REG - Nostra Terra O&G Co - Final Results <Origin Href="QuoteRef">NTOG.L</Origin>

Nostra Terra Oil and GasAnnouncement

30/06/2016 13:50

RNS Number : 8367C
Nostra Terra Oil & Gas Company PLC
30 June 2016
30 June 2016
Nostra Terra Oil and Gas Company plc
("Nostra Terra" or the "Company")
Final Results for the year ended 31 December 2015
Highlights during the period
 Revenue for the period of 594,000 (2014: 1,267,000)
 Gross profit for the period of 385,000 before depletion, depreciation and amortisation (2014: 997,000)
 81% increase in net production to 64,063 BOE (29,678 US, 34,385 Egypt) compared to 35,380 in 2014, primarily due to expansion into Egypt
 Ewen Ainsworth joined the board as Chairman in June 2015
 Acquired a 25% interest in the East Ghazalat concession in Egypt operated by North Petroleum International Company (NPIC)
 Approval of Exploration Unit for Paw Paw prospect
 Obtained a three-year extension of the $25 million lending facility until 31 January 2019
Post period end highlights
 Disposal of 20% WI in Chisholm Trail assets in the US for a consideration of $2.1m, announced in June 2016. Completion expected mid-August 2016.
 Cost cutting initiative completed in June 2016, achieving a 40% reduction in overheads
 Reorganisation of its share capital successfully completed in May 2016
 Raised 350,000 via a placing of new shares in March 2016
 Proposal to acquire 60% interest in producing assets in the Permian Basin in New Mexico, announced in February 2016. Discussions continuing.
For further information please visitwww.ntog.co.ukor contact:
Nostra Terra Oil and Gas Company Plc
Matt Lofgran, CEO
+1 480 993 8933
Strand Hanson Limited
(Nominated & Financial Adviser & Joint Broker)
Rory Murphy / Ritchie Balmer
+44 (0)207 409 3494
Cornhill Capital Ltd (Joint Broker)
Nick Bealer / Colin Rowbury
+44 (0)207 710 9610
Walbrook PR
Gary Middleton / Nick Rome
+44 (0)207 933 8797


Chairman's Report
The oil industry continues to wrestle with the persistently lower oil price environment. The bear market has hurt the entire sector and led to a re-evaluation of strategy by many companies. At Nostra Terra we have taken steps to act early in response to such challenging conditions, seeking to restructure and reposition the business. This has involved making some difficult decisions and we would like to thank our shareholders for their continued support, in particular for voting in favour of the consolidation and capital reorganisation at the recent Extraordinary General Meeting. This was not a proposal we made lightly, but we remain convinced it will be in the long term best interests of the Company.
Our strategic goals have been twofold in repositioning Nostra Terra. First we had to ensure the Company survives this extremely difficult period and second our key aim is to deliver significant value to shareholders over the medium term. We remain confident the Company's renewed strategic focus on the acquisition of distressed assets will yield substantial results.
The success of the previous business model was reliant on modern exploration technology such as
hydraulic fracturing and much higher oil prices, which allowed the Company to recover investment
capital and generate a return. High initial production rates were also an important factor. However, such initial high levels of production declined significantly within a relatively short period, a feature of using hydraulic fracturing in the reservoirs targeted by the Company, which, combined with a rapid decline in the oil price, had an adverse effect on the Company's revenue stream. The declining oil price also made it uneconomic to drill new wells to offset diminishing production. Our new strategy at Nostra Terra is predicated upon the macro-adjustment within the entire industry, caused by the decline in the price of oil. Our focus is to build a business which at $30/bbl is cash neutral and reliant on more conventional oil with lower decline rates in production. At oil prices above $30/bbl Nostra Terra will then have the internally generated funds to invest in either organic growth within its producing oil field(s) or pursue new investment opportunities.
In order to identify suitable opportunities for Nostra Terra we have extended our geographical focus, with the aim of having up to two focus areas outside of the USA. Following a prolonged period of low prices, we have noted a sizeable recent increase in the quantity and calibre of oil & gas assets available for sale at distressed prices. This presents a rare opportunity for Nostra Terra to take advantage of. Now that we have repositioned the business we feel the Company is well placed to deliver its refocussed growth strategy over the coming years.
The foundation of our new growth strategy is based on the recently announced cost cutting initiative, which we completed. During mid-2015 Nostra Terra started to cut back spending in anticipation of further pressure on the oil price during the course of 2016. So far this decision has been vindicated and the Company now benefits from an overall reduction of 40% in overheads at a time when the industry remains subdued. A core component of the cost-cutting initiative has been for the Board to take a voluntary 25% pay cut. In light of ongoing weakness in the oil & gas market, which has caused significant declines in share prices across the sector, the Board strongly felt that this was an appropriate step to take. With Nostra Terra now better positioned to withstand current market conditions, albeit with a lot of work still to be done, the Board remains fully committed to securing new projects for the Company, and to create shareholder value over the medium term. As Nostra Terra delivers its new growth strategy the Company plans to bolster its team with the addition of suitably experienced and astute technical personnel. This will only become necessary as we introduce additional producing assets to the business.
I would like to thank the Company's shareholders for their continued support and the next time I write to you I hope to report meaningful progress on the Company's strategy and on the appointment of new non-executive and/or executive management personnel.
Ewen Ainsworth
Chairman
29 June 2016


