Urals Energy Plc Regulatory News (UEN)

RNS Number : 3932S

Urals Energy Public Company Limited

09 September 2010

 

 

 

9 September 2010

 

Urals Energy Public Company Limited

("Urals Energy" or the "Company")

 

2010 Interim Results

 

Urals Energy (LSE: UEN), an independent exploration and production company with operations in Russia, today announces its interim results for the six months ended 30 June 2010.

 

 

Financial

·; Operating profit of US$1.6 million (for the six months ended 30 June 2009: loss of US$126.9 million) as result of implementation of substantial cost reduction program and increase in oil prices

·; Net profit of US$1.6 million as compared with net loss of US$440 million for the six months ended 30 June 2009

·; Net cash position of US$2.4 million at 30 June 2010 (US$4.5 million as at 31 December 2009)

·; Selling, general and admin expenses in 2010 reduced by 55% from the same period last financial year

·; Interest expense of US$1.0 million as compared with US$58.6 million for the six months ended 30 June 2009

·; Debt to largest creditor Petraco was restructured to a long-term debt with only US$7.0 million remaining short-term

 

 

Operational

·; Average daily production for the six months ended 30 June 2010 decreased to 2,084 BOPD (4,251 BOPD for the six months ended 30 June 2009) following the divestiture of Dulisma in 2009

·; Total production from Arcticneft increased to 121,605 barrels from 115,114 barrels in for the six months ended 30 June 2009

·; Total production from Petrosakh decreased to 255,655 barrels from 332,173 barrels in for the six months ended 30 June 2009

·; Current daily levels of production at Arcticneft increased to 715 BOPD from an average of 672 BOPD for the six months ended 30 June 2010

·; Current daily levels of production at Petrosakh increased to 1,596 BOPD from an average of 1,412 BOPD for the six months ended 30 June 2010

·; In June 2010 the first of three sidetrack wells was spudded at Petrosakh - completion expected in September 2010

·; Installed four rod pumps on wells 7, 28, 34 and 47 at Petrosakh

·; Commenced production of high octane gasoline at Petrosakh

·; First export loadings of 211,500 barrels at Arcticneft was shipped in August 2010

 

 

Corporate

·; As part of the restructuring agreement, Petraco converted US$2.0 million of the capital outstanding into 8,693,006 ordinary shares in Urals Energy and received an option to acquire 12,576,688 additional new ordinary shares for US$5.0 million.

 

Outlook

·; Focused on early production increase from existing wells

·; Complete geological studies in 2010 to develop a drilling program at Arcticneft in 2011

·; Assess potential growth opportunities to maximise synergies with current asset portfolio

 

Enquiries:

 

Allenby Capital Limited Nominated adviser and broker	+44 (0)20 3328 5656
Nick Naylor
Alex Price
Pelham Bell Pottinger	+44 (0)20 7861 3894
Mark Antelme
Evgeniy Chuikov Jenny Renton

 

 

 

CEO STATEMENT

 

 

When we entered 2010 our focus moved to restarting operations and renegotiating our remaining commitments with Petraco and I am pleased to report that both of these objectives were delivered in the first half of 2010. With Petraco, we were able to reach an agreement which significantly extended the repayment of the financing facility through to the end of 2013 and which we are confident of meeting from cash flows from our existing production.

 

At the same time as completing the Petraco refinancing, we also recommenced operations at both Arcticneft and Petrosakh which were put on hold in 2008 as a result of our constrained financial situation. Both licenses have a long history of production and have combined proved and probable reserves of 58 mmbbls.

 

At Petrosakh, we completed the workover on well 47, reperforated well 34 and optimised water injection on well 42. This work programme produced immediate results, reversing production decline and increasing daily production to 1,596 bopd. As reported on 4th June 2010 we also spudded the first sidetrack well 35b. Unfortunately as result of poor performance of a contractor, completion of the well has been delayed. The Company has since changed contractors and drilling recommenced in late August with production scheduled for late September.

 

In May 2010 we also began first deliveries of Gasoline 92 which increases our netbacks and allows for uninterrupted year round gasoline sales by the Company. Urals, along side Rosneft, is the only supplier of this type of fuel to Sakhalin where demand outstrips supply.

 

 

Current trading and outlook

 

Following delays with the drilling of the side track well 35b at Petrosak, the Directors are hopeful that this will be completed in September 2010 and will provide a further update once completed.

 

The Company intends to load a second tanker at Arcticneft during the autumn and the proceeds from the sale of this oil will provide the Company with sufficient capital in order to continue to operate the business until the next tanker collection in July 2011.

 

 It is the board's strategy to continue to investigate ways to maximise production from the Company's existing assets at Petrosak and Arcticneft and the Directors look forward to reporting further developments as they occur.

 

Following the significant capital restructure undertaken in 2010 and 2009, the Directors view the future of the Company with increasing confidence.

 

 

Financial Results

 

Operating Environment

The six months ended 30 June 2010 were characterised by stable crude oil market price at an average level of US$75 per barrel. Domestic prices for light oil products ranged from US$70 to US$75 per barrel thus securing the Company's operating cash flows at a level sufficient to maintain its operations and comply with license requirements at both fields.

 

There were no deliveries of crude oil exported from Arcticneft during the reporting period, resulting in 47.2 thousand tons of crude oil that remained in stock until August 2010, when 26.8 thousand tons of crude oil were shipped. Arcticneft is highly dependent on weather conditions as it can only ship crude oil during the period from July to December.

 

The first tanker from Arcticneft was shipped in the second half of August 2010 and the next tanker is expected at the end of October 2010.

 

At the same time, at Petrosakh, the Company accelerated production and sales of refined products thus securing the Company's liquidity during the period of non deliveries from Arcticneft.

