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TALIUS GROUP LIMITED Annual Report 2010

Feb 27, 2011

65893_rns_2011-02-27_fe4fdf62-cecd-46cf-be47-81f52c1a6ed0.pdf

Annual Report

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ADVANCE ENERGY LIMITED ACN 111 823 762

Appendix 4E Preliminary final report (Unaudited)

Financial year ended 31 December 2010

Appendix 4E Preliminary Final Report Financial year ended 31 December 2010

Contents 1. RESULTS FOR ANNOUNCEMENT TO THE MARKET ....................................................... 2 2. COMMENTARY ........................................................................................................................ 3 3. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .................................... 5 4. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................. 6 5. CONSOLIDATED STATEMENT OF CASH FLOW ............................................................... 7 6. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .............................................. 8 7 . NOTES TO THE FINANCIAL STATEMENTS ...................................................................... 9 8. COMPLIANCE STATEMENT ................................................................................................ 12

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 1

Appendix 4E Preliminary Final Report Financial year ended 31 December 2010

1. RESULTS FOR ANNOUNCEMENT TO THE MARKET

Revenues from continuing
operations
Loss from continuing
operations after tax
attributable to members
Net loss for the period
attributable to ordinary
shareholders
Net tangible assets
Net tangible assets per
security
Year ended
31 December
Change
Up/Down
Percentage
change
2010
2009
A$’000
A$’000
2,194
2,361
167
Down
7.07%
(9,140)
(3,926)
(5,214)
Up
132.80%
(9,140)
(3,926)
(5,214)
Up
132.80%
(4,865)
4,495
(9,360)
Down
208.23%
(2.23)
2.87
(5.1)
Down
177.70%

Financial results in general were affected by the appreciation of the Australian dollar against the US dollar and fluctuations in oil and gas pricing throughout the course of the year.

No dividends were paid or are proposed for the current or corresponding period.

The group has a 50% working interest in the Mother Lode 3 project in Martin County, Permian Basin, Texas. This interest is carried at cost of approximately US$730,000 in the consolidated balance sheet at 31 December 2010. On 17 June 2009, in an announcement to the market, and based upon an independent assessment of proved, probable and possible reserves for Mother Lode 3, an unrisked PV10 valuation considerably in excess of the carrying value was assessed. Further we note that during 2010 the first well in the prospect (Roman 27-1) was drilled and completed as a producer, thereby enhancing this project further as an oil and gas producing asset. However, we are advised that in spite of the reserves, and in spite of the successful drilling of the Roman 27-1 well, current accounting standards do not allow the group to make a revaluation of its interest. Were we able to reflect just some of the value attributed to this asset in the 2009 independent assessment, on our consolidated statement of financial position we would be reporting a net tangible asset position at 31 December 2010. Further we note that the group is in a $1.811 million net current asset position as at 31 December 2010, and that more than 80% of total liabilities do not fall due until 31 December 2014.

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 2

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

2. COMMENTARY

Operational Review

In the year ending 31 December 2010, the company posted an unaudited loss after tax of AUD $9,140,160 of which almost $6 million arises from a book loss on the sale of oil and gas assets during the year..

Acquisitions

During the year the Company acquired minor overriding royalty interests increasing its net revenue interest in the Martin West project from 55.5% to 62%.

Divestments

In the first half of 2010, the Company undertook a review of its projects and determined to reduce its debt levels by divesting part or all of its mature assets. Advance entered a marketing agreement with PLS Inc for the development of a divestment process. In December 2010, the Company sold its interests in the Mother Lode 1, Martin West and Possum Kingdom projects for USD $11,300,000 enabling it to retire its bank debt of USD 3.1 million and its unlisted notes of AUD 5.3 million. At 31 December 2010 it retained cash reserves of AUD 2.5 million.

Development

Advance undertook behind pipe workovers of the Cazares#2 well (Mother Lode 1), Holt#5 and Holt#6 wells (both Martin West).