Chief Executive Officer's Report
As Ewen has stated in his Chairman's Report, we are experiencing the worst market in our sector for at least thirty years. Over the last 12 months our share price has suffered as Brent declined from $56.81 at the start of the year, dropping to $27 and closed at $37.50 by the end of the year. In the face of extreme adverse conditions, we have worked tirelessly on behalf of Nostra, making a number of tough choices for the long-term good of the company. This has not been easy, but I am pleased to report we are starting to reap the benefits. 
Overall this has been an extremely busy year for Nostra. As it became clear the industry would have to adapt to a significantly lower oil price environment, we recognized how vital it was to reposition the business. We initiated a cost cutting initiative in mid-2015, achieving an overall reduction of 40% in overheads, as recently announced. We also sought to restructure our board and management team to reflect Nostra's needs going forward. 
On a personal note, I'm very happy to have welcomed Ewen as our new Chairman to the team. Since his appointment, Ewen's input into reformulating Nostra's strategy has been crucial and I am certain he will play an extremely important role in the Company in the years to come. 
Rather than simply attempt to weather the storm, we decided to take advantage of a new oil price cycle. This involved adopting a new strategic focus, seeking to acquire producing or lower risk assets at distressed prices, which Nostra could take full operational control of. We expanded our global view, looking to enter into new geographical areas outside of the United States, and sought opportunities that presented large upside potential for relatively small initial consideration.
We started our new strategy through identifying an opportunity in Southern Texas with intriguing potential. We acquired a minor interest in two different prospects for a minimal amount of consideration. These had large acreage positions with scope to increase our working interest should results prove up. Ultimately we decided not to proceed with the prospect, but this marked the beginning of Nostra's new approach.
Having acquired the White Buffalo prospect in the Big Horn Basin of Wyoming in late 2014, in 2015 we signed an agreement with Koch Exploration, a subsidiary of Koch Industries, to operate the Paw Paw prospect located in the same basin. The structure of the agreement allowed Nostra Terra the ability to control a prospect with a large potential reserve. While no consideration was paid for this we have worked to create an Exploration Unit over the prospective leases along with permitting for the initial well. We were able to extend the agreements into 2016 where Nostra Terra will seek partners to participate in the prospect. 
During the second half of 2015 we expanded into Egypt by acquiring a 25% interest in the East Ghazalat concession in the Western Desert of Egypt. The seller agreed to finance a large portion of the acquisition leaving Nostra with a $500,000 equity investment to close the acquisition of this producing asset. Nostra and its other minority partner are currently in dispute with the operator over costs but are working with the operator to reduce operating costs in order to improve the economics on existing wells. There's scope for further upside in development and exploration wells including the discoveries in the North Dabaa.
On the financial side of the business conditions have been tough. We doubled production into the turn of 2015 and increased it by 81% by the end of the year. Revenue decreased to 594,000 primarily due to the drop of oil prices and natural production declines in wells, achieving a gross
profit for the period before depletion, depreciation and amortization costs of 385,000. Our expectation had been this would put the company on a much firmer financial footing, but the sharp decline in the price of oil undid much of the good work we had completed previously. Despite this, at the end of 2015 Nostra was granted a 3-year extension to its $25 million Credit Facility with Texas Capital Bank with drawdown subject to production. This was particularly encouraging, given the number of companies whose business models failed over the period through being unable to secure refinancing terms on lending facilities. 
Moving into 20016 we continue to generate revenue from our existing assets, in particular Chisholm Trail, Bale Creek, and Verde. Multiple wells exist on each prospect thus creating a portfolio where the Company isn't risked on a single well or operator. As some of these fields develop further we will look to reinvest capital in fields at an earlier stage in the cycle where further upside exists. 
I would like to finish by offering a personal message of thanks to our shareholders. This has been an extremely difficult period for the company. As the largest private holder of shares in Nostra I've suffered the effects of the falling share price alongside shareholders. However, we do live to fight another day. My fellow directors and I have made a number of extremely difficult decisions for the long term good of the company and I am confident we will turn the business around as conditions improve in the market. Our new strategy is both ambitious and built on a solid foundation and I look forward to providing more positive updates as we deliver on our objectives.
Matt Lofgran
Chief Executive Officer
29 June 2016


