2018 Full Year Results (Unaudited)
Energean Oil & Gas plc
("Energean" or the "Company")
2018 Full Year Results (Unaudited)
On track to deliver first gas from Karish and Tanin in 1Q 2021;
Four well drilling campaign in Israel commenced February 2019
London, 21 March 2019 - Energean Oil and Gas plc (LSE: ENOG, TASE: אנאג), the oil and gas producer focused on the Mediterranean, is pleased to announce its full-year results for the year ended 31 December 2018 ("FY 2018").
Mathios Rigas, Chief Executive, Energean Oil & Gas commented:
"In 2018 we made substantial progress in advancing our flagship Karish and Tanin development project and remain on-track to deliver first gas in 1Q 2021. We secured $13 billion of future revenues by signing 12 Gas Sales Agreements to deliver a total volume of 4.6 bcma, firmly underpinning the project's economics, signed a lump-sum, turnkey EPCIC contract with TechnipFMC, simplified project management, reduced our financial risk exposure, and secured funding for the project through the combination of a $1.3 billion project finance facility and the funds raised through our IPO on the LSE in March 2018. We remain focused on delivering the project and our medium-term strategy is to secure both the additional resource and offtake for the remaining spare capacity in our 8 bcma FPSO, which we believe will create significant further value for all of our stakeholders. In Greece, we grew production by 45% whilst simultaneously reducing costs per barrel by 29%, a tangible result of our commitment to optimising cash flows from our producing assets. We also commenced exploration activities in Western Greece and Montenegro. We continue to target value-enhancing opportunities in the Mediterranean area and aim to replicate the growth achieved over the last decade."
Operational and Financial highlights
· Increased 2P reserves to 347 million barrels with 2C resources of 58 million barrels, a combined 35% year-on-year increase.
· Delivered upon our milestones for achieving first gas from Karish and Tanin in 1Q 2021:
- Secured $460 million of equity and a US$1.275 billion project finance facility in March 2018;
- Took Final Investment Decision in March 2018;
- Achieved first steel cuts on the FPSO hull and topsides in November and December; and
- Commenced the four well drilling campaign on 28 February 2019; spudded Karish North on 15 March 2019.
· Secured $13bn of future revenues by signing 12 Gas Sales Agreements (excluding Or), to supply an average 4.6 bcma to the Israel domestic market.
· Signed an MOU with INGL for the transfer of the onshore infrastructure following first gas, which will result in cash inflow of NIS 369 million ($98 million) for Energean Israel.
· Delivered 4,053 bopd of production (2017: 2,803 bopd), a 45% year-on-year increase.
· Sanctioned the Epsilon development, commenced platform construction and the drilling programme.
· Reduced cost of production by 29% to $17.6/bbl (FY 2017: $24.7/bbl).
· Submitted the ESIA for the Katakolo project and commenced seismic operations in Western Greece, Israel and Montenegro.
· Listed on the London and Tel Aviv Stock Exchanges, subsequently becoming a constituent of the FTSE 250 and TA-35 indices.
|
|
FY 2018 $m |
FY 2017 $m |
|
Sales revenue |
90.3 |
57.8 |
|
Cost of production ($/boe) |
17.6 |
24.7 |
|
Operating profit / (loss) |
23.8 |
(13.7) |
|
Adjusted EBITDAX |
52.4 |
20.7 |
|
Operating cash flow |
62.7 |
29.1 |
|
Capital expenditure |
494.6 |
67.7 |
|
Cash capital expenditure |
293.6 |
67.3 |
|
Net debt / (cash) |
(75.6) |
75.6 |
Outlook
· Results from Karish North.
· Completion of the three Karish Main development wells including an exploration component.
· Sailaway of the Energean Power FPSO Hull from China to Singapore for integration of the topsides
· Continued pursuit of our strategy to secure both the resource and offtake for the remaining spare capacity in our 8 bcma FPSO.
· 2019 average production narrowed to 5,000 - 5,500 bopd, reflecting the delay experienced by the Epsilon extended reach well.
· Continued progress at Epsilon. Drilling of the extended reach well has been completed and the well completion is ongoing with first oil expected before the end of March. Pre-drilling of the vertical wells and platform construction is ongoing.
· Conclusions from early stage seismic operations in Israel, Montenegro and Western Greece.
Enquiries
|
Energean |
Tel: 07917 608645 |
|
Kate Sloan, Head of IR
|
|
|
Camarco (Financial PR) |
Tel: 020 3757 4980 |
|
Billy Clegg, Georgia Edmonds, Owen Roberts
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|
There will be a presentation for analysts later today to discuss the Company's Preliminary Results for the year ended 31 December 2018. The presentation slides will be available on the website as soon as possible after the event.
Meeting details:
Date: Thursday 21 March 2019
Time: 11:45 for a 12:00 start (UK Time)
Location: RBC Offices - One Queenhithe, Thames Court, LONDON, EC4V 3DQ
Conference call details:
United Kingdom Toll-Free: 08003589473 PIN: 71049231#
United Kingdom Toll: +44 3333000804 PIN: 71049231#
Israel Toll-Free: 1809213407 PIN: 71049231#
Israel Toll: +972 37207679 PIN: 71049231#
Audience URL: http://arkadinemea- events.adobeconnect.com/energeanreg/event/registration.html
Operational Review
Israel
Karish and Tanin Development
In March 2018, the Company took Final Investment Decision on its flagship 2.4 Tcf Karish and Tanin development following Energean's successful IPO, raising $460 million and the signing of Energean Israel's US$1.275 billion project finance facility in the same month, secured at an attractive margin.
Operations on the project are progressing in line with expectations and the development remains on track to deliver first gas in 1Q 2021.
Progress and key milestones
Energean is building the only FPSO in the Eastern Mediterranean with a total production and processing capacity of 8 bcma and delivered first steel cut on the Energean Power FPSO Hull in November 2018 and on the topsides in December 2018.
Energean highlights the following upcoming milestones:
· 2Q 2019: Keel laying on the Energean Power FPSO to commence
· 3Q 2019: Pipeline beach crossing at Dor to be completed
· 4Q 2019: Completion of the three Karish development wells
· 4Q 2019: Energean Power Hull sailaway from China to Singapore
· 1Q 2020: Topsides integration commences in Singapore
· 1Q 2020: Karish development wells cleaned up and suspended
· 2Q 2020: Installation of production manifold and other sub-surface structures
· 4Q 2020: Completion of topside integration and sailaway of the Energean Power
· 1Q 2021: First gas
Gas sales
Energean has signed Gas Sales Agreements that could result in the supply of up to 5.3 bcma (513 mmcfd) of gas into the Israel domestic market. Energean's counterparties include some of Israel's largest Independent Power Producers and industrial gas consumers and Energean continues to see strong domestic demand for its gas.
· 4.2 bcma (406 mmcfd) of this volume is represented by the 11 firm contracts that had been signed at the point of IPO.
· 0.4 bcma (39 mmcfd) is represented by the recently signed contract to supply gas to I.P.M. Beer Tuvia from approximately 2024. This contract is contingent on the results from Energean's 2019 drilling campaign.
· 0.7 bcma (68 mmcf) is represented by the Or Power (Dalia) contract.
In early 2019, the Israeli Electricity Authority index, to which most of our existing gas sales contracts are linked, was updated. As a result, the indices provided an average weighted sales price of $4.37/mmcf for the contracts that had been signed at the point of IPO. This represents a 3% increase from $4.25/mmcf at the time of listing.
In the medium term, Energean aims to secure both the resource and offtake for the remaining spare capacity in its 8 bcma (775 mmcfd) FPSO. Future gas sales will target both the domestic and regional export markets.
Drilling schedule
Energean commenced its four-well drilling campaign on 28 February 2019. The top hole sections of the three Karish Main development wells have already been batch drilled, which has delivered considerable operating efficiencies. The Karish North exploration well spudded on 15 March 2019 and will be drilled in its entirety. Following completion of this four well campaign, Energean has six options remaining on its drilling contract with Stena.
· Karish North
Karish North is targeting 1.3 Tcf (36.8 bcm) and 16.4 million bbls of gross prospective resources (Energean 70%) with a 69% volume weighted chance of success.
As previously announced, Karish North is budgeted at $25 million and P50 drilling time is 45 days.
Karish North is situated approximately 5.4km from the future location of the FPSO and Energean believes that commercialisation of a discovery could deliver attractive incremental economics. Success at Karish North would enable conversion of the 0.4 bcma I.P.M. Beer Tuvia contract from contingent into firm and either further increase gas sales or defer the Tanin development.
Energean believes that Karish North results could have important read across for the Karish East prospect and the upside component of the Karish Main wells.
· Three Development Wells
Completion of the three Karish Main development wells will follow Karish North. Reservoir sections and completions will be batch drilled to maximise operational and cost efficiencies.
These three wells will deliver 4.2 bcma (406 mmcfd) of firm contracted gas sales into the Israeli domestic market, commencing 1Q 2021. Energean has built redundancy into its field development plan and the required gas volume is expected to be produced by just two of the wells.
The primary development target in Karish Main is the C sands, which contain the majority of Energean's 2P reserves. The A sands are eroded on crest, the B sands are thin and form a secondary target for recompletion post C sand development. The exploration component of the development wells includes upside in the B and D sands.
All of the Karish Main wells will be flow tested with rates and pressures recorded. A mini-DST will be run across all gas bearing stratigraphic units.
Reserves and resources
In August 2018, Energean commissioned an independent CPR report on its reserves and resources in Israel. As part of its report, NSAI certified the conversion of 2.2 Tcf (63 bcm) and 31.8 MMbbls of gross contingent resources into 2P reserves. 0.2 Tcf (4 bcm) of gas relating to the B sands remains within contingent resources. Advancement of the B unit volumes into reserves is dependent on demonstration of commercial deliverability and connected volume to development wells, which should be achieved through testing of one or more of the development wells.
