Xtract Energy Plc
Interim Results for the six months ended 31 December 2010
AIM: XTR
Xtract Energy Plc ("Xtract" or "the Company") announces its unaudited interim results for the six months ended 31 December 2010.
Financial Highlights
· Net profit of £0.79 million (31 December 2009: £2.2 million loss)
· Cash of £8.78 million (30 June 2010: £6.87 million)
· Net assets of £10.56 million (30 June 2010: £9.7 million)
Operational Highlights
· Elko entered into and completed a transaction to sell its P1 and P2 blocks offshore the Netherlands to Chevron for a consideration which included past costs and a royalty on revenue.
· Elko and the 02/05 licence partners submitted an application for additional acreage immediately to the west of the existing 02/05 licence area.
· Extrem Energy reported disappointing results from the Sarikiz 2 well such that commercial oil production was unlikely. The Sarikiz 2 well was subsequently plugged and abandoned.
· A comprehensive review of the Turkish business, assets and licence portfolio was undertaken.
· Board restructuring strengthened the company's management adding more operational and commercial focus, as well as more industry experience to the non-executive representatives.
Post-period Highlights
· Elko was awarded a new license 01/11 in Denmark covering 1,900 square km, immediately to the west of the original 02/05 license. Revised 02/05 license in Denmark extended till 27th January 2013.
· Elko acquired a CPR on the total Danish license area which estimates that there will be a 28% chance of getting a positive result in terms of hydrocarbon presence when the Luna prospect is drilled.
· Elko completed the Danish asset farm out transaction with Noreco and secured a drilling rig to drill the Luna prospect in Q3 2011.
· All the outstanding 60,000,000 warrants issued at 2.5p were exercised in Q1 2011.
· Significant reductions from previously anticipated tax liabilities agreed with ATO and HMRC.
Outlook
· Drilling anticipated on the Luna prospect in Denmark in Q3 2011.
· Chevron expected to drill a well on Netherlands Block P2 in Q4 2011.
Peter Moir, Chief Executive of Xtract commented, "The company continues to direct more focus towards its underlying asset base. Successful progression of the Elko assets encourages management that our approach of enhancing asset value before progressing the assets via structured commercial deals will benefit the company".
Enquiries please contact:
Xtract Energy |
Peter Moir, Director Alan Hume, Director
|
+44 (0)1372 371 071 +44 (0)1372 371 071 |
Cenkos Securities Plc |
Jon Fitzpatrick Beth McKiernan |
+44 (0)207 397 8900 +44 (0)131 220 6939 |
CHAIRMAN'S STATEMENT
The first six months of the current financial year have seen additional strengthening in the executive management of the company, as well as changes to the non-executive membership of our board. Both Andy Morrison and Sue Wickerson resigned from the board. Peter Moir was appointed CEO in July and in October, Alan Hume joined the board as Group Finance Director. Both Peter and Alan have significant industry experience and can provide a more detailed knowledge of one of the company's main assets as Peter and Alan are CEO and CFO respectively of Elko Energy Inc also. Paul Butcher was appointed as an independent non-executive director in July. With the introduction of the strengthened executive management team, I stepped down from the role of Executive Chairman and undertook the Chairman position on a non-executive basis.
Xtract's subsidiary company, Elko Energy Inc, made good progress with its interests in The Netherlands and Denmark. A royalty agreement was reached with Chevron for Elko's interests in the P1 and P2 licences in the Netherlands. Elko Energy A/S farmed down to a 33% interest in the 02/05 blocks offshore Denmark with Noreco ASA taking over 47% of the licence and operatorship. An application for additional acreage immediately to the west of our existing acreage was submitted in the third quarter of 2010.
The Company continues to hold mineral extraction rights over its significant oil shale tenements in Australia.
During 2007 to 2009, the company traded out of its investments in MEO Australia, Wasabi and Aviva resulting in taxable gains for Xtract Energy Plc and a subsidiary company. Calculations were made at the time of the sales to determine the tax payable on the gains. The tax liability was fully provided for in earlier financial statements of the company but no payment was made until recently. During the previous six months we have thoroughly reviewed our tax provisions and, after discussions with the Australian Tax Office and HMRC in the UK, we have been able to make significant reductions in our tax liabilities. We have already made some payments of the tax liability and have an agreed payment schedule for the remaining amounts.
The combined task force made up of both Xtract and Elko directors which was announced in Q3 2010 is close to finalising its activities and we hope to be able to report fully on that exercise in the near future.
In Turkey, Extrem attempted to re-establish production from the Sarikiz-2 well, however, the reservoir inflow performance of the well had deteriorated to the point where only small volumes of formation water with traces of oil were produced. In August 2010, it was reluctantly concluded that there was no realistic prospect of achieving commercial oil production from this well. It was therefore decided to plug and abandon the well.
The Company intends to continue to manage its investments as a portfolio in order to manage its cash position and optimise value for existing investors. The board actively monitors the financial position of the Company and is prepared to take the necessary steps to maintain an appropriate balance between a strong growth orientation and the need for an acceptable risk profile.
John Newton
Non-Executive Chairman
CHIEF EXECUTIVE'S REVIEW
Elko Energy Inc ("Elko")
Through its Danish subsidiary, Elko held the largest exploration licence in offshore Denmark. Elko successfully farmed out 47% of the licence to Altinex Oil Denmark A/S, ("Altinex"). Altinex is part of the Noreco Group ("Noreco"). Post this farm-out, the ownership of the licence is Elko 33%, Noreco 47% with 20% held by a Danish government entity.
