Quarterly Report • Jun 3, 2021
Quarterly Report
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London, 03 June 2021 - Energean plc (LSE: ENOG, TASE: אנאג (is pleased to release Energean Israel Limited 1Q 2021 consolidated management accounts, publication of which is required under the terms of its \$2.5 billion senior secured notes, issuance of which was completed on 24 March 2021. Energean plc shall release quarterly management accounts for Energean Israel Limited within 70 days of the close of each quarter and 120 days for its annual consolidated financial statements.
Kate Sloan, Head of IR, ECM and Communications +44 (0) 7917 608 645
Established in 2007, Energean is a London Premium Listed FTSE 250 and Tel Aviv 35 Listed E&P company with operations in nine countries across the Mediterranean and UK North Sea. Since IPO, Energean has grown to become the leading independent, gas-focused E&P company in the Eastern Mediterranean, with a strong production and development growth profile. The Company explores and invests in new ideas, concepts and solutions to produce and develop energy efficiently, at low cost and with a low carbon footprint.
Energean's production comes mainly from the Abu Qir field in Egypt and fields in Southern Europe. The company's flagship project is the 3.5 Tcf Karish, Karish North and Tanin development, offshore Israel, where it intends to use the newbuild fully-owned FPSO Energean Power, which will be the only FPSO in the Eastern Mediterranean, to produce first gas, commencing mid-2022. Energean has signed contracts for 7.4 Bcm/yr of gas sales on plateau into the Israeli domestic market, which have floor pricing, takeor-pay and/or exclusivity provisions that largely insulate the project's revenues against global commodity price fluctuations and underpin Energean's goal of paying a meaningful and sustainable dividend.
With a strong track record of growing reserves and resources, Energean is focused on maximising production from its large-scale gas-focused portfolio to deliver material free cash flow and maximise total shareholder return in a sustainable way. ESG and health and safety are paramount to Energean; it aims to run safe and reliable operations, whilst targeting carbon-neutrality across its operations by 2050. These aspirations were significantly advanced with the completion of the Edison E&P acquisition in December 2020, which is now being successfully integrated in Energean's business.
Unaudited interim condensed consolidated financial statements 31 March, 2021
AS OF 31 MARCH 2021
| Page | |
|---|---|
| Interim condensed consolidated statement of financial position | 1 |
| Interim condensed consolidated statement of comprehensive income | 2 |
| Interim condensed consolidated statement of changes in equity | 3 |
| Interim condensed consolidated statement of cash flows | 4 |
| Notes to the interim condensed consolidated financial statements | 5-14 |
- - - - - - - - - - - - - - - - - - - -
(Amounts in thousands US Dollars, unless otherwise stated)
| 31 March 2021 |
31 December 2020 |
||
|---|---|---|---|
| Unaudited | Audited | ||
| Note | Dollars in thousands | ||
| ASSETS: | |||
| NON-CURRENT ASSETS: | |||
| Property, plant and equipment | 3(A) | 1,943,485 | 1,813,523 |
| Intangible assets | 3(B) | 16,598 | 13,807 |
| Other accounts receivable | 46 | 43 | |
| Deferred senior secured notes fees | 6,482 | - | |
| Deferred tax asset | 7,491 | 7,839 | |
| 1,974,102 | 1,835,212 | ||
| CURRENT ASSETS: | |||
| Trade and other receivables | 1,201 | 1,304 | |
| Cash and cash equivalents | 30,925 | 37,421 | |
| 32,126 | 38,725 | ||
| TOTAL ASSETS | 2,006,228 | 1,873,937 | |
| EQUITY AND LIABILITIES: EQUITY: |
|||
| Share capital | 1,708 | 1,708 | |
| Share premium | 572,539 | 572,539 | |
| Other reserves | (3,581) | (5,328) | |
| Accumulated losses | (25,459) | (25,114) | |
| TOTAL EQUITY | 545,207 | 543,805 | |