The CPR also identified 7.5 Tcf and 101 million barrels of gross prospective resources across our acreage, as disclosed in the table below. In early 2019, Energean undertook a 3D seismic acquisition programme across licences 23 and 31, which is discussed in the Exploration section of this report.
|
|
Gas |
Liquids |
Geological probability of success |
|
|
Bcf |
MMbbls |
% |
|
Karish Field |
|
|
|
|
Karish North |
1,334 |
16.4 |
69 |
|
Karish Main |
648 |
8.0 |
62 |
|
Karish East |
504 |
7.6 |
70 |
|
Karish Deep |
9 |
7.0 |
22 |
|
Total Karish Field |
2,495 |
39.0 |
|
|
Tanin Field |
|
|
|
|
Prospect E |
251 |
1.3 |
80 |
|
Prospect F |
79 |
0.4 |
81 |
|
Prospect G |
66 |
0.3 |
81 |
|
Deep |
48 |
37.8 |
20 |
|
Total Tanin Field |
444 |
40.0 |
|
|
Licence 12 |
|
|
|
|
Apollo |
78 |
0.4 |
72 |
|
Athena East |
286 |
1.4 |
76 |
|
Athena West |
85 |
0.4 |
75 |
|
Hera |
254 |
1.3 |
75 |
|
Hestia |
37 |
0.2 |
68 |
|
Zeus |
413 |
2.0 |
75 |
|
Total Licence 12 |
1,153 |
6.0 |
|
|
Licences 21/22/31 |
|
|
|
|
Ares |
267 |
1.3 |
58 |
|
Artemis |
70 |
0.3 |
58 |
|
Demeter |
178 |
0.9 |
58 |
|
Hercules |
887 |
4.4 |
37 |
|
Hermes |
1,016 |
5.0 |
56 |
|
Orpheus Northeast |
204 |
1.0 |
58 |
|
Orpheus Southwest |
144 |
0.7 |
50 |
|
Poseidon |
608 |
3.0 |
57 |
|
Total Licences 21/22/31 |
3,375 |
17.0 |
|
|
Total |
7,466 |
101.0 |
|
Greece
Production
Working interest production from Greece averaged 4,053 boepd during 2018, an increase of 45% versus the comparable period in 2017 (FY 2017: 2,803 boepd) and in line with expectations. The year-on-year uplift is primarily due to successful reservoir management and continued execution of the development drilling programme.
Energean expects to deliver production of between 5,000 and 5,500 bopd during 2019. Production guidance has been narrowed to reflect the delay experienced by the Epsilon extended reach well.
Reserves & resources
At year-end 2018, NSAI has certified 38.9 mmboe of 2P reserves (2017: 40.5 mmboe) and 33.9 mmboe of 2C resources (2017: 23.8 mmboe) in the Prinos area. The reduction in 2P reserves is due to production during 2018. The 10.1 mmboe increase in 2C resources results from improved recovery efficiency and economic parameters and is primarily attributable to the Prinos and Prinos North fields. Conversion of contingent resources into reserves is dependent on creation of a development plan and commitment to develop the properties.
2018 Overview
In 1H 2018, Energean drilled an Extended Reach c. 4,400m horizontal well in the Prinos North satellite to exploit attic oil. This well produced at an average rate of over 1,000 bopd over the full year. A second horizontal well targeting early production from the Epsilon reservoir was spudded during 2H 2018.
In July 2018, Energean discovered oil pay intervals in the deeper Kazaviti and D horizons in the PA-32 well. Based on well logs, both reservoir units were predicted to be of low permeability (<5 mD) and discrete well tests were unable to establish a flow to surface. Oil was subsequently seen and sampled at the PA-32 wellhead immediately prior to perforating operations on the shallower B-reservoir.
In December 2018, the first vertical well of the Epsilon Lamda Platform development, EL-1, encountered the previously discovered Epsilon A reservoir. The well found a marginally thicker gross section of 98m with 40 - 45m of net pay in the Epsilon A reservoir as compared to the gross and net thicknesses of 80m and 40m encountered in past wells. EL-1 also penetrated the Deeper Epsilon Reservoir, discovering a zone of approximately 82m thickness and 30-35m net pay, which was ahead of expectations. A third zone, the Dolomitic Zone, was also penetrated, showing some additional hydrocarbon potential across the 140m drilled.
2019 and Outlook
During 2019, Energean will continue its drilling programme using the owned Energean Force rig. Well targets will be determined by the results of ongoing analysis.
Epsilon extended reach well drilling has been completed and the completion string is currently being run. Production is expected to commence before the end of March. The well has been drilled to a depth of 5679 meters with a horizontal section, intersecting all layers of the Epsilon A reservoir, of 670 meters. Delays have been encountered because of issues with downhole equipment and tightness of the supply chain as industry activity picks up. The well has been drilled to accelerate first production from the Epsilon accumulation as part of the Epsilon full field development.
At the Epsilon Platform Development, pre-drilling of the EL-2 and EL-3 wells is proceeding as planned and construction of the Lamda platform is ongoing in the Constanza Yard, Romania. First Oil is expected from the Epsilon platform development in late 2019 / early 2020.
Katakolo
Energean's Katakolo development contains independently certified 2P reserves of 10.5 mmbbls (Energean: 100%). The asset is held as a 25 year production licence with no outstanding commitments.
Energean submitted its environmental and social impact assessment in 4Q 2018 and expects to receive approval shortly. During 2019, Energean will determine whether Final Investment Decision or a farm-down will generate the most value for our stakeholders.
Exploration
Seismic
During 2018, a seismic campaign of three separate 3D seismic surveys was scheduled using the PGS Ramform Titan seismic vessel. The campaigns were conducted in concert in order to minimise acquisition costs, including mobilisation, demobilisation and unit costs. Energean opted for a turnkey contract to avoid risks including bad weather that can have a major impact on overall costs. The seismic campaign started on 23 December 2018 in Israel. Acquisition commenced on licence 31 followed by licence 23, before the vessel moved to Montenegro to shoot 3D across licences 26 and 30.
Israel, Licences 31 and 23:
Energean committed to cover licences 31 and 23 with 3D seismic (specifically excluding those areas previously covered) as part of the first exploration licencing round. Energean shot 181 km2 of 3D lines in licence 31 and 255km2 in licence 23, covering areas that were previously only covered by sparse 2D.
The Orpheus prospect, located in the South-West corner, was the primary objective of the survey in licence 31 with a secondary objective to investigate further prospectivity South-West of the Orpheus prospect. In licence 23, the objectives were to delineate the Hercules prospect and secondly to investigate deeper prospectivity. The Mesozoic Hercules lead is the most likely prospect across Energean's acreage to be charged with oil.
The data quality across both licences in Israel was excellent. The processing of the new 3D is ongoing and will be merged with legacy 3D into a single mega 3D seismic volume.
Montenegro
Energean committed to cover licences 26 and 30 with 3D seismic as part of the exploration licensing bid round. In February 2019, Energean acquired 338km2 of new 3D seismic, which will be processed together with the legacy seismic data.
Montenegrin licences 26 and 30 were acquired in March 2017, when Energean signed an exploration concession contract. Preliminary estimates, made before the recently acquired seismic data was available, placed unrisked prospective resources at 1.8 Tcf of natural gas and 143.9 MMbbls of liquids.
We believe Montenegro has significant exploration potential for future oil and gas discoveries and the entry of ENI into the four blocks neighbouring those held by Energean, with significant exploration commitments, is an indication of the area's potential.
M&A Opportunities
Energean Management continues to look at inorganic growth opportunities within the Mediterranean region. All opportunities are considered within our key guiding principle of disciplined capital allocation to ensure that Energean delivers maximal value for all key stakeholders. Any new projects or assets will compete for capital with the returns available from within the existing portfolio.
Financial Review
Financial results summary
|
|
2018 $m |
2017 $m |
Change |
|
|
Av. daily working interest production (kboed) |
4.1 |
2.8 |
46.4% |
|
|
Sales revenue ($m) |
90.3 |
57.8 |
56.4% |
|
|
Realised Oil Price ($/boe) |
60.3 |
46.7 |
29.1% |
|
|
Cost of oil production ($m) |
26.0 |
25.3 |
2.8% |
|
|
Cost of production per barrel ($/boe) |
17.6 |
24.7 |
(28.9)% |
|
|
Administrative & selling expenses ($m) |
12.1 |
6.4 |
88.3% |
|
|
Adjusted EBITDAX ($m) |
52.4 |
20.7 |
153.6% |
|
|
Cash flow from operating activities ($m) |
62.7 |
29.1 |
115.4% |
|
|
Capital expenditure ($m) |
494.6 |
67.6 |
631.3% |
|
|
Cash capital expenditure ($m) |
293.6 |
54.0 |
443.6% |
|
|
Net debt (cash) ($m) |
(75.6) |
75.6 |
(200%) |
|
|
Net debt / equity (%) |
(7.0%) |
26.2% |
(126.5) |
Revenue, Production and commodity prices
Working interest production from Greece averaged 4,053 boepd, an increase of 45% for the period (2017: 2,803 boepd). The increase in production is due to continued reservoir management of asphaltene precipitation and progress through the development drilling programme.
Prinos production is sold at a $6.4/bbl discount to Urals Med blend, adjusted for final cargo API. Revenues in 2018 benefitted from both increased volumes and realised prices.
Cost of production
Cost of oil production is a non-IFRS measure that is used by the Group as a useful indicator of the Group's underlying cash costs to produce hydrocarbons. The Group uses the measure to compare operational performance period-to-period, to monitor cost and assess operational efficiency. Cost of oil production is calculated as cost of sales, adjusted for depreciation and hydrocarbon inventory movements.
The spare processing capacity in the Prinos infrastructure provides a high level of operational leverage. This has resulted in a 29.1% reduction in per barrel production costs, from $24.7 /bbl in 2017 to $17.6 /bbl in 2018. As production grows, Energean expects operating costs to continue to fall, reaching less than $10 /bbl if the NSAI 2P production profile were to be achieved. Energean expects 2019 operating costs of $14 - $17 /bbl.
Depreciation
Depreciation increased by 91% to $34.3 million (2017: $18.0 million) due to increased production and capital expenditure invested in Greece.
Sales, General and Administrative expenses
Energean incurred S, G & A costs of $12.1 million in 2018. This represents an 89% increase versus the previous year (2017: $6.4 million) and is due to the additional staffing and administrative costs associated with the rapid growth of the Group's portfolio, the efforts associated with developing the projects, and additional requirements associated with being a Premium listed entity.
For the full year 2019 Energean expects ("S,G&A") costs to be $15 million, reflecting the additional costs associated with a full year of being listed on the LSE and the TASE, and the continued increase in the size of the business.
Other income
Other income of $7.8 million (2017: $6.4 million expense) includes a reversal of a provision for the Greek tax and transfer pricing penalties relating to fiscal years 2006-2011, which were the subject of an appeal that was ruled in Energean's favour in July 2018.
Finance costs
Financing costs for the period were $13.5 million (2017: $22.9 million), and are composed mainly of $15.1 million of interest expenses on the RBL and Project Finance facilities plus $5.7 million of interest expenses on long term payables representing payments to seller on Karish and Tanin, offset by capitalised interest of $9.3 million. The decrease versus the previous period is associated with the conversion of a shareholder loan to preference shares during 2017.
