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Last updated on May 21, 2013 at 6:21 EDT

InterOil Announces 2012 Financial And Operating Results

February 27, 2013

PORT MORESBY, Papua New Guinea and HOUSTON, Feb. 27, 2013 /PRNewswire/ — InterOil Corporation (NYSE:IOC) (POMSoX:IOC) today announced financial and operating results for the fourth quarter and full year ended December 31, 2012.

Year End 2012 Highlights and Recent Developments

  • During the year, InterOil drilled both the Triceratops-2 and Antelope-3 wells to total depth and completed initial logging and testing. The Triceratops-2 well established the Triceratops field as the third significant discovery to date on the Company’s licenses in Papua New Guinea. The Antelope-3 well results compare favourably with the Antelope-1 and Antelope-2 wells. The GLJ Report, prepared by our independent qualified reserves evaluator, effective as of December 31, 2012, indicated a 10% increase to 10.3 trillion cubic feet of gas equivalents (Tcfe) in the gross contingent best case resource estimate on our licenses in PNG compared to the 2011 year-end estimate of GLJ of 9.4 Tcfe.
  • On November 16, 2012, we were notified by the Prime Minister of Papua New Guinea Hon. Peter O’Neill that the National Executive Committee had conditionally approved our LNG development project in the Gulf Province. We believe that this decision clears the way for us to complete the LNG partnering process and proceed with our plans for the development of an LNG plant in the Gulf Province with initial planned output of a minimum of 3.8 million tonnes per annum.
  • Net profit for the quarter ended December 31, 2012 was $18.5 million, which contributed to our achievement of an annual net profit for the year ended December 31, 2012 of $1.6 million. Our comparative profit for the annual period in 2011 was a net profit of $17.7 million. The operating segments of Corporate, Midstream Refining and Downstream collectively returned a net profit for the year of $61.2 million. The development segments of Upstream and Midstream Liquefaction yielded a net loss of $59.6 million.
  • Subsequent to year end, on January 24, 2013, we announced that we have advised parties with which we have been in discussions that the final binding bid solicitation period for the LNG partnering process currently being undertaken will close on February 28, 2013. Our Board of Directors intends to meet our advisors during March 2013 for the purpose of evaluating bids received and selecting our partner(s) for the development of the LNG Project utilizing gas from the Elk and Antelope fields.

InterOil’s Chief Executive Officer Phil Mulacek commented, “The recent approval of our 3.8 mtpa LNG project in the Gulf Province by the National Executive Council of PNG paves the way to completing our LNG partnering process, including a sell down of our interest in the Elk and Antelope fields. The success of our delineation drilling at Triceratops and Antelope has positively impacted our 2012 year-end resource estimate. Our prospect inventory is maturing and we anticipate that it will support our goal of a multi-year, multi-well exploration program. I am pleased to confirm that the fifth annual resource evaluation of the Elk and Antelope fields, and our first estimate at the Triceratops field, continues to support our development plans. We look forward to progressing commercialization of these resources. We believe that these achievements, combined with a successful completion of our LNG partnering process, support our continued growth and operational success.”

Corporate Financial Results

InterOil recorded a net profit for the year ended December 31, 2012 of $1.6 million, compared with a profit of $17.7 million for the same period in 2011, a decrease of $16.1 million. The operating segments of Corporate, Midstream Refining and Downstream collectively returned a net profit for the year of $61.2 million. The development segments of Upstream and Midstream Liquefaction yielded a net loss of $59.6 million for an aggregate net profit of $1.6 million.

EBITDA for the year ended December 31, 2012 was $35.9 million, a decrease of $14.5 million compared to EBITDA of $50.4 million for the same period in 2011, the decrease was mainly due to a $25.1 million decrease in foreign exchange gain, due to the PGK being relatively stable in the year ended December 31, 2012.

Total revenues for the year ended December 31, 2012 were $1,320.6 million compared with $1,118.9 million and $807.0 million respectively for the same periods in 2011 and 2010. This increase in the year ended 2012 compared to the same period in 2011 was due to higher sales volumes and higher export prices during the period. The total volume of all products sold by us was 8.5 million barrels for fiscal year 2012, compared with 7.4 million barrels in 2011.

Business Segment Results

Upstream – During the year, InterOil drilled and tested the Triceratops-2 well in Petroleum Prospecting License (“PPL”) 237 to confirm the presence of gas and condensate, and test for the presence of reefal carbonate reservoir. Following successful flow from DST#9 of 27 MMSCFPD on June 6, 2012, the Triceratops-2 well was declared a discovery on June 14, 2012 by Department of Petroleum and Energy (the “DPE”). Triceratops seismic data indicates there is a large attic in terms of height and areal extent to the south, west and northwest of the Triceratops-2 well, which will be our focus during future seismic acquisition and well programs in this field.

On April 18, 2012, InterOil signed a binding heads of agreement (HOA) with Pacific Rubiales Energy (PRE) for PRE to be able to earn a 10.0% net (12.9% gross) participating interest in the PPL 237 onshore PNG, including the Triceratops structure located within that license. On November 29, 2012, we executed the PRE joint venture operating agreement and related documents associated with the Farm-In Agreement with PRE. Subsequent to year end, on January 24, 2013, the DPE approved and registered the transfer of interest in PPL 237 to PRE. The PPL 237 JV Operating Committee established with PRE will review and approve the forward work program, and submit an application for a PRL over the Triceratops discovery.

During the fourth quarter, InterOil drilled the Antelope-3 well to total depth and completed the initial wireline logging program. The top of the reservoir at the Antelope-3 well was penetrated at a depth of 5,328 feet (1,624 meters). This was 217 feet (66 meters) above the pre-drill estimate and 92 feet (28 meters) higher than the Antelope-1 well. The preliminary independent analysis of the wireline log results demonstrated a carbonate reservoir (limestone and dolomite) with similar reefal reservoir character and quality as the offset Antelope-1 and Antelope-2 wells.