During the review period, the licence partners applied for additional acreage immediately adjacent to the existing licence area. The application was made under the same ownership percentages as discussed above. The application also contained a proposal for a significant partial relinquishment of the original 02/05 licensed area. Subsequent to the review period, the 02/05 license group was awarded a new license 01/11, immediately to the west of the original 02/05 license area. The 01/11 partners have selected the specific well location and intend to drill the well in Q3 2011. The licence partners have secured a latest generation jack up drilling rig to drill the Luna prospect in Q3 of 2011. The 'Luna' well location has been selected to test the Rotliegendes play in the optimum position in terms of reservoir quality, thickness and hydrocarbon charge for the combined prospective area.
The Noreco transaction closed on the 23rd March 2011 when all conditions precedent had been met. As part of the closing arrangements Elko were paid $1.1m for past costs.
There are a number of outcomes which can be described as technically successful as they prove the presence of reservoir and source. The latest CPR from TRACS estimates that there will be a 28% chance of getting a positive result in terms of hydrocarbon presence when the Luna prospect is drilled. The CPR reported a Gross Oil Prospective Resources range for Luna of 107 mmbbls to 464 mmbbls in the oil case scenario.
Elko was also successful in completing a transaction with Chevron in relation to Blocks P1 and P2 in the Netherlands during this reporting period. In consideration for Elko's total interests in the Blocks, Elko will receive an overriding royalty up to 5% of the sales value from Chevron gas delivered into the Dutch National Transmission System and Chevron condensate delivered onshore. Chevron also reimbursed Elko for its past costs incurred in developing these assets. Chevron anticipates drilling the first well on the acreage in Q4 2011.
Extrem Energy AS ("Extrem")
Extrem is a Turkish joint stock company in which Xtract holds 50%. The remaining 50% is held by partner Merty Energy, Petroleum Exploration, Education and Services Inc ("Merty"). Extrem has a portfolio of licenses interests onshore and offshore Turkey.
Attempts continued to be made in July and August 2010 to re-establish production under natural flow from the Sarikiz-2 well, however, the reservoir inflow performance of the well had deteriorated to the point where only small volumes of formation water with a trace of oil were produced. In August 2010, it was reluctantly concluded that there was no realistic prospect of achieving commercial oil production from this well, with or without down hole pumping. It was therefore decided to plug and abandon the well.
The evidence for a working petroleum system and good quality sands in the Alasehir licence area remains but the complex reservoir geology precludes immediate identification of an effective reservoir trap for the oil generated. Management has reviewed the assets held in Turkey through Extrem. The Company is in active discussions with Merty, and others, to determine the most advantageous way to progress the portfolio given competing demands on resources, whilst retaining value for shareholders.
Other Interests
Xtract continues to hold a 25% interest in former subsidiary Zhibek Resources Ltd ("Zhibek") following the farm-out of the major share to Santos International Holdings Pty Ltd in October 2008. Recent political unrest and democratic elections to appoint a new government have delayed Santos' operational activity in country. A well site has been identified and Santos anticipates drilling in late 2011. Further details will be available once drilling plans have been finalised.
Through its subsidiary Xtract Oil Ltd ("XOL"), the Company continued to maintain mineral rights over its 2.12 billion barrels of indicated and inferred oil shale resources at Julia Creek in Queensland, Australia. By maintaining the mineral rights at limited cash expense, Xtract retains the option to exploit the resource when investment conditions are more supportive. No significant activity was undertaken during the period under review either in Queensland or in Morocco through Xtract Energy (Oil Shale) Morocco SA.
As disclosed in the last annual report, Xtract has relinquished its licence portfolio in Mexico. This is still subject to regulatory processes.
Xtract continues to focus on its strategy of identifying and building a diversified portfolio of high-potential businesses in the energy sector to provide growth opportunities over the short, medium and longer term. Xtract works closely with the management teams of its investee companies to help them reach critical milestones and build value.
Peter Moir
Chief Executive Officer
Notes
XOL
The information in this announcement relating to XOL's resources estimates has been provided using the JORC Code and has been reviewed by Dr John E. Shirley, Managing Director of XOL. Dr. Shirley has a BSc and PhD in Geophysics from the University of Tasmania; over 40 years experience in the resources and energy sector and is a member of the Society of Petroleum Engineers.
Definitions
"mbbl" - million barrels
CONSOLIDATED INCOME STATEMENT
|
|
|
Six months ended |
Year ended |
|
|
Notes |
|
31 December 2010 Unaudited £'000 |
31 December 2009 Unaudited £'000 |
30 June 2010 Audited £'000 |
Continuing operations |
|
|
|
|
|
Administrative and operating expenses |
|
|
(1,104) |
652 |
(2,730) |
