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Energean PLC

Quarterly Report Sep 2, 2021

5342_rns_2021-09-02_e5bc1029-d091-45ed-985d-e1307406d24d.pdf

Quarterly Report

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Energean Israel Limited

Unaudited interim condensed consolidated financial statements 30 June 2021

Unaudited interim condensed consolidated financial statements

AS OF 30 JUNE 2021

INDEX

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 5-17

- - - - - - - - - - - - - - - - - - - -

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Amounts in thousands US Dollars, unless otherwise stated)

31 December
30 June 2021 2020
Unaudited Audited
Note US Dollars in thousands
ASSETS:
NON-CURRENT ASSETS:
Property, plant and equipment 3(A) 2,093,951 1,813,523
Intangible assets 3(B) 17,537 13,807
Other accounts receivable 1,039 43
Loan to related party 6(B) 175,884 -
Long term restricted cash 3(C)(3) 100,000 -
Deferred tax asset 5 8,849 7,839
2,397,260 1,835,212
CURRENT ASSETS:
Trade and other receivables 8,652 1,304
Short term restricted cash 3(C)(3), 6(C) 166,241 -
Cash and cash equivalents 731,584 37,421
906,477 38,725
TOTAL ASSETS 3,303,737 1,873,937
EQUITY AND LIABILITIES:
EQUITY:
Share capital 1,708 1,708
Share premium 572,539 572,539
Other reserves - (5,328)
Accumulated losses (32,661) (25,114)
TOTAL EQUITY 541,586 543,805
NON-CURRENT LIABILITIES:
Secured Senior Notes 3(C)(3) 2,459,910 -
Provisions for decommissioning 34,708 38,399
Trade and other payables 3(E) 90,430 84,360
2,585,048 122,759
CURRENT LIABILITIES:
Current borrowings
3(C)(1) - 1,093,965
Trade and other payables 3(E) 174,698 90,489
Loans from related parties 3(C)(2) - 16,000
3(D) 2,405 6,919
Derivative financial instrument 177,103 1,207,373
TOTAL LIABILITIES 2,762,151 1,330,132
TOTAL EQUITY AND LIABILITIES 3,303,737 1,873,937
01 September 2021
Panagiotis Benos
Director
Matthaios Rigas
Director

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Amounts in thousands US Dollars, unless otherwise stated)

For the
period of six
months
ended 30
June 2021
For the
period of six
months
ended 30
June 2020
Unaudited Unaudited
Note US Dollars in thousands
Administrative expenses 4(A) (1,735) (1,887)
Other expenses 4(A) (28) (385)
Operating loss (1,763) (2,272)
Finance income 4(B) 1,808 169
Finance costs 4(B) (9,436) (26)
Foreign exchange gain 4(B) (727) 242
Loss for the period before taxes (10,118) (1,887)
Tax income 5 2,571 413
Net loss for the period (7,547) (1,474)
Other comprehensive income (loss):
Items that may be reclassified subsequently to profit or loss:
Gain (loss) on Cash flow hedge for the period
Reclassification adjustment for items included in loss on
2,278 (11,530)
realisation 4,641 -
Tax relating to items that may be reclassified subsequently to
profit or loss
(1,591) 2,652
Other comprehensive income (loss) for the period 5,328 (8,878)
Total comprehensive income (loss) for the period (2,219) (10,352)

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Amounts in thousands US Dollars, unless otherwise stated)

For the period of six months ended 30 June 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
- - - (7,547) (7,547)
Other comprehensive income, net of tax - - 5,328 - 5,328
Balance as of 30 June 2021 1,708 572,539 - (32,661) 541,586

For the period of six months ended 30 June 2020 (Unaudited):

Share
capital
Share
Premium
Other
reserves
Accumulated
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 - - - (1,474) (1,474)
Other comprehensive loss, net of tax - - (8,878) - (8,878)
Total comprehensive loss - - (8,878) (1,474) (10,352)
Transactions with shareholders:
Shares issuance 32 32,468 - - 32,500
Balance as of 30 June 2020 1,708 572,539 (8,444) (21,708) 544,095

