TIDMVOG
RNS Number : 7340K
Victoria Oil & Gas PLC
26 September 2016
Victoria Oil & Gas Plc
("VOG", "Group" or the "Company")
INTERIM FINANCIAL REPORT FOR THE SIX MONTHSED 30 JUNE 2016
Victoria Oil & Gas Plc, the integrated natural gas producing
utility, today announces its unaudited interim results for the six
months ended 30 June 2016.
In the prior year the Company changed its accounting reference
date to 31 December. These interim results report on the six-month
period to 30 June 2016, with the comparative period covering the
six-month period ended 30 November 2015. Owing to the seasonal
nature of our business, where production statistics are reported
they will be compared to the equivalent six-month period to 30 June
2015, to provide a more accurate comparison.
Financial Highlights
-- $23.6 million Revenue (six months to 30 November 2015 was $18.9 million)
-- $14.2 million Adjusted EBITDA (six months to 30 November 2015 was $7.9 million)
-- $1.9 million Net cash position (at 31 December 2015 was $6.0 million)
-- $9.0 million Net cash position at 23 September 2016
-- Cost recovery milestone reached on Logbaba Gas and Condensate
Project on 31 May 2016 after which revenues will be shared in
accordance with the participating interests
Operational Highlights
-- 93% average daily production rate increase to 13.1mmscf/d
(six months to 30 June 2015 was 6.8mmscf/d)
-- 2,282mmscf of gas sold (six months to 30 June 2015 was 1,525mmscf)
-- Phase II Bonaberi pipeline expansion well underway to connect new thermal customers
-- Major drilling preparation work completed, drill rig arrived and is being commissioned
Corporate Highlights
-- 75% interest in the Matanda Production Sharing Contract assigned to the Group
-- $26 million debt facility secured to support Logbaba expansion
-- Group CEO appointed - Ahmet Dik; Group Finance Director appointed - Andrew Diamond
Post Balance Sheet Events
-- Settlement reached over the reserve bonus dispute and termination of 1.2% royalty
-- Full settlement of receivable from RSM Production Corporation
-- Roger Kennedy appointed as independent Non-Executive Director
Kevin Foo, Executive Chairman said,
"The first half of 2016 has been a stabilising period in the
Company, as we deliver on our strategy to increase production and
grow our pipeline network in Douala, Cameroon. Our market
assessment indicates a growing demand for our gas, for both thermal
and grid power markets. The Matanda acquisition was a major
extension of our influence in the region, whilst the drilling
programme is expected to unlock new reserves for sale to customers.
The preparation for drilling at our existing Logbaba production
site is complete, and spudding is expected shortly. Expansion work
on the Bonaberi pipeline is on track, and with Gas Sales Agreements
in place, we expect to deliver to these new customers before the
end of the year. As we deliver on our expansion targets, we will
look to increase the process plant's capacity. The settlement of
the reserve bonus and termination of the 1.2% royalty was an
important matter to resolve and will mean greater revenue for the
Company going forward."
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Kevin Foo/Laurence Read Tel: +44 (0) 20 7921
8820
Strand Hanson Limited
Rory Murphy / Stuart Faulkner Tel: +44 (0) 20 7409
3494
Shore Capital Stockbrokers
Limited (Joint Broker)
Mark Percy / Toby Gibbs Tel: +44 (0) 207
(corporate finance) 408 4090
Jerry Keen (corporate broking)
FirstEnergy Capital LLP
(Joint Broker) Tel: +44 (0) 207
Jonathan Wright/David van 448 0200
Erp
Bell Pottinger
Daniel Thöle / Charles Tel: +44 (0) 20 3
Stewart / Zara de Belder 772 2499
This announcement contains inside information.
Notes to Editors
About Victoria Oil & Gas Plc
Victoria Oil & Gas (VOG.L) is a gas utility company.
The Company's subsidiary, Gaz du Cameroun S.A. ("GDC") owns a
60% participating interest and operates the onshore Logbaba Gas and
Condensate Project ("Project"). The Project supplies cost
effective, clean and reliable natural gas to industries in the
Douala region of Cameroon. RSM Production Corporation, an affiliate
of Grynberg Petroleum Company of Denver, Colorado holds the
remaining 40% participating interest. In addition, the Group has
recently acquired a 75% participating interest in the Matanda
block, which neighbours the Logbaba block. The remaining 25%
participating interest is held by AFEX Global Limited.
The Group also holds 100% of the West Medvezhye oil and gas
exploration project near Nadym, Russia.
Victoria Oil & Gas Plc
Unaudited Interim Condensed Consolidated Financial
Statements
For the Six Months to 30 June 2016
CHAIRMAN'S LETTER
Dear Shareholder,
On behalf of the Board, I am pleased to report our unaudited
interim results for the six months to 30 June 2016 and to update
you on the Company's progress.
Victoria Oil & Gas Plc ("VOG", the "Company" or the "Group")
has achieved another solid sales period as our operating
subsidiary, Gaz du Cameroun S.A. ("GDC"), continued to sell gas to
thermal and power customers. While our gas competes directly with
Heavy Fuel Oil (which is in turn linked to the Brent Crude price),
GDC gas supplies an energy solution to customers that, in addition
to being cost effective, is clean and reliable. Depressed Heavy
Fuel Oil prices creates substitution risk and pricing pressure,
particularly to our thermal sales, however this is largely
mitigated by the long-term Gas Sales Agreements that we enter into
with our customers together with security of supply and
environmental benefits, which customers recognise. In early 2016,
we stated our objective to increase gas volumes sold to customers
in 2016 by 30% above 2015 levels. During the twelve months to 31
December 2015, total gas sales of 2,868mmscf were achieved. Having
sold 2,282mmscf in the first six months of 2016, we are on track to
reach this target.