InterOil continued appraising its exploration licenses during the year by acquiring Phase 3 seismic data on PPL 236 in addition to airborne gravity data acquired over PPL 236 and PPL 237. Analysis of the newly acquired gravity data generated additional leads to be assessed for further seismic acquisition. Proposed well locations have currently been selected for Tuna and Wahoo prospects. Given the success of the Triceratops-2 well and the better than expected results of the Antelope-3 well, we have had discussions with the DPE on our future focus and priorities. We believe that a clear mutual objective is to focus on progressing the LNG Project. To progress development of our core assets, we have applied for variations to modify the well commitments for PPL 236 and PPL 238. We are awaiting formal approval of variations in relation to our commitments.

InterOil’s Upstream business realized a net loss of $56.8 million in 2012 compared to a loss of $49.1 million in the comparable period a year ago. The increase in the loss in 2012 was mainly due to higher interest expense due to an increase in inter-company loan balance which was partially offset by reduced exploration costs incurred for seismic activity.

InterOil’s Annual Information Form includes the details of the independent engineering evaluation prepared by GLJ Petroleum Consultants Ltd. (2012 GLJ Report), which evaluated the Company’s contingent resources at the Elk, Antelope and Triceratops fields in Papua New Guinea effective as at December 31, 2012, and was prepared in accordance with the definitions and guidelines in the COGE Handbook and National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (NI 51-101).

The 2012 GLJ Report provides a best case estimate of contingent resources of 9.45 trillion cubic feet (Tcf) of natural gas and 143.6 million barrels of condensate (MMBbls), or 10.3 trillion cubic feet of natural gas equivalents (Tcfe).

This compares to GLJ’s year-end 2011 best case contingent resources estimate of 8.59 Tcf of natural gas and 128.9 MMBbls of condensate, or 9.4 Tcfe. The 2012 GLJ Report noted an increase of 10%, or 157.8 MMBOE, in the combined gross resource estimate for Elk, Antelope and Triceratops fields from the 2011 year-end estimate of Elk and Antelope fields. All resources estimated in the 2012 GLJ Report are classified as contingent resources – economic status undetermined, as follows:

Total Contingent Resources Estimate for Gas and Condensate for the Elk, Antelope and Triceratops Fields*

    As at
     December
     31,
     2012                            Low                    Case                 High
                                                            Best
    ---                              ---                                                      ---
     Contingent
     Gas
     Resources
     (Tcf)                                            6.95                  9.45        11.75
     ----------                                       ----                  ----        -----
     Contingent
     Condensate
     Resources
     (MMBbls)                                        114.2                 143.6        175.8
     ----------                                      -----                 -----        -----
     Contingent
     Resources
     MMBOE                                         1,273.3               1,718.2      2,134.2
     ----------                                    -------               -------      -------
    *These estimates represent 100% of the Elk, Antelope and Triceratops
     Fields.
    --------------------------------------------------------------------

Contingent Resource Estimate for Gas and Condensate at the Elk, Antelope and Triceratops Fields – Net to InterOil*

    As at December 31, 2012         Low       Case         High
                                              Best
    ---                                       ----
    Contingent Gas Resources (Tcf)       4.07         5.51         6.84
    -----------------------------        ----         ----         ----
    Contingent Condensate Resources
     (MMBbls)                            66.8         83.7        101.9
    -------------------------------      ----         ----        -----
    Contingent Resources MMBOE          744.8      1,002.8      1,241.2
    --------------------------          -----      -------      -------
    *These estimates are based upon
     InterOil holding a 58.5988% working
     interest in the Elk and Antelope
     fields and a 53.0364% working
     interest in PPL 237 (Triceratops
     field), which assumes that: (i) the
     State and landowners elect to
     participate in the Elk and Antelope
     fields to the full extent provided
     under applicable PNG oil and gas
     legislation after PDLs have been
     granted in relation to the Elk and
     Antelope fields and the Triceratops
     field and (ii) all elections are
     made to participate in such fields
     by all investors pursuant to
     relevant indirect participation
     interest agreements with InterOil,
     including to participate fully and
     directly in the PDLs.

    There is no certainty that it will be
     commercially viable to produce any
     portion of the resources.

    InterOil currently has no production
     or reserves as defined in Canadian
     NI 51-101 or under the definitions
     established by the United States
     Securities and Exchange Commission.

Midstream Refining – Total refinery throughput for the year ended December 31, 2012 was 24,483 barrels per operating day, compared with 24,856 barrels per operating day during 2011. Capacity utilization for 2012, based on 36,500 barrels per day operating capacity, was 58% compared with 54% in 2011.

On October 16, 2012, the Company entered into a five year amortizing $100.0 million secured term loan facility with BNP, BSP, and ANZ. The loan is secured over the fixed assets of our refinery and bears interest at LIBOR plus 6.5%. On November 9, 2012, part of the borrowings under the new term loan facility was used to repay all outstanding amounts under the term loan granted by OPIC.

The Company’s Midstream Refining operations generated a net loss of $2.9 million in 2012 versus a profit of $46.7 million in the prior year. The $49.6 million negative variance is primarily due to a decrease in gross margin resulting from negative crude and product price movements and a decrease in foreign exchange gains compared to the previous year, which were partially offset by an increase in income tax benefits for the 2012 year.

Midstream Liquefaction – Throughout the year, investment bankers led by Morgan Stanley & Company LLC, Macquarie Capital (USA) Inc. and UBS AG continued working on the bid process to seek a strategic partner to acquire an interest in the Elk and Antelope fields, the LNG Project and certain exploration licenses. Interested parties include major oil companies, national oil companies, and global utilities.

On November 16, 2012, we were notified by the Prime Minister of Papua New Guinea Hon. Peter O’Neill that the NEC had conditionally approved our LNG development project in the Gulf Province. We believe that this decision clears the way for us to proceed with our plans for the development of an LNG plant in the Gulf Province with initial planned output of a minimum of 3.8 million tonnes per annum. The PNG Cabinet also approved the establishment of the Ministerial Gas Committee comprised of key economic ministers to fast track commercialization of the LNG Project.

