UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2020
Commission File Number 001-39171
BROOGE ENERGY LIMITED
(Translation of registrant’s name into English)
c/o Brooge Petroleum and Gas Investment Company FZE
P.O. Box 50170
Fujairah, United Arab Emirates
+971 9 201 6666
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):☐
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which
the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been
the subject of a Form 6-K submission or other Commission filing on EDGAR
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report and the exhibit hereto contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties concerning Brooge Petroleum and Gas Investment Company’s (“BPGIC”), Brooge Petroleum and Gas Investment Company Phase III FZE’s (“BPGIC III”) and Brooge Energy Limited’s (“Brooge Energy”) expected financial performance, as well as their strategic and operational plans. The actual results may differ materially from expectations, estimates and projections due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; (2) Brooge Energy’s and its subsidiaries’ ability to obtain financing for Phase III on commercially reasonable terms; (3) Brooge Energy’s and its subsidiaries’ ability to negotiate and enter into development and offtake agreements on commercially reasonable terms; (4) the results of technical and design feasibility studies, including the Soil Investigation and the Environmental Impact Assessment report for Phase III; (5) the loss of any end-users; (6) changes in customer demand with respect to ancillary services provided by Brooge Energy and its subsidiaries including throughput, blending, heating, and intertank transfers; (7) Brooge Energy’s and its subsidiaries’ ability to effectively manage the risks and expenses associated with the construction of Phase II, Phase III and other growth and expansion projects; and (8) other risks and uncertainties indicated from time to time in filings with or submissions to the SEC by Brooge Energy. Readers are referred to the most recent reports filed with or furnished to the SEC by Brooge Energy. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
CONTENTS
Results of Operations and Financial Condition
On November 30, 2020, Brooge Energy issued a press release announcing its financial results for the six months ended June 30, 2020 and announcing that management hosted a conference call to discuss its financial results for the six months ended June 30, 2020, as scheduled, at 8 a.m. ET on November 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit No. | Description of Exhibit | |
99.1 | Press Release dated November 30, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BROOGE ENERGY LIMITED | ||
Date: December 1, 2020 | By: | /s/ Nicolaas L. Paardenkooper |
Name: Nicolaas L. Paardenkooper Title: Chief Executive Officer |
Exhibit 99.1
Brooge Energy Reports Revenue of $23 million for the Six Months Ending June 30, 2020
Management hosted a conference call on Monday, November 30, 2020 at 8 a.m. ET
NEW YORK, Nov. 30, 2020 (GLOBE NEWSWIRE) -- Brooge Energy Limited (“Brooge Energy” or the “Company”) (NASDAQ: BROG), a midstream oil storage and service provider strategically located outside the Strait of Hormuz, adjacent to the Port of Fujairah in the United Arab Emirates (“UAE”), today announced its financial results for the six months ending June 30, 2020.
2020 Half-Year Financial Highlights:
· | Revenue of $23 million as compared to $22 million in H1 2019 |
· | Gross profit of $16.7 million as compared to $17.1 million in H1 2019 |
· | EBITDA of $17 million as compared to $18.8 million in H1 2019 |
· | Net Profit of $16.2 million or $0.184 per basic and diluted earnings per share as compared to $12 million or $0.20 per basic and diluted earnings per share in H1 2019 |
· | Subsequent to the period end, the Company completed the issuance of a USD$200 million 5-year senior secured bond (with potential follow-on issuances of up to USD$50 million for a maximum aggregate borrowing limit of USD$250 million). The proceeds of the bond issue will, among other purposes, be used to repay existing bank debt for Phase I and to fund remaining capital expenditures ahead of the launch of the Company’s Phase II oil storage facility. |
Nicolaas L. Paardenkooper, Chief Executive Officer of Brooge Energy and BPGIC, said, “We continued to generate strong and consistent revenue throughout the first half of 2020 from our Phase I facility, which is operating at full capacity. Ancillary services contributed 47% of total revenue in H1 2020 (46% in H1 2019), with the balance coming from fixed, storage revenue. We continue to see a global shortage of available oil storage facilities worldwide, with facilities in The Middle East especially in high demand due to the key role it plays in oil production and its location across multiple trade routes. These market dynamics, along with our high-tech, high-speed facilities, and international award winning operational track record led us to leasing approximately one third of the Phase I capacity to a Super Major in May 2020, and additional contracts with more favorable terms, and gradual increase in fixed revenues of up to 50% starting November 2020.”
