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Final Results

26 May 2017 16:03

RNS Number : 4279G
Nighthawk Energy plc
26 May 2017
 

 

26 May 2017

 

 NIGHTHAWK ENERGY PLC

("Nighthawk" or "the Company")

 

Final Results for the year ended 31 December 2016

 

Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces its final results for the year ended 31 December 2016.

 

Operational Summary

 

· Sales volumes

o Gross oil sales for 2016 of 483,195 bbls (394,424 bbls net to Nighthawk's net revenue interest1), down from 2015 sales volumes of 653,431 gross bbls (536,972 bbls net)

o Gross average daily oil sales for 2016 of 1,320 bbls/day (1,077 bbls day net) (2015: 1,791 bbls gross, 1,471 bbls net)

 

· Implemented and commenced operations of the Company's Arikaree Creek water flood Pilot Project

 

Financial Summary

 

· Group revenues decreased 30.8% to US$18.0 million in 2016 from US$29.6 million in 2015; mainly due to the 26.5% decrease in net sales volumes and a $4.9 million decrease in gains on hedging instruments

 

· Normalised EBITDA2 for 2016 of $5.8 million or US$ 12.10 per gross barrel sold as compared to US$14.5 million or US$22.17 per gross barrel sold for 2015

 

· Non-cash impairment of $7.1 million attributable to exploration costs included in intangible assets

 

· Obtained bank waivers of all debt non-compliance through 30 June 2017, the maturity date of the Company's reserve based loan facility. The Company is in negotiations over an extension to the maturity date and believe an equitable arrangement can be reached with the bank prior to that time.

 

The audited report and accounts for the year ended 31 December 2016 will be available on the Company's website at www.nighthawkenergy.com later today and will be posted to Shareholders, as applicable, together with the notice of Annual General Meeting and Form of Proxy shortly.

 

The financial information in this announcement does not constitute the Company's complete statutory financial statements for the year ended 31 December 2016 or 2015 within the meaning of section 434 of the Companies Act 2006, but is extracted from those financial statements. References to 'financial statements' in this announcement should not be considered to refer to the complete statutory financial statements. The Group's Auditor has reported on those financial statements; its reports were unqualified, but did contain an emphasis of matter paragraph in respect of the material uncertainty in respect of the going concern disclosure set out in Note 2.

The Auditor's Report did not contain statements under sections 498(2) or (3) of the Companies Act 2006. The emphasis of matter is set out below:

Emphasis of matter - Going concern

The audited statutory financial statements include an emphasis of matter (without modification of the audit opinion) concerning the group's ability to continue as a going concern. The Group's and Company's cash flow forecasts indicate that its ability to meet its liabilities as they fall due for next 12 months is dependent upon successfully extending the Commonwealth Bank of Australia ('CBA') existing loan facility which matures on 30 June 2017 on terms acceptable to the Company whilst alternative funding is secured. The ability to secure alternative funding is expected to depend on the success of the waterflood project and associated oil reserves upgrade. Whilst the Directors are confident that extensions to the CBA loan facility can be obtained, that alternative funding can be secured and that the waterflood project will prove successful and deliver the necessary increase in oil reserves, the outcomes of these negotiations and the waterflood project are unknown. These conditions indicate the existence of a material uncertainty which may cast significant doubt as to the Group's and Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group or the Company was unable to continue as a going concern.

Notes and Definitions:

 

1. Net revenue interest (NRI) - Nighthawk's share of oil, gas, and associated hydrocarbons produced, saved, and marketed, after satisfaction of all royalties, overriding royalties, or other similar burdens on or measured by production of oil, gas, and associated hydrocarbons

 

2. Normalised EBITDA is operating profit adjusted for depreciation, amortisation, and contribution from test revenue, exceptional expenses.

 

"Group" Nighthawk Energy plc and its subsidiaries

 

"Parent Company" Nighthawk Energy plc

 

 

 

Enquiries:

 

Nighthawk Energy plc

 

Rick McCullough, Chairman 

+1 303 407 9600

Kurtis Hooley, Chief Financial Officer

+44 (0) 20 3582 1350

+1 303 407 9600

 

 

Stockdale Securities

+44 (0) 20 7601 6100

Richard Johnson

 

David Coaten

 

 

 

 

This announcement contains inside information under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

 

Chairman's Statement

(all amounts are shown in US$)

 

When we wrote you a year ago, the oil market was in a much different position. The price of oil at West Texas Intermediate ("WTI") had reached a low price below $27 per barrel; there was uncertainty as to where OPEC and the oil and gas industry would go; and Nighthawk was facing significant challenges with our bank and future projects. Today, oil is near $50 per barrel and showing some signs of improvement and we have an exciting project in progress heading into 2017. Looking back over the past year, I am proud of the way our team responded positively and creatively to the challenges that faced the Company. We maintained our disciplined business approach and navigated this challenging time, emerging stronger than before.

Our focus remained on creating shareholder value. We continued to focus our efforts within one of the top-tier economic basins in the United States, the Denver-Julesburg basin. Although we did not drill any new wells during 2016, the Company completed its Water Flood Pilot Project in our Arikaree Creek field ("Pilot Project"). This project, if successful, is expected to provide increased reserves in the range of 1.5 Mmbbls to 2.3 Mmbbls. The Pilot Project covers roughly 700 of the total 1,400 acres in the Arikaree Creek field. The Company raised the required project financing in July from supportive stakeholders and began construction and implementation of the project. In November, injection commenced into the first well. We have started to see results and, based upon initial estimates, believe that there is significant upside both in reserves and production to be realized later this year. The remaining 700 acres provide an opportunity for development and the Company expects that in 2017, an application will be filed with the Colorado Oil and Gas Conservation Commission for development of the Arikaree Creek Northern acreage as a water flood project. Once approval is received, the Company expects to be able to capitalize on additional water flood volumes at a reduced price, as much of the infrastructure already exists within the Pilot Project. In addition, management continues to research, evaluate and investigate existing acreage for high quality, low risk development opportunities. The Company has over 70 miles of 3-D seismic and, with available cash flows, could exploit potential resources.

From a financial standpoint, fiscal 2016 was a year managing assets, opportunities and expectations. Heading into the year, oil prices in January averaged $31.78 per barrel. This low pricing created an environment where asset preservation, mainly cash, became a focal point for most oil and gas companies, including Nighthawk. The Company entered 2016 with approximately $6.0 million in cash but due to debt covenant violations, had to pay down $4.0 million of our reserve based loan in January 2016. Fortunately, the Company's hedging program had 197,000 bbls of oil hedged at an average price per barrel of $61.41. Through headcount and salary reductions, improved efficiencies in operations and a level of dedication by our team, Nighthawk was able to survive this period and emerged 2016 with $5.6 million in cash on hand.

As we look ahead, the future looks promising for Nighthawk and expectations continue to be high. With the potential of two water flood projects, over 150,000 net acres of undeveloped acreage and oil prices currently stabilizing, increased value creation is within reach. With the successful implementation of our water flood Pilot project, we have begun planning the Northern water flood project and evaluating our acreage position for potential drilling locations with reduced risk from 3-D seismic. Challenges still lie ahead including the refinancing of our existing debt facility, however, we believe we are well positioned to overcome these.

 

I speak for the Board of Directors and all the employees of the Company in expressing our gratitude for your support.

 

Rick McCullough

 

Executive Chairman

26 May 2017

 

 

Chief Financial Officer's Statement

(all amounts are shown in US$)

 

The following information relates to the accounts of Nighthawk Energy plc and its wholly-owned subsidiaries, collectively "Nighthawk" or the "Company".

 

As shown in the information that follows, 2016 was a year of challenges, uncertainty and volatility for the oil and gas industry and for Nighthawk. We began the year with oil prices being in a depressed state with the January 2016 realized oil price being $31.78. Fortunately, the oil market rebounded slightly and the Company realized an average sales price of $38.10 for the year 2016. This compares to $40.47 for 2015 and $82.16 for 2014. The low-price environment also impacted our Reserve Based Loan ("RBL") with our primary lender, Commonwealth Bank of Australia ("CBA"). Due to a decrease in reserve values, Nighthawk was required to pay down its RBL facility by $4.0 million in January 2016 and renegotiate its credit facility. The Company was able to amend the credit agreement with CBA to provide relief for many of the loan covenants and to extend the loan's maturity date until 30 June 2017. See Note 2 in the Notes to the Consolidated Financial Statements for further discussion.

From a financing side, the Company secured financing from existing loan and shareholders in the amount of $3.0 million to fund the Arikaree Creek Water Flood Pilot Project. As part of this financing, certain of the Company's existing loan note holders agreed to defer their interest until July 2017. In return for this consideration, the deferred interest earns a 15% coupon rate and the opportunity to convert the deferred interest into net shares of the Company. On 5 April 2017, the shareholders of the Company approved the authorities to permit the issuance of new shares in lieu of deferred interest, should the noteholders so elect.

 The Company reported a Net Loss of $14.2 million for the year ended 31 December 2016 as compared to a net loss of $70.3 million for the year ended 31 December 2015. The decrease in net loss was due primarily to reduced non-cash impairments, which for the year ended 31 December 2016 were $7.1 million versus $75.1 million for the year ended 31 December 2015, as well as the release of contingent consideration provision of $2.7 million in 2015. The 2016 impairment charges relate to the assessment of the recoverability of the Company's undeveloped assets. This assessment is based upon factors such as market conditions, current spot and forward prices of oil, and future exploration and development plans. Due primarily to the continued depressed oil prices and no current plans to pursue an aggressive drilling program, $7.1 million was written off or impaired relating to the undeveloped assets as at 31 December 2016 as compared to $40.5 million at 31 December 2015.

Of the total impairment recorded at 31 December 2015 of $75.1 million, $38.5 million was attributable to exploration costs included in intangible assets and a $36.1 million was attributable to property, plant and equipment. Of the total impairment for property, plant and equipment, $11.5 million was related to leasehold land, $10.2 million was related to plant and equipment and $14.4 million related to production assets. The remainder of $0.5 million was attributable to costs incurred on wells previously fully impaired.