 

 

Operating Results

 

$ '000	Period ended 30 June:
	2010	2009
Gross revenues before excise, export duties	11,690	15,140
Net revenues after excise, export duties and VAT	11,078	15,086
Gross profit/(loss)	2,561	(116,539)
Operating profit/(loss)	1,554	(126,926)
Management EBITDA	79	(2,621)
Total net finance costs	(585)	(339,598)
Profit/(loss) for the period	1,558	(439,987)

 

 

Gross Revenues ($'000) 

	Period ended 30 June:
	2010	2009
Crude oil	1,523	5,927
Export sales	-	-
Domestic sales (Russian Federation)	1,523	5,927
Petroleum (refined) products - domestic sales	9,779	8,425
Other sales	388	787
Total gross revenues	11,690	15,140

 

For the six months ended 30 June 2010, total gross revenues declined by US$3.5 million as a result of decreased sales volumes totaling 210,385 barrels for the six months ended 30 June 2010 (compared with 552,865 barrels for the six months ended 30 June 2009) following the divestment of Dulisma. The decline was partially off-set by a higher crude oil net back price of US$40.33 per barrel for the six months ended 30 June 2010 (US$15.34 per barrel for the six months ended 30 June 2009) and higher average net back prices for petroleum (refined) products of US$49.84 per barrel for the six months ended 30 June 2010 (US$41.39 for the six months ended 30 June 2009). Netback, in the case of domestic crude oil sales, is the gross sales net of VAT. Netback for domestic product sales is defined as gross product sales minus VAT, transportation, excise tax and refining costs.

 

A sharp decrease in domestic sales of crude oil was due to divestiture of Dulisma in 2009 and acceleration of refining and sales of refined products at Petrosakh.

 

For the six months ended 30 June 2010 all domestic sales of crude oil and almost all petroleum (refined) products related to Petrosakh. During the six months ended 30 June 2010 Arcticneft sold petroleum (refined) products to FGUP "ArcticMorNefteGazRazvedka" ("AMNGR") for US$307,000 (US$366,000 for the six months ended 30 June 2009).

 

 

 Summary table: Net backs ($/bbl) 

	Period ended 30 June:
	2010	2009
Crude oil	40.33	15.34
Export sales	-	-
Domestic sales (Russian Federation)	40.33	15.34
Petroleum (refined) products - domestic sales	49.84	41.39

 

 

Gross profit (net revenues less cost of sales) for the first half of 2010 increased to US$2.6 million from a loss of US$116.5 million for the six months ended 30 June 2009. The main driver of the loss in 2009 was an impairment charge recognised by the Company in the amount of US$122 million associated with the impairment of Dulisma and Taas. According to IFRS, these expenses were included in the cost of sales. Without this write-off, the Gross Profit in 2009 would have been US$5.6 million.

 

Selling, General and Administrative expenses decreased for the six months ended 30 June 2010 by US$5.7 million to US$4.6 million from US$10.4 million for the six months ended 30 June 2009. This was primarily caused by the initiation of cost reduction programme in the holding company and management company and as result of the divestment of the Dulisma during 2009. More than 70% of the head count in the management company in Moscow was reduced.

 

As a result of cost reduction programme the Company had an Operating Profit of US$1.6 million during the first half of 2010 as compared with an Operating Loss of US$126.9 million for the six months ended 30 June 2009.

 

The net finance costs during the first half of 2010 were US$585,000 and net interest benefit was US$969,000 (for the six months ended 30 June 2009: net finance cost of US$340 million and net interest expense of US$56.6 million). These costs decreased substantially as result of the settlement of all liabilities to Sberbank during 2009 through a sale of Dulisma and Taas.

 

Decrease of Production expenses, Selling, General and Administrative expenses and Finance costs in 2010 resulted in a Net Profit of US$1.6 million compared with a Net Loss of US$440 million for the six months ended 30 June 2009 and Consolidated Management EBITDA in the six months ended 30 June 2010 was US$79,000 as compared with a loss of US$2.6 million during the six months ended 30 June 2009.

 

Management EBITDA ($'000) - Unaudited

	Period ended 30 June:
	2010	2009
Profit/(loss) for the period	1,558	(439,987)
Net interest cost	585	339,598
Income tax	(589)	(26,538)
Depreciation, depletion and amortization	1,238	355
Total non-cash expenses	1,234	313,415
Share-based payments	383	1,823
Impairment of property, plant and equipment	-	122,127
Gain from disposal of property, plant and equipment	(1,227)	-
Release of provision for inventory	(1,869)	-
Total non-recurrent and non-cash items	(2,713)	100,329
Normalised EBITDA	79	(2,621)

 

 

Cash Flow

 

The Company's cash position for the six months ended 30 June 2010 didn't change significantly as compared with the six months ended 30 June 2009. The Group used US$3.3 million on operating activities, primarily financing production at Arcticneft and working capital associated with that production (the Company pays operating expenses and production taxes at the time crude is produced, whilst the sales of crude at Arcticneft take place only twice a year due to seasonality of shipments).

 

This deficit was financed by operating cash flows and partially financed by cash inflows from investing activity. During the first half of 2010 Arcticneft sold its office building for US$2.0 million gross with VAT and now it is renting back a smaller office space in the same building from the purchaser. This operation was profitable for the Company, since the costs of maintaining the building are high compared with the renting expenses and immediate cash from the sale of the building allowed to its finance current operations of the Company.

 

 

Net debt Position

 

As at 30 June 2010 the Company had net cash of US$2.4 million (calculated as Long-term and Short-term debt plus payables to Finfund and to shareholders less cash in bank, less loan receivable from Taas and less Loans issued to related parties). As at 31 December 2009 net cash was US$4.5 million.

 

Accounts payable and accrued expenses of US$14.7 million at the period end mainly represented outstanding accounts payable to Finfund with the maximum liability of US$4.4 million at 30 June 2010 for the pledge fee, accounts payable to the Shareholders in the amount of US$2.2 million and a liability to AMNGR in the amount of US$1.6 million for the crude oil, which the Company acquired at the end of 2009 and couldn't load because of adverse weather conditions in December 2009. At period end, the Company had 23,599 metric tons of crude oil purchased from AMNGR which were loaded from Arcticneft in August 2010.

