This post takes a closer look at DG’s لؤلؤ of an investment, Pearl
Petroleum Ltd. BVI which accounts for the lion’s share of DG’s bewhiskered
Trade Receivables.
What can we learn
about how Pearl is doing from DG? In performing this exercise we’ll ignore for
the moment that cash payment by the KRG has severely lagged billing. If DG’s information is lacking (a question
that might not really need to be asked), do we have alternative sources of
information? How do we exploit that information?
Why take a closer look?
According to press reports, DG’s management
has admitted that its Egyptian operation has generated only USD 60 million in
net profit during the ten-year life of the sukuk and just this month advised
that Zora field production was down some 49% from the “corresponding quarter”
in its 1H2017 interim financial report.
With a track record like that, taking a look at DG’s “jewel” is well
worth the effort.
Dana Gas Information on PPL
As I posted
earlier, DG’s disclosure regarding Pearl Petroleum Limited is rather
limited. For some reason no doubt
well-reasoned and Shari’ah compliant, DG does not disclose its share of net
income in PPL but only gross operating income.
As regards Shari’ah, AA supposes that there has
been evolving interpretation of what “selling” or “wet corn” means (Muslim/Abu
Hurairah) or “selling without disclosing defects” (Ibn Majah/ Wasila bin
el-Asqa).
AA has trawled through DG’s
audited financials note on joint operations and prepared the following summaries.
Let’s start with the statement of condition
aka “balance sheet”.
DG
Info: PPL Balance Sheet USD Millions
|
Year
|
CA
|
NCA
|
TA
|
LIABS
|
EQUITY
|
2016
|
2,117
|
726
|
2,843
|
194
|
2,649
|
2015
|
2,123
|
777
|
2,900
|
89
|
2,811
|
2014
|
1,950
|
790
|
2,740
|
100
|
2,640
|
2013
|
1,358
|
823
|
2,180
|
45
|
2,135
|
2012
|
1,088
|
848
|
1,935
|
25
|
1,910
|
2011
|
670
|
878
|
1,548
|
28
|
1,520
|
2010
|
343
|
908
|
1,250
|
58
|
1,193
|
Technical notes:
The joint operations note presents only DG's share of PPL's assets and income.
To get PPL level information, one must divide DG's share by 0.35 in 2016 and 2015 and by 0.40 for the earlier years shown. Why the change in 2015? DG sold an additional 5% to RWE in 2015.
Comments:
DG “consolidates” its share of PPL’s assets and liabilities in preparing its
(DG’s) financial statements. When it does so, it eliminates intra-group (DG and
PPL) transactions. Therefore, it’s possible that PPL’s balance sheet is larger
than shown above.
What could such
intergroup transactions be? Intra-group
company loans, accounts receivable payable by PPL, etc.
Now to the income
statement.
DG
Info: PPL Income Statement USD
Millions
|
Year
|
NET
REV
|
OPCOST
|
GPROF
|
CHGEQ
|
DOI/OCI
|
2016
|
223
|
100
|
123
|
-163
|
-286
|
2015
|
406
|
97
|
309
|
171
|
-137
|
2014
|
618
|
88
|
530
|
505
|
-25
|
2013
|
575
|
105
|
470
|
225
|
-245
|
2012
|
645
|
85
|
560
|
390
|
-170
|
2011
|
565
|
73
|
493
|
328
|
-165
|
2010
|
205
|
15
|
190
|
348
|
158
|
Technical notes:
Same methodology as with the balance sheet to
convert the information DG presents on its share of income to the aggregate
income for PPL.
As noted DG only presents
PPL’s Operating Profit not Net Income.
Using
the change in equity (CHGEQ) as a proxy for net comprehensive income, I have
computed the amount required to plug the gap in CHGEQ. This is labeled DOI/OCI. Derived Other Income (including other
expenses not in gross operating profit) and Other Comprehensive Income. (AA's calculations are in red typeface.)
Examples of OCI would be change in carrying
value of PPL’s contractual rights, value of reserves, etc.
DOI would include the interest that PPL
accrued on the unpaid KRG receivables.
Recall that when PPL reversed the interest at 9% DG’s share of the
reversal was USD 121 million or roughly USD 346 million for PPL in
aggregate. However, the arbitral
decision allowed PPL to charge interest at L+2%. Looking at note 28 in both 2016 and 2015, the
change in interest due is some USD 68 million, implying (note that word) that
the net of the reversal of the 9% interest and the accrual of interest at 2%
was USD 68 million or roughly USD 194 million for PPL.
So with DG’s “wet corn” tucked under the
“dry” corn, we’re left with questions about PPL’s balance sheet and its income performance
before allocation of DG expenses to PPL.
Other Sources of Information on PPL
It would seem like we’re at a dead
end.
But there are other sources of
information on PPL. DG has four partners
in PPL. Crescent, OMV Austria, MOL
Hungary and RWEST Germany.
