TIDMBOIL
RNS Number : 8552K
Baron Oil PLC
27 September 2016
BARON OIL Plc
("Baron Oil", "Baron" or "the Company")
Unaudited Interim Results
for the six months ended 30 June 2016
Baron Oil Plc, the AIM-listed oil and gas exploration and
production company primarily focused on opportunities in Latin
America and South-East Asia, announces its unaudited interim
financial information and results for the six months ended 30 June
2016.
Highlights
* Bill Colvin becomes non-executive Chairman, Malcolm Butler
appointed Chief Executive Officer, Geoff Barnes appointed Finance
Director.
* New JV announced with SundaGas to identify new ventures in SE Asia.
* Peru Block XXI. The 2D seismic programme completed at the
beginning of the period and a new drillable prospect defined.
* Peru Block Z-34. Licence continues in Force Majeure. Seismic
AVO studies carried out and investigation of rig availability and
permitting timelines underway.
* IslandMagee Gas Storage Project. The InfraStrata loan repaid,
with interest; Baron maintains, until the end of March 2017, an
option to acquire a 16.666% interest in Infrastrata plc.
* Significant reduction in Peru office costs achieved.
Corporate
Board Structure:
In May 2016 Bill Colvin elected to return to his previous
position as non-executive Chairman and Malcolm Butler was appointed
to an executive position as Chief Executive Officer. At the same
time, Geoff Barnes was appointed Finance Director. The overall
financial effect of these board changes was neutral.
Lima Office:
Following a review of overhead costs and the efficacy of our
staff in the Lima office, the Board decided to terminate the
existing staff in June 2016 and to close the dedicated office. In
its place, we have contracted the services of PAS Peru, a local
consulting group headed by Guillermo Nieto. Mr Nieto has now
assumed the functions of General Manager for Gold Oil Peru, our
operating subsidiary in Peru, whose registered office has now been
relocated to that of PAS Peru. This resulted in a one-off
termination cost of US$153,000 but has reduced the ongoing cost of
operating in Peru by some 50%.
SE Asia
SundaGas Joint Venture:
As announced recently, Baron has entered into a Joint Venture
with SundaGas Pte Ltd ("SundaGas"), a Singapore-based company, to
search for new business opportunities in Southeast Asia. SundaGas
is a new exploration and production company, founded by Dr Andy
Butler, formerly VP Business Development at Mitra Energy Inc. Its
management has many years of experience as an operator in SE Asia,
where a number of material transactions were completed. SundaGas
has already identified a portfolio of potential opportunities,
ranging from new PSC applications to purchases of existing
production. The company also has the great advantage of being able
to bring an operating capability in SE Asia to the table.
Baron will pay SundaGas a monthly fee for an initial period of
six months from 1 October 2016, after which the arrangement will be
reviewed. In the event that opportunities that have already been
identified by SundaGas, or are identified during the initial period
come to fruition, Baron will have the right to take an interest in
them on the same terms as SundaGas.
Peru
Block XXI (Baron Oil 100%):
The acquisition of a total of 173 kms of 2D seismic was
completed in January 2016 over the southwest corner of this large
onshore block for a total of US$1.8 million. Interpretation of the
data indicates the presence of an interesting closure immediately
to the northeast of the 1954 Minchales-1X well, which had good gas
shows and at least one small accumulation, and it was decided to
continue into the final phase of the contract. The obligation
during this phase, which expires in October 2017, is to drill one
well. Our Lima office is currently discussing well costs and timing
with potential drilling contractors and we hope to be able to drill
a well in the middle of 2017. Such well would have a target depth
of 1,850 metres and would test seismic indications of gas in
shallow sands and in the basement rocks. However, it is still our
intention to bring in a partner to share the cost of drilling.
Block Z-34 (Baron Oil 20% carried interest, following assignment
of 30% to UOGG):
Very little progress continues to be made on this deep water
block offshore Peru. Although the licence remains in suspension
through the Force Majeure clause, the availability of deep water
drillships has improved and costs have been reduced significantly.
On behalf of the group, our partner Union Oil & Gas Group
(UOGG) is carrying out a survey of rig availability, has
commissioned a detailed study of the permit and regulation regime
for drilling in these sensitive waters and has carried out AVO
studies on our 3D seismic volume. UOGG continues to seek a partner
to farm-in to the block to drill one or more wells, without success
to date.
