TIDMPGR

RNS Number : 1706S

Phoenix Global Resources PLC

29 September 2017

29 September 2017

Phoenix Global Resources plc

("Phoenix")

UNAUDITED INTERIM RESULTS FOR TREFOIL HOLDINGS B.V.

FOR THE SIX MONTH PERIOD TO 30 JUNE 2017

Phoenix Global Resources plc (AIM: PGR; BCBA: PGR), the independent Argentina-focused oil and gas exploration and production company, announces the unaudited interim results for the six month period ending 30 June 2017 in respect of Trefoil Holdings B.V. ("Trefoil", the "Company" or, together with its subsidiaries, the "Group"). Trefoil represents the Mercuria Oil and Gas Business in Argentina that combined with Andes Energia Plc on 10 August 2017 immediately prior to the enlarged group being renamed Phoenix Global Resources plc. Petrolera El Trebol S.A. ("PETSA") is an Argentina registered company and is the sole operating company of the Trefoil Holdings B.V. Group.

Operational review

Period highlights

-- The Group continued its appraisal work on the Vaca Muerta shale formation in the Puesto Rojas block and made an application to the Province of Mendoza for an unconventional exploitation concession for the area

-- Three wells were drilled during the period in the Puesto Rojas block, two of which also reached Vaca Muerta in addition to the conventional horizons

-- During the period one conventional well (CP1014 ST) was completed in the Puesto Rojas area with initial production of 785 bopd (30 day average) on a working interest basis, from the Chachao formation

   --     Two development wells were drilled in the Santa Cruz Sur area 

-- Two exploration wells were drilled on the Angostura and Rio Cullen concessions in Tierra del Fuego

-- Average realised oil price of US$49.57 per bbl, a decrease of US$8.27 per bbl or 14% compared to H1 2016 as the de-regulation of the Argentina domestic oil price brings closer parity to international benchmarks

-- Average realised gas price of US$3.87 per mmbtu, an increase of US$1.05 or 37% compared to H1 2016

-- EBITDA of US$15.0 million, a 43.8% reduction compared to H1 2016 as a result of lower oil prices and, as previously indicated, the re-phasing of the development and production programme for Puesto Rojas to 2H 2017 as the Group focused on Vaca Muerta evaluation in H1 2017

   --     At the period end net debt was US$16.1 million 

Post period highlights

-- On 10 August 2017, the combination with Andes Energia Plc, the AIM-listed Argentina exploration and production company, created a scaled pure play Argentina oil and gas company with significant Vaca Muerta and other unconventional acreage together with access to public markets

-- Five further wells were drilled in the Puesto Rojas area, three of which have appraised unconventional potential. One further well was drilled in the Santa Cruz Sur area. Appraisal and testing of these wells is ongoing

-- The Company recompleted a well at Cerro Del Medio which was previously producing 40 bopd and is producing post recompletion more than 300 bopd, which provides good initial indications of expanding our existing Agrio play with significant development potential, including with horizontal wells, in this prolific horizon.

-- The Company has agreed with its JV partners that it will assume operatorship of the Rio Atuel exploration block from Tecpetrol effective from 1 October 2017. In addition, the Company has agreed to acquire Tecpetrol's 33.34% stake in the area, which will increase the Company's stake to 66.67% and add approximately 82,000 working interest acres

-- Average monthly oil production from the blocks in the Malargüe region has increased to approximately 2,750 working interest bopd during the second half of September compared to an average of 2,326 working interest bopd in H1 2017

-- Average monthly total production, as of 24 September 2017 is 8,751 working interest boepd, of which oil production is 5,371 working interest bopd and gas production is 3,380 working interest boepd

For further information, please contact:

 
 Phoenix Global Resources   Anuj Sharma,       T: +54 11 5258 
  plc                        CEO                7500 
                             Philip Wolfe,      T: +44 20 7839 
                             CFO                4974 
  Stockdale Securities       Antonio Bossi      T: +44 20 7601 
                              David Coaten       6100 
  Panmure Gordon             Adam James         T: +44 20 7886 
                              Atholl Tweedie     2500 
  Camarco                    Billy Clegg        T: +44 20 3757 
                              Gordon Poole       4980 
                              James Crothers 
 

Qualified Person Review

In accordance with AIM guidance for mining, oil and gas companies, Mr. Javier Vallesi and Mr. Greg Easley have reviewed the information contained in this announcement. Mr. Vallesi, Chief Operating Officer of the Group, is a petroleum engineer with over 22 years of experience in the oil and gas industry and is a member of the Argentinian Institute of Oil and Gas. Mr. Easley, Senior Manager Reservoir and Engineering, is a petroleum engineer with over 10 years of experience in the oil and gas industry, is a licenced Professional Engineer in the State of Texas and is a member of the Society of Petroleum Engineers.

About Phoenix:

Phoenix Global Resources is a London Stock Exchange (AIM: PGR) and Buenos Aires Stock Exchange (BCBA: PGR) listed independent Argentina-focused oil and gas exploration and production company. The Company has over 6.3 million licensed working interest acres in Argentina (of which over 5 million are operated), 61.7 million boe of working interest 2P reserves and average production of approximately 11,300 working interest boepd in 2016. Phoenix has significant exposure to the unconventional opportunity in Argentina through its 400,000 working interest acres of Vaca Muerta potential.

Phoenix's website is www.phoenixglobalresources.com

Chief Executive Officer's Review

NORTH ARGENTINA SEGMENT

Puesto Rojas - Cerro Mollar - Cerro Mollar Oeste - Cerro Mollar Norte

Appraisal activity

In H1 2017 the Company launched a three-well drilling campaign on the Puesto Rojas block. The campaign included two appraisal wells that reached the Vaca Muerta shale formation that lies beneath the existing conventional production horizons in the Puesto Rojas area allowing for further data acquisition for future unconventional appraisal programmes.