The sales figures from the Logbaba Gas and Condensate Project
("Project") in Cameroon are as follows:
6 months ended 6 months ended
30 June 2016 30 June 2015
------------------------------- ------------------ --------------
Gas sales - Thermal and Retail
Power (mmscf) 529 643
Gas sales - Grid Power (mmscf) 1,753 880
Gas sales - Total (mmscf)* 2,282 1,525
Average daily gas production
(mmscf/d)*(+) 13.1 6.8
Condensate sold (bbls) 26,047 22,818
------------------------------- ------------------ --------------
* This represents 100% of the sales of the Project. From 1 June
2016, Project revenues, which up to that date fully accrued to GDC,
will be split in accordance with the participating interests (GDC
60%)
(+) Average daily gas production is based on a seven day production week.
The strategic importance of gas to Cameroon was clearly
highlighted earlier in the year as VOG acquired a 75% interest in
the Matanda license block with the acquisition being approved by
the Government of Cameroon. Matanda covers an area of approximately
1,235km(2) , over 60 times the area of the Logbaba concession, and
is highly prospective for significant natural gas and condensate
resources. The Matanda block, with four drilled wells and three
discoveries, is estimated to hold P50 'gas-in-place' volume of
1.8tcf and 'condensate in-place' of 136mmbbl. The onshore elements
of the Matanda block are adjacent to our existing Logbaba
operations and the core focus of the Group will be to unlock
further saleable reserves to feed GDC's integrated pipeline. We
believe that the assignment of such a significant resource asset is
a direct consequence of the success GDC has had in rapidly
unlocking strategic domestic energy assets to the benefit of the
national economy.
In addition to our strong operational performance we continue to
work on delivering our gas supply expansion strategy laid out in
January 2016:
Enhance Production Capability
-- Expand existing reserves at Logbaba
-- Increase thermal customers through phased Bonaberi expansion
-- Develop plant capacity cost effectively, in step with demand
-- Begin initial work programme at Matanda
Expand Customer Base for Increased Capacity
-- Secure major new power customers as new levels of capacity come online
-- Continue to build high margin, thermal business
-- Look at new areas in Cameroon and across Africa where the GDC model can be replicated
In every respect we have progressed on our strategic objectives.
We are also very proud that our 100% safety and supply record for
GDC was maintained during the period.
As previously reported, GDC will be drilling two wells intended
to move some of our 2P (Proven plus Probable) reserves into the 1P
(Proven) reserve category. One of the wells to be drilled will twin
the La-104 well drilled in 1957; the other well will be a
'step-out' well that will be drilled into a target that is intended
to prove up more of our Probable Reserves. Both wells are intended
to be production wells from the Logbaba Formation at depths of up
to 3,200m.
Significant preparation work for the Logbaba drilling campaign
has been completed during the period. The rail mounted rig was
delivered to site during July and is currently being commissioned.
Weather disruptions, including significant rains and a lightning
strike which affected some of the instrumentation, have delayed
commissioning. However we are now in the testing and certification
process and expect spudding to occur shortly.
The Phase II Bonaberi pipeline expansion is well underway and we
expect new customers to be benefiting from our gas before the end
of 2016. By the end of the reporting period, 7km of pipeline had
been laid and a further 3km was laid up to the end of August. The
phased expansion will be completed and commissioned and available
to customers before the end of the year.
Expansion of the process plant capacity is scheduled to be
performed in three phases. The first phase of the plan is to
increase the plant capacity from 20mmscf/d to 25mmscf/d. The later
phases will increase capacity to 40mmscf/d, but are dependent upon
successful completion of the drilling programme.
During the period, GDC secured a debt facility with BGFIBank of
up to $26.0 million, which it can draw upon to fund ongoing
operations. With this debt facility, strong operating cash flows,
and partner funding, VOG intends to complete the planned gas
expansion programme without recourse to equity markets.
The Logbaba Farm-In Agreement allowed GDC to recover 100% of
revenues from the Project until such time as the initial
exploration costs, which GDC was required to incur, had been
recovered. Aside from the initial exploration costs, all other
exploitation, operating and capital costs were paid for by the
partners in accordance with their respective participating
interests. On 31 May 2016, the Project reached a milestone whereby
the Company has recovered the initial exploration costs from
revenues to date; and from 1 June 2016 distribution of revenue
under the concession contract reverted to being in accordance with
the participating interests of the parties. From 1 June 2016
onwards, GDC will receive 60% of the revenues generated by the
Project, and continue to contribute 60% of operating and capital
costs.
On 29 August 2016, GDC entered into formal mediation proceedings
aimed at resolving a dispute involving the reserve bonus, over
which the counterparty had initiated arbitration proceedings. A
confidential settlement was reached wherein GDC and the
counterparty, who is neither a shareholder nor related party,
agreed to settle the reserve bonus and terminate the 1.2% royalty
obligation. The commercial terms of the settlement reached are
confidential; however, it was not materially different from the
combined provision and contingency announced in the Report and
Accounts to December 2015. The Board believes this settlement is a
good result for shareholders.
After invoking a contractual default provision on our Logbaba
partner, we are pleased to report that, post the balance sheet
date, RSM Production Corporation ("RSM") has settled all amounts
due and we look forward to their ongoing support as we continue
with the gas expansion programme. RSM has filed an application for
arbitration concerning the selection of the drilling rig and
contractor for the current drilling programme. We are confident of
our position and will continue to work towards resolving this
dispute.