 

On 2 June 2010 the Company was notified that Finfund Limited had exercised its rights to acquire 13,000,000 existing Urals Energy shares with a nominal value of US$0.0063 per share from entities beneficially owned by two directors (being Leonid Y. Dyachenko and Aleksey V. Ogarev) and another significant shareholder (being Vyacheslav V. Rovneiko) (together the "Pledge Shareholders") pursuant to a share pledge agreement dated 26 November 2007 (the "Share Pledge Agreement").

 

The Share Pledge Agreement was entered into by entities beneficially owned by the Pledge Shareholders and secured various obligations of the Company under the terms of a sale and purchase agreement dated 26 November 2007 (the "SPA") relating to the acquisition by Urals of Taas-YuriakhNeftegazodobycha (the "Acquisition"). Such obligations included certain pledge fees which Finfund Limited are now claiming are owed by the Company. Based on Company's alleged defaults in respect of the payment of such fees, Finfund Limited has chosen to exercise its rights under the Share Pledge Agreement to acquire 13,000,000 shares in the Company from entities beneficially owned by the Pledge Shareholders (the "Pledged Shares").

 

In consequence of the exercise of Finfund Limited's rights as described above, any liability owed by the Company to Finfund Limited has been reduced by US$2.2 million. This liability, whilst reducing any obligations of the Company to Finfund Limited, has transferred to the Pledge Shareholders in proportion to the number of shares transferred by them under the Share Pledge Agreement. The Company disputes that it owes any pledge fees to Finfund Limited and is in the process of formulating a response to Finfund Limited.

 

In April 2010 the Company and its largest creditor Petraco Oil Company ("Petraco") reached an agreement to restructure the debt owed to Petraco with the repayment schedule allowing for a more gradual repayment of the outstanding liability and providing additional security to Petraco. Additionally, Petraco converted US$2.0 million of the liability to 8,693,006 new ordinary shares in the capital of the Company and received an option to acquire 12,576,688 new ordinary shares in the capital of the Company for US$5.0 million. The Company classified US$7.0 million of the US$33.9 million as current portion of a long-term debt in its financial statements and the remaining part as long-term debt. As at 30 June 2010 the long-term part amounted to US$25.8 million. As part of this restructuring agreement, Petraco have the right to appoint one non-executive to the board of the Company.

Sincerely,

 

Alexei Maximov

Chief Executive Officer

 

 

 

Urals Energy Public Company Limited

Interim Condensed Consolidated Financial Information (unaudited) As of and for the Six Months Ended 30 June 2010

Urals Energy Public Company Limited Interim Condensed Consolidated Statement of Financial Position (unaudited) (presented in US$ thousands)		30 June 2010	31 December 2009
	Note
Assets
Current assets
Cash and cash equivalents		237	2,361
Accounts receivable and prepayments		10,214	11,264
Inventories	7	25,293	16,867
Total current assets		35,744	30,492
Non-current assets
Property, plant and equipment	5	57,888	62,524
Supplies and materials for capital construction		2,207	2,289
Other non-current assets	6	37,116	35,330
Total non-current assets		97,211	100,143
Total assets		132,955	130,635
Liabilities and equity
Current liabilities
Accounts payable and accrued expenses	8	14,688	20,697
Income tax provision		3,759	3,759
Other taxes payable		2,253	2,360
Short-term borrowings and current portion of long-term borrowings	10	7,629	33,978
Advances from customers	9	8,500	2,090
Derivative financial instruments		170	56
Total current liabilities		36,999	62,940
Long-term liabilities
Long-term borrowings	10	25,775	-
Long-term finance lease obligations		434	610
Dismantlement provision		1,262	1,223
Deferred income tax liabilities		3,370	3,921
Total long-term liabilities		30,841	5,754
Total liabilities		67,840	68,694
Equity
Share capital		1,188	1,131
Share premium		646,462	644,135
Currency translation		(29,141)	(28,373)
Accumulated deficit		(553,394)	(554,976)
Equity attributable to shareholders of Urals Energy Public Company Limited		65,115	61,917
Non-controlling interest		-	24
Total equity	11	65,115	61,941
Total liabilities and equity		132,955	130,635

Approved on behalf of the Board of Directors on 8 September 2010

 

A.D. Maximov Chief Executive Officer		G.B. Kazakov Chief Financial Officer

 

 

Urals Energy Public Company Limited Interim Condensed Consolidated Statement of Comprehensive Income (unaudited) (presented in US$ thousands)		Six months ended 30 June:
	Note	2010	2009
Gross revenues	12	11,690	15,140
Less: excise taxes		(612)	(54)
Net revenues after excise taxes and VAT		11,078	15,086
Cost of sales	13	(8,517)	(9,499)
Impairment charges		-	(122,127)
Gross profit/(loss)		2,561	(116,540)
Selling, general and administrative expenses	14	(4,647)	(10,386)
Other income	15	3,640	-
Total operating costs		(1,007)	(10,386)
Operating profit/(loss)		1,554	(126,926)
Interest income	10	2,012	2,056
Interest expense	10	(1,043)	(58,619)
Foreign currency losses		(1,554)	(3,881)
Loss from disposal of assets held for sale		-	(1,090)
Loss from joint venture operations		-	(237,585)
Change in fair value of financial derivatives		-	(40,480)
Profit/(loss) before income tax		969	(466,525)
Income tax (expense) / benefit		589	26,538
Profit/(loss) for the period		1,558	(439,987)
Attributable to: - Non-controlling interest		(24)	(62)
- Shareholders of Urals Energy Public Company Limited		1,582	(439,925)
Energy Public Company Limited Energy Public Company Limited basic and diluted profit/(loss) per share (in US dollar per share)		0.0086	(2.4561)
Weighted average shares outstanding attributable to basic and diluted shares		184,098,227	179,117,156
Profit/(loss) for the period		1,558	(439,987)
Other comprehensive income/(loss):
- Effect of currency translation		(768)	(20,911)
- Cumulative translation adjustment relating to disposed subsidiaries		-	2,080
Total comprehensive loss for the period		790	(458,818)
Attributable to: - Non-controlling interest		(24)	(72)
- Shareholders of Urals Energy Public Company Limited		815	(458,746)

 