Share of results of associates |
|
|
(23) |
(140) |
(604) |
Share of results of joint venture |
|
|
(83) |
- |
(9,578) |
|
|
|
|
|
|
Operating profit/(loss) |
|
|
(1,210) |
512 |
(12,912) |
|
|
|
|
|
|
Investment revenue |
3 |
|
42 |
82 |
153 |
Finance costs |
|
|
154 |
(266) |
(95) |
Other gains and losses |
3 |
|
1,133 |
(1,418) |
31 |
|
|
|
|
|
|
Profit/(loss) before tax |
|
|
119 |
(1,090) |
(12,823) |
|
|
|
|
|
|
Tax credit/(expense) |
|
|
667 |
(1,074) |
310 |
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
786 |
(2,164) |
(12,513) |
|
|
|
|
|
|
Attributable to: |
|||||
Equity holders of the parent |
638 |
(2,164) |
(11,771) |
||
Non-controlling interest |
148 |
- |
(742) |
||
|
|
|
|
|
|
|
|
786 |
(2,164) |
(12,513) |
|
|
|
|
|
|
|
Net profit/(loss) per share |
|
|
|
|
|
|
|
|
|
|
|
Basic (pence) |
5 |
0.07 |
(0.29) |
(1.47) |
|
|
|
|
|
|
|
Diluted (pence) |
5 |
0.07 |
(0.29) |
(1.47) |
|
|
|
|
|
|
|
All profit and losses recognised in the current period and prior year relate to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
Six months ended |
Year ended |
|
|
|
31 December 2010 Unaudited £'000 |
31 December 2009 Unaudited £'000 |
30 June 2010 Audited £'000 |
|
|
|
|
|
Profit/(loss) for the period |
|
786 |
(2,164) |
(12,513) |
|
|
|
|
|
Gain on revaluation of available-for-sale investments taken to equity |
|
306 |
70 |
1,530 |
|
|
|
|
|
Transferred to income statement on sale of available-for-sale investments |
|
- |
2,566 |
1,016 |
|
|
|
|
|
Movements in share based payments reserve of associates taken to equity |
|
- |
277 |
- |
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
(822) |
(126) |
1,043 |
|
|
|
|
|
Other comprehensive (loss)/gain for the period |
|
(516) |
2,787 |
3,589 |
|
|
|
|
|
Total comprehensive (loss)/gain for the period |
|
270 |
623 |
(8,924) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
138 |
623 |
(8,292) |
Non-controlling interest |
|
132 |
- |
(632) |
|
|
270 |
623 |
(8,924) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
|
|
|||
|
Notes |
|
31 December 2010 Unaudited £'000 |
31 December 2009 Unaudited £'000 |
30 June 2010 Audited £'000 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
6 |
|
2,047 |
- |
4,407 |
Property, plant and equipment |
|
|
4 |
20 |
8 |
Investments in associates |
8 |
|
428 |
10,684 |
445 |
Investment in joint venture |
9 |
|
2,230 |
- |
2,322 |
Financial assets |
10 |
|
497 |
281 |
191 |
Deferred consideration |
|
|
291 |
300 |
297 |
|
|
|
|
|
|
|
|
|
5,497 |
11,285 |
7,670 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
|
|
217 |
96 |
287 |
Advance payment |
|
|
- |
424 |
- |
Cash and cash equivalents |
|
|
8,784 |
7,378 |
6,869 |
|
|
|
|
|
|
|
|
|
9,001 |
7,898 |
7,156 |
|
|
|
|
|
|
Total assets |
|
|
14,498 |
19,183 |
14,826 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
|
686 |
780 |
1,391 |
Current tax liabilities |
|
|
2,778 |
4,544 |
3,248 |
|
|
|
|
|
|
|
|
|
3,464 |
5,324 |
4,639 |
|
|
|
|
|
|
Net current assets |
|
|
5,537 |
2,574 |
2,517 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Deferred tax liabilities |
|
|
471 |
- |
471 |
|
|
|
|
|
|
Total liabilities |
|
|
3,935 |
5,324 |
5,110 |
|
|
|
|
|
|
Net assets |
|
|
10,563 |
13,859 |
9,716 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
11 |
|
855 |
812 |
855 |
Share premium account |
|
|
26,006 |
25,509 |
26,006 |
Warrant reserve |
|
|
538 |
- |
538 |
Share-based payments reserve |
|
|
1,157 |
1,446 |
823 |
Available-for-sale reserve |
|
|
(93) |
(309) |
(399) |
Foreign currency translation reserve |
|
|
882 |
1,390 |
1,704 |
Accumulated losses |
|
|
(23,151) |
(14,989) |
(23,789) |
|
|
|
|
|
|
Equity attributable to equity holders of the parent |
|
|
6,194 |
13,859 |
5,738 |
|
|
|
|
|
|
Non-controlling interest |
|
|
4,369 |
- |
3,978 |
|
|
|
|
|
|
Total equity |
|
|
10,563 |
13,859 |
9,716 |
|
|
|
|
|
|
The financial statements of Xtract Energy plc, registered number 5267407, were approved by the Board of directors and authorised for release on 30 March 2011. They were signed on its behalf by:
Peter Moir
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
|
Share capital |
Share premium account |
Share based payments reserve |
Warrants reserve |
Available-for-sale investments reserve |
Revaluation reserve |
Foreign currency translation reserve |
Non-controlling interest |
Accumulated losses |
Total Equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 31 December 2008 |
752 |
24,394 |
967 |
- |
(10,931) |
- |
963 |
- |
(4,823) |
11,322 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
(8,002) |
(8,002) |
Loss on revaluation of available-for-sale investments |
- |
- |
- |
- |
2,259 |
- |
- |
- |
- |
2,259 |
Deferred tax on revaluation of available-for-sale investments |
- |
- |
- |
- |
(791) |
- |
- |
- |
- |
(791) |
Transfer of available-for-sale revaluations to income statement on disposal |
- |
- |
- |
- |
9,312 |
- |
- |
- |
- |
9,312 |
Transfer of deferred tax on revaluation of available-for-sale assets on disposal |
- |
- |
- |
- |
(2,794) |
- |
- |
- |
- |
(2,794) |
Currency translation differences |
- |
- |
- |
- |
- |
- |
553 |
- |
- |
553 |
Total comprehensive income/(expense) recognised for the period ended 30 June 2009 |
- |
- |
- |
- |
7,986 |
- |
553 |
- |
(8,002) |
537 |
Share based payments expense |
- |
- |
9 |
- |
- |
- |
- |
- |
- |
9 |
At 30 June 2009 |
752 |
24,394 |
976 |
- |
(2,945) |
- |
1,516 |
- |
(12,825) |
11,868 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
(2,164) |
(2,164) |
Movements in share based payments reserve of associates |