During the period we had numerous Board level changes:
-- Grant Manheim, Deputy Chairman, retired on 31 May 2016
-- Ahmet Dik, Chief Executive Officer of GDC and Executive
Director of the Company, was appointed Chief Executive Officer of
the Group on 23 June 2016
-- Robert Palmer, Finance Director, did not stand for
re-election at the AGM and retired on 29 June 2016
-- Andrew Diamond joined as Finance Director on 30 June 2016
-- Roger Kennedy joined as independent Non-Executive Director on 14 July 2016
On behalf of the Board, I would like to take this opportunity to
thank Grant and Robert for their unfailing dedication and valuable
contribution to building the excellent Company we have, and to
welcome the new members to the Board.
We believe that your Company has an exciting future and I look
forward to giving you regular updates on our progress.
Kevin Foo
Executive Chairman
23 September 2016
Financial Review
The Group produced a strong performance for the six months ended
30 June 2016.
Change of Accounting Reference Date
During 2015, the Company changed its accounting reference date
from 31 May to 31 December. The Group produced an Interim Report
for the six months to 30 November 2015 and our Report and Accounts
covered the seven-month period ended 31 December 2015.
The interim report for the six-month period ended 30 June 2016
("current period") is compared to the six-month period ended 30
November 2015 ("prior period") as required by International
Financial Reporting Standards ("IFRS").
Revenue and Results
30 June 2016 30 November
2015
For the six-month period
ended (in $000 unless stated)
------------------------------------ ------------- ------------
Performance
Revenue 23,637 18,860
Operating profit 4,309 740
Depreciation 9,896 7,185
------------------------------------ ------------- ------------
Adjusted EBITDA 14,205 7,925
------------------------------------ ------------- ------------
Profit/(loss)
per share - basic (cents) 0.90 (0.85)
- diluted (cents) 0.89 (0.85)
Operational - Gross Logbaba
production
Gas sales (mmscf) 2,282 1,530
Condensate sales (bbls) 26,047 23,110
As at (in $000) 30 June 2016 31 December
2015
------------------------------------ ------------- ------------
Financial Position
Net cash position 1,928 5,997
------------------------------------ ------------- ------------
Performance
The Group's revenue for the current period was $23.6 million,
$4.8 million higher than the prior period. Revenue is derived
entirely from the Logbaba Gas and Condensate Project in Cameroon
("the Project"). Gas is sold to customers for thermal energy
production and electricity generation, with revenue also generated
from the sale of condensate, a by-product from gas production and
processing.
The increase in revenue in the current period, which is
reflected in the increased gas and condensate sales volumes, is due
to:
-- The Group signed a two-year take-or-pay agreement with ENEO
and commenced with the supply of gas to generate electricity in
March 2015. The current and prior periods both benefited from the
gas consumed by ENEO, however the take-or-pay consumption during
the Cameroonian dry season, from January to June, is significantly
higher than the take-or-pay consumption during the rainy season
when hydroelectric power is more readily available; and
-- In accordance with the Logbaba Farm-In Agreement, GDC is
entitled to 100% of the revenues generated by the Project until
such time as the initial exploration costs, which GDC incurred, are
recovered. Thereafter revenues will be shared in accordance with
the participating interests in the Logbaba Concession, of which GDC
owns 60%, in the same manner that operating costs and post
exploration capital costs are shared. As at 31 May 2016, the
Project reached the milestone whereby the initial exploration costs
were recovered; and from 1 June 2016 onwards revenues, operating
costs and capital costs are shared in accordance with participating
interests of the parties.
Despite the fixed price contracts that we have with our
customers, gas prices came under pressure during the period. The
global downturn in oil prices impacts the price of competitive
substitutionary products, which can affect the way our customers
consume energy. We continue to monitor the impact of the price of
HFO and engage with our customers to maximize our
profitability.
Cost of sales of $15.2 million for the period included $3.9
million of production royalties, $9.8 million of depreciation
linked to revenue generating assets and $1.5 million of other
production related expenditure. Production royalties and
depreciation are variable costs associated with the volumes of gas
produced during the period. As of 1 June 2016, when revenue sharing
on the Project commenced, the 0.8% royalty payable to RSM ceased.
Furthermore, post balance sheet date GDC has agreed to terminate
the 1.2% royalty previously payable (refer below). The removal of
these royalty obligations should reflect positively on the Group's
long term profitability.
Adjusted EBITDA, which excludes depreciation from operating
profit prior to financing charges and tax, reflects earnings of
$14.2 million, a $6.3 million improvement on the prior period. This
reflects the increase in revenue generated and a $1.3 million
reduction in administrative expenses, principally resulting from a
reduction in share-based charges.
Finance charges relating to the BGFI facility, which the Group
started utilizing during the period, have been capitalized to
intangible assets as they relate to the drilling project.
During the period, GDC fully utilized the deferred tax asset
previously recognized over unused tax losses in Cameroon.
The profit after taxation of the Group for the six months to 30
June 2016 amounted to $1.0 million (a loss of $0.9 million in the
prior period).
The Group's Russian West Medvezhye asset remains fully
impaired.
Financial position
Intangible Assets
The increase in intangible assets during the period of $6.8
million recognizes GDC's share of the drilling programme costs.
Property, plant and equipment
Oil and gas assets, which include the Logbaba wells and the
pipeline assets, are depreciated on a 'unit of production' basis.
The increased production during the period resulted in a
depreciation charge for the period of
$9.9 million (prior period: $7.2 million). Additions during the
period, predominantly pipeline related, amounted to $2.6 million
(prior period $1.7 million) (see note 6).
Investment in associate
The 35% ownership in Cameroon Holdings Limited recovers a
portion of the royalties paid by GDC, and is reflected in the
consolidated accounts as 'Share of profit of associate'.
Deferred tax asset
Taxable profits in Cameroon reported during the period have
fully utilized prior tax losses, resulting in a utilisation of the
deferred tax asset.
