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Q3-2014 Financial Results

13th Nov 2014 07:00

RNS Number : 9033W
Ithaca Energy Inc
12 November 2014
 

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

 

 

Ithaca Energy Inc.

 

2014 Third Quarter Financial Results

13 November 2014

 

Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) ("Ithaca" or the "Company") announces its quarterly financial results for the three months ended 30 September 2014 ("Q3-2014" or the "Quarter").

 

Financials

Solid Q3-2014 financial results delivered during the main planned maintenance shutdown quarter of the year

· $43.9 million1 underlying cashflow from operations

· $8.0 million profit after tax

 

Substantial oil hedging in place, providing significant downside price protection through to mid-2016

· 6,300 barrels of oil per day hedged at an average of $102/bbl (70% swaps / 30% puts) from 1 October 2014 until 30 June 2016

· The executed hedges through to mid-2016 result in the Company having a Brent breakeven price for the existing producing asset base of under $20/bbl

· Based on future oil and gas prices at 30 September 2014 (Brent spot price ~$95/bbl), the Company's executed commodity price hedges had a net value of approximately $25 million, increasing to over $60 million with a $10/bbl fall in Brent

 

Strong fully funded cash position even in lower oil price environment

· $1,010 million debt facilities in place following completion of a five year $300 million senior unsecured notes offering, with a weighted average cost of debt of under 5%

· With inclusion of the assets acquired during the Quarter from Sumitomo Corporation (the "Summit Assets"), the Company has full availability of its $610 million reserve based lending facility

· Net drawn debt of $719million at the end of Q3-2014 (excluding the Norwegian tax rebate facility)

· Combining a Brent oil price projection of approximately $90/bbl through to the planned start-up of production from the Stella field in mid-2015 with forecast production and operating costs, it is anticipated that peak net drawn debt will be around $815 million

· Given the benefit of the Company's existing oil price hedging and sales agreements, a $75/bbl Brent price sensitivity until mid-2015 increases peak net drawn debt by only a further $15 million

 

 

Graham Forbes, Chief Financial Officer, commented:

"Given the impact of planned maintenance shutdowns during the quarter, the underlying third quarter numbers represent a solid contribution to the Company's year to date results. In light of the recent fall in oil prices, it is important to note that the Company is in a strong financial position, with all debt covenants satisfied and future revenues substantially underpinned by the significant quantity of oil price hedges that have been executed well in excess of prevailing prices".

 

Production & Operations

Reflecting the impact of planned summer maintenance shutdowns during the quarter, average pro-forma production in Q3-2014 was approximately 11,600 boepd, 96% oil (including production from the Summit Assets for the entire Quarter). Average consolidated production reflecting the contribution from the Summit Assets from the acquisition completion date of 31 July 2014 was 10,861 boepd.

 

As previously announced, it is anticipated that full year 2014 pro-forma production will be approximately 12,500 boepd. This equates to consolidated production of approximately 11,200 boepd, reflecting inclusion of production from the Summit Assets from the acquisition completion date.

 

Further to the previously reported unplanned shut-in of the Causeway Area fields, the oil export pump on the host platform has recently been repaired and operations are on-going to optimise production from the fields. The workover on the "P4" well on the Athena field is nearing completion and it is anticipated that operations to de-mobilise the rig will commence shortly.

 

Greater Stella Area Development Update

Continued progress has been made during the Quarter on execution of the Greater Stella Area development. The fourth Stella development well was successfully completed, further de-risking the initial annualised production forecast for the field of approximately 30,000 boepd (100%), 16,000 boepd net to Ithaca. Operations are currently on-going on the fifth Stella development well, which is scheduled to be completed in early 2015. Work on this year's subsea infrastructure installation campaign has been successfully completed and preparation is well advanced for finishing the remaining subsea activities in early 2015. Construction activities continue on the main deck of the "FPF-1" floating production facility, with completion of the works and the delivery of first hydrocarbons scheduled for mid-2015.

 

Q3-2014 Financial Results Conference Call

A conference call and webcast for investors and analysts will be held today at 12:00 GMT (07.00 EST). Listen to the call live via the Company's website (www.ithacaenergy.com) or alternatively dial-in on the following telephone number and request access to the Ithaca conference call: UK +44 203 059 8125; Canada +1 855 287 9927; US +1 866 796 1569. A short presentation to accompany the results will be available on the website prior to the call.

 

 

The unaudited consolidated financial statements of the Company for the three and nine month periods ended 30 September 2014 and the related Management's Discussion and Analysis is available on the Company's website (www.ithacaenergy.com) and on SEDAR (www.sedar.com).

 

- ENDS -

 

Enquiries:

 

Ithaca Energy

Les Thomas [email protected] +44 (0)1224 650 261

Graham Forbes [email protected] + 44 (0)1224 652 151

Richard Smith [email protected] +44 (0)1224 652 172

 

FTI Consulting

Edward Westropp [email protected] +44 (0)207 269 7230

Shannon Brushe [email protected] +44 (0)203 727 1077

 

Cenkos Securities

Neil McDonald [email protected] +44 (0)207 397 8900

Nick Tulloch [email protected]+44 (0)131 220 6939

 

RBC Capital Markets

Jeremy Low [email protected] +44 (0)207 653 4000

Matthew Coakes [email protected] +44 (0)207 653 4000

 

 

Notes

1. Underlying cashflow from operations excludes a $12 million charge pertaining to a 2013 Sullom Voe terminal reconciliation charge reported as a contingent liability in the second quarter of 2013 and a downwards non-cash oil stock revaluation of $5.6 million, both of which are included in the financial statement reported cashflow from operations of $26.3 million.

 

In accordance with AIM Guidelines, John Horsburgh, BSc (Hons) Geophysics (Edinburgh), MSc Petroleum Geology (Aberdeen) and Subsurface Manager at Ithaca is the qualified person that has reviewed the technical information contained in this press release. Mr Horsburgh has over 15 years operating experience in the upstream oil and gas industry.

 

References herein to barrels of oil equivalent ("boe") are derived by converting gas to oil in the ratio of six thousand cubic feet ("Mcf") of gas to one barrel ("bbl") of oil. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 Mcf: 1 bbl, utilising a conversion ratio at 6 Mcf: 1 bbl may be misleading as an indication of value.

 

 

About Ithaca Energy

Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) is a North Sea oil and gas operator focused on the delivery of lower risk growth through the appraisal and development of UK undeveloped discoveries, the exploitation of its existing UK producing asset portfolio and a Norwegian exploration and appraisal business targeting the generation of discoveries capable of monetisation prior to development. Ithaca's strategy is centred on generating sustainable long term shareholder value by building a highly profitable 25kboe/d North Sea oil and gas company. For further information please consult the Company's website www.ithacaenergy.com.

 

 

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

 

 

Forward-looking statements

Some of the statements and information in this press release are forward-looking. Forward-looking statements and forward-looking information (collectively, "forward-looking statements") are based on the Company's internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, including, among other things, assumptions with respect to production, drilling, construction times, well completion times, risks associated with operations, future capital expenditures, continued availability of financing for future capital expenditures, future acquisitions and cash flow. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. When used in this press release, the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe", "could", "target" and similar expressions, and the negatives thereof, whether used in connection with operational activities, drilling plans, production forecasts, budgetary figures, potential developments or otherwise, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations, or the assumptions underlying these expectations, will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These forward-looking statements speak only as of the date of this press release. Ithaca Energy Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based except as required by applicable securities laws.

 

This press release contains non-International Financial Reporting Standards ("IFRS") industry benchmarks and terms, such as "cashflow from operations" and "net drawn debt". "Cashflow from operations" and "net drawn debt" do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. The Company uses cashflow from operations to help evaluate its performance. As an indicator of the Company's performance, cashflow from operations should not be considered as an alternative to, or more meaningful than, net cash from operating activities as determined in accordance with IFRS. The Company considers cashflow from operations to be a key measure as it demonstrates the Company's underlying ability to generate the cash necessary to fund operations and support activities related to its major assets. Cashflow from operations is determined by adding back changes in non-cash operating working capital to cash from operating activities. The Company uses net drawn debt as a measure to assess its financial position. Net drawn debt includes amounts outstanding under the Company's debt facilities and senior notes, less cash and cash equivalents. Net drawn debt noted above excludes any amounts outstanding under the Norwegian tax rebate facility.

 

Additional information on these and other factors that could affect Ithaca's operations and financial results are included in the Company's Management's Discussion and Analysis for the quarter ended September 30, 2014, and the Company's Annual Information Form for the year ended December 31, 2013 and in reports which are on file with the Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

 

HIGHLIGHTS THIRD QUARTER 2014

Strong balance sheet and significant hedging provide a solid base in a lower oil price environment

Solid third quarter financial results delivered during the main planned maintenance shutdown quarter of the year

· $43.9 million1 underlying cashflow from operations

· $8.0 million profit after tax

Substantial oil hedging in place, providing significant downside price protection into 2016

· 6,300 barrels of oil per day ("bopd") hedged at average of $102/bbl (70% swaps / 30% puts) from 1 October 2014 until 30 June 2016

· The executed hedges through to mid-2016 result in the Company having a Brent breakeven price for the existing producing asset base of under $20/bbl

Strong fully funded cash position even in lower oil price environment

· $1,010 million debt facilities in place following completion of a five year $300 million senior unsecured notes offering, with a weighted average cost of debt of under 5%

· With inclusion of the assets acquired during the Quarter from Sumitomo Corporation (the "Summit Assets"), the Company has full availability of its $610 million reserve based lending facility

· Net drawn debt of $719 million at the end of Q3-2014 (excluding the Norwegian tax rebate facility)

· Combining a Brent oil price projection of approximately $90/bbl through to the planned start-up of production from the Stella field in mid-2015 with forecast production and operating costs, it is anticipated that peak net drawn debt will be around $815 million

· Given the benefit of the Company's existing oil price hedging and sales agreements, a $75/bbl Brent price sensitivity until mid-2015 increases peak net drawn debt by only a further $15 million

· UK tax allowances pool of $1,306 million at September 30, 2014.

 

Further production portfolio broadening and enhancement of the Company capital structure during the quarter

· Further broadening of the Company's asset base delivered through completion of the acquisition of three high quality, non-operated UK producing oil field interests from Sumitomo Corporation (the "Summit Assets"). The transaction was completed on 31 July 2014 for a net consideration of $163 million.

· Successful completion of a $300 million, 8.125% coupon, senior unsecured notes offering on 3 July 2014. The notes provide diversification in terms of both funding sources and tenor, complementing the long term production, appraisal and development growth focus of the business. The weighted average cost of all the Company's debt facilities remains under 5%.

 

Forecast 2014 pro-forma production of ~12.5 kboe/d

· Reflecting the impact of planned summer maintenance shutdowns during the quarter, average pro-forma production in Q3-2014 was approximately 11,600 barrels of oil equivalent per day ("boepd"), 96% oil (including production from the Summit Assets for the entire quarter). Average consolidated production reflecting the contribution from the Summit Assets from the acquisition completion date of 31 July 2014 was 10,861 boepd.

· It is anticipated that full year 2014 pro-forma production will be approximately 12,500 boepd. This equates to consolidated production of approximately 11,200 boepd, reflecting inclusion of production from the Summit Assets from the acquisition completion date.

 

Further significant Stella field de-risking achieved with completion of fourth development well and 2014 subsea infrastructure installation

· Continued progress has been made during the quarter on execution of the Greater Stella Area development. The fourth Stella development well was successfully completed, further de-risking the initial annualised production forecast for the field of approximately 30,000 boepd (100%), 16,000 boepd net to Ithaca. Operations are currently on-going on the fifth Stella development well, which is scheduled to be completed in early 2015. Work on this year's subsea infrastructure installation campaign has been successfully completed and preparation is well advanced for finishing the remaining subsea activities in early 2015. Construction activities continue on the main deck of the "FPF-1" floating production facility, with completion of the works and the subsequent delivery of first hydrocarbons scheduled for mid-2015.

1. Excludes impact of $12 million Sullom Voe Terminal ("SVT") 2013 reconciliation charge and $5.6 million downwards oil stock revaluation as detailed under Operating Costs section below, both of which are included in the financial statement reported cashflow from operations of $26.3 million.

SUMMARY FINANCIAL STATEMENTS

INCOME STATEMENT (M$)

3-Months Ended Sep 30th

6-Months Ended June 30th

9-Months Ended Sept 30th

2014

2014

2014

Production

kboe/d

10.9

10.5

10.6

Average Realised Oil Price(1)

$/bbl

101

109

106

Revenue(2)

M$

89.6

197.5

287.1

Inventory (3)

M$

8.7

2.5

11.2

Opex (4)

M$

(52.2)

(90.2)

(142.4)

G&A

M$

(3.2)

(5.1)

(8.3)

Hedging

M$

1.1

(3.4)

(2.3)

Underlying Cashflow From Operations (5)

M$

43.9

101.3

145.3

Non-recurring cash costs(5)

M$

(17.6)

0.5

(17.1)

DD&A & Impairment

M$

(45.8)

(83.8)

(129.6)

Unrealised Derivatives Gain/(Loss)

M$

37.4

(3.4)

34.0

Finance costs

M$

(9.8)

(12.1)

(21.9)

Other Non-Cash Costs

M$

(0.5)

(4.9)

(5.4)

Taxation

M$

0.2

19.5

19.7

Earnings

M$

8.0

17.1

25.0

Earnings Per Share

$/Sh.

0.02

0.05

0.08

Cashflow Per Share

$/Sh.

0.13

0.31

0.44

(1) Average realized price before hedging

(2) Revenue excluding other income

(3) Inventory movement excluding oil stock revaluation

(4) Opex net of forex gains, other income (Nigg cost contribution) and 2013 SVT charge

(5) Underlying cashflow from operations excl. $12m late 2013 SVT charge & oil stock reval. of $5.6m

 

 

BALANCE SHEET (M$)

Q3-2014

Q4-2013

Cash & Equivalents

59

63

Other Current Assets

437

375

PP&E

1,902

1,481

Other Non-Current Assets

221

59

Total Assets

2,619

1,979

Current Liabilities

(492)

(485)

Borrowings

(831)

(432)

Asset Retirement Obligations

(223)

(172)

Deferred Tax Liabilities

(144)

(10)

Other Non-Current Liabilities

(36)

(26)

Total Liabilities

(1,726)

(1,125)

Net Assets

893

854

Share Capital

552

536

Other Reserves

18

19

Surplus / (Deficit)

323

299

Shareholders' Equity

893

854

 

 

DEBT SUMMARY (M$)

Q3-2014

Q4-2013

RBL Facility

476.1

410.0

Corporate Facility

-

-

Senior Notes

300.0

-

Norwegian Tax Rebate Facility

69.0

34.0

Total Debt

845.1

444.0

UK Cash and Cash Equivalents

(57.6)

(63.4)

Net Drawn Debt

787.5

380.6

Norwegian Tax Rebate Facility

(69.0)

(34.0)

Net Drawn Debt excl. Norwegian Tax Rebate Facility (1)

718.5

346.6

(1) Net drawn debt excludes the Norwegian Tax Rebate Facility which is considered as a tax advance underwritten and off-set by a receivable from the Norwegian government

 

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

 

 

 

CORPORATE ACTIVITIES

 

Phased development of Ythan field underway following the licence award in March 2014

 

 

 

 

 

 

 

 

 

 

Significant proportion of future revenues underpinned through hedges executed at highly favourable prices

 

 

 

 

 

 

 

 

 

 

Further broadening of the producing asset base delivered through the assets acquired from Sumitomo Corporation

 

 

 

 

 

 

 

Issuance of Senior notes introduced additional diversity and rate certainty into the Company's capital structure

 

 

YTHAN FIELD DEVELOPMENT

During the quarter the Company obtained approval from the Department of Energy and Climate Change ("DECC") for the Ythan Field Development Plan; Ithaca working interest, 40%, and EnQuest 60% (Operator). The Ythan field, which lies adjacent to the producing Don Southwest ("Don SW") field in which both Ithaca and EnQuest have corresponding working interest levels, is located within the southern area of the Don North East licence that was awarded by the DECC in March 2014.

 

A phased development of the field is planned, involving an initial production well being drilled from the Don SW field infrastructure. Drilling operations will shortly commence, with the well anticipated to be completed in early 2015. The subsea tie-in of the well to the existing infrastructure is planned for spring 2015, leading to the anticipated start-up of production in the second quarter of 2015. The well is targeting the same Brent reservoir sequence as the Don SW field, in a location where an appraisal well has previously been drilled and tested.

 

COMMODITY PRICE HEDGING

As part of the overall risk management strategy, the Company's hedging policy is centred on underpinning revenues from existing producing assets at the time of major capital expenditure programmes and locking in asset acquisition paybacks through appropriate commodity price hedging arrangements. The hedging programme is executed at the discretion of the Company, with no minimum commodity price hedging requirements being stipulated by any of the Company's debt finance facilities.

