Final Results
Regal Petroleum PLC
27 June 2006
For Immediate Release 27 June 2006
REGAL PETROLEUM PLC
PRELIMINARY AUDITED RESULTS FOR THE YEAR
ENDED 31 DECEMBER 2005
Regal Petroleum plc ('Regal', 'the Company' or 'the Group'), the oil and gas
exploration and production company, today announces its audited results for the
year ended 31 December 2005.
Financial Highlights
•Turnover from group operations was $37.3 million (2004: $42.5 million).
•Production averaged 3,600 boepd (2004: 4,100 boepd).
•Loss for the year of $82.6 million (2004: $13.7 million) includes a loss
due to the reclassification of the Greek asset as an investment $53.5
million (second half), writedowns principally of the King Alexander Rig of
$9.5 million (first half) and foreign exchange losses of $10.6 million
(mainly first half).
•Loss per share of 67.5 cents (2004: loss 12.4 cents)
•Capital cash expenditure of $41.7 million (2004: $71.6 million).
•Placing of shares which raised £42.6 ($80.6) million net of expenses
during the period.
•Net cash at year end of $34.8 million (2004: $25.6 million) and net
assets of $125.3 million (2004: $124.8 million). At the date of this
announcement the Company had net cash of approximately $26 million.
Operational Highlights
Ukraine
•Average production for 2005 was 450 barrels of condensate and 5,100
thousand cubic feet of gas per day (total equivalent of 1,400 boepd) with
four wells in production: MEX102, MEX3, GOL1 and GOL2.
•Operations remained cash flow positive and profitable during the period.
•Proved and probable reserves of 169 million barrels of oil equivalent
were independently audited by Ryder Scott, L.C. ('Ryder Scott').
•Joint venture dissolution case: This case was successfully concluded when
it reached the final appeal court in February 2006.
•Granting of licences case: This case continues and has passed through the
third level of appeal court with Regal having lost at each level.
Romania
•Suceava Block: two wells were drilled on the block, SE-1 in April 2005
completed as a shallow biogenic gas discovery and RSD-1 in November 2005
found high quality sands which were water wet. Additionally 200 kilometres
of seismic were shot in the second quarter.
•Barlad Block: the block was ratified in January 2005 and 200 kilometres
of new infill seismic were shot in the second quarter.
Egypt
•Proposal for an initial exploration well has been accepted by the
Egyptian General Petroleum Corporation and preparation for drilling
undertaken.
Greece
•Period of industrial unrest has led to changed operational management
arrangements being put in place. This in turn has led to a long term
restriction and the Greek asset being considered as an investment. No
further cash injections to Kavala Oil are likely while this situation
persists.
•Proved and probable reserves of 22 million barrels of oil were
independently audited by McDaniel & Associates Consultants Ltd
('McDaniels').
•Kallirachi 2 well proved non-commercial.
•Average production for the first nine months of 2005 was 2,200 bopd.
•Increased economic interest in Kavala Oil to 95%.
Liberia
•Concession agreements were signed in June 2005 by the National Oil
Company of Liberia and are awaiting ratification by the Liberian Government.
Board Appointments
•Sir Peter Heap (Chairman), Dr Rex Gaisford (CEO) and Richard Hardman were
appointed in June 2005. They have subsequently resigned in 2006.
•Frank Timis (Chairman and CEO), William Humphries and Christopher Green
resigned during 2005.
2006 Update
•Ukraine: In the granting of licences case, Regal intends to fully pursue
all legal avenues to establish the validity of its licences. The matter with
Peak Resources over a disputed Option has now been settled. Currently Regal
production in Ukraine is shut in as a result of the outstanding licences
court case.
•Romania: Around 340 kilometres of seismic has been acquired and a further
500 kilometres is currently being acquired for planned future drilling on
the Barlad block.
•Egypt: A 100 square kilometre 3D seismic programme is planned for later
in 2006 to reduce technical risk on the upcoming well.
•Board Directors: Paul Morgan was appointed Chairman and Chief Executive
Officer in March 2006. Franco Scolaro was appointed non-executive director
in June 2006.
Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of
Buchanan Communications, 45 Moorfields, London EC2Y 9AE, United Kingdom on 2
August 2006 at 10.00am.
For further information, please contact:
Regal Tel: 020 7408 9500
Paul Morgan, CEO and Chairman
Roger Phillips, Finance Director
Buchanan Communications Tel: 020 7466 5000
Bobby Morse
Ben Willey
Definitions
Bopd: barrels of oil per day
Boepd: barrels of oil equivalent per day
Chairman's Statement
We have experienced a difficult year. Our licences have been the subject of
court action in Ukraine, the assets in Greece have been subject to industrial
unrest as well as unsuccessful drilling and there have been a number of Board
changes.
Ukraine
The Ukraine 'pilot production' operations continued to be profitable during the
year and have generated positive cash flow for the Group.
Average production in Ukraine for 2005 was 450 barrels of condensate and 5,100
thousand cubic feet of gas per day (total equivalent of 1,400 boepd) with four
wells in production: MEX102, MEX3, GOL1 and GOL2.
We engaged independent reserve auditors Ryder Scott Company, L.C. ('Ryder
Scott') to estimate the remaining reserves in our Ukraine licences. In October
2005 the Company announced that the proved and probable reserves of the
MEX-GOL-SV field were 169 million barrels of oil equivalent.
The liquidation of the Company's previous Joint Venture with its former partner
Chernihivnaftogasgeologia ('CNGG') was successfully determined by a court
process in Ukraine in February 2006. Court action was commenced by CNGG against
its parent Ministry during the year over the granting of the production licences
held by Regal. This court action has passed through the third level of appeal
court with CNGG prevailing in each case.
Romania
The first commitment well, SE-1, was drilled on the Suceava block in April 2005
and completed as a shallow biogenic gas discovery. The second commitment well,
RSD-1, was drilled on the block in November 2005 and found high quality sands
which were water wet. All work commitments on the block were fulfilled in the
second quarter with the shooting of an additional 200 kilometres of seismic.
Since ratification of the Barlad block in January 2005 we have reprocessed
around 800 kilometres of 1980's and 1990's vintage seismic and shot 200
kilometres of new infill seismic. A number of leads have been identified in the
southern part of the block and are being evaluated with further seismic being
acquired this year.
Egypt
We have identified a proposed drilling location and sought and received Egyptian
General Petroleum Corporation approval for such location. Preparations for
drilling have commenced and drilling materials purchased.
In accordance with the Company's asset rationalisation policy, the Company is
actively working to farm out its present acreage.
Greece
The industrial unrest in summer 2005 that we experienced has resulted in our
subsidiary, Kavala Oil S.A., being operated by local Greek management and the
unionised workforce. This resulted in our participation as majority shareholder
in Kavala Oil S.A. having no effective control. This long term restriction has
led us to reassess our investment in Kavala Oil S.A. and restate its value to
$44 million.
We engaged independent reserve auditors McDaniel & Associates Consultants Ltd
('McDaniels') to estimate the remaining reserves in our Greek licences. In
September 2005 the Company announced that the proved and probable reserves of
the Prinos basin group of fields were 22 million barrels of oil.
Average production in Greece for the first nine months was 2,200 bopd. The
project is currently cash flow neutral to us.
Strategy and Outlook for 2006
Despite a difficult year the Company is in the process of transforming itself.
We have an important group of assets, new management and we are in the process
of realising the value of our assets through exploration, development,
production and joint ventures.
We are continuing to work through the legal system to resolve the issue with the
licences in Ukraine. We have faith in Ukrainian law and believe we will prevail
in resolving the matters within a reasonable timeframe. We will seek to increase
production by exploiting western technology on the MEX-GOL field. The field is
not currently in production. We hope production will be restored in the next few
months.
We are also looking for ways to build out the Ukrainian assets using the proven
and probable reserves as a basis for funding its development.
In Greece we have commissioned a study on the entire field area and subject to
the results of the study, we intend to reopen negotiations with the Greek
Government and unions to see if a responsible and reasonable result can be
obtained.