Derivative financial instruments
The gain on derivative of $96.7 million is a result of the valuation of a derivative financial instrument, measured at fair value at the end of each reporting date, which related to Energean Israel Limited Class B Shares that the Group had a contingent commitment to acquire in the event of an exit (IPO or sale). The methodology used to value the shareholding multiplied the estimated probability of an exit event (IPO or sale) by the estimated difference between the consideration payable and the estimated value of the B shares. The gain recognised in 2018 (FY 2017: $25.8 million) reflects the increase in probability of an exit event to 100% when Energean listed on the London Stock Exchange on 21 March 2018. Following execution on the contingent commitment the derivative financial asset was derecognised and transferred to the cost of investment in Energean Israel Limited.
Crude oil hedging
Energean has no outstanding crude oil hedges.
Taxation
Energean recorded tax income of $15.5 million in 2018 (2017: $14.1 million tax expense) primarily associated with an increased recognition of a deferred tax asset.
Adjusted EBITDAX
Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated as profit or loss for the period, adjusted for discontinued operations, taxation, depreciation and amortisation, other income and expenses (including the impact of derivative financial instruments and foreign exchange), net finance costs and exploration costs. The Group presents adjusted EBITDAX as it is used in assessing the Group's growth and operational efficiencies as it illustrates the underlying performance of the Group's business by excluding items not considered by management to reflect the underlying operations of the Group.
|
|
2018 |
2017 |
|
$m |
$m |
|
|
Adjusted EBITDAX |
52.4 |
20.7 |
|
Reconciliation to profit / (loss): |
|
|
|
Depreciation and amortisation |
(34.3) |
(18.0) |
|
Exploration and evaluation expense |
(2.1) |
(10.0) |
|
Other income/(expense) |
7.8 |
(6.4) |
|
Finance expenses |
(13.5) |
(22.9) |
|
Finance income |
1.7 |
0.0 |
|
Gain on derivative |
96.7 |
25.8 |
|
Net foreign exchange |
(23.5) |
36.2 |
|
Taxation income / (expense) |
15.5 |
(14.1) |
|
Profit / (loss) from discontinued operations |
- |
(1.4) |
|
Income for the year |
100.8 |
9.9 |
Operating cash flow
Cash from operations before movements in working capital was $53.9 million, representing a 197% increase on the comparable period (2017: $18.1 million). After adjusting for working capital movements, cash from operations was $62.7 million, a 115% increase on the comparable period (2017: $29.1 million).
Capital expenditure
Capital expenditure is a useful indicator of the Group's organic expenditure on oil and gas assets and exploration and appraisal assets incurred during a period. Capital expenditure is defined as additions to property, plant and equipment and intangible exploration and evaluation assets excluding decommissioning asset additions, disposal and capitalised depreciation, less capitalised borrowing cost.
|
|
2018 |
|
2017 |
|
Additions to property, plant and equipment |
497.7 |
|
65.7 |
|
Additions to intangible exploration and evaluation assets |
6.2 |
|
3.2 |
|
Less |
|
|
|
|
Capitalised borrowing costs |
(9.2) |
|
(1.3) |
|
Total |
494.6 |
|
67.6 |
Capital expenditure was $494.6 million, of which $396.5 million was invested in Israel, $97.2 million in Greece and $1.3 million in other areas. 2018 capex does not include the Karish acquisition and development cost of $86.0 million, which was accrued pre consolidation at 29 March 2018.
Cash capital expenditure in 2018 was $293.6 million (FY 2017: $54.0 million).
Energean expects consolidated capital expenditure in 2019 to be $825 - 860 million, the break-down of which is provided in the table below.
|
|
Israel $ million |
Greece $ million |
Montenegro $ million |
New Business $ million |
Total $ million |
|
Exploration |
30 - 40 |
5 - 10 |
5 |
5 |
45 - 60 |
|
Development |
640 - 650 |
140 - 150 |
- |
- |
780 - 800 |
|
Total |
670 - 690 |
145 - 160 |
5 |
5 |
825 - 860 |
Goodwill
Energean has recorded $75.8 million of goodwill (2017: $ nil) in respect of the acquisition of Energean Israel Limited. In accordance with IAS 12, Energean is required to recognise a deferred tax liability in relation to the forward liability assumed, the provision for which is calculated as the tax rate of Israel (23%) multiplied by the difference between the assigned fair value and the tax bases of assets acquired. The offsetting accounting entry to this is goodwill. None of this goodwill will be deductible for tax purposes.
Net cash / debt and gearing ratio
Net debt is defined as the Group's total borrowings less cash and cash equivalents. Management believes that net debt is a useful indicator of the Group's indebtedness, financial flexibility and capital structure because it indicates the level of borrowings after taking account of any cash and cash equivalents that could be used to reduce borrowings. The Group defines capital as total equity and calculates the gearing ratio as net debt divided by capital.
|
Net debt reconciliation |
2018 $m |
|
2017 $m |
|
EBRD facility ($200m) |
144.3 |
|
91.3 |
|
Israel Project Finance facility ($1,275m) |
- |
|
- |
|
Total borrowings |
144.3 |
|
91.3 |
|
Cash and cash equivalents |
(219.8) |
|
(15.7) |
|
Total net debt / (cash) |
(75.6) |
|
75.6 |
|
Capital |
1,087.8 |
|
289.0 |
|
Gearing ratio |
(7.0%) |
|
26.1% |
In March 2018, Energean raised $460.0 million through its Premium List IPO. Net of cash transaction costs of $20.1 million this contributed $439.9 million of cash.
EBRD Facility Agreements
On 30 January 2018, the Group's existing EBRD Senior Facility Agreement was amended and restated pursuant to the RBL Senior Facility Agreement. The RBL Senior Facility Agreement comprises two facilities i) a facility of up to $105 million with EBRD and the Black Sea Trade and Development Bank as lenders; and ii) a $75 million facility pursuant to which the Export-Import Bank of Romania Eximbank SA and Banca Comerciala Intesa Sanpaolo Romania S.A. (with 95% insurance cover from the Romanian ECA) are lenders. Proceeds from the Romanian Club Facility will finance exclusively 85% of the value attributable to goods and services under the GSP EPCIC. Interest is charged on the $105 million component of the loan at LIBOR + 4.9% and on the $75 million Romanian facility at LIBOR + 3%.
Karish-Tanin Project Finance
In 1H 2018 Energean secured $1,275 million of senior secured project finance for its Karish-Tanin project. The loan is held at the Energean Israel Limited level (Energean 70%). Once drawn, interest is to be charged at LIBOR + 3.75% over months 1 to 12, LIBOR + 4.00% over months 13 - 24, LIBOR + 4.25% over months 25 - 36 and LIBOR + 4.75% over months 37 - 45. The facility matures in December 2021 and has a bullet repayment on maturity. There is a commitment fee of 30% of the applicable margin. Energean estimates that the weighted average applicable interest rate over the life of the facility will be 4.0%.
Business combination
On 27 March 2018, the Group, following a final investment decision in respect of the Karish and Tanin assets, subscribed for additional shares in Energean Israel for an aggregate consideration of US$266.7 million, payable in cash, increasing its shareholding in Energean Israel to 70% from 50% as Kerogen Capital did not participate in the new share issuance. Upon completion of this subscription, the Group holds 70% of the shares in Energean Israel, with Kerogen holding the remaining 30%. Following the above, Energean Israel is consolidated in Energean's accounts.