Subsequent to year end, on January 24, 2013, we announced that we have advised potential bidders with whom we have been in discussions that the final binding bid solicitation period for the partnering process currently being undertaken will close on February 28, 2013. Our Board of Directors intends to meet our advisors during March 2013 for the purpose of evaluating bids received and selecting our partner(s) for the development of the LNG Project utilizing gas from the Elk and Antelope fields.

The Company’s Midstream Liquefaction business generated a loss of $2.8 million in 2012 compared with a loss of $15.5 million a year ago. The positive variance is largely due to a decrease in office, administration and other expenses resulting from lower management expenses and share compensation costs related to the midstream facilities of the LNG Project development which are not capitalized.

Downstream - The PNG economy continued to grow strongly throughout 2012 largely due to resource development projects, which has also led to growth in our aviation and retail businesses within our downstream segment. Total Downstream sales volumes for 2012 were 752.5 million liters, compared with 678.0 million liters in 2011.

Investments have been made over the last three years in new electronic systems for both pumps and the forecourt control units to support the further development of this business. During 2012, one new retail site was opened as well as a commercial truck stop site. One existing retail site was purchased to secure tenure, and additional land was purchased for a future retail site.

InterOil’s Downstream operations generated a net profit of $32.6 million in 2012, an improvement of $21.0 million versus a profit of $11.6 million in the previous year. Gross margins increased in 2012 as compared to the prior year mainly due to an increase in domestic sales volumes resulting from various development projects being undertaken in Papua New Guinea.

Corporate – InterOil Corporate PNG Limited is incorporated under the laws of PNG, as a 100% subsidiary of InterOil Corporation to employ all corporate staff in PNG and to capture their associated costs. In addition, this entity has taken over the operation of the Napa Napa camp and all costs associated with the operation of the camp are now captured in this entity. All costs incurred by this entity will be recharged to relevant InterOil entities based on an equitable driver basis. This entity began transacting in October 2012.

The Corporate segment generated a net profit of $33.1 million in 2012, compared to a net profit of $21.9 million in 2011. The positive variance is largely due to higher interest income resulting from an increase in inter-company loan balances.

Quarterly Comparative

Our net profit for the quarter ended December 31, 2012 was $18.5 million compared with a net profit of $13.2 million for the same quarter of 2011, an increase of $5.3 million. The operating segments of Corporate, Midstream Refining and Downstream collectively derived a net profit for the quarter of $32.0 million, while the investments in development segments of Upstream and Midstream Liquefaction resulted in a net loss of $13.5 million.

The improvement in net profit for the fourth quarter in 2012 as compared to 2011 was mainly due to a $26.0 million increase in gross margin attributable to the improved crude and product price movements, a $2.6 million reduction of exploration costs incurred for seismic activity for PPL 236; a $1.6 million decrease in the loss on available-for-sale investment in the shares in FLEX LNG, and a $1.6 million increase in gain on conveyance of oil and gas properties recognized due to the waiver or forfeiture of 1.5% indirect participation interest (IPI) interest conversion rights into common shares. These increases in profit was partly offset by a $11.4 million reduction in foreign exchange gain, a $9.5 million increase in borrowing costs and a $6.0 million decrease in income tax benefit.

Total revenues increased by $66.8 million from $289.6 million in the quarter ended December 31, 2011 to $356.4 million in the quarter ended December 31, 2012, primarily due to higher sales volumes made during the year. The total volume of all products sold by us was 2.3 million barrels for quarter ended December 31, 2012, compared with 1.9 million barrels in the same quarter of 2011.

Summary of Consolidated Quarterly Financial Results for Past Eight Quarters

                           Quarters ended                                                                  2012                                            2011
                ($ thousands except per share data)
                               Dec-31                              Sep-30      Jun-30      Mar-31      Dec-31      Sep-30      Jun-30      Mar-31
                               ------                              ------      ------                  ------      ------      ------      ------
    Upstream                                                          4,136       2,216       1,727       2,284       1,891       2,645       4,638         668
    Midstream - Refining                                            301,925     274,671     236,006     302,310     237,640     231,455     262,111     217,743
    Midstream - Liquefaction                                              -           -           -           -           -           -           -           -
    Downstream                                                      220,512     201,749     223,620     218,974     209,678     186,304     191,431     157,709
    Corporate                                                        37,552      26,880      24,742      24,757      21,831      25,078      26,548      18,659
    Consolidation entries                                          (207,686)   (178,652)   (186,991)   (210,174)   (181,428)   (163,584)   (180,945)   (151,125)
    Total revenues                                                  356,439     326,864     299,104     338,151     289,612     281,898     303,783     243,654
    --------------                                                  -------     -------     -------     -------     -------     -------     -------     -------
    Upstream                                                           (873)        956      (5,730)     (6,374)        665      (6,169)        593     (10,957)
    Midstream - Refining                                             12,370      13,417     (42,647)     18,933       2,604       3,461      27,967      26,632
    Midstream - Liquefaction                                            192          11         676      (1,406)     (4,123)     (3,602)     (4,035)     (2,375)
    Downstream                                                       12,258       9,275      11,102      21,414       6,808       3,570       5,777       8,744
    Corporate                                                        14,133       9,841       9,975       9,188      10,134       1,548      13,940       5,223
    Consolidation entries                                           (12,199)    (14,503)     (9,871)    (14,216)    (11,280)    (10,263)     (5,269)     (9,200)
    EBITDA (1)                                                       25,881      18,997     (36,495)     27,539       4,808     (11,455)     38,973      18,067
    ---------                                                                    ------     -------                   -----     -------      ------      ------
    Upstream                                                        (13,081)    (10,936)    (15,532)    (17,244)     (9,402)    (15,080)     (6,703)    (17,949)
    Midstream - Refining                                             13,401       5,358     (32,969)     11,320      15,684      (1,201)     17,314      14,894
    Midstream - Liquefaction                                           (394)       (573)         93      (1,969)     (4,574)     (3,980)     (4,309)     (2,604)
    Downstream                                                        7,716       5,626       6,045      13,195       3,621       1,146       2,306       4,491
    Corporate                                                        10,519       7,849       8,445       6,270       7,616        (473)     11,275       3,463
    Consolidation entries                                               384      (1,988)      2,205      (2,136)        252        (190)      3,657      (1,596)
    Net profit/(loss)                                                18,545       5,336     (31,713)      9,436      13,197     (19,778)     23,540         699
    -----------------                                                ------       -----     -------       -----      ------     -------      ------         ---
    Net profit/(loss) per share (dollars)
    -------------------------------------
    Per Share - Basic                                                  0.38        0.11       (0.66)       0.20        0.27       (0.41)       0.49        0.01
    Per Share - Diluted                                                0.38        0.11       (0.66)       0.19        0.27       (0.41)       0.48        0.01
    -------------------                                                ----        ----       -----        ----        ----       -----        ----        ----