Consolidated income statement
For the year ended 31 December 2015
2015
2014
000
000
Revenue
594
1,267
Cost of sales
Production costs
(209)
(268)
Exploration and appraisal
(2)
Depletion, depreciation and amortisation
(1,700)
(1,396)
Total cost of sales
(1,909)
(1,666)
GROSS (LOSS)/PROFIT
(1,315)
(399)
Share based payment
(27)
(19)
Administrative expenses
Share of results of joint venture
(689)
 (157)
(318)
 -
OPERATING LOSS
(2,188)
(736)
Finance expense
(122)
(107)
LOSS BEFORE TAX
(2,310)
(843)
Tax (Expense)recovery
-
-
LOSS FOR THEYEAR
(2,310)
(843)
Attributable to:
Owners of the company
(2,310)
(843)
Earnings per share expressed
In pence per share:
Continued operations
Basic and diluted (pence)
(0.069)
(0.029)


Consolidated statement of comprehensive income
For the year ended 31 December 2014
2015
2014
000
000
Loss for the year
(2,310)
(843)
Other comprehensive income:
Currency translation differences
111
(249)
Total comprehensive income for the year
(2,199)
(1,092)
Total comprehensive income attributable to:
Owners of the company
(2,199)
(1,092)


Consolidated statement of changes in equity
For the year ended 31 December 2015
Share
Capital
Share
Premium
Share
Options
Reserve
Translation
Reserves
Retained
losses
Total
000
000
000
000
000
000
As at 1 January 2014
2,776
9,991
119
74
(9,299)
3,661
Shares issued
584
1,166
-
-
-
1,750
Share issue costs
-
(97)
-
-
-
(97)
Foreign exchange translation
-
-
-
(249)
-
(249)
Loss after tax for the year
-
-
-
-
(843)
(843)
Share based payments
-
-
19
-
-
19
As at 31 December 2014
3,360
11,060
138
(175)
(10,142)
4,241
Shares issued
-
-
-
-
-
-
Share issue costs
-
-
-
-
-
-
Foreign exchange translation
-
-
-
111
-
111
Loss after tax for the year
-
-
-
-
(2,310)
(2,310)
Share based payments
-
-
27
-
-
27
As at 31 December 2015
3,360
11,060
165
(64)
(12,452)
2,069
Consolidated Statement of Financial Position
31 December 2015
2015
2014
000
000
ASSETS
NON-CURRENT ASSETS
Goodwill
-
-
Other intangibles
3,127
4,283
Property, plant and equipment
- oil and gas assets
Investment in joint venture
464
190
521
-
3,781
4,804
CURRENT ASSETS
Trade and other receivables
Other debtors
171
5
491
-
Cash and cash equivalents
144
861
320
1,352
LIAIBLITIES
CURRENT LIABILITIES
Trade and other payables
373
293
Financial liabilities - borrowings
1,308
1,010
1,681
1,303
NET CURRENT ASSETS
(1,361)
49
NON CURRENT LIABILITIES
Financial liabilities - borrowings
351
612
NET ASSETS
2,069
4,241
EQUITY AND RESERVES
Called up share capital
3,360
3,360
Share premium
11,060
11,060
Translation reserves
(64)
(175)
Share option reserve
165
138
Retained losses
(12,452)
(10,142)
2,069
4,241


Company statement of financial position
31 December 2015