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Amounts in thousands US Dollars, unless otherwise stated)

For the period
of six months
ended 30 June
2021
For the period
of six months
ended 30 June
2020
Unaudited Unaudited
US Dollars in thousands
Cash flows from operating activities:
Loss for the period before tax (10,118) (1,887)
Adjustments for:
Depreciation and amortization 50 149
Loss from disposal on property, plant and equipment 23 -
Increase in provisions for decommissioning 343 -
Other expenses 5 -
Finance income (1,808) (169)
Finance expenses 9,093 26
Net foreign exchange gain (loss) 727 (242)
(1,685) (2,123)
Changes in working capital:
Decrease (increase) in other receivables (183) 327
Increase (decrease) in trade and other payables (932) 437
(1,115) 764
Net cash generated used in operating activities (2,800) (1,359)
Cash flows from investing activities:
Payment for purchase of oil & gas leases (10,850) (10,850)
Payment for purchase of intangible assets (3,682) (7,971)
Payment for purchase of property, plant and equipment (97,615) (209,090)
Movement in restricted cash (266,241) -
Interest received 123 198
Net cash used in investing activities (378,265) (227,713)
Cash flows from financing activities:
Senior secured notes issuance 2,500,000 -
Transaction cost in relation to senior secured notes
issuance (37,218) -
Proceeds from shares issuance
Drawdown of borrowings
-
118,000
32,500
200,000
Repayment of borrowings (1,268,000) -
Loan to related party (175,884) -
Loan repayment from related parties (16,000) -
Debt arrangement fees paid - (5,050)
Finance cost paid (41,861) (28,799)
Finance costs paid for deferred license payments (3,494) (3,993)
Repayment of obligations under leases (169) (174)
Net cash generated from financing activities 1,075,374 194,484
Net decrease in cash and cash equivalents 694,309 (34,588)
Cash and cash equivalents at the beginning of the period 37,421 110,488
Effect of exchange rate fluctuations on cash held (146) (54)
Cash and cash equivalents at the end of the period 731,584 75,846

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 1: GENERAL

  • A. Energean Israel Limited (the "Company") was incorporated in Cyprus on 22 July 2014 as a private company with limited liability under the Companies Law, Cap. 113. Its registered office is at Lefkonos 22, 1st Floor, 2064, Nicosia, Cyprus.
  • B. The Company and its subsidiaries (the "Group") has been established with the objective of exploration, production and commercialisation of crude oil and natural gas. The Group's main activities are performed in Israel by the Company's Israeli Branch.
  • C. The Group's core assets as of 30 June 2021 are comprised of:
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
  • (1) The Company holds 80% interests in four licenses, blocks 55, 56, 61 and 62 (together, "Zone D") in Israel's Exclusive Economic Zone ("EEZ").
  • D. COVID-19: Despite COVID-related challenges experienced during the period (mainly at the Admiralty Yard in Singapore, where the Karish FPSO is being completed), the Group has made solid progress on its flagship Karish project, offshore Israel. The project expected 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.

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PREPARATION

These unaudited interim condensed consolidated financial statements for the six months ended 30 June 2021, have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU). The unaudited 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 unaudited interim financial statements have been prepared on a going concern basis.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION

A. Property, Plant and Equipment:

1) Composition:

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 162,282 57 13 162,352
Disposals (23) - - (23)
Capitalised borrowing cost 122,175 - - 122,175
Capitalised depreciation 106 - - 106
Change in decommissioning provision (4,034) - - (4,034)
Total cost at 30 June 2021 2,093,264 661 648 2,094,573
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 - - 42 42
Capitalised to petroleum and gas assets - 106 - 106
Total Depreciation at 30 June 2021 - 437 185 622
Net Property, Plant and Equipment at 31
December 2020 1,812,758 273 492 1,813,523
Net Property, Plant and Equipment at 30
June 2021 2,093,264 224 463 2,093,951
  • The additions to Petroleum and Gas assets for the period of six months ended 30 June 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\$112.43 million (for the year ended 31 December 2020: US\$280.09 million).