Urals Energy Public Company Limited Interim Condensed Consolidated Statement of Cash Flows (unaudited) (presented in US$ thousands)		Six months ended 30 June:
	Note	2010	2009
Cash flows from operating activities
Loss before income tax		970	(466,525)
Adjustments for:
Depreciation, depletion and amortisation	5	2,317	355
Decrease of fair value of warrants		114	-
Decrease of fair value of financial derivatives		-	40,480
Loss from joint venture operations		-	237,585
Share-based payments	11	383	1,823
Interest income	10	(2,012)	(2,056)
Interest expense	10	1,043	58,619
Loss from disposal of assets held for sale		-	1,090
Release of provision for inventory	15	(1,869)	(642)
Impairment charges		-	122,127
Foreign currency losses		1,554	3,881
Gain from disposal of property, plant and equipment	15	(1,223)	-
Other		(155)	55
Operating cash flows before changes in working capital		1,122	(3,208)
Increase in inventories		(7,071)	(4,379)
Decrease in accounts receivables and prepayments		2,089	2,873
(Decrease)/increase in accounts payable and accrued expenses		(5,788)	208
Increase/(decrease) in advances from customers		6,474	(4,357)
(Decrease)/Increase in other taxes payable		(107)	10,898
Cash (used in) / generated from operations		(3,283)	2,035
Interest received		-	72
Income tax received		-	380
Net cash (used in) / generated from operating activities		(3,283)	2,487
Cash flows from investing activities
Purchase of property, plant and equipment		(789)	(1,840)
Proceeds from sale of property, plant and equipment		1,771	-
Proceeds from sale of subsidiaries, net of cash disposed		-	(52)
Change in loans issued		-	25
Net cash generated from/(used in) investing activities		982	(1,867)
Cash flows from financing activities
Proceeds from borrowings, net of borrowing costs		565	-
Finance lease principal payments		(396)	(180)
Net cash generated from/(used in) financing activities		169	(180)
Effect of exchange rate changes on cash and cash equivalents		7	(24)
Net (decrease) / increase in cash and cash equivalents		(2,124)	416
Cash and cash equivalents at the beginning of the period		2,361	1,272
Ñash and cash equivalents at the end of the period		237	1,688
Cash and cash equivalents at the end of the period of the Group, excluding those classified as held for sale		237	1,190
Cash and cash equivalents at the end of the period of the assets classified as held for sale		-	498

 

 

 

 

 

 

 

Urals Energy Public Company Limited Interim Condensed Consolidated Statement of Changes in Shareholders' Equity (unaudited) (presented in US$ thousands)
		Share capital	Share premium	Currency translation	Accumulated deficit	Equity attributable to Shareholders of Urals Energy Public Company Limited	Non-controlling interest	Total equity
Balance at 1 January 2009		1,122	640,080	(40,321)	(251,045)	349,723	105	349,828
Effect of currency translation		-	-	(20,901)	-	(20,901)	(10)	(20,911)
Cumulative translation adjustment relating to disposed subsidiaries		-	-	2,080	(2,080)	-	-	-
Loss for the period		-	-	-	(437,845)	(437,845)	(62)	(437,907)
Total comprehensive loss		-	-	(18,821)	(439,925)	(458,746)	(72)	(458,818)
Share issue		9	(9)	-	-	-	-	-
Share-based payment		-	1,823	-	-	1,823	-	1,823
Balance at 30 June 2009		1,131	641,781	(59,142)	(690,970)	(107,200)	33	(107,167)
Balance at 1 January 2010		1,131	644,135	(28,373)	(554,976)	61,917	24	61,941
Effect of currency translation		-	-	(768)	-	(768)	0	(768)
Profit for the period		-	-	-	1,582	1,582	(24)	1,558
Total comprehensive income/(loss)		-	-	(768)	1,582	814	(24)	790
Share issue (Note 10)		57	1,944	-	-	2,001	-	2,001
Share-based payment (Note 11)		-	383	-	-	383	-	383
Balance at 30 June 2010		1,188	646,462	(29,141)	(553,394)	65,115	0	65,115

Urals Energy Public Company Limited

Selected Notes to the Interim Condensed Consolidated Financial Information(unaudited)

 

1 Activities

 

Urals Energy Public Company Limited ("Urals Energy" or the "Company" or "UEPCL") was incorporated as a limited liability company in Cyprus on 10 November 2003. Urals Energy and its subsidiaries (the "Group") are primarily engaged in oil and gas exploration and production in the Russian Federation and processing of crude oil for distribution on both the Russian and international markets.

 

The registered office of Urals Energy is at 31 Evagorou Avenue, Suite 34, CY-1066, Nicosia, Cyprus. UEPCL's shares are traded on the AIM Market operated by the London Stock Exchange.

 

The Group comprises UEPCL and the following subsidiaries:

 

Entity	Jurisdiction	30 June 2010	31 December 2009
Exploration and production
ZAO Petrosakh ("Petrosakh")	Sakhalin, Russian Federation	97.2%	97.2%
ZAO Arcticneft ("Arcticneft")	Nenetsky Okrug, Russian Federation	100.0%	100.0%
OOO Lenskaya Transportnaya Kompaniya ("LTK") (dormant - under liquidation)	Irkutsk, Russian Federation	100.0%	100.0%
Management company
OOO Urals Energy	Moscow, Russian Federation	100.0%	100.0%
Urals Energy (UK) Limited (dormant - under liquidation)	United Kingdom	100.0%	100.0%
Exploration
OOO Urals-Nord ("Urals-Nord") (dormant - under liquidation)	Nenetsky Okrug, Russian Federation	100.0%	100.0%

 

2 Summary of significant accounting policies

 

Basis of preparation. This consolidated interim condensed financial information has been prepared in accordance with and comply with IAS 34 Interim Financial Reporting and should be read in conjunction with the annual financial statements for the year ended 31 December 2009, which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

 

The same accounting policies and methods of computation were followed in the preparation of this interim condensed consolidated financial information as compared with the annual consolidated financial statements for the year ended 31 December 2009.

 

The financial information set out in this interim report does not constitute statutory accounts. The Group's statutory financial statements for the year ended 31 December 2009 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006. This interim condensed consolidated financial information has not been audited.