While the appraisal and testing of these wells is at an early stage, the initial results from the 2017 drilling campaign has shown that the Vaca Muerta formation is prevalent within the Puesto Rojas area and that it represents a potentially prolific development prospect for the Company.

The drilling activity undertaken to date in the Vaca Muerta formation represents an initial test programme to confirm the overall prospectivity of the formation. Based on the encouraging results of the initial programme and in order to expand the appraisal programme the Company has applied to the Province of Mendoza for an unconventional exploitation concession for the Puesto Rojas block.

The term of the unconventional exploitation concession is 35 years which includes a pilot phase of between three to five years. If successful in its application, the Company plans to expedite and conclude the pilot programme within three years. Following the conclusion of the agreed pilot phase the Company will be able to progress the full development of the unconventional resource in Vaca Muerta.

While the results of the test programme have been encouraging, the Company is unable at this time to determine conclusively the prospectivity of the Vaca Muerta formation on Puesto Rojas and will provide further updates as both the administrative and physical activities continue.

The Vaca Muerta shale formation represents a significant exploration and development opportunity for the Group and the formation has been the subject of significant interest and investment from the international oil and gas community. The Vaca Muerta shale formation has the potential to be a significant asset for Argentina in terms of inward investment, job creation and energy security.

The Company recompleted a well at Cerro Del Medio which was previously producing 40 bopd and is producing post recompletion more than 300 bopd, which provides good initial indications of expanding our existing Agrio play with significant development potential, including with horizontal wells, in this prolific horizon.

Majors including ExxonMobil and Chevron have been active in Vaca Muerta with YPF historically. In 2017 there have been a number of further new joint ventures announced by YPF and others including those by Shell, BP, Total/Pan American Energy, Wintershall, Schlumberger and Statoil.

The level of investments made and activity undertaken further underscores the potential of the Vaca Muerta opportunity.

Development drilling

In the period, the Company has continued the Cerro Pencal development programme commenced in 2013. At 30 June 2017 nine wells were on stream in the Cerro Pencal Field and producing over 2,500 working interest bopd. A number of the wells represent drilling success in new discoveries that are producing with low water cut and relatively high daily production rates.

Cerro Mollar Oeste and Cerro Mollar Norte are small concessions located west of the Cerro Mollar field that are operated by the Company with 100% working interest. The net revenue interest on these areas is 84.32% and 88.0% respectively. Together Cerro Mollar Oeste and Cerro Mollar Norte currently produce a little over 200 bopd of working interest production from six wells, with no gas.

Oil production

Oil production decreased 17% during the period, from 2,808 working interest bopd during the first half of 2016 to 2,326 working interest bopd in the same period in 2017. The production programme for the Puesto Rojas - Cerro Mollar area was rephased to the second half of the year as the priority objective for the Group in H1 2017 was the initial appraisal and evaluation activity on the Vaca Muerta shale formation.

Refugio Tupungato - Mendoza

The Company has operated the Tupungato area since October 2006, holding a 100% working interest that translates to a 80.52% net revenue interest. The area produces primarily crude oil. Oil production remained stable in the period with average daily production in H1 of 2017 of 1,000 working interest bopd to the Company as compared to 1,051 working interst bopd during the equivalent period in 2016. Production is derived from 38 active wells of which 24 are in the Tupungato field and 14 in the Refugio-Tupungato field. Any gas produced from the area is consumed in operations.

SOUTH ARGENTINA SEGMENT

Santa Cruz-Sur

In the year to date three development wells were drilled in Santa Cruz-Sur. Of the three wells, one well was conventionally completed and produced gas in H1 2017 and as of August was producing 1459 gross mcf per day. The remaining two wells are currently undergoing fracture stimulation and are expected to be onstream in H2 2017.

Rio Cullen

The Rio Cullen block is located in Tierra Del Fuego and is also operated by Roch. One exploration well, RC.x-1002, was drilled during the period. The well also targeted the Tobifera and Springhill formations. The well was completed in June 2017 through hydraulic fracture stimulation and as of August 2017 was producing at a rate of 876 mcf per day with minimal water production.

Both the well at Angostura and that at Rio Cullen were drilled as part of the exploration commitments entered under the ten-year extension to the concession agreement.

Production

Production by area is summarised as follows:

 
                                               H1 2016                H2 2016                H1 2017 
---------------------  ---------------  ---------------------  ---------------------  --------------------- 
 Area                                      Oil         Gas        Oil         Gas        Oil         Gas 
                           Operator       bbl/day    mscf/day    bbl/day    mscf/day    bbl/day    mscf/day 
---------------------  ---------------  ---------  ----------  ---------  ----------  ---------  ---------- 
 Atamasqui                   Roch               2           -          1           -          1           - 
 Angostura                  PETSA             349           0        351           -        333           - 
 Cajón 
  de las 
  Caballos                   Roch             158          94        150          39        165          41 
 Cajón                  YPF 
  Oriental                   S.A.              _-           -          -           -          -           - 
 Campo Bremen                Roch              61       3,174         63       3,371         60       3,170 
 Cerro Mollar 
  Norte                     PETSA              74           -          -           -        100           - 
 Cerro Mollar 
  Oeste                     PETSA             102           -         95           -         93           - 
 Chañares 
  Herrados              Chañares         306          71        252          54        200          49 
 Chorillos                   Roch             592       9,585        574       9,451        534       9,296 
 Las Violetas                Roch             102       3,860         95       3,763         90       3,466 
 Moy Aike                    Roch              89         101         73         111         90         128 
 Océano                 Roch              29       2,424         33       2,473         31       2,240 
 Palermo 
  Aike                       Roch               -           -          -           -          -           - 
 Puesto 
  Pozo Cercado          Chañares         121          28        133          24        122          24 
 Puesto 
  Rojac Cerro-Mollar        PETSA           2,631         253      2,407         339      2,133         774 
 Refugio 
  Tupungato                 PETSA           1,051         140      1,059         142      1,000         139 
 Rio Atuel                Tecpetrol            24          21          5           3          -           - 
 Rio Cullen                  Roch               5         112          5         109          4         100 
 Sur Rio 
  Deseado 
  Oeste                      Roch               8           -          8           -          8           - 
---------------------  ---------------  ---------  ----------  ---------  ----------  ---------  ---------- 
 Totals                                     5,704      19,863      5,304      19,879      4,964      19,427 
 