- |
- |
277 |
- |
- |
- |
- |
- |
- |
277 |
Gain/(loss) on revaluation of available-for-sale investments |
- |
- |
- |
- |
2,636 |
- |
- |
- |
- |
2,636 |
Currency translation differences |
- |
- |
- |
- |
- |
- |
(126) |
- |
- |
(126) |
Total comprehensive income/(expense) recognised for the period ended 31 December 2009 |
- |
- |
277 |
- |
2,636 |
- |
(126) |
- |
(2,164) |
623 |
Share based payments expense |
- |
- |
193 |
- |
- |
- |
- |
- |
- |
193 |
Issue of shares |
60 |
1,115 |
- |
- |
- |
- |
- |
- |
- |
1,175 |
At 31 December 2009 |
812 |
25,509 |
1,446 |
- |
(309) |
- |
1,390 |
- |
(14,989) |
13,859 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
(742) |
(9,607) |
(10,349) |
Movements in share based payments reserve of associates |
- |
- |
184 |
- |
- |
- |
- |
- |
- |
184 |
|
Share capital |
Share premium account |
Share based payments reserve |
Warrants reserve |
Available-for-sale investments reserve |
Revaluation reserve |
Foreign currency translation reserve |
Non-controlling interest |
Accumulated losses |
Total Equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Transfer of share-based-payment reserve of associates on disposal |
- |
- |
(807) |
- |
- |
- |
- |
- |
807 |
- |
Gain/ (loss) on revaluation of available-for-sale investments |
- |
- |
- |
- |
(90) |
- |
- |
- |
- |
(90) |
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
- |
- |
1,059 |
110 |
- |
1,169 |
Total comprehensive income/(expense) recognised for the period ended 30 June 2010 |
- |
- |
(623) |
- |
(90) |
- |
1,059 |
(632) |
(8,800) |
(9,086) |
Transfer of associate's foreign currency translation reserve to income statement on disposal |
- |
- |
- |
- |
- |
- |
(745) |
- |
- |
(745) |
Associate becoming subsidiary |
- |
- |
- |
- |
- |
|
- |
4,610 |
- |
4,610 |
Issue of shares |
43 |
497 |
- |
- |
- |
- |
- |
- |
- |
540 |
Issue of warrants |
- |
- |
- |
538 |
- |
- |
- |
- |
- |
538 |
At 30 June 2010 |
855 |
26,006 |
823 |
538 |
(399) |
- |
1,704 |
3,978 |
(23,789) |
9,716 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
638 |
638 |
Gain on revaluation of available-for-sale investments |
- |
- |
- |
- |
306 |
- |
- |
- |
- |
306 |
Currency translation differences |
- |
- |
- |
- |
- |
- |
(822) |
- |
- |
(822) |
Total comprehensive income/(expense) recognised for the period ended 31 December 2010 |
- |
- |
- |
- |
306 |
- |
(822) |
- |
638 |
122 |
Share based payments expense |
- |
- |
334 |
- |
- |
- |
- |
- |
- |
334 |
Non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
391 |
- |
391 |
At 31 December 2010 |
855 |
26,006 |
1,157 |
538 |
(93) |
- |
882 |
4,369 |
(23,151) |
10,563 |
CONSOLIDATED CASH FLOW STATEMENT
|
|
|
|
|
|
|
6 month period ended 31 December 2010 Unaudited £'000 |
6 month period ended 31 December 2009 Unaudited £'000 |
Year ended 30 June 2010 Audited £'000 |
|
|
|
|
|
Cash flow (used) in/from operating activities |
12 |
(1,840) |
464 |
(1,734) |
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
Interest received |
|
42 |
82 |
153 |
Government grants |
|
- |
202 |
213 |
Acquisition of intangible assets |
|
(25) |
- |
(54) |
Disposal of intangible assets |
|
3,612 |
- |
- |
Purchase of property, plant and equipment |
|
- |
- |
(1) |
Disposal of available-for-sale investments |
|
- |
4,935 |
4,305 |
Purchase of additional shares in associates |
|
- |
(2,366) |
(2,366) |
Purchase of joint venture |
|
- |
- |
(3,911) |
Acquisition of subsidiaries, net of cash acquired |
|
- |
- |
4,784 |
|
|
|
|
|
Net cash from investing activities |
|
3,629 |
2,853 |
3,123 |
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
Proceeds on issue of shares and warrants |
|
- |
1,200 |
1,176 |
Share issue expenses |
|
- |
(25) |
- |
|
|
|
|
|
Net cash from financing activities |
|
- |
1,175 |
1,176 |
|
|
|
|
|
Net increase in cash and cash equivalents |
|
1,789 |
4,492 |
2,565 |
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
6,869 |
3,182 |
3,182 |
|
|
|
|
|
Effect of foreign exchange rate changes |
|
126 |
(296) |
1,122 |
|
|
|
|
|
Cash and cash equivalents at end of period |
|
8,784 |
7,378 |
6,869 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS
The interim consolidated financial statements of the Group for the six months ended 31 December 2010 were authorised for issue in accordance with a resolution of the directors on 29 March 2010.
Xtract Energy Plc is a company incorporated in Great Britain under the Companies Act 2006. The Company's ordinary shares are traded on the AIM market of the London Stock Exchange.
Xtract Energy Plc prepares its financial statements on the basis of International Financial Reporting Standards (IFRSs) as adopted for use by the European Union (EU). The interim financial information presented herein has been prepared in accordance with the accounting policies expected to be used in preparing the financial statements for the year ending 30 June 2011 which do not differ significantly from those used for the 2010 Group financial statements, except for the adoption of the following:
IFRS 1 'First time adoption of International Financial Reporting Standards'
The Group has adopted amendments to IFRS 1 'First time adoption of International Financial Reporting Standards' relating to oil and gas assets and determining whether an arrangement contains a lease with effect from 1 July 2010.
The Group has adopted amendments to IFRS 1 'First time adoption of International Financial Reporting Standards' relating to a limited exemption from comparative IFRS 7 disclosures for first-time adopters with effect from 1 July 2010.