 

Net loss was also impacted by an $11.6 million reduction of total revenue to $18.0 million for the year ended 31 December 2016 as compared to $29.6 million for the year ended 31 December 2015. This decrease is primarily due to a 26.5% decrease in net sales volumes and a $4.9 million reduction in revenue from hedging.

 

A more detailed discussion of the results is presented below.

Financial Results

 

Revenue

The following is a comparative summary of net oil sales volumes, prices and revenues, including the impact of commodity derivative settlements:

 

2016

2015

Oil sales volumes, net

394,424

536,972

Average oil price (per barrel)

$38.10

$40.47

Oil revenues

15,027,487

21,729,188

Gains on hedging instruments

2,941,972

7,837,223

Other income

53,874

42,504

Total Revenue

$ 18,023,333

$ 29,608,915

 

The $6.7 million or 30.8% decline in oil revenues is the result of the 26.5% decrease in net sales volumes, due primarily to the natural decline of the Company's reservoirs, and a $2.37 or 5.8% per barrel decline in the price received. The Company, as part of its hedging program, also realised $3.7 million of gains resulting from hedging instruments settled during the year and a loss of $744,000 resulting from mark-to-market derivative instruments.

 

Sales Volume

The results of the Company's sales are shown in the following table:

 

 

2016

2015

Gross barrels sold

483,195

653,431

Net barrels sold

394,424

536,972

Daily average barrels sold--gross

1,320

1,791

Daily average barrels sold-net

1,077

1,471

Average sales price per barrel

$ 38.10

$ 40.47

 

The decline in net sales volumes of 142,548 or 26.5% is indicative of normal depletion of the Company's reserves offset by the workover and production enhancement projects performed in 2016.

Cost of Sales

The following is a comparative summary of cost of sales:

 

 

2016

2015

Lease operating costs

$ 5,116,144

$ 5,765,018

Production severance taxes

967,035

1,543,507

Depreciation

3,582,915

6,594,358

Contribution from test revenue

-

569,521

Production profit shares and royalties

325,835

321,030

Other

69,094

73,155

Total Cost of Sales

$ 10,061,023

$ 14,866,589

 

 

 

Lease operating costs per gross barrel

$ 10.59

$ 8.82

Lease operating costs per net barrel

$ 12.97

$ 10.74

 

The increase in lease operating costs per barrel is primarily due to the decrease in sales volumes. The fixed charges associated with the operation of the Company's wells has lower volumes by which to be spread across. With decreased sales revenue, there have also been corresponding reductions to severance taxes, contribution from test revenue, and production profit shares and royalties. Depreciation shown above only includes the depreciation related to operating related assets and excludes office equipment and vehicle depreciation, which is recorded as part of general and administrative expenses. Depreciation has increased as compared to prior year as a result of a decline to the reserve base as at 31 December 2015, which resulted in the depreciation rate being higher on a per barrel rate than in 2015. The decline in reserve base as at 31 December 2015 was adversely impacted by a decline in oil prices and the corresponding reduction in well economics.

 

Administrative Expenses

Administrative expenses decreased $1.7 million or 23.2% to $5.8 million for the year ended 31 December 2016 from $7.5 million for the year ended 31 December 2015 primarily due to reductions in legal costs, reduction of headcount and overall salary reductions.

 

Financing Costs

Financing costs increased $3.1 million or 60.9% to $8.2 million for the year ended 31 December 2016 from $5.1 million for the year ended 31 December 2015 due primarily to the write off of deferred loan costs of $710,000, an increase in total interest expense of $678,000 and increase in the exchange rate losses on financial liabilities of $1.4 million.

 

Normalised EBITDA

Normalised EBITDA ("NEBITDA") is presented to provide an analysis of the Company's operations, excluding certain non-cash related items. NEBITDA is defined as operating profit or loss adjusted for interest, income taxes, depreciation, amortisation, test revenue contribution adjustments, and exceptional administrative expenses. For the year ended 31 December 2016, NEBITDA was $5.9 million as compared to $14.5 million for the year ended 31 December 2015. This decline in NEBITDA reflected the decline in the price of crude oil, a decrease in production volumes and a decrease in revenue from the Company's commodity derivatives. NEBITDA per gross and net barrel sold was $12.10/bbl and $14.83/bbl for the year ended 31 December 2016, respectively, as compared to $22.17/bbl and $26.98/bbl, respectively, for the year ended 31 December 2015.

 

 The following table reflects the calculation to reconcile the net loss under IFRS to NEBITDA for 2016 and 2015.

 

 

2016

2015

Net loss

$ (14,218,130)

$ (70,332,136)

Exceptional administrative expenses

6,797,041

72,477,603

Finance income

(582)

(173,641)

Finance costs

8,172,019

5,078,442

Taxation

1,419,971

150,668

Normalised operating profit1

2,170,319

7,200,936

Depreciation, amortisation and contribution from test revenue

3,677,776

7,285,137

Normalised EBITDA

$ 5,848,095

$ 14,486,073

Normalised EBITDA per barrel sold-gross

$ 12.10

$ 22.17

Normalised EBITDA per barrel sold--net

$ 14.83

$ 26.98

 

 

 

 

 

 

 

 

The following table provides the consolidated income statement to arrive at normalised operating profit and NEBITDA.

 

 

2016

2015

Revenue

$ 18,023,333

$ 29,608,915

Cost of sales

(10,061,023)

 (14,866,589)

Gross profit

7,962,310

 14,742,326

Administrative expenses

(5,791,991)

(7,541,390)

Normalised operating profit1

2,170,319

7,200,936

Depreciation, amortisation and contribution from test revenue

3,677,776

7,285,137

Normalised EBITDA

$ 5,848,095

$ 14,486,073

 

 

 

 

1. Normalised operating profit is operating profit adjusted for DD&A, contribution from test revenue and exceptional administrative expenses.

 

 

 Cash flows

 

The following is a comparative summary of cash flow from operating, investing and financing activities:

 

 

2016

2015

Cash flow from operating activities

$ 6,821,144

$ 16,663,460

Cash flow from investing activities

 

 

Purchase of intangible assets

(1,083,530)

(15,197,473)

Purchase of property, plant and equipment

(2,417,206)

(11,251,875)

Other

6,082

8,765

Net cash from investing activities

(3,494,654)

(26,440,583)

Cash flow from financing activities

 

 

Repayment of loans

(4,000,000)

(3,000,000)

Proceeds on issue of loans, net of issue costs

3,000,000

7,000,000

Proceeds on issue of convertible loan notes

-

9,710,000

Interest paid

(2,289,665)

(3,102,589)

Other

(94,375)

130,137

Net cash flow from financing activities

(3,384,040)

10,737,548

Net (decrease) increase in cash and cash equivalents

(57,550)

960,425

Cash and cash equivalents at beginning of financial year

5,969,485

5,019,527

Effects of exchange rate changes

(342,894)

(10,467)

Cash and cash equivalents at end of financial year

$ 5,569,041

$ 5,969,485

 

Cash flows from operating activities

For the year ended 31 December 2016, cash flow from operating activities was $6.8 million as compared to cash flows of $16.7 million for the year ended 31 December 2015 reflecting the decrease in NEBITDA discussed above.

 

Net Cash flow from investing activities

For the year ended 31 December 2016, net cash flow used in investing activities was $3.5 million and comprised principally of capital expenditures for the Pilot Project. For the year ended 31 December 2015, net cash flow used in investing activities was $26.4 million and comprised principally of capital expenditures in the drilling and completion of new wells. The decline in spending in 2016 as compared to 2015 of 86.8% was a result of reduced cash available commensurate with the decline in economics within the oil and gas industry.

 

Net cash flow from financing activities

For the year ended 31 December 2016, net cash from financing activities during the year totalled $3.4 million and comprised principally of $3.0 million raised via debt facilities offset by $4.0 million in debt repayments and $2.3 million in interest payments. For the year ended 31 December 2015, net cash flow from financing activities totalled $10.7 million and was comprised of $16.7 million proceeds from debt facilities, offset by $3.0 million in debt repayments and $3.1 million in interest payments.

 

Debt Facilities

 

The Company had the following outstanding debt at 31 December 2016:

 

Description

Interest Rate

Conversion Price

Balance GBP

GBP to US$ Conversion Rate

Balance US$

 

 

 

 

 

 

Reserve Based Loan

Libor + 6 per cent

NA

 £ 18,631,025

1.23

 $ 23,000,000

2012 Convertible Loan Note

Zero Coupon

£0.025

 £ 5,167,500

1.23

 $ 6,379,279

2013 Convertible Loan Note

9 per cent

£0.055

 £ 3,135,000

1.23

 $ 3,870,158

2013 Loan Note

15 per cent

NA

 £ 8,100,446

1.23

 $ 10,000,000

2015 Convertible Loan Note

Zero Coupon

£0.03

 £ 6,400,000

1.23

 $ 7,900,800

2016 Loan Note

15 per cent

NA

 £ 2,430,134

1.23

 $ 3,000,000

 

 

 

 £ 43,864,105

 

 $ 54,150,237

 

The above table only includes the outstanding principal and coupon interest rate and does not include the effect of account discounting or deferred interest rate. During 2016, two significant debt related activities occurred. On 8 January 2016, the Company completed negotiations with CBA to include a reduction to the net borrowing base from $27.0 million to $23.0 million. As part of these negotiations, the Company was required to pay $4.0 million in January 2016 to reduce the outstanding loan balance to the net borrowing base amount. The CBA facility covenants were amended to revise the leverage ratio and eliminate the minimum liquidity requirement. At the end of the first quarter of 2016, CBA notified the Company that the borrowing base had been further reduced from $23.0 million to $13.0 million. On 30 June 2016, Nighthawk entered into an amendment, which among other modifications, changed the maturity date of the outstanding loan balance to 30 June 2017.