 

The company has in place the following hedges:

· For the period from 1 October 2014 to 30 June 2016 approximately 6,300 bopd hedged at an average price of $102/bbl (approximately 70% swaps / 30% puts).

· For gas years 2015-16, put options establishing a gas price floor of £0.58/therm (~$10/MMbtu) for 190 million therms (~20 billion cubic feet) of production from the Stella field.

 

SUMMIT ACQUISITION

On 31 July 2014 the Company completed the acquisition of the Summit Assets. The transaction involved the acquisition of interests in three non-operated UK producing oil fields for a net consideration of $163 million. The acquisition further broadens the Company's producing asset base with high quality, long-life oil assets with clear upsides and enables acceleration in the monetisation of existing UK tax allowances. The assets that were acquired were: a further 20% interest in the Cook field in which the Company already had a 41.346% interest; a 7.48% interest in the Pierce field; and, a 7.43% interest in the Wytch Farm field. The acquisition is estimated to increase net proved and probable ("2P") reserves by approximately 12.0 million barrels of oil equivalent (Ithaca management estimate) from the transaction effective date of January 1 2014.

 

SENIOR NOTES ISSUANCE

On July 3 2014, the Company completed an offering of $300 million 8.125% senior unsecured notes due July 2019, with interest payable semi-annually. The net proceeds of the notes were used to partially repay (without cancelling) the Company's RBL facility, with a portion of it subsequently redrawn to finance the acquisition of the Summit assets on 31 July 2014.

 

The senior notes have provided important diversity to the sources and tenor of funding within the overall capital structure of the business and have a strong fit with the Company's long term appraisal and development growth focus. The notes also reduce bank funding dependency and provide cost of finance certainty through the fixed rate coupon. The Company seeks to maintain a conservative financial profile and strong balance sheet, with ample liquidity, in order to prudently deliver its planned development activities and continued growth of the business.

 

NORWEGIAN TAX REBATE FACILITY

On 30 September 2014, the Company executed an amendment to the Norwegian Tax Rebate Facility to increase the facility size from NOK 450 million (~$75 million) to NOK 600 million (~$100 million) and extend its tenure to 31 December 2016. Any drawings under this facility will be fully offset by a receivable of tax refund from the Norwegian government within a maximum of 24 months.

 

 

PRODUCTION & OPERATIONS UPDATE

 

12.5kboe/d 2014 pro-forma production guidance

 

 

Average pro-forma production in Q3-2014 was approximately 11,600 barrels of oil equivalent per day ("boepd"), 96% oil, reflecting a full quarter's production from the Summit Assets. Average production including the contribution from the Summit Assets from the acquisition completion date of 31 July 2014 was 10,861 boepd (Q3-2013: 11,942 boepd). Production during the quarter was reduced by planned maintenance shutdowns, most notably with respect to a six week shutdown of the Cook field.

 

It is anticipated that full year 2014 pro-forma production will be approximately 12,500 boepd. The economic benefit of production from the Summit Assets from the acquisition effective date of 1 January 2014 until completion on 31 July 2014 is offset against the acquisition price, with production post completion being reflected in the Income Statement. As a consequence, the pro-forma production guidance is forecast to correspond to approximately 11,200 boepd being reflected in the full year 2014 Income Statement.

 

As previously noted, the full year production guidance incorporates the impact of approximately 1,400 boepd of annual average production deferrals primarily associated with an unplanned shut-in of the Causeway Area fields in the second half of this year and the delay in the provision of water injection to the Causeway field by the host platform. The Taqa operated host facility for these fields suffered a platform oil export pump failure that resulted in production from the Causeway Area being shut-in towards the end of Q3-2014. The oil export pump has recently been repaired, so operations on the platform are focused on the required water injection system works. The Company remains on-track to deliver production from the fields in line with the guidance for the year.

 

With respect to other specific production operations:

· The planned workover to replace the electrical submersible pumps on the "P4" well on the Athena field is nearing completion and it is anticipated that operations to de-mobilise the rig will commence shortly.

· The re-start of production from the Pierce field is expected around the end of the year. Operations are on-going to complete the planned shutdown required to modify and refurbish the floating production, storage and offloading vessel ("FPSO") used on the field to enable the tie-in of a third party field to the FPSO.

 

 

GREATER STELLA AREA DEVELOPMENT UPDATE

 

 

Fourth Stella development well completed, with strong flow test results further de-risking forecast field production performance

Drilling Programme

The fourth Stella development well, "B2", was completed during the quarter. The well was drilled to a total measured depth subsea of 14,461 feet, with a 2,396 foot gross horizontal reservoir section completed in the Palaeocene Andrew sandstone reservoir. The well intersected high quality sands across a net reservoir interval of 1,658 feet, equating to 69% net pay. As with the previous three Stella development wells, a clean-up flow test was performed on the B2 well in order to effectively remove the drilling fluids used to complete the well. As part of the testing programme the well was flowed at various rates over approximately a 38-hour flowing period in order to obtain additional data and fluid samples from its location on the crest of the structure to assist with reservoir management planning for the field. A maximum flow test was completed during the period, with the well flowing at a rate of 12,005 boepd on a 48/64-inch choke. This rate comprised 5,901 barrels of oil per day and 36.6 million standard cubic feet per day of gas. Fluid samples show that the oil is approximately 47° API.

 

The programme for the four planned Stella Andrew reservoir development wells has now been completed, with the combined maximum clean-up flow test results achieved by the wells being in excess of 45,000 boepd. This well production capacity significantly de-risks the initial annualised production forecast for the Greater Stella Area hub of approximately 30,000 boepd (100%), 16,000 boepd net to Ithaca.

 

The ENSCO 100 drilling rig was successfully moved from the B2 well location at the northern drill centre to the main drill centre on the field in early October 2014. Drilling operations are on-going on the fifth well on the field, in the Stella Ekofisk reservoir that underlies the main Stella Andrew reservoir. The Ekofisk well is targeting light oil production in a chalk formation. The characteristics of the formation mean that initial production rates are likely to be lower than those displayed by the wells in the Andrew sandstone reservoir. Completion of the fifth well, which is expected to be in early 2015, will mark the end of the planned Stella development drilling campaign.

 

Management of the drilling and completion operations is being performed by Applied Drilling Technology International ("ADTI") under "turnkey" contract arrangements.

 

 

2014 subsea infrastructure installation programme completed

Subsea Infrastructure WORKS

Work on the 2014 subsea infrastructure installation campaign was successfully completed during the quarter following installation of the FPF-1 mooring spread and backfill operations on the infield flowlines. Preparation is well advanced for finishing the remaining subsea activities in 2015. The main activities to be completed prior to arrival of the FPF-1 on location involve tie-in of the northern drill centre and ongoing Stella Ekofisk wells, installation of the mid-water arch over which the risers and umbilicals connecting the subsea infrastructure to the FPF-1 will be positioned and the approximately 3 kilometre oil export pipeline and associated Single Anchor Loading ("SAL") facilities. The dynamic risers and umbilicals will be installed as part of the FPF-1 hook-up activities once the vessel is on location.

 

Execution of the main subsea infrastructure manufacturing and installation programme is being completed by Technip under an integrated Engineering, Procurement, Installation and Construction contract.

 

 

FPF-1 modification works focused on completion of plant construction and electrical cable activities

 

 

FPF-1 Modification Works

Construction activities continue to advance on the main deck of the FPF-1 floating production facility Pipework, electrical cable and instrumentation installation operations are on-going for the oil and gas processing plant packages. Completion of the accommodation outfitting is progressing well and pre-commissioning activities are underway. Commissioning of the production and control systems will be undertaken on a system by system basis as construction activities are completed in each area of the vessel.

 

As previously highlighted, the main work programme on the path to first hydrocarbons from the GSA hub is completion of the FPF-1 modification works. First hydrocarbons from the hub remains scheduled for mid-2015 and the Company continues to monitor closely the progress being made on completion of the required works by Petrofac.

 

Execution of the FPF-1 modifications work programme is being performed by Petrofac under the terms of a lump sum incentivised contract with the GSA co-venturers.

 

 

PORTFOLIO ACTIVITIES

 

Continued high grading of the producing portfolio

 

UK

As well as adding high quality assets to the production portfolio such as Pierce, Wytch Farm and Cook, the drive to further enhance the value of the overall portfolio continues with focus on removing high cost, marginal assets. To that end, good progress is being made regarding the previously announced re-transfer of the Beatrice facilities to Talisman at the start of 2015. While production from the Beatrice Area accounts for under 8% of production, it accounts for over 18% of total operating costs. As a result, the Company's opex/boe will reduce by around $3-$4/boe following the re-transfer.

 

Similar scrutiny has been applied to the non-material Southern North Sea ("SNS") Anglia gas field that is operated by the company, which contributes under 1% to revenue and for which the netbacks continue to tighten through cost pressure from infrastructure providers. It is therefore currently intended that 2015 will be the last year of production from the field and hence the Company has taken a write down of the carrying value of the asset in the quarter.

Continued restructuring of former Valiant Norwegian portfolio completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28th UK Licensing Round awards

 

NORWAY

Following restructuring of the Norwegian portfolio transferred as part of the Valiant Petroleum plc ("Valiant") acquisition, which involved exiting the licences in the higher risk Barents Sea and Norwegian Sea via swaps, sales and withdrawals, the Company has established a small, focused Norwegian exploration and appraisal operation centred on lower risk geological and geographic opportunities capable of monetisation prior to development. This focused business is underpinned by the 78% tax refund system operated by the Norwegian government, enabling potentially significant value to be created from limited investment expenditure.

 

Executing upon the Company's strategy in Norway involves the drilling of approximately two wells per annum with working interests of between 5-25%. To set up the near term well portfolio, the Company has entered into agreements with Dana Petroleum Norway AS and Fortis Petroleum Norway AS to acquire non-operated interests in three anticipated Norwegian North Sea wells. The interests are: with Dana, an 8% interest in Licence PL537 containing the "Myrhauk" prospect, which lies approximately 15 kilometres from the Harald field; and with Fortis, a 10% interest in license PL626 containing the "Rovarkula" prospect, which lies approximately 19 kilometres from the Ivar Aasen platform, currently under development, and a 10% interest in license PL677 containing the "Hyrokkin" prospect, which lies approximately 9 kilometres from the Vilje field, a subsea tieback to the Alvheim field and FPSO facilities. Completion of the transactions are subject to normal regulatory consents.

 

It is anticipated that two wells will be drilled in 2015 for a total capital expenditure of approximately $10 million net of the Norwegian tax refund payable by the government. The wells will be targeting the Myrhauk (8% working interest) prospect noted above and the SnØmus prospect (25% working interest) that is already in the portfolio.

 

28th UK licensing round awards

Following the end of the quarter the Company was offered three licences as part of the UK's 28th Offshore Licensing Round: Block 29/10d (Ithaca 54.66% working interest and operator, Dyas 25.34%, Petrofac 20%) in the vicinity of the Company's existing GSA interests; Blocks 211/13c (part) and 211/18c (part) in the vicinity of the Company's Dons Area licences (Ithaca 40% working interest, EnQuest 60%, operator); and, Blocks 22/15a and 23/11d containing the Banks and Esperanza light oil discoveries (Ithaca 100% working interest, operator), which are located close to nearby producing fields such as Everest and Huntingdon. The licence offers are based on the completion of technical studies.

 

CORPORATE STRATEGY

Ithaca Energy Inc. ("Ithaca" or the "Company") is a North Sea oil and gas operator focused on the delivery of lower risk growth through the appraisal and development of UK undeveloped discoveries, the exploitation of its existing UK producing asset portfolio and a Norwegian exploration and appraisal business centred on the generation of discoveries capable of monetisation prior to development.

 

The Company has a solid and diversified UK producing asset base generating significant cashflow from operations.

 

Ithaca's goal is to generate sustainable long term shareholder value by building a highly profitable 25kboepd North Sea oil and gas company.

 

Execution of the Company's strategy is focused on the following core activities:

· Maximising cashflow and production from the existing asset base.

· Delivery of lower risk development led growth through the appraisal of undeveloped discoveries.

· Delivering first hydrocarbons from the Ithaca operated GSA development.

· Monetising proven Norwegian asset reserves derived from exploration and appraisal drilling prior to the development phase.

· Continuing to grow and diversify the cashflow base by securing new producing, development and appraisal assets through targeted acquisitions and licence round participation.

· Maintaining capital discipline, financial strength and a clean balance sheet, supported by lower cost debt leverage.

 

 

Q3 2014 RESULTS OF OPERATIONS

 

REVENUE

 

 

 

 

 

Three months ended September 30, 2014

Revenue decreased by $24.0 million from Q3 2013 to $90.1 million (Q3 2013: $114.1 million). This was primarily driven by reduced oil sales volumes coupled with a decrease in the oil price as a result of a significant decrease in Brent.

 

Oil sales volumes decreased mainly as a result of lengthy planned maintenance shutdowns resulting in an overall production reduction of 9%. Changes in the timing of liftings from Q3 2013 with lower liftings on the Cook field in Q3 2014 accounted for the remaining difference.

 

There was a decrease in average realized oil prices of 11% from $113/bbl in Q3 2013 to $101/bbl in Q3 2014. The average Brent price for the quarter ended 30 September 2014 was $101/bbl compared to $110/bbl for Q3 2013. The Company's realized oil prices do not strictly follow the Brent price pattern given the various oil sales contracts in place; with some fields sold at a discount to Brent and some at a premium and also due to differing timescales for pricing. This decrease in realized oil price was partially offset by a realized hedging gain of $0.66/bbl in the quarter. Any further drop in Brent over the coming months will be significantly protected by the oil price hedges the Company has in place averaging $102/bbl.

 

The decrease in gas sales in Q3 2014 compared to Q3 2013 was primarily due to a reduction in realised gas prices coupled with lower production levels on Topaz as a result of the field being shut in.

 

Nine Months Ended September 30, 2014

Revenue decreased by $12.5 million in YTD 2014 to $289.7 million (YTD 2013: $302.2 million). This movement is predominantly due to a liftings related reduction in oil sales volumes combined with a modest decrease in realised oil price.

 

Production volumes in YTD 2014 were 6% higher than in the comparable period in 2013, however oil sales volumes were nevertheless 3% lower primarily due to the timing of liftings, in particular on the Cook field. It should be noted that the lifting related variance is offset by a corresponding movement of inventory through cost of sales.

 

There was a decrease in average realized oil prices from $107/bbl in YTD 2013 to $106/bbl in YTD 2014. The average Brent price for the nine months ended September 30, 2014 was $106/bbl compared to $109/bbl in YTD 2013. As noted above, the Company's realized oil prices do not strictly follow the Brent price pattern.

 

Total gas sales decreased largely as a result of lower production volumes in the period due to an extended shut-in of the Topaz field.

 

 

3-Months Ended Sep 30th

9-Months Ended Sep 30th

Average Realised Price

2014

2013

2014

2013

Oil Pre-Hedging

$/bbl

101

113

106

107

Oil Post-Hedging

$/bbl

102

109

104

111

Gas

$/boe

25

41

33

43

 

 

 

 

 

COST OF SALES

 

 

 

3-Months Ended Sept 30th

9-Months Ended Sep 30th

Restated(1)

Restated(1)

$'000

2014

2013

2014

2013

Operating Expenditure (underlying)

56,826

41,893

149,986

108,275

Operating Expenditure (SVT 2013)

11,993

-

11,993

-

DD&A (underlying)

21,620

27,728

71,152

69,326

DD&A (Business Combination uplift)

16,189

18,479

50,428

42,599

Movement in Oil & Gas Inventory

(3,312)

(6,915)

(7,047)

14,798

Oil Purchases

270

34

1,061

981

Total

103,586

81,219

277,573

235,979

(1) Restated to reflect adjustments to the provisional values attributed to the business combination accounting for the acquisition of Valiant Petroleum Plc in 2Q 2013.

Three months ended September 30, 2014

Cost of sales, including the Summit assets from 31 July 2014, increased in Q3 2014 to $103.6 million (Q3 2013: $81.2 million) primarily due to increases in operating costs and movement in oil and gas inventory partially offset by a reduction in depletion, depreciation and amortization ("DD&A").

 

Underlying operating costs increased in the quarter to $56.8million (Q3 2013: $41.9 million) mainly due to the inclusion of the Summit Assets from July 31, 2014. Higher cost share contributions for the use of third party infrastructure (the Sullom Voe Terminal ("SVT") that processes oil from the Company's Northern North Sea assets and the Anasuria FPSO that serves the Cook field) have also contributed to increased operating costs in the quarter.