Trade and other receivables
Trade receivables have increased mainly as a result of delays in
payment from ENEO. This has largely been rectified post balance
sheet date.
Other receivables at 30 June 2016 included $10.4 million (31
December 2015: $5.9 million) due from RSM. This relates to RSM's
funding obligation for its 40% participating interest in the
Project, which was received in full post balance sheet date.
Borrowings
Total borrowings have increased by $5.0 million from $7.2
million in the comparative period to $12.2 million at 30 June 2016
as the drilling programme and other capital projects progressed.
The Group has $20.0 million remaining headroom on its
facilities.
Provisions
Provisions of $7.2 million have increased by $0.2 million from
31 December 2015 largely as a result of the unwinding of discount
on the non-current liability portion which is charged to the Income
Statement. In addition to the $4.4 million reserve bonus provision,
there is also a contingent liability of $5.0 million on the reserve
bonus pending the outcome of an arbitration proceeding. Settlement
was reached between the parties on the reserve bonus post the
balance sheet date (see post balance sheet events below).
Net cash and liquidity risk
The Group was in a net cash position of $1.9 million at 30 June
2016 (31 December 2015: $6.0 million). The ongoing drilling
programme costs will be funded through a combination of strong and
established operational cash flows, partner contributions and
debt.
Cash Flow
Operating activities
The Group had strong cash flows from operating activities of
$13.4 million during the period (prior period: $8.7 million).
Working capital increased by $8.5 million (prior period: $5.8
million), mainly due to increased trade and concession partner
receivables, resulting in net cash generated from operating
activities of $4.9 million (prior period: $2.9 million).
Investing activities
Drilling and pipeline activities resulted in costs of $9.6
million during the period (prior period: $2.1 million).
Additionally, the Company received $1.0 million of dividends
from associate (prior period: $1.0 million).
Financing activities
$5.9 million was drawn down against the BGFIBank facility during
the period. Financing cash outflows in the period of $1.2 million
(prior period: $3.9 million) relate to the repayment of debt and
associated interest.
Matanda Acquisition
The Group reached an agreement with Glencore Exploration
Cameroon Limited to acquire a 75% participating interest in the
Matanda block PSC and completed the transaction, on 6 April 2016,
after receiving confirmation of approval of the assignment from the
State of Cameroon. The Matanda block neighbours the Logbaba block
in Douala, Cameroon and provides the Group access to additional gas
potential in the area. The Group will be the operator of the PSC.
The consideration of the transaction was $Nil, however the Group
has assumed the work programme obligations, which include seismic
work to be performed in the near term and, pending the results of
the seismic testing, further exploration costs.
Included in the acquisition was drilling equipment, acquired for
$Nil, with a market value of approximately $3.8 million. The
acquisition has been deemed an acquisition of assets and the
drilling equipment is therefore included in the accounting records
at its cost of $Nil.
Commitments
At 30 June 2016, GDC had $18.5 million of commitments pertaining
to the drilling programme, the majority of which is expected to be
incurred during 2016. At 23 September 2016 GDC has remaining
drilling commitments of $17.6 million. Spudding of the wells is
expected to occur shortly.
In addition to the drilling programme, the Group is committed to
performing seismic activities on the Matanda Concession. The
majority of the estimated costs (a range of $8.0-$10.0 million)
will be incurred during 2017 and 2018.
Post Balance Sheet Events
Reserve bonus and 1.2% royalty
In the Report and Accounts to 31 December 2015, the Group
disclosed that the counterparty to the reserve bonus had initiated
arbitration proceedings over the timing of the reserve bonus
payments. The provision for the reserve bonus at 31 December 2015
was a discounted $5.0 million, with a further $5.0 million
disclosed as a contingent liability should the arbitration ruling
favour the counterparty.
On 29 August 2016, GDC entered into formal mediation proceedings
with the counterparty, who is neither a shareholder nor related
party. A confidential settlement agreement was reached, which
resolves all of the outstanding issues concerning the reserve bonus
and terminates the 1.2% royalty payable to the counterparty. The
commercial terms of the settlement agreement are confidential;
however the terms are not materially different from the combined
provision and contingency described in the Report and Accounts to
31 December 2015.
Principal Risks and Uncertainties
The Board determines the key risks for the Group and monitors
mitigation plans and performance on a monthly basis. The principal
risks the Group has identified for the next six months are
summarised as follows:
- Operational risk: Drilling operations and discovery risk.
- Financial risk: Ability to fund the entire drilling programme
with available funds, debt and operational cash flows.
- External risks: Capital constraints, global economic
volatility, commodity price risk, legal compliance regulatory or
litigation risk, adverse market sentiment, political and country
risk.
- Strategic risks: Investment decisions, inadequate resources and reliance on key personnel.
- Other operational risks: HSE and security incidents, title and
licence risks, well/process plant/pipeline integrity risks,
reliance on key customer risk.
- Other financial risks: Funding risk, counterparty credit risk,
management of costs and capital spending, tax risk.
A more detailed listing of risks and uncertainties facing the
Group's business is listed on page 21 of the Report & Accounts
to 31 December 2015, which is available on the Victoria Oil &
Gas Plc website: www.victoriaoilandgas.com.
Going Concern
The Directors are satisfied that the Group has sufficient
resources and facilities to continue operations for the foreseeable
future, being a period of not less than twelve months from the date
of this report. Accordingly, they continue to adopt the going
concern basis in preparing the condensed financial information.
Directors' Responsibility Statement
The Directors confirm that to the best of their knowledge that
the unaudited interim condensed consolidated financial statements
have been prepared in accordance with IAS 34 'Interim Financial
Reporting'.