Crescent is a private company and does not appear to
disclose its financials. You’ll find Crescent
on the web at http://www.crescent.ae/home.html. Note that the Chairman of Crescent is also
the Chairman of DG. Other apparent members of the Chairman’s family are on DG’s
board. Crescent is DG’s largest
shareholder and thus would have rights to seats on DG’s board.
Having
a bit to do at work, AA looked only at the financials of OMV and MOL. Preparing info on PPL from RWEST is left as
an exercise for the student. Expect an announcement soon on the opening of
Arqala University! It’s going to be a
huge success more so than Arqala Steaks –also under formation.
OMV Information on PPL
Here’s the data compiled from OMV.
First,
the balance sheet.
OMV
Info: PPL Income Statement USD
Millions
|
Year
|
Rev
|
Op
Prof
|
OCI
|
NI
|
OMV
|
2016
|
223
|
149
|
0
|
149
|
16
|
2015
|
357
|
-258
|
0
|
-258
|
-26
|
2014
|
618
|
-373
|
0
|
-373
|
-37
|
2013
|
575
|
169
|
0
|
169
|
17
|
Technical notes:
Despite
its 10% ownership share, OMV accounts for PPL as an equity investment because
it has substantial control over PPL because as I noted earlier some PPL
decisions require shareholder unanimity.
OMV reports data for PPL’s balance sheet and income statement so
there is no need to adjust numbers.
OMV only began reporting separate data on PPL in 2014. Before that PPL was aggregated with another
equity accountee.
I’ve used year end
spot exchange rates for the balance sheet (ECB) and averages
for the year (IBRD) to convert OMV’s reporting currency (euros) to
USD. You’ll also find this info at the Deutsche
Bundesbank with slight variations to the IBRD average rate, a
cautionary note about the potential for “different” versions of the same data from
well-regarded sources. I used the IBRD
average rate for HUF to convert MOL data so for consistency I used IBRD for OMV
as well. Where there was a lapse, e.g.,
2016 average for the euro in the IBRD data, I used the Bundesbank data.
CA and NCA are current assets and non-current
assets respectively. The same C and NC prefixes are
used for liabilities.
Comments:
Three things of note from the OMV data.
Noncurrent
liabilities are disclosed. Based on
other information in both OMV and MOL’s financials, these amounts primarily consist
of loans extended by shareholders to PPL. The difference between NCLs and the derived loan balances may consist of accrued
unpaid interest.
Side Note: The loans were extended at Libor plus 2% which both OMV and
MOL describe as a “market” rate. AA
would like to borrow some money from a “market” that rates Kurdistan risk this low
because AA could probably get a loan at Libor minus 2%.
In
2015 OMV restated PPL’s equity as of 2014 or more precisely marked it
down roughly USD 1.5 billion. There
is no restatement of PPL’s equity in DG’s financials.
OMV’s calculation of equity is higher than
DG’s for 2014-2016.
Now to the income statement.
OMV
Info: PPL Income Statement USD
Millions
|
Year
|
Rev
|
Op
Prof
|
OCI
|
NI
|
OMV
|
2016
|
223
|
149
|
0
|
149
|
16
|
2015
|
357
|
-258
|
0
|
-258
|
-26
|
2014
|
618
|
-373
|
0
|
-373
|
-37
|
2013
|
575
|
169
|
0
|
169
|
17
|
Comments:
MOL
Information on PPL
MOL
Info: PPL Balance Sheet USD Millions
|
Year
|
CA
|
NCA
|
TA
|
CL
|
NCL
|
Equity
|
2016
|
2,345
|
658
|
3,003
|
138
|
1
|
2,864
|
2015
|
2,123
|
686
|
2,809
|
88
|
229
|
2,492
|
2014
|
2,038
|
690
|
2,728
|
98
|
248
|
2,382
|
2013
|
1,415
|
716
|
2,130
|
49
|
253
|
1,829
|
R2012
|
1,122
|
734
|
1,856
|
24
|
490
|
1,342
|
2012
|
1,122
|
3,556
|
4,678
|
24
|
490
|
4,163
|
2011
|
684
|
3,582
|
4,266
|
28
|
644
|
3,595
|
2010
|
345
|
3,607
|
3,952
|
61
|
782
|
3,108
|
Technical Notes:
Like OMV, MOL uses the equity method to account for
PPL. MOL’s reporting currency is
Hungarian Forint (HUF).
It reports PPL’s aggregate balance sheet and income
statement except for 2010-2012 when it reported only its share of the balance
sheet and income. Figures for those
years have been divided by 0.1 to calculate PPL’s aggregate balance sheet.
I used the same IBRD source mentioned above for average
annual rates for the HUF and laboriously copied fiscal year end spot rates from
NMB (Hungarian Central Bank) website.