Group Income Statement
|
YEAR ENDED 31 DECEMBER 2018
|
|
(Unaudited) 2018 |
|
2017 |
|
|
Notes |
$'000 |
|
$'000 |
|
Revenue |
|
90,329 |
|
57,752 |
|
Cost of Sales |
5a |
(60,019) |
|
(48,648) |
|
Gross profit |
|
30,310 |
|
9,104 |
|
Administrative expenses |
5b |
(11,666) |
|
(5,991) |
|
Selling and distribution expenses |
|
(453) |
|
(445) |
|
Exploration and evaluation expenses |
|
(2,102) |
|
(9,966) |
|
Other income / (expense) |
|
7,751 |
|
(6,398) |
|
Operating profit/(loss) |
|
23,840 |
|
(13,696) |
|
Finance Income |
6 |
1,735 |
|
14 |
|
Finance Costs |
6 |
(13,471) |
|
(22,940) |
|
Gain on derivative |
7 |
96,709 |
|
25,786 |
|
Net foreign exchange (loss) / gain |
6 |
(23,521) |
|
36,243 |
|
Profit from continuing operations before tax |
|
85,292 |
|
25,407 |
|
Taxation income / (expense) |
8 |
15,527 |
|
(14,061) |
|
Profit from continuing operations |
|
100,819 |
|
11,346 |
|
Net results from discontinued operations |
|
- |
|
(1,403) |
|
Income for the year |
|
100,819 |
|
9,943 |
|
Attributable to: |
|
|
|
|
|
Owners of the parent |
|
105,279 |
|
9,952 |
|
Non-controlling interests |
|
(4,460) |
|
(9) |
|
|
|
100,819 |
|
9,943 |
|
Basic and diluted earnings per share (cents per share) |
2 |
|
|
|
|
Basic |
|
$0.80 |
|
$0.14 |
|
Diluted |
|
$0.79 |
|
$0.14 |
Group Statement of comprehensive income and expenses
|
YEAR ENDED 31 DECEMBER 2018
|
|
(Unaudited) 2018 |
|
2017 |
|
|
|
$'000 |
|
$'000 |
|
Income for the year |
|
100,819 |
|
9,943 |
|
Items that may be reclassified subsequently to profit or loss: |
|
|
||
|
Exchange difference on the translation of foreign operations |
|
(4,288) |
|
(2,252) |
|
|
|
(4,288) |
|
(2,252) |
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
||
|
Remeasurement of defined benefit pension plan |
|
(444) |
|
(258) |
|
Income taxes on items that will not be reclassified to profit or loss |
|
107 |
|
74 |
|
|
|
(337) |
|
(184) |
|
Other comprehensive loss after tax |
|
(4,625) |
|
(2,436) |
|
Total comprehensive income for the year |
|
96,194 |
|
7,507 |
|
Attributable to: |
|
|
|
|
|
Owners of the parent |
|
100,855 |
|
7,516 |
|
Non-controlling interests |
|
(4,661) |
|
(9) |
|
|
|
96,194 |
|
7,507 |
Group Statement of Financial Position
YEAR ENDED 31 DECEMBER 2018
|
|
|
(Unaudited) 2018 |
|
|
2017 |
|
|
Notes |
$'000 |
|
|
$'000 |
|
ASSETS |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
ͮ |
|
Property, plant and equipment |
9 |
1,341,704 |
|
|
309,976 |
|
Intangible assets |
10 |
10,555 |
|
|
4,000 |
|
Goodwill |
4 |
75,800 |
|
|
- |
|
Other receivables |
11 |
71,845 |
|
|
591 |
|
Deferred tax asset |
|
15,532 |
|
|
13,473 |
|
|
|
1,515,436 |
|
|
328,040 |
|
Current assets |
|
|
|
|
|
|
Inventories |
|
9,912 |
|
|
9,529 |
|
Trade and other receivables |
11 |
32,883 |
|
|
24,684 |
|
Cash and cash equivalents |
|
219,822 |
|
|
15,692 |
|
Derivative asset |
7 |
- |
|
|
93,292 |
|
|
|
262,617 |
|
|
143,197 |
|
Total assets |
|
1,778,053 |
|
|
471,237 |
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
Share capital |
|
2,066 |
|
|
917 |
|
Share premium |
|
664,027 |
|
|
- |
|
Merger reserves |
|
139,903 |
|
|
139,903 |
|
Other reserves |
|
5,907 |
|
|
73,750 |
|
Foreign currency translation reserves |
|
(15,513) |
|
|
(11,427) |
|
Share based payment reserve |
|
1,395 |
|
|
- |
|
Retained earnings |
|
29,993 |
|
|
(138,455) |
|
Equity attributable to equity holders of the parent |
|
827,778 |
|
|
64,688 |
|
Non-controlling interests |
|
260,045 |
|
|
224,294 |
|
Total Equity |
|
1,087,823 |
|
|
288,982 |
|
Non-Current Liabilities |
|
|
|
|
|
|
Borrowings |
12 |
144,270 |
|
|
78,831 |
|
Deferred tax liabilities |
|
76,370 |
|
|
3,570 |
|
Retirement benefit liability |
|
3,659 |
|
|
3,288 |
|
Provisions |
13 |
7,530 |
|
|
5,688 |
|
Other payables |
14 |
72,723 |
|
|
2,544 |
|
|
|
304,552 |
|
|
93,921 |
|
Current Liabilities |
|
|
|
|
|
|
Trade and other payables |
14 |
385,678 |
|
|
66,528 |
|
Borrowings |
12 |
- |
|
|
12,500 |
|
Provisions |
13 |
- |
|
|
9,306 |
|
|
|
385,678 |
|
|
88,334 |
|
Total Liabilities |
|
690,230 |
|
|
182,255 |
|
Total Equity and Liabilities |
|
1,778,053 |
|
|
471,237 |
|
Group Statement of Changes in Equity YEAR ENDED 31 DECEMBER 2018
|
|||||||||||||||||||
|
|
Share Capital |
Share Premium1 |
Other Reserve2 |
Share based payment reserve3 |
Translation Reserve4 |
Retained earnings |
Merger reserves |
Total |
Non Controlling Interests |
Total |
|
||||||||
|
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
||||||||
|
At 1 January 2017 |
14,904 |
125,851 |
404 |
- |
(9,175) |
(148,407) |
- |
(16,423) |
303 |
(16,120) |
|
||||||||
|
Profit for the year |
- |
- |
- |
- |
|
9,952 |
- |
9,952 |
(9) |
9,943 |
|
||||||||
|
Exchange difference on the translation of foreign operations |
- |
- |
- |
- |
(2,252) |
- |
- |
(2,252) |
- |
(2,252) |
|
||||||||
|
Remeasurement of defined benefit pension plan |
- |
- |
(258) |
- |
- |
- |
- |
(258) |
- |
(258) |
|
||||||||
|
Income taxes of other comprehensive income |
- |
- |
74 |
- |
- |
- |
- |
74 |
- |
74 |
|
||||||||
|
Total comprehensive income |
- |
- |
(184) |
- |
(2,252) |
9,952 |
- |
7,516 |
(9) |
7,507 |
|
||||||||
|
Transactions with owners of the company |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Issuance of shares |
65 |
- |
- |
- |
- |
- |
- |
65 |
- |
65 |
|
||||||||
|
Group restructuring |
(14,052) |
(125,851) |
- |
- |
- |
- |
139,903 |
- |
- |
- |
|
||||||||
|
Modification of derivative (Note 7) |
- |
- |
67,506 |
- |
- |
- |
- |
67,506 |
- |
67,506 |
|
||||||||
|
Transaction with non controlling interests (28.5) |
- |
- |
6,761 |
- |
- |
- |
- |
6,761 |
224,000 |
230,761 |
|
||||||||
|
Transfer due to disposal of subsidiary |
- |
- |
(737) |
- |
- |
- |
- |
(737) |
- |
(737) |
|
||||||||
|
At 1 January 2018 |
917 |
- |
73,750 |
- |
(11,427) |
(138,455) |
139,903 |
64,688 |
224,294 |
288,982 |
|
||||||||
|
Profit for the period |
- |
- |
- |
- |
- |
105,279 |
- |
105,279 |
(4,460) |
100,819 |
|
||||||||
|
Remeasurement of defined benefit pension plan |
- |
- |
(337) |
- |
- |
- |
- |
(337) |
- |
(337) |
|
||||||||
|
Exchange difference on the translation of foreign operations |
- |
- |
- |
- |
(4,086) |
- |
- |
(4,086) |
(202) |
(4,288) |
|
||||||||
|
Total comprehensive income |
- |
- |
(337) |
- |
(4,086) |
105,279 |
- |
100,856 |
(4,662) |
96,194 |
|
||||||||
|
Retrospective application of IFRS 9 |
- |
- |
- |
- |
- |
(4,337) |
- |
(4,337) |
|
(4,337) |
|
||||||||
|
Transactions with owners of the company |
|
- |
- |
- |
|
|
|
- |
|
- |
|
||||||||
|
IPO shares |
1,009 |
458,991 |
- |
- |
- |
- |
- |
460,000 |
- |
460,000 |
|
||||||||
|
Issuance of shares for share-based payment transactions |
7 |
3,110 |
- |
- |
- |
- |
- |
3,117 |
- |
3,117 |
|
||||||||
|
Transaction cost in relation to IPO and new share issue |
(24,057) |
- |
- |
- |
- |
- |
(24,057) |
- |
(24,057) |
|
|||||||||
|
Employee share schemes |
4 |
2,112 |
- |
1,395 |
- |
- |
- |
3,511 |
- |
3,511 |
|
||||||||
|
Derecognition of derivative asset |
- |
- |
(67,506) |
- |
|
67,506 |
- |
- |
- |
- |
|
||||||||
|
Share capital increase in subsidiary |
- |
- |
- |
- |
- |
- |
- |
- |
59,613 |
59,613 |
|
||||||||
|
Transaction with non controlling interests |
129 |
223,871 |
- |
- |
- |
- |
- |
224,000 |
(224,000) |
- |
|
||||||||
|
NCI on acquisition of subsidiary (note 4) |
- |
- |
- |
- |
- |
- |
- |
- |
204,800 |
204,800 |
|
||||||||
|
At 31 December 2018 (unaudited) |
2,066 |
664,027 |
5,907 |
1,395 |
(15,513) |
29,993 |
139,903 |
827,778 |
260,045 |
1,087,823 |
|
||||||||
1 The share premium account represents the total net proceeds on issue of the Company's shares in excess of their nominal value of £0.01 per share less amounts transferred to any other reserves.
2 Other reserves are used to recognise remeasurement gain or losses on cash flow hedge and actuarial gain or losses from the defined retirement benefit plan. Furthermore, other reserve are used to recognise measurement gains from derivative asset, refer to note 7 for further detail of this transaction
3 The share-based payments reserve is used to recognise the value of equity-settled share-based payments granted to employees, including key management personnel, as part of their remuneration. The Group has chosen to recognise the credit in the share based payment reserve reserve and transfers the relevant portion of this reserve to share premium when the shares options are vested.
4 The foreign currency translation reserves is used to record unrealised exchange differences arising from the translation of the financial statements of entities within the Group that have a functional currency other than US dollars.