 

Also, on 28 July, 2016, the Company entered into a $3.0 million second lien note, with certain existing debt holders, for the purpose of funding the Pilot Project. The notes bear interest at 15% and a one per cent overriding royalty on the incremental volume realised from the Pilot Project. As part of negotiations with CBA to allow for this new secured loan instrument, the Company also agreed to amend the terms of the existing interest bearing unsecured facility agreements issued in 2013 and loan notes under which interest was being paid. This interest is to be deferred during the amended term of the CBA agreement that expires on 30 June 2017, unless extended by CBA at their sole discretion. The loan notes under which the interest was deferred have the option to receive shares or cash for the amounts deferred. See Note 19 in the Notes to the Consolidated Financial Statements for more detailed discussion.

 

Hedging

 

As at 31 December 2016, the Company held the following oil commodity derivative hedge positions:

 

 

2016

Swap contracts

 

Total remaining volumes (bbls)

65,350

Price (WTI NYMEX; average)

$ 58.52

 

 

Costless collar contracts

 

Total volumes (bbls)

96,000

Ceiling

$ 47.00

Floor

$ 52.75

Note: All commodity hedge prices are WTI NYMEX, averaged across the total contracts for swap contracts.

 

One of the commodity hedging swap contracts, entered into during 2015, is accounted under IFRS hedge accounting in respect of the Company's commodity derivative hedge positions and represents a total of 17,350 remaining bbls. Under hedge accounting, the change in fair value is recorded as an equity movement in the cash flow hedge reserve rather than through the income statement. Upon utilisation of the oil swap when the oil sales take place, the amounts held in equity are recycled to revenue. All other derivative instruments are accounted for as a mark-to-market hedge instrument through profit or loss.

 

Shareholders' equity

 

As at 31 December 2016 there were 964,076,330 ordinary shares of 0.25 pence each in issue. Additionally, as at 31 December 2016, a total of up to 911,066,081 new ordinary shares may be issued pursuant to the exercise of 38,750,000 share options, 130,000,000 warrants, 477,033,333 on convertible loan notes and up to 265,282,748 on conversion of deferred interest payments added during 2016.

 

As at 31 December 2015 there were 964,076,330 ordinary shares of 0.25 pence each in issue. Additionally, as at 31 December 2015, a total of up to 652,383,333 new ordinary shares may be issued pursuant to the exercise of share options, warrants or convertible loan notes.

 

Dividends

 

The Directors do not recommend the payment of a dividend for the year ended 31 December 2016.

 

 

Cautionary Statement

 

This Annual Report contains certain judgements, forward-looking statements and assumptions that are subject to the normal risks and uncertainties associated with the exploration, development and production of hydrocarbons. Whilst the Directors and management believe that expectations reflected throughout this Annual Report are reasonable based on the information available at the time of approval of this Annual Report, actual outcomes and results may be materially different due to factors either beyond the Company's reasonable control or within the Company's control but, for example, following a change in project plans or corporate strategy. Therefore, absolute reliance should not be placed on these judgements, assumptions and forward-looking statements.

 

Kurtis Hooley

Chief Financial Officer

 

26 May 2017

 

 

 

 

Consolidated Income Statement

all amounts are shown in US$

 

 

 

 

For the Year Ended 31 December

 

Notes

2016

 

2015

 

 

 

 

 

Continuing operations:

 

 

 

 

Revenue

4

$18,023,333

 

$ 29,608,915

Cost of sales

 

 (10,061,023)

 

(14,866,589)

 

 

 

 

 

Gross profit

 

 7,962,310

 

14,742,326

 

 

 

 

 

Administrative expenses

 

 (5,791,991)

 

(7,541,390)

Exceptional administrative expenses

9

 (6,797,041)

 

(72,477,603)

 

 

 

 

 

Total administrative expenses

 

 (12,589,032)

 

(80,018,993)

 

 

 

 

 

Operating loss

5

 (4,626,722)

 

(65,276,667)

 

 

 

 

 

Finance income

 

 582

 

173,641

Finance costs

8

 (8,172,019)

 

(5,078,442)

 

 

 

 

 

 

 

 

 

 

Loss before taxation

 

 (12,798,159)

 

(70,181,468)

 

 

 

 

 

Taxation

10

 (1,419,971)

 

(150,668)

Net loss

 

$(14,218,130)

 

$(70,332,136)

 

 

 

 

 

Attributable to:

 

 

 

 

Equity shareholders of the Company

 

$(14,218,130)

 

$(70,332,136)

 

 

 

 

 

 

 

 

 

 

Loss per share from continuing operations

11

 

 

 

 

 

 

 

 

Basic loss per share

 

$(0.01)

 

$(0.07)

 

 

 

 

 

Diluted loss per share

 

$(0.01)

 

$(0.07)

 

 

 

 

 

 

 

 

 

Consolidated Statement of Comprehensive Income and Expenditure

all amounts are shown in US$

 

 

 

For the Year Ended 31 December

 

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(14,218,130)

 

$(70,332,136)

 

 

 

 

 

Other comprehensive income (expense)

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

Foreign exchange gains on consolidation

 

4,438,314

 

1,247,495

(Loss)/gain on hedging instruments designated as cash flow hedges

 

(311,695)

 

6,304,905

Deferred tax on hedging instruments designated as cash flow hedges

 

110,968

 

(2,244,635)

 Items reclassified to profit or loss:

 

 

 

 

Loss on hedging instruments designated as cash flow hedges

 

(3,686,396)

 

(7,837,223)

Deferred tax

 

1,312,409

 

2,790,161

 

 

 

 

 

Other comprehensive income, net of tax

 

1,863,600

 

260,703

 

 

 

 

 

Total comprehensive loss for the financial year

 

$(12,354,530)

 

$(70,071,433)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheet

all amounts are shown in US$

 

 

 

As at 31 December

 

Notes

2016

 

2015

Assets

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment

13

$ 22,704,185

 

$ 25,428,745

Intangible assets

12

 8,274,560

 

11,891,746

Derivative financial assets

17

 -

 

502,648

 

 

 30,978,745

 

37,823,139

Current assets

 

 

 

 

Inventory

15

 785,904

 

917,039

Derivative financial assets

17

 329,702

 

3,997,996

Trade and other receivables

16

 2,353,503

 

3,013,846

Cash and cash equivalents

 

 5,569,041

 

5,969,485

 

 

 9,038,150

 

13,898,366

Total Assets

 

 $40,016,895

 

$ 51,721,505

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

 

 

Capital and reserves attributable to the Company's equity shareholders

 

 

 

 

Share capital

20

$ 4,007,795

 

$ 4,007,795

Share premium

20

 1,402,644

 

1,402,644

Foreign exchange translation reserve

21

 12,151,619

 

7,713,305

Special (restricted) reserve

22

 29,760,145

 

29,760,145

Retained deficit

 

 (79,611,117)

 

(65,650,773)

Share-based payment reserve

23

 5,157,045

 

5,367,376

Equity option on convertible loans

24

 6,992,276

 

6,992,276

Cash flow hedging reserve

25

 212,324

 

2,787,038

Total equity

 

 (19,927,269)

 

(7,620,194)

 

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

18

 5,174,900

 

5,059,434

Finance lease payables

32

 622,563

 

-

Derivative financial liabilities

 

 628,099

 

-

Borrowings

19

 23,139,502

 

26,311,365

 

 

 29,565,064

 

31,370,799

 

 

 

 

 

Non-current liabilities

 

 

 

 

Borrowings

19

27,402,697

 

24,776,368

Finance lease payables

32

 166,592

 

-

Provisions and contingent consideration

30

 2,809,811

 

3,194,532

 

 

30,379,100

 

27,970,900

Total liabilities

 

59,944,164

 

59,341,699

Total equity and liabilities

 

$ 40,016,895

 

$ 51,721,505

 

The financial statements were approved by the Board of Directors on 26 May 2017 and were signed on its behalf by:

 

Rick McCullough,

Executive Chairman 

Consolidated Statement of Changes in Equity 

for the year ended 31 December 2016

all amounts are shown in US$

 

 

Sharecapital

Sharepremium

Foreignexchangetranslationreserve

Special (restricted) reserve

Retaineddeficit

Sharebasedpaymentreserve

Equity option on convertible loans

Cash flow hedging reserve

Total

 

$

$

$

$

$

$

$

$

$

Balance at 1 January 2016

4,007,795

1,402,644

7,713,305

29,760,145

(65,650,773)

5,367,376

6,992,276

2,787,038

(7,620,194)

For the year ended 31 December 2015

 

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

-

(14,218,130)

-

-

-

(14,218,130)

Other comprehensive income (expense):

-

-

-

-

-

-

-

-

-

Foreign exchange gain on consolidation

-

-

4,438,314

-

-

-

-

-

4,438,314

Loss on hedging instruments designated in cash flow hedges

-

-

-

-

-

-

-

(311,695)

(311,695)

Deferred tax on hedging instruments designated in cash flow hedges

-

-

-

-

-

-

-

110,968

110,968

Gain reclassified to profit or loss

-

-

-

-

-

-

-

(3,686,396)

(3,686,396)

Deferred tax on gain reclassified to profit

-

-

-

-

-

-

-

1,312,409

1,312,409

Total comprehensive income loss

-

-

4,438,314

-

(14,218,130)

-

-

(2,574,714)

(12,354,530)

Share-based payments

-

-

-

-

-

47,455

-

-

47,455

Exercised and expired options and warrants

-

-

-

-

257,786

(257,786)

-

-

-

Balance at 31 December 2016

4,007,795

1,402,644

12,151,619

29,760,145

(79,611,117)

5,157,045

6,992,276

212,324

(19,927,269)

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2015

4,001,288

1,279,014

6,465,810

29,760,145

4,376,618

5,420,455

3,592,505

3,773,830

58,669,665

For the year ended 31 December 2015

 

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

-

(70,332,136)

 

 

 

(70,332,136)

Other comprehensive income (expense):

 

 

 

 

 

 

 

 

 

Foreign exchange gain on consolidation

-

-

1,247,495

-

-

-

-

-

1,247,495

Gain on hedging instruments designated in cash flow hedges

-

-

-

-

-

-

-

6,304,905

6,304,905

Deferred tax on hedging instruments designated in cash flow hedges

-

-

-

-

-

-

-

(2,244,635)

(2,244,635)

Gain reclassified to profit or loss

-

-

-

-

-

-

-

(7,837,223)

(7,837,223)