Financial Results for the Half-Year Ended June 30, 2020:
For the period ended 30 June 2020
Six-month | Six-month | |||||||||||
period ended | period ended | |||||||||||
30 June | 30 June | |||||||||||
Notes | 2020 | 2019 | ||||||||||
USD | USD | |||||||||||
Revenue | 3 | 22,893,875 | 22,042,687 | |||||||||
Direct costs | (6,146,872 | ) | (4,955,436 | ) | ||||||||
GROSS PROFIT | 16,747,003 | 17,087,251 | ||||||||||
General and administrative expenses | (2,696,346 | ) | (1,236,507 | ) | ||||||||
Finance costs | (3,370,988 | ) | (3,412,843 | ) | ||||||||
Changes in fair value of derivative financial instruments | 179,758 | (484,603 | ) | |||||||||
Changes in fair value of derivative warrant liability | 7 | 5,307,225 | - | |||||||||
NET PROFIT | 16,166,652 | 11,953,298 | ||||||||||
Other comprehensive income | - | - | ||||||||||
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 16,166,652 | 11,953,298 | ||||||||||
Earnings per share attributable to the ordinary shareholders of the Group: | ||||||||||||
Basic and diluted earnings per share (cents) | 0.184 | 0.20 | ||||||||||
Revenue for the six-month period ended June 30, 2020 was $23 million, compared to $22 million in the six-month period ended June 30, 2019. To date, all of the Company’s revenues are comprised of fixed leasing and variable ancillary services for its Phase I storage facility which was operating at 100% capacity for both the six-month period ended June 30, 2020 and the six-month period ended June 30, 2019.
Gross profit for the six-month period ended June 30, 2020 was $17 million, resulting in gross margin of 73%, compared to $17 million, or a gross margin of 78%, for the six-month period ended June 30, 2019. The decrease in gross margin is mainly due to increases in operations staff salary costs and costs associated with the new disaster management charges implemented by the Fujairah Oil Industry Zone (FOIZ).
EBITDA for the six-month period ended June 30, 2020 was $17 million as compared to $18.8 million for the same period the year prior.
Net profit for the six-month period ended June 30, 2020
was $16 million compared to a profit of $12 million in the six-month period ended June 30, 2019. For the period ended June, 30
2020, a derivative warrant liability of $10.4 million (31 December 2019: $15.7 million) was recorded, which resulted in a gain
on revaluation of derivative warrant liability for the six-month period ended June 30, 2020 of $5.3 million as compared nil for
the same period the year prior.
Basic and diluted earnings per share was $0.184 in the six-month period ended June 30, 2020, compared with earnings per share of
$0.20 in the six-month period ended June 30, 2019.
Balance Sheet and Liquidity:
The Company had cash and cash equivalents of $1 million as of June 30, 2020, compared with $20 million as of December 31, 2019.
Subsequent to the period end, Brooge completed the issuance of a USD $200 million 5-year senior secured bond with a borrowing limit of USD$ 250 million in the Nordic bond market. The bond, which will mature in September 2025, provides a flexible financial platform to support our future growth agenda and marks a key milestone for the Company in entering the international bond market.
Conference Call and Webcast Information
Date: | November 30, 2020 |
Time: | 8:00 a.m. ET / 5:00 pm UAE |
Dial-in numbers: | +1 877-425-9470 (U.S.), 800 035 703 290 (UAE), +1-201-389-0878 (International) |
Instructions: | Request the “Brooge Energy Call” or Conference ID: 13713748 |
Live webcast: | http://public.viavid.com/player/index.php?id=142593 |
A dial-in replay of the call will also be available, to those interested, until December 7, 2020. To access the replay, dial +1 844-512-2921 (United States) or +1 412-317-6671 (International) and enter replay pin number: 13713748.