|
Group Statement of Cash Flows YEAR ENDED 31 DECEMBER 2018 |
|
||||
|
|
|
(Unaudited) 2018 |
|
2017 |
|
|
|
Notes |
$'000 |
|
$'000 |
|
|
Operating activities |
|
|
|
|
|
|
Profit/(loss) from continuing operations before tax |
|
85,292 |
|
25,407 |
|
|
Loss from discontinued operations before tax |
|
- |
|
(1,403) |
|
|
Profit / (loss) before taxation |
|
85,292 |
|
24,004 |
|
|
Adjustments to reconcile profit/(loss) before taxation to net cash provided by operating activities: |
|
|
|
|
|
|
Depreciation of property, plant and equipment |
9 |
34,087 |
|
17,808 |
|
|
Amortisation of intangible assets |
10 |
171 |
|
200 |
|
|
Impairment loss on property, plant and equipment |
|
- |
|
1,344 |
|
|
Impairment loss on intangible assets |
|
- |
|
6,663 |
|
|
Impairment loss on inventory |
|
992 |
|
- |
|
|
Gain from disposal on property, plant and equipment |
|
(6) |
|
- |
|
|
Gain from disposal of subsidiary |
|
- |
|
(1,540) |
|
|
(Decrease)/increase in provisions |
|
(6,757) |
|
8,748 |
|
|
Finance income |
6 |
(1,735) |
|
(14) |
|
|
Finance costs |
6 |
13,471 |
|
22,940 |
|
|
Fair value gain on derivative |
7 |
(96,709) |
|
(25,786) |
|
|
Share-based payment charge |
|
1,570 |
|
- |
|
|
Net foreign exchange (gain)/loss |
|
23,521 |
|
(36,243) |
|
|
Cash flow from operations before working capital adjustments |
|
53,897 |
|
18,124 |
|
|
(Increase)/decrease in inventories |
|
(1,807) |
|
4,985 |
|
|
Decrease/(Increase) in trade and other receivables |
|
10,741 |
|
(11,168) |
|
|
(Decrease)/increase in trade and other payables |
|
(3,562) |
|
17,157 |
|
|
Net cash inflow from operating activities |
|
59,269 |
|
29,097 |
|
|
Tax paid |
|
(251) |
|
- |
|
|
Receipts in relation to provisions |
12 |
3,666 |
|
- |
|
|
Cash flow from operations |
|
62,684 |
|
29,097 |
|
|
Investing activities |
|
|
|
|
|
|
Payment for additions to property, plant and equipment |
|
(290,123) |
|
(48,744) |
|
|
Payment for additions to intangible assets |
|
(3,449) |
|
(5,259) |
|
|
Disposal of subsidiary, net of cash disposed |
|
|
|
(5,610) |
|
|
Acquisition of a subsidiary, net of cash acquired |
4 |
(32,746) |
|
- |
|
|
Proceeds from disposal of property, plant and equipment |
|
63 |
|
1,000 |
|
|
Interest received |
|
1,591 |
|
14 |
|
|
Net cash used in investing activities |
|
(324,664) |
|
(58,599) |
|
|
Financing activities |
|
|
|
|
|
|
Proceeds from issue of share capital |
|
460,000 |
|
- |
|
|
Proceeds from new debt |
|
55,626 |
|
33,915 |
|
|
Proceed from capital increases by non-controlling interests |
|
67,613 |
|
- |
|
|
Transaction costs in relation to IPO and new share issue |
|
(20,057) |
|
- |
|
|
Debt arrangement fees paid |
|
(8,237) |
|
(1,475) |
|
|
Debt arrangement fees for Karish-Tanin facility |
12 |
(61,496) |
|
- |
|
|
Finance costs paid |
|
(10,919) |
|
(4,019) |
|
|
Net cash inflow from financing activities |
|
482,530 |
|
28,421 |
|
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
|
220,550 |
|
(1,081) |
|
|
Cash and cash equivalents: |
|
|
|
|
|
|
At beginning of the period |
|
15,692 |
|
17,586 |
|
|
Effect of exchange rate fluctuations on cash held |
|
(16,420) |
|
(813) |
|
|
Total cash and cash equivalents at end of the year |
|
219,822 |
|
15,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
Investment in oil and gas assets against liabilities |
9 |
198,311 |
|
15,739 |
|
|
Loan capitalisation and issuance of preference shares |
|
- |
|
230,761 |
|
|
Capitalisation of depreciation to oil & gas properties |
9 |
2,574 |
|
2,388 |
|
|
Capitalised borrowing costs |
9, 10 |
9,258 |
|
1,258 |
|
|
Costs related to debt not yet drawn down |
11 |
2,202 |
|
- |
|
Notes to the preliminary financial statements
1. Basis of Accounting and Presentation of Financial Information
Whilst the financial information in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretation Committee (IFRIC) interpretations adopted for use by the European Union, with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and with the requirements of the United Kingdom Listing Authority (UKLA) Listing Rules, this announcement does not contain sufficient information to comply with IFRS. The Group will publish full financial statements that comply with IFRS in April 2019. The financial information for the year ended 31 December 2018 does not constitute statutory accounts as defined in sections 435 (1) and (2) of the Companies Act 2006. The consolidated and parent company financial statements for the year ended 31 December 2017 have been delivered to the Registrar of Companies; the auditor's report on these accounts was unqualified, did not include a reference to any matters by way of emphasis and did not contain a statement under Section 498 (2) or Section 498 (3) of the UK Companies Act 2006.
Except as set out below the Group's accounting policies are consistent with those applied for the year ended 31 December 2017 as set out in the 2017 Annual Report and Accounts.
New accounting policies
Share-based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The fair value of the equity settled awards has been determined at the date of grant of the award allowing for the effect of any market-based performance conditions.
That cost is recognised in employee benefits expense, together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
New accounting standards
There have been a number of amendments to accounting standards and new interpretations issued by the International Accounting Standards Board which were applicable from 1 January 2018, however these have not had a material impact on the accounting policies, methods of computation or presentation applied by the Group, except for IFRS 9 Financial Instruments.
The classification and measurement of financial liabilities is materially consistent with that required by IAS 39 Financial Instruments: Recognition and Measurement with the exception of the treatment of modification or exchange of financial liabilities which do not result in derecognition.
According to IFRS 9, an entity shall recognise any adjustment to the carrying amount of a financial liability arising from a modification or exchange in the statement of comprehensive income at the date of the modification or exchange. According to the new requirements:
The Company recalculated the amortised cost of the intercompany loan between Energean International Limited (Cyprus) and Energean Oil & Gas S.A. (Greece) in the amount of $192.8 million as at 1 January 2018 when the terms modified (31 December 2017).
As a result, intercompany loan liabilities differed from the liabilities under the loan agreements with the subsequent re-measurement of deferred tax.
The carrying amount of the intercompany balance is eliminated in the Group's consolidated financial statements. The effect of the deferred tax recalculation was recognised in the statement of comprehensive income at the date of the modification or exchange.
There are also a number of amendments to accounting standards and new interpretations issued by the International Accounting Standards Board which will be applicable from 1 January 2019 onwards. These are not expected to have a material impact on the accounting policies, methods of computation or presentation applied by the Group, except for IFRS 16 Leases. Further details on new International Financial Reporting Standards adopted and yet to be adopted will be disclosed in the 2018 Annual Report and Accounts.
2. Profit per share
Basic profit per ordinary share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted profit per ordinary share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued if employee share options were converted into ordinary shares.
3. Segmental Reporting
The information reported to the Group's Chief Executive Officer and Chief Financial Officer (Chief Operating Decision Makers) for the purposes of resource allocation and assessment of segment performance is focused on five operating segments: Greece (including the Prinos production asset, Katakolo non-producing assets and Ioannina and Aitolokarnania exploration assets ), Israel, Egypt (for the period ended 31 December 2017 included West Kom Ombo exploration asset), Montenegro (including two non producing exploration assets) and New Ventures.
The Group's reportable segments under IFRS 8 Operating Segments are Greece and Israel. Segments that do not exceed the quantitative thresholds for reporting information about operating segments have been included in Other.
Segment revenues, results and reconciliation to profit before tax
The following is an analysis of the Group's revenue, results and reconciliation to profit before tax by reportable segment:
|
|
Greece |
Israel |
Other & intercompany transactions |
Total |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
|
Year ended 31 December 2018 (Unaudited) |
|
|
|
|
|
Revenue |
90,457 |
- |
(128) |
90,329 |
|
Adjusted EBITDAX |
58,242 |
(4,724) |
(1,069) |
52,449 |
|
Reconciliation to profit before tax: |
|
|
|
|
|
Depreciation and amortisation expenses |
(34,237) |
(17) |
(4) |
(34,258) |
|
Exploration and evaluation expenses |
(41) |
- |
(2,061) |
(2,102) |
|
Other income/(expense) |
7,835 |
- |
(84) |
7,751 |
|
Finance income |
694 |
841 |
200 |
1,735 |
|
Finance costs |
(21,026) |
(217) |
7,772 |
(13,471) |
|
Gain on derivative |
- |
|
96,709 |
96,709 |
|
Net foreign exchange gain/(loss) |
(10,126) |
(15,096) |
1,701 |
(23,521) |
|
Profit/(loss) before income tax |
1,341 |
(19,213) |
103,164 |
85,292 |
|
Taxation income / (expense) |
11,660 |
4,381 |
(514) |
15,527 |
|
Profit/(loss) from continuing operations |
13,001 |
(14,832) |
102,650 |
100,819 |
|
Year ended 31 December 2017 |
|
|
|
|
|
Revenue |
55,445 |
- |
2,307 |
57,752 |
|
Adjusted EBITDAX |
21,125 |
- |
(449) |
20,676 |
|
Reconciliation to profit before tax: |
|
- |
|
|
|
Depreciation and amortisation expenses |
(17,946) |
- |
(62) |
(18,008) |
|
Exploration and evaluation expenses |
(340) |
- |
(9,626) |
(9,966) |
|
Other income/(expense) |
(7,445) |
- |
1,047 |
(6,398) |
|
Finance income |
22,130 |
- |
(22,116) |
14 |
|
Finance costs |
(29,814) |
- |
6,874 |
(22,940) |
|
Gain on derivative |
- |
- |
25,786 |
25,786 |
|
Net foreign exchange gain/(loss) |
36,198 |
- |
45 |
36,243 |
|
Profit before income tax |
23,908 |
- |
1,499 |
25,407 |
|
Taxation income / (expense) |
(13,929) |
- |
(132) |
(14,061) |
|
Profit from continuing operations |
9,979 |
- |
1,367 |
11,346 |
|
|
Greece |
Israel |
Other & intercompany transactions |
Total |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
|
Year ended 31 December 2018 (Unaudited) |
|
|
|
|
|
Property, plant and equipment |
361,436 |
980,026 |
242 |
1,341,704 |
|
Intangible assets including goodwill |
6,632 |
78,449 |
1,274 |
86,355 |
|
Other assets |
68,426 |
275,375 |
6,192 |
349,993 |
|
Total assets |
436,494 |
1,333,850 |
7,709 |
1,778,053 |
|
Total liabilities |
221,355 |
470,550 |
(1,675) |
690,230 |
|
Year ended 31 December 2017 |
|
|
|
|
|
Total assets |
372,636 |
- |
98,6011 |
471,237 |
|
Total liabilities |
386,035 |
- |
(203,780) 2 |
182,255 |
1 Consists mainly of the derivative asset of $93.3 million related to the Energean Israel B shares acquisition option (note 4)
2 Consists mainly of the elimination of an intercompany loan of $210.7 million between Energean International Limited (Cyprus) and Energean Oil & Gas S.A. (Greece)
Segment Cash flows
|
|
Greece |
Israel |
Other & intercompany transactions |
Total |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
|
Year ended 31 December 2018 (Unaudited) |
|
|
|
|
|
Net cash from (used in) operating activities |
71,163 |
(1,236) |
(7,243) |
62,684 |
|
Net cash (used in) investing activities |
(118,121) |
(182,900) |
(23,643) |
(324,664) |
|
Net cash from financing activities |
44,515 |
393,559 |
44,456 |
482,530 |
|
Net increase/(decrease) in cash and cash equivalents |
(2,444) |
209,424 |
13,570 |
220,550 |
|
Cash and cash equivalents at end of the period |
11,799 |
194,456 |
13,567 |
219,822 |
|
Year ended 31 December 2017 |
|
|
|
|
|
Net cash from (used in) operating activities |
27,734 |
(4,652) |
6,015 |
29,097 |
|
Net cash (used in) investing activities |
(48,073) |
(6,744) |
(3,781) |
(58,599) |
|
Net cash from financing activities |
20,916 |
13,578 |
(6,073) |
28,421 |
|
Net increase/(decrease) in cash and cash equivalents |
577 |
2,182 |
(3,840) |
(1,081) |
|
Cash and cash equivalents at end of the period |
7,692 |
6,791 |
1,209 |
15,692 |
4. Business combination
At 31 December 2017, the Group held a commitment to acquire 50% of the preference shares in Energean Israel Limited. The recognition of this commitment, which represented a derivative financial instrument, was based on management's estimate of the likelihood of the triggering events occurring (upon either a successful Initial Public Offering ("IPO") or in the event of a sale transaction), the estimated valuation of the Israel entity and the $10 million exercise price. The value of the Israel entity was estimated based on the price negotiated at a similar time with Kerogen as a transaction between market participants which drove the subscription price of $266.7 million for the Energean Israel share issuance. This sum includes the amount payable in respect of Energean's carry of 20% of Energean Israel for $80 million, together with its 70% proportionate share of funding in respect of such carry. Upon completion of such subscription, the Group holds 70% of the shares in Energean Israel, with Kerogen holding the remaining 30%.