 

Additionally, Q3 2014 operating costs include a further $12 million associated with the Sullom Voe Terminal 2013 reconciliation charge previously reported as a contingent liability in Q2 2014 as a result of a late notification from the operator. Following a full audit visit this non-recurring item has been recognised as a cost and settled in Q3 2014. As previously advised, agreements are in place to simplify the method of allocation of SVT costs after 2014 and to base the allocation predominately on oil throughputs, making forecasting more straightforward and reducing the potential significant cost allocation distortions inherent in the current allocation process.

 

Excluding the impact of the non-recurring SVT prior year charges, Q3 2014 unit operating costs are approximately $57/boe. Underlying unit operating costs, which also brings in other income (Nigg cost contribution) and offsetting forex gains are expected to fall to around $50/boe for the full year. This will result from the increased production from the Causeway Area and the dilution of the concentrated impact of the six week planned shutdown of the Cook field during the quarter.

 

DD&A charge for the quarter decreased to $37.8 million (Q3 2013: $46.2 million), including $16.2 million related to business combination uplift DD&A. This was primarily due to lower production in the quarter based on the same period in the prior year combined with a different contributing field mix, for example, the inclusion of the Summit Assets and the exclusion of Beatrice and Jacky (previously written down to nil in anticipation of their re-transfer to Talisman). This resulted in the unit DD&A rate for the quarter decreasing to $38/boe (Q3 2013: $42/boe).

 

As the below "Changes in Accounting Policies" section outlines, the adoption of IFRS and accounting for acquisitions as business combinations has led to general increased DD&A rates.

 

Of the $37.8 million DD&A charge, $16.2 million - over 40% - arises as a result of fair value accounting associated with business combinations. Approximately 62% of this additional charge is offset through a credit in the deferred tax released through the income statement.

 

An oil and gas inventory movement of $3.3 million was credited to cost of sales in Q3 2014 (Q3 2013 $6.9 million). This comprised a $8.9m credit as a result of increased stocks arising from the timing of liftings, partially offset by a $5.6 million charge to cost of sales on the revaluation of stock mainly due to the reduction in oil price from $111/bbl at the beginning of the quarter compared to $95/bbl at September 30, 2014.

 

In Q3 2014 more barrels of oil were produced (957 kbbls) than sold (874 kbbls), mainly as a result of the timing of Cook and Dons field liftings.

Movement in OperatingOil & Gas Inventory 3Q 2014

Oil

kbbls

Gas

kboe

Total

kboe

Opening inventory

229

10

239

Acquired

156

-

156

Production

957

42

999

Liftings / sales

(874)

(45)

(919)

Transfers/other*

4

-

4

Closing volumes

472

7

479

* Due to long term inventory transfers and terminal quality adjustments etc.

 

 

Nine Months Ended September 30, 2014

Cost of sales increased in YTD 2014 to $277.6 million (YTD 2013: $236.0 million) due to increases in operating costs and DD&A, partially offset by the movement in oil and gas inventory.

 

Operating costs increased in the period to $162.0 million (YTD 2013: $108.3 million). This was primarily due to the inclusion of costs for the Dons and Causeway Area fields acquired from Valiant (full YTD 2014 compared to only as of April 19, 2013) and the inclusion of Summit Assets as of July 31, 2014 along with the aforementioned impact of the SVT 2013 reconciliation charge and higher cost share contributions for the use of third party infrastructure in 2014. Planned shutdowns in the period on Beatrice and Jacky and some weather related production downtime, particularly in relation to the Cook field during the first quarter of 2014, also contributed to the increase.

 

DD&A for the period increased to $121.6 million (YTD 2013: $111.9 million). This was primarily due to higher production volumes in YTD 2014 as a result of a full period's contribution from the Dons and Causeway fields as well as the addition of the Summit Assets, offset by no DD&A on the Beatrice and Jacky fields as these assets have been fully written down.

 

As noted in the three months ended September 30, 2014 the DD&A charge is increased by over 40% as a result of fair value accounting associated with the business combinations.

 

An oil and gas inventory movement of $7.0 million was credited to cost of sales in YTD 2014 (YTD 2013: charge of $14.8 million). This comprised a $12.2m credit as a result of increased stocks arising from the timings of liftings, partially offset by a $5.2 million charge to cost of sales on the revaluation of stock mainly due to the reduction in oil price from $110/bbl at the beginning of the nine-month period compared to $95/bbl at September 30, 2014.

 

In YTD 2014 more barrels of oil were produced (2,763 kbbls) than sold (2,660 kbbls), again primarily as a result of the timing of Cook and Dons field liftings.

 

 

ADMINISTRATION & EXPLORATION & EVALUATION EXPENSES

Administration costs remain tightly controlled as the Company has grown the asset base

 

 

 

 

3-Months Ended Sep 30th

9-Months Ended Sep 30th

$'000

2014

2013

2014

2013

General & Administration

3,184

1,314

9,962

6,731

Share Based Payments

550

203

1,316

865

Total Administration Expenses

3,734

1,517

11,278

7,596

Non-recurring Valiant Acquisition Costs

-

-

-

10,235

Exploration & Evaluation

612

509

3,067

953

Impairment

7,971

-

10,866

-

Total

12,317

2,026

25,211

18,784

 

Three Months Ended September 30, 2014

Total administrative expenses increased in the quarter to $3.7 million (Q3 2013: $1.5 million). This was primarily driven by costs related to Norwegian operations of around $1.8 million, approximately half of which is recovered as a cash tax refund from the Norwegian government - the credit is recorded under Taxation. Share based payment expenses increased compared to Q3 2013 due to the expenditure phasing as a result of the timing of option grants coupled with a change in the timewriting profile.

 

Exploration and evaluation expenses of $0.6 million were recorded in the quarter (Q3 2013: $0.5 million) primarily associated with costs relating to Norwegian licences deemed non-commercial.

 

Impairment charges in the period reflect the $14.9 million write off ($5.7 million post tax) of Anglia, a Southern North Sea gas field which contributes under 1% of current revenues. As mentioned above this is due to the expectation that 2015 will be the last year of Anglia production given anticipated rising operating costs. This has been partially offset by a $6.9m credit ($3.5 million post tax) on the previously fully written down Jacky field as a result of a downwards revision to the latest Jacky decommissioning estimate.

 

Nine Months Ended September 30, 2014

Total administrative expenses increased in the period to $11.3 million (YTD 2013: $7.6 million) primarily due to an increase in general and administrative expenses as a result of the associated costs of an enlarged Ithaca group post the Valiant acquisition, particularly including Norway.

 

The impairment charge represents the aforementioned full write off of the carrying value of Anglia and the Jacky decommissioning provision release combined with the impairment of further costs of a capital nature recognised in the first quarter of 2014 on Beatrice and Jacky, both of which were fully written down at December 31, 2013 in anticipation of the re-transfer of Beatrice to Talisman.

 

 

FOREIGN EXCHANGE & FINANCIAL INSTRUMENTS

 

 

 

Three Months Ended September 30, 2014

A foreign exchange gain of $4.1 million was recorded in Q3 2014 (Q3 2013: $2.2 million gain). The majority of the Company's revenue is US dollar driven while expenditures are incurred in British pounds, US dollars and Euros. General volatility in the USD:GBP exchange rate is the primary driver behind the foreign exchange gains and losses, particularly on the revaluation of non US dollar bank accounts and working capital balances (USD:GBP at July 1, 2014: 1.70. USD:GBP at September 30, 2014: 1.62 with fluctuations between 1.61 and 1.72 during the quarter).

 

The Company recorded an overall $39.2 million gain on financial instruments for the quarter ended September 30, 2014 (Q3 2013: $15.8 million loss). $1.0 million of the gain was realised in the quarter and $38.2million relates to revaluation of future hedging instruments at September 30, 2014. The non-cash revaluation primarily related to a $36.8 million upward revaluation of oil hedges, due to an increase in value of oil swaps and put options based on the decrease in the Brent oil forward curve from the previous quarter end and the implied volatility at the end of the reporting period, coupled with a $1.4 million upwards revaluation of other financial instruments. The $1.0 million cash gain was realised in respect of instruments which expired during the quarter - comprising a $1.1 million realised gain on commodity hedges and a $0.1 million realised loss on interest rate instruments.

 

The Company does not apply hedge accounting, which can therefore lead to volatility in the results due to the impact of revaluing the financial instruments at each reporting period end. The Brent spot price closed at $95/bbl at September 30, 2014, a decrease from $111/bbl at June 30, 2014, resulting in a mark-to-market gain on commodity hedges that have been entered into to ensure realised prices of over $100/bbl are obtained for those volumes hedged.

 

Nine Months Ended September 30, 2014

A foreign exchange gain of $6.0 million was recorded in YTD 2014 (YTD 2013: $0.1 million). As highlighted above, general volatility in the USD:GBP exchange rate was the main driver behind the foreign exchange gain in YTD 2014 (USD:GBP at January 1, 2014: 1.65. USD:GBP at September 30, 2014: 1.62 with fluctuations between 1.61 and 1.72 during the period).

 

The Company recorded a $32.0 million gain on financial instruments for the nine months ended September 30, 2014 (YTD 2013: $5.5 million loss). The main contributor to the gain was the revaluation of instruments at September 30, 2014 which relates to instruments still held at the period end. This $33.1 million non-cash revaluation primarily related to a $33.5 million upward revaluation of oil hedges, a $4.0 million upwards revaluation of gas hedging instruments and a $0.1 million revaluation loss on interest rate swaps, partially offset by a $4.2 million revaluation loss on foreign exchange instruments. A $1.5 million cash loss was realised in respect of instruments which expired during the period - comprising a $5.2 million realised loss on commodity hedges and a $0.3 million realised loss on interest rate instruments, partially offset by a $4.0 million realised gain on foreign exchange instruments.

 

 

 

BUSINESS COMBINATIONS

GOODWILL

As a result of business combination accounting $54.4 million of negative goodwill was recognised in YTD 2013 in relation to the Valiant Acquisition (YTD 2014: Nil). A further $0.9 million of negative goodwill in relation to the Cook acquisition from Noble was recognised in Q1 2013, being a total of $55.3 million of negative goodwill recognised in YTD 2013 (YTD 2014: Nil).

 

It should be noted that the Summit acquisition resulted in a goodwill asset being recognised in the balance sheet as opposed to a credit to the income statement. The goodwill asset recognised on the acquisition of Summit was as a result of recognising a deferred tax liability as required under IFRS 3 fair value accounting for business combinations. Absent the deferred tax liability the price paid for the Summit assets approximates to the fair value of the assets.

 

GAIN ON FARM-OUT

In the nine months ended September 30, 2014, a gain of $2.2 million was recognised in the income statement as a result of the farm-out of the Company's cost commitments for and certain rights to the Handcross well, an exploration commitment acquired as part of the Valiant Acquisition. (Q3 2014: Nil and Q3 2013 and YTD 2013: $22.6m relating to the Handcross farm out to Euroil Exploration Limited.)

 

FINANCE COSTS

Three Months Ended September 30, 2014

Finance costs increased to $9.8 million in Q3 2014 (Q3 2013: $5.0 million). This rise primarily reflects interest and fees incurred in relation to the Company's increased debt financing facilities, and the drawdowns therefrom, including the senior notes completed in Q3 2014.

 

Nine Months Ended September 30, 2014

Finance costs increased to $21.9 million in YTD 2014 (YTD 2013: $12.2 million). This rise again primarily reflects increased interest and fees incurred in relation to additional drawings under the Company's RBL debt facility combined with interest on the senior notes. Debt drawn in the period has increased from $410 million in Q3 2013 to $776 million in Q3 2014.

 

The amount drawn under the Norwegian tax rebate facility has also increased from $34 million in Q3 2013 to $69 million in Q3 2014, contributing to the increase in finance costs in the period.

 

TAXATION

 

 

No UK tax anticipated to be payable prior to 2018

Three Months Ended September 30, 2014

A tax credit of $0.2 million was recognized in the quarter ended September 30, 2014 (Q3 2013: $8.2 million credit). A nil charge/credit relating to UK taxation arose due to a combination of the taxable loss generated and adjustments to deferred tax, primarily the UK Ring Fence Expenditure Supplement.

 

$1.7 million of the credit is due to Norwegian tax refunds, which have been generated as a result of exploration related expenditure, incurred by Ithaca's Norwegian operations during Q3 2014. Norwegian tax refunds totalling $78 million recognised on the balance sheet relate to Norwegian capital expenditure.

 

The offsetting $1.5 million charge in Q3 2014 relates to Petroleum Revenue Tax ("PRT") of 50% payable on cashflows generated by the Company's Wytch Farm field interest.

 

As a result of the above factors, profit after tax increased to $8.0 million (Q3 2013: $43.1 million).

 

No Corporation or Supplementary tax is expected to be payable prior to 2018 relating to upstream oil and gas activities as a result of the $1,306 million of UK tax losses available to the Company.

 

Nine Months Ended September 30, 2014

A tax credit of $19.8 million was recognised in the nine months ended September 30, 2014 (YTD 2013: $7.5 million charge). $16.9 million of this non-cash credit relates to UK taxation and is a product of the taxable loss generated and adjustments to deferred tax charge primarily relating to the UK Ring Fence Expenditure Supplement and share based payments.

 

$4.3 million of the credit is due to Norway tax credits which have been generated as a result of exploration expenditure incurred by Ithaca's Norwegian operations.

 

The offsetting $1.5 million charge relates to PRT of 50% payable on cashflows generated by the Company's Wytch Farm field interest.

 

As a result of the above factors, profit after tax increased to $25.0 million (YTD 2013: $100.4 million).

 

 

CAPITAL INVESTMENTS

Capital expenditure on development and production ("D&P") assets totalled $281 million in YTD 2014, excluding $8 million of decommissioning assets additions, in line with the Company's 2014 full year expectations. This related primarily to development drilling operations on the Stella field, subsea infrastructure installation activities for the GSA hub and the on-going modification works on the FPF-1, along with drilling of the Fionn sidetrack and also the Don Southwest "TJ" well. Additionally, there were a further $246 million of additions relating to the Summit acquisition reflecting the fair value of the acquired PP&E assets.

 

Capital expenditure on E&E assets in YTD 2014 was $34.8 million, offset by a $7.3 million release of the acquired E&E liability recognised at the time of the Valiant acquisition as well as a $1.4 million transfer from E&E to D&P assets relating to the Don NE (Ythan) development post approval of the Field Development Plan, resulting in a net addition of $26.1 million. Expenditure was primarily focused on the Trell and Lupus exploration wells in Norway where 78% of the cost is subsequently reimbursed by the Norwegian Government resulting in an E&E expenditure net of Norwegian tax refund of $23.7 million.

 

 

LIQUIDITY AND CAPITAL RESOURCES

Significant investment in development projects

 

$'000

Q3 2014

Q4 2013

Increase / (Decrease)

Cash & Cash Equivalents

59,048

63,435

(4,387)

Restricted cash

-

12,198

(12,198)

Trade & Other Receivables

361,496

335,877

25,619

Inventory

49,938

21,632

28,306

Other Current Assets

25,198

5,102

20,096

Trade & Other Payables

(486,345)

(472,396)

(13,949)

Net Working Capital*

9,335

(34,152)

(43,487)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company's liquidity requirements arise principally from capital investment and working capital demands. For the periods presented, Ithaca met its liquidity requirements primarily from ongoing cashflow generation from its producing assets and debt financing via drawings on the RBL Facility, the senior notes issued in July 2014 and Norwegian Tax Rebate Facility.

 

As at September 30, 2014, the Company had a net working capital balance of $9.3 million including a free cash balance of $59.0 million. Available cash has been, and is currently, invested in money market deposit accounts with BNP Paribas. Management has received confirmation from the financial institution that these funds are available on demand.

 

Cash and cash equivalents decreased in the nine months to September 30, 2014 as a result of investment in the ongoing Stella field development and substantially completing the capital investment programme in the Causeway Area, offset by the issue of the senior notes and net repayment of bank facilities in the nine-month period.

 

Trade and Other Receivables have increased in the nine months to September 30, 2014 predominantly due to an increase in receivables from partners on GSA related activities. A significant proportion of Ithaca's accounts receivable balance is with customers and co-venturers in the oil and gas industry and is subject to normal joint venture/ industry credit risks. The Company assesses partners' credit worthiness before entering into joint venture agreements. The Company regularly monitors all customer receivable balances outstanding in excess of 90 days. As at September 30, 2014 substantially all of the accounts receivable is current, being defined as less than 90 days. In the past, the Company has not experienced credit loss in the collection of accounts receivable.

 

Trade and Other Payables have increased in the nine months to September 30, 2014 due to the cash advances of $36 million under the Shell oil sales agreements partially offset by the unwinding of creditors and accruals in GSA.