IFRS 2 'Share Based Payments'
The Group has adopted amendments to IFRS 2 'Share Based Payments' relating to group cash-settled share-based payment transactions with effect from 1 July 2010.
IFRS 3 'Business Combinations'
The Group has adopted amendments to IFRS 'Business Combinations' resulting from May 2010 annual improvements to IFRSs with effect from 1 July 2010.
IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations'
The Group has adopted amendments to IFRS 5 ''Non-current Assets Held for Sale and Discontinued Operations' resulting from May 2008 Annual Improvements to IFRSs with effect from 1 July 2010.
IFRS 8 'Operating Segments'
The Group has adopted amendments to IFRS 8 'Operating Segments' resulting from April 2009 annual improvements to IFRSs with effect from 1 July 2010.
IAS 1 'Presentation of Financial Statements'
The Group has adopted amendments to IFRS 8 'Operating Segments' resulting from May 2008 annual improvements to IFRSs with effect from 1 July 2010.
IAS 7 'Statement of Changes in Cash Flow'
The Group has adopted amendments to IAS 7 'Statement of Changes in Cash Flow' resulting from April 2009 annual improvements to IFRSs with effect from 1 July 2010.
IAS 17 'Leases'
The Group has adopted amendments to IAS 17 'Leases' resulting from May 2010 annual improvements to IFRSs with effect from 1 July 2010.
IAS 27 'Consolidated and Separate Financial Statements'
The Group has adopted amendments to IAS 27 'Consolidated and Separate Financial Statements' resulting from May 2010 annual improvements to IFRSs from 1 July 2010.
IAS 32 'Financial Instruments: Presentation'
The Group has adopted amendments to IAS 32 'Financial Instruments: Presentation' relating to classification of rights issues with effect from 1 July 2010.
IAS 39 'Financial Instruments: Recognition and Measurement'
The Group has adopted amendments to IAS 39 'Financial Instruments: Recognition and Measurement' resulting from April 2009 annual improvements to IFRSs with effect from 1 July 2010.
IFRIC 19 ' Extinguishing Financial Liabilities with Equity Instruments'
The Group has adopted IFRIC 19 'Extinguishing Financial Liabilities with Equity Instruments' with effect from 1 July 2010.
The interim financial information is presented in pound sterling and all values are rounded to the nearest thousand pounds (£'000) unless otherwise stated.
Going concern
The Group is not currently generating revenues from its operations, and its forecasts and projections show that it would not have sufficient cash to make further investments in its existing and new projects in line with the Group's strategy nor settle its current liabilities when due and meet its ongoing overheads without gaining access to additional funds. The Group continues to manage its investments as a portfolio, seeking to dispose of investments, bring in strategic partners and raise funds as appropriate to finance its obligations and to fund new investments. Management plans to address the Group's funding requirements through a combination of these measures. Management believes that it will be able to manage the Group's liquidity position successfully, but at this stage there is no committed transaction which would address the Group's cash requirements.
The directors have concluded that, given that the general economic climate remains challenging, these circumstances represent a material uncertainty that casts doubt upon the Group's and the Company's ability to continue as a going concern. Nevertheless, after making enquiries, and considering the uncertainties above, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual report and financial statements.
An analysis of the Group's other gains and losses are as follows:
|
Six months ended 31 December 2010 |
Six months ended 31 December 2009 |
Year ended 30 June 2010 |
|
£'000 |
£'000 |
£'000 |
Investment revenue |
|
|
|
Interest on bank deposits |
42 |
82 |
153 |
|
|
|
|
Other gains and losses |
|
|
|
Gains on disposals of associates |
- |
- |
78 |
Transfer of foreign currency translation reserve on disposal of associates |
- |
- |
745 |
Disposal of intangible assets (a) |
1,127 |
- |
- |
Disposal of available-for-sale assets |
- |
(1,620) |
(1,016) |
Other income |
6 |
- |
11 |
Research and development grants |
- |
202 |
213 |
|
1,133 |
(1,418) |
31 |
In December 2010, the Company's subsidiaries, Elko Energy BV and Elko Exploration BV (Elko) completed an agreement to sell their interests in the Netherlands Blocks P1 and P2 licences to Chevron Exploration and Production BV (Chevron). In consideration for their total Interest in the Blocks, Elko will receive an overriding royalty up to 5% of the sales value from Chevron gas delivered into the Dutch National Transmission System and Chevron condensate delivered onshore. Chevron anticipates drilling the first well on the acreage in 2011. As the future recovery of the overriding royalty is uncertain, nil consideration was recognised in relation to this royalty. Under the terms of the agreement, Chevron also paid EUR 4.3 million in cash for past costs.
The gain on disposal of intangible assets was calculated as follows:
Consideration - EUR 4.3M past costs |
3,612 |
Consideration - overriding royalty |
- |
Less: Capitalised intangible and exploration assets |
(2,485) |
|
1,127 |
4. Segment information
Business segments
For management purposes, the Group is currently organised into two operating divisions - oil & gas exploration, evaluation and development and oil shale exploitation. These divisions are the basis on which the Group reports its primary segment information.
Principal activities are as follows:
· Oil & gas exploration, evaluation and development - of the Group's interests in Turkey, the Netherlands, Denmark and the Kyrgyz Republic.
· Oil shale exploitation - of the Group's interests in Queensland, Australia and Tarfaya, Morocco.
· Investment and other - in various listed resource companies.
