22 June 2018
Victoria Oil & Gas Plc
("VOG", "Company" or the "Group")
Preliminary Results for the year ended 31 December 2017
The Company is pleased to announce the financial information for the year ended 31 December 2017.
Operational Highlights
· 3.3% increase in gas sales: 3,684mmscf gross gas sold (2016: 3,566mmscf)
· 10.98mmscf/d average gas production (2016: 10.23mmscf/d)
· Completion of two well drilling programme
· The addition of two prospective areas at Matanda
Audited Financial Highlights
· $23.5 million revenue (2016: $32.8 million)
· $4.6 million underlying EBITDA (2016: $13.1 million)
· $10.7 million loss before tax (2016: $30.0 million)
· $13.1 million net debt (2016: net cash of $1.8 million)
· $39.8 million capital investment (2016: $27.0 million) principally on the drilling programme
Corporate Highlights
· $23.7 million net equity raise via placement and open offer
Post Period
· Significant increase in reserves and resources
· Successful debt restructuring
Kevin Foo, Chairman, said:
"Despite the grid power supply issue, I believe that the Company will grow stronger and create a more diverse product base. We have built a company recognised by our peers as an outstanding entrepreneurial example of creating cash from stranded gas deposits. For the first time in our 14 year history we have considerable gas reserves to secure long term supply contracts."
Ahmet Dik, Chief Executive Officer, said:
"The Company's management is working hard to increase revenue, particularly in more profitable business lines, whilst at the same time driving hard to contract with the large off-take IPP's in Cameroon whose scale of business will enable the Company to become profitable."
Andrew Diamond, Finance Director, said:
"The Group's operational performance for the year ended 31 December 2017 ("current year") was strong at a project level, with the Logbaba Project achieving its highest ever gross gas sales. The successful completion of well La-107 and La-108 in December 2017 ensures the sustainability of gas supply and diversifies production from one to three wells."
Chairman's Letter
Dear Shareholders
In this year's letter I will address the important challenges that we faced and overcame in 2017, discuss those challenges that remain and outline the strategy for the next couple of years. As both a shareholder and director I have reflected in some depth on the assets we have, the business we have built and the challenges that keep us awake at night.
Our Company was listed on AIM 14 years ago and has operated in the FSU and Africa. We have never been a company with a large market capitalisation or had ready access to capital; however, we have survived and overcome the massive oil and gas price fluctuations, the seemingly endless technical challenges to progress our upstream and downstream activities and the occasional company threatening economic or political problems, which taken together, or even each alone, is very creditable.
In Cameroon, we have built a company, Gaz du Cameroun ("GDC"), that is recognised by our peers as an outstanding entrepreneurial example of creating a cash generating business from stranded gas deposits. It is a model that, under the right conditions, can be replicated across Africa's multitude of stranded gas deposits. We were honoured to receive the prestigious "Project of The Year" award at this year's Africa Assembly of the Oil and Gas Council meeting in Paris.
We all have invested in VOG shares because we believe in the future of the Company. It is my and our management's primary objective to deliver the real value of the Company to our shareholders. As Chairman, I am also very aware of the extreme patience that our shareholder base has and their resilience in sharing these challenges with us. Thank you.
Our Assets
As a natural resources veteran, I always look at the resource base that nature has provided us and how we have managed to extract those resources and build something of value. On Logbaba, we finished drilling two production wells in 2017, albeit painfully over budget and behind schedule, but these gas discoveries have added significantly to our reserves and resources.
Earlier this month, we announced a material reserves upgrade for the Logbaba Field, reporting a significant 73% increase in gross 1P gas reserves to 69bcf and a 52% increase in gross 2P reserves to 309bcf. Importantly, the latest reported 2P reserves base at Logbaba would support a 90mmscf/d production rate for ten years, providing the volumes necessary to facilitate a significant expansion in VOG's business in the growing Douala market. We have never been in this position before in our 14-year history and these results open the door to furthering our negotiations with large off-take independent power producers.
We also estimate over 3.7tcf of P50 Prospective Resources at North Matanda, which we could develop as soon as Government approval is received. The Douala Basin is proving to be a very prolific area and your Company has a prime position there.