 

At September 30, 2014, the Company had two UK debt facilities available being the $610 million RBL Facility and the $100 million corporate debt facility. At the quarter end, the Company had unused debt facilities totalling approximately $234 million (Q4 2013: $300 million), with approximately $476 million drawn under the RBL Facility. During the quarter the Company successfully completed an offering of $300 million 8.125% senior unsecured notes due July 2019.

 

The Company also has a Norwegian tax rebate facility of NOK 600 million (~$100 million), under which approximately $69 million was drawn as at September 30, 2014. An amendment to the Norwegian tax rebate facility size was executed during the quarter to increase the facility size from NOK 450 million (~$75 million) to NOK 600 million (~$100 million) and tenure to December 31, 2016.

 

During the quarter ended September 30, 2014 there was a cash inflow from operating, investing and financing activities of approximately $8.3 million (Q3 2013 $46.7 million).

 

Cashflow from operations

Cash generated from operating activities was $26.3 million, inclusive of the $12 million late 2013 SVT charge and $5.6 million oil stock revaluation. The principal contributing assets in the period were Dons, Cook and Wytch Farm.

Cashflow from financing activities

Cash generated from financing activities was $232.2 million primarily due to successful completion of the senior notes offering in July 2014.

Cashflow from investing activities

Costs incurred in investing activities were $243.8 million. The main components of capital expenditure related to the acquisition of the Summit Assets ($163.5 million net) combined with drilling of the fourth Stella development well, completion of installation activities on the FPF-1 mooring system, modification works on the FPF-1, and drilling operations on the Don Southwest TJ well. A further $5 million was also advanced to FPF-1 Limited, an associate company, in relation to hull modification costs.

 

Financing Facilities

The Company remains fully funded, with more than sufficient financial resources to cover anticipated future commitments from its existing cash balance, debt facilities, forecast cashflow from operations and senior notes issued during the quarter. No unusual trends or fluctuations are expected outside the ordinary course of business.

 

The Company is in compliance with all covenants related to its borrowing facilities. The key covenants on the Reserves Based Lending facility are forward looking in nature calculated using bank defined parameters and assumptions. The three key covenants are:

· A corporate cashflow projection showing total sources of funds exceed total forecast uses of funds for the following 12 months.

· The ratio of the net present value of cashflows secured under the RBL for the economic life of the fields to the amount drawn under the facility not falling below 1.15:1.

· The ratio of the net present value of cashflows secured under the RBL for the life of the debt facility to the amount drawn under the facility not falling below 1.05:1.

 

There are no financial maintenance covenant tests under the senior notes.

 

The principal covenants under the undrawn Corporate Facility are:

· The ratio of total debt to earnings before interest, tax, DD&A, impairment, exceptional or extraordinary expenditure and E&E write-offs ("EBITDAX"), calculated quarterly on a trailing 12-month basis as of the last day of each quarter, must not exceed 3.0:1 or 3.5:1 if any one of the two previously tested ratios have been at or below 3.0:1.

· The ratio of EBITDAX to total debt costs, calculated quarterly on a trailing 12-month basis as of the last day of each quarter, must not be less than 4.0:1.

 

Note no funds have or are forecast to be drawn under the Corporate facility.

 

The key covenant in the Norwegian Tax Refund Facility is the quarterly provision of a cashflow forecast showing that the Norwegian subsidiaries have available funds to execute planned activities for the year to December in each calendar year.

 

COMMITMENTS

 

$'000

1 Year

2-5 Years

5+ Years

Office Leases

985

2,311

-

Other Operating Leases

12,223

7,247

-

Exploration Licence Fees

400

-

-

Engineering

62,182

8,237

-

Rig Commitments

20,786

-

-

Total

96,575

17,884

-

 

The engineering financial commitments relate to the Company's share of committed capital expenditure on the GSA development, as well as ongoing capital expenditure on existing producing fields. Rig commitments reflect rig hire costs committed in relation to the anticipated Stella wells as well as committed rig hire costs relating to the Don NE well. As stated above, these commitments are expected to be funded through the Company's existing cash balance, forecast cashflow from operations and its available debt facility.

 

 

FINANCIAL INSTRUMENTS

All financial instruments are initially measured in the balance sheet at fair value. Subsequent measurement of the financial instruments is based on their classification. The Company has classified each financial instrument into one of these categories:

 

Financial Instrument Category

Ithaca Classification

Subsequent Measurement

Held-for-trading

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

Fair Value with changes recognised in net income

Held-to-maturity

-

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

Loans and Receivables

Accounts receivable

Other financial liabilities

Accounts payable, operating bank loans, accrued liabilities

 

The classification of all financial instruments is the same at inception and at September 30, 2014.

 

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

 

 

 

 

 

 

Three months ended September 30th

Nine months ended

September 30th

$'000

2014

2013

2014

2013

Revaluation Forex Forward Contracts

-

9,723

(4.171)

8,251

Revaluation of Interest Rate Swaps

100

-

(134)

-

Revaluation of Other Long Term Liability

716

(90)

346

64

Revaluation of Commodity Hedges

37,373

(22,945)

37,445

(25,389)

Total Revaluation (Loss) / Gain

38,189

(13,312)

33,486

(17,074)

Realised Gain on Forex Contracts

-

1,185

4,028

1,729

Realised Gain/(Loss) on Commodity Hedges

1,122

(3,687)

(5,219)

9,873

Realised Loss on Interest Rate swaps

(82)

-

(305)

-

Total Realised (Loss) / Gain

1,040

(2,502)

(1,497)

11,602

Total Gain/(Loss) on Financial Instruments

39,229

(15,814)

31,989

(5,472)

 

 

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

 

Derivative

Term

Volumebbl

Average Price$/bbl

Oil Swaps

October 2014 - June 2016

2,774,205

102

Put Options

October 2014 - June 2016

1,225,835

103

Derivative

Term

VolumeTherms

Average Pricep/therm

Gas Swaps

October 2014 - December 2014

404,800

67

Gas Puts

October 2015 - June 2017

187,300,000

63

From October 1 , 2014 the Company had the following hedging in place:

 

Oil Hedging

· 4.0 million barrels of oil production over the next 2 years hedged at $102/bbl, 70% swaps / 30% puts ($100/bbl net of put premiums). This hedging underpins approximately $400 million of revenue while retaining oil price upside on a third of the hedged volume.

Gas Hedging

· Approximately 190 million therms (20 Bcf) of gas sales hedged at a floor price of £0.58/therm (~$10/MMBTU) out until gas year 2016. This hedging underpins approximately $190 million of revenue (net of all hedging costs) while retaining upside to rising gas prices beyond £0.63/therm on 100% of the hedged volume.

 

The Company also enters into interest rate swaps as a measure of hedging its exposure to interest rate risks on the loan facilities. From October 1, 2014, the Company has hedged interest payments on $200 million of debt at 0.44% until 31 December 2015 through interest rate swaps.

 

 

 

 

QUARTERLY RESULTS SUMMARY

 

Restated1

$'000

30 Sep 2014

30 Jun 2014

31 Mar 2014

31 Dec 2013

30 Sep 2013

30 Jun 2013

31 Mar 2013

31 Dec 2012

Revenue

90,094

99,931

96,600

111,696

114,112

128,360

59,769

52,566

Profit After Tax

7,954

659

16,365

44,242

43,145

53,828

3,472

45,347

Earnings per share "EPS" - Basic2

0.02

0.00

0.05

0.14

0.14

0.18

0.01

0.17

EPS - Diluted2

0.02

0.00

0.05

0.13

0.13

0.17

0.01

0.17

Common shares outstanding (000)

329,519

328,399

326,195

323,634

317,366

317,366

259,953

259,920

1 Q2-13 and Q3-13 restated to account for adjustment to Valiant acquisition accounting

2 Based on weighted average number of shares

 

The most significant factors to have affected the Company's results during the above quarters, other than transactions such as the Valiant acquisition, are fluctuations in underlying commodity prices and movement in production volumes. The Company has utilized forward sales contracts and foreign exchange contracts to take advantage of higher commodity prices while reducing the exposure to price volatility. These contracts can cause volatility in profit after tax as a result of unrealized gains and losses due to movements in the oil price and USD: GBP exchange rate.

 

OUTSTANDING SHARE INFORMATION

The Company's common shares are traded on the Toronto Stock Exchange ("TSX") in Canada under the symbol "IAE" and on the Alternative Investment Market ("AIM") in the United Kingdom under the symbol "IAE".

 

As at September 30, 2014 and November 11, 2014, Ithaca had 329,518,620 common shares outstanding along with 15,682,164 options outstanding to employees and directors to acquire common shares.

 

 

 

September 30, 2014

Common Shares Outstanding

329,518,620

Share Price(1)

$1.88 / Share

Total Market Capitalisation

$619,495,006

(1) Represents the TSX close price (CAD$2.10) on September 30, 2014. US$:CAD$ 0.8933 on September 30, 2014

 

 

 

CONSOLIDATION

The consolidated financial statements of the Company and the financial data contained in this management's discussion and analysis ("MD&A") are prepared in accordance with IFRS.

 

The consolidated financial statements include the accounts of Ithaca and its whollyowned subsidiaries, listed below, and its associates FPU Services Limited ("FPU") and FPF1 Limited ("FPF1").

 

Wholly owned subsidiaries:

Ithaca Energy (Holdings) Limited ("Ithaca Holdings"),

Ithaca Energy (UK) Limited ("Ithaca UK"),

Ithaca Minerals North Sea Limited ("Ithaca Minerals")

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

Ithaca Petroleum Limited (formerly Valiant Petroleum plc)

Ithaca Causeway Limited (formerly Valiant Causeway Limited)

Ithaca Exploration Limited (formerly Valiant Exploration Limited)

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

Ithaca Gamma Limited (formerly Valiant Gamma Limited)

Ithaca Epsilon Limited (formerly Valiant Epsilon Limited)

Ithaca Delta Limited (formerly Valiant Delta Limited)

Ithaca North Sea Limited (formerly Valiant North Sea Limited)

Ithaca Petroleum Holdings AS (formerly Valiant Petroleum Holdings AS)

Ithaca Petroleum Norge AS (formerly Valiant Petroleum Norge AS)

Ithaca Technology AS (formerly Valiant Technology AS)

Ithaca AS (formerly Querqus AS)

Ithaca Petroleum EHF (formerly Valiant Petroleum EHF)

Ithaca SPL Limited (formerly Summit Petroleum Limited)

Ithaca SP UK Limited (formerly Summit Petroleum UK Limited)

Ithaca Dorset Limited (formerly Summit Dorset Limited)

Ithaca Pipeline Limited (formerly Summit Pipeline Limited)

 

The consolidated financial statements include, from July 31, 2014 only (being the acquisition date), the consolidated financial statements of the Summit group of companies and from April 19, 2013 only (being the acquisition date), the consolidated financial statements of the Valiant group of companies.

 

All intercompany transactions and balances have been eliminated on consolidation. A significant portion of the Company's North Sea oil and gas activities are carried out jointly with others. The consolidated financial statements reflect only the Company's proportionate interest in such activities.

 

 

CRITICAL ACCOUNTING ESTIMATES

Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These accounting policies are discussed below and are included to aid the reader in assessing the critical accounting policies and practices of the Company and the likelihood of materially different results being reported. Ithaca's management reviews these estimates regularly. The emergence of new information and changed circumstances may result in actual results or changes to estimated amounts that differ materially from current estimates.

 

The following assessment of significant accounting policies and associated estimates is not meant to be exhaustive. The Company might realize different results from the application of new accounting standards promulgated, from time to time, by various rule-making bodies.

 

Capitalized costs relating to the exploration and development of oil and gas reserves, along with estimated future capital expenditures required in order to develop proved and probable reserves are depreciated on a unit-of-production basis, by asset, using estimated proved and probable reserves as adjusted for production.

 

A review is carried out each reporting date for any indication that the carrying value of the Company's D&P assets may be impaired. For D&P assets where there are such indications, an impairment test is carried out on the Cash Generating Unit ("CGU"). Each CGU is identified in accordance with IAS 36. The Company's CGUs are those assets which generate largely independent cash flows and are normally, but not always, single developments or production areas. The impairment test involves comparing the carrying value with the recoverable value of an asset. The recoverable amount of an asset is determined as the higher of its fair value less costs to sell and value in use, where the value in use is determined from estimated future net cash flows. Any additional depreciation resulting from the impairment testing is charged to the Statement of Income.

 

Goodwill is tested annually for impairment and also when circumstances indicate that the carrying value may be at risk of being impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill relates. Where the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized in the Statement of Income. Impairment losses relating to goodwill cannot be reversed in future periods.

 

Recognition of decommissioning liabilities associated with oil and gas wells are determined using estimated costs discounted based on the estimated life of the asset. In periods following recognition, the liability and associated asset are adjusted for any changes in the estimated amount or timing of the settlement of the obligations. The liability is accreted up to the actual expected cash outlay to perform the abandonment and reclamation. The carrying amounts of the associated assets are depleted using the unit of production method, in accordance with the depreciation policy for development and production assets. Actual costs to retire tangible assets are deducted from the liability as incurred.

 

All financial instruments are initially recognized at fair value on the balance sheet. The Company's financial instruments consist of cash, restricted cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities and the long term liability on the Beatrice acquisition. Measurement in subsequent periods is dependent on the classification of the respective financial instrument.

 

In order to recognize share based payment expense, the Company estimates the fair value of stock options granted using assumptions related to interest rates, expected life of the option, volatility of the underlying security and expected dividend yields. These assumptions may vary over time.

 

The determination of the Company's income and other tax liabilities / assets requires interpretation of complex laws and regulations. Tax filings are subject to audit and potential reassessment after the lapse of considerable time. Accordingly, the actual income tax liability may differ significantly from that estimated and recorded on the financial statements.

 

The accrual method of accounting will require management to incorporate certain estimates of revenues, production costs and other costs as at a specific reporting date. In addition, the Company must estimate capital expenditures on capital projects that are in progress or recently completed where actual costs have not been received as of the reporting date.

 

CONTROL ENVIRONMENT

The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as at September 30, 2014, and concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its annual filings, interim filings and other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and such information is accumulated and communicated to the Company's management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosures.

 

The Chief Executive Officer and Chief Financial Officer have designed, or have caused such internal controls over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company's financial statements for external purposes in accordance with IFRS including those policies and procedures that:

 

(a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

 

(b) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

(c) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the annual financial statements or interim financial statements.

 

The Chief Executive Officer and Chief Financial Officer performed an assessment of internal control over financial reporting as at September 30, 2014, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and concluded that internal control over financial reporting is effective with no material weaknesses identified.

 

Based on their inherent limitations, disclosure controls and procedures and internal controls over financial reporting may not prevent or detect misstatements and even those options determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of September 30, 2014, there were no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

CHANGES IN ACCOUNTING POLICIES

On January 1, 2011, the Company adopted IFRS using a transition date of January 1, 2010. The financial statements for the period ended September 30, 2014, including required comparative information, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB").

 

The Company elected to present all acquisitions since the IFRS transition date as business combinations in accordance with IFRS 3(R).

 

One impact of accounting for acquisitions as business combinations is the recognition of asset values, upon which the DD&A rate is calculated as pre-tax fair values and the recognition of a deferred tax liability on estimated future cash flows. With current tax rates at 62% this increases the DD&A charge for such assets. An offsetting reduction is recognised in the deferred tax charged through the consolidated statement of income.

 

New and amended standards and interpretations need to be adopted in the first interim financial statements issued after their effective date (or date of early adoption). There are no new IFRSs of IFRICs that are effective for the first time for this interim period that would be expected to have a material impact on the Company.

ADDITIONAL INFORMATION

Non-IFRS Measures

'Cashflow from operations' referred to in this MD&A is not prescribed by IFRS. This non-IFRS financial measure does not have any standardized meaning and therefore is unlikely to be comparable to similar measures presented by other companies. The Company uses this measure to help evaluate its performance. As an indicator of the Company's performance, cashflow from operations should not be considered as an alternative to, or more meaningful than, net cash from operating activities as determined in accordance with IFRS. The Company considers Cashflow from operations to be a key measure as it demonstrates the Company's underlying ability to generate the cash necessary to fund operations and support activities related to its major assets. Cashflow from operations is determined by adding back changes in non-cash operating working capital to cash from operating activities.

 

'Net working capital' referred to in this MD&A is not prescribed by IFRS. Net working capital includes total current assets less trade & other payables. Net working capital may not be comparable to other similarly titled measures of other companies, and accordingly Net working capital may not be comparable to measures used by other companies.

 

Off Balance Sheet Arrangements

The Company has certain lease agreements and rig commitments which were entered into in the normal course of operations, all of which are disclosed under the heading "Commitments", above. Leases are treated as either operating leases or finance leases based on the extent to which risks and rewards incidental to ownership lie with the lessor or the lessee under IAS 17. No asset or liability value has been assigned to any leases on the balance sheet as at September 30, 2014.