Financial review

 
 Six-months ended 30          2017    2016 
  June 
                             US$MM   US$MM 
-------------------------   ------  ------ 
 Revenue                      58.0    68.2 
 Operating (loss)/profit     (5.1)    11.6 
 EBITDA                       15.0    27.1 
 Net cash flows from 
  operating activities         5.5    25.7 
--------------------------  ------  ------ 
 

Revenue decreased by US$10.2 million to US$58.0 million as compared to the equivalent period in the prior year due to lower oil prices achieved and lower oil production.

The Argentina domestic oil price has declined as the Government continues to allow the regulated domestic price to move towards parity with international benchmark prices. The average price achieved per bbl sold fell from US$57.84 in H1 2016 to US$49.57 in H1 2017. The fall in the domestic price resulted in a decline in revenue of US$8.6 million as compared to H1 2016. In addition, oil sales volumes were lower in H1 2017 than in H1 2016 with 940,394 bbls sold in H1 2017, down 94,631 period on period. The decline in sales volumes resulted in US$4.7 million less revenue in H1 2017 as compared to the same period in the previous year.

Offsetting the decline in oil revenues, the average gas price achieved in the period was $1.05 per mmbtu higher at US$3.87 per mmbtu as compared to US$2.82 in H1 2016. The increase in gas prices period on period resulted in an increase in revenue in H1 2017 of US$3.1 million compared to H1 2016. Gas volumes remained largely consistent period on period.

The Group recorded an operating loss of US$5.1 million in H1 2017 as compared to a gain of US$12.1 million on H2 2016. The decrease in operating profit is due principally to the decline in revenues of US$10.2 million together with the net impairment loss of US$5.7 million related to the relinquishment of the Puesto Pozo Cercado licence area. The gross impairment loss amounted to US$7.9 million representing the net investment in PP&E related to the block. This was offset by a tax credit recognised of US$2.2 million (35%).

EBITDA decreased by US$12.1 million to US$15.0 million compared to H1 2016 and driven primarily by the fall in sales revenue.

The net loss for the Group increased by US$6.8 million from US$0.2 million in H1 2016 to US$7.0 million in H1 2017. This was again driven by the decline in revenues in H1 2017 as compared to the same period in the previous period and the impairment loss of US$7.9 million in the current period offset by a lower tax charge in H1 2017 as compared to H1 2016. The tax charge in H1 2017 was US$8.9 million lower than in H1 2016 due to less revenue earned and the tax credit recognised in 2017 related to the impairment of Puesto Pozo Cercado.

The Group's total assets are consistent period on period, after taking account of both additions and depreciation for the period, at US$249 million at 30 June 2017 compared to US$246 million at 30 June 2016. Property plant and equipment has increased by US$19.7 million reflecting the appraisal work programme undertaken on the Vaca Muerta formation in Puesto Rojas in the period. This is offset by a reduction in the level of trade receivables by US$16.5 million at 30 June 2017 compared to 30 June 2016. The reduction in trade receivables is partly as a result of lower oil prices resulting in lower invoiced revenue and a focus on working capital in the period.

The Group's net assets have increased by US$26.8 million as compared to 30 June 2016 primarily as a result of the issuance of new ordinary shares with an aggregate value of US$30.7 million to Upstream Capital Partners as part of the group restructuring undertaken in contemplation of the combination with Andes Energia Plc (now Phoenix Global Resources plc) that completed on 10 August 2017.

At 30 June 2017 the Group had cash on hand of US$7.1 million. In addition, borrowings were US$24.0 million lower at 30 June 2017 at US$23.2 million compared to US$45.0 million at 30 June 2016, again as a result of corporate restructuring undertaken in contemplation of the combination with Andes Energia Plc.

At the period end net debt, calculated as total financial liabilities less available cash and cash equivalents, was US$16.1 million and is approximately US$27.0 million at the date of this announcement.

Anuj Sharma

Chief Executive Officer

29 September 2017

Unaudited Consolidated Income statement

 
                            Note    Six months    Six months        Year to 
                                    to 30 June    to 30 June    31 December 
                                          2017          2016           2016 
                                       US$'000       US$'000        US$'000 
-------------------------  -----  ------------  ------------  ------------- 
 
 Revenue                       2        58,041        68,239        129,264 
 Government incentives                     121           305            713 
 Cost of sales                 3      (47,045)      (48,475)       (96,233) 
-------------------------  -----  ------------  ------------  ------------- 
 Gross profit                           11,117        20,069         33,744 
 
 Selling expenses                      (2,758)       (2,510)        (5,452) 
 Administrative 
  expenses                             (5,582)       (5,487)        (7,581) 
 Impairment of 
  property, plant             8, 
  and equipment               10       (7,887)             -              - 
 Exploration expenses          5          (56)         (102)          (151) 
 Other operating 
  (expense)/income, 
  net                                       57            99          (326) 
-------------------------  -----  ------------  ------------  ------------- 
 Operating (Loss)/profit               (5,109)        12,069         20,234 
 
 Finance income                              9         2,134          2,281 
 Finance costs                         (1,125)       (4,771)        (6,284) 
 Other finance 
  results, net                           (806)           140          1,639 
-------------------------  -----  ------------  ------------  ------------- 
 (Loss)/profit 
  before taxation                      (7,031)         9,572         17,870 
 
 Income tax                    6            43       (9,453)       (13,291) 
 
 (Loss)/profit 
  for the year                         (6,988)           119          4,579 
 
 (Loss)/profit 
  attributable 
  to: 
-------------------------  -----  ------------  ------------  ------------- 
 Equity holders 
  of the parent                        (6,988)           119          4,579 
 Non-controlling 
  interests                                  -             -              - 
-------------------------  -----  ------------  ------------  ------------- 
                                       (6,988)           119          4,579 
-------------------------  -----  ------------  ------------  ------------- 
 

The accompanying notes are an integral part of these consolidated interim financial statements.