((1) )(EBITDA is a non-GAAP measure, please refer to “Non-GAAP EBITDA Reconciliation” in this press release.)

Balance Sheet and Liquidity

InterOil closed 2012 with cash, cash equivalents and cash restricted totaling $98.9 million
(December 2011 – $108.1 million), of which $49.0 million is restricted (December 2010 – $39.3 million).

We also had aggregate working capital facilities of $307.3 million, with $6.2 million available for use in our Midstream Refining operations, and $67.3 million available for use in our Downstream operations.

The Company is managing its gearing levels by maintaining the debt-to-capital ratio (debt/(shareholders’ equity + debt)) at 50% or less. Our debt-to-capital ratio was 19% in December 2012 from 12% in December 2011.

InterOil has no obligation to execute exploration activities within a set timeframe and therefore has the ability to select the timing of these activities as long as the minimum license commitments in relation to the Company’s PPLs and Petroleum Retention Licenses (“PRL”) are met. Additionally, we have applied for variations to modify the well commitments for PPL 236 and PPL 238. We are awaiting formal approval of variations in relation to our commitments.

Summary of Debt Facilities

Summarized below are the debt facilities available to us and the balances outstanding as at December 31, 2012.

    Organization          Facility             Balance outstanding          Effective interest rate   Maturity date
                                                December 31, 2012
    ---                                         -----------------
    ANZ, BSP and BNP
     syndicated secured
     loan facility                 $100,000,000                $100,000,000                     6.81%         November 2017
    -------------------            ------------                ------------                     ----          -------------
    BNP working capital
     facility                      $240,000,000              $94,290,479(1)                     2.67%   See detail below(4)
    -------------------            ------------               -------------                     ----     ------------------
    Westpac PGK working
     capital facility               $43,245,000                           -                        -          November 2014
    facility
    --------
    BSP PGK working
     capital facility               $24,025,000                           -                        -            August 2013
    -----------------               -----------                         ---                      ---            -----------
    Westpac secured loan            $12,857,000                 $12,857,000                     4.73%        September 2015
    --------------------            -----------                 -----------                     ----         --------------
    2.75% convertible
     notes                          $70,000,000                 $70,000,000                 7.91%(3)          November 2015
    -----------------               -----------                 -----------                  -------          -------------
    Mitsui unsecured loan
     (2)                            $11,912,297                 $11,912,297                     6.24%      See detail below
    ---------------------           -----------                 -----------                     ----       ----------------
                   Excludes letters of credit
                   totaling $139.5 million, which
                   reduces the available borrowings
                   under the facility to $6.2
    (1)            million at December 31, 2012.
                   Facility is to fund our share of
                   the Condensate Stripping Project
                   costs as they are incurred
                   pursuant to the CSP JVOA with
    (2)            Mitsui.
                   Effective rate after bifurcating
                   the equity and debt components of
                   the $70 million principal amount
                   of 2.75% convertible senior notes
    (3)            due 2015.
                   In October 2012, the BNP Paribas
                   working capital facility
                   agreement with a maximum
                   availability of $240,000,000 was
                   amended so that the facility was
                   made evergreen and the annual
    (4)            renewal requirement removed.

NON-GAAP EBITDA Reconciliation

EBITDA represents our net income/(loss) plus total interest expense (excluding amortization of debt issuance costs), income tax expense, depreciation and amortization expense. EBITDA is used by us to analyze operating performance. EBITDA does not have a standardized meaning prescribed by GAAP (i.e., IFRS) and, therefore, may not be comparable with the calculation of similar measures for other companies. The items excluded from EBITDA are significant in assessing our operating results. Therefore, EBITDA should not be considered in isolation or as an alternative to net earnings, operating profit, net cash provided from operating activities and other measures of financial performance prepared in accordance with IFRS. Further, EBITDA is not a measure of cash flow under IFRS and should not be considered as such. For reconciliation of EBITDA to the net income (loss) under IFRS, refer to the following table.

The following table reconciles net income (loss), a GAAP measure, to EBITDA, a non-GAAP measure for each of the last eight quarters. Our IFRS transition date was January 1, 2010 and as such, the 2010 comparative information has been restated in accordance with IFRS.