Deferred tax on gain reclassified to profit

-

-

-

-

-

-

-

2,790,161

2,790,161

Total comprehensive income (loss)

-

-

1,247,495

-

(70,332,136)

-

-

(986,792)

(70,071,433)

Share-based payments

-

-

-

-

-

251,666

-

-

251,666

Issue of share capital for cash

6,507

123,630

-

-

-

-

-

-

130,137

Exercised and expired options and warrants

-

-

-

-

304,745

(304,745)

-

-

-

Issue of convertible loan notes

-

-

-

-

-

-

3,399,771

-

3,399,771

Balance at 31 December 2015

4,007,795

1,402,644

7,713,305

29,760,145

(65,650,773)

5,367,376

6,992,276

2,787,038

(7,620,194)

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Cash Flow Statement

all amounts are shown in US$

 

 

 

For the Year Ended 31 December

 

Notes

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Net cash flow from operating activities

26

$ 6,821,144

 

$ 16,663,460

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

Purchase of intangible assets

 

(1,083,530)

 

(15,197,473)

Purchase of property, plant and equipment

 

(2,417,206)

 

(11,251,875)

Proceeds on disposal of property, plant and equipment

 

5,500

 

8,410

Interest received

 

582

 

355

 

 

 

 

 

Net cash from investing activities

 

(3,494,654)

 

(26,440,583)

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

Proceeds on issue of new shares

 

-

 

130,137

Proceeds from derivative financial instruments

 

56,525

 

-

Repayment of loans

 

(4,000,000)

 

(3,000,000)

Proceeds on issue of loans net of issue costs

 

3,000,000

 

7,000,000

Proceeds on issue of convertible loan notes

 

-

 

9,710,000

Capital payments on finance leases

 

(129,423)

 

-

Interest on finance leases

 

(21,477)

 

-

Interest paid

 

(2,289,665)

 

(3,102,589)

 

 

 

 

 

Net cash flow from financing activities

 

(3,384,040)

 

10,737,548

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(57,550)

 

960,425

 

 

 

 

 

Cash and cash equivalents at beginning of financial year

 

5,969,485

 

5,019,527

 

 

 

 

 

Effects of exchange rate changes

 

(342,894)

 

(10,467)

 

 

 

 

 

Cash and cash equivalents at end of financial year

 

$ 5,569,041

 

$ 5,969,485

 

 

 

 

 

 

Notes to the Consolidated Financial Statements

Year ended 31 December 2016

all amounts are shown in US$

 

1. General Information

 

Nighthawk Energy PLC (the "Parent") is a company incorporated in England and Wales, under the Companies Act 2006. The address of the registered office is given on the back cover. The nature of the Company's operations and its principal activities are the exploration for, development and sale of, hydrocarbons. The Company operates solely in the state of Colorado USA where it currently owns interests in over 150,000 net mineral acres in and around Lincoln County.

 

The accompanying financial statements cover the year to 31 December 2016 for the Parent and its subsidiaries (the "Company" or "Nighthawk"). 

 

2. Significant accounting policies

 

Basis of accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and therefore the Company financial statements comply with Article 4 of the EU Regulations and applied in accordance with those provisions of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The financial statements have been prepared on the historical cost basis except for derivatives and certain royalty instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets at the date of transaction. The principal accounting policies adopted are set out below.

 

The principal accounting policies set out below have been consistently applied to all periods presented.

 

Going Concern

The Directors have reviewed cash forecasts, the current operations of the Group and Company and plans for the next 12 months and consider that the use of the going concern basis of accounting and preparation of the financial statements is appropriate however, there is a material uncertainty related to events or conditions that may cast significant doubt about the ability of the Group and Company to continue as a going concern. Currently, the Group and Company are meeting its day-to-day operational working capital requirements and oil prices have stabilized. Successful implementation of the water flood Pilot Project is expected to provide adequate cash flow for the foreseeable future to meet operating cash flow requirements and debt service costs. However, the Directors note there is a material liquidity risk related to the outstanding loan with Commonwealth Bank of Australia ("CBA") given the 30 June 2017 maturity date. The Group's and Company's ability to meet its liabilities as they fall due for next 12 months is dependent upon successfully extending the existing loan facility on terms acceptable to the Group whilst securing alternative funding.

 

Based on the discussions with CBA and previous extensions, the Board remains confident that necessary extensions can be secured whilst the debt is refinanced. The Board has held discussions with potential alternative lenders and are confident that the requisite funding can be secured on acceptable terms. Whilst the ability to secure alternative funding is expected to depend on the success of the waterflood project and associated oil reserves upgrade the Board remains confident that the project will deliver the required level of production and PDP reserves based on its status.

 

The financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.

 

Basis of Consolidation

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

The consolidated financial statements present the results of the Company as if they formed a single entity. Intercompany transactions and balances between companies are therefore eliminated in full.

 

Intracompany transactions with subsidiaries are eliminated on consolidation. Transactions, balances, income and expenses with Joint Operations are eliminated to the extent of the Company's interest in these entities.

 

In accordance with the exemption in IFRS 1, where merger accounting has been used prior to the transition date the accounting method has not been restated.

 

Any difference between the nominal value of the shares acquired by the Company and those issued by the Company to acquire these shares is accounted for as merger reserve.

 

Segmental Reporting

The Company has only one operating segment: the production of, exploration for and investment in hydrocarbons in one geographical area, the United States of America.

 

Significant Customer

The Company sell all its oil production to an independent third party. The Company has alternative buyers available in the event the existing agreement is discontinued

 

New and amended IFRS standards in interpretations

The following new or revised Standards and Interpretations have been adopted during the year.

 

New/Revised International Financial Reporting Standards

Effective Date: Annualperiods beginning on or after:

EUadopted

IAS 1

Disclosure Initiative - Amendments

1 January 2016

Yes

 

Annual Improvements to IFRSs 2012-2014 Cycle

1 January 2016

Yes

 

At the date of authorisation of these financial statements, the following Standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and, in some cases, had not yet been adopted by the European Union) (standards not expected to have any impact on the Company are not included):

 

New/Revised International Financial Reporting Standards

Effective Date: Annualperiods beginning on or after:

EUadopted

IFRS 9

Financial Instruments: Classification and Measurement

1 January 2018

Yes

IFRS 15

Revenue from Contracts with Customers

1 January 2018

Yes

IFRS 16

Leases

1 January 2019

No

 

 

 

 

 

IFRS 15 is intended to introduce a single framework for revenue recognition and clarify principles of revenue recognition. This standard modifies the determination of when to recognize revenue and how much revenue to recognize. The core principle is that an entity recognizes revenue to depict the transfer of promised goods and services to the customer of an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Management are currently assessing the impact of this standard.

 

IFRS 16 introduces a single lease accounting model. This standard requires lessees to account for all leases under a single on-balance sheet model. Under the new standard, a lessee is required to recognize all lease assets and liabilities on the balance sheet; recognize amortization of leased assets and interest on lease liabilities over the lease term; and separately present the principal amount of cash paid and interest in the cash flow statement. Management are currently assessing the impact of this standard.

 

IFRS 9 "Financial instruments" addresses the classification and measurement of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income (OCI) and fair value through profit or loss. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI. There is now a new expected credit loss model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities, there were no changes to classification and measurement except for the recognition of changes in credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. Management are currently assessing the standard's full impact.

 

Joint Operations

The Company participates in Joint Operations, which involve the joint control of assets used in the Company's oil and gas exploration and producing activities.

 

The Company accounts for its share of assets, liabilities, income and expenditure of Joint Operations in which it holds an interest, classified in the appropriate Balance Sheet and Income Statement headings.

 

Details of the Company's interests in unincorporated Joint Operations are given in Note 14.

 

Revenues

Oil revenue represents the sales value of the Company oil production during the year and is recognised when sales transactions can be reasonably measured and the risks and rewards of ownership have transferred substantially to the buyer, which occurs at transfer of the hydrocarbons from the Company's facilities to the purchaser's tanker or infrastructure. Revenue is measured at the Company's share of fair value of the consideration received or receivable and represents amounts receivable for oil products in the normal course of business, net discounts and sales related taxes. Royalty interests are recognised on an accruals basis, in accordance with the substance of the relevant agreement.

 

Oil and gas assets - exploration and evaluation assets (intangibles)

The Company follows a successful-efforts based accounting policy for oil and gas assets. During the geological and geophysical exploration phase, expenditures are charged against income as incurred. Once the legal right to explore has been acquired, expenditures directly associated with exploration and evaluation are capitalised as intangible assets and are reviewed at each reporting date to confirm that there is no indication of impairment and that development is in progress or planned. If no future exploration or development activity is planned in the leased area, the exploration licence and leasehold property acquisition costs are written off. Pre-leasing expenditures on oil and gas assets are recognised as an expense within the income statement when incurred.

 

Oil and gas assets - development and production assets

Once a well or project is commercially feasible and technically viable, which in practice is when results indicate that hydrocarbon reserves exist in adequate quantity and there is reasonable evidence that the reserves are commercially viable, the carrying values of the associated exploration license and property acquisition costs and the related cost of exploration wells are transferred to development oil and gas properties after an impairment test. Development and production assets are accumulated generally on a well-by-well basis and represent the cost of developing the commercial reserves discovered and bringing them into production. The cost of development and production assets also includes the cost of acquisitions and purchases of such assets, directly attributable overheads, finance costs

 

capitalised, and the cost of recognising provisions for future restoration and decommissioning. If a drilled well does not show commercially viable reserves, the capitalized costs are written off upon completion of the well.

 

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost less depreciation and recognised impairment losses. Cost includes expenditure that is directly attributable to the acquisition or construction of these items.

 

Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the income statement in the period in which they are incurred.

 

 

 

 

 

 

Depreciation is provided on all property, plant and equipment and is calculated on a straight-line basis or unit of production basis as follows:

 

Plant and equipment

5%

Leasehold land

10%

Office equipment

25%

 

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

 

Depreciation of producing assets

The net book values of producing assets are depreciated on a well-by-well basis using the unit-of-production method by reference to the ratio of production in the year and the related economic commercial reserves of the well, taking into account future development expenditures necessary to bring those reserves into production.

