EXHIBIT 99.1
INDONESIA ENERGY CORPORATION LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
(Unaudited) | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted cash –current | ||||||||
Accounts receivable | ||||||||
Short-term investment | - | |||||||
Other assets –current | ||||||||
Total current assets | ||||||||
Non-current assets | ||||||||
Property and equipment, net | ||||||||
Oil and gas property – subject to amortization, net | ||||||||
Oil and gas property – not subject to amortization, net | ||||||||
Deferred charges | ||||||||
Other assets –non-current | ||||||||
Total non-current assets | ||||||||
Total assets | $ | $ | ||||||
Liabilities and Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | $ | ||||||
Bank loan | ||||||||
Other current liabilities | ||||||||
Accrued expenses | ||||||||
Taxes payable | ||||||||
Total current liabilities | ||||||||
Non-current liabilities | ||||||||
Asset retirement obligations | ||||||||
Long term liabilities | ||||||||
Provision for post-employment benefit | ||||||||
Total non-current liabilities | ||||||||
Total liabilities | ||||||||
Equity | ||||||||
Preferred shares (par value $ ; shares authorized, shares issued and outstanding as of June 30, 2021 and December 31, 2020) | - | - | ||||||
Ordinary shares (par value $ ; shares authorized, and shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively) | ||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( |
) | ( |
) | ||||
Total equity | ||||||||
Total liabilities and equity | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements
F-1 |
INDONESIA ENERGY CORPORATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Six months ended June 30, |
Six months ended June 30, |
|||||||
2021 | 2020 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenue | $ | $ | ||||||
Operating costs and expenses: | ||||||||
Lease operating expenses | ||||||||
Depreciation, depletion and amortization | ||||||||
General and administrative expenses | ||||||||
Total operating costs and expenses | ||||||||
Loss from operations | ( |
) | ( |
) | ||||
Other income (expense): | ||||||||
Exchange (loss) gain | ( |
) | ||||||
Other income , net | ||||||||
Total other income, net | ||||||||
Loss before income tax | ( |
) | ( |
) | ||||
Income tax provision | ||||||||
Net loss | $ | ( |
) | $ | ( |
) | ||
Loss per ordinary share attributable to the Company | ||||||||
-Basic and diluted | $ | ( |
) | $ | ( |
) | ||
Weighted average number of ordinary shares outstanding | ||||||||
Basic and diluted |
The accompanying notes are an integral part of these condensed consolidated financial statements
F-2 |
INDONESIA ENERGY CORPORATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2021
Preferred
Shares, $0.00267 Par Value |
Ordinary
Shares, $0.00267 Par Value |
Additional | Accumulated Other |
|||||||||||||||||||||||||||||
Number
of Shares |
Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Comprehensive Income | Total Equity | |||||||||||||||||||||||||
Balance as of January 1, 2021 | - | $ | |
$ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||
Net loss | - | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||||||||||
Issuance of ordinary shares for service fee settlement | - | - | - | - | ||||||||||||||||||||||||||||
Share-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
Balance as of June 30, 2021 (unaudited) | $ | $ | $ | $ | ( |
) | $ | $ |
FOR THE SIX MONTHS ENDED JUNE 30, 2020
Preferred
Shares, $0.00267 Par Value |
Ordinary
Shares, $0.00267 Par Value |
Additional | Accumulated Other |
|||||||||||||||||||||||||||||
Number
of Shares |
Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Comprehensive Income | Total Equity | |||||||||||||||||||||||||
Balance as of January 1, 2020 | - | $ | |
$ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||
Net loss | - | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||||||||||
Realized actuarial gain of post-employment benefits | - | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
Issuance of ordinary shares for service fee settlement | - | - | - | - | ||||||||||||||||||||||||||||
Share-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
Balance as of June 30, 2020 (unaudited) | $ | $ | $ | |
$ | ( |
) | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements
F-3 |
INDONESIA ENERGY CORPORATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, | ||||||||
2021 | 2020 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Income from accounts payable written-off | - | ( |
) | |||||
Realized actuarial gain of post-employment benefits | - | ( |
) | |||||
Depreciation, depletion and amortization | ||||||||
Amortization of deferred charges | ||||||||
Share-based compensation | ||||||||
Issuance of ordinary shares for service fee settlement | ||||||||
Changes in operating assets and liabilities | ||||||||
Accounts receivable, net | ( |
) | ||||||
Other assets – current | ( |
) | ( |
) | ||||
Other assets - non current | ( |
) | ) | |||||
Accounts payable | ( |
) | ( |
) | ||||
Other current liabilities | ( |
) | ||||||
Accrued expenses | ( |
) | ||||||
Taxes payable | ( |
) | ( |
) | ||||
Net cash used in operating activities | ( |
) | ( |
) | ||||
Cash flows from investing activities | ||||||||
Cash paid for short-term investment | ( |
) | - | |||||
Cash paid for oil and gas property | ( |
) | ( |
) | ||||
Net cash used in investing activities | ( |
) | ( |
) | ||||
Cash flows from financing activities | ||||||||