The Group recognised a derivative financial asset of $93.3 million in the 2017 financial statements. On 21 March 2018, the Group successfully completed an IPO on the London Stock Exchange and the probability of the IPO taking place by definition became 100%. At that date the Group re-measured the value of the derivative asset, which was valued at $190 million, representing an increase of $96.7 million since the year end, which has been taken to the income statement. Furthermore, the IPO event crystallised the Group's commitment to purchase the Energean Israel preference shares.
The acquisition of 50% of preference shares in Energean Israel, changing the economic interest over the entity, resulted in accounting for the Energean Israel as a 50% Joint Venture. The derivative asset was discharged in consideration for the acquisition of the 50% of the entity's preference shares.
On 29 March 2018, the Group, following a final investment decision in respect of the Karish and Tanin assets, subscribed for additional shares in Energean Israel for an aggregate consideration of $266.7 million, payable in cash. Prior to this subscription, Kerogen Capital Limited ("Kerogen") held 50% of the equity voting shares in Energean Israel and Kerogen did not participate in the new share issuance. Upon completion of this subscription, the Group holds 70% of the voting shares in Energean Israel, with Kerogen holding the remaining 30%.
From 29 March 2018, Energean Israel has therefore been consolidated into the Group and represents a business combination for which acquisition accounting is required in line with IFRS 3: Business Combinations.
The identifiable assets acquired and liabilities assumed of the acquiree are recognised as of the acquisition date and measured at fair value as at that date. Any non-controlling interest in the acquiree is also recognised at fair value at the acquisition date. The fair value of the business acquired is represented by the Karish and Tanin oil and gas assets, cash and working capital, offset by certain liabilities including the deferred consideration obligation for the oil & gas licences. The fair value allocation, as mentioned above, has been determined by management using the agreement with Kerogen in December 2017 as a transaction between market participants which drove the subscription price of $266.7 million for the Energean Israel share issuance. This resulted in an aggregate fair value of $682.7 million being allocated to the identifiable assets and liabilities acquired, prior to the recognition of a deferred tax liability of $79.0 million as further described below.
The consolidated financial statements include the results of Energean Israel for the period 29 March to 31 December 2018. Since the acquisition date Energean Israel's loss included in the consolidated statement of comprehensive income for the reporting period amounted to $14.8 million. If the combination had taken place at the beginning of the year, the Group's profit from continuing operations for the period would have been $99.9 million. Post the August 2018 independent Competent Persons Report (CPR), the Group's 70% stake in Energean Israel represents 298 mmboe of 2P reserves and 24 mmboe of 2C resources.
The fair values of the identifiable assets and liabilities of Energean Israel have been estimated as at the date of acquisition and were as follows:
|
|
(Unaudited) Fair value recognised on acquisition $'000 |
|
Assets: |
|
|
Property, plant and equipment |
579,906 |
|
Intangible assets |
615 |
|
Trade and other receivables1 |
309,248 |
|
Cash and cash equivalents |
3,104 |
|
|
892,873 |
|
Liabilities |
|
|
Trade and other payables |
(211,194) |
|
Deferred tax liabilities |
(78,012) |
|
|
(289,206) |
|
Total identifiable net assets at fair value |
603,667 |
|
Goodwill arising on acquisition |
75,800 |
|
Fair value of non-controlling interest on acquisition |
(204,800) |
|
Fair value of purchase consideration transferred |
474,667 |
|
|
|
|
Acquisition - date fair value of consideration transferred |
|
|
Cash paid for the acquisition of 50% preference shares |
10,000 |
|
Cash paid at acquisition as advance for shares issuance |
25,850 |
|
Cash paid after acquisition date for shares issuance |
240,817 |
|
Cash payable at acquisition date |
8,000 |
|
Derivative asset |
190,000 |
|
Consideration transferred |
474,667 |
|
The cash outflow on acquisition is as follow: |
|
|
Net cash acquired with the subsidiary |
3,104 |
|
Cash paid |
(35,850) |
|
Net consolidated cash outflow |
(32,746) |
1 Included in Trade and other receivables is an amount of $248.8 million receivable from Energean E&P Holdings due for share capital increases, of which $240.8 million was paid in April 2018.
The balances above which were increased as a result of fair value adjustments being applied upon acquisition are property, plant and equipment (oil & gas properties) and deferred tax liabilities.
Goodwill of $75.8 million has been recognised upon acquisition. An amount of $79.0 million was due to the requirement of IAS 12 to recognise deferred tax assets and liabilities for the difference between the assigned fair values and tax bases of assets acquired and liabilities assumed. The assessment of fair value of such licences is therefore based on cash flows after tax. Nevertheless, in accordance with IAS 12 Sections 15 and 19, a provision is made for deferred tax corresponding to the tax rate of Israel (23%) multiplied by the difference between the acquisition cost and the tax base. The offsetting entry to this deferred tax is goodwill. Hence, goodwill arises as a direct result of the recognition of this deferred tax adjustment ("technical goodwill"). None of the goodwill recognised will be deductible for income tax purposes.
5. Operating costs
|
|
|
|
(Unaudited) 2018 |
|
2017 |
|
|
|
|
$'000 |
|
$'000 |
|
(a) |
Cost of oil sales |
|
|
|
|
|
|
Staff costs |
|
12,825 |
|
12,598 |
|
|
Energy cost |
|
5,859 |
|
5,767 |
|
|
Royalty payable |
|
1,024 |
|
176 |
|
|
Other operating costs |
|
6,257 |
|
6,721 |
|
|
Depreciation and amortisation (note 9) |
|
33,904 |
|
17,640 |
|
|
Movement in inventories of oil |
|
(1,073) |
|
5,003 |
|
|
Total cost of Oil sales |
|
58,796 |
|
47,905 |
|
|
Cost of Services |
|
1,223 |
|
743 |
|
|
Total Cost of sales |
|
60,019 |
|
48,648 |
|
|
|
|
|
|
|
|
(b) |
General & administration expenses |
|
|
|
|
|
|
Staff costs |
|
6,766 |
|
3,048 |
|
|
Depreciation and amortization (note 9, 10) |
|
354 |
|
368 |
|
|
Auditor fees |
|
804 |
|
418 |
|
|
Other general & administration expenses |
|
3,742 |
|
2,157 |
|
|
|
|
11,666 |
|
5,991 |
6. Net financing cost
|
|
|
(Unaudited) 2018 |
|
2017 |
|
|
|
$'000 |
|
$'000 |
|
Interest on bank borrowings |
|
12,175 |
|
22,221 |
|
Interest expense on long terms payables |
|
5,676 |
|
|
|
Less amounts included in the cost of qualifying assets |
|
(9,258) |
|
(1,258) |
|
|
|
8,593 |
|
20,963 |
|
Finance and arrangement fees |
|
2,931 |
|
- |
|
Other finance costs and bank charges |
|
1,548 |
|
1,774 |
|
Unwinding of discount |
|
399 |
|
203 |
|
Total finance costs |
|
13,471 |
|
22,940 |
|
Interest income from time deposits |
|
(1,735) |
|
(14) |
|
Total finance revenue |
|
(1,735) |
|
(14) |
|
Foreign exchange losses/(gain) |
|
23,521 |
|
(36,243) |
|
Net financing costs |
|
35,257 |
|
(13,317) |
The decrease in interest expenses versus the previous year (31 December 2017: $22.9 million) is associated with conversion of a shareholders' loan to preference shares at the end of 1H 2017.
7. Fair values of derivative instruments
The Group had one material financial asset measured at fair value at 31 December 2017 which relates to the Energean Israel B shares.
On 30 June 2017 the Group entered into a Reorganisation Agreement which was subsequently amended by the "Supplementary Agreement" dated 31 October 2017.
The valuation technique used multiplied the estimated likelihood of an Exit (being an IPO or a Sale) by the estimated difference between the consideration payable under the commitment and the estimated value of the B shares acquired under the commitment. The key input assumptions used in the fair value measurement calculation were the estimated likelihood of an IPO event and value of the B shares. An Exit in the form of a Sale was considered to be of negligible likelihood. The other significant inputs are the transaction prices applicable in an Exit Event, which are contractually agreed amounts, and the discount rate assumption used in the calculation, which was 11.5%. The fair value of the derivative asset was a Level 3 fair value measurement in the fair value measurement hierarchy, because the valuation relied significantly on input assumptions that were unobservable.
On remeasurement on 31 December 2017, the value of the B shares was estimated based on the price negotiated at a similar time with a third party for another tranche of the B shares in a separate transaction. The likelihood of a future IPO occurring was estimated as of 31 December 2017 to be 50% having regard to the considerable progress made to prepare for an IPO as of that date, but also to the fact that there were a number of significant steps not wholly under the control of the Group that remained to be achieved, and the inherent uncertainty in achieving any IPO due to capital market conditions.
Also on 31 October 2017, under the Supplementary Agreement the consideration payable to acquire the B shares in the event of an IPO was reduced from $150 million to $10 million. The resulting increase in the value of the derivative asset of $67.5 million (after applying the 50% IPO likelihood assumption and other discounting effects) is recorded in the consolidated statement of changes in equity as the Supplementary Agreement is a transaction with owners, giving the derivative asset a closing value as of 31 October 2017 of $91.6 million. As of 31 December 2017 the derivative asset was further increased to $93.3 million due to unwinding of the discount applied at the recognition, resulted in an additional gain of $1.7 million recorded in profit or loss.
