METRO EXPLORATION HOLDING CORP. Report Q4 2014

Transcription

1 METRO EXPLORATION HOLDING CORP. Report Q Business Activities Metro Exploration Holding Corporation (the Company ), incorporated in Liberia on January 4, The Company is privately owned. The main activities of the Company are to hold participations in companies which operate in the drillship sector. The Company as of 31 December 2014 holds investment in Deep Sea Metro Ltd, a company incorporated in Bermuda in The Company owns sixty percent (60%) of Deep Sea Metro. Deep Sea Metro is the parent company of a group that owns and operates ultra deepwater drill ships. As at December 31, 2014 the group owns and operates two ultra deepwater drill ships Ownership Metro Exploration Holding Corporation (the Company ), incorporated in Liberia on January 4, The Company is privately owned. As of 30 December 2014 the authorized share capital was 500 registered shares without par value and the paid in capital was USD 412,724,146. Financial Information The financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) under the historical cost convention. The operating loss in Q was USD million compared to USD 0.6 million loss in Y2013. A decease of USD 120 million which is mainly due to the loss in associates of USD million for the Y2014 [ including an impairment of USD 177 million ( Metroexploration share 60%) for both DSM I and DSM II ] The net loss in Q was USD million compared to USD 5.4 million for Y2013 As of 31 December 2014 the net participation to Deep Sea Metro was USD million compared to USD million as of 31 September On the 14 February 2014 the company issued a senior secured callable bond of USD 186 million, for a period of two years maturing on 14 February The interest payments shall be made quarterly in arrears on the interest payment dates each year. The interest rates are a) from 14 February 2014 to 14 August 2014 at a fixed rate of 8% p.a., b) from 15 August 2014 to 14 February 2015 at a fixed rate of 10% p.a., c) from 15 February 2015 to 14 August 2015 at a fixed rate of 11.25% p.a., d) from 15 August 2015 to 14 February 2016 at a fixed rate of 11.50% 1

2 p.a. The bond shall mature in full on the maturity date (14 February 2016) and shall be repaid at 101% of the face value. The bond proceeds were used USD 49.5 million as equity into Deep Sea Metro, USD 91 million as capital return to shareholders, USD 7.3 million for bond issuance fees and expenses, USD 16.7 million pledged into the interest reserve account to cover the first year interest payments (Balance as of USD 4.6 million as the three first coupons of USD 3.7million, USD 3.7 million and USD 4,6 million have been paid on 14 May 2014, 14 Aug and 14 Nov. respectively balance as of USD 10.4 million ), USD 12 million as additional equity into Deep Sea Metro and the balance was remaining for general corporate purposes. Loans to related parties Loan A The Company as lender and Metrotankers Holding Corp. as borrower entered into a loan agreement for an amount of up to USD 4,000,000 on June 28, 2013 for the purpose of financing the construction of vessels. The loan bears annual interest at a rate of 2%, with a grace period for the first six months. In 2013, an amount of USD 3,750,000 was advanced to the borrowers. Opening balance Q4 2,535,017 Interest capitalised Q4 12,777 Balance at end of Q4 2,547,794 Loan B The Company as lender and Metrobulk Holding S.A. as borrower entered into a loan agreement for an amount of up to USD 20,000,000 on June 28, 2013 for the purpose of financing the construction of vessels. The loan bears annual interest at a rate of 2%, with a grace period for the first six months. In 2013, an amount of USD 19,100,000 was advanced to the borrowers. Opening balance Q4 19,389,683 Interest capitalised Q4 97,623 Balance at end of Q4 19,487,306 Loans from related parties Loan C On November 1, 2011 the Company entered into a loan agreement with Metrocon Holding Corp, a related party entity, subject to which the lender shall make available to the borrower a term loan up to USD 40,000,000 for the purpose of assisting the borrower in participating in Deep Sea Metro Ltd. The borrower shall pay interest at a rate of 2% per annum on the Loan which is payable together with the repayment of the loan, at a date no later than December 31, Opening balance Q4 25,766,530 Interest capitalised Q4 123,178 Balance at end of Q4 25,889,708 Loan D 2