2010 versus 2009 Operational Comparison

2009 2010 (Nine months)
Net Gas Production
(MCF)
112,169 87,245
Net Oil Production
(Barrels)
20,906 18,286
RevenueUSD $1,911,611 $2,077,158
Workovers Performed 3 3
AcquisitionsUSD $2,816,000 $330,000
DivestmentsUSD $2,015,000 $11,300,000

Placement of Shares and Rights Issue

During the year, Advance undertook a placement of 23,000,000 shares at one cent per share raising $230,000 before costs. It then undertook a 1 for 1 rights issue of shares at the same price issuing a further 38,058,173 shares to raise an additional $380,582 before costs.

Options Issue

In November 2010, Advance undertook a renounceable rights issue of options on the basis of 14 options for every 15 shares held at an issue price of 0.1 cents per option. The options are exercisable at 3 cents per share on or before 31 August 2012. The rights issue was fully subscribed and resulted in the issue of 202,931,768 options raising an additional $202,932 before costs.

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 3

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

Unlisted Convertible Notes

As a result of the sale of assets, Advance redeemed its outstanding unlisted convertible notes early thereby reducing its annual interest expense by over $600,000.

Sterling Bank

On settlement of the sale of its interests in Martin West, Possum Kingdom and Mother Lode 1, Advance repaid the balance of its loan facility. However, it has retained its USD 40 million line of credit.

Director Appointments

Mr Alex Bajada, Chairman of the Company since prior to listing in 2006, retired as a Director of the Company on 21 June 2010. Mr Paul Berresford, who appointed as a Non-Executive Director on 14 September 2009, was not reappointed at the Annual General Meeting in May 2010.

Likely Developments

Advance retains its interests in the Mother Lode III project on which the Roman 27-1 well was drilled and completed as a producer in 2010 by the operator, Endeavor Energy Resources. Advance currently intends to participate in further developments on the Greene prospect as they are proposed by Endeavor. The drilling of the Roman 27-1 well has further enhanced the value of the Mother Lode III asset, situated in the long life, slow decline Permian Basin area of Texas. The group’s interest is only carried at a cost of US$730,000 in the consolidated balance sheet, which doesn’t reflect its considerable value, and significant proved and probable reserves.

In addition the Board is actively reviewing new projects in the energy sphere, both within the US and elsewhere.

Subsequent Events

There were no significant events subsequent to the end of the financial period

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 4

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

3. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2010

Notes
Revenue
Other income
Loss on sale of asset
Direct costs attributed to reserves
Depreciation & depletion of oil and gas properties
Employee benefits expense
Derivative instruments
Administrative expenses
Finance costs
Share of profits/(losses) of Joint Venture entity
accounted for using the equity method
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income
Exchange differences on translation of foreign
operations
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Loss is attributable to
Owners of Advance Energy Ltd
Total comprehensive income for the half year is
attributable to:
Owners of Advance Energy Ltd
Loss per share
Basic (cents per share)
Diluted (cents per share)
Group
2010
2009
$’000
$’000
2,194
2,361
14
58
(5,990)
(268)
(1,023)
(854)
(1,062)
(1,313)
-
-
(48)
(226)
(1,665)
(2,580)
(1,465)
(1,104)
-
-
(9,045)
(3,926)
(95)
-
(9,140)
(3,926)
(1,021)
(4,111)
(1,021)
(4,111)
(10,161)
(8,037)
(9,140)
(3,926)
(9,140)
(3,926)
(10,161)
(8,037)
(10,161)
(8,037)
(4.95)
(2.9)
-
-

The Statement of Comprehensive Income should be read in conjunction with the accompanying notes to the financial statements.

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 5

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

4. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2010

Note
Current Assets
Cash and cash equivalents
Receivables
Current Portion of Commodity Financial Instruments
Total current assets
Non current Assets
Property, plant and equipment
Oil and gas properties
Computers and other equipment
Other financial assets
Escrowed Funds
Non Current Portion of Commodity Financial Instruments
Total non current assets
Total Assets
Current Liabilities
Payables
Provisions
Investment in associate liability
Interest bearing liabilities
3
Total current liabilities
Non current liabilities
Deferred tax liability
Interest bearing liabilities
3
Total non current liabilities
Total Liabilities
Net Assets
Equity
Issued share capital
4
Reserves
Accumulated losses
Total Equity
Group
2010
$’000
2009
$’000
2,546
1,255
71
-
434
77
2,617
1,766
-
443
699
18,373
11
-
27
988
18
-
-
755
19,804
3,372
21,570
747
385
29
233
-
-
785
686
1,561
1,302
-
-
6,676
15,773
6,676
15,773
8,237
17,075
(4,865)
4,495
16,144
15,547
(483)
333
(20,526)
(11,385)
(4,865)
4,495

The Balance Sheet should be read in conjunction with the accompanying notes to the financial statements.