Proceeds from (Repayment of) bank loan | - | ( |
) | |||||
Net cash used in financing activities | - | ( |
) | |||||
Effect of exchange rate changes on cash | - | - | ||||||
Net change in cash and cash equivalents, and restricted cash | ( |
) | ( |
) | ||||
Cash and cash equivalents, and restricted cash at beginning of period | ||||||||
Cash and cash equivalents, and restricted cash at end of period | $ | $ | ||||||
Supplementary disclosure of cash flow information: | ||||||||
Cash paid for: | ||||||||
Interest | $ | $ | ||||||
Non-cash investing and financing activities | ||||||||
Acquisition of asset retirement obligation | $ | $ | ||||||
Settlement of asset retirement obligation by accounts receivable | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements
F-4 |
INDONESIA ENERGY CORPORATION LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
Indonesia Energy Corporation Limited (the “Company” or “IEC”), through its subsidiaries in Hong Kong and in Indonesia, is an oil and gas exploration and production company focused on the Indonesian market. The Company currently holds two oil and gas assets through subsidiaries in Indonesia: one producing block (the “Kruh Block”) and one exploration block (the “Citarum Block”). The Company also identified a potential third exploration block known as the “Rangkas Area”.
Impact of COVID-19 Pandemic
On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including in Indonesia, where the Company operates. As the pandemic and new variants of COVID-19 have continued into 2021, the Company has experienced delays which have, and may continue to materially and adversely impact, the Company’s business operations.
As of the date of issuance of these condensed consolidated financial statements, the impact of COVID-19 on the Company’s business, financial condition, and results of operations includes, but are not limited to, the following:
● | The Company modified its business practices, including restricting employee travel, requiring employees to work remotely, and cancelling physical participation in meetings, events, and conferences. | |
● | The health-related mandate or guidelines issued by the Indonesian or local authorities has caused and may continue to cause the Company to restrict the number of workers deployed to the drilling sites, therefore delaying the Company’s drilling and exploration operations. In addition, the large scale of social restrictions in Jakarta and many Indonesian regions severely prolongs the time required for the approval of any project proposal, permit application, procurement, and tender process. | |
● |
Crude oil prices (including, of note to the Company, the Indonesian Crude Price published by the Government of Indonesia (the “ICP”)) have been negatively impacted due to low oil demand, increased production, and disputes between the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia on production cuts. While oil prices have risen and fluctuated during the periods presented, the Company’s revenue and potential for profit have been adversely impacted and could in the future be adversely impacted due to decreases in prevailing oil prices. |
F-5 |
● | During 2021, the Company commenced pre-drilling operations for its planned new wells at Kruh Block. The process of drilling for the first 3 new wells was delayed to the government permitting process but also because of delays that resulted from COVID-19-related restrictions. Commencement of new drilling was intended to begin during the first quarter of 2021 but began in the second quarter and has continued during the year, with two of three anticipated new wells for 2021 having been drilled. | |
● | The COVID-19 pandemic may disrupt the Company’s ability to raise additional capital to finance its operations in the future, which could materially and adversely affect the Company’s business, financial condition, and prospects. |
Consequently, due to the factors discussed above, and other unforeseen and unpredictable consequences of the COVID-19 pandemic, the Company’s business and results of operations have been and may continue to be adversely impacted by COVID-19. Given the speed and frequency of the continuously evolving developments with respect to the COVID-19 pandemic, the Company cannot reasonably estimate the magnitude of the impact to its consolidated results of operations during 2021 and beyond.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and consolidation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statements. Accordingly, they may not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim financial information should be read in conjunction with the condensed consolidated financial statements and footnotes thereto included in the Company’s financial statements for the year ended December 31, 2020 included in the Company’s Form 20-F filed with the SEC on May 18, 2021.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s condensed consolidated balance sheet as of June 30, 2021, condensed consolidated statements of operations, changes in equity and cash flows for the six months ended June 30, 2021 and 2020, as applicable, have been made. Operating results for the six months ended June 30, 2021 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2021 or any future periods.
The condensed consolidated financial statements include the financial statements of the Company and all its majority-owned subsidiaries from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation.