Let us not forget West Medvezhye ("West Med") in Russia, the resource on which our Company was started. Updated reserve and resources figures show C1 and C2 reserves of 11.8bcf of gas and 15.6mmbls of oil and Prospective Resources of almost 4tcf of gas and 722mmbls of oil.
Our "hard" assets at Logbaba are the gas processing facilities and the 50km of gas pipeline that we laid under the city of Douala to reach our 30 plus industrial customers.
Companies often speak of their staff and employees as their most valuable asset, but I believe in some cases they don't really mean it. Building the Company as we have done needed dedicated and very skilled people who have performed way beyond the call of duty. I believe that shareholders are aware of the total focus and dedication that our Chief Executive Officer Ahmet Dik, Finance Director Andrew Diamond and General Manager Kate Baldwin deliver. But in the field, some other examples come to mind:
Eric Friend, Managing Director of GDC since November 2016 has been instrumental in delivering a disciplined and well organised GDC that operates safely and effectively in the City of Douala. I know first-hand of the daily challenges that Eric deals with.
Eckhard Mueller has been our General Director at West Med in Russia since 2006. He has spent 12 long winters in Siberia carefully managing our project and always looking for ways to add value and save costs. I believe that his dedication is outstanding and with the increased oil price and availability of capital coming back to Russia, West Med is a quality project that we expect will attract a development partner soon and Eckard's patience will be rewarded.
Divine Mofa Diboto has been a key manager on our Logbaba Project since 2011 and has held various positions in GDC. He is a Chief of his tribe and a leading participant in our community relations programme and as such works tirelessly for GDC from within and outside our operations.
In addition to Eric, Divine and Eckhard our entire teams in London, Russia and Cameroon are the true lifeblood of our company.
Our Operations in Cameroon
When I reflect on operations and activities in 2017, the drilling campaigns on La-107 and La-108 dominate. These wells were truly challenging with the costs overrunning the budget by more than 100% and the schedule approximately double what was originally planned. The prime cause of these difficulties was and will continue to be the truly unpredictable ground and well drilling conditions in the Cretaceous zones of the Logbaba Basin. The well control incident on La-108 caused $24.5 million of additional re-drilling and well repair costs. This is subject to an insurance claim where I believe we have a very credible case. These wells have been shut in for future production. The substantial increase in reserves is primarily due to the prolific gas sands discovered in La-107 and La-108. I have learned that nature makes you work hard for her bounty!
In terms of gas production the annual gross production figure for 2017 was a record for the Logbaba Project, with 3.65bcf of gas sold compared to 3.56bcf in 2016. Average daily production for 2017 was a record of 10.98mmscf/d compared to 10.23mmscf/d in 2016.
However, in January this year, due to factors outside of our control, the ENEO Cameroon S.A. ("ENEO") contract was not renewed. Cameroon, like many African countries, is chronically short of power and major cities have regular black outs and brown outs. But the resolution of the issue has taken much longer than we expected and clearly there are other complex factors that contribute to this situation that we are working with all stakeholders to resolve.
Despite the grid power supply issue, which will significantly impact our 2018 financial performance, I believe that the Company will grow stronger and create a more diverse product base in 2018 and we can continue to build the business we have created in Cameroon. We now have the gas reserves in place to meet industrial and grid power demand for large quantities of gas and power that is required by groups other than ENEO. We have also committed to build a more diverse customer base that will see the company less reliant on grid power revenues.
GDC is the single onshore gas supplier in Cameroon. Management estimates that with Logbaba and Matanda, GDC has recoverable gas of at least 2tcf and 50km of gas pipeline and support infrastructure delivering gas to our customer sites. We intend to build on this strong strategic position.
2017 Financial Performance
A cost recovery milestone was reached on Logbaba during 2016 after which revenues are shared in accordance with the participating interests ("Payout"). Whilst gross production increased to record levels on Logbaba in 2017, attributable revenue for the year was $9.3 million lower than the prior year as a consequence of Payout. Payout will apply for future periods, which highlights the importance of scaling up our operations in Douala, Cameroon. With sufficient reserves of gas now in place, this is the principal focus of the management team for the year ahead, a challenge which has not been made easier by the non-renewal of the 50MW power contract.