About Brooge Energy Limited
Brooge Energy conducts all of its business and operations through its wholly-owned subsidiaries, Brooge Petroleum and Gas Investment Company FZE (“BPGIC”) and Brooge Petroleum and Gas Investment Company Phase III FZE (“BPGIC III”), Fujairah Free Zone Entities. Brooge Energy is a midstream oil storage and service provider strategically located outside the Strait of Hormuz adjacent to the Port of Fujairah in the United Arab Emirates. Its oil storage business differentiates itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending services with low oil losses. For more information please visit at www.broogeenergy.com
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties concerning BPGIC’s, BPGIC III’s and Brooge Energy’s expected financial performance, as well as their strategic and operational plans. The actual results may differ materially from expectations, estimates and projections due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; (2) Brooge Energy’s and its subsidiaries’ ability to obtain financing for Phase III on commercially reasonable terms; (3) Brooge Energy’s and its subsidiaries’ ability to negotiate and enter into development and offtake agreements on commercially reasonable terms; (4) the results of technical and design feasibility studies, including the Soil Investigation and the Environmental Impact Assessment report for Phase III; (5) the loss of any end-users; (6) changes in customer demand with respect to ancillary services provided by Brooge Energy and its subsidiaries including throughput, blending, heating, and intertank transfers; (7) Brooge Energy’s and its subsidiaries’ ability to effectively manage the risks and expenses associated with the construction of Phase II, Phase III and other growth and expansion projects; and (8) other risks and uncertainties indicated from time to time in filings with or submissions to the SEC by Brooge Energy. Readers are referred to the most recent reports filed with or furnished to the SEC by Brooge Energy. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
KCSA Strategic Communications
Valter Pinto / Elizabeth Barker
+1 212-896-1254 or +1 212-896-1203
BROG@kcsa.com or
Investor.relations@bpgic.com
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Restated) | ||||||||||||
At 30 June | At 31 December | |||||||||||
Notes | 2020 | 2019 | ||||||||||
USD | USD | |||||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 4 | 296,697,923 | 263,228,588 | |||||||||
Advances to contractors | 10,033,223 | 21,664,764 | ||||||||||
306,731,146 | 284,893,352 | |||||||||||
Current assets | ||||||||||||
Inventories | 289,928 | 179,644 | ||||||||||
Trade and other receivables | 11,051,701 | 2,348,693 | ||||||||||
Bank balances and cash | 5 | 1,093,883 | 19,830,771 | |||||||||
12,435,512 | 22,359,108 | |||||||||||
TOTAL ASSETS | 319,166,658 | 307,252,460 | ||||||||||
EQUITY AND LIABILITIES | ||||||||||||
Equity | ||||||||||||
Share capital | 6 | 8,801 | 8,804 | |||||||||
Share premium | 6 | 101,777,058 | 101,775,834 | |||||||||
Shareholders’ accounts | 11 | 71,017,815 | 71,017,815 | |||||||||
General reserve | 8 | 680,643 | 680,643 | |||||||||
Accumulated losses | (47,900,029 | ) | (64,066,681 | ) | ||||||||
Total equity | 125,584,288 | 109,416,415 | ||||||||||
Liabilities | ||||||||||||
Non-current liabilities | ||||||||||||
Term loans | 9 | 69,649,588 | 74,160,950 | |||||||||
Lease liability | 10 | 28,884,925 | 28,624,259 | |||||||||
Provisions | 29,692 | 13,941 | ||||||||||
98,564,205 | 102,799,150 | |||||||||||
Current liabilities | ||||||||||||
Derivative warrant liability | 7 | 10,402,161 | 15,709,460 | |||||||||
Term loans | 9 | 16,800,989 | 14,539,187 | |||||||||
Accounts payable, accruals and other payables | 63,120,303 | 61,115,121 | ||||||||||
Derivative financial instruments | 1,338,491 | 1,518,249 | ||||||||||
Lease liability | 10 | 3,356,221 | 2,154,878 | |||||||||
95,018,165 | 95,036,895 | |||||||||||
Total liabilities | 193,582,370 | 197,836,045 | ||||||||||
TOTAL EQUITY AND LIABILITIES | 319,166,658 | 307,252,460 | ||||||||||