Unaudited Consolidated Statement of Financial Position

 
                                    30 June   30 June   31 December 
                                       2017      2016          2016 
                            Note    US$'000   US$'000       US$'000 
-------------------------  -----  ---------  --------  ------------ 
 Non-current assets 
 Property, plant 
  and equipment                8    192,981   173,322       186,084 
 Intangible assets                    7,942     9,494         8,610 
 Trade and other 
  receivables                         4,485     4,117         4,750 
-------------------------  -----  ---------  --------  ------------ 
 Total non-current 
  assets                            205,408   186,933       199,444 
-------------------------  -----  ---------  --------  ------------ 
 
 Current assets 
 Inventories                          9,615    11,955         9,270 
 Trade and other 
  receivables                        26,561    43,615        25,410 
 Cash and cash 
  equivalents                         7,168     3,169         5,243 
-------------------------  -----  ---------  --------  ------------ 
 Total current 
  assets                             43,344    58,739        39,923 
-------------------------  -----  ---------  --------  ------------ 
 
 Current liabilities 
 Trade and other 
  payables                           32,945    32,623        22,562 
 Financial liabilities         9     13,094    41,561        43,933 
 Provisions                             375       393           385 
-------------------------  -----  ---------  --------  ------------ 
 Total current 
  liabilities                        46,414    74,577        66,880 
-------------------------  -----  ---------  --------  ------------ 
 
 Non-current liabilities 
 Financial liabilities         9     10,150     1,033         1,101 
 Deferred income 
  tax liabilities              7     34,847    39,324        38,008 
 Provisions                           7,899     8,095         7,834 
-------------------------  -----  ---------  --------  ------------ 
 Total non-current 
  liabilities                        52,896    48,452        46,943 
-------------------------  -----  ---------  --------  ------------ 
 
 Net assets                         149,442   122,643       125,544 
-------------------------  -----  ---------  --------  ------------ 
 
 Capital and reserves 
 Called up share 
  capital                           113,718   113,696       113,696 
 Share premium 
  account                            30,675         -             - 
 Other reserves                      15,753    15,224        15,224 
 Retained earnings                 (10,704)   (6,277)       (3,376) 
-------------------------  -----  ---------  --------  ------------ 
 Equity attributable 
  to the equity 
  holders of the 
  parent                            149,442   122,643       125,544 
 Non-controlling 
  interests                               -         -             - 
-------------------------  -----  ---------  --------  ------------ 
 Total equity                       149,442   122,643       125,544 
-------------------------  -----  ---------  --------  ------------ 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

Unaudited Consolidated Statement of Changes in Equity

 
                                                                             Attributable 
                                                                                  to: 
---------------------  ---------  ---------  ----------  ----------  ---------------------------  -------- 
                          Called      Share       Other    Retained     Equity   Non-controlling     Total 
                              up    premium    reserves    earnings    holders         interests    equity 
                           share    account                             of the 
                         capital                                        parent 
                         US$'000    US$'000     US$'000     US$'000    US$'000           US$'000   US$'000 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 At 1 January 
  2016                   113,696          -      15,224     (7,500)    121,420             1,220   122,640 
 Profit/(loss) 
  for the 
  period                       -          -           -         119        119                 -       119 
 Acquisition 
  of non-controlling 
  interest                     -          -           -         764        764           (1,220)     (456) 
 [Translation 
  differences]                 -          -         340                    340                 -       340 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 Total comprehensive 
  profit/(loss) 
  for the 
  period                 113,696          -      15,564     (6,617)    122,643                 -   122,643 
 Issue of 
  ordinary 
  shares                       -          -           -           -          -                 -         - 
 At 30 June 
  2016                   113,696          -      15,564     (6,617)    122,643                 -   122,643 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 
 At 1 January 
  2017                   113,696          -      15,564     (3,716)    125,544                 -   125,544 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 Profit/(loss) 
  for the 
  period                       -          -           -     (6,988)    (6,988)                 -   (6,988) 
 [Translation 
  differences]                 -          -         166           -        166                 -       166 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 Total comprehensive 
  profit/(loss) 
  for the 
  period                 113,696          -      15,730    (10,704)    118,722                 -   118,722 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 Transactions 
  with owners: 
 Loan forgiveness              -          -      31,094           -     31,094                 -    31,094 
 Issue of 
  ordinary 
  shares                      22     30,675    (30,697)           -          -                 -         - 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 Translation 
  differences                  -          -       (374)           -                                  (374) 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 At 30 June 
  2017                   113,718     30,675      15,753    (10,704)    149,442                 -   149,442 
---------------------  ---------  ---------  ----------  ----------  ---------  ----------------  -------- 
 

The accompanying notes are an integral part of these consolidated financial statements.