                           Quarters ended                                                              2012                                       2011
                           ($ thousands)
                               Dec-31                              Sep-30     Jun-30     Mar-31     Dec-31     Sep-30     Jun-30    Mar-31
                                                                                                    ------     ------
    Upstream                                                          (873)       956     (5,730)    (6,374)       665     (6,169)      593    (10,957)
    Midstream - Refining                                            12,370     13,417    (42,647)    18,933      2,604      3,461    27,967     26,632
    Midstream - Liquefaction                                           192         11        676     (1,406)    (4,123)    (3,602)   (4,035)    (2,375)
    Downstream                                                      12,258      9,275     11,102     21,414      6,808      3,570     5,777      8,744
    Corporate                                                       14,133      9,841      9,975      9,188     10,134      1,548    13,940      5,223
    Consolidation Entries                                          (12,199)   (14,503)    (9,871)   (14,214)   (11,280)   (10,263)   (5,270)    (9,200)
    Earnings before interest, taxes, depreciation and
     amortization                                                   25,881     18,997    (36,495)    27,541      4,808    (11,455)   38,972     18,067
    -------------------------------------------------               ------     ------    -------     ------      -----    -------    ------     ------
    Subtract:
    ---------
    Upstream                                                       (11,734)   (11,438)   (10,517)    (9,408)    (8,712)    (7,806)   (7,142)    (6,352)
    Midstream - Refining                                           (11,390)    (1,654)    (2,011)    (2,771)    (3,285)    (2,494)   (2,211)    (1,675)
    Midstream - Liquefaction                                          (586)      (584)      (579)      (559)      (445)      (372)     (268)      (223)
    Downstream                                                        (337)      (394)      (909)    (1,233)    (1,170)    (1,233)   (1,116)      (826)
    Corporate                                                       (1,601)    (1,540)    (1,535)    (1,510)    (1,498)    (1,477)   (1,641)    (1,395)
    Consolidation Entries                                           12,552     12,482     12,044     12,045     11,500     10,041     8,894      7,572
    Interest expense                                               (13,096)    (3,128)    (3,507)    (3,436)    (3,610)    (3,341)   (3,484)    (2,899)
    ----------------                                               -------     ------     ------     ------     ------     ------    ------     ------
    Upstream                                                             -          -          -          -          -          -         -          -
    Midstream - Refining                                            16,574     (3,484)    14,580     (1,948)    19,243        678    (5,677)    (7,298)
    Midstream - Liquefaction                                             -          -          -          -          -          -         -          -
    Downstream                                                      (3,070)    (1,791)    (2,907)    (5,746)      (595)      (297)   (1,449)    (2,623)
    Corporate                                                       (1,330)       177        535       (880)      (493)      (195)     (629)        71
    Consolidation Entries                                                -          -          -          -          -          -         -          -
    Income taxes                                                    12,174     (5,098)    12,208     (8,574)    18,155        186    (7,755)    (9,850)
    ------------                                                    ------     ------     ------     ------     ------        ---    ------     ------
    Upstream                                                          (474)      (454)       715     (1,462)    (1,355)    (1,105)     (154)      (641)
    Midstream - Refining                                            (4,153)    (2,921)    (2,891)    (2,894)    (2,878)    (2,846)   (2,764)    (2,765)
    Midstream - Liquefaction                                             0          0         (4)        (4)        (6)        (6)       (6)        (6)
    Downstream                                                      (1,135)    (1,464)    (1,241)    (1,240)    (1,422)      (894)     (906)      (804)
    Corporate                                                         (683)      (629)      (530)      (528)      (527)      (349)     (395)      (435)
    Consolidation Entries                                               31         33         32         33         32         32        32         32
    Depreciation and amortisation                                   (6,414)    (5,435)    (3,919)    (6,095)    (6,156)    (5,168)   (4,193)    (4,619)
    -----------------------------                                   ------     ------     ------     ------     ------     ------    ------     ------
    Upstream                                                       (13,081)   (10,936)   (15,532)   (17,244)    (9,402)   (15,080)   (6,703)   (17,949)
    Midstream - Refining                                            13,401      5,358    (32,969)    11,320     15,684     (1,201)   17,314     14,894
    Midstream - Liquefaction                                          (394)      (573)        93     (1,969)    (4,574)    (3,980)   (4,309)    (2,604)
    Downstream                                                       7,716      5,626      6,045     13,195      3,621      1,146     2,306      4,491
    Corporate                                                       10,519      7,849      8,445      6,270      7,616       (473)   11,275      3,463
    Consolidation Entries                                              384     (1,988)     2,205     (2,136)       252       (190)    3,657     (1,596)
    Net profit/(loss) per segment                                   18,545      5,336    (31,713)     9,436     13,197    (19,778)   23,540        699
    -----------------------------                                   ------      -----    -------      -----     ------    -------    ------        ---

    InterOil Corporation
    Consolidated Income Statements
    (Expressed in United States dollars)

                                                        Year ended
                                                        ----------
                                                       December 31,               December 31,               December 31,
                                                                            2012                       2011                     2010
                                                                               $                          $                        $
                                                                             ---                        ---                      ---

    Revenue
    Sales and operating
     revenues                                                      1,308,051,816              1,106,533,853              802,374,399
    Interest                                                             248,261                  1,356,124                  150,816
    Other                                                             12,257,833                 11,058,090                4,470,048
                                                                   1,320,557,910              1,118,948,067              806,995,263
                                                                   -------------              -------------              -----------

    Changes in
     inventories of
     finished goods and
     work in progress                                                 23,799,540                 43,934,439               57,010,311
    Raw materials and
     consumables used                                             (1,242,987,054)            (1,064,866,361)            (758,566,961)
    Administrative and
     general expenses                                                (40,825,612)               (41,160,824)             (41,047,949)
    Derivative
     (losses)/gains (note
     9)                                                               (4,229,190)                 2,006,321               (1,065,188)
    Legal and
     professional fees                                                (5,418,210)                (6,801,334)              (6,902,241)
    Exploration costs,
     excluding
     exploration
     impairment (note 14)                                            (13,901,558)               (18,435,150)             (16,981,929)
    Finance costs                                                    (28,614,981)               (18,163,769)             (12,064,982)
    Depreciation and
     amortization                                                    (21,863,367)               (20,136,649)             (14,274,922)
    Gain on conveyance of
     oil and gas
     properties (note 14)                                              4,418,170                          -                2,140,783
    Loss on
     extinguishment of
     liability                                                                 -                          -              (30,568,710)
    Litigation settlement
     expense                                                                   -                          -              (12,000,000)
    Loss on available-
     for-sale investment                                                       -                 (3,420,406)                       -
    Foreign exchange
     (losses)/gains                                                      (43,148)                25,018,661              (10,776,823)
                                                                  (1,329,665,410)            (1,102,025,072)            (845,098,611)
                                                                  --------------             --------------             ------------
    (Loss)/profit before
     income taxes                                                     (9,107,500)                16,922,995              (38,103,348)