Movement in directors during the period and to the date of this
report is detailed in the Chairman's report. A list of the current
directors is available on the Company's website:
www.victoriaoilandgas.com.
Andrew Diamond
Finance Director
23 September 2016
Condensed Consolidated Income Statement
For the six-month period 30 June 30 November
ended 2016 2015
Unaudited Unaudited
Note $000 $000
----------------------------- ---- --------- -----------
Continuing operations
Revenue 23,637 18,860
Cost of sales (15,234) (12,542)
--------- -----------
Production royalties (3,890) (3,060)
Other cost of sales (11,344) (9,482)
--------- -----------
Gross profit 8,403 6,318
Sales and marketing expenses (8) (113)
Administrative expenses (4,976) (6,280)
Other losses (164) (307)
Share of profit of associate 1,054 1,122
Operating profit 4,309 740
Finance costs (445) (525)
----------------------------- ---- --------- -----------
Profit before taxation 3,864 215
Income tax expense (2,886) (1,105)
----------------------------- ---- --------- -----------
Profit/(loss) for the
period - attributable
to shareholders of the
parent 978 (890)
----------------------------- ---- --------- -----------
Cents Cents
----------------------------- ---- --------- -----------
Profit/(loss) per share
- basic 4 0.90 (0.85)
Profit/(loss) per share
- diluted 4 0.89 (0.85)
----------------------------- ---- --------- -----------
Condensed Consolidated Statement of Comprehensive Income
For the six-month period 30 June 2016 30 November
ended 2015
Unaudited Unaudited
$000 $000
----------------------------------- ------------ -----------
Profit/(loss) for the period 978 (890)
Items that may be reclassified
subsequently to profit or
loss
Exchange differences on
translation of foreign operations 26 70
------------------------------------ ------------ -----------
Total comprehensive profit/(loss)
for the period - attributable
to shareholders of the parent 1,004 (820)
------------------------------------ ------------ -----------
Condensed Consolidated Statement of Financial Position
As at 30 June 2016 31 December
2015
Unaudited Audited
Notes $000 $000
------------------------------ ----- ------------ -----------
Assets:
Non-current assets
Intangible assets 5 7,442 692
Property, plant and equipment 6 104,023 111,434
Investment in associate 5,583 5,489
117,048 117,615
------------------------------ ----- ------------ -----------
Current assets
Inventories 13 5
Trade and other receivables 8 24,484 14,470
Cash and cash equivalents 7 14,132 13,230
Deferred tax assets - 2,217
------------------------------ ----- ------------ -----------
38,629 29,922
------------------------------ ----- ------------ -----------
Total assets 155,677 147,537
------------------------------ ----- ------------ -----------
Liabilities:
Current liabilities
Trade and other payables 5,861 3,467
Provisions 9 1,000 1,000
Borrowings 7 5,475 4,626
------------------------------ ----- ------------ -----------
12,336 9,093
------------------------------ ----- ------------ -----------
Net current assets 26,293 20,829
------------------------------ ----- ------------ -----------
Non-current liabilities
Borrowings 7 6,729 2,607
Deferred tax liabilities 3,941 4,490
Provisions 9 6,185 5,963
------------------------------ ----- ------------ -----------
16,855 13,060
------------------------------ ----- ------------ -----------
Net assets 126,486 125,384
------------------------------ ----- ------------ -----------
Equity:
Called-up share capital 34,246 34,246
Share premium 230,194 230,194
ESOP Trust reserve (918) (1,015)
Translation reserve (17,695) (17,721)
Other reserve - 315
Retained earnings - deficit (119,341) (120,635)
------------------------------ ----- ------------ -----------
Total equity 126,486 125,384
------------------------------ ----- ------------ -----------
Condensed Consolidated Statement of Changes in Equity
Retained
Share ESOP Translation Other earnings/
Trust
Share premium reserve reserve reserves (deficit) Total
capital
$000 $000 $000 $000 $000 $000 $000
--------------------- -------- ------- ------- ----------- -------- --------- -------
For the six months
ended
30 November 2015
At 31 May 2015 34,240 229,556 (1,061) (17,714) 3,321 (124,762) 123,580
Shares issued 6 638 29 - - 964 1,637
Effects of movement
in foreign exchange - - 1 - - - 1
Transfer expired
warrants to
retained earnings - - - - (154) 154 -
Total comprehensive
loss for the period - - - 70 - (890) (820)
--------------------- -------- ------- ------- ----------- -------- --------- -------
At 30 November
2015 34,246 230,194 (1,031) (17,644) 3,167 (124,534) 124,398
--------------------- -------- ------- ------- ----------- -------- --------- -------
For the six months
ended
30 June 2016
At 31 December
2015 34,246 230,194 (1,015) (17,721) 315 (120,635) 125,384
Effects of movement
in foreign exchange - - 98 - - - 98
Transfer expired
warrants to
retained earnings - - - - (315) 315 -
Total comprehensive
profit for the
period - - - 26 - 978 1,004
--------------------- -------- ------- ------- ----------- -------- --------- -------
At 30 June 2016 34,246 230,194 (917) (17,695) - (119,342) 126,486
--------------------- -------- ------- ------- ----------- -------- --------- -------
Condensed Consolidated Cash Flow Statement
For the six-month period ended 30 June 2016 30 November
2015
Unaudited Unaudited
$000 $000
---------------------------------------- ------------ -----------
Cash flows from operating activities
Profit/(loss) for the period 978 (890)
Income tax expense 2,886 1,105
Share of profit in associate (1,054) (1,122)
Finance costs 445 525
Depreciation and amortisation 9,896 7,186
Other losses 164 307
Share-based payments 107 1,608
---------------------------------------- ------------ -----------
13,422 8,719
Movements in working capital
Increase in trade and other receivables (10,014) (2,237)
(Increase)/decrease in inventories (8) 11
Decrease/(increase) in trade
and other payables and provisions 1,553 (3,587)
---------------------------------------- ------------ -----------
Net cash generated from operating
activities 4,953 2,906
Cash flows from investing activities
Payments for intangible assets (6,763) (379)
Payments for property, plant
and equipment (2,618) (1,742)
Proceeds from disposal of property,
plant and equipment (184) -
Dividends received from associate 960 971
---------------------------------------- ------------ -----------
Net cash used in investing activities (8,605) (1,150)
Cash flows from financing activities
Borrowings - proceeds 5,912 -
Borrowings - repayments (1,010) (3,055)
Finance costs paid (204) (871)
---------------------------------------- ------------ -----------
Net cash generated from/(used
in) financing activities 4,698 (3,926)
---------------------------------------- ------------ -----------
Net increase/(decrease) in cash
and cash equivalents 1,046 (2,170)
---------------------------------------- ------------ -----------
Cash and cash equivalents - beginning
of period 13,230 15,963
Effects of exchange rate changes
on the balance of cash held in
foreign currencies (144) (228)
---------------------------------------- ------------ -----------
Cash and cash equivalents - end
of period 14,132 13,565
---------------------------------------- ------------ -----------
Notes to the Interim Condensed Consolidated Financial
Statements
1. GENERAL INFORMATION AND BASIS OF PREPARATION
The unaudited interim condensed consolidated financial
statements of Victoria Oil & Gas Plc and its subsidiaries ("the
Group") for the six months ended 30 June 2016 have been prepared in
accordance with International Financial Reporting Standards
("IFRS") and in accordance with International Accounting Standard
("IAS") 34 Interim Financial Reporting.