 

Related Party Transactions

A director of the Company is a partner of Burstall Winger Zammit LLP who acts as counsel for the Company. The amount of fees paid to Burstall Winger Zammit LLP in Q3 2014 was $0.0 million (Q3 2013: $0.3 million). These transactions are in the normal course of business and are conducted on normal commercial terms with consideration comparable to those charged by third parties.

 

As at September 30, 2014 the Company had a loan receivable from FPF-1 Ltd, an associate of the Company, for $57.4 million (December 31, 2013: 31.6 million) as a result of the completion of the GSA transactions.

 

BOE Presentation

The calculation of boe is based on a conversion rate of six thousand cubic feet of natural gas ("mcf") to one barrel of crude oil ("bbl"). The term boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 mcf: 1 bbl, utilizing a conversion ratio at 6 mcf: 1 bbl may be misleading as an indication of value.

 

Well Test Results

Certain well test results disclosed in this MD&A represent short-term results, which may not necessarily be indicative of long-term well performance or ultimate hydrocarbon recovery there from. Full pressure transient and well test interpretation analyses have not been completed and as such the flow test results contained in this MD&A should be considered preliminary until such analyses have been completed.

 

 

 

RISKS AND UNCERTAINTIES

The business of exploring for, developing and producing oil and natural gas reserves is inherently risky. There is substantial risk that the manpower and capital employed will not result in the finding of new reserves in economic quantities. There is a risk that the sale of reserves may be delayed due to processing constraints, lack of pipeline capacity or lack of markets. The Company is dependent upon the production rates and oil price to fund the current development program.

 

For additional detail regarding the Company's risks and uncertainties, refer to the Company's Annual Information Form dated March 28, 2014, (the "AIF") filed on SEDAR at www.sedar.com.

RISK

MITIGATIONS

Commodity Price Volatility

The Company's performance is significantly impacted by prevailing oil and natural gas prices, which are primarily driven by supply and demand as well as economic and political factors.

 

In order to mitigate the risk of fluctuations in oil and gas prices, the Company routinely executes commodity price derivatives, predominantly in relation to oil production, as a means of establishing a floor in realised prices.

Foreign Exchange Risk

The Company is exposed to financial risks including financial market volatility and fluctuation in various foreign exchange rates.

Given the proportion of development capital expenditure and operating costs incurred in currencies other than the US Dollar, the Company routinely executes hedges to mitigate foreign exchange rate risk on committed expenditure and / or draws debt in GB Sterling to settle Sterling costs which will be repaid from surplus Sterling generated revenues derived from Stella gas sales.

Interest Rate Risk

The Company is exposed to fluctuation in interest rates, particularly in relation to the debt facilities entered into.

In order to mitigate the fluctuations in interest rates, the Company routinely reviews cost exposures as a result of varying rates and assesses the need to lock in interest rates.

 

Debt Facility Risk

The Company is exposed to borrowing risks relating to drawdown of its debt facilities (the "Facilities"). The ability to drawdown the Facilities is based on the Company meeting certain covenants including coverage ratio tests, liquidity tests and development funding tests, which are determined by a detailed economic model of the Company. There can be no assurance that the Company will satisfy such tests in the future in order to have access to the full amount of the Facilities.

The Facilities include covenants which restrict, among other things, the Company's ability to incur additional debt or dispose of assets.

As is standard to a credit facility, the Company's and Ithaca Energy (UK) Limited's assets have been pledged as collateral and are subject to foreclosure in the event the Company or Ithaca Energy (UK) Limited's defaults on the Facilities.

The Company believes that there are no circumstances at present that result in its failure to meet the financial tests and it can therefore draw down upon its Facilities.

The Company routinely produces detailed cashflow forecasts to monitor its compliance with the financial tests and liquidity requirements of the Facilities.

 

Financing Risk

To the extent cashflow from operations and the Facilities' resources are ever deemed not adequate to fund Ithaca's cash requirements, external financing may be required. Lack of timely access to such additional financing, or access on unfavourable terms, could limit Ithaca's ability to make the necessary capital investments to

The Company has established a fully funded business plan and routinely monitors its detailed cashflow forecasts and liquidity requirements to maintain its funding requirements.

The Company believes that there are no circumstances at present that would lead to selected divestment, delays to existing programs

 

maintain or expand its current business and to make necessary principal payments under the Facilities may be impaired.

A failure to access adequate capital to continue its expenditure program may require that the Company meet any liquidity shortfalls through the selected divestment of all or a portion of its portfolio or result in delays to existing development programs.

or a default relating to the Facilities.

Third Party Credit Risk

The Company is and may in the future be exposed to third party credit risk through its contractual arrangements with its current and future joint venture partners, marketers of its petroleum production and other parties.

The Company extends unsecured credit to these and certain other parties, and therefore, the collection of any receivables may be affected by changes in the economic environment or other conditions affecting such parties.

 

The Company believes this risk is mitigated by the financial position of the parties. The joint venture partners in those assets operated by the Company are largely well financed international companies. Where appropriate, a cash call process has been implemented with partners to cover high levels of anticipated capital expenditure thereby reducing any third party credit risk.

 

All of the Company's oil production is sold, depending on the field, to either BP Oil International Limited or Shell Trading International Ltd. Gas production is sold through contracts with RWE NPower PLC, Hess Energy Gas Power (UK) Ltd, Shell UK Ltd. and Esso Exploration & Production UK Ltd. Each of these parties has historically demonstrated their ability to pay amounts owing to Ithaca. The Company has not experienced any material credit loss in the collection of accounts receivable to date.

Property Risk

The Company's properties will be generally held in the form of licenses, concessions, permits and regulatory consents ("Authorisations"). The Company's activities are dependent upon the grant and maintenance of appropriate Authorisations, which may not be granted; may be made subject to limitations which, if not met, will result in the termination or withdrawal of the Authorisation; or may be otherwise withdrawn. Also, in the majority of its licenses, the Company is a joint interest-holder with other third parties over which it has no control. An Authorisation may be revoked by the relevant regulatory authority if the other interest-holder is no longer deemed to be financially credible. There can be no assurance that any of the obligations required to maintain each Authorisation will be met. Although the Company believes that the Authorisations will be renewed following expiry or granted (as the case may be), there can be no assurance that such authorisations will be renewed or granted or as to the terms of such renewals or grants. The termination or expiration of the Company's Authorisations may have a material adverse effect on the Company's results of operations and business.

The Company has routine ongoing communications with the UK oil and gas regulatory body, the Department of Energy and Climate Change ("DECC") as well as Norwegian authorities. Regular communication allows all parties to an Authorisation to be fully informed as to the status of any Authorisation and ensures the Company remains updated regarding fulfilment of any applicable requirements.

 

 

 

 

Operational Risk

The Company is subject to the risks associated with owning oil and natural gas properties, including environmental risks associated with air, land and water. All of the Company's operations are conducted offshore on the United Kingdom Continental Shelf and as such, Ithaca is exposed to operational risk associated with weather delays that can result in a material delay in project execution. Third parties operate some of the assets in which the Company has interests. As a result, the Company may have limited ability to exercise influence over the operations of these assets and their associated costs. The success and timing of these activities may be outside the Company's control.

There are numerous uncertainties in estimating the Company's reserve base due to the complexities in estimating the magnitude and timing of future production, revenue, expenses and capital.

The Company acts at all times as a reasonable and prudent operator and has non-operated interests in assets where the designated operator is required to act in the same manner. The Company takes out market insurance to mitigate many of these operational, construction and environmental risks.

The Company uses experienced service providers for the completion of work programmes.

The Company uses the services of Sproule International Limited ("Sproule") to independently assess the Company's reserves on an annual basis.

 

 

Competition Risk

In all areas of the Company's business, there is competition with entities that may have greater technical and financial resources.

The Company places appropriate emphasis on ensuring it attracts and retains high quality resources and sufficient financial resources to enable it to maintain its competitive position.

Weather Risk

In connection with the Company's offshore operations being conducted in the North Sea, the Company is especially vulnerable to extreme weather conditions. Delays and additional costs which result from extreme weather can result in cost overruns, delays and, ultimately, in certain operations becoming uneconomic.

The Company takes potential delays as a result of adverse weather conditions into consideration in preparing budgets and forecasts and seeks to include an appropriate buffer in its all estimates of costs, which could be adversely affected by weather.

Reputation Risk

In the event a major offshore incident were to occur in respect of a property in which the Company has an interest, the Company's reputation could be severely harmed

The Company's operational activities are conducted in accordance with approved policies, standards and procedures, which are then passed on to the Company's subcontractors. In addition, Ithaca regularly audits its operations to ensure compliance with established policies, standards and procedures.

 

 

FORWARD-LOOKING INFORMATION

This MD&A and any documents incorporated by reference herein contain certain forward-looking statements and forward-looking information which are based on the Company's internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, including, among other things, assumptions with respect to production, future capital expenditures, future acquisitions and cash flow. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe", "could", "scheduled", "targeted", "approximately" and similar expressions are intended to identify forward-looking statements and forward-looking information. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements or information. The Company believes that the expectations reflected in those forward-looking statements and information are reasonable but no assurance can be given that these expectations, or the assumptions underlying these expectations, will prove to be correct and such forward-looking statements and information included in this MD&A and any documents incorporated by reference herein should not be unduly relied upon. Such forward-looking statements and information speak only as of the date of this MD&A and any documents incorporated by reference herein and the Company does not undertake any obligation to publicly update or revise any forward-looking statements or information, except as required by applicable laws.

 

In particular, this MD&A and any documents incorporated by reference herein, contains specific forward-looking statements and information pertaining to the following:

· The quality of and future net revenues from the Company's reserves;

· Oil, natural gas liquids ("NGLs") and natural gas production levels;

· Commodity prices, foreign currency exchange rates and interest rates;

· Capital expenditure programs and other expenditures;

· The sale, farming in, farming out or development of certain exploration properties using third party resources;

· Supply and demand for oil, NGLs and natural gas;

· The Company's ability to raise capital;

· The continued availability of the Facilities;

· The Company's acquisition strategy, the criteria to be considered in connection therewith and the benefits to be derived therefrom;

· The realization of anticipated benefits from acquisitions and dispositions, including the acquisition of the Summit Assets;

· The Company's ability to continually add to reserves;

· Schedules and timing of certain projects and the Company's strategy for growth;

· The Company's future operating and financial results;

· The ability of the Company to optimize operations and reduce operational expenditures;

· Treatment under governmental and other regulatory regimes and tax, environmental and other laws;

· Production rates;

· The ability of the company to continue operating in the face of inclement weather;

· Targeted production levels; and

· Timing and cost of the development of the Company's reserves.

 

With respect to forward-looking statements contained in this MD&A and any documents incorporated by reference herein, the Company has made assumptions regarding, among other things:

· Ithaca's ability to obtain additional drilling rigs and other equipment in a timely manner, as required;

· Access to third party hosts and associated pipelines can be negotiated and accessed within the expected timeframe;

· FDP approval and operational construction and development is obtained within expected timeframes;

· The Company's development plan for the Stella and Harrier discoveries will be implemented as planned;

· The Company's ability to keep operating during periods of harsh weather;

· Reserves volumes assigned to Ithaca's properties;

· Ability to recover reserves volumes assigned to Ithaca's properties;

· Revenues do not decrease below anticipated levels and operating costs do not increase significantly above anticipated levels;

· Future oil, NGLs and natural gas production levels from Ithaca's properties and the prices obtained from the sales of such production;

· The level of future capital expenditure required to exploit and develop reserves;

· Ithaca's ability to obtain financing on acceptable terms, in particular, the Company's ability to access the Facilities;

· The continued ability of the Company to collect amounts receivable from third parties who Ithaca has provided credit to;

· Ithaca's reliance on partners and their ability to meet commitments under relevant agreements; and,

· The state of the debt and equity markets in the current economic environment.

 

The Company's actual results could differ materially from those anticipated in these forward-looking statements and information as a result of assumptions proving inaccurate and of both known and unknown risks, including the risk factors set forth in this MD&A and under the heading "Risk Factors" in the AIF and the documents incorporated by reference herein, and those set forth below:

· Risks associated with the exploration for and development of oil and natural gas reserves in the North Sea;

· Risks associated with offshore development and production including risks of inclement weather and the unavailability of transport facilities;

· Operational risks and liabilities that are not covered by insurance;

· Volatility in market prices for oil, NGLs and natural gas;

· The ability of the Company to fund its substantial capital requirements and operations;

· Risks associated with ensuring title to the Company's properties;

· Changes in environmental, health and safety or other legislation applicable to the Company's operations, and the Company's ability to comply with current and future environmental, health and safety and other laws;

· The accuracy of oil and gas reserve estimates and estimated production levels as they are affected by the Company's exploration and development drilling and estimated decline rates;

· The Company's success at acquisition, exploration, exploitation and development of reserves;

· Risks associated with realisation of anticipated benefits of acquisitions, including the Summit acquisition;

· Risks related to changes to government policy with regard to offshore drilling;

· The Company's reliance on key operational and management personnel;

· The ability of the Company to obtain and maintain all of its required permits and licenses;

· Competition for, among other things, capital, drilling equipment, acquisitions of reserves, undeveloped lands and skilled personnel;

· Changes in general economic, market and business conditions in Canada, North America, the United Kingdom, Europe and worldwide;

· Actions by governmental or regulatory authorities including changes in income tax laws or changes in tax laws, royalty rates and incentive programs relating to the oil and gas industry including any increase in UK or Norwegian taxes;

· Adverse regulatory rulings, orders and decisions; and

· Risks associated with the nature of the common shares.

 

Additional Reader Advisories

The information in this MD&A is provided as of November 12, 2014. The Q3 2014 results have been compared to the results of the comparative period in 2013. This MD&A should be read in conjunction with the Company's unaudited consolidated financial statements as at September 30, 2014 and 2013 and with the Company's audited consolidated financial statements as at December 31, 2013 together with the accompanying notes and Annual Information Form ("AIF") for the year ended December 31, 2013. Copies of these documents are available without charge from Ithaca or electronically on the internet on Ithaca's SEDAR profile at www.sedar.com.

 

 

 

Consolidated Statement of Income

For the three and nine months ended 30 September 2014 and 2013

(unaudited)

Restated*

Restated*

Three months ended 30 Sept

Nine months ended 30 Sept

Note

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

Revenue

 

5

90,094

114,112

289,665

302,241

Operating costs

6

(68,819)

(41,893)

(161,979)

(108,275)

Oil purchases

(270)

(34)

(1,061)

(981)

Movement in oil and gas inventory

6

3,312

6,915

7,047

(14,798)

Depletion, depreciation and amortisation

(37,809)

(46,207)

(121,580)

(111,925)

Cost of sales

(103,586)

(81,219)

(277,573)

(235,979)

Gross (Loss)/ Profit

(13,492)

32,893

12,092

66,262

Exploration and evaluation expenses

12

(612)

(509)

(3,067)

(953)

Impairment of assets

 

(7,971)

-

(10,866)

-

Administrative expenses

(3,734)

(1,518)

(11,278)

(7,596)

Non-recurring Valiant acquisition costs

-

-

-

(10,235)

Total Administrative expenses

7

(3,734)

(1,518)

(11,278)

(17,831)

Operating (Loss)/Profit

(25,809)

30,866

(13,119)

47,478

Foreign exchange

4,147

2,212

5,978

137

Gain/(Loss) on financial instruments

29

39,229

(15,814)

31,989

(5,472)

Release of exploration obligation

19

-

22,649

2,190

22,649

Negative goodwill

-

-

-

55,333

Profit Before Interest and Tax

17,567

39,913

27,038

120,125

Finance costs

8

(9,844)

(4,956)

(21,865)

(12,233)

Interest income

4

3

46

45

Profit Before Tax

7,727

34,960

5,219

107,937

Taxation

27

227

8,183

19,763

(7,492)

Profit After Tax

7,954

43,143

24,982

100,445

Earnings per share

Basic

26

0.02

0.14

0.08

0.34

Diluted

26

0.02

0.13

0.08

0.34

 

* Refer to Note 2, Basis of Preparation for further details on the nature of the restatement.

 

No separate statement of comprehensive income has been prepared as all such gains and losses have been incorporated in the consolidated statement of income above.

 

The accompanying notes on pages 6 to 24 are an integral part of the financial statements.