The Supreme Decree to approve the assignment of a 30% interest
in Z-34 to UOGG was signed by the outgoing President of Peru in
July 2016 but we are still waiting on execution of the Public Deed
to finalise this transaction. We expect this to take place shortly,
at which point we will be entitled to receive the final payment
UOGG is obligated to make of US$2 million. In the meantime, in
order to increase operating efficiency, Gold Oil Peru SAC has
contracted the services of the technical group in UOGG to work on
operations in block Z-34.
Colombia
As previously stated in the 2015 Annual Report and Financial
Statements, we are in the process of closing down all our
operations in Colombia. We have made almost all our staff redundant
and retain only a minimal administrative presence in Bogota.
The process of finalising all the reports on the handover of the
Nancy Burdine Maxine ("NBM") oil field to Ecopetrol is continuing
and we expect this to conclude in the autumn. We continue to
experience difficulty engaging with our local partner, CI Fuels
International Limited and this is an ongoing impediment to the
orderly closure of our operations in Colombia.
In May 2016, we transferred the assets and undertakings of the
Company's Colombia branch to a local company, Projects &
Investments Group, for US$111,000. The company's interest in the
Rosablanca and Azar fields transferred with the transaction.
Licences PL1/10 and P2123, Northern Ireland (Baron Oil 10%)
Baron paid 13.33% of the costs of drilling Woodburn Forest-1 to
earn a 10% interest in onshore Licence PL1/10 and offshore Licence
P2123. The well was drilled to a total depth of 2,000 metres and
was plugged and abandoned in June 2016, without having encountered
any significant shows of hydrocarbons. However, good reservoirs
were encountered in Triassic and Permian sands and the joint
venture partners are currently reprocessing 2D seismic data in
P2123 to evaluate potential prospects straddling the coastline
between the two Licences. Unfortunately, even though it was made
clear that this was a conventional exploration well, with no
intention to frack, the costs of the Woodburn Forest-1 well were
increased significantly because of security precautions made
necessary by continual disruptions from groups of
demonstrators.
IslandMagee Gas Storage Project, Northern Ireland
Infrastrata plc continues discussions with third parties on
funding the next phase of this strategically-important gas storage
project. Baron elected to have the full amount of the loan plus
interest repaid at the beginning of August 2016, receiving
GBP1,537,086 of which GBP136,134 was interest. At the same time,
Baron renegotiated the original option to convert the entire
balance of the loan into an equity participation of 15% of the
share capital in Infrastrata's subsidiary, Islandmagee Storage
Limited ("IMSL"). The option as amended enables Baron to acquire a
15% interest in the IMSL project for a payment of GBP1,536,498
before the end of March 2017. As announced on 26 September 2016,
this option has been further revised so that Baron now has an
option to acquire the number of ordinary shares of 1p in
InfraStrata plc that represents 16.666% of the enlarged ordinary
share capital of InfraStrata plc (from time to time) for a payment
of GBP1,536,498, until 31 March 2017, in substitution for a 15%
interest in IMSL.
Financial Results
In the six month period to 30 June 2016, the Company experienced
an operating loss of GBP240,000 (30 June 2015: GBP995,000; year to
31 December 2015: GBP1,848,000). Following the closure of our
operations in Colombia, there was no revenue in the six months
ended 30 June 2016 of (30 June 2015: GBP1,015,000; year to 31
December 2015: GBP1,048,000).
We continue our approach of impairing both exploration
intangibles and goodwill, with a total impairment charge of
GBP954,000 (30 June 2015: GBP1,000; year to 31 December 2015:
GBP1,312,000), with GBP636,000 being attributable to the
unsuccessful exploration well on Woodburn Forest and the remainder
arising from our Peru activities. During the period, we have been
able to reduce the impairment charge against receivables, giving
rise to a credit to the P&L of GBP427,000 (30 June 2015: nil;
year to 31 December 2015: charge of GBP163,000).
The aforementioned Supreme Decree approving the assignment of a
30% interest in Z-34 to UOGG enables us to recognise a receivable
of US$2 million, this being a direct transfer of the value
previously held in intangible assets.
Administration expenses, excluding exchange differences, in the
period were GBP528,000 (30 June 2015: GBP600,000; year to 31
December 2015: GBP1,137,000). Exchange differences gave rise to a
gain of GBP460,000 in the period (30 June 2015: loss of GBP98,000,
year to 31 December 2015: gain of GBP271,000); much of the
company's assets are held in US Dollars and this gain reflects the
weakening of pound sterling, particularly following the result of
the EU referendum.