 

Use of estimates. The preparation of interim condensed consolidated financial information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities as of the reporting date and during the reporting period. Estimates have principally been made in respect to fair values of financial assets and financial liabilities, impairment provisions, asset retirement obligation and deferred income taxes. Actual results may differ from such estimates.

 

Functional and presentation currency. The United States dollar ("US dollar or US$ or $") is the presentation currency for the Group's operations as management have used the US dollar accounts to manage the Group's financial risks and exposures, and to measure its performance. Financial statements of the Russian subsidiaries are measured in Russian Roubles, their functional currency.

 

Translation to functional currency. Monetary balance sheet items denominated in foreign currencies have been remeasured using the exchange rate at the respective balance sheet date. Exchange gains and losses resulting from foreign currency translation are included in the determination of profit or loss. The US dollar to Russian Rouble exchange rates were 31.1954 and 30.2442 as of 30 June 2010 and 31 December 2009, respectively.

 

Translation to presentation currency. The Group's condensed consolidated financial information are presented in US dollars in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates. The results and financial position of each Group entity having a functional currency different from the presentation currency (the functional currency of none of which is a currency of a hyperinflationary economy) are translated into the presentation currency as follows:

(i) Assets and liabilities for each reporting date presented are translated at the closing rate. Goodwill and fair value adjustments arising on the acquisitions are treated as assets and liabilities of the acquired entity.

(ii) Income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions).

(iii) All resulting exchange differences are recognised as a separate component of equity.

 

When a subsidiary is disposed of through sale, liquidation, repayment of share capital or abandonment of all, or part of, that entity, the exchange differences deferred in equity are reclassified to statement of comprehensive income.

 

Income tax. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

Accounting standards adopted during the period. In the current period, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to its operations and effective for reporting periods beginning on 1 January 2010.

 

3 Going concern

 

A significant portion of the Group's consolidated net assets of $65,115 thousand comprises undeveloped mineral deposits requiring significant additional investment. The Group is dependent upon external debt to fully develop the deposits and realise the value attributed to such assets.

 

The Group had net current liabilities of $1,255 thousand as of 30 June 2010. The most significant creditor as of 30 June 2010 was an advance for future oil sales from Petraco Oil Company Ltd. ("Petraco") in the amount of $32,775 thousand of principal and interest owed as of 30 June 2010 (Note 10).

 

On 29 April 2010 the Extraordinary General Meeting authorised the restructuring of the advance from Petraco. As a consequence of the restructuring the debt was restructured so that $7,000 thousand in repayable by 31 December 2010 and $8,000 thousand is repayable by 31 December 2011. The other terms and conditions of the restructuring are discussed further in Note 10.

 

The management of the Group have prepared monthly cash flow projections for periods throughout 2010, 2011 and 2012. Judgements with regard to future oil prices and planned production were required for the preparation of the cash flow projections and model. Positive overall cash flows are crucially dependant on future oil prices. A price of $75 per barrel has been used for 2010 and for 2011.

 

Despite the above matters, the Group still has funding and liquidity constraints. The management of the Group considers that there is a material uncertainty, which may cast significant doubt about the Group's ability to continue as a going concern.

 

Despite these uncertainties and based on cash flow projections performed, the management considers that the application of the going concern assumption for the preparation of this interim condensed consolidated financial information is appropriate.

 

4 Critical Accounting Estimates and Judgements in Applying Accounting Policies

 

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgements, apart from those involving estimations, in the process of applying the accounting policies. Judgements that have the most significant effect on the amounts recognised in the condensed consolidated financial information and estimates that can cause a significant adjustment to the carrying amount of assets and liabilities are outlined below.

 

Tax legislation. Russian tax and customs legislation is subject to varying interpretations, and changes, which can occur frequently. Management's interpretation of such legislation as applied to the transactions and activity of the Group may be challenged by the relevant authorities.

 

Estimation of oil and gas reserves. Engineering estimates of hydrocarbon reserves are inherently uncertain and are subject to future revisions. Accounting measures such as depreciation, depletion and amortization charges, impairment assessments and asset retirement obligations that are based on the estimates of proved reserves are subject to change based on future changes to estimates of oil and gas reserves.

 

Proved reserves are defined as the estimated quantities of hydrocarbons which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic conditions. Proved reserves are estimated by reference to available reservoir and well information, including production and pressure trends for producing reservoirs. Furthermore, estimates of proved reserves only include volumes for which access to market is assured with reasonable certainty. All proved reserves estimates are subject to revision, either upward or downward, based on new information, such as from development drilling and production activities or from changes in economic factors, including product prices, contract terms or development plans. In some cases, substantial new investment in additional wells and related support facilities and equipment will be required to recover such proved reserves. Due to the inherent uncertainties and the limited nature of reservoir data, estimates of underground reserves are subject to change over time as additional information becomes available.

 

In general, estimates of reserves for undeveloped or partially developed fields are subject to greater uncertainty over their future life than estimates of reserves for fields that are substantially developed and depleted. As those fields are further developed, new information may lead to further revisions in reserve estimates. Reserves have a direct impact on certain amounts reported in the interim condensed consolidated financial information, most notably depreciation, depletion and amortization as well as impairment expenses. Depreciation rates on production assets using the units-of-production method for each field are based on proved developed reserves for development costs, and total proved reserves for costs associated with the acquisition of proved properties. Assuming all variables are held constant, an increase in proved developed reserves for each field decreases depreciation, depletion and amortization expenses. Conversely, a decrease in the estimated proved developed reserves increases depreciation, depletion and amortization expenses. Moreover, estimated proved reserves are used to calculate future cash flows from oil and gas properties, which serve as an indicator in determining whether or not property impairment is present.

 

The possibility exists for changes or revisions in estimated reserves to have a significant effect on depreciation, depletion and amortization charges and, therefore, reported net profit for the year.

 

Impairment provision for receivables. The impairment provision for receivables is based on management's assessment of the probability of collection of individual receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is potentially impaired. Actual results could differ from these estimates if there is deterioration in a debtor's creditworthiness or actual defaults are higher than the estimates.