We are currently shooting 800 kilometres of seismic in the Barlad block in
Romania, 3D seismic is planned in the Ukraine and a contract has been let for 3D
seismic to be commenced in the third quarter in Egypt. Subject to the results of
the seismic surveys, two wells are planned for Barlad and Egypt.
The Company is working to bring in partners on all our projects, subject to
deals that are sensible for the Company and its shareholders.
I would like to thank our staff and Board of Directors for their continuing
support and able assistance.
We are looking forward to a very successful and exciting year.
Financial Review
Turnover
Turnover for the year was $37.3 million generated from the sale of gas and
condensate production from wells MEX102, MEX3, GOL2 and GOL1 in Ukraine ($13.9
million) and the sale of oil and sulphur production from Kavala Oil S.A. in
Greece ($23.4 million).
All gas and condensate production in Ukraine was sold locally at an average
price of $60 per thousand cubic metres of gas and $35 per barrel of condensate.
Kavala Oil S.A. sells its oil at a price approximately equal to the prevailing
IPE Brent price less a discount of US$3 per barrel. Sulphur, being a bi-product
of the oil production, is sold locally at market prices.
Loss for the Financial Year
The loss after tax of $82.6 million includes a loss of $53.5 million which is
attributable to the reclassification of the Company's interest in Kavala Oil
S.A., as an investment of $43.7 million. Also included in the loss are
write-downs of $9.5 million resulting principally from the King Alexander Rig
and foreign exchange losses of $10.6 million.
Institutional Placing
In April 2005, Regal raised $80.6 million net of expenses through an
institutional placing of 11,500,000 shares at 390 pence per share.
Following the institutional placement and other minor activity, the Company had
a total of 128,508,201 shares in issue at 31 December 2005 (31 December 2004:
116,374,868 shares).
Cash Flow
Net cash outflow from operating activities was $30.5 million (2004: outflow $5.9
million).
The capital expenditure outflow of $41.7 million (2004: $71.6 million) mainly
represented drilling expenditure on the Company's assets in Greece.
As at 31 December 2005, the Group had no long term bank borrowings.
As at 31 December 2005, the Group had total cash balances of $34.8 million
(2004: $25.6 million).
Financial Risk
The main financial risks Regal is exposed to are resource price, exchange rate,
counterparty and liquidity risks in its Group operations. Wherever possible the
Group attempts to minimise the impact of such risks.
To minimise exchange rate risks, Regal attempts to match currency receipts and
payments wherever possible. Regal also seeks to retain sufficient liquidity,
either in the form of cash or maturing deposits to manage the Group's ongoing
programmes.
Contingent Liability
Arising out of the ongoing licences litigation in Ukraine, the Company has
recognised a contingent liability.
Audit Qualification
The Group has received a limitation of scope audit qualification from its
auditors UHY Hacker Young concerning its Greek asset. Their audit report is
appended.
During the time Regal was in control of Kavala Oil S.A., January to September
2005, Kavala Oil S.A.'s financial results were consolidated in the Group
results. Subsequent to September 2005, access to records including accounting
records at Kavala Oil S.A. has been withheld leading to a long term restriction
over the control of Kavala Oil S.A. and a change of accounting policy. As a
result the Company's shareholding in Kavala Oil S.A. has been reclassified as an
investment for accounting purposes and has been valued by the directors at $43.7
million. This accounting policy treatment has been audited accordingly.
Summary
The Company is committed to realising the full potential of its assets. This
means instigating development programmes on its licences with proved and
probable reserves and raising funds by either selling down a percentage interest
or using financial instruments based on future cash flows.