The interim condensed consolidated financial statements do not
include all the information and disclosures required in the annual
financial statements and should be read in conjunction with the
Group's consolidated financial statements for the seven-month
period ended 31 December 2015.
During 2015, the Group changed its accounting reference date
from 31 May to 31 December, and therefore its interim period end
from 30 November to 30 June. The Directors have determined that it
is appropriate to provide comparative information for the six
months to 30 November 2015, as previously published, rather than to
restate to the new interim reporting period basis. As a result,
comparative information for the six months ended 30 November 2015
has been presented.
The Group's presentation currency is the US Dollar and amounts
are rounded to the nearest thousand dollars ($000) except as
otherwise indicated.
2. ACCOUNTING POLICIES
The unaudited interim condensed consolidated financial
statements have been prepared on a going concern basis, under the
historical cost convention, except for the revaluation of certain
financial instruments.
The accounting policies adopted in the preparation of the
interim condensed consolidated financial statements are consistent
with those followed in the preparation of the Group's consolidated
financial statements for the seven-month period ended 31 December
2015.
3. SEGMENTAL ANALYSIS
The Group has one class of business: development, production and
distribution of hydrocarbons and related activities, which is
reported to the Executive Chairman (the chief operating decision
maker) in the form of internal management reports on a regular
basis. The reportable segments are analysed on a location basis.
Only the Cameroon segment is generating revenue, which is from the
sale of hydrocarbons. The accounting policies of the reportable
segments are the same as the Group's accounting policies.
The following tables present revenue, profit/(loss) and certain
asset and liability information regarding the Group's business
segments:
Russia
and
Cameroon Kazakhstan Corporate Total
Six months to 30 June
2016 (Unaudited) $000 $000 $000 $000
---------------------------------- ------------------------- ---------- --------- --------
Revenue 23,637 - - 23,637
---------------------------------- ------------------------- ---------- --------- --------
Segment result 6,810 (488) (2,013) 4,309
Finance costs (348) (19) (78) (445)
---------------------------------- ------------------------- ---------- --------- --------
Profit/(loss) before taxation 6,462 (507) (2,091) 3,864
Income tax expense (2,886) - - (2,886)
---------------------------------- ------------------------- ---------- --------- --------
Profit/(loss) for the
period 3,576 (507) (2,091) 978
---------------------------------- ------------------------- ---------- --------- --------
Total assets 140,477 103 15,097 155,677
Total liabilities (25,158) (244) (3,789) (29,191)
Other segment information
Capital expenditure:
Intangible assets 6,763 - - 6,763
Property, plant and equipment 2,560 - 58 2,618
Depreciation and amortisation 9,891 - 5 9,896
3. SEGMENTAL ANALYSIS
continued
Russia
and
Cameroon Kazakhstan Corporate Total
Six months to 30 November
2015 (Unaudited) $000 $000 $000 $000
---------------------------------- -------- ---------- --------- --------
Revenue 18,860 - - 18,860
---------------------------------- -------- ---------- --------- --------
Segment result 3,438 (464) (2,234) 740
Finance revenue - - - -
Finance costs (439) - (86) (525)
---------------------------------- -------- ---------- --------- --------
Profit/(loss) before taxation 2,999 (464) (2,320) 215
Income tax expense (1,077) - (28) (1,105)
---------------------------------- -------- ---------- --------- --------
Profit/(loss) for the
period 1,922 (464) (2,348) (890)
---------------------------------- -------- ---------- --------- --------
Total assets 135,723 116 15,404 151,243
Total liabilities (23,341) (258) (3,246) (26,845)
Other segment information
Capital expenditure:
Intangible assets 378 - - 378
Property, plant and equipment 1,737 - 5 1,742
Depreciation and amortisation 7,182 - 3 7,185
---------------------------------- -------- ---------- --------- --------
4. PROFIT/(LOSS) PER SHARE
Basic profit/(loss) per share is computed by dividing the
profit/(loss) after tax for the period available to ordinary
shareholders by the weighted average number of ordinary shares in
issue and ranking for dividend, excluding those held by the ESOP
Trust. Basic and diluted profit/(loss) per share were the same in
the prior period, as the effect of any potential ordinary shares
was anti-dilutive and was therefore excluded.