Unaudited Consolidated Statement of Cash Flows

 
                              Note       Six months to 30 June   Six months to 30 June 2016   Year to 31 December 2016 
                                                          2017 
                                                       US$'000                      US$'000                    US$'000 
---------------------------  -----  --------------------------  ---------------------------  ------------------------- 
 
 Cash generated from 
  operations                    10                       5,455                       26,162                     32,646 
 Net cash flows generated 
  from operating activities                              5,455                       26,162                     32,646 
---------------------------  ----- 
 
 Cash flows from investing 
 activities 
 Purchase of property plant 
  and equipment                                       (11,428)                      (3,984)                   (24,977) 
 Proceeds from disposal of 
  working interest                                           -                            -                     18,322 
 Net cash used in investing 
  activities                                          (11,428)                      (3,984)                    (6,555) 
---------------------------  -----  --------------------------  ---------------------------  ------------------------- 
 
 Cash flows from financing 
 activities 
 Repayment of borrowings                               (2,948)                     (21,657)                   (29,224) 
 Proceeds from borrowings                               11,280                        4,479                     12,430 
 Interest paid                                           (765)                      (4,141)                    (5,989) 
 Acquisition of 
  non-controlling interest                                   -                      (1,676)                    (1,676) 
---------------------------  -----  --------------------------  ---------------------------  ------------------------- 
 Net cash generated 
  from/(used in) financing 
  activities                                             7,567                     (22,995)                   (24,459) 
---------------------------  -----  --------------------------  ---------------------------  ------------------------- 
 
 Net increase/ (decrease) 
  in cash and cash 
  equivalents                                            1,594                        (817)                      1,632 
 Cash and cash equivalents 
  at the beginning of the 
  period                                                 5,243                        4,200                      4,200 
 Finance results, net, on 
  cash and cash equivalents                                331                        (214)                      (589) 
---------------------------  -----  --------------------------  ---------------------------  ------------------------- 
 Cash and cash equivalents 
  at the end of the period                               7,168                        3,169                      5,243 
---------------------------  -----  --------------------------  ---------------------------  ------------------------- 
 

The accompanying notes are an integral part of these consolidated financial statements.

Notes to the interim financial information

   1.     Basis of preparation 

This condensed consolidated interim financial information for the six months ended 30 June 2017 has been prepared in accordance with IAS 34, "Interim financial reporting" as adopted by the European Union. The interim financial information has been prepared for Trefoil Holdings B.V., the parent company of the Mercuria Oil and Gas Business in Argentina that was combined with the former Andes Energia Plc on 10 August 2017 by way of a reverse acquisition. Immediately following the combination the enlarged Group was renamed Phoenix Global Resources PLC (AIM: PGR.L) ("Phoenix") and was readmitted to AIM following the approval of the Admission Document. The condensed consolidated interim financial information should be read in conjunction with the historical financial information for the three years ended 31 December 2016 that was prepared in accordance with International Financial Reporting Standards as adopted by the European Union for the purposes of the Admission Document. The historical financial information for the three years ended 31 December 2016 was prepared under the provisions of Standard for Investment Reporting 2000. The historical financial information is included in the AIM Admission Document that was prepared as part of the reverse acquisition of Andes Energia PLC which is available on the website of the enlarged group (www.phoenixglobalresources.com) or from the Phoenix Global Resources plc registered office.

The accounting policies applied in these interim financial statements are consistent with those applied in preparing the historical financial information and included in the Admission Document dated 24 July 2017 with the exception of certain recharges explained within the historical financial information.

The Group's business activities, together with factors likely to affect its future development, performance and position are set out in the operational and financial review sections of this report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review section.

   2.     Segment reporting 

IFRS 8, "Operating Segments", requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the chief operating decision maker, which in the case of the Trefoil Holdings B.V. is considered to be the Mercuria Energy Group Limited's management, which is located in Geneva, Switzerland. Management considers and reviews operating segments by reference to geographic location. There are two reportable segments, "North Argentina Blocks" and "South Argentina Blocks". Segment performance is evaluated based on geographical operations.

The blocks included in each reportable segment are shown below:

 
 Segment            Basin        Block                Operator     Working 
                                                                   interest 
                                                                      % 
-----------------  -----------  ------------------  -----------  ---------- 
 North Argentina 
  blocks            Cuyana       Atamisqui             PETSA         100 
-----------------  ----------- 
                                 Tupungato             PETSA        *100 
-----------------  ----------- 
   Chañares 
    Herrados 
    - Puesto 
    Pozo Cercado                       CH S.A.                      28.08 
  ------------------  -----------------------------------------  ---------- 
               Puesto Rojas 
                - Cerro 
  Neuquina      Mollar Oeste                  PETSA                  100 
 ----------- 
                                 Cerro Mollar          PETSA        **100 
                                  Norte 
                   ----------- 
   Rio Atuel                          Tecpetrol                     33.33 
   Cajón 
    de los Caballos                    Roch S.A                     37.5 
   Cajón 
    de los Caballos 
    -Sector 
    Oriental                           Roch S.A                      15 
                                 Llancanelo                         **10 
-----------------  -----------  ------------------  -----------  ---------- 
 South Argentina    Austral      Chorrillos,          Roch S.A      ***70 
  blocks                          Campo Bremen, 
                                  Moy Aike, 
                                  Oceano & 
                                  Palermo 
                                  Aike 
-----------------  ----------- 
   Río 
    Cullen - 
    Las Violetas 
    - La Angostura                     Roch S.A                     12.62 
  ------------------  -----------------------------------------  ---------- 
  Golfo San    Sur Río 
   Jorge        Deseado                     Roch S.A.               24.92 
 -----------  ------------------  -----------------------------  ---------- 
 

Petrolera El Trebol S.A. ("PETSA") is an Argentina registered company and is the sole operating Company of the Trefoil Holdings B.V. Group.