 

 

Consolidated Statement of Financial Position

(unaudited)

Note

30 September

2014

US$'000

31 December 2013

US$'000

ASSETS

Current assets

Cash and cash equivalents

59,048

63,435

Restricted cash

9

-

12,198

Accounts receivable

10

355,185

314,727

Deposits, prepaid expenses and other

6,311

21,150

Inventory

11

49,938

21,632

Derivative financial instruments

30

25,198

5,102

495,680

438,244

Non current assets

Long-term receivable

32

57,405

31,655

Long-term inventory

11

8,126

8,126

Investment in associate

16

18,337

18,337

Exploration and evaluation assets

12

80,729

57,628

Property, plant & equipment

13

1,821,513

1,423,712

Goodwill

15

137,114

985

2,123,224

1,540,443

Total assets

2,618,904

1,978,687

LIABILITIES AND EQUITY

Current liabilities

Trade and other payables

18

(486,345)

(472,396)

Exploration obligations

19

(5,593)

(12,859)

(491,938)

(485,255)

Non current liabilities

Borrowings

17

(830,681)

(432,243)

Decommissioning liabilities

20

(222,890)

(172,047)

Other long term liabilities

21

(32,122)

(6,037)

Contingent consideration

23

(4,000)

(4,000)

Derivative financial instruments

30

(199)

(15,550)

Deferred tax liability

27

(143,964)

(9,909)

(1,233,856)

(639,786)

Net Assets

893,110

853,646

Equity attributable equity holders

Share capital

24

(551,632)

535,716

Share based payment reserve

25

(17,820)

19,254

Retained earnings

(323,658)

298,676

Shareholders' Equity

(893,110)

853,646

The financial statements were approved by the Board of Directors on 12 November 2014 and signed on its behalf by:

"Jay Zammit"

Director

 "Les Thomas"

Director

 

The accompanying notes on pages 6 to 24 are an integral part of the financial statements.

 

 

 

Consolidated Statement of Changes in Equity

(unaudited)

Share Capital

Share based

payment

reserve

Retained Earnings

 

Total

 

US$'000

US$'000

US$'000

US$'000

Balance, 1 Jan 2013

431,318

20,340

153,990

605,648

Net income for period

-

-

100,445

100,445

Total comprehensive income

431,318

20,340

254,435

706,093

 

Shares issued

 

93,005

 

-

 

-

 

93,005

Share based payment

-

2,917

-

2,917

Options exercised

585

(257)

-

328

Balance, 30 September 2013

524,908

23,000

254,435

802,343

Balance, 1 Jan 2014

535,716

19,254

298,676

853,646

Share based payment

-

4,810

-

4,810

Options exercised

15,916

(6,244)

-

9,672

Net income for the period

-

-

24,982

24,982

Balance, 30 September 2014

551,632

17,820

323,658

893,110

 

The accompanying notes on pages 6 to 24 are an integral part of the financial statements.

 

 

 

Consolidated Statement of Cash Flow

For the three and nine months ended 30 Sept 2014 and 2013

(unaudited)

Restated*

Restated*

Three months ended 30 Sept

Nine months ended 30 Sept

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

CASH PROVIDED BY (USED IN):

Operating activities

Profit Before Tax

7,727

34,960

(5,219)

107,937

Adjustments for:

Depletion, depreciation and amortisation

37,809

46,206

121,580

111,925

Exploration and evaluation expenses

612

509

3,067

953

Impairment

7,971

-

10,866

-

Share based payment

550

203

1,316

865

Loan fee amortisation

1,203

592

3,052

1,777

Revaluation of financial instruments

(38,189)

13,312

(33,495)

17,074

Movement in goodwill

-

-

-

(55,333)

Gain on disposal

-

-

(2,190)

-

Gain on exploration obligation release

-

(22,321)

-

(22,321)

Accretion

1,543

1,375

4,162

2,965

Bank interest & charges

7,099

2,949

14,582

7,405

Valiant acquisition fees

-

-

-

5,032

Cashflow from operations

26,325

77,785

128,159

178,289

Changes in inventory, receivables and payables relating to operating activities

11,242

(7,925)

33,390

19,950

Net cash from operating activities

37,567

69,860

161,549

198,229

Investing activities

Acquisition of Valiant

-

-

-

(200,636)

Cash acquired on acquisition of Valiant

-

-

-

11,611

Valiant acquisition fees

-

-

-

(5,032)

Acquisition of Cook

-

-

-

(33,370)

Acquisition of Summit

(163,541)

-

(163,541)

-

Capital expenditure

(75,157)

(139,304)

(305,638)

(196,943)

Loan to associate

(5,077)

-

(25,931)

-

Proceeds on disposal

-

-

2,190

-

Changes in receivables and payables relating to investing activities

(16,787)

63,136

(76,758)

(22,133)

Net cash used in investing activities

(260,562)

(76,168)

(569,678)

(446,503)

Financing activities

Proceeds from issuance of shares

2,106

-

9,673

328

(Increase) / decrease in restricted cash

12,608

-

12,608

(3,226)

Derivatives

(1,050)

(3,249)

(2,365)

(12,876)

Loan (repayment)/draw down

(73,139)

58,123

98,726

319,041

Senior notes

300,000

-

300,000

-

Bank interest & charges

(8,370)

(2,816)

(18,555)

(8,321)

Net cash from financing activities

232,155

52,058

400,087

294,946

Currency translation differences relating to cash

(865)

929

3,655

(4,276)

Increase / (decrease) in cash and cash equiv.

8,296

46,679

(4,387)

42,397

Cash and cash equivalents, beginning of period

50,753

27,091

63,435

31,374

Cash and cash equivalents, end of period

59,048

73,770

59,048

73,770

 

The accompanying notes on pages 6 to 24 are an integral part of the financial statements.

 

* Refer to Note 2, Basis of Preparation for further details on the nature of the restatement.

 

 1. NATURE OF OPERATIONS

 

Ithaca Energy Inc. (the "Corporation" or "Ithaca"), incorporated and domiciled in Alberta, Canada on 27 April 2004, is a publicly traded company involved in the exploration, development and production of oil and gas in the North Sea. The Corporation's registered office is 1600, 333 - 7th Avenue S.W., Calgary, Alberta, Canada, T2P 2Z1. The Corporation's shares trade on the Toronto Stock Exchange in Canada and the London Stock Exchange's Alternative Investment Market in the United Kingdom under the symbol "IAE".

 

2. BASIS OF PREPARATION

 

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

 

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as of 12 November 2014, the date the Board of Directors approved the statements. Any subsequent changes to IFRS that are given effect in the Corporation's annual consolidated financial statements for the year ending 31 December 2014 could result in restatement of these interim consolidated financial statements.

 

The financial statements for the period ended 30 September 2013 have been restated to reflect adjustments to the provisional fair values attributed to the business combination accounting for the acquisition of Valiant Petroleum PLC in 2Q 2013. Subsequent revisions disclosed within the 3Q 2013 and 31 December 2013 year end accounts are now reflected through 2Q 2013 ie the time of acquisition. Restatements have been reflected through negative goodwill and cost of sales.

 

The condensed interim consolidated financial statements should be read in conjunction with the Corporation's annual financial statements for the year ended 31 December 2013.

 

3. SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATION UNCERTAINTY

 

Basis of measurement

 

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities (under IFRS) to fair value, including derivative instruments.

 

Basis of consolidation

 

The consolidated financial statements of the Corporation include the accounts of Ithaca Energy Inc. and all wholly-owned subsidiaries as listed per note 32. Ithaca has twenty-one wholly-owned subsidiaries, thirteen of which were acquired on 19 April 2013 as part of the acquisition of Valiant Petroleum PLC ("Valiant"), and four of which were acquired on 31 July 2014 as part of the acquisition of Summit Petroleum Limited ("Summit"). The consolidated financial statements include the Valiant group of companies from 19 April 2013 only and the Summit group of companies from 31 July 2014 only (being the respective acquisition dates.). All inter-company transactions and balances have been eliminated on consolidation.

 

A subsidiary is an entity which the Corporation controls by having the power to govern the financial and operating policies. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether Ithaca controls another entity. A subsidiary is fully consolidated from the date on which control is obtained by Ithaca and is de-consolidated from the date that control ceases.

 

Business Combinations

 

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the assets acquired, equity instruments issued and liabilities incurred or assumed at the date of completion of the acquisition. Acquisition costs incurred are expensed and included in administrative expenses. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Corporation's share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the Corporation's share of the net assets required, the difference is recognised directly in the statement of income as negative goodwill.

 

Goodwill

 

Capitalisation

 

Goodwill acquired through business combinations is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised as the fair value of the Corporation's share of the identifiable net assets acquired and liabilities assumed. If this consideration is lower than the fair value of the identifiable assets acquired, the difference is recognised in the statement of income.

 

Impairment

 

Goodwill is tested annually for impairment and also when circumstances indicate that the carrying value may be at risk of being impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash generating unit ("CGU") to which the goodwill relates. Where the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised in the statement of income. Impairment losses relating to goodwill cannot be reversed in future periods.

 

Interest in joint operations

 

Under IFRS 11, joint arrangements are those that convey joint control which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. Associates are investments over which the Corporation has significant influence but not control or joint control, and generally holds between 20% and 50% of the voting rights.

 

Under the equity method, investments are carried at cost plus post-acquisition changes in the Corporation's share of net assets, less any impairment in value in individual investments. The consolidated statement of income reflects the Corporation's share of the results and operations after tax and interest.

 

The Corporation's interest in joint operations (eg exploration and production arrangements) are accounted for by recognising its assets (including its share of assets held jointly), its liabilities (including its share of liabilities incurred jointly), its revenue from the sale of its share of the output arising from the joint operation, its share of revenue from the sale of output by the joint operation and its expenses (including its share of any expenses incurred jointly).

 

Revenue

 

Oil, gas and condensate revenues associated with the sale of the Corporation's crude oil and natural gas are recognised when title passes to the customer. This generally occurs when the product is physically transferred into a vessel, pipe or other delivery mechanism. Revenues from the production of oil and natural gas properties in which the Corporation has an interest with joint venture partners are recognised on the basis of the Corporation's working interest in those properties (the entitlement method). Differences between the production sold and the Corporation's share of production are recognised within cost of sales at market value.

 

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

 

Foreign currency translation

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Corporation and its subsidiary operate (the 'functional currency'). The consolidated financial statements are presented in United States Dollars, which is the Corporation's functional and presentation currency.

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of income.

 

Share based payments

 

The Corporation has a share based payment plan as described in note 24 (c). The expense is recorded in the statement of income or capitalised for all options granted in the year, with the gross increase recorded in the share based payment reserve. Compensation costs are based on the estimated fair values at the time of the grant and the expense or capitalised amount is recognised over the vesting period of the options. Upon the exercise of the stock options, consideration paid together with the amount previously recognised in share based payment reserve is recorded as an increase in share capital. In the event that vested options expire unexercised, previously recognised compensation expense associated with such stock options is not reversed. In the event that unvested options are forfeited or expired, previously recognised compensation expense associated with the unvested portion of such stock options is reversed.

 

Cash and Cash Equivalents

 

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

 

Restricted cash

 

Cash that is held for security for bank guarantees is reported in the balance sheet and cash flow statements separately. If the expected duration of the restriction is less than twelve months then it is shown in current assets.

 

Financial Instruments

 

All financial instruments, other than those designated as effective hedging instruments, are initially recognised at fair value in the statement of financial position. The Corporation's financial instruments consist of cash, restricted cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities, contingent consideration and the long term liability on the Beatrice acquisition. The Corporation classifies its financial instruments into one of the following categories: held-for-trading financial assets and financial liabilities; held-to-maturity investments; loans and receivables; and other financial liabilities. All financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods is dependent on the classification of the respective financial instrument.

 

Held-for-trading financial instruments are subsequently measured at fair value with changes in fair value recognised in net earnings. All other categories of financial instruments are measured at amortised cost using the effective interest method. Cash and cash equivalents are classified as held-for-trading and are measured at fair value. Accounts receivable are classified as loans and receivables. Accounts payable, accrued liabilities, certain other long-term liabilities, and long-term debt are classified as other financial liabilities. Although the Corporation does not intend to trade its derivative financial instruments, they are classified as held-for-trading for accounting purposes.

 

Transaction costs that are directly attributable to the acquisition or issue of a financial asset or liability and original issue discounts on long-term debt have been included in the carrying value of the related financial asset or liability and are amortised to consolidated net earnings over the life of the financial instrument using the effective interest method.

 

Analysis of the fair values of financial instruments and further details as to how they are measured are provided in notes 29 to 31.

 

Senior notes

 

Senior notes are measured at amortised cost.

 

 

 

Inventory

 

Inventories of materials and product inventory supplies, other than oil and gas inventories, are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out method. Oil and gas inventories are stated at fair value less cost to sell.

 

Trade receivables

 

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

 

Trade payables

 

Trade payables are measured at cost.

 

Property, Plant and Equipment

 

Oil and gas expenditure - exploration and evaluation assets

 

Capitalisation

 

Pre-acquisition costs on oil and gas assets are recognised in the statement of income when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and evaluation including technical, administrative and share based payment expenses are capitalised as intangible exploration and evaluation ("E&E") assets.

 

E&E costs are not amortised prior to the conclusion of evaluation activities. At completion of evaluation activities, if technical feasibility is demonstrated and commercial reserves are discovered then, following development sanction, the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, but only after the carrying value is assessed for impairment and where appropriate its carrying value adjusted. If after completion of evaluation activities in an area, it is not possible to determine technical feasibility and commercial viability or if the legal right to explore expires or if the Corporation decides not to continue exploration and evaluation activity, then the costs of such unsuccessful exploration and evaluation is written off to the statement of income in the period the relevant events occur.

 

Impairment

 

The Corporation's oil and gas assets are analysed into CGUs for impairment review purposes, with E&E asset impairment testing being performed at a grouped CGU level. The current E&E CGU consists of the Corporation's whole E&E portfolio. E&E assets are reviewed for impairment when circumstances arise which indicate that the carrying value of an E&E asset exceeds the recoverable amount. When reviewing E&E assets for impairment, the combined carrying value of the grouped CGU is compared with the grouped CGU's recoverable amount. The recoverable amount of a grouped CGU is determined as the higher of its fair value less costs to sell and value in use. Impairment losses resulting from an impairment review are written off to the statement of income.

 

Oil and gas expenditure - development and production assets

 

Capitalisation

 

Costs of bringing a field into production, including the cost of facilities, wells and sub-sea equipment, direct costs including staff costs and share based payment expense together with E&E assets reclassified in accordance with the above policy, are capitalised as a D&P asset. Normally each individual field development will form an individual D&P asset but there may be cases, such as phased developments, or multiple fields around a single production facility when fields are grouped together to form a single D&P asset.

 

 

Depreciation

 

All costs relating to a development are accumulated and not depreciated until the commencement of production. Depreciation is calculated on a unit of production basis based on the proved and probable reserves of the asset. Any re-assessment of reserves affects the depreciation rate prospectively. Significant items of plant and equipment will normally be fully depreciated over the life of the field. However, these items are assessed to consider if their useful lives differ from the expected life of the D&P asset and should this occur a different depreciation rate would be charged

 

Impairment

 

A review is carried out each reporting date for any indication that the carrying value of the Corporation's D&P assets may be impaired. For D&P assets where there are such indications, an impairment test is carried out on the CGU. Each CGU is identified in accordance with IAS 36. The Corporation's CGUs are those assets which generate largely independent cash flows and are normally, but not always, single developments or production areas. The impairment test involves comparing the carrying value with the recoverable value of an asset. The recoverable amount of an asset is determined as the higher of its fair value less costs to sell and value in use, where the value in use is determined from estimated future net cash flows. Any additional depreciation resulting from the impairment testing is charged to the statement of income.

 

Non Oil and Natural Gas Operations

 

Computer and office equipment is recorded at cost and depreciated over its estimated useful life on a straight-line basis over three years. Furniture and fixtures are recorded at cost and depreciated over their estimated useful lives on a straight-line basis over five years.

 

Decommissioning liabilities

 

The Corporation records the present value of legal obligations associated with the retirement of long term tangible assets, such as producing well sites and processing plants, in the period in which they are incurred with a corresponding increase in the carrying amount of the related long term asset. The obligation generally arises when the asset is installed or the ground/environment is disturbed at the field location. In subsequent periods, the asset is adjusted for any changes in the estimated amount or timing of the settlement of the obligations. The carrying amounts of the associated assets are depleted using the unit of production method, in accordance with the depreciation policy for development and production assets. Actual costs to retire tangible assets are deducted from the liability as incurred.

 

Contingent consideration

 

Contingent consideration is accounted for as a financial liability and measured at fair value at the date of acquisition with any subsequent remeasurements recognised either in the statement of income or in other comprehensive income in accordance with IAS 39.

 

Taxation

 

Current income tax

 

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted by the reporting date.

 

Deferred income tax

 

Deferred tax is recognised for all deductible temporary differences and the carry-forward of unused tax losses. Deferred tax assets and liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in rates is included in earnings in the period of the enactment date. Deferred tax assets are recorded in the consolidated financial statements if realisation is considered more likely than not.