Regal Petroleum plc
Consolidated profit and loss account
for the year ended 31 December 2005
2005 2004
$000 $000
Group turnover 37,255 42,459
Cost of sales (38,505) (48,371)
---------------- ----------------
Gross loss (1,250) (5,912)
Administrative expenses (28,564) (15,517)
Other operating income 1,083 3,386
---------------- ----------------
Group operating loss (28,731) (18,043)
Loss on deconsolidation of excluded (53,477) -
subsidiary
---------------- ----------------
(82,208) (18,043)
Loss on sale of fixed assets (113) (36)
Interest receivable and similar income 1,115 1,244
Interest payable and similar charges (145) (325)
---------------- ----------------
Loss on ordinary activities before taxation (81,351) (17,160)
Tax on profit on ordinary activities (1,213) (884)
---------------- ----------------
Loss on ordinary activities after taxation (82,564) (18,044)
Minority interests - equity - 4,363
---------------- ----------------
Loss for the financial year (82,564) (13,681)
================ ================
Loss per ordinary share (cents)
Basic 67.5c 12.4c
================ ================
Regal Petroleum plc
Consolidated balance sheet
at 31 December 2005
2005 2004
$000 $000
Fixed assets
Intangible assets 14,731 6,183
Tangible assets 29,356 97,877
Investments 43,700 -
---------------- ----------------
87,787 104,060
Current assets
Stocks 38 10,166
Debtors (including $nil (2004: $2,791) due
after more 4,995 14,919
than one year)
Investments 136 3,342
Cash at bank and in hand 34,796 25,643
---------------- ----------------
39,965 54,070
Creditors: amounts falling due within one (2,267) (30,777)
year
---------------- ----------------
Net current assets 37,698 23,293
---------------- ----------------
Total assets less current liabilities 125,485 127,353
Creditors: amounts falling due after more - (682)
than one year
Provisions for liabilities and charges (196) (1,854)
---------------- ----------------
Net assets 125,289 124,817
================ ================
Capital and reserves
Called up share capital 10,934 9,678
Share premium account 217,640 134,254
Other reserves 4,282 5,036
Profit and loss account (107,567) (24,151)
---------------- ----------------
Shareholders' funds - equity 125,289 124,817
================ ================
Regal Petroleum plc
Consolidated cash flow statement
for the year ended 31 December 2005
Note 2005 2004
$000 $000
Net cash flow from operating activities 2 (30,470) (5,901)
Returns on investments and servicing of
finance
Interest received 1,115 1,241
Interest paid (145) (324)
---------------- ----------------
970 917
Taxation (1,227) (771)
Capital expenditure and financial
investment
Purchase of tangible and intangible (41,681) (71,586)
fixed assets
---------------- ----------------
(41,681) (71,586)
Acquisitions and disposals
Deconsolidation of current non-listed (669) -
investments
Purchase of subsidiary undertaking (1,185) -
---------------- ----------------
(1,854) -
---------------- ----------------
Cash outflow before management of
liquid resources (74,262) (77,341)
and financing
Management of liquid resources
Disposal of current non-listed 3,000 -
investments
Decrease/(Increase) in monies on 113 (119)
deposit
---------------- ----------------
3,113 (119)
Financing
Issue of ordinary share capital 84,642 73,350
Debt due within one year:
(Decrease)/Increase in short-term (1,064) 1,080
borrowing
---------------- ----------------
83,578 74,430
---------------- ----------------
Increase/(decrease) in cash in the 12,429 (3,030)
period
================ ================
Regal Petroleum plc
Consolidated statement of total recognised gains and losses
for the year ended 31 December 2005
2005 2004
$000 $000
Loss for the financial year (82,564) (13,681)
Gross exchange differences on the
retranslation of net (1,606) 1,147
investments
---------------- ----------------
Total recognised gains and losses relating to
the (84,170) (12,534)
financial year
================ ================
Reconciliation of movements in shareholders' funds
for the year ended 31 December 2005
2005 2004
$000 $000
Loss for the financial year (82,564) (13,681)
Other recognised gains and losses relating
to the year (1,606) 1,147
(net)
New share capital subscribed (net of issue 84,642 73,351
costs)
---------------- ----------------
Net addition to shareholders' funds 472 60,817
Opening shareholders' funds 124,817 64,000
---------------- ----------------
Closing shareholders' funds 125,289 124,817
================ ================
Regal Petroleum plc
Notes forming part of the financial statements
for the year ended 31 December 2005
1 Statutory Accounts
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 31 December 2005 or 2004. The statutory
accounts for 2005 will be delivered to the Registrar of Companies following the
Company's annual general meeting.