2015
2014
000
000
ASSETS
NON-CURRENT ASSETS
Fixed asset investments
Investment in joint venture
2,836
190
4,124
-
3,026
4,124
CURRENT ASSETS
Trade and other receivables
14
19
Cash and cash equivalents
69
552
83
571
LIAIBLITIES
CURRENT LIABILITIES
Trade and other payables
102
65
102
65
NET CURRENT LIABILITIES
(24)
506
NET ASSETS
3,007
4,630
EQUITY AND RESERVES
Called up share capital
3,360
3,360
Share premium
11,060
11,060
Share option reserve
165
138
Retained losses
(11,578)
(9,928)
3,007
4,630


Consolidated statement of cash flows
for the year ended 31 December 2015
2015
2014
000
000
Cash flows from operating activities
Cash generated/(consumed) by operations
57
222
Interest paid
(115)
(163)
Interest received
-
-
Cash generated/(consumed) by operations
(58)
59
Cash flows from investing activities
Purchase of intangibles - new oil and gas properties
(276)
(2,527)
Purchase of plant and equipment
(25)
(245)
Proceeds from sale of assets
-
295
Interest received
347
-
Net cash from investing activities
(648)
(2,477)
Cash flows from financing activities
Issue of new shares
-
1,653
New borrowing
1,156
2,221
Repayment of borrowings
(1,162)
(966)
Net cash from financing activities
Effect of exchange rate changes on cash and cash equivalents
(6)
(5)
2,908
-
Increase/(decrease) in cash and cash equivalents
(717)
490
Cash and cash equivalents at beginning of year
861
371
Cash and cash equivalents at end of year
144
861
Represented by:
Cash at bank
144
861


1. RECONCILIATION OF LOSS BEFORE TAX TO CASH GENERATED FROM OPERATIONS
2015
2014
000
000
Loss before tax for the year
(2,188)
(736)
Depreciation of property, plant and equipment
103
127
Amortisation of intangibles
1,026
577
Well impairments
571
-
Loss on disposal of assets
-
691
Foreign exchange loss/(gains) non-cash items
-
(521)
Operating cash flows before movements in working capital
(304)
57
Increase/(decrease) in finance charge provision
(15)
56
Decrease/(increase) in receivables
310
52
Increase/(decrease) in payables
(Increase)/decrease in deposits and prepayments
34
32
(43)
-
Cash generated (Consumed) by continuing operations
57
222


2015
2014
000
000
Cash generated (consumed) by operations
(161)
733
Net cash from operating activities
(161)
733
Cash flows from investing activities
Interest received
-
-
Net cash from investing activities
-
-
Cash flows from financing activities
Inter group loan (advances)
(322)
(1,864)
Issue of new shares
-
1,653
Net cash from financing activities
(322)
(211)
Increase/(decrease) in cash and cash equivalents
(483)
522
Cash and cash equivalents at beginning of year
552
30
Cash and cash equivalents at end of year
69
552
Represented by:
Cash at bank
69
552