 

When there is no expectation of recovering additional cash for an amount receivable, the expected amount receivable is written off against the associated provision.

 

Future cash flows of receivables that are evaluated for impairment are estimated on the basis of the contractual cash flows of the assets and the experience of management in respect of the extent to which amounts will become overdue as a result of past loss events and the success of recovery of overdue amounts. Past experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect past periods and to remove the effects of past conditions that do not exist currently.

 

Asset retirement obligations. Management makes provision for the future costs of decommissioning hydrocarbon production facilities, pipelines and related support equipment based on the best estimates of future cost and economic lives of those assets. Estimating future asset retirement obligations is complex and requires management to make estimates and judgments with respect to removal obligations that will occur many years in the future. Changes in the measurement of existing obligations can result from changes in estimated timing, future costs or discount rates used in valuation.

 

Useful lives of non-oil and gas properties. Items of non-oil and gas properties are stated at cost less accumulated depreciation. The estimation of the useful life of an asset is a matter of management judgement based upon experience with similar assets. In determining the useful life of an asset, management considers the expected usage, estimated technical obsolescence, physical wear and tear and the physical environment in which the asset is operated. Changes in any of these conditions or estimates may result in adjustments to future depreciation rates. Useful lives applied to oil and gas properties may exceed the licence term where management considers that licences will be renewed. Assumptions related to renewal of licences can involve significant judgment of management.

 

Impairment. Management have estimated the recoverable amount of cash generating units. Changes in the assumptions used can have a significant impact on the amount of any impairment charge.

 

Fair values of acquired assets and liabilities. Since its inception, the Group has completed several significant acquisitions. IFRS 3 requires that, at the date of acquisition, all identifiable assets (including intangible assets), liabilities and contingent liabilities of an acquired entity be recorded at their respective fair values. The estimation of fair values requires management judgement. For significant acquisitions, management engages independent experts to advise as to the fair values of acquired assets and liabilities. Changes in any of the estimates subsequent to the finalisation of acquisition accounting may result in losses in future periods.

 

Going Concern. This interim condensed consolidated financial information have been prepared on the basis that the Group will continue as a going concern. Preparation of the interim condensed consolidated financial information on a basis other than going concern can have a significant impact on the balances recorded in respect of assets and liabilities.

 

 5 Property, Plant and Equipment

	Oil and gas properties		Refinery and related equipment		Buildings		Other Assets		Assets under construction		Total
Cost at
1 January 2009	331,038		5,550		3,689		12,131		106,627		459,035
Property, plant and equipment, excluding assets held for sale	229,044		-		2,446		8,843		103,145		343,478
Property, plant and equipment held for sale	101,994		5,550		1,243		3,288		3,482		115,557
Translation difference	(20,698)		(340)		(225)		(763)		(6,096)		(28,122)
Additions	-		-		-		-		10,349		10,349
Capitalised borrowing costs	-		-		-		-		4,705		4,705
Transfers	7,504		3		-		4		(7,511)		-
Impairment	(122,127)		-		-		-		-		(122,127)
Disposals	-		-		-		(386)		(202)		(588)
Disposals of assets held for sale	(6,079)		-		-		-		(51)		(6,130)
30 June 2009	189,638		5,213		3,464		10,986		107,821		317,122
Property, plant and equipment, excluding assets held for sale	-		-		-		4,562		1,687		6,249
Property, plant and equipment held for sale	189,638		5,213		3,464		6,424		106,134		310,873
		Oil and gas properties		Refinery and related equipment	Buildings	Other Assets		Assets under construction		Total
Accumulated Depreciation, Amortization and Depletion at
1 January 2009		(44,218)		(1,920)	(1,008)	(4,211)		-		(51,357)
Property, plant and equipment, excluding assets held for sale		(3,361)		-	(424)	(2,725)		-		(6,510)
Property, plant and equipment held for sale		(40,857)		(1,920)	(584)	(1,486)		-		(44,847)
Translation difference		3,343		118	61	252		-		3,774
Depreciation, depletion and amortization		-		-	-	(229)		-		(229)
Disposals		-		-	-	131		-		131
Disposals of assets held for sale		4,267		-	-	-		-		4,267
30 June 2009		(36,608)		(1,802)	(947)	(4,057)		-		(43,414)
Property, plant and equipment, excluding assets held for sale		-		-	-	(1,755)		-		(1,755)
Property, plant and equipment held for sale		(36,608)		(1,802)	(947)	(2,302)		-		(41,659)
Net Book Value at
30 June 2009		153,030		3,411	2,517	6,929		107,821		273,708
Property, plant and equipment, excluding assets held for sale		-		-	-	2,807		1,687		4,494
Property, plant and equipment held for sale		153,030		3,411	2,517	4,122		106,134		269,214

 

 

		Oil and gas properties		Refinery and related equipment		Buildings		Other Assets		Assets under construction		Total
Cost at
	1 January 2010		91,991		5,394		1,207		5,096		3,443		107,131
	Translation difference		(2,813)		(166)		(19)		(141)		(93)		(3,232)
	Reclassificated as intangible assets		-		-		-		-		(283)		(283)
	Additions		-		-		-		2		180		182
	Transfers		235		40		-		2		(277)		-
	Disposals		(4)		-		(490)		(413)		-		(906)*

 

30 June 2010

89,409

5,268

698

4,546

2,970

102,891

 

 

	Oil and gas properties	Refinery and related equipment	Buildings	Other Assets	Assets under construction	Total
Accumulated Depreciation, Amortization and Depletion at
1 January 2010	(38,783)	(2,171)	(648)	(3,005)	-	(44,607)
Translation difference	1,250	70	16	90	-	1,426
Depreciation, depletion and amortization	(1,871)	(99)	(8)	(203)	-	(2,181)
Disposals	-	-	121	238	-	359
30 June 2010	(39,404)	(2,200)	(519)	(2,880)	-	(45,003)
Net Book Value at
1 January 2010	53,208	3,223	559	2,091	3,443	62,524
30 June 2010	50,005	3,068	179	1,666	2,970	57,888

 

*During the six months period ended 30 June 2010 the Group sold property, plant and equipment for the total consideration of $1,771 thousand. The net book value on the date of disposal was $547 thousand.