| NON-CURRENT LIABILITIES: | |||
| Borrowings | 3(C) | 1,223,135 | - |
| Provisions for decommissioning | 38,537 | 38,399 | |
| Trade and other payables | 3(E) | 71,673 | 84,360 |
| 1,333,345 | 122,759 | ||
| CURRENT LIABILITIES: | |||
| Current borrowings | - | 1,093,965 | |
| Trade and other payables | 3(E) | 123,026 | 90,489 |
| Loans from related parties | - | 16,000 | |
| Derivative financial instrument | 3(D) | 4,650 | 6,919 |
| 127,676 | 1,207,373 | ||
| TOTAL LIABILITIES | 1,461,021 | 1,330,132 | |
| TOTAL EQUITY AND LIABILITIES | 2,006,228 | 1,873,937 | |
| 03 June 2021 | |||
| Panagiotis Benos | Matthaios Rigas | ||
| Director | Director |
| For the period of 3 months ended 31 March 2021 |
For the period of 3 months ended 31 March 2020 |
|
|---|---|---|
| Unaudited US Dollars in thousands |
Unaudited | |
| Administrative expenses | (878) | (929) |
| Other expenses | (23) | - |
| Operating loss | (901) | (929) |
| Finance income | 23 | 138 |
| Finance costs | (157) | (10) |
| Foreign exchange gain | 517 | 347 |
| Loss for the period before taxes | (518) | (454) |
| Tax income | 173 | 101 |
| Net loss for the period | (345) | (353) |
| Other comprehensive income (loss): | ||
| Items that may be reclassified subsequently to profit or loss | ||
| Gain (loss) on Cash flow hedge Tax relating to items that may be reclassified subsequently to |
2,269 | (11,237) |
| profit or loss | (522) | 2,584 |
| Other comprehensive income /(loss) for the period | 1,747 | (8,653) |
| Total comprehensive income / (loss) for the period | 1,402 | (9,006) |
| For the period of 3 months ended 31 March 2021 (unaudited): | |||||
|---|---|---|---|---|---|
| Share capital |
Share Premium |
Other reserves |
Accumulated losses |
Total equity |
|
| Balance as of 1 January 2021 | 1,708 | 572,539 | (5,328) | (25,114) | 543,805 |
| Changes during period: | |||||
| Comprehensive Income (Loss): | |||||
| Loss for the period | - | - | - | (345) | (345) |
| Other comprehensive income, net of tax | - | - | 1,747 | - | 1,747 |
| Balance as of 31 March 2021 | 1,708 | 572,539 | (3,581) | (25,459) | 545,207 |
| Share capital |
Share Premium |
Other reserves |
Accumulate d losses |
Total equity |
|
|---|---|---|---|---|---|
| Balance as of 1 January 2020 | 1,676 | 540,071 | 434 | (20,234) | 521,947 |
| Changes during period: | |||||
| Comprehensive Loss: | |||||
| Loss for the period | - | - | - | (353) | (353) |
| Other comprehensive loss, net of tax | - | - | (8,653) | - | (8,653) |
| Total comprehensive loss | - | - | (8,653) | (353) | (9,006) |
| Transactions with shareholders: | |||||
| Shares issuance | 32 | 32,468 | - | - | 32,500 |
| Balance as of 31 March 2020 | 1,708 | 572,539 | (8,219) | (20,587) | 545,441 |
(Amounts in thousands US Dollars, unless otherwise stated)
| For the period of 3 months ended 31 March |
|||
|---|---|---|---|
| 2021 | 2020 | ||
| Unaudited | Unaudited | ||
| Dollars in thousands | |||
| Cash flows from operating activities: | |||
| Loss for the period before tax | (518) | (454) | |
| Adjustments for: | |||
| Depreciation and amortization | 29 | 53 | |
| Loss from disposal on property, plant and equipment | 23 | - | |
| Increase in provisions for decommissioning | 138 | - | |
| Finance income | (23) | (138) | |
| Finance expenses | 19 | 10 | |
| Net foreign exchange gain | (517) | (347) | |
| (849) | (876) | ||
| Changes in working capital: | |||
| Decrease in other receivables | 27 | 674 | |
| Increase in trade and other payables | 270 | 493 | |
| Cash generated from (used) in operating activities | (552) | 291 | |
| Net cash generated from (used) in operating activities | (552) | 291 | |
| Cash flows from investing activities: | |||
| Payment for purchase of oil & gas leases | (10,850) | (10,850) | |
| Payment for purchase of intangible assets | (2,812) | (3,793) | |
| Payment for purchase of property, plant and equipment | (77,956) | (62,093) | |