2015
2014
000
000
Loss before tax for the year
(1,650)
(1,058)
Impairment of cost of investments
Share of results of joint venture
1,277
(157)
1,289
-
Foreign exchange loss/(gain) non-cash items
300
19
Share based payment
27
478
Operating cash flows before movements in working capital
(203)
728
(Increase)/decrease in receivables
5
(13)
Increase/(decrease) in payables
37
18
Cash generated/(consumed) by continuing operations
(161)
733


1. SEGMENTAL ANALYSIS
US mid-
Continent
Head
Office
Total
2015
2015
2015
000
000
000
Segment results - 2014
Revenue
594
-
594
Operating loss before depreciation,
Amortisation share-based payment
Charges and restricting costs:
(181)
(123)
(304)
Depreciation of tangibles
(103)
-
(103)
Amortisation of intangibles
(1,026)
-
(1,026)
Well impairment
(571)
-
(571)
Share based payment
-
(27)
(27)
Operating loss
(1,881)
(307)
(2,188)
Realised exchange (loss)/gain
-
-
-
Tax
(122)
-
(122)
Gains (loss) before taxation
(2,033)
(307)
(2,310)
Segment assets
Property, plant and equipment
464
-
464
Intangible assets
3,127
-
3,127
Cash and cash equivalents
75
69
144
Other assets
352
14
523
4,018
83
4,101


Employees and Directors
2015
000
2014
000
Directors' fees
Director's remuneration
Social security costs
M B Lofgran
32
226
13
271
129
24
228
15
267
126
2. OPERATING LOSS FOR THE YEAR
The operating loss for the year is stated after charging/crediting):
2015
2014
000
000
Auditors' remuneration (company 21,000) - 2013: 21,000)
21
21
Depreciation of property, plant and equipment
103
127
Amortisation of intangibles
1,026
577
Foreign exchange differences
-
480
Loss on disposal of exploration and evaluation and oil and gas assets
-
691
The analysis of administrative expenses in the consolidated income statement by nature of expense:
2015
2014
000
000
Directors' remuneration
226
228
Social security costs
13
15
Directors' fees
32
24
Travelling and entertaining
55
74
Accountancy fees
55
149
Legal and professional fees
214
180
Auditors' remuneration
21
21
Foreign exchange differences
(6)
(480)
Other expenses
78
107
689
318
EARNING PER SHARE
EPS - loss
2015
2014
Loss attributable to ordinary shareholders (000)
(2,310)
(843)
Weighted average number of shares
3,359,587,276
2,922,053,277
Continued operations:
Basic and diluted EPS - loss (pence_
(0.069)
(0.029)
Total
-
-
The diluted loss per share is the same as the basic loss per share as the loss for the year has an antidilutive effect.
2015
2014
Gross profit before depreciation, depletion and
amortisation
385
997
EPS on gross profit before depletion, depreciation and amortisation (pence)
0.011
0.034
2015
2014
000
000
Reconciliation from gross loss to gross profit before
depletion, depreciation and amortisation
Gross (loss)/profit
(1,315)
(399)
Add back:
Depletion, depreciation and amortisation
1,700
1,396
Gross profit before depreciation, depletion and
amortisation
385
526
3. Availability of Annual Report and Notice of AGM
The Company's AGM was held today at 11:00am at Jeffrey's Henry LLP, 5-7 Cranwood Street, London EC1V 9EE, at which resolution 1 (laying of the accounts before the meeting) was adjourned. Notice of the adjourned Annual General Meeting to approve the 2015 Annual Report and Accounts is being posted to Shareholders today, together with a copy of the full report and accounts. A copy of the 2015 Annual Report and Accounts and Notice of the AGM is available to download later today from Nostra Terra's website at www.ntog.co.uk.

This information is provided by RNS
The company news service from the London Stock Exchange
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