  • The borrowing costs capitalised for the period of six months ended 30 June 2021 at the amount of US\$122.18 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\$89.96 million (for the year ended 31 December 2020: US\$80.72 million) and due to the secured senior notes at the amount of US\$29.47 million for the period of six months ended 30 June 2021 (Nil for the year ended 31 December 2020). The weighted average interest rates used for the capitalisation of the borrowing cost was 7.33% (31 December 2020: 8.78%).

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

2) Cash flow statement reconciliations:

For the
period of six
months
ended 30
June 2021
For the year
ended 31
December
2020
Dollars in thousands
Additions to property, plant and equipment 280,576 574,467
Less
capitalised borrowing costs (122,175) (92,170)
Right-of-use asset additions (57) (365)
Capitalised share-based payment charge (65) (65)
Capitalised depreciation (106) (288)
Change in decommissioning provision 4,034 (38,125)
Transfers from Intangible Assets - (41,822)
Total 162,207 401,632
Movement in working capital (53,742) (17,179)
Cash capital expenditures per the cash flow statement (*) 108,465 384,453

(*)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.

B. Intangible Assets:

1) Composition:

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 3,738 - 3,738
At 30 June 2021 17,537 255 17,792
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 30 June 2021 - 255 255
Net Intangible assets at 31 December 2020 13,799 8 13,807
Net Intangible assets at 30 June 2021 17,537 - 17,537

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

  • The additions to Intangible assets for the period of six months ended 30 June 2021 are mainly due to the surveys, seismic and related works for the Israeli offshore exploration blocks. (for the year ended 31 December 2020 mainly related to drilling associated costs for Block 12 licenses and Karish North prior classifying it to property, plant and equipment).

2) Cash flow statement reconciliations:

For the
period of six
For the year
months
ended 31
ended 30
December
June 2021
2020
Dollars in thousands
Additions to property, plant and equipment 3,738 (35,680)
Less
Transfers to Fixed Assets - 41,822
Total 3,738 6,142
Movement in working capital (56) 1,864
Cash capital expenditures per the cash flow statement 3,682 8,006

C. Borrowings:

1) US\$1.45 billion senior project facility:

On 2 March 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 certain activities in Israel (the "Project Finance Facility").

Once drawn, interest in respect of the Project Finance Facility was charged at LIBOR + 3.75% over months 1 to 12, LIBOR + 4.00% over months 13 to 24, LIBOR + 4.25% over months 25 to 36 and LIBOR + 4.75% over months 37 to 45. There was a commitment fee of 30% of the applicable margin.

The Project Finance Facility was designated to mature in December 2021 and had a bullet repayment on maturity. On 13 January 2021, the Company agreed with its Project Finance Facility lenders a nine- month extension for the facility maturity date, from December 2021 to September 2022.

As of 29 April 2021, the Group withdrew US\$1,268 million from the 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).

On 29 April 2021, the Company fully repaid the Project Finance Facility and, as such, the ultimate parent company guarantee ("PCG") granted by Energean PLC in the amount of US\$90 million, in favor of the Project Finance Facility lenders, 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.

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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

3) Issuance of US\$2,500,000,000 senior secured notes:

On 24 March 2021 ("Issue Date"), Energean Israel Finance Ltd (a 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:

  • Notes in an aggregate principal amount of US\$625 million, maturing on 30 March 2024, with a fixed annual interest rate of 4.500%.
  • Notes in an aggregate principal amount of US\$625 million, maturing on 30 March 2026, with a fixed annual interest rate of 4.875%.
  • Notes in an aggregate principal amount of US\$625 million, maturing on 30 March 2028, with a fixed annual interest rate of 5.375%.
  • Notes in an aggregate principal amount of US\$625 million, maturing on 30 March 2031, with a fixed annual interest rate of 5.875%.