 

Included within oil and gas properties at 30 June 2010 and 31 December 2009 were exploration and evaluation assets:

 

	Cost at 31 December 2009	Additions	Transfers to tangible part of Oil and Gas properties	Disposals: Impairment loss	Translation difference	Cost at 30 June 2010
Exploration and evaluation assets
Arcticneft	7,414	-	-	-	(226)	7,188
Petrosakh	17,688	-	-	-	(539)	17,149
Total cost of exploration and evaluation assets	25,102	-	-	-	(765)	24,337

 

 

The Group's oil fields are situated in the Russian Federation on land owned by the Russian government. The Group holds licenses and associated mining plots and pays production taxes to extract oil and gas from the fields. The licenses expire between 2012 and 2067, but may be extended. The Group's management intends to renew the licences as the properties are expected to remain productive subsequent to the license expiration date.

 

The estimated costs of dismantling oil and gas production facilities, including abandonment and site restoration costs, amounting to $163 thousand and $168 thousand as of 30 June 2010 and 31 December 2009, respectively, are included in the cost of oil and gas properties. The Group has estimated its liability based on current environmental legislation using estimated costs when the expenses are expected to be incurred.

 

6 Other Non-Current Assets

	30 June 2010	31 December 2009
Loans receivable	36,110	34,438
Intangible assets	578	431
Advances to contractors and suppliers for construction in process	428	461
Total other non-current assets	37,116	35,330

 

Loans receivable represent US dollar denominated long-term loans (interest inclusive) of $36.1 million and $34.4 million at 30 June 2010 and 31 December 2009, respectively, issued by UEPCL to OOO Taas-Yuryakh Neftegazdobycha ("Taas"), as part of the Taas acquisition agreement. The loans were used to pay organisation fees for a $600.0 million project finance loan facility provided by Savings Bank of Russian Federation ("Sberbank") for the development of the SRB field, financing of interest payments and repayment of third party loans at Taas. The loans bear interest of 12% and mature in February 2015. The fair value of the loans approximates the carrying value at the reporting date. These loans are considered to be fully performing as of 30 June 2010 and as of 31 December 2009. The loans are unsecured.

 

7 Inventories

 

	30 June 2010		31 December 2009
Crude oil	16,752		8,747
Oil products	1,838		1,586
Materials and supplies	6,703		6,534
Total inventories		25,293	16,867

 

 

8 Accounts Payable and Accrued Expenses

 

	30 June 2010	31 December 2009
Payable to Finfund Ltd.	6,591	6,572
Payable to shareholders	2,199	-
Trade payables	1,883	9,430
Wages and salaries	1,021	1,634
Accounts payable for construction in process	939	710
Advances from and payables to related parties (Note 16)	13	13
Other payable and accrued expenses	4,241	2,338
Total accounts payable and accrued expenses	14,688	20,697

 

 

9 Advances from customers 

 

	30 June 2010		31 December 2009
Petraco	6,666 6,670		-
Kresov V.G. (private entrepreneur)	1,319		1,171
Other	515		919
Total advances from customers		8,500	2,090

 

 

 

10 Borrowings

 

Short-term borrowings.  Short-term borrowings were as follows at 30 June 2010 and 31 December 2009:

 

	30 June 2010	31 December 2009
Petraco
- Principal	7,000	30,722
- Interest	-	3,195
Other	629	61
Total short-term borrowings	7,629	33,978
Long-term borrowings. Long-term borrowings were as follows at 30 June 2010 and 31 December 2009:
	30 June 2010	31 December 2009
Petraco
- Principal	25,316	-
- Interest	459	-
Total long-term borrowings	25,775	-

 

Petraco. In April 2010 the Company has reached agreement with Petraco relating to the restructuring of the Petraco facility (the "Restructuring Agreement"). The principal terms of the Restructuring Agreement are as follows:

 

Total indebtedness owed by the Company to Petraco, as at 31 March 2010, was $34.3 million, made up as follows:

- capital amount outstanding (the "Capital Outstanding") of $30.7 million;

- accrued interest outstanding (the "Accrued Interest") of $3.6 million.

 

As at 1 April 2010, the Capital Outstanding and Accrued Interest were added together and carried forward as principal ("Principal"). After 1 April 2010 interest will be accrued on the Principal and will not be compounded. All accrued interest from 1 April 2010 will be paid once the Principal has been repaid and all payments made by the Company according to the payment schedule set out below will be applied against the Principal outstanding. Interest will be charged on the Principal at a rate of 6 month LIBOR plus 5% per annum, non-compounding.

 

As part of the restructuring agreement Petraco converted $2 million of the Capital Outstanding into 8,693,006 ordinary shares of the Company (recorded in the interim condensed consolidated statement of changes in shareholders' equity) and received an option to acquire additional new ordinary shares in the amount of 12,576,688 for $5 million. The fair value of the option in the amount of $170 thousand as of 30 June 2010 is recorded as liabilities.

 

The repayment schedule of the balance for the Capital Outstanding and the Accrued Interest is:

 

Payment date	Amount to be paid by UEPCL to Petraco
30 September 2010	$3 million
31 December 2010**	$3 million*
31 December 2011	$8 million
31 December 2012	$11.7 million
31 December 2013	Outstanding balance

 

Notes

*In the event that the Company does not export any oil from Petrosakh (the Group's operations on Sakhalin Island), the amount of this tranche is to be increased to $4 million.

 

**Urals Energy and Petraco as part of the Restructuring Agreement have also agreed a distribution schedule of the Taas-Yuryakh Neftegazodobycha loan (the "Taas loan") proceeds based on the amount of any early repayment received by the Company. In the event of early repayment of the Taas Loan in 2010, the maximum payment by the Company to Petraco is to be not more than $10 million. If the Taas Loan is repaid earlier than maturity, but later than 31 December 2010, the Company and Petraco have agreed to modified a schedule of settlement.