The following table sets forth the computation for basic and
diluted loss per share.
For the six-month period ended 30 June 2016 30 November
2015
Unaudited Unaudited
$000 $000
------------------------------------ ------------ -----------
Profit/(loss) for the period 978 (890)
------------------------------------ ------------ -----------
Number Number
------------------------------------ ------------ -----------
Number of shares
Weighted number of ordinary shares
- basic 108,133,450 105,236,040
Dilutive potential of share options 1,299,312 -
Weighted number of ordinary shares
- diluted 109,432,762 105,236,040
------------------------------------ ------------ -----------
Cents Cents
------------------------------------ ------------ -----------
Profit/(loss) per share - basic 0.90 (0.85)
Profit/(loss) per share -diluted 0.89 (0.85)
------------------------------------ ------------ -----------
5. INTANGIBLE ASSETS
Exploration
and
evaluation
assets Software Total
Six months to 30 June
2016 (Unaudited) $000 $000 $000
------------------------- ----------- -------- ------
Cost
Opening balance 71,511 44 71,555
Additions 6,761 2 6,763
Effects of movement
in foreign exchange 2,082 - 2,082
------------------------- ----------- -------- ------
Closing balance 80,354 46 80,400
------------------------- ----------- -------- ------
Accumulated amortisation
and impairment
Opening balance 70,840 23 70,863
Charge for the period - 13 13
Effects of movement
in foreign exchange 2,082 - 2,082
------------------------- ----------- -------- ------
Closing balance 72,922 36 72,958
------------------------- ----------- -------- ------
Carrying amount 30
June 2016 7,432 10 7,442
------------------------- ----------- -------- ------
Exploration
and
evaluation
assets Software Total
Seven months to 31
December 2015 (Audited) $000 $000 $000
------------------------- ----------- -------- --------
Cost
Opening balance 83,304 37 83,341
Additions 602 7 609
Effects of movement
in foreign exchange (12,395) - (12,395)
------------------------- ----------- -------- --------
Closing balance 71,511 44 71,555
------------------------- ----------- -------- --------
Accumulated amortisation
and impairment
Opening balance 83,235 15 83,250
Charge for the period - 8 8
Effects of movement
in foreign exchange (12,395) - (12,395)
------------------------- ----------- -------- --------
Closing balance 70,840 23 70,863
------------------------- ----------- -------- --------
Carrying amount 31
December 2015 671 21 692
------------------------- ----------- -------- --------
6. PROPERTY, PLANT AND EQUIPMENT
Oil and gas assets are depreciated on a unit-of-production
basis.
Assets under construction comprise of expenditure on the
uncompleted sections of the pipeline network on the Logbaba Gas and
Condensate Project in Cameroon.
Plant Oil and Assets
and gas under
equipment interest construction Total
Six months to 30 June
2016 (Unaudited) $000 $000 $000 $000
------------------------ --------- -------- ------------ -------
Cost
Opening balance 38,252 101,603 - 139,855
Additions 340 11 2,267 2,618
Disposals (184) - - (184)
------------------------ --------- -------- ------------ -------
Closing balance 38,408 101,614 2,267 142,289
------------------------ --------- -------- ------------ -------
Depreciation
Opening balance 3,147 25,274 - 28,421
Disposals (38) - - (38)
Charge for the period 668 9,215 - 9,883
------------------------ --------- -------- ------------ -------
Closing balance 3,777 34,489 - 38,266
------------------------ --------- -------- ------------ -------
Carrying amount 30 June
2016 34,631 67,125 2,267 104,023
------------------------ --------- -------- ------------ -------
Plant and Oil and Assets
gas under
equipment interest construction Total
Seven months to 31 December
2015 (Audited) $000 $000 $000 $000
---------------------------- --------- -------- ------------ -------
Cost
Opening balance 37,583 102,102 661 140,346
Reclassification of
opening balance - 2,028 - 2,028
Transfer to plant and
equipment - - (1,060) (1,060)
Transfer from assets
under construction 1,060 - - 1,060
Additions 183 500 399 1,082
Disposals (574) - - (574)
Reversal of capitalized
costs - (3,027) - (3,027)
---------------------------- --------- -------- ------------ -------
Closing balance 38,252 101,603 - 139,855
---------------------------- --------- -------- ------------ -------
Depreciation
Opening balance 2,720 16,273 - 18,993
Reclassification of
opening balance - 2,028 - 2,028
Disposals (97) - - (97)
Charge for the period 524 6,973 - 7,497
Closing balance 3,147 25,274 - 28,421
---------------------------- --------- -------- ------------ -------
Carrying amount 31 December
2015 35,105 76,329 - 111,434
---------------------------- --------- -------- ------------ -------
7. NET CASH
As at 30 June 2016 31 December
2015
Unaudited Audited
$000 $000
------------------------------------ ------------ -----------
Cash and cash equivalents 14,132 13,230
Borrowings: Current liabilities (5,475) (4,626)
Borrowings: Non-current liabilities (6,729) (2,607)
------------------------------------ ------------ -----------
1,928 5,997
------------------------------------ ------------ -----------
8. TRADE AND OTHER RECEIVABLES
As at 30 June 2016 31 December
2015
Unaudited Audited
$000 $000
------------------------------------ ------------ -----------
Trade receivables 10,618 6,249
Amounts due from concession partner 10,400 5,919
Other receivables 3,850 2,302
------------------------------------ ------------ -----------
24,484 14,470
------------------------------------ ------------ -----------
Amounts due from concession partner were received in full
subsequent to period end.