| Interest received | 59 | 182 | |
| Net cash used in investing activities | (91,559) | (76,554) | |
| Cash flows from financing activities: | |||
| Proceeds from shares issuance | - | 32,500 | |
| Drawdown of borrowings | 118,000 | 50,000 | |
| Loan repayment from related parties | (16,000) | - | |
| Short term related party transfer in relation with the | |||
| secure notes escrow account | 10,384 | - | |
| Debt arrangement fees paid | - | (2,614) | |
| Finance cost paid | (21,810) | (13,511) | |
| Finance costs paid for deferred license payments | (3,494) | (3,993) | |
| Transaction cost in relation to Secured Notes issuance | (1,197) | - | |
| Repayment of obligations under leases | (82) | (74) | |
| Net cash generated from financing activities | 85,801 | 62,308 | |
| Net decrease in cash and cash equivalents | (6,310) | (13,955) | |
| Cash and cash equivalents at the beginning of the period | 37,421 | 110,488 | |
| Effect of exchange rate fluctuations on cash held | (186) | (222) | |
| Cash and cash equivalents at the end of the period | 30,925 | 96,311 |
| Country | Asset | Working interest | Field phase |
|---|---|---|---|
| Israel | Karish (including Karish North) | 100% | Development |
| Israel | Tanin | 100% | Development |
| Israel | Blocks 12, 21, 23, 31 | 100% | Exploration |
| Israel | Four licenses Zone D (1) | 80% | Exploration |
to
deliver first gas in mid-2022. The health and safety of its workers remains of paramount importance to the Company, and it supports all necessary measures to prevent further transmission of COVID-19.
These interim condensed consolidated financial statements for the three months ended 31 March 2021, have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU). The interim condensed consolidated financial statements do not include all the information and disclosures that are required for the annual financial statements and must be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2020.
These Interim Financial Statements have been prepared on a going concern basis.

| Furniture, | ||||
|---|---|---|---|---|
| Petroleum and | Leased | fixtures and | ||
| Gas Assets | Assets | equipment | Total | |
| US Dollars in thousands | ||||
| Cost: | ||||
| At 1 January 2020 | 1,238,724 | 469 | 337 | 1,239,530 |
| Additions | 404,613 | 365 | 298 | 405,276 |
| Disposals | (2,984) | (230) | - | (3,214) |
| Capitalised borrowing cost | 92,170 | - | - | 92,170 |
| Capitalised depreciation | 288 | - | - | 288 |
| Change in decommissioning provision | 38,125 | - | - | 38,125 |
| Transfers from Exploration and evaluation assets | 41,822 | - | - | 41,822 |
| Total cost at 31 December 2020 | 1,812,758 | 604 | 635 | 1,813,997 |
| Additions | 84,700 | 22 | 6 | 84,728 |
| Disposals | (23) | - | - | (23) |
| Capitalised borrowing cost | 45,278 | - | - | 45,278 |
| Capitalised depreciation | 53 | - | - | 53 |
| Total cost at 31 March 2021 | 1,942,766 | 626 | 641 | 1,944,033 |
| Depreciation: | ||||
| At 1 January 2020 | - | 185 | 63 | 248 |
| Expensed for the year | - | - | 80 | 80 |
| Disposals | - | (142) | - | (142) |
| Capitalised to petroleum and gas assets | - | 288 | - | 288 |
| Total Depreciation at 31 December 2020 | - | 331 | 143 | 474 |
| Expensed for the period | - | - | 21 | 21 |
| Capitalised to petroleum and gas assets | - | 53 | - | 53 |
| Total Depreciation at 31 March 2021 | - | 384 | 164 | 548 |
| Net Property, Plant and Equipment at 31 | ||||
| December 2020 | 1,812,758 | 273 | 492 | 1,813,523 |
| Net Property, Plant and Equipment at 31 | ||||
| March 2021 | 1,942,766 | 242 | 477 | 1,943,485 |
The additions to Petroleum and Gas assets for the period of three months ended 31 March 2021 are mainly due to the development costs of Karish field which relate to the EPCIC contract (FPSO, Sub Sea and On-shore construction cost) at the amount of US\$62.34 million (for the year ended 31 December 2020: US\$280.09 million).