With a relatively fixed cost base, the reduction in revenue flowed through to the underlying EBITDA which reduced by $8.5 million to $4.6 million.
Further details of our current financial position and uncertainties which may affect the Company's ability to continue operating as a going concern are to be found in the Financial Review below.
2018 Plans
Coming out of a difficult 2017, but with the drilling campaign behind us, we were aiming for continued production growth in 2018. Instead, we were faced with a seasonal drop in demand of nearly 70% and a proportional reduction in revenue and some truly challenging operational and financial hurdles.
Our Executive and Operational teams developed and implemented a plan for 2018, outlined in the CEO's Report, which includes expansion of revenues, with a more diverse customer base, embracing technologies such as CNG, completion of the Matanda approvals, reducing costs and preserving available cash reserves. In this respect the Board have decided that no bonuses will be awarded to Executive Directors for the year ended 31 December 2017.
The Board remain confident of the potential of the demand for gas in Douala, which is currently experiencing regular blackouts following the shutdown of the Logbaba and Bassa power stations. We are now well positioned in our upstream capabilities to reach a much larger downstream gas demand.
VOG has set an ambitious business strategy to substantially increase gas sales by 2021. We still believe that this is achievable as the demand for gas within Cameroon remains robust. However, for this to be achieved within the timeframe, a positive resolution of the current hurdles in the energy sector is required in a manner that fosters confidence in international investors to invest in the sector.
Corporate
In November 2017, we secured net proceeds of $23.7 million in a share placing to new and existing shareholders. We are extremely grateful to our shareholders who continue to show confidence in the prospects in Cameroon.
In relation to the West Medvezhye Project, we are engaged with several interested parties to sell or farm-out our Russian asset.
Our recent sluggish share price has largely been due to the non-renewal of the 50MW power contract. The Board shares the frustration felt by all in the unappreciated value of VOG's shares, especially when the Company had made such significant progress in recent years. We thank our shareholders for their continued support and patience.
At the Board level, after two and a half years of service to the Company Iain Patrick resigned as an independent Non-Executive Director on 23 April 2018. I would like to thank Iain for his sound contribution to the Board. At that time we reviewed our Board Committee appointments and as a result I stood down from the Remuneration Committee and Roger Kennedy was appointed our Senior Independent Director and Chair of the Audit Committee. We will endeavour to appoint a suitable third Non-Executive Director in due course. I would also like to thank the Groups management and employees for a dedicated and focused year of work and our independent Non-Executive Directors for their ongoing guidance.
I would also like to thank, our partners, RSM for their ongoing support of the Logbaba Project and The National Hydrocarbons Corporation of Cameroon ("SNH") for their invaluable in country support.
Kevin Foo
Executive Chairman
21 June 2018
Chief Executive Officer's Review of Operations
Chief Executive Officer's Review of Operations
I am pleased to report on the progress in 2017. The highlights were:
· 2017 gross gas sold was a record 3,684mmscf (3.3% increase on 2016)
· 2017 average daily gas production of 10.98mmscf/d was also a record (2016: 10.23mmscf/d)
· Drilling completed on Wells La-107 and La-108.
· Successful $23.7 million net equity raise via Placing and Open Offer to new and existing shareholders
Operations Review
Gas production continued its upward trend and 2017 gross gas sold of 3,684mmscf was a record, as was the 2017 average daily gas production of 10.98mmscf/d. Production was approaching the capacity of our Logbaba Gas Processing Facility (20-25mmscf/d) when the 50MW grid power was operating at its peak consumption in the dry season. GDC management took the decision to defer any plant or pipelines expansion until reserves were secured and Gas Sale Agreements were signed with large gas consumers.
Until GDC had increased reserves from the new wells, it was unable to commit to the long-term contract conditions required by large gas off-takers who specify minimum levels of reserves to commit to their large capital investments. Following the update of its reserves, Logbaba now has sufficient reserves to support production levels of 90mmscf/d for 10 years, which enables GDC to engage in earnest negotiations with prospective grid power customers.