9. PROVISIONS
As at 30 June 2016 31 December
2015
Unaudited Audited
$000 $000
--------------------------- ------------ -----------
Decommissioning provisions 2,084 2,032
Reserve bonus provision 4,387 4,241
Production bonus provision 714 690
--------------------------- ------------ -----------
7,185 6,963
--------------------------- ------------ -----------
Decommissioning provisions relate to the Logbaba Concession and
Russian assets. Reserve bonus and production bonus provisions
relate to the Logbaba Concession. At 30 June 2016, $1.0 million (30
November 2015: $1.0 million) of the reserve bonus provision has
been classified as a current liability. The balance of the reserve
bonus provision and other provisions are considered to be
non-current.
In addition to the reserve bonus, there is a contingent
liability of $5.0 million pending the outcome of arbitrations
proceedings filed by the counterparty. There is further disclosure
regarding the reserve bonus in post balance sheet events note (see
note 13).
10. COMMITMENTS
At 30 June 2016 GDC had $18.5 million of commitments pertaining
to the drilling programme, the majority of which is expected to be
incurred during 2016. At 23 September 2016 GDC has remaining
drilling commitments of $17.6 million.
In addition to the drilling programme, the Group is committed to
performing seismic activities on the Matanda Concession. The
majority of the estimated costs (a range of $8.0-$10.0 million)
will be incurred during 2017 and 2018.
11. RELATED PARTY TRANSACTIONS
Cameroon Holdings Limited ("CHL") is held jointly by Victoria
Oil & Gas Plc (35%) and Logbaba Projects Limited (65%). HJ
Resources Limited ("HJR") has a 67% interest in Logbaba Projects
Limited. Kevin Foo (Executive Chairman) and certain members of his
family are the potential beneficiaries of a discretionary trust
that owns HJR. CHL is entitled to a production royalty based on GDC
revenue. The details of the royalty are set out in the Group's
Report and Accounts to 31 December 2015. During the period,
royalties of $3.3 million were paid to CHL by GDC. Dividends of
$1.0 million were paid by CHL to Victoria Oil & Gas Plc and are
reflected as 'dividends received from associate' in the cash flow
statement.
No further related party transactions have taken place during
the six-month period ended 30 June 2016 which have materially
affected the financial position or the performance of the Group
during that period. The nature and amounts of related party
transactions in the first six months of the current financial year
are consistent with those reported in the Group's Report and
Accounts to 31 December 2015.
12. MATANDA ACQUISITION
The Group reached an agreement with Glencore Exploration
Cameroon Limited to acquire a 75% participating interest in the
Matanda block PSC and completed the transaction on 6 April 2016
after receiving confirmation of approval of the assignment from the
State of Cameroon. The Matanda block neighbours the Logbaba block
in Douala, Cameroon and provides the Group access to additional gas
reserves in the area. The Group will be the operator of the PSC.
The consideration for the transaction was $Nil, however the Group
has assumed the work programme obligations, which include seismic
work to be performed in the near term and, pending the results of
the seismic testing, further exploration costs.
Included in the acquisition was drilling equipment, acquired for
$Nil, with a market value of approximately $3.8 million. The
acquisition has been deemed an acquisition of assets and the
drilling equipment is therefore included in the accounting records
at its cost of $Nil.
13. POST BALANCE SHEET EVENTS
Appointment of Director
Roger Kennedy was appointed as an independent Non-Executive
Director of the Company on 14 July 2016.
Reserve Bonus and 1.2% Royalty
In the Report and Accounts to 31 December 2015, the Group
disclosed that the counterparty to the reserve bonus had initiated
arbitration proceedings over the timing of the reserve bonus
payments. The provision for the reserve bonus at 31 December 2015
was a discounted $5.0 million, with a further $5.0 million
disclosed as a contingent liability should the arbitration ruling
favour the counterparty.
On 29 August 2016, GDC entered into formal mediation proceedings
with the counterparty. A confidential settlement agreement was
reached, which resolves all of the outstanding issues concerning
the reserve bonus and terminates the 1.2% royalty payable to the
counterparty, who is neither a shareholder nor related party. The
commercial terms of the settlement agreement are confidential;
however the terms are not materially different from the combined
provision and contingency described in the Report and Accounts to
31 December 2015.
14. SEASONALITY
The Gas Sales Agreement with our grid power customer has a
take-or-pay clause which results in consumption levels varying
between the dry months (January to June) and rainy months (July to
December). The minimum monthly consumption level during the dry
months, when hydro-electric power is less prevalent, is three times
higher than during the rainy months, resulting in higher revenues
and operating profits from this customer in the first half of the
financial year than the second six-month period. Revenues and
operating profits for all other customers are more evenly spread
between the two half years.
In accordance with the Logbaba Farm-In Agreement, GDC is
entitled to 100% of the revenues generated by the Project until
such time as the initial exploration costs, which GDC incurred, are
recovered. Thereafter revenues will be shared in accordance with
the participating interests in the Logbaba Concession, of which GDC
owns 60%, in the same manner that operating costs and post
exploration capital costs are shared. As at 31 May 2016 the Project
reached the milestone whereby the initial exploration costs were
recovered and therefore from 1 June 2016 onwards, revenues are
shared in accordance with participating interests of the
parties
In addition to the seasonal impact of our grid power customer,
revenues and operating profits in the second half of 2016 will be
impacted by the change in sharing of the Project revenues.
15. APPROVAL OF INTERIM FINANCIAL STATEMENTS
The unaudited interim condensed consolidated financial
statements were approved by the Board of Directors on 23 September
2016.
Copies of the Interim report are available by download from the
Company's website at: www.victoriaoilandgas.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR AKNDBPBKDDCB
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