The borrowing costs capitalised for the period of three months ended 31 March 2021 at the amount of US\$45.28 million (for the year ended 31 December 2020: US\$92.17 million) are mainly due to the Senior Facility Loan for Karish development at the amount of US\$38.59 million (for the year ended 31 December 2020: US\$80.72 million) and for deferred license consideration of Karish & Tanin rights at the amount of US\$1.47 million (for the year ended 31 December 2020: US\$6.22 million). The weighted average interest rates used for the capitalisation of the borrowing cost was 8.93% (31 December 2020: 8.78%).

| For the period of three months ended March 31, 2021 |
For the year ended December 31, 2020 |
|
|---|---|---|
| Dollars in thousands | ||
| Additions to property, plant and equipment | 130,036 | 574,467 |
| Less capitalised borrowing costs |
(45,278) | (92,170) |
| Right-of-use asset additions | (22) | (365) |
| Capitalised share-based payment charge | (24) | (65) |
| Capitalised depreciation | (53) | (288) |
| Change in decommissioning provision | - | (38,125) |
| Transfers from Intangible Assets | - | (41,822) |
| Total | 84,659 | 401,632 |
| Movement in working capital | 4,147 | (17,179) |
| Cash capital expenditures per the cash flow statement (*) | 88,806 | 384,453 |
(*)The amount includes payment of US\$10.85 million which has been paid each period in 2021 and 2020 to the sellers of Karish and Tanin leases.
| Exploration and evaluation assets |
Software License |
Total | |
|---|---|---|---|
| US Dollars in thousands | |||
| Cost: | |||
| At 1 January 2020 | 49,574 | 160 | 49,734 |
| Additions | 6,539 | 95 | 6,634 |
| Write off of exploration and evaluation costs | (492) | - | (492) |
| Transfers to property, plant and equipment | (41,822) | - | (41,822) |
| At 31 December 2020 | 13,799 | 255 | 14,054 |
| Additions | 2,799 | - | 2,799 |
| At 31 March 2021 | 16,598 | 255 | 16,853 |
| Amortisation: | |||
| At 1 January 2020 | - | 33 | 33 |
| Expensed for the year | - | 214 | 214 |
| Total Amortisation at 31 December 2020 | - | 247 | 247 |
| Expensed for the period | - | 8 | 8 |
| Total Amortisation at 31 March 2021 | - | 255 | 255 |
| Net Intangible assets at 31 March 2021 | 16,598 | - | 16,598 |
| Net Intangible assets at 31 December 2020 | 13,799 | 8 | 13,807 |
| For the period of three months ended March 31, 2021 |
For the year ended December 31, 2020 |
||
|---|---|---|---|
| Dollars in thousands | |||
| Additions to property, plant and equipment | 2,799 | (35,680) | |
| Less | |||
| Transfers to Fixed Assets | - | 41,822 | |
| Total | 2,799 | 6,142 | |
| Movement in working capital | 13 | 1,864 | |
| Cash capital expenditures per the cash flow statement | 2,812 | 8,006 |
1) On March 2, 2018, the Group entered into a senior secured project finance for its Karish project amounting to US\$1.275 billion and on 16 March 2020, the senior credit facility was increased to US\$1,450 billion, providing an additional US\$175 million of liquidity for the Karish project and future appraisal activity in Israel.
Once drawn, interest is to be charged at LIBOR + 3.75% over months 1 to 12, LIBOR + 4.00% over months 13 – 24, LIBOR + 4.25% over months 25 – 36 and LIBOR + 4.75% over months 37 – 45. There is a commitment fee of 30% of the applicable margin.