 

 

Operating leases

 

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

 

 

Finance leases

 

Finance leases that transfer substantially all the risks and benefits incidental to ownership of the leased item to the Corporation, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the income statement. A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Corporation will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

 

Maintenance expenditure

 

Expenditure on major maintenance refits or repairs is capitalised where it enhances the life or performance of an asset above its originally assessed standard of performance; replaces an asset or part of an asset which was separately depreciated and which is then written off, or restores the economic benefits of an asset which has been fully depreciated. All other maintenance expenditure is charged to the statement of income as incurred.

 

Recent accounting pronouncements

 

New and amended standards and interpretations need to be adopted in the first interim financial statements issued after their effective date (or date of early adoption). There are no new IFRSs or IFRICs that are effective for the first time for this interim period that would be expected to have a material impact on the Corporation.

 

Significant accounting judgements and estimation uncertainties

 

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions regarding certain assets, liabilities, revenues and expenses. Such estimates must often be made based on unsettled transactions and other events and a precise determination of many assets and liabilities is dependent upon future events. Actual results may differ from estimated amounts.

 

The amounts recorded for depletion, depreciation of property and equipment, long-term liability, stock-based compensation, contingent consideration, decommissioning liabilities, derivatives and deferred taxes are based on estimates. The depreciation charge and any impairment tests are based on estimates of proved and probable reserves, production rates, prices, future costs and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be material. Further information on each of these estimates is included within the notes to the financial statements.

 

 

4. SEGMENTAL REPORTING

 

The Company operates a single class of business being oil and gas exploration, development and production and related activities in a single geographical area presently being the North Sea.

 

 

 

5. REVENUE

Three months ended 30 Sept

Nine months ended 30 Sept

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

Oil sales

88,347

111,289

282,179

292,506

Gas sales

1,060

2,007

4,579

7,231

Condensate sales

238

56

374

328

Other income

449

760

2,533

2,176

90,094

114,112

289,665

302,241

 

6. COST OF SALES

 

Included within 3Q operating costs is $12 million associated with the Sullom Voe Terminal 2013 reconciliation charge previously reported as a contingent liability in Q2 2014 as a result of the late notification from the operator. Following a full audit this non-recurring exceptional item has been recognised as a cost and settled in Q3 2014.

 

The 3Q 2014 movement in inventory figure represents a positive movement in volumes of $8.9 million partially offset by a negative movement due to revaluation of oil inventory at the period end of $5.6 million due to the low Brent price at 30 September 2014.

 

 

7. ADMINISTRATIVE EXPENSES

Three months ended 30 Sept

Nine months ended 30 Sept

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

General & administrative

(3,184)

(1,315)

(9,962)

(6,731)

Non-recurring Valiant acquisition related costs

-

-

-

(10,235)

Share based payment

(550)

(203)

(1,316)

(865)

(3,734)

(1,518)

(11,278)

(17,831)

8. FINANCE COSTS

Three months ended 30 Sept

Nine months ended 30 Sept

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

Accretion

(1,543)

(1,375)

(4,162)

(2,965)

Bank charges

(2,743)

(2,949)

(9,883)

(7,409)

Senior notes interest

(3,862)

-

(3,862)

-

Finance lease interest

(174)

 -

(174)

-

Non-operated asset finance fees

(22)

(40)

(124)

(82)

Prepayment interest

(297)

-

(608)

-

Loan fee amortisation

(1,203)

(592)

(3,052)

(1,777)

(9,844)

(4,956)

(21,865)

(12,233)

 

9. RESTRICTED CASH

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Letters of credit

-

12,198

-

12,198

 

The cash letters of credit collateralised in place as at 30 June 2014 were issued under the Reserved Based Lending Facility in Q3 and therefore the restricted cash was released.

 

 

10. ACCOUNTS RECEIVABLE

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Trade debtors

246,225

194,442

Norwegian tax receivable

77,589

61,397

Accrued income

31,371

58,888

355,185

314,727

 

11. INVENTORY

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Crude oil inventory - current

47,691

21,417

Crude oil inventory - non current

8,126

8,126

Materials inventory

2,247

215

58,064

29,758

 

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

 

 

12. EXPLORATION AND EVALUATION ASSETS

US$'000

At 1 January 2013

47,390

Additions

60,145

Write offs/relinquishments

(31,170)

Disposals

(18,737)

At 31 December 2013

57,628

Additions

Transfer from E&E to D&P

34,800

(1,366)

Release of exploration obligations

(7,266)

Write offs/relinquishments

(3,067)

At 30 September 2014

80,729

 

Following completion of geotechnical evaluation activity, certain licences were declared unsuccessful and certain prospects were declared non-commercial and therefore the related expenditure of $3 million was expensed in the nine months to 30 September 2014.

 

The above also includes the release of the exploration obligation provision against expenditure incurred (see note 19).

 

 

 

13. PROPERY, PLANT AND EQUIPMENT

Development & Production

Oil and Gas Assets

US$'000

 

Other fixed

assets

US$'000

Total

US$'000

Cost

At 1 January 2013

725,020

2,425

727,445

Acquisitions

685,533

-

685,533

Additions

332,796

738

333,534

At 31 December 2013

1,743,349

3,163

1,746,512

Acquisitions

246,169

-

246,169

Additions

289,233

396

289,629

Transfer from E&E to D&P

1,366

-

1,366

At 30 September 2014

2,280,117

3,559

2,283,676

DD&A

At 1 January 2013

(109,758)

(1,899)

(111,657)

DD&A charge for the period

(157,879)

(400)

(158,279)

Impairment charge for the period

(52,864)

-

(52,864)

At 31 December 2013

(320,501)

(2,299)

(322,800)

DD&A charge for the period

(121,288)

(280)

(121,568)

Impairment charge for the period

(17,795)

-

(17,795)

At 30 September 2014

(459,584)

(2,579)

(462,163)

NBV at 1 January 2013

615,262

526

615,788

NBV at 1 January 2014

1,422,848

864

1,423,712

NBV at 30 September 2014

1,820,533

980

1,821,513

The net book amount of property, plant and equipment includes $32.1m (Q4 2013: Nil) in respect of the Pierce FPSO lease held under finance lease.

 

The impairment predominately relates to the Corporation's Southern North Sea ("SNS") gas operated field Anglia ($14.9 million) which contributes under 1% to revenue. As a result of a notification during 3Q 2014 of increased future costs it is therefore currently expected that 2015 will be the last year of production from Anglia hence the Corporation has fully written down the carrying value of the asset in the quarter. The remaining $2.9 million impairment reflects further costs of a capital nature recognised in Q1 2014 on Beatrice and Jacky, both of which were fully written down at 31 December 2013 in anticipation of their handback to Talisman.

 

This has been partially offset by a $6.9m credit in the Income Statement on the previously fully written down Jacky field as a result of a downwards revision to the latest Jacky decommissioning estimate.

 

 

 

14. BUSINESS COMBINATION

 

On 31 July 2014 the Corporation completed the acquisition of 100% of the issued shares of Summit Petroleum Limited and its subsidiaries ("Summit"), The acquisition further broadens the Corporation's producing asset base with high quality, long-life oil assets with clear upsides and enables acceleration in the monetisation of existing UK tax allowance. The assets that were acquired were: a further 20% interest in the Cook field in which the Company already had a 41.346% interest; a 7.48% interest in the Pierce field; and, a 7.43% interest in the Wytch Farm field. The transaction was completed on 31 July 2014 for a net consideration of $163 million. The total acquisition consideration was $178.4 million, paid in cash. These interim condensed consolidated financial statements include the results of Summit from the acquisition date.

 

The provisional fair values of the identifiable assets and liabilities of Summit as at the acquisition date were:

 

 

 

Provisional Fair value

US$000

PP&E

214,000

Pierce lease asset

32,169

Inventory

17,630

Trade and other receivables

16,563

Trade and other payables

(25,245)

Pierce lease liability

(32,169)

Deferred tax liabilities

(136,903)

Provisions

(43,772)

Total identifiable net assets at fair value

42,273

Positive goodwill arising on acquisition

136,129

Total consideration

178,402

The cash outflow on acquisition is as follows:

Net cash acquired

14,861

Cash paid

(178,402)

Net consolidated cash flow

(163,541)

 

The fair values of the acquired identifiable assets are provisional due to the proximity of the acquisition to the quarter end and to allow for any further information received to be taken into account.

 

From the date of acquisition, Summit has contributed $9 million of revenue and approximately $2.5 million to the net profit before tax. If the combination had taken place at the beginning of the year, the profit before tax from continuing operations for the period would have been approximately $39.4 million and revenue contribution of the Summit assets to the continuing operations would have been approximately $57 million.

 

 

15. GOODWILL

US$'000

At 1 January 2014

985

Addition in the period

136,129

At 30 September 2014

137,114

$136.1 million represents a goodwill asset recognised on the acquisition of Summit Petroleum limited as a result of recognising a $136.9million deferred tax liability as required under IFRS 3 fair value accounting for business combinations. Absent the deferred tax liability the price paid for the Summit assets equates to the fair value of the assets. $0.9 million represents goodwill recognised on the acquisition of gas assets from GDF in December 2010. As at 30 September 2014, the recoverable amount of oil and gas assets was sufficiently high to support the carrying value of this goodwill.

 

 

16. INVESTMENT IN ASSOCIATES

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Investments in FPF-1 and FPU services

18,337

18,337

Investment in associates comprises shares, acquired by Ithaca Energy (Holdings) Limited, in FPF-1 Limited and FPU Services Limited as part of the completion of the Greater Stella Area transactions in 2012. There has been no change in value during the period with the above investment reflecting the Corporation's share of the associates' results.

 

 

17. BORROWINGS

 

30 Sept

31 Dec

2014

2013

US$'000

US$'000

RBL facility

(476,123)

(409,918)

Corporate facility

-

 -

Senior notes

(300,000)

-

Norwegian facility

(69,044)

(33,985)

Long term bank fees

8,948

11,660

Long term senior notes fees

5,538

-

(830,681)

(432,243)

 

In October 2013, the Corporation increased its existing RBL (Reserve Based Lending) Facility to $610 million with enhanced terms including reduced margin costs (LIBOR plus 2.75%-3%) and greater flexibility over future unallocated capital with a loan term until June 2017.

 

The Corporation also established a new five year $100 million corporate facility in October 2013 with a term of up to 5 years which attracts interest at LIBOR plus 4.15%.

 

On 1 July 2013, the Corporation signed a NOK 450 million Norwegian Tax Rebate Facility (the "Norwegian Facility"). Under the Norwegian tax regime, 78% of exploration, appraisal and supporting expenditure resulting from operations on the Norwegian Continental Shelf is refunded by the Government in the December of the year following the year the costs were incurred. This is a conventional tax refund facility on industry standard terms. On 30 September 2014, this facility was increased to NOK 600 million (~$100 million) and tenure to 31 December 2016. Any drawings under this facility will be fully offset by a receivable tax refund from the Norwegian government within a maximum of 24 months.

 

On 3 July 2014, the Company completed an offering of $300 million 8.125% senior unsecured notes due July 2019, with interest payable semi-annually. The net proceeds of the notes were used to partially repay (without cancelling) the Company's senior secured RBL Facility, with a portion of it subsequently redrawn to finance the acquisition of the Summit assets on 31 July 2014.

 

The Corporation is subject to financial and operating covenants related to the facilities. Failure to meet the terms of one or more of these covenants may constitute an event of default as defined in the facility agreements, potentially resulting in accelerated repayment of the debt obligations.

 

The Corporation is in compliance with all its financial and operating covenants.

 

The key covenants in the RBL are:

 

- A corporate cashflow projection showing total sources of funds must exceed total forecast uses of funds for the following 12 months.

 

- The ratio of the net present value of cashflows secured under the RBL for the economic life of the fields to the amount drawn under the facility must not fall below 1.15:1

 

- The ratio of the net present value of cashflows secured under the RBL for the life of the debt facility to the amount drawn under the facility must not fall below 1.05:1.

 

 

The principle covenants under the undrawn Corporate Facility are:

 

- The ratio of total debt to earnings before interest, tax, DD&A, impairment, exceptional or extraordinary expenditure and E&E writeoffs ("EBITDAX"), calculated quarterly on a trailing 12-month basis as of the last day of each quarter, must not exceed 3.0:1 or 3.5:1 if any one of the two previously tested ratios have been at or below 3.0:1

 

- The ratio of EBITDAX to total debt costs, calculated quarterly on a trailing 12-month basis as of the last day of each quarter, must not be less than 4.0:1

 

Note no funds have or are forecast to be drawn under the Corporate facility.

 

The key covenant in the Norwegian Tax Rebate Facility is Norwegian subsidiaries must have available funds to execute planned activities for the year to December in each calendar year.

 

There are no financial maintenance covenants tests under the senior notes.

 

Security provided against the facilities

 

The RBL and Corporate facilities are secured by the assets of the guarantor member of the Ithaca Group, such security including share pledges, floating charges and/or debentures.

 

The Norwegian Facility is secured by the assets of Ithaca Petroleum Norge AS, such security including a share pledge, assignment of insurance and tax refund proceeds and pledges of participation interests in licences.

 

The Senior notes are unsecured senior debt of Ithaca Energy Inc, guaranteed by certain members of the Ithaca Group and subordinated to existing and future secured obligations.

 

As at 30 September 2014, $476 million (31 December 2013: $410 million) was drawn down under the RBL Facility and approximately $70 million (31 December 2013: $34million) was drawn under the Norwegian Tax Rebate Facility. $8 million (31 December 2013: $12 million) of loan fees relating to the RBL and $5.4 million relating to the Senior Notes have been capitalised and remain to be amortised.

 

 

18. TRADE AND OTHER PAYABLES

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Trade payables

(206,194)

(173,052)

Accruals and deferred income

(280,151)

(299,344)

(486,345)

(472,396)

 

 

19. EXPLORATION OBLIGATIONS

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Exploration obligations

(5,593)

(12,859)

The above reflects the fair value of E&E commitments assumed as part of the Valiant transaction. During the

period to 30 September 2014, $7.3 million was released reflecting expenditure incurred in the period.

 

 

 

 

 

20. DECOMMISSIONING LIABILITIES

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Balance, beginning of period

(172,047)

(52,834)

Acquisitions

(43,772)

(86,338)

Additions

(1,943)

(18,891)

Accretion

(4,162)

(4,509)

Revision to estimates

(966)

(9,475)

Balance, end of period

(222,890)

(172,047)

 

The total future decommissioning liability was calculated by management based on its net ownership interest in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. The Corporation uses a risk free rate of 3.0 percent (31 December 2013: 3.0 percent) and an inflation rate of 2.0 percent (31 December 2013: 2.0 percent) over the varying lives of the assets to calculate the present value of the decommissioning liabilities. These costs are expected to be incurred at various intervals over the next 13 years.

 

The economic life and the timing of the obligations are dependent on Government legislation, commodity price and the future production profiles of the respective production and development facilities. Note that upon the acquisition of the Beatrice Field in November 2008, the Corporation did not assume the decommissioning liabilities.

 

21. OTHER LONG TERM LIABILITIES

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Balance, beginning of period

(6,037)

(3,018)

Revaluation in the period

347

(3,019)

Reclassed to trade payables

5,691

-

Finance lease

(32,123)

-

Balance, end of period

(32,122)

(6,037)

 

The opening balance relates to volumes of oil at the Nigg terminal which must be settled on re-transfer to Talisman, expected to take place in early 2015. This has been transferred to current liabilities and is now included within trade and other payables (Note 18). The finance lease relates to the Pierce FPSO asset acquired as part of the Summit acquisition in the period (Note 22).

 

 

22. FINANCE LEASE LIABILITY

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Total minimum lease payments

Less than 1 year

(2,595)

-

Between 1 and 5 years

(12,958)

-

5 years and later

(26,370)

-

Interest

Less than 1 year

(1,061)

-

Between 1 and 5 years

(4,541)

-

5 years and later

(4,403)

-

Present value of minimum lease payments

Less than 1 year

(1,534)

-

Between 1 and 5 years

(8,417)

-

5 years and later

(21,967)

-

 

The finance lease relates to the Pierce FPSO asset acquired as part of the Summit acquisition in the period. (Note 21)

 

23. CONTINGENT CONSIDERATION

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Balance 31 December 2013 & 30 September 2014

(4,000)

(4,000)

 

The contingent consideration at the end of the period relates to the acquisition of the Stella field and is payable subsequent to first oil.