Other operating income of GBP355,000 (30 June 2015: loss of
GBP150,000; year to 31 December 2015: income of GBP65,000) includes
GBP304,000 arising on the cancellation of payables held since
2012.
After finance and tax, the company shows a net loss GBP183,000
(June 2015: GBP973,000; 2015 year: GBP2,210,000), representing a
loss of 0.01p per share (June 2015: 0.07p; year to 31 December
2015: 0.15p).
Conclusions
The past six months have been a frustrating period for Baron'
shareholders, with the failure of Woodburn Forest-1 and the
continuing slow pace of progress in Peru, particularly on Block
Z-34. The Board has spent a great deal of time trying to move
things forward in Peru and has succeeded in cutting the ongoing
costs of operations there. Although we hope to be able to get a
well drilled in Block XXI in 2017, the prospect is relatively small
and we are attempting to find an industry partner to share a major
part of the cost.
However, the Joint Venture in SE Asia offers a great opportunity
for Baron to open up a new operation in one of the few areas of the
world where there is both strong demand for oil and gas and the
clear support of governments to make exploration and production
easy to achieve. We are particularly interested in gas
opportunities because of the stable, long-term pricing environment.
Having access to the experience and deal flow of the SundaGas team
gives Baron a head start that would take years to achieve if built
from scratch.
For further information on the Company, visit
www.baronoilplc.com or contact:
Baron Oil Plc:
Malcolm Butler (CEO) Tel: +44 (0)1892 838948
Cantor Fitzgerald (Nominated Advisor and Broker):
Sarah Wharry (Corporate Finance) Tel: +44 (0)20 7894 7000
Alex Pollen (Corporate Broking)
Consolidated Income Statement
for the six months ended 30 June 2016
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Note Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Revenue - 1,015 1,048
Cost of sales - (1,163) (611)
Gross loss - (148) 437
Intangible asset
impairment (954) (84) (1,312)
Goodwill impairment - 85 -
Property, plant
& equipment impairment - - (9)
Receivables impairment 427 - (163)
Administration expenses 5 (528) (600) (1,137)
Profit/(loss) arising
on foreign exchange 460 (98) 271
Other operating
income 355 (150) 65
Operating profit/(loss) (240) (995) (1,848)
Finance cost (5) - (19)
Finance income 62 32 92
Loss on ordinary
activities before
taxation 6 (183) (963) (1,775)
Income tax (expense)/benefit 7 - (10) (435)
Loss on ordinary
activities after
taxation (183) (973) (2,210)
Loss on ordinary
actvities after
taxation is attributable
to:
Equity shareholders (200) (951) (2,044)
Non-controlling
interests 17 (22) (66)
Loss on ordinary
activities after
taxation (183) (973) (2,110)
================= ====================== ===============
Earnings/(loss)
per share: basic 8 (0.01)p (0.07)p (0.15)p
================= ====================== ===============
Diluted 8 (0.01)p (0.07)p (0.15)p
================= ====================== ===============
Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2016
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Loss on ordinary
activities after
taxation attributable
to the parent (200) (951) (2,044)
Other comprehensive
income
Currency translation
differences 128 102 88
---------- ---------- --------
Total comprehensive
income for the period (72) (849) (1,956)
Total comprehensive
income attributable
to :
Owners of the company (72) (849) (1,956)
========== ========== ========
Consolidated Statement of Financial Position
for the six months
ended 30 June 2016
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and
equipment 3 4 4
Intangibles 1,265 1,693 2,548
Goodwill - - -
1,268 1,697 2,552
------------------- -------------------- --------------
Current assets
Inventories - 151 -
Receivables 3,724 3,550 1,712
Cash and cash equivalents 1,174 4,253 3,010
Cash held as security
for bank guarantees 2,819 2,300 2,442
7,717 10,254 7,164
------------------- -------------------- --------------
Total assets 8,985 11,951 9,716
=================== ==================== ==============
Equity and liabilities
Capital and reserves
attributable to owners
of the parent
Called up share capital 9 344 344 344
Share premium account 30,237 30,237 30,237
Share option reserve 286 205 286
Foreign exchange
translation reserve 2,106 1,993 1,978
Retained earnings (26,997) (25,748) (26,797)
Capital and reserves
attributable to non-controlling
interests 620 791 603
------------------- -------------------- --------------
Total equity 6,596 7,822 6,651
------------------- -------------------- --------------
Current liabilities
Trade and other payables 966 3,321 1,747
Taxes payable 1,423 808 1,318
2,389 4,129 3,065
Total equity and
liabilities 8,985 11,951 9,716
=================== ==================== ==============