(*) Due to agreements in place on the acquisition of the block between the former owners and YPF S.A., the Mercuria Oil and Gas Business assumes an overriding royalty at a maximum of 6% of production on Tupungato, to be paid in oil on a monthly basis to YPF S.A.

(**) On 10 May 2016, the Mercuria Oil and Gas Business agreed with YPF a swap of interests on the blocks Llancanelo and Cerro Mollar Norte, in Mendoza. The Mercuria Oil and Gas Business transferred to YPF its 10% participation in Llancanelo and received their 100% participation of Cerro Mollar Norte.

(***) Due to agreements in place on the acquisition of the working interest in the blocks between the former owners and Burns International Inc., the Mercuria Oil and Gas Business assumes an overriding royalty at 5% of production on Campo Bremen, Moy Aike and Oceano, to be paid in cash on a monthly basis to Burns International Inc.

Below is detailed the information on each business segment considered by the Mercuria Oil and Gas Business' Management:

 
 First half 2017                     North        South   Unallocated/        Total 
  Unaudited                      Argentina    Argentina      Corporate 
                                    Blocks       Blocks 
                                   US$'000      US$'000        US$'000      US$'000 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 Revenue                            36,456       21,585              -       58,041 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 Profit/(loss) for 
  the year                           3,200      (2,019)        (8,169)      (6,988) 
-----------------------------  -----------  -----------  -------------  ----------- 
 Add: Depreciation, 
  depletion and amortisation         7,923        4,312             12       12,247 
 Add: Impairment of 
  property, plant and 
  equipment                          7,887            -              -        7,887 
 Less: Finance income                    -            -            (9)          (9) 
 Add: Finance costs                      -            -          1,125        1,125 
 Add: Other finance 
  results                            (241)          385            661          805 
 Add: Taxation                     (2,157)            -          2,114         (43) 
-----------------------------  -----------  -----------  -------------  ----------- 
 EBITDA                             16,612        2,678        (4,266)       15,024 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 Oil revenues                       36,435       10,185              -       46,620 
 Bbls sold                         745,645      194,749              -      940,394 
 Realised price US$/bbl              48.86        52.30              -        49.57 
 
 Gas revenues                           21       11,400              -       11,421 
 Mm(3)                             126,097   79,788,138              -   79,914,235 
 Realised price US$/mmbtu             4.58         3.87              -         3.87 
 
 Capex                              22,860        6,928              -       29,788 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 
 First half 2016                     North        South   Unallocated/        Total 
  Unaudited                      Argentina    Argentina      Corporate 
                                    Blocks       Blocks 
                                   US$'000      US$'000        US$'000      US$'000 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 Revenue                            49,966       18,273              -       68,239 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 Profit/(loss) for 
  the year                          16,243        5,735       (21,859)          119 
-----------------------------  -----------  -----------  -------------  ----------- 
 Add: Depreciation, 
  depletion and amortisation        10,202        4,548              7       14,757 
 Less: Finance income              (1,766)            -          (370)      (2,135) 
 Add: Finance costs                                              4,771        4,771 
 Add: Other finance 
  results                          (2,616)          113          2,643          140 
 Add: Taxation                           -            -          9,453        9,453 
-----------------------------  -----------  -----------  -------------  ----------- 
 EBITDA                             22,063       10,396        (5,355)       27,105 
-----------------------------  -----------  -----------  -------------  ----------- 
 
 Oil revenues                       49,945        9,922              -       59,867 
 Bbls sold                         875,405      159,621              -    1,035,025 
 Realised price US$/bbl              57.05        62.16              -        57.84 
 
 Gas revenues                           21        8,350              -        8,372 
 Mm(3)                             146,848   80,201,479              -   80,348,327 
 Realised price US$/mmbtu             3.89         2.82              -         2.82 
 
 Capex                               7,966        2,281             45       10,292 
-----------------------------  -----------  -----------  -------------  ----------- 
 
   3.     Cost of sales 
 
 Unaudited              Note       Six   Six months        Year to 
                                months        to 30    31 December 
                                 to 30         June           2016 
                                  June         2016 
                                  2017 
                               US$'000      US$'000        US$'000 
---------------------  -----  --------  -----------  ------------- 
 
 Opening inventory - 
  crude oil                      3,904        2,035          2,035 
 Production costs          4    44,655       49,180         98,102 
 Closing inventory - 
  crude oil                    (1,514)      (2,740)        (3,904) 
---------------------  -----  --------  -----------  ------------- 
 Cost of sales                  47,045       48,475         96,233 
---------------------  -----  --------  -----------  ------------- 
 
   4.     Production costs 
 
 Unaudited                        Six   Six months        Year to 
                               months        to 30    31 December 
                                to 30         June           2016 
                                 June         2016 
                                 2017 
                              US$'000      US$'000        US$'000 
--------------------------   --------  -----------  ------------- 
 
 Depreciation, depletion 
  and amortisation             12,247       14,757         26,646 
 Wages and salaries             2,554        2,251          6,067 
 Social security charges          443          360          1,068 
 Other personnel expenses         485          334            792 
 Materials and supplies         2,734        3,624          6,988 
 Wells and facilities 
  maintenance                  12,468       12,711         26,350 
 Transportation costs           3,162        3,377          7,178 
 Royalties                      7,799        9,322         18,217 
 Landowners' easement 
  and canon                     1,471        1,211          2,239 
 Fuel gas and electricity         672          663          1,368 
 Insurance                        427          369            863 
 Other                            193          201            326 
---------------------------  --------  -----------  ------------- 
 Production costs              44,655       49,180         98,102 
---------------------------  --------  -----------  ------------- 
 
   5.     Exploration expenses 
 
 Unaudited                      Six months   Six months        Year to 
                                     to 30        to 30    31 December 
                                      June         June           2016 
                                      2017         2016 
                                   US$'000      US$'000        US$'000 
----------------------------   -----------  -----------  ------------- 
 