F-6 |
Short-term investment - available for sale security
The Company
classifies its bond as security available for sale based upon management’s intent and ability to hold the security. In
accordance with ASC 820, the Company measures its available-for-sale investment at fair value on a recurring basis. Increases and
decreases in the net unrealized gain or loss on the security available for sale are reflected as adjustments to the carrying value
of the security and as an adjustment, net of tax, to accumulated other comprehensive income. Interest earned on security available
for sale is included in interest income in the Company’s condensed consolidated statements of operations. On June 30, 2021, the
fair value of this investment is $
Recently issued accounting standards
The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies (“EGCs”) can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases, with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. In July 2018, ASU 2016-02 was updated with ASU 2018-11, Targeted Improvements to ASC Topic 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. In November 2019, ASU 2019-10, Codification Improvements to ASC 842 modified the effective dates of all other entities. In June 2020, ASU 2020-05 defer the effective date for one year for entities in the “all other” category. For all other entities, the amendments in ASU 2020-05 are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application of the guidance continues to be permitted. The Company will adopt ASU 2016-02 from January 1, 2022. The Company expects material changes to its consolidated balance sheet to recognize right-of-use lease assets and related lease liabilities for operating leases. The Company is in the process of evaluating the impact on its consolidated financial statements upon adoption.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard. For all other entities, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. The Company will adopt ASU 2016-13 from January 1, 2023. The adoption is not expected to have a material impact on its condensed consolidated financial statements.
F-7 |
Other accounting pronouncements that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.
NOTE 3 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:
June
30, 2021 |
December
31, 2020 |
|||||||
(Unaudited) | ||||||||
Cash and cash equivalent | $ | $ | ||||||
Restricted cash-current | ||||||||
Total Cash and cash equivalent and Restricted cash | $ | $ |
As
of June 30, 2021 and December 31, 2020, the restricted cash-current was comprised of (i) cash held in a special account as collateral
against a bank loan with amount equal to $
NOTE 4 – OTHER ASSETS
Consumables and spare parts (i) | $ | $ | ||||||
Operational Advance in Indonesian Rupiah | ||||||||
Prepaid taxes | ||||||||
Prepaid to Vendor | ||||||||
Prepaid Business Insurance | ||||||||
Others | ||||||||
Other assets –current | $ | $ | ||||||
Durable spare parts (i) | $ | $ | ||||||
Deposit and others | ||||||||
Other assets –non current | $ | $ |
(i) |
F-8 |
NOTE 5 – OIL AND GAS PROPERTY, NET
The following tables summarize the Company’s oil and gas activities by classification.
June
30, 2021 |
December
31, 2020 |
|||||||
(Unaudited) | ||||||||
Oil and gas property – subject to amortization | $ | $ | ||||||
Accumulated depletion and impairment | ( |
) | ( |
) | ||||
Oil and gas property – subject to amortization, net | $ | $ | ||||||
Oil and gas property – not subject to amortization | $ | $ | ||||||
Accumulated impairment | - | - | ||||||
Oil and gas property – not subject to amortization, net | $ | $ |
The following shows the movement of the oil and gas property – subject to amortization balance.
Oil
& Gas Property – Kruh |
||||
December 31, 2020 | $ | |||
Additional capitalization | ||||
Depletion | ( |
) | ||
June 30, 2021 (Unaudited) | $ |
For
the six months ended June 30, 2021, the Company incurred an aggregated development costs and abandonment and site restoration provisions,
which were capitalized, at $
Depletion
recorded for production on properties subject to amortization for the six months ended June 30, 2021 and 2020, were $
Furthermore,
for the six months ended June 30, 2021, the Company did
F-9 |
NOTE 6 – PROPERTY AND EQUIPMENT, NET
June
30, 2021 |
December
31, 2020 |
|||||||
(Unaudited) | ||||||||
Housing and welfare | $ | $ | ||||||
Furniture and office equipment | ||||||||
Computer and software | ||||||||
Production facilities | ||||||||
Drilling and production tools | ||||||||
Equipment | ||||||||
Total | ||||||||
Less: accumulated depreciation | ( |
) | ( |
) | ||||
Property and equipment, net | $ | $ |
Depreciation
charged to expense amounted to $
NOTE 7 – BANK LOAN
On
November 14, 2016, PT Green World Nusantara, an indirect, wholly-owned subsidiary of the Company, entered in an agreement and
obtained a credit facility in the form of an overdraft loan from PT Bank UOB Indonesia with a principal amount not exceeding $
The
Company has booked interest expense on the loan of $
NOTE 8 – ACCRUED EXPENSES
June
30, 2021 |
December
31, 2020 |
|||||||
(Unaudited) | ||||||||
Accrued interest | $ | $ | ||||||
Accrued operating expenses (i) | ||||||||
Total | $ | $ |
(i) |
F-10 |
NOTE 9 – TAXES
The
current and deferred components of the income tax provision which are substantially attributable to the Company’s subsidiaries
in Indonesia. Due to the unrecovered expenditures on TAC and KSO operations, there was
The
effective tax rate is based on expected income and statutory tax rates. For interim financial reporting, the Company estimates the annual
tax rate based on projected taxable income for the full year and records an interim income tax provision in accordance with guidance
on accounting for income taxes in an interim period. As the year progresses, the Company refines the estimates of the year’s taxable
income as new information becomes available. The Company’s effective tax rates for the six months ended June 30, 2021 and 2020
were
The Company did not incur any interest and penalties related to potential underpaid income tax expenses.