    Income taxes
    Current tax expense
     (note 16)                                                       (15,883,469)                (5,512,842)              (3,898,067)
    Deferred tax benefit/
     (expense) (note 16)                                              26,594,678                  6,248,509               (2,511,656)
    ---------------------
                                                                      10,711,209                    735,667               (6,409,723)
                                                                      ----------                    -------               ----------

    Profit/(loss) for
     the period                                                        1,603,709                 17,658,662              (44,513,071)
    -----------------                                                  ---------                 ----------              -----------

    Profit/(loss) is attributable to:
    Owners of InterOil
     Corporation                                                       1,603,709                 17,652,461              (44,519,573)
    Non-controlling
     interest                                                                  -                      6,201                    6,502
                                                                       1,603,709                 17,658,662              (44,513,071)
                                                                       ---------                 ----------              -----------

    Basic profit/(loss)
     per share                                                              0.03                       0.37                    (1.00)
    Diluted profit/
     (loss) per share                                                       0.03                       0.36                    (1.00)
    Weighted average number of common shares outstanding
    Basic (Expressed in
     number of common
     shares)                                                          48,352,822                 47,977,478               44,329,670
    Diluted (Expressed in
     number of common
     shares)                                                          49,357,256                 49,214,190               44,329,670
    ---------------------                                             ----------                 ----------               ----------

    See accompanying notes to the consolidated financial statements

    InterOil Corporation
    Consolidated Balance Sheets
    (Expressed in United States dollars)

                                                                                                 As at

                                                                    December 31,             December 31,             December 31,
                                                                                        2012                     2011                    2010
                                                                                          $                        $                       $
                                                                                        ---                      ---                     ---

             Assets
             Current assets:
             Cash and cash equivalents (note 6)                                  49,860,044               68,846,441             233,576,821
             Cash restricted (note 9)                                            37,340,631               32,982,001              40,664,995
              Short term treasury bills - held-to-
              maturity (note 8)                                                           -               11,832,110                       -
             Trade and other receivables (note 10)                              146,948,227              135,273,600              48,047,496
              Derivative financial instruments (note
              9)                                                                    233,922                  595,440                       -
             Other current assets                                                   832,936                  867,967                 505,059
             Inventories (note 11)                                              194,871,339              171,071,799             127,137,360
             Prepaid expenses                                                     8,517,340                5,477,596               3,593,574
             Total current assets                                               438,604,439              426,946,954             453,525,305
             --------------------                                               -----------              -----------             -----------
             Non-current assets:
             Cash restricted (note 9)                                            11,670,463                6,268,762               6,613,074
             Goodwill (note 12)                                                   6,626,317                6,626,317               6,626,317
             Plant and equipment (note 13)                                      255,031,703              246,043,948             225,205,427
             Oil and gas properties (note 14)                                   515,055,288              362,852,766             255,294,738
             Deferred tax assets (note 16)                                       63,526,458               35,965,273              28,477,690
             Other non-current receivables (note 22)                              5,000,000                        -                       -
              Available-for-sale investments (note
              15)                                                                 4,304,176                3,650,786                       -
             Total non-current assets                                           861,214,405              661,407,852             522,217,246
             Total assets                                                     1,299,818,844            1,088,354,806             975,742,551
             ------------                                                     -------------            -------------             -----------
             Liabilities and shareholders' equity
             Current liabilities:
             Trade and other payables (note 17)                                 180,026,381              159,882,177              75,132,880
             Income tax payable                                                  11,977,681                4,085,137                 955,074
              Derivative financial instruments (note
              9)                                                                          -                   11,457                 178,578
             Working capital facilities (note 18)                                94,290,479               16,480,503              51,254,326
              Unsecured loan and current portion of
              secured loans (note 19)                                            31,383,115               19,393,023              14,456,757
              Current portion of Indirect
              participation interest (note 20)                                   15,246,397                  540,002                 540,002
             Total current liabilities                                          332,924,053              200,392,299             142,517,617
             -------------------------                                          -----------              -----------             -----------
             Non-current liabilities:
             Secured loans (note 19)                                             89,446,137               26,037,166              34,813,222
              2.75% convertible notes liability (note
              26)                                                                59,046,581               55,637,630              52,425,489
              Deferred gain on contributions to LNG
              project (note 21)                                                           -                5,810,775               8,949,857
              Indirect participation interest (note
              20)                                                                16,405,393               34,134,840              34,134,387
             Other non-current liabilities (note 22)                             20,961,380                        -                       -
             Asset retirement obligations (note 23)                               4,978,334                4,562,269                       -
             Deferred tax liabilities (note 16)                                           -                1,889,391                       -
             Total non-current liabilities                                      190,837,825              128,072,071             130,322,955
             -----------------------------                                      -----------              -----------             -----------
             Total liabilities                                                  523,761,878              328,464,370             272,840,572
             -----------------                                                  -----------              -----------             -----------
             Equity:
              Equity attributable to owners of
              InterOil Corporation:
             Share capital (note 25)                                            928,659,756              905,981,614             895,651,052
             Authorized - unlimited
             Issued and outstanding - 48,607,398
             (Dec 31, 2011 - 48,121,071)
             (Dec 31, 2010 - 47,800,552)
             2.75% convertible notes (note 26)                                   14,298,036               14,298,036              14,298,036
             Contributed surplus (note 27)                                       21,876,853               25,644,245              16,738,417
             Accumulated Other Comprehensive Income                              25,032,953               29,380,882               9,261,177
             Conversion options (note 20)                                        12,150,880               12,150,880              12,150,880
             Accumulated deficit                                               (225,961,512)            (227,565,221)           (245,217,682)
              Total equity attributable to owners of
              InterOil Corporation                                              776,056,966              759,890,436             702,881,880
             Non-controlling interest (note 24)                                           -                        -                  20,099
             ---------------------------------                                          ---                      ---                  ------
             Total equity                                                       776,056,966              759,890,436             702,901,979
             Total liabilities and equity                                     1,299,818,844            1,088,354,806             975,742,551
             ----------------------------                                     -------------            -------------             -----------
    See accompanying notes to the consolidated financial statements