Segment information about businesses is presented below.
|
Oil & Gas exploration and production |
Oil shale exploitation |
Investment and other |
Consolidated |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Segment revenue |
|
|
|
|
Administrative and operating expenses |
(854) |
(93) |
(209) |
(1,156) |
Share of results of associates |
(23) |
- |
- |
(23) |
Share of results of joint venture |
(83) |
- |
- |
(83) |
Segment result |
(960) |
(93) |
(209) |
(1,262) |
|
|
|
|
|
Investment revenue |
6 |
1 |
35 |
42 |
Finance costs |
- |
- |
154 |
154 |
Other gains and losses |
1,134 |
- |
51 |
1,185 |
|
|
|
|
|
Profit/(loss) before tax |
180 |
(92) |
31 |
119 |
|
|
|
|
|
Tax credit |
|
|
|
667 |
|
|
|
|
|
Loss for the period |
|
|
|
786 |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
|
|
638 |
Non-controlling interest |
|
|
|
148 |
|
|
|
|
786 |
|
Oil & Gas exploration and production |
Oil shale exploitation |
Investment and other |
Consolidated |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Depreciation and amortisation |
2 |
- |
2 |
4 |
Balance sheet |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
Intangible assets |
2,047 |
- |
- |
2,047 |
Property, plant and equipment |
1 |
- |
3 |
4 |
Interests in associates |
428 |
- |
- |
428 |
Interest in joint venture |
2,230 |
- |
- |
2,230 |
Financial assets |
7,428 |
60 |
2,010 |
9,498 |
Deferred consideration |
291 |
- |
- |
291 |
|
|
|
|
|
Consolidated total assets |
|
|
|
14,498 |
|
|
|
|
|
Liabilities |
|
|
|
|
Financial liabilities |
264 |
2 |
3,198 |
3,464 |
Deferred tax liability |
- |
- |
471 |
471 |
|
|
|
|
|
Consolidated total liabilities |
|
|
|
3,935 |
|
|
|
|
|
Period ended 31 December 2009
|
Oil & Gas exploration and production |
Oil shale exploitation |
Investment and other |
Consolidated |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Segment revenue |
|
|
|
|
Administrative and operating expenses |
- |
(88) |
740 |
652 |
Share of results of associates |
(140) |
- |
- |
(140) |
Segment result |
(140) |
(88) |
740 |
512 |
|
|
|
|
|
Investment revenue |
- |
1 |
81 |
82 |
Finance costs |
- |
- |
(266) |
(266) |
Other gains and losses |
- |
202 |
(1,620) |
(1,418) |
|
|
|
|
|
Profit/(loss) before tax |
(140) |
115 |
(1,065) |
(1,090) |
|
|
|
|
|
Tax expense |
|
|
|
(1,074) |
|
|
|
|
|
Loss for the period |
|
|
|
(2,164) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
|
|
(2,164) |
Non-controlling interest |
|
|
|
- |
|
|
|
|
(2,164) |
|
Oil & Gas exploration and production |
Oil shale exploitation |
Investment and other |
Consolidated |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Depreciation and amortisation |
- |
- |
2 |
2 |
Balance sheet |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
Property, plant and equipment |
- |
14 |
6 |
20 |
Interests in associates |
10,684 |
- |
- |
10,684 |
Financial assets |
- |
205 |
7,974 |
8,179 |
Deferred consideration |
300 |
- |
- |
300 |
|
|
|
|
|
Consolidated total assets |
|
|
|
19,183 |
|
|
|
|
|
Liabilities |
|
|
|
|
Financial liabilities |
- |
- |
780 |
780 |
Unallocated corporate liabilities |
- |
- |
- |
4,544 |
|
|
|
|
|
Consolidated total liabilities |
|
|
|
5,324 |
|
|
|
|
|
Year ended 30 June 2010
|
Oil & Gas exploration and production |
Oil shale exploitation |
Investment and other |
Consolidated |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Segment revenue |
|
|
|
|
Administrative and operating expenses |
(1,493) |
(192) |
(1,045) |
(2,730) |
Share of results of associates |
(604) |
- |
- |
(604) |
Share of results of joint venture |
(9,578) |
- |
- |
(9,578) |
Segment result |
(11,675) |
(192) |
(1,045) |
(12,912) |
|
|
|
|
|
Investment revenue |
3 |
4 |
146 |
153 |
Finance costs |
- |
- |
(95) |
(95) |
Other gains and (losses) |
9 |
213 |
(191) |
31 |
|
|
|
|
|
Profit/(loss) before tax |
(11,663) |
25 |
(1,185) |
(12,823) |
|
|
|
|
|
Tax credit |
|
|
|
310 |
|
|
|
|
|
Loss for the year |
|
|
|
(12,513) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
|
|
(11,771) |
Non-controlling interest |
|
|
|
(742) |
|
|
|
|
(12,513) |
|
Oil & Gas exploration and production |
Oil shale exploitation |
Investment and other |
Consolidated |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Capital additions - property, plant and equipment |
3 |
- |
- |
3 |
Capital additions on acquisition of subsidiary - property, plant and equipment |
4 |
- |
- |
4 |
Depreciation and amortisation |
2 |
14 |
4 |
20 |
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
Intangible assets |
4,407 |
- |
- |
4,407 |
Property, plant and equipment |
3 |
- |
5 |
8 |
Interests in associates |
445 |
- |
- |
445 |
Interest in joint venture |
2,322 |
- |
- |
2,322 |
Financial assets |
4,912 |
111 |
2,324 |
7,347 |
Deferred consideration |
297 |
- |
- |
297 |
|
|
|
|
|
Consolidated total assets |
|
|
|
14,826 |
|
|
|
|
|
Liabilities |
|
|
|
|
Financial liabilities |
290 |
2 |
4,347 |
4,639 |
Deferred tax liability |
- |
- |
471 |
471 |
|
|
|
|
|
Consolidated total liabilities |
|
|
|
5,110 |
|
|
|
|
|
The Group's operations are located in Europe (including UK and Turkey), Central Asia and Australia.