Consolidated Statement of Cash Flows
for the six months ended 30 June 2016
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
Operating activities 10 (3,252) (912) (2,746)
Investing activities
Return from investment
and servicing of
finance 62 32 92
Sale of intangible
assets 0 - -
Disposal of tangible
assets 1,581 89 227
Acquisition of intangible
assets (227) (124) (1,732)
Acquisition of tangible
assets (1) (13) (12)
Acquisition of investment
assets - (2,000) -
1,415 (2,016) (1,425)
------------------ --------------------- --------------------
Net cash (outflow)/inflow (1,836) (2,928) (4,171)
Cash and cash equivalents
at the beginning
of the period 3,010 7,181 7,181
Cash and cash equivalents
at the end of the
period 1,174 4,253 3,010
================== ===================== ====================
As at 30 June 2016, bank deposits included
an amount of US$3.6M (30 June and 31 December
2015: US$3.6M) that is being held as a guarantee
in respect of a letter of credit and is not
available for use until the Group fulfils certain
licence commitment in Peru. This is not considered
to be liquid cash and has therefore been excluded
from the cash flow statement.
Consolidated Statement of Changes in Equity
for the six months ended 30 June 2016
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Opening equity 6,651 8,692 8,692
Loss for the period (183) (973) (2,210)
Share based payments - - 81
Foreign exchange
translation 128 103 88
Closing equity 6,596 7,822 6,651
================== ===================== ====================
Notes to the Interim Financial Information
1. General Information
Baron Oil Plc is a company incorporated in England and Wales and
quoted on the AIM Market of the London Stock Exchange. The
registered office address is Finsgate, 5-7 Cranwood Street, London
EC1V 9EE.
The principal activity of the Group is that of oil and gas
exploration and production.
These financial statements are a condensed set of financial
statements and are prepared in accordance with the requirements of
IAS 34 and do not include all the information and disclosures
required in annual financial statements and should be read in
conjunction with the Group's annual financial statements as at 31
December 2015. The financial statements for the half period ended
30 June 2016 are unaudited and do not comprise statutory financial
statements within the meaning of Section 435 of the Companies Act
2006.
Statutory financial statements for the year ended 31 December
2015, prepared under IFRS, were approved by the Board of Directors
on 2 June 2016 and delivered to the Registrar of Companies.
2. Basis of Preparation
These consolidated interim financial information have been
prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the European Union and on the
historical cost basis, using the accounting policies which are
consistent with those set out in the Company's Annual Report and
Accounts for the year ended 31 December 2015. This interim
financial information for the six months to 30 June 2016, which
complies with IAS 34 'Interim Financial Reporting', was approved by
the Board on 26 September 2016.
3. Accounting Policies
Except as described below, the accounting policies applied are
consistent with those of the annual financial statements for the
period ended 31 December 2015, as described in those annual
financial statements.
The preparation of financial statements requires management to
make estimates and assumptions that affect the amounts reported for
assets and liabilities as at the balance sheet date and the amounts
reported for revenues and expenses during the period. The nature of
estimation means that actual outcomes could differ from those
estimates. Estimates and assumptions used in the preparation of the
financial statements are continually reviewed and revised as
necessary. Whilst every effort is made to ensure that such
estimates and assumptions are reasonable, by their nature they are
uncertain, and as such, changes in estimates and assumptions may
have a material impact in the financial statements.
i) Carrying value of property, plant and equipment and of
intangible exploration and evaluation fixed assets.
Valuation of petroleum and natural gas properties: consideration
of impairment includes estimates relating to oil and gas reserves,
future production rates, overall costs, oil and natural gas prices
which impact future cash flows. In addition, the timing of
regulatory approval, the general economic environment and the
ability to finance future activities through the issuance of debt
or equity also impact the impairment analysis. All these factors
may impact the viability of future commercial production from
developed and unproved properties, including major development
projects, and therefore the need to recognise impairment.