The facility matures in December 2021 and has a bullet repayment on maturity. On 13 January 2021, the Company signed with its existing lenders for the US\$1.45 billion facility for Karish development a nine- month extension for the facility maturity date, from December 2021 to September 2022, as such the Company classify its borrowings from short term borrowings to long term borrowings.
As of 31 March 2021, the Group drew US\$1,268 million (US\$118 million drew in the period of three months ending 31 March 2021) from the US\$1,450 million Karish-Tanin project finance facility (31 December 2020: US\$1,150 million) and the amortised carrying value of the loan was US\$1,225 million (including short term accrued interest at the amount of US\$2.02 million as part of trade and other payables).
See also Note 5(A) for the senior credit facility repayment.
2) Short term loan from ultimate parent company repayment - On 5 January 2021, the Company paid Energean plc the short-term loan amounted US\$16 million.
The information set out below provides information about how the Group determines the fair values of various financial assets and liabilities.
The fair values of the Group's non-current liabilities measured at amortised cost are considered to approximate their carrying amounts at the reporting date.
The carrying value less any estimated credit adjustments for financial assets and financial liabilities with a maturity of less than one year are assumed to approximate their fair values due to their short term-nature.
The fair value hierarchy of financial assets and financial liabilities that are not measured at fair value (but fair value disclosure is required) is as follows:
| Fair value hierarchy as of 31 March 2021 Dollars in thousands |
||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | ||||
| Trade and other receivables | - | 6 | - | 6 |
| Cash and cash equivalents | 30,925 | - | - | 30,925 |
| Total | 30,925 | 6 | - | 30,931 |
| Financial liabilities | ||||
| Borrowings (*) | - | 1,225,155 | - | 1,225,155 |
| Derivative liability | - | 4,650 | - | 4,650 |
| Trade and other payables - long term | - | 71,567 | - | 71,567 |
| Trade and other payables - short term | - | 120,804 | - | 120,804 |
| Total | - | 1,422,176 | - | 1,422,176 |
(*) Include short term accrued interest for the project senior facility loan in the amount of US\$2,020 thousands as part of trade and other payables.
| Fair value hierarchy as of 31 December 2020 Dollars in thousands |
||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | ||||
| Trade and other receivables | - | 54 | - | 54 |
| Cash and cash equivalents | 37,421 | - | - | 37,421 |
| Total | 37,421 | 54 | - | 37,475 |
| Financial liabilities | ||||
| Borrowings (*) | - | 1,096,046 | - | 1,096,046 |
| Derivative liability | - | 6,919 | - | 6,919 |
| Loans from related parties | - | 16,000 | - | 16,000 |
| Trade and other payables - long term | - | 84,161 | - | 84,161 |
| Trade and other payables - short term | - | 88,520 | - | 88,520 |
| Total | - | 1,291,646 | - | 1,291,646 |
(*) Include short term accrued interest in the amount of US\$2,081 thousands as part of trade and other payables.
During 2019, the Group signed a hedge contract for 50% of the facility notional, to hedge the 3 months LIBOR component of the facility.
The Group held financial instruments at fair value on 31 March 2021 related to interest rate derivatives. All derivatives are recognised at fair value on the balance sheet with valuation changes recognised immediately in the income statement unless the derivatives have been designated as a cash flow hedge. Fair value is the amount for which the asset or liability could be exchanged in an arm's length transaction at the relevant date. Where available, fair values are determined using quoted prices in active markets. To the extent that market prices are not available, fair values are estimated by reference to market-based transactions or using standard valuation techniques for the applicable instruments and commodities involved. Values recorded are as at the balance sheet date and will not necessarily be realised. As of 31 March 2021, the Group recognized derivative liability at the amount of US\$4.65 million, net from tax.
