RNS Number:6197T
Black Rock Oil & Gas PLC
23 December 2003
BLACK ROCK OIL & GAS PLC
PRELIMINARY STATEMENT OF RESULTS
AND FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2003
BLACK ROCK OIL & GAS PLC
CONTENTS Page
Review of Operations 1
Consolidated Profit and Loss Account 3
Statement of Total Recognised Gains and Losses 4
Consolidated Balance Sheet 5
Consolidated Cash Flow Statement 6
Notes to the Financial Information 7
REVIEW OF OPERATIONS
FOR THE YEAR ENDED 30 JUNE 2003
Black Rock has further rationalised its licence portfolio during the year to 30
June 2003 and subsequently has continued to reduce expenditures on existing
acreage whilst preparing for either a corporate acquisition or other
opportunities.
Our current planning is for an acquisition or merger which will build Black
Rock's asset base and prepare the Company for its next round of activity.
The Directors have not set a time limit on any acquisition however we have
reviewed a number of opportunities and will continue to do so in seeking the
most appropriate acquisition for Black Rock. It is likely any transaction will
be accompanied by the issue of securities in Black Rock so we will keep
shareholders appraised of progress.
A reference to 'the Company' or 'Black Rock' in the Review of Operations
includes Black Rock Oil & Gas PLC and its subsidiaries which have interests in
the various licences referred to herein.
AUSTRALIA
EP 373 Canning Basin
The permit was relinquished on 23 August 2003.
WA 226-P Perth Basin
Black Rock's interest in this licence was sold to Norwest Energy NL for 12
million shares at an issue price of AUD10 cents together with 3 million options
in Norwest Energy NL.
During the period, Black Rock disposed of its entire shareholding and warrant
holding in Norwest Energy NL, which has strengthened the Company's cash
position. Our holding in Norwest Energy NL arose from the sale of an interest
in an oil well drilled during October 2002. This was subsequently abandoned as
dry and so this asset trade for marketable securities had a favourable outcome
for the Company.
PEL 425 Darling Basin
The permit was relinquished on 17 March 2003.
EP 419, Perth Basin
Black Rock reached agreement with Norwest Energy NL to farm-out an 80% interest
in Permit EP-419 in the Perth Basin. Under the terms of the agreement, Norwest
Energy NL assumes the role of Operator and paid all the costs of reprocessing
existing seismic data recorded within EP-419.
EUROPE
PEDL 042 & 026 - Weald Basin
Permits were relinquished.
REVIEW OF OPERATIONS
FOR THE YEAR ENDED 30 JUNE 2003
PEDL 042 was relinquished in March 2003.
PEDL 026 was relinquished in July 2002.
PEDL 113, PEDL 098 & PEDL 099
On, 27 October 2003, Black Rock announced that it had farmed out 5 per cent
interests in the UK onshore oil exploration licences PEDL 098, 099 and 113,
located in southern England, to Hereward Ventures PLC ("Hereward"). The
interests in the three licences will be earned by the contribution by Hereward
of a 10 per cent share of future costs which will include an appraisal well to
test a logged oil accumulation which is expected to be drilled on the Sandhills
- 2 prospect on PEDL 113 on the Isle of Wight during 2004.
D C Steinepreis
19 December 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2003
2003 2002
Note # #
Group turnover 2 - -
Cost of sales - -
_________ _________
Gross profit - -
Administrative expenses before
Impairment of exploration
expenditure and goodwill (186,430) (365,524)
Impairment of exploration expenditure
and goodwill
(815,016) (2,406,091)
Group operating loss
continuing (1,001,446) (2,771,615)
Profit on sale of fixed assets on
continuing operations
213,880 -
Loss on ordinary activities
before interest (787,566) (2,771,615)
Interest receivable 248 6,261
Loss on ordinary activities
before tax (787,318) (2,765,354)
Taxation 4 - -
Loss on ordinary activities
after taxation (787,318) (2,765,354)
Loss for the year (787,318) (2,765,354)
Dividends - -
Retained loss for the year (787,318) (2,765,354)
Loss per share
Basic 3 (0.81p) (3.29p)
Diluted 3 (0.81p) (2.47p)
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 30 JUNE 2003
2003 2002
# #
Retained loss for the year (787,318) (2,765,354)
Exchange differences on retranslation of net assets of (28,855) 4,290
foreign currency operations
__________ _________
Total gains and losses recognised for the year (816,173) (2,761,064)
========= ========
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2003
Notes 2003 2002
# # # #
Fixed assets
Intangible assets 5 305,660 1,297,865
Tangible assets 105 382
305,765 1,298,247
Current assets
Debtors 8,858 31,569
Cash at bank and in hand 195,986 36,674
204,844 68,243
Creditors: Amounts falling due
Within one year (53,332) (99,440)
Net current assets/(liabilities) 151,512 (31,197)
Total assets less current liabilities 457,277 1,267,050
Net assets 457,277 1,267,050
Capital and reserves
Called up share capital 7 491,326 488,126
Share premium account 8 3,845,440 3,842,240
Profit and loss account 8 (3,879,489) (3,063,316)
Shareholders' funds 457,277 1,267,050
The accounts were approved by the board on 19 December 2003.