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.

a. 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.

b. Collateral:

The Company had undertook to provide the following collateral in favor of the Trustee:

    1. First rank Fixed charges over the shares of Energean Israel Limited, Energean Israel Finance Ltd and Energean Israel Transmission Ltd, the Karish & Tanin Leases, the gas sales purchase agreements ("GSPAs"), several bank accounts, Operating Permits (once issued), Insurance policies, the Company exploration licenses (Block 12, Block 21, Block 23, Block 31 and 80% of the licenses under "Zone D") and the INGL Agreement.
    1. Floating charge over all of the present and future assets of Energean Israel Limited and Energean Israel Finance Ltd.
    1. Energean Power FPSO (subject to using commercially reasonable efforts, including obtaining Israel Petroleum Commissioner approval and any other applicable governmental authority).

c. Reserves accounts:

On 29 April 2021, following the escrow release as stated above, the Company funded its reserves account as follow:

  1. US\$163.3 million Interest Payment Account for the accrued interest prior to practical completion, accrued interest until 30 June 2022 (less coupons actually paid) and from 30 June 2022 the Interest Reserve Account will be funded 6 months forward.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

    1. US\$100 million Debt Payment Fund that would be released upon achieving three quarters annualized production of 3.8 BCM/year.
    1. Principal Reserve Fund will be funded 50% an upcoming maturity within 12 months for the 3 year and 5 year Notes, and 75% of an upcoming maturity within 18 months for the 7 year and 10 year Notes.

d. Credit rating:

Moody's assigns Ba3 rating the senior secured notes, and S&P Global assigns BB- rating the senior secured notes.

D. Fair value measurements:

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 30 June 2021
Dollars in thousands
Level 1 Level 2 Level 3 Total
Financial assets
Trade and other receivables - 7,337 - 7,337
Loan to related party - 175,884 - 175,884
Long term restricted cash 100,000 - - 100,000
Short term restricted cash 166,241 - - 166,241
Accrued interest income - 990 - 990
Cash and cash equivalents 731,584 - - 731,584
Total 997,825 184,211 - 1,182,036
Financial liabilities
Secured Senior Notes (*) - 2,494,285 - 2,494,285
Derivative liability - 2,405 - 2,405
Trade and other payables - long term - 90,269 - 90,269
Trade and other payables - short term - 140,319 - 140,319
Total - 2,727,278 - 2,727,278

(*) Include short term accrued interest for the Secured Senior Notes in the amount of US\$34,375 thousands as part of trade and other payables.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

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.

Fair values of derivative financial instruments:

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 30 June 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 30 June 2021, the Group recognized derivative liability at the amount of US\$2.4 million.

As of 30 June 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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

E. Trade and other payables:

30 June 31 December
2021 2020
US Dollars in thousands
Current
Financial items
Trade accounts payable (1) 131,519 68,706
Accrued expenses (1) 6,141 1,628
Payables to related parties 2,344 3,381
Deferred license payments due within one year (2) - 14,344
Interest payable (3) 34,375 2,081
Current lease liabilities 154 262
174,533 90,402
Non-Financial items
Social insurance and other taxes 135 87
Income taxes 30 -
165 87
174,698 90,489
Non-current
Financial items
Accrued Expenses to related parties 161 199
Long term lease liabilities 32 8
Sales consideration received in advance (INGL) (4) 35,525 28,979
Deferred license payments (2) 54,712 55,174
90,430 84,360
90,430 84,360
  • (1) The main balance of the Trade Payables and Accrued Expenses as of 30 June 2021 relates to development costs for a total amount of US\$134.45 million (31 December 2020: US\$68.72 million), US\$130.69 million (31 December 2020: US\$67.59 million) included in trade payable and US\$3.76 million (31 December 2020: US\$1.13 million) at the accrued expenses. The change in trade payables represents mainly timing differences and levels of work activity in Karish project. Trade payables are non-interest bearing.
  • (2) In December 2016, the Company acquired the Karish and Tanin offshore gas fields for US\$40.0 million closing payment with an obligation to pay additional consideration of US\$108.5 million plus interest inflated at an annual rate of 4.6% in ten equal annual payments. As at 30 June 2021 the total discounted deferred consideration was US\$54.71 million (as at 31 December 2020: US\$69.52 million). The Sale Purchase Agreement ("SPA") includes provisions in the event of Force Majeure that prevents or delays the implementation of the development plan as approved under one lease for a period of more than ninety (90) days in any year following the final investment decision ("FID") date. In the event of Force Majeure, the applicable annual payment of the remaining consideration will be postponed by an equivalent period of time, and no interest will be accrued in that period of time as well.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 3: FINANCIAL POSITION (Cont.)