As of 31 March 2021, the Group's interest rate derivatives are Level 2 (31 December 2020: Level 2). There were no transfers between fair value levels during the year.
| 31 March | 31 December | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| US Dollars in thousands | ||||
| Current | ||||
| Financial items | ||||
| Trade accounts payable (1) | 23,092 | 68,706 | ||
| Accrued expenses (1) | 55,243 | 1,628 | ||
| Payables to related parties | 25,799 | 3,381 | ||
| Deferred license payments due within one year (2) | 13,845 | 14,344 | ||
| Other finance costs accrued (3) | 4,527 | 2,081 | ||
| Current lease liabilities | 212 | 262 | ||
| 122,718 | 90,402 | |||
| Non-Financial items | ||||
| Social insurance and other taxes | 308 | 87 | ||
| 308 | 87 | |||
| 123,026 | 90,489 | |||
| Non-current | ||||
| Financial items | ||||
| Accrued Expenses to related parties | 106 | 199 | ||
| Long term lease liabilities | 12 | 8 | ||
| Sales consideration received in advance (INGL) (4) | 28,752 | 28,979 | ||
| Deferred license payments (2) | 42,803 | 55,174 | ||
| 71,673 | 84,360 | |||
| 71,673 | 84,360 | |||

On 29 December 2020, Energean E&P Holdings Limited had entered into a conditional sale and purchase agreement to acquire Kerogen Investments No. 38 Limited's entire interest in Energean Israel Limited, which constitutes 30% of the total issued share capital of Energean Israel and completion took place during February 2021.
On 24 March 2021 ("Issue Date"), Energean Israel Finance Ltd (subsidiary of the company, held 100%) announced on closing of an offering of US\$2,500,000,000 senior secured notes.
The Notes will be issued in four series as follows:
The interest on each series of the Notes will be paid semi-annually, on 30 March and on 30 September of each year, beginning on 30 September 2021.

1. Satisfaction of the escrow release conditions and release from escrow of proceeds of the US\$2,500,000,000 senior secured notes offering:
On 29 April 2021 Energean Israel Finance Ltd has satisfied the escrow release conditions in respect of its US\$2.5 billion aggregate principal amount of the Notes offering, completed by it on 24 March 2021. As a result of satisfying the said escrow release conditions, the proceeds of the Offering have been released from escrow.
The Notes are listed for trading on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. (the "TASE").
With regards to the Indenture document, signed on 24 March 2021 with HSBC BANK USA, N.A (the "Trustee"), no Indenture default or Indenture event of default has occurred and is continuing.
The Company undertaken to pledge in favor of the senior secured notes trustee:
On 29 April 2021, following the escrow release as stated above, the Company repaid its existing outstanding facility and as such the ultimate parent company guarantee ("PCG") granted by Energean PLC in the amount of US\$90 million terminated.
In addition, the Company terminated the standby letter of credit for US\$125 million in favor of the project finance facility lenders, and as such the PCG granted by the parent company Energean E&P Limited at the same amount terminated.

On 29 April 2021, following the escrow release as stated above, the Company funded its reserves account as follow:
Moody's assigns Ba3 rating the senior secured notes, and S&P Global assigns BBrating the senior secured notes.
On 29 April 2021 (the "Closing Date") and in accordance with the Notes financing documents, the Company and its parent company Energean E&P Holdings Limited entered into a loan agreement which establish that the Company will provide a loan facility of up to US\$ 500 million to Energean E&P Holdings Limited for a period of 24 months from the Closing Date (the "Maturity Date"). The loan and interest will be paid at the maturity date.
Notwithstanding the above, Energean E&P Holdings Limited may, at its discretion, repay the loan, in whole or in part, at any time before 28 April 2023.
As of the reporting date, US\$175.9 million was loaned to Energean E&P Holdings Limited.
On April 2021, the Company signed with a banking corporation on a 250 million NIS (approx. US\$75 million) facility for issuing bank guarantees for the Company activities and needs in Israel. The facility term is 12 months, till 30 April 2022 and can be extended for additional 12 months. The facility bears 1.5% interest rate per annum and 0.8% commitment fee per annum for the undrawn amount. The banking corporation security is a US\$ 80 million PCG granted by Energean PLC.

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