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 6

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

5. CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE YEAR ENDED 31 DECEMBER 2010

Note
Cash flows from operating activities
Receipts from customers
Payments to suppliers and staff
Interest received
Derivative instruments
Interest and borrowing costs
Other income
Net cash provided by/ (used in) operating activities
Cash flows from investing activities
Purchase of oil and gas assets/properties
Sale of oil and gas properties
Purchase of plant and equipment
Net cash provided by/ (used in) investing activities
Cash flows from financing activities
Proceeds from issues of shares
Financing costs
Proceeds from borrowings
Repayments of borrowings
Net cash flows provided by financing activities
Net increase in cash held
Cash and cash equivalents at the beginning of the financial period
Foreign exchange adjustment
Cash and cash equivalents at the end of the financial period
Group
2010
$’000
2009
$’000
2,556
2,853
(2,675)
(6,044)
14
58
-
(206)
(1,465)
(1,250)
-
-
(1,570)
(4,589)
(1,247)
11,307
(3,511)
2,298
(2)
-
10,061
(1,213)
819
2,500
(15)
(153)
893
5,465
(9,122)
(2,804)
(7,427)
5,008
1,063
(794)
1,255
228
2,421
(372)
2,546
1,255

The statement of Cash Flows should be read in conjunction with the accompanying notes to the financial statements.

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 7

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

6. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Period ended
31 December 2010
$’000
Balance at beginning of
period
Loss for the period
Currency translation on
foreign operations
Total comprehensive
income for half year
Transactions with equity
holders in their capacity as
equity holders
Issues of share capital, net
of transaction costs
Balance at 31 December
2010
Period ended
31 December 2009
$’000
Balance at beginning of
period
Loss for the period
Currency translation on
foreign operations
Total comprehensive
income for half year
Transactions with equity
holders in their capacity as
equity holders
Issues of share capital, net
of transaction costs
Balance at 31 December
2009
Issued
Capital
Equity
Reserve
Option
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
losses
TOTAL
15,547
150
1,822
(1,639)
(11,385)
4,495
-
-
-
-
(9,140)
(9,140)
-
-
-
(1,021)
-
(1,021)
-
-
-
(1,021)
(9,140)
(10,161)
597
-
204
-
-
801
16,144
150
2,026
(2,660)
20,525
(4,865)
Issued
Capital
Equity
Reserve
Option
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
losses
TOTAL
12,692
150
1,822
2,472
(7,459)
9,677
-
-
-
-
(3,926)
(3,926)
-
-
-
(4,111)
-
(4,111)
-
-
-
(4,111)
(3,926)
(8,037)
2,855
-
-
-
-
2,855
15,547
150
1,822
(1,639)
(11,385)
4,495

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes to the financial statements

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 8

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

7 . NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009

1. BASIS OF PREPARATION OF PRELIMINARY FINAL REPORT

This preliminary final report for the year ended 31 December 2010 has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

The accounting policies adopted and methods of computation have been consistently applied in this preliminary final report as compared to all years presented unless otherwise stated. Reference should be made to previous financial reports.

This report is based on financial statements which are subject to audit.

2. REVENUE FROM CONTINUING OPERATIONS

Oil and gas sales
3. INTEREST BEARING LOANS AND BORROWINGS
Current
Short term loans –
secured
-
unsecured
Non-current
Convertible Notes – unsecured
Convertible Notes – listed
Face value of the note
Interest accrued
Bank loan – secured
4. ISSUED CAPITAL
4.1 Ordinary shares
217,676,895 fully paid ordinary shares (2009: 156,367,722)
Movements in shares on issue
Beginning of period
Shares issued during the period
61,309,173 fully paid ordinary shares @$0.01
GROUP
2010
$’000
2009
$’000
2,194
2,361
GROUP
2010
$’000
2009
$’000
-
785
-
630
785
630
-
5,250
6,678
6,650
6,678
11,900
-
66
-
11,966
-
3,806
6,678
15,772
GROUP
2010
$’000
2009
$’000
16,144
15,547
15,547
12,692
613
3,006
16,160
15,698

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 9

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

Less capital raising costs

End of period

(16) (151)
16,144 15,574
  • (a) Effective 1 July 1998 the Corporations Legislation in place abolished the concepts of authorised capital and par value of shares. Accordingly the Parent does not have authorised capital or par value in respect of issued shares.