 

Where property, plant and equipment has been acquired for the purposes of exploration, and technical feasibility of the project has yet to be established, the depreciation on the property, plant and equipment is added back to the cost of the intangible assets within exploration costs.

 

The gain or loss arising on disposal or scrapping of an asset is determined as the difference between the sales proceeds, net of selling costs, and the carrying amount of the asset and is recognised in the income statement.

 

Impairment of development and production assets

An impairment test is performed at least twice a year or whenever events and circumstances arising during the development or production phase indicate that the carrying value of a development or production asset may exceed its recoverable amount. The carrying value is compared against the expected recoverable amount of the asset, generally by reference to the present value of the future net cash flows expected to be derived from production of commercial reserves. The cash flows are discounted using a pre-tax discounted rate adjusted for risks specific to the assets. The cash generating unit applied for impairment test purposes is generally at the well level, except that a number of individual well interests may be combined as a single cash generating unit where the cash inflows of each well are interdependent, as in a unit. Commercial reserves consist of proved and probable oil, which are defined as the estimated quantities of crude oil where geological, geophysical and engineering data has demonstrated, with a specified degree of certainty, to be recoverable in future years from known reservoirs and which are considered commercially viable. There should be at least a 50% statistical probability that the actual quantity of recoverable reserves will be equal to or more than the amount estimated as proved and probable reserves. Any impairment identified is charged to the income statement. Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is also reversed as a credit to the income statement, net of any depreciation that would have been charged since the impairment.

 

Impairment of Exploration costs

The Company's intangible exploration cost assets are assessed for impairment when facts and circumstances suggest that the carrying amount of the exploration cost assets may exceed the assets recoverable amount. In accordance with IFRS 6, the Company firstly considers the following facts and circumstances in their assessment of whether the Company's exploration and appraisal assets may be impaired:

• Whether the period for which the Company has the right to explore in a specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

• Whether substantive expenditure on further exploration for and appraisal of mineral resources in a specific area is neither budgeted nor planned;

• Whether exploration for and evaluation of oil in a specific area has not led to the discovery of commercially viable quantities of oil and the Company has decided to discontinue such activities in the specific area; and

• Whether sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by sale.

 

If any such facts or circumstances are noted, the Company, as a next step, performs an impairment test in accordance with the provisions of IAS 36 as set out above.

 

Asset Retirement Obligation

An asset retirement obligation provision for plugging, abandonment and reclamation costs has been included within the exploration costs intangible assets and production assets and within liabilities based on management's assessment of asset retirement costs that will be incurred at the end of each project's life. The estimated current date cash flows are adjusted for inflation and are discounted at a risk-free rate. The cash flows used in the provision are risk adjusted.

 

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

 

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-first-out basis. Cost comprises direct materials, and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.

 

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

Contingent consideration

The Company was party to a deferred contingent consideration agreement in respect of its acquisition of an addition 25% working interest in the Jolly Ranch and Smoky Hill Project in 2012, under which the Company acquired operatorship of the joint operation and increased its interest from 50% to 75%. The Company initially recorded the

fair value of the deferred contingent consideration as part of the acquisition and the obligation is classified as a provision and subsequently carried at the best estimate of the payment that will be required to settle the obligation. Subsequent changes in fair value are recorded in profit or loss. As the contingent consideration provision has expired in January 2017, no amounts are included on the accompanying balance sheet as at 31 December 2016.

 

Equipment leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. The interest element of finance lease payments is charged to profit or loss as finance costs over the period of the lease. All other leases are classified as operating leases.

 

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

 

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

 

 

 

Foreign Currency

For the purpose of the consolidated financial statements, the results and financial position of each company are expressed in US Dollars, which is the reporting currency for the consolidated financial statements. The functional currency of the Company's subsidiaries is US Dollars. Foreign currency transactions, by company, are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the balance sheet date, with any exchange adjustments being charged or credited to the Income Statement.

 

The Parent Company's functional currency is the British Pound Sterling. On consolidation, the assets and liabilities of the Parent Company are translated into the Company's reporting currency at the exchange rate at the balance sheet date and the income and expenditure account items are translated at the average rate for the reporting period. The exchange difference arising on the translation from functional currency to presentational currency of the Parent Company is classified as other comprehensive income and is accumulated within equity as a translation reserve.

 

Taxation

Current Taxation

Current tax for each taxable entity in the Company is based on the statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to taxes payable or recoverable in respect of previous periods.

 

Taxes that arise from production are recorded as cost of sales and accrue as production arises. A deferred tax asset is recorded when there is sufficient certainty that production taxes paid will give rise to tax deductions in future periods.

 

Deferred Taxation

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is calculated at the tax rate that is expected to apply in the period when the liability is settled or the asset is realised based on tax laws, and rates that have been enacted or substantively enacted at the balance sheet date.

 

Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

 

Financial Instruments

Financial assets and financial liabilities are recognised on the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.

 

Trade and other receivables

Trade receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due. The amount of any provision is recognised in the income statement.

 

Trade and other payables

Trade and other payables are initially recorded at fair value and subsequently measured at amortised cost using the effective interest rate method.

 

Borrowings and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. Borrowings are initially recorded at fair value and subsequently measured at amortised cost using the effective interest method. If the terms of borrowings are modified, the Company determines whether the modification represents a substantial modification under IFRS. A modification is considered substantial if the discounted present value of the cash flows under the new terms, including any fees paid, net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. Borrowings that are considered to be substantially modified

 

are derecognised and transaction costs associated with such loan modifications, are written off to the income statement. Transaction costs arising from modifications of borrowings that do not qualify as substantially modified are deducted from the liability and amortised prospectively through the effective interest rate method.

 

Royalty or profit share interests associated with loans are recorded at fair value through profit or loss, unless the royalty terminates upon disposal of the wells or a change in control, when such events form part of the Company's strategy. In such circumstances the royalty is recorded on an accrual basis as production arises. Where royalties are issued in conjunction with debt financing, the initial fair value is treated as a transaction cost and deducted from the loan liability and subsequently amortised through the effective interest rate. The royalty liability is subsequently revalued.

 

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Compound instruments

The component parts of compound instruments (convertible notes and loans with detachable warrants) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash for a fixed number of the Company's own equity instruments is an equity instrument.

 

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is subsequently recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.

 

The conversion option or detachable warrant classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently re-measured. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

 

Transaction costs that relate to the issue of the compound instruments are allocated to the liability and equity components in proportion to the fair value of the debt and equity components. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the compound instruments using the effective interest method.

 

If the terms of a compound financial instrument are modified the Company determines whether the modification represents a substantial modification under IFRS. A modification is considered substantial if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial instrument. Compound financial instruments that are substantially modified are derecognised and transaction costs incurred as part of the loan modifications are recorded to the income statement and equity accounts in proportion to the relative fair value of the debt and equity component at the time of extinguishment. If the transaction costs can be specifically attributed to the new instrument, the portion attributable to the debt component is amortised prospectively through the effective interest rate.

 

Incremental fair value changes arising from the modification of warrants originally issued as part the compound financial instrument are considered to represent transaction costs and are determined using the Black-Scholes valuation model.

 

Derivative financial instruments

The Company enters into derivative financial instruments in the form of oil price swaps and costless collars to manage its exposure to oil price risk. Derivatives are initially recognised at fair value at the date the derivative contracts are

entered into and are subsequently re-measured to their fair value at the end of each reporting period. Fair value is determined inclusive of adjustments for the Company's own credit risk and the credit risk of counterparty to the derivative. The resulting gain or loss is recognised in profit or loss immediately, unless the instrument has been designated as a hedging instrument.

 

Hedge accounting

The Company designates certain hedging instruments, which are derivatives, in respect of commodity price risk, as cash flow hedges. At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. The Company enters into such derivatives to manage the risk associated with oil price fluctuations and therefore the impact of credit risk adjustments are excluded from the hedging relationship. Furthermore, at the inception of the hedge and on an on-going basis, the Company documents whether the hedging instrument is highly effective in offsetting cash flows of the hedged item attributable to the hedged risk. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in a cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. The portion of the change in fair value of the derivative attributable to credit risk adjustments is recognised immediately in profit and loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged volumes affects profit or loss, and recorded in the same line as the recognised hedge item.

 

Hedge accounting is discontinued when the Company revokes the hedging relationship; when the hedging instrument expires or is sold, terminated or exercised; or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised

when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

 

Finance expenses

Interest is recognised using the effective interest method which calculates the amortised cost of a financial liability and allocates the interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments, through the expected life of the financial liability to the net carrying amount of the financial liability.

 

Share-Based Payments

Equity settled share-based payments are measured at the fair value of the equity instruments at the date of grant. The fair value includes the effect of market-based vesting conditions. Details regarding the determination of the fair value of equity settled share-based transactions are set out in Note 23.

 

The fair value determined at the date of grant of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of equity instruments that will eventually vest. At each balance sheet date, the Company revises its estimated number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. Where an equity-settled award is forfeited, the cumulative charge expensed up to the date of forfeiture is credited to the Income Statement.

 

Warrants

Share warrants have been issued in lieu of interest on certain convertible loans in the prior years; as such the associated cost of these is accounted for as a finance cost.

The fair value of the warrants is measured at the grant date. The Black Scholes valuation model is used to assess the fair value, taking into account the terms and conditions attached to the warrants. The finance costs recorded are measured by reference to the fair value of warrants.

 

Share warrants are recognised as an increase in equity immediately on issue as warrants vest immediately. The expense associated with the share warrants is recognised in accordance with the substance of the transaction, either as an immediate expense in the income statement or as a transaction cost associated with the issue or extension of loan notes.

 

Employment Benefits

Provisions are made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet date, are recognised as accrued liabilities.

The Company's contributions to defined contribution pension plans are charged to the income statements in the period to which the contributions relate.

 

3. Critical accounting judgements and estimates

 

In the application of the Company's accounting policies, which are described in Note 2, the Directors and management are required to make critical accounting judgments and assumptions. The assumptions are based on historical experience and other factors that are considered to be relevant.

 

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the prevailing circumstances.