 

 

24. SHARE CAPITAL

 

 

Authorised share capital

No. of common shares

Amount

US$'000

At 31 December 2013 and 30 September 2014

Unlimited

-

(a) Issued

The issued share capital is as follows:

Issued

Number of common shares

Amount

US$'000

Balance 1 January 2013

259,920,003

431,318

Share issue

Issued for cash - options exercised

56,952,321

6,761,296

93,005

6,574

Transfer from Share based payment reserve on options exercised

-

4,819

Balance 1 January 2014

323,633,620

535,716

Issued for cash - options exercised

5,885,000

11,090

Transfer from Share based payment reserve on options exercised

-

4,826

Balance 30 September 2014

329,518,620

551,632

 

(b) Stock options

 

In the nine months ended 30 September 2014, the Corporation's Board of Directors granted 95,000 options at a weighted average exercise price of $2.51 (C$2.68) and 7,165,000 options at a weighted average exercise price of $2.47 (C$2.71)

 

The Corporation's stock options and exercise prices are denominated in Canadian Dollars when granted. As at 30 September 2014, 15,682,164 stock options to purchase common shares were outstanding, having an exercise price range of $2.00 to $2.51 (C$1.97 to C$2.71) per share and a vesting period of up to 3 years in the future.

 

Changes to the Corporation's stock options are summarised as follows:

 

30 September 2014

31 December 2013

 

 

No. of Options

Wt. Avg

Exercise Price*

No. of Options

Wt. Avg

Exercise Price*

Balance, beginning of period

14,593,567

$2.01

20,347,964

$1.63

Granted

7,260,000

$2.47

1,820,232

$2.43

Forfeited / expired

(286,403)

$2.37

(813.333)

$2.18

Exercised

(5,885,000)

$1.79

(6,761,296)

$0.95

Options

15,682,164

$2.31

14,593,567

$2.01

 

* The weighted average exercise price has been converted into U.S. dollars based on the foreign exchange rate in effect at the date of issuance.

 

 

The following is a summary of stock options as at 30 September 2014

 

Options Outstanding

Options Exercisable

 

Range of

Exercise Price

No. of

Options

Wt. Avg

Life

(Years)

Wt. Avg

Exercise

Price*

Range of

Exercise Price

 

 

No. of Options

Wt. Avg

Life

(Years)

Wt. Avg

Exercise

Price*

$2.22-$2.51 (C$2.25-C$2.71)

11,560,496

2.5

$2.41

$2.22-$2.51 (C$2.25-C$2.71)

3,367,163

0.9

$2.28

$2.00-$2.03 (C$1.97-C$1.99)

4,121,668

2.0

$2.03

$2.00-$2.03 (C$1.97-C$1.99)

1,144,999

2.0

$2.03

15,682,164

2.4

$2.31

4,512,162

1.2

$2.21

 

The following is a summary of stock options as at 31 December 2013.

 

Options Outstanding

Options Exercisable

Range of

Exercise Price

No. of

Options

Wt. Avg

Life

(Years)

Wt. Avg

Exercise

Price*

Range of

Exercise Price

 

 

No. of Options

Wt. Avg

Life

(Years)

Wt. Avg

Exercise

Price*

$2.22-$2.46 (C$2.25-C$2.53)

6,670,232

1.8

$2.29

$2.22-$2.46 (C$2.25-C$2.53)

4,673,333

1.0

$2.22

$1.49-$2.03 (C$1.54-C$1.99)

7,451,667

2.1

$1.90

$1.49-$2.03 (C$1.54-C$1.99)

3,844,998

1.4

$1.77

$0.20 (C$0.25)

471,668

0.1

$0.17

$0.20 (C$0.25)

471,668

0.1

$0.20

14,593,567

1.9

$2.01

8,989,999

1.1

$1.95

 

(c) Share based payments

 

Options granted are accounted for using the fair value method. The compensation cost during the three months and nine months ended 30 September 2014 for total stock options granted was $1.5 million and $4.8 million respectively (Q3 2013: $1.0 million, Q3 YTD: $3.0 million). $0.6 million and $1.3 million were charged through the income statement for share based payment for the three and nine months ended 30 September 2014 respectively, being the Corporation's share of share based payment chargeable through the income statement. The remainder of the Corporation's share of share based payment has been capitalised. The fair value of each stock option granted was estimated at the date of grant, using the Black-Scholes option pricing model with the following assumptions:

For the nine months ended 30 September 2014

For the year ended 31 December 2013

Risk free interest rate

1.27%

1.37%

Expected stock volatility

56%

51%

Expected life of options

3 years

2 years

Weighted Average Fair Value

$1.08

$0.82

 

25. SHARE BASED PAYMENT RESERVE

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Balance, beginning of period

19,254

20,340

Share based payment cost

4,810

3,733

Transfer to share capital on exercise of options

(6,244)

(4,819)

Balance, end of period

17,820

19,25

 

 

 

 

26. EARNINGS PER SHARE

 

The calculation of basic earnings per share is based on the profit after tax and the weighted average number of common shares in issue during the period. The calculation of diluted earnings per share is based on the profit after tax and the weighted average number of potential common shares in issue during the period.

 

Three months ended 30 Sept

Six months ended 30 Sept

2014

2013

2014

2013

Wtd av. number of common shares (basic)

329,409,055

317,365,658

327,997,027

294,617,969

Wtd av. number of common shares (diluted)

329,954,910

324,563,406

330,098,302

299,807,995

 

 

27. TAXATION

Three months ended 30 Sept

Six months ended 30 Sept

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

UK Corporation Tax

1

7,911

16,959

(8,706)

Norwegian Corporation Tax

1,675

272

4,253

1,214

UK Petroleum Revenue Tax

(1,449)

-

(1,449)

-

Total Taxation Credit/(Charge)

227

8,183

19,763

(7,492)

 

The movement in deferred taxation primarily results from business combination as per note 14.

 

 

28. COMMITMENTS

30 Sept

2014

US$'000

31 Dec

2013

US$'000

Operating lease commitments

 

Within one year

12,528

13,262

Two to five years

14,389

8,149

Capital commitments

30 Sept

2014

US$'000

31 Dec

2013

US$'000

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

66,841

111,747

29. FINANCIAL INSTRUMENTS

 

To estimate fair value of financial instruments, the Corporation uses quoted market prices when available, or industry accepted third-party models and valuation methodologies that utilise observable market data. In addition to market information, the Corporation incorporates transaction specific details that market participants would utilise in a fair value measurement, including the impact of non-performance risk. The Corporation characterises inputs used in determining fair value using a hierarchy that prioritises inputs depending on the degree to which they are observable. However, these fair value estimates may not necessarily be indicative of the amounts that could be realised or settled in a current market transaction. The three levels of the fair value hierarchy are as follows:

 

• Level 1 - inputs represent quoted prices in active markets for identical assets or liabilities (for example, exchange-traded commodity derivatives). Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 

• Level 2 - inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the marketplace. The Corporation obtains information from sources such as the New York Mercantile Exchange and independent price publications.

 

• Level 3 - inputs that are less observable, unavailable or where the observable data does not support the majority of the instrument's fair value.

 

In forming estimates, the Corporation utilises the most observable inputs available for valuation purposes. If a fair value measurement reflects inputs of different levels within the hierarchy, the measurement is categorised based upon the lowest level of input that is significant to the fair value measurement. The valuation of over-the-counter financial swaps and collars is based on similar transactions observable in active markets or industry standard models that primarily rely on market observable inputs. Substantially all of the assumptions for industry standard models are observable in active markets throughout the full term of the instrument. These are categorised as Level 2.

 

The following table presents the Corporation's material financial instruments measured at fair value for each hierarchy level as of 30 June 2014:

Level 1

US$'000

Level 2

US$'000

Level 3

US$'000

Total Fair Value

US$'000

Derivative financial instrument asset

-

25,198

-

25,198

Long term liability on Beatrice acquisition

-

-

(5,691)

(5,691)

Contingent consideration

-

(4,000)

-

(4,000)

Derivative financial instrument liability

-

(199)

-

(199)

 

 

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

 

Three months ended 30 Sept

Six months ended 30 Sept

2014

US$'000

2013

US$'000

2014

US$'000

2013

US$'000

Revaluation of forex forward contracts

9,723

(4,171)

8,251

Revaluation of other long term liability

716

(90)

346

64

Revaluation of commodity hedges

37,373

(22,945)

37,445

(25,389)

Revaluation of interest rate swaps

100

-

(134)

-

38,189

(13,312)

33,486

(17,074)

Realised (loss)/gain on commodity hedges

1,122

(3,687)

(5,219)

9,873

Realised gain/(loss) on forex contracts

-

1,185

4,028

1,729

Realised (loss)/gain on interest rate swaps

(82)

-

(306)

-

1,040

(2,502)

(1,497)

11,602

Total (loss)/gain on financial instruments

39,229

(15,814)

31,989

(5,472)

 

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

 

i) Commodity Risk

 

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

Three months ended 30 Sept

2014

US$'000

2013

US$'000

Revaluation of commodity hedges

37,373

(22,945)

Realised (loss)/gain on commodity hedges

1,122

(3,687)

Total gain/)loss) on commodity hedges

38,495

(26,632)

 

Commodity price risk related to crude oil prices is the Corporation's most significant market risk exposure. Crude oil prices and quality differentials are influenced by worldwide factors such as OPEC actions, political events and supply and demand fundamentals. The Corporation is also exposed to natural gas price movements on uncontracted gas sales. Natural gas prices, in addition to the worldwide factors noted above, can also be influenced by local market conditions. The Corporation's expenditures are subject to the effects of inflation, and prices received for the product sold are not readily adjustable to cover any increase in expenses from inflation. The Corporation may periodically use different types of derivative instruments to manage its exposure to price volatility, thus mitigating fluctuations in commodity-related cash flows.

 

The below represents commodity hedges in place:

 

Derivative

Term

Volume

Average price

Oil puts

Oct 14 - Jun 16

1,225,835

bbls

$103/bbl

Oil swaps

Oct 14 - Jun 16

2,774,205

bbls

$102/bbl

Gas swaps

Oct 14 - Dec 14

404,800

therms

67p/therm

Gas puts

Oct 15 - Jun 17

187,300,000

therms

63p/therm

 

 

ii) Interest Risk

 

Calculation of interest payments for the RBL agreement incorporates LIBOR. The Corporation is therefore exposed to interest rate risk to the extent that LIBOR may fluctuate. The Corporation evaluates its annual forward cash flow requirements on a rolling monthly basis.

 

Derivative

Term Value

Rate

Interest rate swap

Oct 14 - Dec 15 $200 million

0.44%

 

 

iii) Foreign Exchange Rate Risk

 

The table below presents the total gain on foreign exchange financial instruments that has been disclosed through the statement of comprehensive income:

Three months ended 30 Sept

2014

US$'000

2013

US$'000

Revaluation of foreign exchange forward contracts

-

9,723

Realised gain on foreign exchange forward contracts

-

1,185

Total gain/(loss) on forex forward contracts

-

10,908

 

The Corporation is exposed to foreign exchange risks to the extent it transacts in various currencies, while measuring and reporting its results in US Dollars. Since time passes between the recording of a receivable or payable transaction and its collection or payment, the Corporation is exposed to gains or losses on non USD amounts and on balance sheet translation of monetary accounts denominated in non USD amounts upon spot rate fluctuations from quarter to quarter. The Corporation evaluates its foreign exchange instrument requirements on a rolling monthly basis.

 

iv) Credit Risk

 

The Corporation's accounts receivable with customers in the oil and gas industry are subject to normal industry credit risks and are unsecured. All of its oil production from the Beatrice, Jacky and Athena field is sold to BP Oil International Limited. Oil production from Cook, Broom, Dons, Causeway and Fionn is sold to Shell Trading International Limited. Anglia and Topaz gas production is currently sold through three contracts to RWE NPower PLC and Hess Energy Gas Power (UK) Limited. Cook gas is sold to Shell UK Ltd and Esso Exploration & Production UK Limited.

 

The Corporation assesses partners' credit worthiness before entering into farm-in or joint venture agreements. In the past, the Corporation has not experienced credit loss in the collection of accounts receivable. As the Corporation's exploration, drilling and development activities expand with existing and new joint venture partners, the Corporation will assess and continuously update its management of associated credit risk and related procedures.

 

The Corporation regularly monitors all customer receivable balances outstanding in excess of 90 days. As at 30 September 2014 substantially all accounts receivables are current, being defined as less than 90 days. The Corporation has no allowance for doubtful accounts as at 30 September 2014 (31 December 2013: $Nil).

 

The Corporation may be exposed to certain losses in the event that counterparties to derivative financial instruments are unable to meet the terms of the contracts. The Corporation's exposure is limited to those counterparties holding derivative contracts with positive fair values at the reporting date. As at 30 September 2014, exposure is $25.2 million (31 December 2013: $5.1 million).

 

The Corporation also has credit risk arising from cash and cash equivalents held with banks and financial institutions. The maximum credit exposure associated with financial assets is the carrying values.

 

v) Liquidity Risk

 

Liquidity risk includes the risk that as a result of its operational liquidity requirements the Corporation will not have sufficient funds to settle a transaction on the due date. The Corporation manages liquidity risk by maintaining adequate cash reserves, banking facilities, and by considering medium and future requirements by continuously monitoring forecast and actual cash flows. The Corporation considers the maturity profiles of its financial assets and liabilities. As at 30 June 2014, substantially all accounts payable are current.

 

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

 

Within 1 year

US$'000

1 to 5 years

US$'000

Accounts payable and accrued liabilities

(486,345)

-

Borrowings

-

(830,681)

(486,345)

(830,681)

 

30. DERIVATIVE FINANCIAL INSTRUMENTS

30 Sept

2014

US$'000

31 December

2013

US$'000

Oil swaps

13,042

(15,349)

Oil puts

6,696

597

Gas swaps

79

-

Gas puts

5,179

-

Interest rate swaps

3

-

Foreign exchange forward contract

-

4,304

24,999

(10,448)

 

31. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

 

Financial instruments of the Corporation consist mainly of cash and cash equivalents, receivables, payables, loans and financial derivative contracts, all of which are included in these financial statements. At 30 September 2014, the classification of financial instruments and the carrying amounts reported on the balance sheet and their estimated fair values are as follows:

30 September 2014

US$'000

31 December 2013

US$'000

Classification

 

Carrying Amount

Fair Value

Carrying Amount

Fair Value

Cash and cash equivalents (Held for trading)

59,048

59,048

63,435

63,435

Restricted cash

-

-

12,198

12,198

Derivative financial instruments (Held for trading)

25,198

25,198

5,102

5,102

Accounts receivable (Loans and Receivables)

355,185

355,185

314,727

314,727

Deposits

6,311

6,311

21,150

21,150

Long-term receivable (Loans and Receivables)

57,405

57,405

31,655

31,655

Borrowings (Loans and Receivables)

(830,681)

(830,681)

(432,243)

(432,243)

Contingent consideration

(4,000)

(4,000)

(4,000)

(4,000)

Derivative financial instruments (Held for trading)

(199)

(199)

(15,550)

(15,550)

Other long term liabilities

(32,122)

(32,122)

(6,037)

(6,037)

Accounts payable (Other financial liabilities)

(486,345)

(486,345)

(472,396)

(472,396)

 

 

 

 

32. RELATED PARTY TRANSACTIONS

 

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

Country of incorporation

% equity interest at 30 June

2014

2013

Ithaca Energy (UK) Limited

Scotland

100%

100%

Ithaca Minerals (North Sea) Limited

Scotland

100%

100%

Ithaca Energy (Holdings) Limited

Bermuda

100%

100%

Ithaca Energy Holdings (UK) Limited

Scotland

100%

100%

Ithaca Petroleum Ltd

England and Wales

100%

100%

Ithaca North Sea Limited

England and Wales

100%

100%

Ithaca Exploration Limited

England and Wales

100%

100%

Ithaca Causeway Limited

England and Wales

100%

100%

Ithaca Gamma Limited

England and Wales

100%

100%

Ithaca Alpha (NI) Limited

Northern Ireland

100%

100%

Ithaca Epsilon Limited

England and Wales

100%

100%

Ithaca Delta Limited

England and Wales

100%

100%

Ithaca Petroleum Holdings AS

Norway

100%

100%

Ithaca Petroleum Norge AS

Norway

100%

100%

Ithaca Technology AS

Norway

100%

100%

Ithaca AS

Norway

100%

100%

Ithaca Petroleum EHF

Iceland

100%

100%

Ithaca SPL Limited

England and Wales

100%

-

Ithaca Dorset Limited

England and Wales

100%

-

Ithaca SP UK Limited

England and Wales

100%

-

Ithaca Pipeline Limited

England and Wales

100%

-

 

Transactions between subsidiaries are eliminated on consolidation.

 

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

 

Sales

Purchases

Accounts receivable

Accounts payable

US$'000

US$'000

US$'000

US$'000

Burstall Winger Zammit LLP

2014

-

111

-

(127)

2013

-

323

-

(18)

 

Loans to related parties

Amounts owed from related parties

30 June

31 Dec

2014

2013

US$'000

US$'000

FPF-1 Limited

57,405

31,655

 

33. SEASONALITY

 

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

 

 

 

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