3 On October 15, 2011 the Company entered into a loan agreement with Metrobulk Holding S.A., a related party entity, subject to which the lender shall make available to the borrower a term loan up to USD 26,000,000 for the purpose of assisting the borrower in participating in Deep Sea Metro Ltd. The borrower shall pay interest at a rate of 2% per annum on the Loan which is payable together with the repayment of the loan, at a date no later than December 31, Opening balance Q3 1,468,122 Interest capitalised Q3 5,069 Balance at end of Q3 1,473,191 The Cash and cash equivalents at 31 December 2014 were USD 0.4 million. An amount of USD 4.6 million is classified as restricted cash, this amount is deposited into an non interest reserve account and will be used to cover 3 months interest due to bond holders. The bond issuance cost (fees & expenses) was USD 7.3 million which will be amortized within the next two years. (up to 14 February 2016 ). On 31 December 2014 the net of amortization amount being USD 4.1 million is classified as deferred charges. On 31 December 2014 the payables trade & others were USD 2.3 million which is consisting of USD 2.3 million interest accrued for the period 14 November to 31 December On 31 Decemberr 2014 the total equity was USD million. On the 31 Decemberr 2014 the retained loss was USD million, where the USD was the impact of the participation into Deep Sea Metro, USD 14.4 million was the bond interest cost, USD 3.2 million the amortization of the bond fees & expenses and the rest of USD 2.3 million was the company s accumulated operating loss. Significant accounting policies The principal accounting policies applied in the preparation of these financial statements are consistent with those used in the annual financial statements for the year end These financial statements should be read together with the annual financial statements for 2013 which include a full description of the account policies. These policies have been consistently applied to all the years presented, unless otherwise stated. 3

4 BALANCE SHEET (amounts in US Dollars) YTD 4Q 3Q 2Q 1Q FY (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (audited) ASSETS Non-Current Assets Investments in Associates 415,338, ,338, ,768, ,265, ,828, ,448,211 Restricted cash 4,650,000 4,650,000 9,300,000 13,020,000 16,740,000 Total non-current assets 419,988, ,988, ,068, ,285, ,568, ,448,211 Current Assets Receivables 16,380 16,380 16,380 16,380 16,380 16,380 Due from related party 1,015,225 1,015, ,642 30,450-1,010,071 Loan to related party 22,035,100 22,035,100 21,924,700 21,814,300 21,705,100 22,850,000 Cash and Cash equivalents 374, , ,663 4,908,798 5,374,464 1,653 Total current assets 23,441,271 23,441,271 23,515,385 26,769,928 27,095,944 23,878,104 Total Assets 443,429, ,429, ,584, ,055, ,663, ,326,315 EQUITY Share capital Paid-in capital 412,724, ,724, ,724, ,724, ,724, ,724,146 Retained earnings (181,695,098) (181,695,098) (54,807,582) (51,890,811) (51,388,623) (45,705,706) Total Equity 231,029, ,029, ,916, ,833, ,335, ,018,440 LIABILITIES Non-current liabilities Debenture loan 186,000, ,000, ,000, ,000, ,000,000 - Deferred charges, net (4,110,188) (4,110,188) (5,023,563) (5,936,938) (6,850,313) - Loans from related parties 27,362,898 27,362,898 27,234,652 27,106,407 26,979,555 26,854,096 Total non-current liabilities 209,252, ,252, ,211, ,169, ,129,242 26,854,096 Current Liabilities Trade & other payables 3,103,607 3,103,607 2,334,389 1,998,413 2,169,911 87,622 Due to related parties 44,359 44, ,010 53,819 29, ,157 Total current liabilities 3,147,966 3,147,966 2,456,399 2,052,232 2,199, ,779 Total Liabilities 212,400, ,400, ,667, ,221, ,328,426 27,307,875 Total Equity and Liabilities 443,429, ,429, ,584, ,055, ,663, ,326, MTRX Fin. Stat MASTER V P.1