ii) Commercial reserves estimates
Oil and gas reserve estimates: estimation of recoverable
reserves include assumptions regarding commodity prices, exchange
rates, discount rates, production and transportation costs all of
which impact future cashflows. It also requires the interpretation
of complex geological and geophysical models in order to make an
assessment of the size, shape, depth and quality of reservoirs and
their anticipated recoveries. The economic, geological and
technical factors used to estimate reserves may change from period
to period. Changes in estimated reserves can impact developed and
undeveloped property carrying values, asset retirement costs and
the recognition of income tax assets, due to changes in expected
future cash flows. Reserve estimates are also integral to the
amount of depletion and depreciation charged to income.
iii) Decommissioning costs;
Asset retirement obligations: the amounts recorded for asset
retirement obligations are based on each field's operator's best
estimate of future costs and the remaining time to abandonment of
oil and gas properties, which may also depend on commodity
prices.
iv) Share based payments
The fair value of share-based payments recognised in the income
statement is measured by use of the Black-Scholes model, which
takes into account conditions attached to the vesting and exercise
of the equity instruments. The expected life used in the model is
adjusted; based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future
share price behaviour and is selected based on past experience,
future expectations and benchmarked against peer companies in the
industry.
4. Segmental information
United South Total
Kingdom America
Six months ended GBP'000 GBP'000 GBP'000
30 June 2016
Unaudited
Revenue
Sales to external - - -
customers
_______ _______ _______
Segment revenue - - -
Results
Segment result (421) 238 (183)
Total net assets 5,860 736 6,596
United South Total
Kingdom America
Six months ended GBP'000 GBP'000 GBP'000
30 June 2015
Unaudited
Revenue
Sales to external
customers - 1,015 1,015
_______ _______ _______
Segment revenue - 1,015 1,015
Results
Segment result 1,761 (2,734) (973)
Total assets 2,460 5,362 7,822
United South Total
Kingdom America
Year ended 31 December GBP'000 GBP'000 GBP'000
2015
Unaudited
Revenue
Sales to external
customers - 1048 1048
_______ _______ _______
Segment revenue - 1,048 1,048
Results
Segment result (354) (1,856) (2,210)
Total assets less
liabilities 5,270 1,381 6651
5. Administration 6 months 6 months Year
expenses to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
United Kingdom operations 291 262 542
Colombia operations 105 265 530
Peru operations 132 73 65
(Profit)/loss arising
on foreign exchange (460) 98 (271)
68 698 866
=================== =================== ========
6. Loss from operations
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
The loss on ordinary activities
before taxation includes:
Auditors' remuneration
Audit 24 20 43
Other non-audit
services - - 12
Depreciation of oil
and gas assets 247 592 4
Impairment of intangible
assets 954 (1) 1,312
Impairment of property,
plant and equipment - - 9
Impairment of foreign
tax receivables 57 (51) 163
(Profit)/Loss on
exchange (460) 98 (271)
7. Income tax expense
The income tax charge for the period relates
to provisions for foreign taxation on taxable
gains arising in the Company's operations in
Peru.
8. Earnings/(loss) per Share
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
Pence Pence Pence
Earnings/(loss) per
ordinary share
Basic (0.01) (0.07) (0.15)
Diluted (0.01) (0.07) (0.15)
The earnings/(loss) per ordinary share is based
on the Group's loss for the period of GBP183,000
(30 June 2015: GBP971,000; 31 December 2015:
GBP2,210,000) and a weighted average number
of shares in issue of 1,376,409,576 (30 June
2015: 1,376,409,576; 31 December 2015: 1,376,409,576).
The potentially dilutive options issued were
35,172,414 (30 June 2015: 71,412,845; 31 December
2015: 71,412,845).
9. Called up Share Capital
There have been no changes to share capital
in the reporting period.
10. Reconciliation of operating
loss to net cash outflow from
operating activities
6 months 6 months Year
to to to
30-Jun 30-Jun 31-Dec
2016 2015 2015
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Profit/(loss) for
the period (200) (951) (2,044)
Depreciation and
amortisation 247 592 1,325
Share based payments - - 81
Non-cash movement
arising on consolidation
of non-controlling
interests 17 (22) (166)
Finance income shown
as an investing activity (62) (32) (92)
Tax Expense/(Benefit) - 10 435
Foreign currency
translation (566) 82 (195)
(Increase)/decrease
in inventories - 53 204
(Increase)/decrease
in receivables (2,012) (351) (513)
Tax paid 105 (110) (25)
Increase/(decrease)
in payables (781) (183) (1,756)
______ ______ _______
(3,252) (912) (2,746)
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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