 Geological and geophysical 
  expenses                              56          102            151 
 Exploration expenses                   56          102            151 
-----------------------------  -----------  -----------  ------------- 
 
   6.     Income tax 
 
 Unaudited                                 Six   Six months        Year to 
                                        months        to 30    31 December 
                                         to 30         June           2016 
                                          June         2016 
                                          2017 
                                       US$'000      US$'000        US$'000 
-----------------------------------   --------  -----------  ------------- 
 Current tax expense                     3,165          661          5,816 
 Deferred tax expense                  (3,208)        8,792          7,475 
------------------------------------  --------  -----------  ------------- 
 Total income tax (Credit)/expense        (43)        9,453         13,291 
------------------------------------  --------  -----------  ------------- 
 
 
 (Loss)/profit on ordinary 
  activities before tax             (7,031)     9,572     17,870 
 Income tax calculated 
  at statutory rate (Argentina, 
  35%)                                2,461   (3,350)    (6,255) 
---------------------------------  --------  --------  --------- 
 Currency translation 
  on the tax values for 
  property plant and equipment      (2,563)   (3,409)    (5,877) 
 Currency translation 
  on the tax values for 
  other assets and liabilities            -       505        778 
 Exchange differences 
  - functional currency               (195)       109        278 
 Exchange differences 
  - local currency                      484   (2,346)        311 
 Expiration of tax loss 
  carry-forward                           -         -          - 
 Non-deductible expenses              (234)     (860)    (1,207) 
 Permanent differences                 (11)      (13)          - 
 Deferred tax assets 
  not recognised                      (268)     (358)      (672) 
 Fiscal assessments                     158       577          - 
 Others                                 211     (308)      (647) 
---------------------------------  --------  --------  --------- 
 Total income tax expense                43   (9,453)   (13,291) 
---------------------------------  --------  --------  --------- 
 
   7.     Deferred tax 
 
 Unaudited                         30 June    30 June   31 December 
                                      2017       2016          2016 
                                   US$'000    US$'000       US$'000 
------------------------------   ---------  ---------  ------------ 
 Deferred tax asset 
 Losses carried forward                  -          -             - 
 Inventories                           327         36         1,352 
 Other                                 220          -             - 
------------------------------   ---------  ---------  ------------ 
 Total deferred tax asset              547         36         1,352 
-------------------------------  ---------  ---------  ------------ 
 
 Deferred tax liability 
 Property, plant and 
  equipment                       (31,949)   (35,430)      (35,372) 
 Fiscal assessments                (3,400)    (3,759)       (3,558) 
 Other                                (46)      (170)         (230) 
-------------------------------  ---------  ---------  ------------ 
 Total deferred tax liability     (35,395)   (39,359)      (39,360) 
-------------------------------  ---------  ---------  ------------ 
 Net deferred tax liability       (34,848)   (39,323)      (38,008) 
-------------------------------  ---------  ---------  ------------ 
 

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that it is probable that the tax loss carry-forward can be used to offset current taxes payable in the future.

   8.     Property, plant and equipment 
 
 Unaudited                  Producing           Work       Exploration       Fixtures,       Total 
                      and development    in progress    and evaluation       fittings, 
                               assets                           assets       equipment 
                                                                          and vehicles 
                              US$'000        US$'000           US$'000         US$'000     US$'000 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 Cost 
 At 1 January 
  2017                        369,143         18,057             6,804           4,420     398,424 
 Additions                          -         29,777                 -              12      29,788 
 Transfers                     18,578       (18,800)                 -             222           - 
 Disposals                   (24,897)        (3,425)                 -               -    (28,321) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 At 30 June 2017              362,824         25,609             6,804           4,654     399,891 
 
 Accumulated 
  depreciation 
 At 1 January 
  2017                      (207,984)              -                 -         (4,356)   (212,340) 
 On disposals                  17,010              -                 -               -      17,010 
 Charge for the 
  period                     (11,510)              -                 -            (68)    (11,579) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 At 30 June 2017            (202,484)              -                 -         (4,424)   (206,908) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 
 Net book value 
  at 30 June 2017             160,338         25,610             6,804             230   (192,981) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 
 
 Unaudited                  Producing           Work       Exploration       Fixtures,       Total 
                      and development    in progress    and evaluation       fittings, 
                               assets                           assets       equipment 
                                                                          and vehicles 
                              US$'000        US$'000           US$'000         US$'000     US$'000 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 Cost 
 At 1 January 
  2016                        349,269         13,065             3,334           4,402     370,070 
 Additions                      4,124          6,129                 -              39      10,292 
 Transfers                        661          (661)                 -               -           - 
 Disposals                    (5,938)              -                 -               -     (5,938) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 At 30 June 2016              348,116         18,533             3,334           4,441     374,424 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 
 Accumulated 
  depreciation 
 At 1 January 
  2016                      (186,484)              -                 -         (4,123)   (190,607) 
 On disposals                   1,804              -                 -               -       1,804 
 Charge for the 
  period                     (12,203)              -                 -            (96)    (12,299) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 At 30 June 2016            (196,883)              -                 -         (4,219)   (201,102) 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 
 Net book value 
  at 30 June 2016             151,233         18,533             3,334             222     173,322 
------------------  -----------------  -------------  ----------------  --------------  ---------- 
 
   9.     Financial liabilities 
 
 Unaudited                   30 June   30 June   31 December 
                                2017      2016          2016 
                             US$'000   US$'000       US$'000 
-------------------------   --------  --------  ------------ 
 
 Financial liabilities        10,150     1,033         1,101 
--------------------------  --------  --------  ------------ 
 Non-current liabilities      10,150     1,033         1,101 
--------------------------  --------  --------  ------------ 
 
 Financial liabilities        12,952    40,593        12,099 
 Accrued interest                142       968           120 
--------------------------  --------  --------  ------------ 
 Current liabilities          13,094    41,561        12,219 
--------------------------  --------  --------  ------------ 
 

During the first half of 2017, financial liabilities include bank loans denominated in Argentina Pesos and repayable in accordance with the maturity profile summarised below at (i) fixed rates within a range of 15.25 percent to 25 percent, and (ii) variable rates within 'Badlar corregida' plus 2 per cent. Financial liabilities also include bank loans denominated in US Dollar, at fixed rates within a range of 2.5 per cent to 4.25 per cent. Approximately 53 per cent of these loans were collateralised by Stand-by Letters Issued by European banks on behalf of the Mercuria Group.