 

The following are the critical judgements that the Directors have made in the process of applying the Company's accounting policies, and that have the most significant effect on the amounts recognised in the financial statements.

 

Exploration and Evaluation Costs

The Company's accounting policy leads to the capitalisation of tangible (Note 13) and intangible (Note 12) fixed assets, where it is considered likely that the amount capitalized will be recoverable by future exploitation, sale or, alternatively, where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This requires management to make estimates and assumptions as to the future events and circumstances, especially in relation to whether an economically viable extraction operation can be established. Such estimates are subject to change and, should it become apparent that recovery of the expenditure is unlikely following initial capitalisation, the relevant capitalised amount will be written off to the Income Statement.

 

Judgment is further required in determining the date at which exploration assets achieve commercial production and commence depreciation. In forming that assessment, the Company considers factors such as the availability of economically recoverable reserves and the production rates delivered by wells.

Carrying value of exploration, development and producing properties

Management reviews intangible exploration cost assets (Note 12) for indicators of impairment under IFRS 6 at the end of each reporting period. This review of assets for potential indicators of impairment requires judgment including whether renewal of licences is planned, interpretation of the results of exploration activity and the extent to which the Company plans to continue substantive expenditure on the assets. In determining whether substantive expenditure remains in the Company's plan, management considers factors including future oil prices, plans for lease renewal and development and future drilling plans. If impairment indicators exist, the assets are then tested for impairment and carried at the lower of the estimated recoverable amount and net book value.

 

The carrying value of development and producing oil and gas assets (Note 13) is subject to judgement as to their recoverable value. The calculation of recoverable value requires estimates of future cash flows within complex value-in-use models. At each balance sheet date the Directors review the carrying amounts of the Company's development and producing properties to determine whether there is any indication that those assets have suffered an impairment loss.

 

For development and producing oil and gas properties, the following are examples of the indicators used:

• A significant and unexpected decline in the asset's market value or likely future revenue;

• A significant change in the asset's reserves assessment;

• Significant changes in the technological, market, economic or legal environments for the asset; or

• Evidence is available to indicate obsolescence or physical damage of an asset, or that it is underperforming expectations.

 

The assessment of impairment indicators requires the exercise of judgement. If an impairment indicator exists, then the recoverable amount of the cash-generating unit and/or individual asset is determined based on the higher of value-in-use and fair value less cost of disposal calculations. This requires the use of estimates and assumptions, such as: future oil prices, life of field/well, discount rates, operating costs, future capital requirements, exploration potential, recompletion potential, oil reserves and operating performance.

 

The key estimates were as follows:

· Oil prices - determined based on the market WTI forward curve as at year end, together with a discount to reflect the terms of sales contracts.

· Oil reserve quantities - determined based on estimated economically recoverable reserves, based on external competent person assessments.

· Production Costs-costs incurred to produce oil

· Transportation costs

· Discount rate - pre-tax discount rate specific to the risks associated with the assets determined at 12%.

· Capital development costs

 

In addition, wells which have been plugged and abandoned during the year, or wells for which a decision has been taken during the year to plug and abandon the well, have been impaired.

 

These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or Cash Generating Units (CGUs).

 

The Company has recorded an impairment of $7.1 million in 2016 as compared to $75.1 million in 2015, in respect of exploration costs and property, plant and equipment as detailed in Note 9. A 10% decrease in realised oil prices would increase the impairment by $nil million. An increase in the discount rate to 15% would increase impairment by $nil million. The Directors consider the inputs used to be appropriate best estimates.

 

Reserve Estimates

Reserves are estimates of the amount of oil that can be economically and legally extracted from the Company's properties. In order to calculate the reserves, estimates and assumptions are required for a range of geological, technical and economic factors, including those detailed above.

 

Estimating the quantity and/or grade of reserves requires the size, shape and depth of fields to be determined by analysing geological data such as drilling samples and 3D seismic. This process may require complex and difficult geological judgements and calculations to interpret the data.

 

Given that economic assumptions used to estimate reserves may change from year to year, and because additional geological data is generated during the course of operations, estimates of reserves may change from year to year.

 

Changes in reported reserves may affect the Company's financial results and financial position in a number of ways, including the following:

• Asset carrying values, detailed in Notes 12 and 13, may be affected by possible impairment due to adverse changes in estimated future cash flows and the commercial viability of reserves.

• Depreciation, depletion and amortisation (detailed in Note 5) that is charged in the Income Statement may change where such charges are determined by the unit of production basis, or where the useful economic life of asset changes.

· Provisions for plugging and abandoning a well may change as a result of revisions to the timing of such plugging and abandonment efforts.

 

Judgments associated with debt finance

During the year, the Company obtained a new loan as detailed in Note 19 and modifications to existing instruments. The accounting requires judgments and estimates which are set out in the note including the valuation of the royalty associated with the new loan and assessments as to the valuation of conversion rights associated with the modified debt.

 

Derivative valuations

The Company's oil swaps and costless collars are carried at fair value. The fair value is determined based on mark-to-market valuations provided by third parties, which in turn is dependent on estimates regarding risk free discount rates and oil prices. Additionally, when material, the mark-to-market valuations are adjusted for credit risk associated with the Company and counterparty which are determined based on credit spreads applicable to the Company and the counterparty. Refer to Note 17 for details.

 

4. Revenue

 

An analysis of the Company's revenue is as follows:

 

 

2016

 

2015

Continuing operations

 

 

 

Sales revenue

$ 15,027,487

 

$ 21,729,188

Gains on hedging instruments reclassified from equity to profit or loss

3,686,396

 

7,837,223

Mark-to-market losses on hedging instruments

(744,424)

 

-

Other income

53,874

 

42,504

 

$ 18,023,333

 

$ 29,608,915

 

 

5. Operating loss

 

The operating loss before taxation for the years has been arrived at after charging:

 

 

2016

 

2015

Depreciation

$ 3,673,404

 

$ 6,711,917

Amortisation and contribution to match test revenue

4,372

 

573,220

Equity settled share-based payments

47,455

 

251,666

Production profit share expense

325,835

 

321,030

 

6. Auditor's remuneration

 

The analysis of auditor's remuneration is as follows:

 

 

2016

 

2015

Fees payable to the Company's auditors for the audit of the annual financial statements

$ 116,384

 

$ 132,140

Fees payable to the Company's auditor and their associates for other services to the Company:

 

 

 

Tax legislative assistance

16,496

 

21,890

Tax advice and other advisory

8,603

 

10,607

 

$ 141,483

 

$ 164,637

 

7. Staff Costs

 

The aggregate payroll costs of the employees, including both management and executive Directors, were as follows:

 

 

2016

 

2015

Staff costs

 

 

 

Wages and salaries

  $2,758,440

 

$ 4,063,190

Social security costs

 116,146

 

189,819

Pension costs

 256,312

 

383,507

 

 3,130,898

 

4,636,516

Equity settled share-based payments

 47,455

 

251,666

 

 $ 3,178,353

 

$ 4,888,182

 

Average number of persons employed by the Company during the year was as follows:

 

 

2016

 

2015

United Kingdom

1

 

2

United States

12

 

14

 

13

 

16

 

 

 

2016

 

2015

Remuneration of Directors

 

 

 

Emoluments for qualifying services

$ 725,799

 

$ 1,157,622

Company pension contributions and benefits

14,341

 

94,974

Social security costs

21,595

 

49,865

 

$ 761,735

 

$ 1,302,460

 

The number of Directors during 2016, accruing benefits under money purchase pension scheme arrangements was one in 2016 as compared to two during 2015.

 

During the year no Directors exercised any share options.

 

During 2015 Steve Gutteridge, who retired from the Board of Directors on 30 September 2014, exercised share options to acquire 1,700,000 ordinary shares.

 

Details of each director's remuneration and share options granted are included in the Remuneration Report.

 

 

2016

 

2015

Highest paid director

 

 

 

Remuneration

 $ 377,440

 

$ 369,600

Company pension contributions and benefits

30,461

 

48,019

 

$ 407,901

 

$ 417,619

 

8. Finance Costs

 

 

2016

 

2015

 

 

 

 

Imputed interest on convertible loan notes

$ 2,013,122

 

$ 1,571,189

Interest on shareholder loan issued with warrants

1,639,569

 

1,584,916

Interest on bank loan

1,390,993

 

1,508,528

Interest on shareholder loan

277,241

 

 

Finance lease interest

21,477

 

-

Total interest expense

5,342,402

 

4,664,633

 

 

 

 

Loss on rescheduling of loans

709,720

 

-

Exchange losses on financial liabilities

1,790,208

 

384,928

Other

329,689

 

28,881

 

$ 8,172,019

 

$ 5,078,442

 

Finance costs include certain non-cash transactions in respect of effective interest rate charges and losses on loan rescheduling.

 

9. Exceptional administrative expenses

 

2016

 

2015

Exceptional Administrative Expenses:

 

 

 

Impairment of exploration and production assets

$ 7,130,541

 

$ 75,144,103

Release of contingent consideration provision

(333,500)

 

(2,666,500)

 

$ 6,797,041

 

$ 72,477,603

 

The Company assessed the recoverability of its undeveloped exploration assets based upon factors such as market conditions, current spot and forward prices of oil, and future exploration and development plans. Due primarily to the continued depressed oil prices, and with no plans to pursue an aggressive drilling program, $7.1 million, was written off as at 31 December 2016 as compared to $40.5 million as at 31 December 2015. No other impairment were made for 2016.

 

During 2015, the Company drilled five wells that did not result in commercial economic reserves. As a result, the costs to drill and complete these wells were written off as of 31 December 2015, and totalled $5.2 million. In addition, an impairment charge of $28.9 million was taken to the income statement and represented an impairment of certain wells which mainly arose from a reduction in the spot and forward oil price assumptions used in estimating the future discounted cash flows for each well.

 

Of the total 2015 impairment of $75.1 million, $38.5 million was attributable to exploration costs included in intangible assets, and $11.5 million, $10.2 million and $14.4 million were attributable to leasehold land, plant and equipment and production assets, respectively, or a total of $36.1 million included in property, plant and equipment. An additional $0.5 million was recorded as impairments for costs incurred during the current period for wells which had been fully impaired in prior periods.