At the time of the Company's admission to the Premium Segment of the London Stock Exchange on 21 March 2018, the probability of an IPO increased to 100%, increasing the fair value of the derivative to $190 million. The change in fair value of $96.7 million between 31 December 2017 and 31 March 2018 is included in "Gain on derivative" in the consolidated income statement as it is due to changes in measurement assumptions.
On 21 March 2018 following the acquisition of a 50% economic interest in Energean Israel, as described in note 4 the Group derecognised the derivative asset at total fair value of $190 million. Upon recognition, this derivative was the only instrument in the Level 3 category of the fair value hierarchy. There were no transfers in or out of this category in the period, and the only movement in the category relates to the increase in fair value of the derivative.
8. Taxation
(a) Taxation charge
|
|
(Unaudited) 2018 |
|
2017 |
|
|
$'000 |
|
$'000 |
|
Corporation tax - current year |
(939) |
|
(204) |
|
Corporation tax - prior years |
4,343 |
|
(4,155) |
|
Deferred tax |
12,123 |
|
(9,702) |
|
Total taxation income / (expense) |
15,527 |
|
(14,061) |
(b) Reconciliation of the total tax charge
The tax credit/(charge) recognised in the income statement is reconciled to the Group's Greek entity standard tax rate of 25% (31 December 2017: 25% ). The differences are reconciled below:
|
|
(Unaudited) 2018 |
|
2017 |
|
|
$'000 |
|
$'000 |
|
Profit before tax |
85,292 |
|
24,004 |
|
|
|
|
|
|
Tax credit/(charge) at the applicable tax rate of 25% (FY17: 25%)1 |
(21,323) |
|
(6,001) |
|
Impact of different tax rates |
5,600 |
|
427 |
|
Tax impact of change of tax rates |
598 |
|
- |
|
Reassessment of recognised deferred tax asset in the current period |
(404) |
|
(517) |
|
Permanent differences |
(1,318) |
|
(7,864) |
|
Non recognition of deferred tax on current period losses of branches |
(1,259) |
|
(965) |
|
Tax effect of non-taxable income2 |
20,749 |
|
5,002 |
|
Derecognition of deferred tax as a result of capitalisation of loan3 |
8,367 |
|
- |
|
Other adjustments |
174 |
|
12 |
|
Prior year tax4 |
4,343 |
|
(4,155) |
|
Taxation income / (expense) |
15,527 |
|
(14,061) |
|
|
|
|
|
|
Effective tax rate |
(18%) |
|
59% |
1 For the reconciliation of the effective tax rate, the statutory tax rate of Greek upstream oil & gas activities of 25% has been used as the major part of the deferred tax is coming from the Greek operations of the Group.
2 In 2018, the Group recognised a gain of US$96.7 million from the revaluation of the derivative asset due to the acquisition of 50% of Energean Israel; this gain is non-taxable.
3 The Group capitalised an intercompany loan liability of $233.0 million which is eliminated for group reporting purposes. However, because the tax implications differ between the relevant jurisdictions the deferred tax credit impact is recorded in the profit and loss.
4 The Group also reversed a provision of $4.3 million relating to previous years' income taxes.
9. Property, Plant & Equipment
|
|
Oil and gas assets |
|
Other property, plant and equipment |
|
Total |
|
Property, Plant & Equipment at Cost |
$'000 |
|
$'000 |
|
$'000 |
|
At 1 January 2017 |
321,059 |
|
50,376 |
|
371,435 |
|
Additions |
63,467 |
|
2,274 |
|
65,741 |
|
Capitalised depreciation |
2,388 |
|
- |
|
2,388 |
|
Change in environmental rehabilitation provision |
2,876 |
|
- |
|
2,876 |
|
Foreign exchange impact |
40,131 |
|
1,885 |
|
42,016 |
|
At 31 December 2017 |
429,921 |
|
54,535 |
|
484,456 |
|
Additions |
493,276 |
|
4,417 |
|
497,693 |
|
Acquisition of subsidiary (Note 4) |
579,688 |
|
80 |
|
579,768 |
|
Disposals |
(372) |
|
(57) |
|
(429) |
|
Capitalised depreciation |
2,574 |
|
- |
|
2,574 |
|
Change in environmental rehabilitation provision |
1,758 |
|
- |
|
1,758 |
|
Foreign exchange impact |
(19,391) |
|
(2,462) |
|
(21,853) |
|
At 31 December 2018 (Unaudited) |
1,487,454 |
|
56,513 |
|
1,543,967 |
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
|
|
|
|
At 1 January 2017 |
118,339 |
|
22,916 |
|
141,255 |
|
Charge for the period |
|
|
|
|
|
|
-Expensed |
17,020 |
|
788 |
|
17,808 |
|
-Capitalised to oil and gas properties |
- |
|
2,388 |
|
2,388 |
|
Impairment |
1,344 |
|
- |
|
1,344 |
|
Foreign exchange impact |
12,952 |
|
(1,267) |
|
11,685 |
|
At 31 December 2017 |
149,655 |
|
24,826 |
|
174,480 |
|
Charge for the period |
- |
|
|
|
|
|
-Expensed |
33,194 |
|
893 |
|
34,087 |
|
-Capitalised to oil and gas properties |
- |
|
2,574 |
|
2,574 |
|
Foreign exchange impact |
(7,727) |
|
(1,152) |
|
(8,879) |
|
At 31 December 2018 (Unaudited) |
175,122 |
|
27,141 |
|
202,263 |
|
Net carrying amount |
|
|
|
|
|
|
At 31 December 2017* |
280,265 |
|
29,711 |
|
309,976 |
|
At 31 December 2018 (Unaudited) |
1,312,332 |
|
29,372 |
|
1,341,704 |
* the carrying value of the oil & gas assets as at 31 December 2017 was presented within "oil & gas assets" and "property under construction"
Borrowing costs capitalised for qualifying assets, included in "additions" of oil & gas properties, for the year ended 31 December 2018 amounted to $8.3 million (year ended 31 December 2017: $1.3 million). The interest rates used was 7.0% (for the year ended 31 December 2017: 7.0%)
During the year ended 31 December 2014 and in view of its future drilling campaigns, the Group acquired and initiated the upgrade work of a Drilling Rig (Energean Force). The Group has issued a first preferred mortgage (refer to note 12) on the aforementioned Energean Force, in favour of the European Bank for Reconstruction and Development (EBRD).
The carrying value of the Energean Force as at 31 December 2018 is $21.4 million and its depreciation charge has been capitalised within the oil and gas properties.
The impairment charge in 2017 relates to impairment of drilling materials in West Kom Ombo licence and are recorded under "exploration and evaluation expenses" in the profit or loss.
The currency translation adjustments arose due to the movement against the Group's presentation currency, USD, of the Group's Greek assets which have functional currencies of EUR.
In 2018 the Group executed an impairment assessment of the Prinos assets. The Group used the value in use in determining the recoverable amount of the cash-generating unit. The assessment did not result in an impairment charge. In determining the value in use, the Group used a forward curve for one year, average forward curve and forecast median for the subsequent 6 years reverting to the Group's long-term price assumption for impairment testing which is $70 per barrel inflated at 2% from 2026. The Group applied a 10.4% pre-tax discount rate (2017: 11.5%) based on the Group weighted average cost of capital.
Depreciation expense for the year has been recognised as follows:
|
|
(Unaudited) 2018 |
|
2017 |
|
|
$'000 |
|
$'000 |
|
Cost of sales (note 5a) |
33,904 |
|
17,640 |
|
Administration expenses (note 5b) |
183 |
|
168 |
|
Capitalised depreciation in oil & gas properties |
2,574 |
|
2,388 |
|
Total |
36,661 |
|
20,196 |
10. Intangible assets
|
|
Exploration and evaluation assets |
|
Other Intangible assets |
|
Total |
|
|
$'000 |
|
$'000 |
|
$'000 |
|
Intangibles at Cost |
|
|
|
|
|
|
At 1 January 2017 |
7,963 |
|
1,299 |
|
9,262 |
|
Additions |
2,871 |
|
281 |
|
3,152 |
|
Write off of exploration and evaluation costs |
(6,663) |
|
- |
|
(6,663) |
|
Disposal of Exploration and evaluation cost |
(1,000) |
|
- |
|
(1,000) |
|
Exchange differences |
440 |
|
82 |
|
522 |
|
31 December 2017 |
3,611 |
|
1,662 |
|
5,273 |
|
Additions |
6,177 |
|
8 |
|
6,185 |
|
Acquisition of subsidiary (Note 4) |
616 |
|
- |
|
616 |
|
Exchange differences |
(94) |
|
(28) |
|
(122) |
|
At 31 December 2018 (Unaudited) |
10,310 |
|
1,641 |
|
11,951 |
|
|
|
|
|
|
|
|
Accumulated amortisation and impairments |
|
|
|
|
|
|
At 1 January 2017 |
240 |
|
744 |
|
984 |
|
Charge for the period |
- |
|
200 |
|
200 |
|
Exchange differences |
21 |
|
68 |
|
89 |
|
31 December 2017 |
261 |
|
1,012 |
|
1,273 |
|
Charge for the period* |
- |
|
171 |
|
171 |
|
Exchange differences |
- |
|
(48) |
|
(48) |
|
31 December 2018 (Unaudited) |
261 |
|
1,135 |
|
1,396 |
|
|
|
|
|
|
|
|
Net Carrying Amount |
|
|
|
|
|
|
At 31 December 2017 |
3,350 |
|
650 |
|
4,000 |
|
At 31 December 2018 (Unaudited) |
10,049 |
|
506 |
|
10,555 |
*recognised in Administrative expenses
Borrowing costs capitalised for qualifying assets, included in "additions" of exploration and evaluation assets, for the year ended 31 December 2018 amounted to $1.0 million (year ended 31 December 2017: $nil). The interest rates used was 7.0 %.
Disposal of Exploration and evaluation cost
In March 2017, the Group agreed to farm out a 60% working interest and operatorship of the Ioannina licence to Repsol. The Group retains a 40% working interest as of 31 December 2018. According to the Farm out agreement:
· On the completion date, 31 March 2017, Repsol paid to the Group the consideration of $1.0 million for all past costs regarding the licence.
· Repsol will conduct the exploration of the Ioannina block, providing 90% of the committed investment up to $25 million and 60% thereafter in exchange for a 60% interest.
The disposal of exploration and evaluation cost included in the year ended 31 December 2017, relates to 60% of past expenditure in the Ioannina lease area.