NOTE 10 – EQUITY
On
February 18, 2021, the Company issued of the Company’s restricted ordinary
shares to Frank Ingriselli, the Company’s President, pursuant to his employment agreement with the Company.
Such ordinary shares were valued at $per share, which was based on the closing
price of the shares traded on the NYSE American exchange on February 18, 2021 and $
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on its financial position, results of operations or cash flows. However, the Company cannot predict with certainty the outcome or effect of any such litigation or investigatory matters or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any such lawsuits and investigations. The Company has no significant pending litigation as of June 30, 2021.
Commitments
As a requirement to acquire and maintain the operatorship of oil and gas blocks in Indonesia, the Company follows a work program and budget that includes firm capital commitments.
Currently, Kruh Block is operated under a KSO until May 2030. The Company has material commitments in regards to the development and exploration activities in the Kruh Block and material commitments in regards to the exploration activity in the Citarum Block under a Production Sharing Contract with the the Indonesian Special Task Force for Upstream Oil and Gas Business Activities (known as SKK Migas) (the “PSC”). The following table summarizes future commitments amounts on an undiscounted basis as of June 30, 2021 for all the planned expenditures to be carried out in Kruh Block and Citarum Block:
F-11 |
Future commitments | ||||||||||||||||
Nature of commitments | Remaining of 2021 | 2022 | 2023 and beyond | |||||||||||||
Citarum Block PSC | ||||||||||||||||
Environmental study | ||||||||||||||||
Geological and geophysical (G&G) studies | (a) | $ | $ | $ | ||||||||||||
2D seismic | (a) | |||||||||||||||
Drilling |
(b)(c) |
|||||||||||||||
Total commitments -Citarum PSC | $ | $ | $ | |||||||||||||
Kruh Block KSO | - | |||||||||||||||
Operating lease commitments | (d) | $ | $ | $ | ||||||||||||
Production facility |
||||||||||||||||
G&G studies | (a) | |||||||||||||||
Sand fracturing | ||||||||||||||||
2D seismic | (a) | |||||||||||||||
3D seismic | (a) | |||||||||||||||
Drilling | (a)(c) | |||||||||||||||
Re-opening (2 wells) | (a) | |||||||||||||||
Total commitments -Kruh KSO | $ | $ | $ | |||||||||||||
Total Commitments | $ | $ | $ |
Nature of commitments:
(a) | ||
(b) | ||
(c) | ||
(d) |
NOTE 12 – GOING CONCERN
The
Company reported a net loss of $
When preparing the condensed consolidated financial statements as of June 30, 2021, the Company’s management concluded that a going concern basis of preparation was appropriate after analyzing the cash flow forecast for the next twelve months. In preparing the cash flow analysis, management took into account the Company’s ability to reduce capital expenditures when there is lack of available cash, and the Company’s ability to obtain financial support to fund any shortfall in cash requirements from potential public and private issuances of its securities, funding from its principal shareholder and through bank debt with banks in Indonesia with which the Company has pre-existing relationships.
Based on the Company’s current liquidity and anticipated funding requirements, particular if the Company’s efforts discussed above are unsuccessful if the Company fails to achieve these goals, the Company will likely need additional financing to execute its business plan. If additional financing is required, the Company cannot predict whether this additional financing will be in the form of equity, debt, or another form, and the Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available from any source, or that the Company is unsuccessful in increasing its revenues, achieving profitability gross profit margin and reducing operating losses, the Company may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.
Management prepared the condensed consolidated financial statements assuming the Company will continue as a going concern. However, there is no assurance that the measures above can be achieved as planned. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on the financial statements.
NOTE 13 – SUBSEQUENT EVENTS
The Company evaluated all events that occurred subsequent to June 30, 2021 through the issuance of the condensed consolidated financial statements, and determined that no events that would have required adjustment or disclosure in the condensed consolidated financial statements.
F-12 |