As previously disclosed, ENEO ceased consuming GDC gas on 31 December 2017. Despite the city of Douala being in a significant power deficit, the use of the Logbaba and Bassa gas-fired power stations was terminated by ENEO for reasons entirely beyond our control. From that point on, Management has engaged with all levels within ENEO, the Government of Cameroon, the Energy regulator of Cameroon, Altaaqa (the generation equipment provider) and other interested parties to reinstate the contract and resume the production of electricity using gas. Negotiations are ongoing and we are ready to recommence the supply of gas as all infrastructure and equipment is still in place.
The disruption in the grid power supply by 50MW coming offline has led to customers seeking independent gas to power solutions. GDC has been working closely with various generator suppliers and is looking to provide an integrated solution to customers. One such example is a Combined Heat and Power (CHP) unit at our customer SCTB, a flour mill and pasta producer, who is consuming gas for power and recycling heat and steam from the generation for process heating. The overall energy efficiency for this CHP unit is significantly higher than the efficiency for power generation alone.
The Compressed Natural Gas (CNG) project has also become a top priority and GDC is working to have customers signed by the end of 2018 and thereafter brought online without delay. We have identified a number of potential customers in Eastern Douala who are within a 30km delivery range. Projected consumption is 1.7mmscf/d of CNG. Stage 1 of the CNG plant is being designed at 2mmscf/d and Gas Sale Agreements are being negotiated with all potential customers. Discussion with technology providers are progressing to ensure a solution is readily deliverable once sufficient customers have customers have been signed up.
Financial Performance
Despite the growth in gross production during 2017, attributable revenue for 2017 was $23.5 million (2016: $32.8 million) which reflects GDC's 57% participating interest in Logbaba, where previously we accounted for higher levels of revenue in recovery of our former exploration costs. This reduction in revenue flowed through to the underlying EBITDA of $4.6 million compared to $13.1 million in the prior year. The loss before tax of $10.7 million translates to a loss per share of 8.86p (2016: $30.0 million and 28.74p). A more detailed review of the financial performance is recorded in the Financial Review below.
The financial performance for 2017 was below expectations and with the loss of revenue from ENEO, the 2018 results are expected to be significantly impacted. Management is working hard to increase revenue, particularly in more profitable business lines, whilst at the same time driving hard to contract with the large off-take Independent Power Producer's ("IPP's") in Cameroon whose scale of business will enable the Company to become profitable.
The Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements. Further details of our current financial position and uncertainties which may affect the Company's ability to continue operating as a going concern are to be found in the Financial Review below and are disclosed in the Financial Statements.
Looking forward
Having secured gas reserves, the key strategic directions for the Company are as follows:
· Renew the gas supply contract for the current installed 50MW of power and add further grid power, including new contracts with other IPP's;
· Increase thermal gas sales to existing and new customers;
· Work with existing and new customers to create bespoke gas to power solutions with individual generator designs. These solutions will allow customers to be less dependent on grid power;
· Maximise return from our high-grade gas condensate. Studies have shown that our condensate is very high grade and close in composition to diesel. We currently sell condensate at near to crude oil prices, which is about half the price of diesel;
· Actively develop the CNG and Natural Gas Vehicle (NGV) markets. CNG would compete with diesel and LPG as a source of energy in the more remote regions, it offers considerable uplift on current margins and can be transported 250-300km;
· Sustain progress on the promising Matanda opportunity; and
· Review capital projects, operational and general and administrative ("G&A") expenditure rigorously to preserve cash.
Attainment of these objectives is paramount to the future success and profitability of the Company and the Management team is fully focused on delivering on these strategies.
Logbaba Drilling Programme
The drilling of wells La-107 and La-108 during 2016 and 2017 was very challenging and expensive, but we had success in booking significantly more reserves and two new production wells in the onshore Cameroon Logbaba Field. The new wells supplement the two original Logbaba production wells, La-105 and La-106, which were drilled in 2009/2010. The Logbaba wells were required to meet the growing market demand for gas in Douala, Cameroon, to develop our 1P (Proven) Logbaba reserves, and to move some 2P (Proven plus Probable) reserves into the 1P reserve category. Both La-107 and La-108 were drilled directionally from a drilling pad adjacent to the Logbaba Gas Processing Facility. We have increased Logbaba gross 1P reserves by 73% and gross 2P reserves have risen by 52% (as reflected in the table below).
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