 

During 2016, the Company released $333,500 of the contingent consideration provision as compared to $2.7 million during 2015. Refer to Note 30.

 

10. Taxation

 

The Parent Company is subject to taxation in the United Kingdom at an estimated rate of 20% for 2016 and 20.25% in 2015, and the Company's subsidiaries are subject to taxation in the United States at an estimated rate of 38.00% for 2016 and 2015.

 

As of 31 December 2016, there was a current tax credit of $Nil arising in the US in the financial year (2015: $394,858 current tax credit). No tax charge arose in the UK for either 2016 or 2015.

 

The reasons for the differences between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied losses for the year are as follows:

 

Reconciliation of the effective tax charge:

2016

 

2015

Loss before taxation

$ (12,798,159)

 

$ (70,181,468)

Current tax (credit) expense:

 

 

 

Loss before taxation multiplied by standard rate of corporation tax in the UK of 20% (2015: 20.25%)

 (2,559,632)

 

$ (14,242,255)

Tax effects of:

 

 

 

Other expenses not deductible for tax purposes

1,246

 

55,310

Different tax rates applied in overseas jurisdictions

(1,045,250)

 

(8,959,430)

Effect of tax rate change

(1,355,415)

 

404,959

Adjustments related to prior year

(2,270,286)

 

-

Unrecognised tax losses

6,506,922

 

22,346,558

Other

722,415

 

 

Current tax credit

-

 

(394,858)

Deferred tax expense (credit):

 

 

 

Tax losses recognised (utilised) during the year related to hedging

1,419,971

 

545,526

Tax in income statement and effective tax rate

1,419,971

 

$ 150,668

 

 

 

 

Amounts recorded in other comprehensive income (loss):

 

 

 

Deferred tax on hedging instruments designated in cash flow hedges

$ 110,968

 

$ 2,244,635

Deferred tax on gain reclassified to income statement for

cash flow hedging instruments

 

1,312,409

 

(2,790,161)

Deferred tax on hedging from rate change

(3,406)

 

-

Total

$1,419,971

 

$545,526

 

 

2016

 

2015

Deferred tax

 

 

 

Deferred tax liabilities:

 

 

 

Accelerated tax deductions

$ -

 

$ -

Fair value of derivatives

(122,187)

 

(1,540,756)

Deferred tax assets:

 

 

 

Accelerated book deductions

4,235,400

 

1,062,144

Intercompany interest

1,522,180

 

478,612

Loss carry forward

62,606,562

 

57,553,740

Deferred tax not recognized

(68,241,955)

 

(57,553,740)

Net deferred tax

$ -

 

$ -

 

No deferred tax asset has been recognised at 31 December 2016 and 2015, for the net federal tax operating loss carry forwards of $172.1 million and $163.6 million, respectively, which are available under US tax statutes, due to uncertainty over the timing of future profits as well as the fact that the Company's ability to utilise some of these tax losses is restricted under Section 382 of the Internal Revenue Code to an amount of $0.4 million per annum. The unrecognized taxable losses in the U.S. can be carried forward for U.S. Federal and Colorado State income tax purposes for up to 20 years. These losses, if not utilized, will expire in the years 2026 through 2033.

 

A deferred tax asset in respect of $13.2 million at 31 December 2016 and $20.4 million at 31 December 2015 of taxable losses available in the UK has not been recognised due to the uncertainty over timing of future profits. The taxable losses available in the UK can be carried forward indefinitely.

 

11. Loss Per Share

 

Loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

 

 

2016

 

2015

Basic loss per share

 

 

 

Loss per share from continuing operations

$ (0.01)

 

$ (0.07)

Diluted loss per share

 

 

 

Loss per share from continuing operations

$ (0.01)

 

$ (0.07)

 

The Company has 911,066,081 potentially dilutive shares in issue, in respect of options to acquire 38,750,000 shares of the Company, warrants to acquire 130,000,000 shares of the Company, loan conversion rights to acquire 477,033,333 shares of the Company and deferred interest conversion rights to acquire 265,282,748 shares of the Company. Due to the Company's reported losses, share options and warrants were not taken into account when determining the weighted average number of ordinary shares in issue during the year as the options and warrants were anti-dilutive. Subsequent to the balance sheet date, no shares were issued.

 

The loss and weighted average number of ordinary shares used in the calculation of basic and diluted net loss per share are as follows:

 

 

2016

 

2015

Net loss used in the calculation of total basic and diluted loss per share from continuing operations

$ (14,218,130)

 

$ (70,332,136)

Number of shares

 

 

 

Weighted average number of ordinary shares for the purposes of basic net loss per share

 

964,076,330

 

963,629,481

Dilutive effect of options, conversion shares and warrants

-  

 

-

Weighted average number of ordinary shares for the purposes of diluted net loss per share

 

964,076,330

 

963,629,481

       

 

 

12. Intangible Assets

 

 

Explorationcosts

 

Royaltyinterests

 

 

Total

Cost

 

 

 

 

 

At 31 December 2014

$106,325,273

 

$ 359,391

 

$106,684,664

Additions

17,008,354

 

-

 

17,008,354

Transfers (note 13)

(17,409,792)

 

-

 

(17,409,792)

 

 

 

 

 

 

At 31 December 2015

105,923,835

 

359,391

 

106,283,226

Additions

5,321,691

 

-

 

5,321,691

Transfers (note 13)

(867,517)

 

-

 

(867,517)

At 31 December 2016

$110,378,009

 

$ 359,391

 

$110,737,400

 

 

 

 

 

 

Amortisation and impairment

 

 

 

 

 

At 31 December 2014

$55,255,249

 

$ 36,499

 

$55,291,748

Charge

-

 

3,700

 

3,700

Contribution to match revenue

569,521

 

-

 

569,521

Impairment

38,526,511

 

-

 

38,526,511

 

 

 

 

 

 

At 31 December 2015

94,351,281

 

40,199

 

94,391,480

Charge

-

 

4,372

 

4,372

Transfers (note 13)

954,882

 

-

 

954,882

Impairment

7,112,106

 

-

 

7,112,106

At 31 December 2016

$102,418,269

 

$ 44,571

 

$102,462,840

 

 

 

 

 

 

Net book value

 

 

 

 

 

At 31 December 2016

$ 7,959,740

 

$ 314,820

 

$ 8,274,560

At 31 December 2015

$ 11,572,554

 

$ 319,192

 

$ 11,891,746

At 31 December 2014

$ 51,070,024

 

$ 322,892

 

$ 51,392,916

 

Management reviews each exploration project for indication of impairment at each balance sheet date based on IFRS 6 criteria. Indicators of impairment were considered, which included expiring leases, future development plans for the leases, abandoned leases/wells and the estimated fair value less cost to sell of the underlying assets.

 

Due to these indicators being present at 31 December 2016 and 2015, and the resultant impairment test, impairments were recorded in the 2016 and 2015 financial year. Consequentially, certain full and partial impairments, as appropriate, of the remaining values were recognised, as disclosed in Note 9.

 

13. Property, Plant and Equipment

 

 

Leasehold

 

Plant andequipment

Officeequipment

Leased equipment

Productionassets

 

 

Total

Cost

 

 

 

 

 

 

At 31 December 2014

$44,574,485

$24,642,899

$198,674

-

$28,388,648

$97,804,706

 

 

 

 

 

 

 

Additions

4,961,565

3,991,321

48,188

-

-

9,001,074

Transfers (note 12)

-

-

-

-

17,409,792

17,409,792

Disposals

(4,173,339)

(1,766,763)

(4,801)

-

-

(5,994,903)

Foreign exchange variance

-

-

(257)

-

-

(257)

 

 

 

 

 

 

 

At 31 December 2015

45,362,711

26,867,457

241,804

-

45,798,440

118,270,412

Additions

1,389,739

1,114,052

-

918,578

-

3,422,369

Transfers (note 12)

-

-

-

-

867,517

867,517

Foreign exchange variance

-

-

(212)

-

-

(212)

 

 

 

 

 

 

 

At 31 December 2016

$46,752,450

$27,981,509

$241,592

$918,578

$46,665,957

$122,560,086

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

At 31 December 2014

$29,479,745

$4,975,559

$74,390

-

$16,145,560

$50,675,254

 

 

 

 

 

 

 

Charge

4,803,356

1,395,378

29,199

-

5,776,885

12,004,818

Impairment

11,487,855

10,212,595

-

-

14,407,087

36,107,537

Disposals

(4,173,339)

(1,766,763)

(4,330)

-

-

(5,944,432)

Foreign exchange variance

-

-

(1,510)

-

-

(1,510)

 

 

 

 

 

 

 

At 31 December 2015

41,597,617

14,816,769

97,749

-

36,329,532

92,841,667

Charge

4,119,481

1,467,217

77,467

138,695

2,147,851

7,950,711

Impairment

 

18,435

 

 

 

18,435

Transfers (note 12)

(954,882)

 

 

 

 

(954,882)

Foreign exchange variance

-

-

(30)

-

-

(30)

 

 

 

 

 

 

 

At 31 December 2016

$44,762,216

$16,302,421

$175,186

$138,695

$38,477,383

$99,855,901

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

At 31 December 2016

$1,990,234

$11,679,088

$66,406

$779,883

$8,188,574

$22,704,185

At 31 December 2015

 $3,765,094

$12,050,688

$144,055

-

$ 9,468,908

$ 25,428,745

At 31 December 2014

$15,094,740

$19,667,340

$124,284

-

$12,243,087

$ 47,129,451

 

Impairments during the 2015 financial year relate to 1) the decision taken to plug and abandon certain wells and 2) a reduction in the net present value of the producing assets of the Company due primarily to the decline in oil prices used to estimate the value of wells. Consequentially, certain impairments have been recognised, as disclosed in Note 9. The Company determines the recoverable amount for individual assets on a well-by-well basis. 

 

For the year ended 31 December 2016, depreciation charges of $4,083,814 and $193,531 relating to leasehold land and plant and equipment, respectively, have been capitalised within intangible assets additions. For the year ended 31 December 2015, depreciation charges of $5.3 million have been capitalised within intangible assets additions.