D C Steinepreis H Warner
Director Director
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2003
2003 2002
Notes # # # #
Net cash outflow from 10
operating activities (262,706) (388,838)
Returns on investments and
Servicing of finance 248 6,261
(262,458) (382,577)
Acquisitions and disposals
Disposal of fixed assets 449,908 -
Net funds used for investing in exploration (34,538) (159,199)
Net cash inflow/(outflow) from
acquisitions 415,370 (159,199)
Net cash inflow/(outflow) before
financing 152,912 (541,776)
Financing
Proceeds from issue of share 6,400 122,500
Cash inflow from financing 6,400 122,500
Increase/(decrease) in cash 11 159,312 (419,276)
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2003
1. Basis of preparation and going concern
The accounts are prepared in accordance with the historical cost convention and
in accordance with applicable accounting standards and the Statement of
Recommended Practice "Accounting for Oil and Gas Exploration, Development,
Production and Decommissioning Activities".
The financial information contained in this report does not constitute full
statutory accounts within the meaning of Section 240 of the Companies Act 1985.
The figures are extracted from the audited full financial statements for the
year ended 30 June 2003 which will be filed with the Registrar of Companies in
due course.
The financial statements have been prepared on the basis of a going concern.
The Group's ability to continue as a going concern is contingent upon raising
additional funds and selling some of it's licences without affecting
significantly it's operations, to cover exploration commitments and for use as
working capital. In the absence of being able to raise funds through these
channels, the going concern basis may not be appropriate with the result that
the Group may have to realise its assets and extinguish its liabilities other
than in the ordinary course of business and at amounts different from those
stated in the financial report. No allowance for such circumstances has been
made in the financial statements as the directors believe that the group will be
able to raise funds in the future.
In addition, the group disposed of all its shares and options in Norwest Energy
NL, an Australian quoted company, during the year. It also reduced its
exploration expenditure commitments and obligations under the licencing
agreements for: EP419, PEL425, and EP373 in Australia and PEDL026, PEDL 042,
PEDL 098, PEDL 099 and PEDL 113 in Europe. The reduction of costs has been by
either surrendering licences or farming out interests. This rationalisation
occurred both during the year and subsequent to the year end.
2. Turnover
At the end of the financial year, the Group had not commenced commercial
production from its exploration sites and therefore had no turnover in the
period.
3. Earnings per share
The loss per ordinary share of 0.81p (2002: 3.29p) is based on the loss for the
financial period of #787,318 (2002: #2,765,354) and 97,685,515 ordinary shares
(2002: 84,052,323), being the average number of shares in issue for the period.
The diluted loss per share of 0.81p (2002: 2.47p) is based on the loss for the
financial period of #787,318 (2002: #2,765,354) and 97,685,515 ordinary shares
(2002: 111,836,223), being those shares in issue and those that are expected to
be issued in respect of outstanding warrants and options.
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2003
4. Taxation
Consolidated Group
2003 2002
Current tax
UK corporation tax on profits for the year - -
Adjustments for previous periods - -
_________ _______
Total current tax charge - -
======= =======
Factors affecting tax charge for period
Loss on ordinary activities before tax (787,318) (2,765,354)
Tax on loss on ordinary activities at the standard
rate of UK corporation tax of 30%
(236,195) (829,606)
Effects of:
Expenses not deductible for tax purposes 222,752 598,597
Depreciation 95 85
Capital allowances (72) (71)
Tax losses 24,558 320,765
Other tax adjustments (11,138) (89,770)
_______ ________
Total current tax charge - -
======= =======
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2003
5. Intangible assets - Group
The movements during the year were as follows:
Exploration and
appraisal
expenditure
Goodwill Total
# # #
Cost
At 1 July 2002 3,721,227 217,031 3,938,258
Additions 34,538 - 34,538
Disposals (236,028) - (236,028)
Exchange loss 24,301 - 24,301
__________ _________ _________
At 30 June 2003 3,544,038 217,031 3,761,069
========= ======== =========
Amortisation and impairment
At 1 July 2002 (2,495,520) (144,873) (2,640,393)
Disposals (742,858) (72,158) (815,016)
Impairment for the year - - -
__________ _________ __________
At 30 June 2003 (3,238,378) (217,031) (3,455,409)
========= ======== =========
Net book value
At 30 June 2003 305,660 - 305,550
========= ======== =========
At 30 June 2002 1,225,707 72,158 1,297,865
========= ======== =========
a) On acquisition of the subsidiary undertaking, Black Rock Petroleum NL,
in 2001, the book values of the net assets of the Black Rock Petroleum NL group
were substituted by their fair values for the purposes of the group accounts.