Comments:
Both
MOL and OMV report very similar balance sheets for 2014-2016 which AA takes as
indicating that this exercise has produced a fairly accurate picture of PPL’s
balance sheet for those years.
Note that
their equity numbers are equal for the period 2014-2016 and different (higher) than DG’s.
But there is a significant
difference between MOL and OMV regarding the restatement of PPL’s equity. At MOL the restatement occurs in 2013 for fiscal
2012 and is a much larger amount USD 2.8 billion versus USD 1.5 billion
at OMV for fiscal 2014. It is
unclear what caused this timing difference.
NCLs as reported by MOL track those reported by OMV. With the longer data period at MOL we can see
the shareholder loans have declined to next to nothing from roughly USD 782
million in 2010.
Looking at the change from 2015 to 2016 in NCLs, at a 35%
share, DG received roughly USD 80 million in repayments from PPL in 2016. Because these are intergroup transactions,
they would not be reflected in DG’s consolidated statement of cashflows.
The USD 80 million was likely reflected in
consolidated cash as DG’s 35% share of PPL’s total cash. Once payment to
DG was made DG’s consolidated cash balance would not change. If DG prepared and disclosed parent only
financials, we should see the USD 80 million as a separate transaction there.
Now
let’s turn to MOL’s version of PPL’s income statement.
MOL
Info PPL Income Statement USD Millions
|
Year
|
Rev
|
Op
Prof
|
OCI
|
NI
|
MOL
|
2016
|
223
|
235
|
154
|
388
|
0
|
2015
|
357
|
-188
|
293
|
106
|
11
|
2014
|
618
|
524
|
28
|
553
|
55
|
2013
|
575
|
470
|
17
|
487
|
84
|
2012
|
645
|
564
|
5
|
570
|
57
|
2011
|
565
|
494
|
-8
|
486
|
49
|
2010
|
205
|
192
|
5
|
197
|
20
|
Comments:
Similar to OMV, MOL’s restatement of PPL’s equity did not result in a restatement of net income which seems to bolster AA’s theory that this is a valuation change of contractual rights or reserve values.
But OMV and MOL part company on income.
MOL’s calculation of net income tracks closely the change in equity and is much large and more consistently positive than OMV’s. OMV does not appear to consider OCI. Yet the difference between the two is apparently not solely the result of OCI.
Based on MOL’s calculation, PPL appears to be a highly profitable investment.
But there is a wrinkle here. Despite recognizing larger net income, in 2016 MOL stopped accruing income on PPL shifting to a “cash basis”. That is not a vote of faith in PPL’s prospects or the ability of the KRG to settle the trade receivables.
Summary
We’ve been able to recreate PPL’s balance
sheet in more detail than DG has provided.
This can serve as a basis for further analysis by other interested
parties, e.g., sukuk holders’ advisors, equity analysts, and equity holders.
- However, this exercise has not resulted in a
completely identical set of financials.
As regards the balance sheet, there is an approximate 10% of so
difference between DG’s value of equity and that reported by OMV and MOL.
- More importantly for a meaningful analysis,
there are striking differences in PPL’s income as reported by DG, OMV, and
MOL.
- DG only provides gross operating
profit not net income or net comprehensive income. The above mentioned “interested parties” may
wish to push DG to provide additional information. For starters, to disclose its calculation of
PPL net comprehensive income before and after allocation of DG expenses.
- OMV and MOL have very different net income
figures for PPL. While PPL is a small fish in OMV’s and MOL’s operations,
parties interested in those companies may also wish to understand more about PPL’s
performance.
- As noted, this does not
seem to be solely the result of MOL considering OCI while OMV does not as OCI
does not equal the difference between OMV and MOL’s figures.
- Interestingly, DG, OMV, and MOL are all audited by Ernst and Young, though it's important to note that each of the firms are legally separate partnerships within the global E&Y “family”.
- Differences among these companies' accounting for PPL is the result of differences in accounting practices. DG “consolidates” its share of PPL. OMV and MOL use the equity method to
account for their respective holdings in PPL. But, as noted above, OMV and MOL have
remarkably different results for net income.
- Finally, this
approach to reconstructing/estimating undisclosed information by using other
sources might be useful to bankers, investors, and other interested parties for
a range of other transactions and obligors.
Where there is more than one partner in a venture and that partner is
listed in a reasonably well regulated market, there may be disclosures
available. One can also look to
counterparties to a transaction who may disclose details in their public
disclosures that their counterparty does not.
- Side Note: On that topic, early in AA’s career, a dearly respected white-haired mentor
told AA how a colleague of his had recreated a rudimentary set of Aramco
financials from SEC-mandated disclosures by the listed US oil companies who
were Aramco shareholders at the time.
This chap later off-handedly discussed key elements of Aramco’s
financials with the company, much to the consternation of Aramco officials who
were concerned about the reaction of the “new” Saudi shareholder.