2 Reconciliation of operating loss to operating cash flows
2005 2004
$000 $000
Operating loss (28,731) (18,043)
Depreciation, amortisation and impairment 14,840 7,696
charges
Exchange differences 771 (349)
Movement in provisions 276 601
Increase in stocks (4,522) (6,541)
Increase in debtors (887) (4,750)
(Decrease) / increase in creditors (12,310) 14,256
Loss on gift of shares to minority interest - 682
Current asset investment 93 547
---------------- ----------------
Net cash outflow from operating activities (30,470) (5,901)
================ ================
3 Analysis of net funds
At beginning Cash flow Other non cash Exchange At end of
of year movements movement year
$000 $000 $000 $000 $000
Cash in hand,
at bank 25,643 12,429 - (3,276) 34,796
Overdrafts (1,080) 1,064 - - (16)
Current asset
investments 3,342 (3,113) (93) - 136
Debt due after
one year (682) - 682 - -
--- --- --- --- ---
Total 27,223 10,380 589 (3,276) 34,916
Report of UHY Hacker Young Independent Auditor to the Members of Regal Petroleum
plc
We have audited the Group and parent Company financial statements (the
'financial statements') of Regal Petroleum plc for the year ended 31 December
2005 which comprise the Group profit and loss account, the Group and Company
balance sheets, the Group cash flow statement, the Group statement of total
recognised gains and losses and the related notes. These financial statements
have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance
with section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company's members those matters we are required to
state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
The directors' responsibilities for preparing the annual report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are
set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the directors' report is not
consistent with the financial statements, if the Company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors' remuneration and other transactions is not disclosed.
We read other information contained in the annual report, and consider whether
it is consistent with the audited financial statements. This other information
comprises the Chairman's statement, the operational review, the financial
review, the corporate governance statement, the Director's report and the
reserves statement. We consider the implications for our report if we become
aware of any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any other
information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board except that the scope of
our work was limited as explained below. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the Group's and
Company's circumstances, consistently applied and adequately disclosed.
We planned our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error. However
the evidence available to us in respect of the results of Kavala Oil S.A.
('Kavala') included in the consolidated profit and loss account to the date of
loss of control was limited, in that we have not had access to the accounting
records of Kavala or to the audit working papers of Kavala's auditor SOL S.A.
Certified Public Accountants Auditors, nor have SOL S.A. provided information or
explanations in response to our requests.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
Qualified opinion arising from limitation in audit scope
Except for the financial effects of such adjustments, if any, as might have been
determined to be necessary had we received the information and explanations we
required concerning the results of Kavala Oil S.A. included in the consolidated
profit and loss account to the date of loss of control, in our opinion the
financial statements:
* give a true and fair view, in accordance with United Kingdom
Generally Accepted Accounting Practice, of the state of affairs of the Group and
the Company as at 31 December 2005 and of the loss of the Group for the year
then ended; and have been properly prepared in accordance with the Companies Act
1985.
In respect solely of the limitation on our work relating to the results of
Kavala Oil S.A. included in the consolidated profit and loss account to the date
of loss of control:
* we have not obtained all the information and explanations that we
considered necessary for the purpose of our audit; and
* we were unable to determine whether proper accounting records had
been maintained.
Emphasis of matter: possible outcome of legal proceedings
In forming our opinion, which is not qualified in this regard, we have
considered the adequacy of the disclosure made in note 30 to the financial
statements concerning the possible outcome of legal proceedings involving the
granting of the Company's licences in Ukraine. As stated in note 30, the Company
intends to continue the legal process until the validity of its production
licences is successfully upheld; however, should the Courts of Ukraine rule that
the licences were improperly awarded and annul the existing licences, the
Company may be required to impair the value of its assets in Ukraine. As stated
in note 2 to the financial statements net assets in Ukraine amounted to $31
million as at 31 December 2005. The ultimate outcome of these proceedings cannot
precisely be determined and no provision for any liability that may result has
been made in the financial statements.
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