During the first half of 2016, financial liabilities include bank loans denominated in Argentina Pesos and repayable in accordance with the maturity profile summarised below at (i) fixed rates within a range of 15.25 percent to 39 percent, and (ii) variable rates within a range of 'Badlar corregida' plus 1.5 and 5.75 per cent. Financial liabilities also include bank loans denominated in US Dollar, at fixed rates at 4.25 per cent. Approximately 62 per cent of these loans were collateralised by Stand-by Letters Issued by European banks on behalf of the Mercuria Group

 
 Unaudited        30 June   30 June   31 December 
                     2017      2016          2016 
                  US$'000   US$'000       US$'000 
--------------   --------  --------  ------------ 
 
 Maturity 
  profile 
 Within 
  1 year           13,094    41,561        12,970 
 Between 
  1 and 5 
  years            10,555     3,810         1,182 
---------------  --------  --------  ------------ 
                   23,649    45,371        14,152 
 Future 
  interest 
  charges           (405)   (2,777)         (832) 
---------------  --------  --------  ------------ 
 Financial 
  liabilities      23,244    42,594        13,320 
---------------  --------  --------  ------------ 
 

10. Cash generated from operations

 
                               Note       Six months to 30 June       Six months to 30 June   Year to 31 December 2016 
                                                           2017                        2016 
---------------------------  ------  --------------------------  --------------------------  ------------------------- 
 (Loss)/profit for the year                             (6,988)                         119                      4,579 
 Adjustments for: 
 Income tax charge                                         (43)                       9,453                     13,291 
 Interest income                                            (9)                     (2,134)                    (2,281) 
 Interest expense                                         1,126                       4,771                      6,284 
 Accretion of discount on asset 
  retirement obligations                                    274                         241                        493 
 Exchange differences                                       375                         333                      (783) 
 Impaired receivables                                         -                           -                        689 
 Depreciation, depletion and 
  amortisation                                           12,247                      14,757                     26,879 
 Disposal of property, plant and 
  equipment                                                   -                           -                        170 
 Amounts written off 
 property, plant and 
 equipment                                                7,887                           -                          - 
 Working capital 
 adjustments: 
 (Increase)/decrease in trade and 
  other receivables                                     (6,298)                     (4,000)                    (7,409) 
 (Increase)/decrease in inventory                         (344)                     (2,381)                        301 
 (Decrease)/increase in trade and 
  other payables                                        (2,552)                      10,604                      2,179 
 (Decrease)/increase in provisions                        (220)                     (1,103)                    (1,816) 
 Income tax paid                                              -                     (4,498)                    (9,930) 
-----------------------------------  --------------------------  --------------------------  ------------------------- 
 Net cash flow from operations                            5,455                      26,162                     32,646 
-----------------------------------  --------------------------  --------------------------  ------------------------- 
 

11. Events after the balance sheet date

Combination with the former Andes Energia Plc

On 10 August 2017 Andes Energia plc ("Andes") announced the completion of the combination with the Company. The combination was effected through the acquisition of the entire issued share capital of the Company in consideration for the issue of 1,899,106,385 consideration ordinary shares to the former shareholders of the Company by Andes. Immediately following the combination the enlarged Group was renamed Phoenix Global Resources plc (AIM: PGR.L; BCBS: PGR)) ("Phoenix") and was readmitted to AIM following the approval of the Admission Document. The Admission document that discusses the organisation of the enlarged Group and its activities in Argentina can be found on the Company's website (www.phoenixglobalresources.com).

The consideration Shares issued to Upstream Capital Partners represented 75.38% of the enlarged share capital on completion with the Andes shareholders holding 24.62%. The resulting ownership of Mercuria EG in the enlarged group on completion was approximately 78%.

Chañares Herrados and Puesto Pozo Cercado

On 21 August Phoenix Global Resources announced that it had been informed that Chañares Herrados S.A. ('CHSA'), the concessionaire and operator of the Chañares Herrados ("CH") and Puesto Pozo Cercado ("PPC") blocks, had presented to the Director of Hydrocarbons a new exploitation plan for the areas. CHSA was subsequently notified by the Province of Mendoza of its acceptance of the new plan.

Pursuant to this plan CHSA and the joint venture partners will relinquish 100% of the PPC block, which has production of approximately gross 423 bopd (net to Phoenix 331 bopd) and covers approximately 42,000 gross acres, and implement a work programme in the CH block with a gross investment commitment of approximately US$94 million over a four year period.

Phoenix's level of participation in the new work programme for the CH block, if any, has not yet been agreed with the operator.

Glossary

 
 
 Bbl       Barrel 
 boepd     Barrels of oil 
            equivalent per 
            day 
 bopd      Barrels of oil 
            per day 
 Mm(3)     Thousand cubic 
            metres 
 mmbtu     Million British 
            Thermal Units 
 mmscf     Million standard 
            square feet 
 PETSA     Petrolera Es 
            Trebol S.A. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EANNPASEXEFF

(END) Dow Jones Newswires

September 29, 2017 02:03 ET (06:03 GMT)

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