Write-off and impairments
The Group recognised $6.7 million for exploration and evaluation expenses written off in in the period ended 31 December 2017, relating to exploration expenditure for West Kom Ombo in Egypt. West Kom Ombo is an exploration block in Upper Egypt, the licence for which expired on 2 October 2017. There are no recoverable costs associated with West Kom Ombo and the asset has been fully written off in 2017.
11. Trade and other receivables
|
|
(Unaudited) 2018 |
|
2017 |
|
|
$'000 |
|
$'000 |
|
Trade and other receivables-Current |
|
|
|
|
Financial items: |
|
|
|
|
Trade receivables |
1,462 |
|
9,313 |
|
Receivables from related parties |
24 |
|
184 |
|
|
1,486 |
|
9,497 |
|
Non-financial items: |
|
|
|
|
Deposits and prepayments |
17,422 |
|
9,090 |
|
Deferred insurance expenses |
6,139 |
|
- |
|
Government subsidies |
3,248 |
|
3,482 |
|
Refundable VAT |
4,188 |
|
2,195 |
|
Reimbursement from insurance contracts |
401 |
|
420 |
|
|
31,397 |
|
15,187 |
|
|
32,883 |
|
24,684 |
|
Trade and other receivables-Non Current |
|
|
|
|
Non-financial items: |
|
|
|
|
Deferred borrowing fees1 |
65,558 |
|
- |
|
Deferred insurance expenses |
5,617 |
|
- |
|
Other non current assets |
670 |
|
591 |
|
|
71,845 |
|
591 |
1 This item represents arrangement fees and issue costs that the Group has incurred in connection with Karish-Tanin debt raising, which completed on March 2, 2018.
Arrangement fees and issue costs are deducted from the debt proceeds on initial recognition of the liability and are amortised as finance costs over the term of the debt using the effective interest method.
12. Borrowings
|
|
|
(Unaudited) 2018 |
|
2017 |
|
|
|
|
|
$'000 |
|
$'000 |
|
|
|
Net Debt |
|
|
|
|
|
|
|
Current borrowings |
|
- |
|
12,500 |
|
|
|
Non-current borrowings |
|
144,270 |
|
78,831 |
|
|
|
Carrying values of total borrowings |
|
144,270 |
|
91,331 |
|
|
|
Less: Cash and cash equivalents and bank deposits |
(219,822) |
(15,692) |
||||
|
Net (Funds)/Debt (1) |
|
(75,552) |
|
75,639 |
|
|
|
Total equity (2) |
|
1,087,823 |
|
288,982 |
|
|
|
Gearing Ratio (1/2): |
|
(6.95%) |
|
26.17% |
|
|
EBRD Senior Facility
In May 2016, the Group signed a Senior Facility Agreement with the EBRD, subsequently amended on 12 July 2016, for a $75 million borrowing base facility to fund Group's development programme in Prinos, Prinos North and Epsilon fields. The facility was subject to an interest rate of 4.9% plus LIBOR01, in addition to fees and commission.
On 30 January 2018, the Group's existing EBRD Senior Facility Agreement was amended and restated pursuant to the RBL Senior Facility Agreement, giving rise to a modification loss amount of $1.4 million included in Group's finance cost. The RBL Senior Facility Agreement comprises two facilities-a facility of up to $105.0 million with EBRD and the Black Sea Trade and Development Bank as lenders and a $75.0 million facility pursuant to which the Export-Import Bank of Romania Eximbank SA and Banca Comerciala Intesa Sanpaolo Romania S.A. (with 95% insurance cover from the Romanian ECA) as lenders. Proceeds from the Romanian Club Facility will finance exclusively 85% of the value attributable to goods and services under the GSP Engineering, Procurement, Construction and Installation Contract (EPCIC) contract. The facility is secured by substantially all of the assets of the subsidiary company Energean Oil & Gas S.A. and a guarantee from Energean E&P Holdings and a pledge of its shares in Energean Oil & Gas S.A. The facility will have a seven-year tenor and incurs interest on outstanding debt at US dollar LIBOR01 plus an applicable margin (4.9% for the $105.0 million facility and 3.0% for the $75.0 million facility).
EBRD Subordinated Facility
In July 2016, the Group signed a EBRD Subordinated Facility Agreement, a subordinated loan agreement with the EBRD, subsequently amended on 8 March 2017, for a $20 million facility to fund the Group's exploration activities. The facility is subject to an interest rate of 4.9% plus LIBOR01, in addition to fees and commission and an EBITDA participation amount of up to 3.5% of EBITDA (if EBITDA is positive) depending on the amount of the facility drawn.
On 28 February 2018, the Group's existing Subordinated Facility Agreement was amended and restated regarding the Maturity Date and EBITDA participation amount.
Senior Credit Facility for the Karish-Tanin Development:
On 2 March 2018, the Group entered into a senior secured project finance for its Karish-Tanin project amounting to $1,275 million. The loan is held at the Energean Israel Limited level (Energean 70%). Once drawn, interest is to be charged at LIBOR + 3.75% over months 1 to 12, LIBOR + 4.00% over months 13 - 24, LIBOR + 4.25% over months 25 - 36 and LIBOR + 4.75% over months 37 - 45. The facility matures in December 2021 and has a bullet repayment on maturity. There is a commitment fee of 30% of the applicable margin. As of 31 December 2018 the Group has paid a total amount of $61.5 million for debt arrangement and commitment fees.
The Group started drawing down on the project finance facility in Q1 2019.
13. Provisions
|
|
Decommissioning |
Litigation and other claims |
Total |
|
|
$'000 |
$'000 |
$'000 |
|
At 1 January 2017 |
2,240 |
|
2,240 |
|
New provisions and changes in estimates |
2,897 |
12,462 |
15,359 |
|
Transfer from trade and other receivables |
- |
(3,839) |
(3,839) |
|
Unwinding of discount |
229 |
- |
229 |
|
Currency translation adjustment |
322 |
683 |
1,005 |
|
At 31 December 2017 |
5,688 |
9,306 |
14,994 |
|
Current provisions |
- |
9,306 |
9,306 |
|
Non-current provisions |
5,688 |
- |
5,688 |
|
|
|
|
|
|
At 1 January 2018 |
5,688 |
9,306 |
14,994 |
|
New provisions and changes in estimates |
1,758 |
(10,989) |
(9,231) |
|
Refunds |
- |
3,666 |
3,666 |
|
Payments |
- |
(1,887) |
(1,887) |
|
Unwinding of discount |
351 |
- |
351 |
|
Currency translation adjustment |
(267) |
(97) |
(364) |
|
At 31 December 2018 (Unaudited) |
7,530 |
- |
7,530 |
|
Current provisions |
- |
- |
- |
|
Non-current provisions |
7,530 |
- |
7,530 |
Decommissioning provision
The decommissioning provision represents the present value of decommissioning costs relating to the Prinos asset in Greece.
According to the Prinos concession agreement ratified by the Greek Law, the Group is obliged to plug only the wells opened resulting from own drilling activities.
Reviews of estimated future decommissioning and restoration costs and the discount rate applied are carried out annually.
In 2018, there was an increase of $1.1 million (2017: $2.9 million) in the provision resulting from changes in the discount rate. The discount rate applied at December 31, 2018 was 4.7% (2017: 6.05%).
Of the decommissioning and restoration provision at December 31, 2018, an estimated $nil million is expected to be utilised between one to five years, $0.5 million within six to 10 years, and the remainder in later periods.
Litigation and other claims
As of 31 December 2017 the Group recorded provision of $6.9 million for transfer pricing and income tax penalties following tax litigation in Greece, for the tax audit of the years 2008-2011 which was appealed. Furthermore, the Company recognised a provision for its unaudited tax years 2012 - 2016 of a further $4.2 million. This takes into consideration the outcome of the tax audit of the Company's transfer pricing policies finalised for fiscal years 2010- 2011, which were the subject of the appeal. This amount corresponds to corporate income tax amount of $2.3 million plus penalties and interest of $1.9 million.
Following the receipt in June 2018 of the final favourable decision from the appeal process, the provision for transfer pricing and income tax penalties has been reversed and recorded in "other income" in the consolidated income statement. During 2015, Energean had been required to make a mandatory prepayment of 50% of the total exposure, $3.7 million to the Greek tax authorities. Following the final decision, Energean received the aforementioned amount in October 2018.
14. Trade and other payables
|
|
(Unaudited) 2018 |
|
2017 |
|
|
$'000 |
|
$'000 |
|
Trade and other payables-Current |
|
|
|
|
Financial items: |
|
|
|
|
Trade accounts payable1 |
323,953 |
|
47,965 |
|
Accrued expenses1 |
36,341 |
|
11,125 |
|
Other creditors |
2,372 |
|
2,281 |
|
Deferred licence payments due within one year 2 |
15,342 |
|
- |
|
Other finance costs accrued |
3,148 |
|
2,071 |
|
|
381,156 |
|
63,442 |
|
Non-financial items: |
|
|
|
|
Social insurance and other taxes |
4,522 |
|
3,086 |
|
|
4,522 |
|
3,086 |
|
|
385,678 |
|
66,528 |
|
Trade and other payables-Non Current |
|
|
|
|
Financial items: |
|
|
|
|
Deferred licence payments 2 |
71,176 |
|
- |
|
Non-financial items: |
|
|
|
|
Social insurance |
1,547 |
|
2,544 |
|
|
72,723 |
|
2,544 |
1 Included in trade payables and accrued expenses are mainly Karish field related development accruals (FPSO and Sub Sea construction cost) which accounts for a total amount of $302.8 million in trade payables and $22.1 million in accrued expenses.
2 In December 2016, Energean Israel acquired the Karish and Tanin offshore gas fields for $40.0 million closing payment with an obligation to pay additional consideration of $108.5 million plus interest inflated at an annual rate of 4.6% in ten equal annual payments. The additional consideration was triggered on the earlier of the date on which a final investment decision of Karish & Tanin has been made or the date on which the aggregate expenditures in connection with the Israeli oil and gas leases exceed $150.0 million. Therefore as of 31 December 2017, Energean Israel (which at that date was not a subsidiary of the Group) did not recognise a liability in respect of the deferred consideration since it was not probable that the contingent consideration would become payable. In March 2018 Energean Israel made a Final Investment Decision ("FID") on the Karish and Tanin offshore Israel leases. Consequently the company proceeded with the payment of the first instalment of $10.9 million and the recognition of a liability in respect of the remaining deferred consideration at a discount rate 9.34%. The recognition of this liability by Energean Israel took place before the share subscription through which Energean Israel became a subsidiary of the Group (see note 4). As at 31 December 2018 the total discounted deferred consideration was $86.5 million.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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