    InterOil Corporation
    Consolidated Statements of Cash Flows
    (Expressed in United States dollars)

                                                                   Year ended
                                                                   ----------
                                                                  December 31,             December 31,             December 31,
                                                                                     2012                     2011                    2010
                                                                                        $              $ (revised)             $ (revised)
                                                                                      ---               ----------              ----------

    Cash flows generated from (used in):

    Operating activities
    Net profit/(loss) for the period                                            1,603,709               17,658,662             (44,513,071)
    Adjustments for non-cash and non-operating transactions
    Depreciation and amortization                                              21,863,367               20,136,649              14,274,922
    Deferred tax                                                              (29,450,576)              (5,598,192)              1,841,473
    Gain on conveyance of exploration
     assets                                                                    (4,418,170)                       -              (2,140,783)
    Accretion of convertible notes
     liability                                                                  3,408,951                3,212,141                 432,632
    Amortization of deferred
     financing costs                                                              598,698                  223,944               1,223,944
    Timing difference between derivatives recognized
    and settled                                                                   350,061                 (762,561)                178,578
    Stock compensation expense,
     including restricted stock                                                 7,882,067               14,721,387              11,804,000
    Inventory write down                                                          322,535                  259,406                       -
    Accretion of asset retirement
     obligation liability                                                         331,096                  159,356                       -
    Loss on extinguishment of IPI
     Liability                                                                          -                        -              30,568,710
    Non-cash litigation settlement
     expense                                                                            -                        -              12,000,000
    Loss on Flex LNG investment                                                         -                3,420,406                       -
    Gain on proportionate
     consolidation of LNG project                                                       -                 (555,030)                      -
    Unrealized foreign exchange gain                                           (1,070,269)              (2,618,814)                (72,456)
    Change in operating working capital
    Increase in trade and other
     receivables                                                              (31,472,316)             (53,064,305)             (9,224,005)
    (Increase)/decrease in other
     current assets and prepaid
     expenses                                                                  (3,004,713)              (2,246,930)              3,505,963
    Increase in inventories                                                   (28,886,641)             (28,003,484)            (56,115,637)
    Increase in trade and other
     payables                                                                  25,912,734               77,291,915               5,692,543
    ---------------------------
    Net cash (used in)/generated from
     operating activities                                                     (36,029,467)              44,234,550             (30,543,187)
    ---------------------------------                                         -----------               ----------             -----------

    Investing activities
    Expenditure on oil and gas
     properties                                                              (184,165,722)            (116,492,551)            (96,146,987)
    Proceeds from IPI cash calls                                                3,497,542                  749,794              23,723,752
    Expenditure on plant and
     equipment                                                                (36,661,897)             (42,050,435)            (22,560,055)
    Proceeds received on sale of
     exploration assets                                                                 -                        -              15,544,465
    Proceeds from Pacific Rubiales
     Energy (conveyance accounted
     portion)                                                                  20,000,000                        -                       -
    Maturity of/(investment in)
     short term treasury bills                                                 11,832,110              (11,832,110)                      -
    Acquisition of Flex LNG Ltd
     shares, including transaction
     costs                                                                              -               (7,478,756)                      -
    (Increase)/decrease in restricted
     cash held as security on
     borrowings                                                                (9,760,331)               8,027,306             (17,969,494)
    Change in non-operating working capital
    Decrease/(increase) in trade and
     other receivables                                                          5,000,000              (10,000,000)                      -
    Increase/(decrease) in trade and
     other payables                                                            20,545,509               (6,727,960)              3,232,029
    --------------------------------
    Net cash used in investing
     activities                                                              (169,712,789)            (185,804,712)            (94,176,290)
    --------------------------                                               ------------             ------------             -----------

    Financing activities
    Repayments of OPIC secured loan                                           (35,500,000)              (9,000,000)             (9,000,000)
    Proceeds from Mitsui for
     Condensate Stripping Plant                                                 3,578,489                9,872,532              11,913,514
    Proceeds from/(repayments of)
     Clarion Finanz secured loan, net
     of transaction costs                                                               -                        -              (1,000,000)
    Proceeds from Westpac secured
     loan                                                                      15,000,000                        -                       -
    Repayments of Westpac secured
     loan                                                                      (2,143,000)                       -                       -
    Proceeds from PNG LNG cash call                                                     -                2,247,533                 866,600
    Proceeds from Pacific Rubiales
     Energy for interest in PPL237                                             20,000,000                        -                       -
    Proceeds from Petromin for Elk
     and Antelope field development                                                     -                        -               5,000,000
    Proceeds from/(repayments of)
     working capital facility                                                  77,809,976              (34,773,823)             26,627,907
    Proceeds from ANZ, BSP & BNP
     syndicated loan (net of
     transaction costs)                                                        95,924,091                        -                       -
    Proceeds from issue of common
     shares, net of transaction costs                                          11,028,683                4,488,703             211,147,565
    Proceeds from issue of
     convertible notes, net of
     transaction costs                                                                  -                        -              66,290,893
    Net cash generated from/(used
     in) financing activities                                                 185,698,239              (27,165,055)            311,846,479
    -----------------------------                                             -----------              -----------             -----------