Due to the effects of the COVID-19 pandemic which constitute a Force Majeure event, postponing the deferred payment due in March 2022 by the number of days that such Force Majeure event last. As of 30 June 2021, Force Majeure event length has not been finalised as the COVID-19 pandemic continue to affect the progress of the project, and in such the deferred payment due in March 2022 will be made after 1 July 2022.

  • (3) As at 30 June 2021 include accrued interest for the senior secured notes in amount of US\$34,375 thousands (as at 31 December 2020 short term accrued interest for the Project Senior Facility Loan in the amount of US\$2,081).
  • (4) The sales consideration received in advance is related to the agreement with Israel Natural Gas Lines ("INGL") for the transfer of title (the "hand over") of the near shore and onshore part of the infrastructure that will deliver gas from the Enegran Power FPSO into the Israeli national gas transmission grid. There were no additional proceeds received during the period of six months ended 30 June 2021. On 1 July 2021 the Company received the fourth payment at the amount of 18.39 million ILS (approx. US\$5.64 million) from INGL. It is intended that the hand over to INGL will become effective shortly after the delivery of first gas from the Karish field expected in mid-2022.

NOTE 4: COMPREHENSIVE INCOME

A. Operating loss:

For the period of six
months ended
30 June
2021 2020
US Dollars in thousands
General & administration expenses
Payroll costs 719 474
Depreciation and amortisation (Notes 3(A) and 3(B)) 50 149
Auditor fees (*) 118 56
Other General & administration expenses 848 1,208
Total administrative expenses 1,735 1,887
Other expenses
Reversal of prior period provision 5 -
Loss from property, plant and Equipment disposal 23 -
Other expenses - 385
Total other expenses 28 385

(*) In addition to the auditor fees included at the administrative expenses, for the period of 6 months ended on 30 June 2021, the Company incurred US\$250 thousands for audit of special purpose and reporting accountant services in relation to the issuance of the senior secured notes.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 4: COMPREHENSIVE INCOME (Cont.)

B. Net finance income (expenses):

For the period of six
months ended
30 June
2021 2020
US Dollars in thousands
Interest on bank borrowings (1)
Effective interest on secured senior notes (2)
Interest expense on long terms payables (1)
Interest on shareholders loan
Less amounts included in the cost of qualifying assets (3)
76,890
33,791
458
9
(106,823)
4,325
31,907
-
3,345
-
(35,252)
-
Finance and arrangement fees
Other finance costs and bank charges
Interest expenses from Hedging
Unwinding of discount on decommissioning liabilities
Interest on obligations for leases
Less amounts included in the cost of qualifying assets (3)
Total finance costs
13,074
29
6,988
343
29
(15,352)
9,436
2,183
26
398
-
34
(2,615)
26
Interest income from time deposits
Interest income from loans to related parties (4)
Total finance income
818
990
1,808
169
-
169
Net foreign exchange gain (losses) (727) 242
Net finance income (expenses) (8,355) 385
  • (1) See also Note 3(C)(1).
  • (2) See also Note 3(C)(3).
  • (3) See also Note 3(A).
  • (4) See also Note 6(B).