The following table provides an analysis of the Group's revenue by geographical market, irrespective of the origin of the goods/services.
Period ended 31 December 2010
|
Europe (including UK) |
Central Asia |
Australia |
Total of segments |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Segment revenue |
- |
- |
- |
- |
|
|
|
|
|
Segment assets |
14,010 |
428 |
60 |
14,498 |
|
|
|
|
|
Capital additions |
- |
- |
- |
- |
|
|
|
|
|
Period ended 31 December 2009
|
Europe (including UK) |
Central Asia |
Australia |
Total of segments |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Segment revenue |
- |
- |
- |
- |
|
|
|
|
|
Segment assets |
18,132 |
770 |
281 |
19,183 |
|
|
|
|
|
Capital additions |
- |
- |
- |
- |
|
|
|
|
|
Year ended 30 June 2010
|
Europe (including UK) |
Central Asia |
Australia |
Total of segments |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Segment revenue |
- |
- |
- |
- |
|
|
|
|
|
Segment assets |
14,270 |
445 |
111 |
14,826 |
|
|
|
|
|
Capital additions |
3 |
- |
- |
3 |
|
|
|
|
|
Capital additions acquired on acquisition of subsidiary |
4 |
- |
- |
4 |
|
|
|
|
|
The calculation of the basic and diluted earnings per share is based on the following data:
|
|
||
Six months ended |
Year ended |
||
Earnings
|
31 December 2010 £'000 |
31 December 2009 |
30 June 2010 £'000 |
|
|
|
|
Earnings for the purposes of basic earnings per share being net profit attributable to equity holders of the parent |
786 |
(2,164) |
(11,771) |
|
|
|
|
Number of shares |
|
|
|
Weighted average number of ordinary shares for the purposes of basic earnings per share |
854,965,026 |
755,351,983 |
801,017,629 |
|
|
|
|
Effect of dilutive potential ordinary shares - options and warrants |
30,296,104 |
- |
- |
|
|
|
|
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
885,261,130 |
755,351,983 |
801,017,629 |
|
|
|
|
Where a loss has occurred, basic and diluted earnings per share are the same because the outstanding share options and warrants are anti-dilutive.
Details of the Group's intangible assets as at 31 December 2010 are as follows:
|
31 December 2010 £'000 |
31 December 2009 |
30 June 2010 £'000 |
|
|
|
|
Opening balance |
4,407 |
- |
- |
Acquisition of subsidiary |
- |
- |
4,353 |
Additions |
25 |
- |
54 |
Disposals (a) |
(2,485) |
- |
- |
Amortisation |
(1) |
- |
- |
Exchange translation |
101 |
- |
- |
|
2,047 |
- |
4,407 |
|
|
|
|
(a) This relates to the disposal of the Netherlands Blocks P1 and P2 which is discussed in Note 3.
Details of the Group's subsidiaries as at 31 December 2010 are as follows:
Name |
Place of incorporation |
Date controlling interest acquired |
Proportion of ownership & voting power % |
Principal activity |
Sermines de Mexico S.A. de C.V. |
Mexico |
08/08/2005 |
100 |
Mining exploration |
Xtract Oil Limited |
Australia |
17/02/2006 |
100 |
Mining exploration and technology development |
Xtract International Limited |
Great Britain |
15/11/2006 |
100 |
Holding Company |
Xtract Energy Spain SL |
Spain |
10/09/2009 |
100 |
Holding Company |
Xtract Energy Holdings Limited |
Great Britain |
03/12/2007 |
100 |
Holding Company |
Xtract Energy (Oil Shale) Morocco SA |
Morocco |
23/07/2008 |
70 |
Mining exploration |
Elko Energy Inc |
Canada |
11/01/2010 |
50.02 |
Oil & Gas exploration and evaluation |
Elko Energy International |
Cayman Islands |
11/01/2010 |
50.02 |
Holding Company |
Elko MEA |
Cayman Islands |
11/01/2010 |
50.02 |
Holding Company |
Elko Americas |
Cayman Islands |
11/01/2010 |
50.02 |
Holding Company |
Elko Europe |
Cayman Islands |
11/01/2010 |
50.02 |
Holding Company |
Elko (UK) Limited |
Great Britain |
11/01/2010 |
50.02 |
Holding Company |
Elko Energy Business Services Ltd |
Great Britain |
11/01/2010 |
50.02 |
Administration services |
Elko Energy A/S |
Denmark |
11/01/2010 |
50.02 |
Oil & Gas exploration and evaluation |
RPK Finance & Holdings BV |
The Netherlands |
11/01/2010 |
50.02 |
Holding Company |
Elko Energy BV |
The Netherlands |
11/01/2010 |
50.02 |
Oil & Gas exploration and evaluation |
Elko Exploration BV |
The Netherlands |
11/01/2010 |
50.02 |
Oil & Gas exploration and evaluation |
All of these subsidiaries have been consolidated for the period of ownership.