    (Decrease)/increase in cash and
     cash equivalents                                                         (20,044,017)            (168,735,217)            187,127,002
    Cash and cash equivalents,
     beginning of period                                                       68,846,441              233,576,821              46,449,819
    Exchange gains on cash and cash
     equivalents                                                                1,057,620                4,004,837                       -
    Cash and cash equivalents, end of
     period                                                                    49,860,044               68,846,441             233,576,821
    ---------------------------------                                          ----------               ----------             -----------
    Comprising of:
    Cash on Deposit                                                            49,225,717               18,758,288             233,576,821
    Term Deposits                                                                 634,327               50,088,153                       -
    -------------                                                                 -------               ----------                     ---
    Total cash and cash equivalents,
     end of period                                                             49,860,044               68,846,441             233,576,821
    ================================                                           ==========               ==========             ===========

    See accompanying notes to the consolidated financial statements

About InterOil

InterOil Corporation is developing a vertically integrated energy business whose primary focus is Papua New Guinea and the surrounding region. InterOil’s assets consist of petroleum licenses c overing about 3.9 million acres, an oil refinery, and retail and commercial distribution facilities, all located in Papua New Guinea. In addition, InterOil is a shareholder in a joint venture established to construct an LNG plant in Papua New Guinea. InterOil’s common shares trade on the NYSE in US dollars.

    Investor Contacts for InterOil:
    Wayne Andrews                   Meg LaSalle
    V. P. Capital Markets           Investor Relations Coordinator
    Wayne.Andrews@InterOil.com      Meg.LaSalle@InterOil.com
    The Woodlands, TX USA           The Woodlands, TX USA
    Phone: +1-281-292-1800          Phone:+1-281-292-1800

Forward Looking Statements

This press release includes “forward-looking statements” as defined in United States federal and Canadian securities laws. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the InterOil expects, believes or anticipates will or may occur in the future are forward-looking statements, including in particular further seismic-related exploration activities, development activities, the ability to attract a strategic LNG partner and complete the LNG partnering process and the timing of such process, the construction and development of the proposed LNG project, the characteristics of our properties, the ability to commercially develop our resources, anticipated financial conditions and performance, business prospects, strategies, regulatory developments, the ability to obtain financing on acceptable terms, the ability to identify drilling locations and the ability to develop reserves and production through development and exploration activities. Statements relating to ‘resources’ are forward looking, as they involve the applied assessment, based on certain estimates and assumptions, that the resources described exist in the quantities estimated. These statements are based on certain assumptions made by the Company based on its experience and perception of current conditions, expected future developments, the terms of agreements with its joint venture partners and other factors it believes are appropriate in the circumstances. No assurances can be given however, that these events will occur. Actual results will differ, and the difference may be material and adverse to the Company and its shareholders. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements. Some of these factors include the risk factors discussed in the Company’s filings with the Securities and Exchange Commission and on SEDAR, including but not limited to those in the Company’s Annual Report for the year ended December 31, 2012 on Form 40-F and its Annual Information Form for the year ended December 31, 2012. In particular, there is no established market for natural gas or gas condensate in Papua New Guinea and no guarantee that gas or gas condensate from the Elk and Antelope fields will ultimately be able to be extracted and sold commercially.

Investors are urged to consider closely the disclosure in the Company’s Form 40-F, available from us at www.interoil.com or from the SEC at www.sec.gov and its Annual Information Form available on SEDAR at www.sedar.com.

Oil and Gas and Resource Information

InterOil currently has no production or reserves as defined in Canadian NI 51-101 or under the definitions established by the United States Securities and Exchange Commission.

The resources information set forth in this press release is based on the 2012 GLJ Report, which was prepared in accordance with NI 51-101 and is included in InterOil’s annual information form for the year ended December 31, 2012, a copy of which has been filed on SEDAR (www.SEDAR.com) and on InterOil’s website (www.interoil.com).

Contingent resources are those quantities of natural gas and condensate estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. The economic status of the resources is undetermined and there is no certainty that it will be commercially viable to produce any portion of the resources. The following contingencies must be met before the resources can be classified as reserves: (i) sanctioning of the facilities required to process and transport marketable natural gas to market, (ii) confirmation of a market for the marketable natural gas and condensate and (iii) determination of economic viability. Although a final project has not yet been sanctioned, pre-FEED studies are ongoing for the LNG Project and FEED studies conducted for the Condensate Stripping Project as options for potential monetization of the gas and condensate.

The “low” estimate is considered to be a conservative estimate of the quantity that will actually be recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. With the probabilistic methods used, there should be at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed the low estimate. The “best” estimate is considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. With the probabilistic methods used, there should be at least a 50 percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate. The “high” estimate is considered to be an optimistic estimate of the quantity that will actually be recovered. It is unlikely that the actual remaining quantities recovered will exceed the high estimate. With the probabilistic methods used, there should be at least a 10 percent probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

The accuracy of resource estimates is in part a function of the quality and quantity of the available data and of engineering and geological interpretation and judgment. Other factors in the classification as a resource include a requirement for more delineation wells, detailed design estimates and near term development plans. The size of the resource estimate could be positively impacted, potentially in a material amount, if additional delineation wells determined that the aerial extent, reservoir quality and/or the thickness of the reservoir is larger than what is currently estimated based on the interpretation of the seismic and well data. The size of the resource estimate could be negatively impacted, potentially in a material amount, if additional delineation wells determined that the aerial extent, reservoir quality and/or the thickness of the reservoir are less than what is currently estimated based on the interpretation of the seismic and well data.

All calculations converting natural gas to crude oil equivalent have been made using a ratio of six mcf of natural gas to one barrel of crude equivalent. Boe’s may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf of natural gas to one barrel of crude oil equivalent is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.



SOURCE InterOil Corporation


Source: PR Newswire