 

In June 2010 Company pledged 100% of the shares it currently holds in Arcticneft and 97.2% of shares it currently holds in Petrosakh to Petraco as security against the restructured Petraco facility.

 

Weighted average interest rate. The Group's weighted average interest rates on short-term borrowings were 5.75% and 5.43% at 30 June 2010 and at 31 December 2009, respectively.

 

Interest expense and income. Interest expense and income for the six months ended 30 June 2010 and 30 June 2009 comprised the following:

	Six months ended 30 June:
	2010	2009
Short-term borrowings
Interest at penalty rate on the loan from OJSC Sberbank	-	59,786
Total interest expense associated with short-term borrowings	-	59,786
Interest on advance from Petraco	882	1,854
Finance leases	81	90
Change in dismantlement provision due to passage of time	80	-
Less capitalised borrowing costs	-	(4,705)
Pledge interest to Finfund Limited	-	1,492
Other interest	-	102
Total interest expense	1,043	58,619
Interest income
Interest on loan issued to Taas	(1,672)	-
Loans issued to the related party (Note 16)	(340)	(2,013)
Other	-	(43)
Total interest income	(2,012)	(2,056)
Net interest expense	(969)	56,563

 

 

11 Equity

 

At 30 June 2010 authorised share capital was $1,890 thousand divided into 300 million shares of $0.0063 each and issued share capital was $1,188 thousand divided into 188.5 million shares of $0.0063 each.

 

At 31 December 2009 authorised share capital was $1,890 thousand divided into 300 million shares of $0.0063 each and issued share capital was $1,131 thousand divided into 179.6 million shares of $0.0063 each.

 

 

Date of Grant	Number of shares (thousand of shares)	Share capital	Share premium

 

Balance at 1 January 2010	179,648	1,131	644,135
Shares issued under restricted stock plans	178	1	(1)
Shares issued to Petraco as per restricted agreement (Note 10)	8,693	56	1,945
Share-based payment under restricted stock	-	-	383
Balance at 30 June 2010	188,519	1,188	646,462

Restricted stock plan. During the six months ended 30 June 2010 and 30 June 2009, $383 thousand and $1,823 thousand, respectively, of expense related to share-based payments were recognized in the interim condensed consolidated statement of comprehensive income.

 

At 30 June 2010 and 30 June 2009, restricted stock grants for 177,812 shares and 1,432,062 shares were fully issued. Additional restricted stock grants for 72,500 shares were vested during the six months ended 30 June 2009 and issued in July 2009.

 

As of 30 June 2010, the number of unvested restricted stock grants and their respective vesting dates are presented in the table below.

 

Date of grant		January 2010	January 2011	Total
Total restricted stock granted as of 31 December 2009		1,489,141	665,120	2,154,261
Vested in the six months ended 30 June 2010		(177,812)	-	(177,812)
Total restricted stock granted as of 30 June 2010		1,311,329	665,120	1,976,449

 

Profit per share. Profit / (loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the reporting period.

 

The profit / (loss) per share was calculated as following:

		Period ended:
	30 June 2010		30 June 2009
Profit / (loss) attributable to equity holders of the Company	1,582		(439,925)
Weighted average number of ordinary shares in issue (thousands)	184,098		179,117
Basic and diluted profit / (loss) per share (in US dollar per share)	0.009		(2.456)

 

 

12 Revenues

 

	Six months ended 30 June:
	2010	2009
Petroleum (refined) products - domestic sales	9,779	8,425
Crude oil - domestic sales	1,523	5,927
Other sales	388	788
Total gross revenues	11,690	15,140

 

 

13 Cost of Sales

 

		Six months ended 30 June:
		2010	2009
Wages and salaries including payroll taxes		- 5,186	6,992
Unified production tax		4,823	3,385
Depreciation, depletion and amortisation		2,317	355
Materials		1,199	1,680
Rent, utilities and repair services		604	181
Other taxes		507	1,063
Oil treating, storage, transportation and other services		227	198
Other		478	136
Change in finished goods		(6,824)	(4,491)
Total cost of sales		8,517	9,499

 

 

14 Selling, General and Administrative Expenses

		Six months ended 30 June:
		2010	2009
Wages and salaries		1,503	4,692
Audit, legal and professional consultancy fees		998	1,012
Transport, loading and storage services		579	743
Office rent and other expenses		540	714
Share-based payments (Note 11)		383	1,823
Trip expenses and communication services		203	327
Other		441	1,075
Total selling, general and administrative expenses		4,647	10,386

 

 

15 Other income

		Six months ended 30 June:
		2010	2009
Release of provision for inventory		1,869	-
Gain from disposal of property, plant and equipment (Note 5)		1,227	-
Other income		545	-
Total other income		3,641	-

 

As of 30 June 2010 the Group has released the provision for inventory in the amount of $1,869 thousand as a result excess of net realisable value of crude oil in stock over its market value.

 

 

16 Balances and Transactions with Related Parties

 

Parties are generally considered to be related if one party has the ability to control the other party, is under common control, or can exercise significant influence over the other party in making financial or operational decisions as defined by IAS 24 Related Party Disclosures. Key management personnel are considered to be related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. 

 

Balances and transactions with related parties

	Six months ended 30 June:
	2010	2009
Interest income from Taas, net	-	1,672
Interest income from other related parties, net	340	341
Other expenses	-	(6)
	30 June 2010	31 December 2009
Current loan issued to related parties	6,008	5,781
Interest receivable from related parties	627	515
Accounts and notes receivable	78	78
Receivables from related parties	6,713	6,374
Advances from and accounts payable to related parties	(13)	(13)

 

Compensation to senior management. The Group's senior management team compensation totaled $953 thousand and $4,506 thousand for the six months ended 30 June 2010 and 30 June 2009, respectively, including salary, bonuses and severance payments of nil and $2,683 thousand respectively. Stock compensation of $191 thousand and $1,823 thousand, respectively, were included in the senior management team compensation. Additionally, included in loans receivable at 30 June 2010 and 31 December 2009 were loans receivable of $4,567 thousand and $4,289 thousand, respectively from the Group's senior management team.

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