Details of the Group's associates as at 31 December 2010 are as follows:
|
31 December 2010 £'000 |
31 December 2009 |
30 June 2010 £'000 |
|
|
|
|
Opening balance |
445 |
5,619 |
5,619 |
Investment in associate |
- |
4,905 |
5,329 |
Release of deferred consideration |
6 |
11 |
43 |
Share of associates' losses for the period |
(23) |
(140) |
(604) |
Share of associates' share-based-payments reserve |
- |
277 |
461 |
Transferred to joint venture |
- |
- |
(7,019) |
Transferred to subsidiary |
- |
- |
(3,395) |
Gain on disposal of associate |
- |
- |
78 |
Exchange translation |
- |
12 |
- |
Share of associates' foreign currency translation reserve |
- |
- |
(67) |
|
|
|
|
|
428 |
10,684 |
445 |
|
|
|
|
Name |
Place of Incorporation and Operation |
Date associate interest acquired |
Proportion of ownership & voting power held % |
Principal Activity |
Zhibek Resources Limited |
Great Britain/ Kyrgyzstan |
17/11/08 |
25 |
Oil & gas exploration and production |
Details of the Group's joint venture as at 31 December 2010 are as follows:
|
31 December 2010 £'000 |
31 December 2009 |
30 June 2010 £'000 |
|
|
|
|
Opening balance |
2,322 |
- |
- |
Transferred from associates |
- |
- |
7,019 |
Investment in joint venture |
- |
- |
4,613 |
Share of joint venture losses |
(83) |
- |
(9,578) |
Exchange translation |
(9) |
- |
268 |
|
|
|
|
|
2,230 |
- |
2,322 |
|
|
|
|
Name |
Place of Incorporation and Operation |
Date associate interest acquired |
Proportion of ownership & voting power held % |
Principal Activity |
Extrem Energy A.S. |
Turkey |
15/02/2010 |
50 |
Oil & gas exploration and production |
Details of the Group's available-for-sale investments as at 31 December 2010 are as follows:
|
31 December 2010 £'000 |
31 December 2009 |
30 June 2010 £'000 |
|
|
|
|
At beginning of the period |
191 |
3,215 |
3,215 |
Acquired during the period |
- |
- |
- |
Rights issue purchased during the period |
- |
- |
- |
Disposed during the period |
- |
(4,554) |
(4,554) |
Movement in fair value |
306 |
1,620 |
1,530 |
|
|
|
|
|
497 |
281 |
191 |
|
|
|
|
Available-for-sale investments comprise the Group's investment in listed securities, which have been held by the Group for long term returns.
11. Share capital
|
As at 31 December 2010 Number |
As at 31 December 2009 Number |
As at 30 June 2010 Number |
Issued and fully paid ordinary shares of 0.1p |
854,965,026 |
811,765,026 |
854,965,026 |
|
£ |
£ |
£ |
Issued and fully paid ordinary shares of 0.1p |
854,965 |
811,765 |
854,965 |
|
6 months period ended 31 December 2010 £'000 |
6 months period ended 31 December 2009 £'000 |
Year ended 30 June 2010 £'000 |
|
|
|
|
Profit/(loss) for the period |
786 |
(2,164) |
(12,513) |
|
|
|
|
Adjustments for: |
|
|
|
Share of results of associates |
23 |
140 |
604 |
Share of result of joint venture |
83 |
- |
9,578 |
Investment revenue/(expense) |
(42) |
(82) |
(153) |
Other (gains) and losses |
(1,127) |
1,620 |
182 |
Income tax expense/(credit) |
(987) |
1,074 |
(310) |
Government grants |
- |
(202) |
(213) |
Depreciation of property, plant and equipment |
3 |
2 |
20 |
Amortisation of intangible assets |
1 |
- |
- |
Share-based payments expense |
463 |
193 |
193 |
|
|
|
|
Operating cash flows before movements in working capital |
(797) |
581 |
(2,612) |
(Increase)/decrease in receivables |
71 |
(8) |
429 |
Increase/(decrease) in payables |
(138) |
1,098 |
414 |
|
|
|
|
Cash (used)/generated in operations |
(864) |
1,671 |
(1,769) |
|
|
|
|
Income taxes paid |
- |
- |
- |
Interest expenses |
(154) |
266 |
95 |
|
|
|
|
Foreign currency exchange differences |
(822) |
(1,473) |
(60) |
|
|
|
|
|
|
|
|
Net cash (used) in/from operating activities |
(1,840) |
464 |
(1,734) |
|
|
|
|
13. Subsequent events
On 12 January 2011, Xtract Energy Plc announced that 20,000,000 ordinary shares of 0.1p each had been issued following an exercise of warrants at an exercise price of 2.5p.
On 27 January 2011, Xtract Energy Plc announced that 20,000,000 ordinary shares of 0.1p each had been issued following an exercise of warrants at an exercise price of 2.5p.
On 1 February 2011, Elko Energy announced that the 02/05 Danish license group had been awarded a new license 01/11 covering 1,900 square km, immediately to the West of the original 02/05 license. The 02/05 license group has relinquished 3,645 square km of the original 02/05 license. The balance of 1,745 square km of the original 02/05 license area combined with the new license totals 3,645 square km. The new license 01/11 requires that an exploration well is drilled no later than 24 months after issuance of the license. The 01/11 license is for an overall six year period and has a series of work program commitments and options as are typical in licenses of this nature. The 01/11 partners have already selected the specific well location and intend to drill the well in 2011.
On 7 February 2011, Elko Energy Inc issued 100,000 ordinary shares following an exercise of options at an exercise price of CAD$0.20. This increase in the number of ordinary shares of Elko Energy Inc reduced Xtract's proportion of ownership from 50.02% to 49.97%. The directors have determined that this does not constitute a loss of de facto control as Xtract continues to govern the financial and operating policies of Elko due to the joint management of both companies.
On 11 February 2011, Xtract Energy Plc announced that 20,000,000 ordinary shares of 0.1p each had been issued following an exercise of warrants at an exercise price of 2.5p.
On 18 March 2011, Elko Energy Inc announced that the revised 02/05 License was extended until 27 January 2013, which corresponds to the Phase 1 deadline in the 01/11 License. Danish Legislation does not allow extension of more than two years at a time. If by the end of this extension period the 02/05 License partners want to apply for a further extension, the work program associated with such an extension will be coordinated with the 01/11 License.
On 28 March 2011, Elko Energy Inc announced that all approvals and conditions pertaining to the 02/05 farm in agreement with Noreco had been satisfied and that the agreement closed on 23 March 2011. Noreco has paid Elko approximately USD$1.1 million cash for its share of past costs.