In arriving at the fair values of the exploration and appraisal expenditure
(which relate to pre-production costs of exploration sites that are unproved),
an external valuation was carried out by Mulready Consultancy Services Pty
Limited, an independent geological valuer, on 9 April 2001.
b) In accordance with the accounting policy, the directors have assessed the
value of the oil and gas exploration expenditure carried in the accounts as
intangible fixed assets. As explained in the review of operations on pages 1
and 2 the Group's licences on PEDL 026 (Europe Site) and the Jordan Project have
been relinquished. The licences in PEDL 042 (Europe site) and PEL 425 (Australia
site) were also relinquished in March 2003. Also licences on other Europe sites
comprising PEDL 099 and PEDL 098 and PEDL 113 have been impaired. The licence
in EP 373 (Australia site) was relinquished in August 2003. Accordingly, a
provision has been made against the related exploration expenditure and goodwill
and written off to the profit and loss account.
6. Post balance sheet events
1. Black Rock Petroleum NL relinquished its 100% interest in
EP373 in August 2003.
2. Black Rock UK reduced its interest in PEDL 098, PEDL 099
and PEDL 113 from 10% to 5% through a farm out dated 13 October 2003.
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2003
7. Share capital
2003 2002
# #
Authorised
200,000,000 ordinary shares of 0.5p each 1,000,000 1,000,000
Allotted, called up and fully paid
98,265,200 (2002: 97,625,200) ordinary shares of 0.5p 491,326 488,126
During the year, 640,000 ordinary shares of 0.05p each were issued at 0.1p
pursuant to the exercise of warrants.
The Company also has in issue 44,960,200 warrants exercisable at 1 pence each up
to 1 May 2004 and 4,885,012 options exercisable at 5 pence each up to 8 April
2004.
The movements in the share capital and the warrants are summarised below:
Number of shares Number of warrants
Opening balance at 1 July 2002 97,625,200 45,600,200
Issue for cash 640,000 (640,000)
_________ __________
98,265,200 44,960,200
========= =========
8. Statement of movements on reserves
Movements in the share premium and profit and loss account during the year were
as follows:
Share Premium Profit and loss
# #
At 1 July 2002 3,842,240 (3,063,316)
Issue of shares 3,200 -
Retained losses - (787,318)
Exchange differences - (28,855)
_________ _________
At 30 June 2003 3,845,440 (3,879,489)
======== ========
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2003
9. Reconciliation of movements in shareholders' funds - equity only
2003 2002
# #
Loss for the period (787,318) (2,765,354)
Dividends - -
_________ __________
(787,318) (2,765,354)
Net proceeds from share issues 6,400 329,752
Currency translation differences on foreign currency operations (28,855) 4,290
_________ _________
(809,773) (2,431,312)
Opening shareholders' funds 1,267,050 3,698,362
_________ _________
Closing shareholders' funds 457,277 1,267,050
======== ========
10. Reconciliation of operating loss to net cash inflow from operating activities
2003 2002
# #
Group operating loss before interest and foreign exchange movement
(1,001,446) (2,771,615)
Impairment of exploration expenditure 742,858 2,261,218
Goodwill amortised 72,158 144,873
Decrease in debtors 22,711 1,029
Decrease in creditors (46,108) (29,055)
Effect of foreign exchange rates (53,194) 4,429
Depreciation 315 283
_________ __________
Net cash (outflow)/inflow from operating activities (262,706) (388,838)
======== =========
11. Analysis of changes in net funds
2002 Cash flows 2003
# # #
Cash at bank and in hand 36,674 159,312 195,986
====== ====== =======
12. Reconciliation of net cash flow to movement in net funds
2003 2002
# #
Increase/(decrease) in cash 159,312 (419,276)
_______ _________
Movement in net funds 159,312 (419,276)
Net funds at 1 July 2002 36,764 455,950
_______ _________
Net funds at 30 June 2003 195,986 36,674
======= ========
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