not included in the calculation of diluted loss per share at 31 December 2011 and 2010; 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 at 31 December 2011 and 2010.
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 earnings per share as the effect would be anti-dilutive at 31 December 2011 and 2010.
8. 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. | 2006 - 2010 |
Maple Gas Corporation del Perú S.R.L. | 2006 - 2010 |
Acer Comercial S.R.L. | 2006 - 2010 |
Maple Etanol S.R.L. | 2006 - 2010 |
Maple Biocombustibles S.R.L. | 2010 |
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 information as at 31 December 2011.
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 on 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. The assessment including interest and penalties as at 31 December 2011 amounts to US$10,439,000. On 8 September 2009, the Company filed a tax claim against the assessments with the Tax Court. 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 invest US$32,029,391 over a five-year term from the date of delivery of the lands to the Group. This investment was subject to an audit carried out by the Peruvian government. On November 2009, the Peruvian government certified that the committed investment had been completed by the Group;
·; To pay in favour of the Piura region, for a 20 year period, an annual donation of US$500,000. The initial payment will be made at the end of the first year of commercial production; and
·; To grant security in favour of the Peruvian state in the amount of US$3,202,939, equivalent to 10% of total investment commitment. This security guaranteed the compliance of the investment commitment and the annual donation above mentioned, and was proportionally reduced as the Group carried out the committed investment. As of 31 December 2011, the current security is in the amount of US$500,000 to guarantee compliance for the annual donation.
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 has committed to invest, within 48 months from October 2008, a minimum of US$141 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 2011, substantially all of the investment required pursuant to this investment agreement has been made.
(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 2011 and 31 December 2010, management believes that the Group is in compliance with the current environmental regulations and therefore, no provisions are required with respect to environmental matters.
(d) 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 Refinery and Sales Plant lease expires in 2014, although such term may be extendable by the parties on similar terms and conditions provided that Maple Gas is not in breach of any terms of the lease, and the License for the Exploitation of Hydrocarbons in Blocks 31-B and 31-D, or the License for the Exploitation of Hydrocarbons in Block 31-C remains in force. In addition, the Group has entered into operating leases for its administrative facilities in Lima and in Northern Peru; these leases expire in various periods until 2014.
The minimum future lease payments are as follows:
2011 | 2010 | |||||
Minimum future lease payments payable within: |
Offices 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 | 448 | 584 | 1,032 | 478 | 584 | 1,062 |
Two to five years | 909 | 1,168 | 2,077 | 1,357 | 1,751 | 3,108 |
________ | ________ | ________ | ________ | ________ | ________ | |
Total | 1,357 | 1,752 | 3,109 | 1,835 | 2,335 | 4,170 |
======== | ======== | ======== | ======== | ======== | ======== |
(e) Decommissioning of oil production facilities
At the end of the term of the license 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 license contracts. Accordingly, no obligation exists for the decommissioning of production facilities at the end of the license period, except for the plugging of wells which Maple has drilled during its operational period with no reserves at that date.
(f) Legal claims
Third-Party Provider
The Company is in a dispute with a third-party provider for the Ethanol Project, and in 2012 an arbitration was initiated by the third-party provider as a result of such dispute. 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.
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 labor 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.
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) Capital commitments
Port Facilities Agreement
In May 2010, Maple executed the Ethanol Loading, Storage and Shipping Facilities Project Agreement (the "Port Facilities Agreement") with Penta. The Port Facilities Agreement provides for the design, engineering, construction and operation of the storage, handling and shipping facilities in Paita, Peru (the "Port Facilities") for the Ethanol Project. The Port Facilities, located approximately 33 kilometres from the Ethanol Plant site, will provide the Company with the necessary facilities to store and load its produced ethanol onto vessels for transportation to international markets, including the European Union and the United States. Penta will operate the Port Facilities for an initial term of 20 years in addition to building and owning these facilities. Following the completion of this initial term, Maple may extend the Port Facilities Agreement for up to two successive 10-year periods or may purchase the Port Facilities for a nominal sum.
Ethanol Plant Construction
As of 31 December 2011, the outstanding commitments in relation to the Ethanol Project material construction contracts are US$6,531,000 (2010: US$42,118,000).
Exploration, Production and Marketing Segment
The amount approved by the Directors in respect of future capital expenditures for the exploration, production and marketing segment is approximately US$4.0 million (2010: US$1.7 million).
9. SUBSEQUENT EVENTS
Board Appointment
On 11 January 2012, Mr. Francisco Mesquita Neto has been appointed as an independent, non-executive director on the Company's Board of Directors. Mr. Mesquita will also serve on the Company's Remuneration Committee.
Extension of Standby Equity Distribution Agreement ("SEDA")
On 8 February 2012, the Company entered into an amendment to extend its SEDA with YA Global Master SPV Ltd ("Yorkville"), an affiliate of Yorkville Advisors LLC, effective 18 January 2012. Under the terms of the amendment, the parties have agreed to extend the term of the SEDA for up to an additional twenty-four (24) months. The remaining terms of the SEDA shall remain substantially similar to the existing terms of the SEDA.
US$8.5 Million Medium-Term Credit Facility
On 28 February 2012, Maple Production del Perú S.R.L., a subsidiary of Maple, entered into a US$8.5 million, 23-month secured credit facility (the "Medium Term Facility") with Interbank, and Maple drew down the full available amount of US$8.5 million on 29 February 2012. The Medium Term Facility is denominated in US Dollars at a fixed annual interest rate of 7.00% for any amounts drawn under the Medium Term Facility. The net proceeds from the Medium Term Facility have been used to repay the outstanding amounts drawn down under the Company´s standby letter of credit facility in the amount of US$12.5 million that was primarily established to fund any cost over-runs or other necessary expenditures in excess of the budgeted amounts for the Ethanol Project.
US$9 Million Working Capital Facility
On 1 March 2012, Maple Etanol, entered into two short-term credit facilities with two Peruvian commercial banks for an aggregate amount of US$9 million (the "Working Capital Facilities"). The Working Capital Facilities are denominated in US Dollars at a fixed interest rate that will be determined on the date any amounts are drawn under the Working Capital Facilities and will be secured by ethanol inventory or claims on value-added tax receipts. The amounts drawn under the Working Capital Facilities will be repaid through cash flow generated from the sale of ethanol inventories or the collection of value-added taxes.
Start-up of Ethanol Plant
In April 2012, Maple confirmed the substantial completion of the Ethanol Plant except for certain works primarily related to the commissioning of the electric power generation facilities. The Company commenced harvesting and processing its sugar cane. The amounts of sugar cane harvested and processed as well as ethanol produced are expected to gradually increase during the second quarter of 2012 during this initial phase of operations. The power generation facilities, which are not necessary to produce ethanol, are expected to be fully completed, commissioned, and placed into operation during the middle of 2012.
10. 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 2011 prepared in accordance with IFRS 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. Statutory accounts for 2010 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.
11. BOARD APPROVAL
The Board of Directors approved the preliminary release for the results of the year ended 31 December 2011 on 30 April 2012.
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