  • (b) Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.

  • (c) At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

4.2 Options

The movements in options over ordinary shares during the year were as follows:

2010
Expiry Date
Exercise
Price
Number at
beginning
of period
Issued Exercised Expired during the
period
Number at
end of period
31 August 2012
$0.03
202,931,76
-
-
202,931,768
31 December 2010
$0.25
13,850,000
-
-
13,850,000
-
15 December 2009
$0.60
5,000,000
-
-
5,000,000
-
29 December 2009
$0.65
250,000
-
-
250,000
-
31 December 2010
$0.40
250,000
-
250,000
-
19,350,000
-
-
19,350,000
202,931,768
2009
Expiry Date
Exercise
Price
Number at
beginning of
period
Issued Exercised Number at end
ofperiod
31 December 2010
$0.25
13,850,000
-
-
13,850,000
15 December 2009
$0.60
5,000,000
-
-
5,000,000
29 December 2009
$0.65
250,000
-
-
250,000
31 December 2010
$0.40
250,000
-
250,000
19,350,000
-
-
19,350,000

4.3 Converting Preference Shares

All convertible preference shares were issued during the period ended 31 December 2005. The movement in Converting Preference Shares during the year were as follows:

2010
Class
No. at beginning
Issued Converted No. at end of
ofperiod into ords period
CPS - B 5 - - 5
CPS - C 2 - - 2
CPS- D 2 - - 2
9 - - 9
2009
Class
No. at beginning
Issued Converted No. at end of
ofperiod into ords period
CPS - B 5 - - 5
CPS - C 2 - - 2

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 10

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

CPS- D 2 - - 2
9 - - 9

Each Converting Preference Share (CPS) converts into 1,000,000 ordinary shares as follows:

CPS-A – upon the Company’s shares being listed on the main board of the ASX; these were converted into ordinary shares on date of listing, being 2 June 2006. CPS-B – upon the Company achieving production of 500 BOEPD CPS-C – upon the Company achieving production of 1000 BOEPD CPS-D – upon the Company achieving production of 1500 BOEPD

5. EARNINGS PER SHARE

5. EARNINGS PER SHARE
GROUP
2010 2009
$’000 $’000
Reconciliation of earnings to net loss
Net loss (9,140) (3,926)
Earnings/(loss) used in the calculation of basic and
dilutive EPS (9,140) (3,926)
Number Number
Weighted average number of ordinary shares
outstanding during the period used in calculation of 184,484,575 134,311,390
basic and dilutive EPS

Details of the shares issued are included under note 5. Dilutive EPS is not reflected as it would result in the reduction of the loss per share.

6. INTERESTS IN JOINT VENTURES

As at 30 June 2010, the investment in the associate is not brought to account as the Company’s share of losses exceeds its interest in the associate and as such these further losses are not recognised.

7. SUBSIDIARIES

The Company has the following Subsidiaries at all times during the year.

Name of Subsidiary Place of Percentage held Percentage held
Incorporation 2009 2008
Advance Exploration and Production,
Inc Texas USA 100% 100%
AEPI Midstream,Inc Texas USA 100% 100%
Advance Wolfberry,Inc Texas, USA 100% -

Advance Exploration and Production, Inc was incorporated on 1 July 2005 with initial issued capital of US$1,000 (A$1,282).

AEPI Midstream was incorporated on 20 September 2006 to hold the Group’s midstream assets, with initial issued capital of US$1,000 (A$1,282).

ADVANCE ENERGY LIMITED Preliminary Final Report ASX CODE: AVD www.advanceenergyltd.com.au

pg. 11

Appendix 4E Preliminary Final Report

Financial year ended 31 December 2010

8. COMPLIANCE STATEMENT

  • 8.1 This report is based on accounts which are currently in the process of being audited.

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____ David Ballantyne Company Secretary

Date: 28 February 2011