NOTE 5: TAXATION

A. Tax income (expense):

For the period of six
months ended
30 June
2021 2020
US Dollars in thousands
Corporation tax - current year (30) -
Corporation tax - prior years - (1)
Deferred tax 2,601 414
Total taxation income (expense) 2,571 413

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands US Dollars, unless otherwise stated)

NOTE 5: TAXATION (Cont.)

B. Deferred tax:

The deferred taxes, driven from the activity in Israel by the Israeli Branch of the Company, are computed at the average tax rate of 23%, based on the tax rates that are expected to apply upon reversal. The deferred taxes are presented in the statement of financial position as non-current assets. Below are the items for which deferred taxes were recognised:

Property,
plant and
equipment &
intangible
asset
Right of
use asset
IFRS 16
Derivative
asset
Tax losses Deffered
expenses
for tax
Staff leaving
indemnities
US Dollars in thousands
Accrued expenses
and other
short‑term
liabilities and
other long‑term
liabilities
Derivative
liability
Provisions for
decommissioning
Total
At 1 January 2020
Increase (decrease) for the year through:
(2,347) (65) (130) 2,301 5,647 35 178 - - 5,619
Profit or loss
Other comprehensive income
(9,793)
-
3
-
-
130
1,014
-
363
-
28
-
115
-
-
1,591
8,769
-
499
1,721
At 31 December 2020 (12,140) (62) - 3,315 6,010 63 293 1,591 8,769 7,839
At 1 January 2021 (12,140) (62) - 3,315 6,010 63 293 1,591 8,769 7,839
Increase (decrease) for the period through:
Profit or loss
Other comprehensive income
46
-
11
-
-
-
858
-
1,908
-
22
-
(11)
-
553
(1,591)
(786)
-
2,601
(1,591)
At 30 June 2021 (12,094) (51) - 4,173 7,918 85 282 553 7,983 8,849

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 6: SIGNIFICANTS EVENTS AND TRANSACTIONS DURING THE REPORTING PERIOD

A. Company's shareholders transaction completion:

On 29 December 2020, Energean E&P Holdings Limited 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 Limited, and completion took place during February 2021.

B. Loan agreement with Energean E&P Holdings Limited:

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\$346 million was loaned to Energean E&P Holdings Limited.

C. Letter of Credit Facility Agreement:

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 and cash collateral of US\$ 2.96 million.

D. Rig Contract Signed for Drilling Campaign, Offshore Israel:

On June 2021, the Company signed on a contract with Stena Drilling Limited for growth drilling programme offshore Israel during 2022.

The contract is for the drilling of three wells and two optional wells, with the first well expected to spud in the first quarter of 2022. The wells are all expected to be drilled during 2022.

E. Parent Company Guarantees (PCG):

As part of the Company gas sales purchase agreements ("GSPAs"), in order to secure the agreement obligations to the gas buyers, Energean E&P Holdings Limited, the Parent company, granted, during June 2021, a PCG to certain gas buyers in the total amount of US\$38 million. The parent company guarantee will be in force until June 2024.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands US Dollars, unless otherwise stated)

NOTE 7: SIGNIFICANTS EVENTS AND TRANSACTIONS AFTER THE REPORTING PERIOD

A. Compensation to gas buyers due to late supply:

During August 2021 and in accordance with the GSPAs signed with a group of gas buyers, the Company has agreed to pay compensation to these counterparties due to the fact the gas supply date is taking place beyond a certain date as defined in the GSPAs (being 30 June 2021). The compensation will be paid on a monthly basis starting on August 2021 and is estimated at approx. US\$23 million. The compensation is accounted as variable purchase consideration under IFRS 15 hence recognised once production commences and gas is delivered to the offtakers.

B. Gas buyer request for arbitration:

During August 2021 a gas buyer sent a request for the International Court of Arbitration ("ICC") asking for arbitration on its rights of termination due to the fact the gas supply date is taking place beyond a certain date which defined in the GSPA. If the agreement it is terminated, the Company has identified multiple alternative routes to monetise those gas volumes (being 0.8 Bcm/yr), including both domestic and international markets, and hence is confident of profitably selling them.

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