5 INCOME STATEMENT YTD 4Q 3Q 2Q 1Q FY (amounts in US Dollars) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (audited) Operating expenses and other income Share profit /(loss) in associates (117,434,828) (120,430,215) 1,703,560 4,437,103 (3,145,276) (4,145,554) Other income /(expenses), net 29, ,000 - General and Administrative expenses (1,903,149) (1,126,204) (255,048) (292,302) (229,595) (1,589,728) Accrued expenses reimburshment 1,000, , ,000 1,000,000 Net operating expenses (118,308,722) (121,306,419) 2,198,513 4,145,055 (3,345,871) (4,735,282) Operating Profit /(loss) (118,308,722) (121,306,419) 2,198,513 4,145,055 (3,345,871) (4,735,282) Finance cost (18,120,615) (5,691,621) (5,226,621) (4,760,227) (2,442,146) (626,375) Finance income 439, , , , ,100 1,934 Finance cost, net (17,680,670) (5,581,097) (5,115,284) (4,647,243) (2,337,046) (624,441) Loss for the Year (135,989,392) (126,887,516) (2,916,771) (502,188) (5,682,917) (5,359,723) Other comprehensive income for the Year Total comprehensive loss for the Year (135,989,392) (126,887,516) (2,916,771) (502,188) (5,682,917) (5,359,723) MTRX Fin. Stat MASTER V P.2

6 CHANGES OF EQUITY AS OF SEPT 30, 2014 (amounts in US Dollars) (unaudited) Share Capital Retained Earnings Total At 1 January ,554,146 (12,542,660) 391,011,486 Comprehensive income for the Year Loss for the year (27,803,323) (27,803,323) Other comprehensive income 0 Total comprehensive loss for the Year 0 (27,803,323) (27,803,323) Transactions with owners Capital contribution 44,500, ,500,000 Total transactions with owners 44,500, ,500,000 At 31 December ,054,146 (40,345,983) 407,708,163 Comprehensive income for the Period Loss for the period (5,359,723) (5,359,723) Other comprehensive income 0 Total comprehensive loss for the Period 0 (5,359,723) (5,359,723) Transactions with owners Capital contribution 54,670, ,670,000 Total transactions with owners 54,670, ,670,000 At 31 December ,724,146 (45,705,706) 457,018,440 Comprehensive income for the Period Loss for the period (135,989,392) (135,989,392) Other comprehensive income 0 Total comprehensive loss for the Period 0 (135,989,392) (135,989,392) Transactions with owners Capital contribution Capital returned (90,000,000) 0 (90,000,000) Total transactions with owners (90,000,000) 0 (90,000,000) At 31 December ,724,146 (181,695,098) 231,029,048 MTRX Fin. Stat MASTER V P.3

7 CASH FLOW (amounts in US Dollars) YTD 4Q 3Q 2Q 1Q FY Operating Activities Cash used for operations (1,944,962) (543,621) (412,472) (302,085) (686,784) -1,146,020 Receivables received 1,000, ,000,000 - Interest received 439, , , , ,100 1,934 Net cash used in operating activities (505,017) (433,097) (301,135) (189,101) 418,316-1,144,086 Investing Activities Payment increase shares (72,325,070) (4,800,000) - (67,525,070) -4,213,866 loans to related parties ,850,000 Net cash used in investing activities (72,325,070) - (4,800,000) - (67,525,070) -27,063,866 Financing Activities Debenture loan 186,000, ,000,000 - Bond issuance exps (7,307,000) - - (276,565) (7,030,435) - Restricted cash (4,650,000) 4,650,000 3,720,000 3,720,000 (16,740,000) - Bond coupon paid (12,090,000) (4,650,000) (3,720,000) (3,720,000) - - Loan from related parties 1,250, ,250,000 2,015,000 Loan repayments ,234,002 capital contribution (90,000,000) - 1,000,000 - (91,000,000) 54,670,000 Net cash used from financing activities 73,203,000-1,000,000 (276,565) 72,479,565 25,450,998 Net (decrease) / increase in cash 372,913 (433,097) (4,101,135) (465,666) 5,372,811-2,756,954 Cash Beg 1, ,663 4,908,798 5,374,464 1,653 2,758,607 Cash end 374, , ,663 4,908,798 5,374,464 1,653 MTRX Fin. Stat MASTER V P.4