 

14. Investment in Jointly Controlled Operations

As at 31 December 2016, the Company was involved in a joint development agreement ("JDA") with an unrelated third party. The El Dorado Joint Development area covers 40,372 net mineral acres around the Company's existing acreage. As the owner of a 15% working interest, the Company has the right, but is not obligated, to participate in the drilling of any well in the Joint Development area.

As at 31 December 2015, the Company also was involved in a second JDA. The Monarch Joint Development area is operated by the Company, covers 23,619 net mineral acres southwest from the Arikaree Creek field and Snow King Project. To earn its 50% working interest in the underlying acreage, the Company bore 100% of the $3.4 million in costs to drill four wells prior to 31 December 2015, three of which were dry holes, and one of which was completed to produce a minimal amount of crude oil, rendering it uneconomic. All of the costs to drill the four wells were impaired at 31 December 2015. In addition, the Company was to bear 100% of the costs to drill two additional wells on or before 30 June 2016, with estimated dry hole costs of $0.60 million per well, and completed well costs of $0.6 million per well. During 2016, the Company renegotiated the JDA with its partner whereby Nighthawk would: 1) make a payment to JDA partner of US$500,000; 2) Nighthawk would complete an up-hole zone in the Monarch 10-15 well, at the Company's expense; 3)Nighthawk would assign an increased revenue share from the Monarch 10-15 well and a 2% net overriding revenue interest in the land section surrounding the Monarch 10-15 wellbore; and 4) in exchange for the above consideration, the Company received from the JDA partner, an assignment of their working interest in all remaining acreage in the JDA.

During 2015, a 3D seismic program over the entire area was completed, covering both the Monarch and El Dorado Joint Development acreage. By the terms of the JDA, the Company bore 100% of the $2.3 million cost of the seismic in exchange for a proportional percentage ownership in the data within the Monarch Joint Development area. This cost is included in Intangible Assets.

 

15. Inventory

 

 

2016

 

2015

Oil in tanks

$ 147,379

 

$ 172,071

Spares, consumables and equipment

638,525

 

744,968

 

$ 785,904

 

$ 917,039

 

Inventory includes oil held in tanks at year end in addition to casing, tubing and equipment to be used in existing and future wells. The inventories are held at the lower of cost or net realisable value.

 

16. Trade and Other Receivables

 

 

2016

 

2015

Trade receivables

$ 1,380,442

 

$ 1,122,195

Commodity derivative settlements from financial institutions

121,802

 

797,256

Other receivables

373,266

 

346,892

Prepayments

477,993

 

526,503

Income tax receivable

-

 

221,000

 

$ 2,353,503

 

$ 3,013,846

 

The Directors consider the carrying value of trade and other receivables to approximate to their fair value.

 

17. Derivative Financial Assets and Liabilities

 

 

2016

 

2015

Derivatives designated and effective as hedging instruments

 

 

 

--Oil price swaps and costless collars

$ 329,702

 

$ 4,327,794

Derivatives that are not designated in hedge accounting

 

 

 

-- Oil price swaps

(628,099) 

 

172,850

Total

$ (298,397)

 

$ 4,500,644

 

 

 

 

Current

$ (298,397)

 

$ 3,997,996

Non-current

 -

 

502,648

Total

$ (298,397)

 

$ 4,500,644

 

18. Trade and Other Payables

 

 

2016

 

2015

Trade payables

$ 942,225

 

$ 916,903

Royalty payables

742,736

 

62,130

Accrued expenses

3,489,939

 

4,080,401

 

$ 5,174,900

 

$ 5,059,434

 

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the carrying amounts of trade and other payables are approximate to their fair values.

 

19. Borrowings

 

The following table sets out the carrying values of the loans and borrowings:

 

Loan

A

B

C

D

E

F

Total

Date of issue

January 2012

June

2013

July

2013

September 2014

August 2015

July 2016

 

Effective interest rate

12%

12%

12%

5%

12%

15%

 

Borrowings at 31 December 2014

3,802,506

4,489,001

9,791,447

22,000,020

-

-

40,082,974

Foreign exchange variance

(227,411)

(264,450)

(16,350)

-

(359,303)

-

(867,514)

Issue of loans

-

-

-

-

6,310 ,229

-

6,310,229

Additional loan drawdown

-

-

-

7,000,000

-

-

7,000,000

Repayment of loan capital

-

-

-

(3,000,000)

-

-

(3,000,000)

Interest expense

723,393

506,934

1,584,916

1,508,528

340,862

-

4,664,633

Interest paid

-

(405,406)

(1,500,000)

(1,197,183)

-

-

(3,102,589)

Borrowings at 31 December 2015

$4,298,488

$4,326,079

$9,860,013

$26,311,365

$6,291,788

$ -

$51,087,733

Foreign exchange variance

(763,793)

(690,738)

(40,040)

-

(1,065,814)

(123,704)

(2,684,089)

Issue of loans

-

-

-

-

-

3,000,000

3,000,000

Royalty interest recognised separately

-

-

-

-

-

(602,425)

(602,425)

Repayment of loan capital

-

-

-

(4,000,000)

-

-

(4,000,000)

Loss on rearrangement of loan

-

-

-

709,720

-

-

709,720

Interest expense

761,215

454,200

1,604,210

1,390,993

785,755

277,241

5,273,614

Interest paid

-

(189,144)

(747,945)

(1,272,576)

-

(80,000)

(2,289,665)

Interest on deferral of interest payment

-

11,952

35,359

-

-

-

47,311

Borrowings at 31 December 2016

$4,295,910

$3,912,349

$10,711,597

$23,139,502

$6,011,729

$2,471,112

$50,542,199

 

Except for loan D, as at 31 December 2016, all loan maturities are greater than one year and the loans are classified as non-current in the Consolidated Balance Sheet.

 

At 31 December 2016, the loans and borrowings include $0.7 million of unamortised transaction costs held as a reduction in the carrying value of the loans and borrowings. At 31 December 2015, the loans and borrowings include $2.4 million of unamortised transaction costs held as a reduction in the carrying value of the loans and borrowings. This includes transaction costs on rescheduled loans that did not qualify as significant modifications, as well as transaction costs on significant modifications when such costs were considered wholly attributable to the new loans.

 

Summary of borrowing arrangements

 

A. The Company issued $15,604,889 (£10,000,000) nominal of unsecured convertible loan notes, zero coupon over a three-year term on 23 January 2012. The loan notes are convertible by holders at any time into such number of ordinary shares as is calculated by dividing the nominal value of notes to be converted by 2.5 pence per share at any time up to and including the redemption date. Additionally, 100,000,000 share warrants were issued to holders of these convertible loan notes. This debt was originally repayable on demand after three years (if not previously converted), hence its fair value on initial recognition was the US$ equivalent of £10m discounted originally from three years. In September 2014, the Company and the holders of the remaining carrying value of $8,160,214 (£5,019,724) nominal agreed to extend the redemption and final conversion date out to March 2019. As at 31 December 2016, the loan is convertible into 206,700,000 shares of the Company.

 

The 2014 extension was considered to represent a substantial modification of the convertible loan notes. The existing liability portion of the loan notes was derecognised and the equity option on the loan notes was transferred to retained earnings (deficit). The revised convertible loan notes was recognised with the liability component determined based on the future cash flows discounted at 12%, which was determined to be a market rate for equivalent debt without conversion options. The difference between the loan notes principal and the fair value of the liability component was recorded in the equity option on the convertible loan note reserve. The incremental fair value associated with extending the warrants was considered to represent a transaction cost for new convertible loan notes and the portion attributable to the liability was deducted from the liability account and amortised over the remaining term through the effective interest rate. The incremental fair value of the warrant was determined using a Black-Scholes model.

 

B. The Company issued $5.8 million (£3.8 million) nominal of unsecured convertible loan notes at 9% p.a. interest originally over a two year term on 3 June 2013.

 

The loan notes are convertible into ordinary shares at 5.5 pence per share originally at any time up to and including the second anniversary of issue. In September 2014, the Company and the holders of the remaining unconverted carrying value of $5,008,290 million (£3,080,830) nominal agreed to extend the redemption and final conversion date out to March 2019. At 31 December 2016, the loan is convertible into 57,000,000 shares of the Company. As part of the negotiations for the extension of Note D in June 2016, the loan note holders agreed to defer interest payments until July 2017. The deferred interest amount will accrue interest at 15%. At the end of the deferral period, the loan note holders may, at their option, convert the deferred interest amount into shares of the Company at 1.0 pence, or received the deferred interest plus accrued interest in cash. The fair value of the conversion right was assessed and determined to be immaterial.

 

The extension was considered to represent a substantial modification of the convertible loan note and was accounted for in line with Loan A above, excluding the warrant extension which was not applicable to this loan note.

 

C. Shareholder loan issued July 2013 for $12,000,000 (£7,728,799) at 9% p.a. interest, with 30,000,000 embedded detachable warrants (included within the loan agreement in lieu of arrangement fees).

 

The terms of the loan were subsequently varied as follows:

 

i) In November 2013, the terms of the loan were varied such that the remaining balance of $9 million would be repaid in three repayments of $3 million on or before 30 April 2014, 31 July 2014 and 31 October 2014.

 

Additionally, in consideration for the revised repayment profile, the lender was granted a royalty payment equal to 1% of the Company's net revenue interest in six new well bores being or to be drilled commencing with the Big Sky 12-11 well, which survives until the Company is sold or the Company sells the wells subject to the royalty payment.

 

ii) In April and May 2014, the terms of the loan were further varied such that an additional amount totalling $4.5 million was made available and drawn with the entire loan to be repaid in three instalments by 31 January 2015. The coupon was increased from 9% to 15% p.a.

 

iii) In September 2014, $3,500,000 of the loan principal was repaid. The balance of $9,967,124 carrying value principal was extended at 15% p.a. interest with a bullet repayment in March 2019, which can be repaid earlier at the Company's sole election without penalty. The warrants attached to the loan were also extended to March 2019.

 

The extension and modification of the coupon in April and May 2014 was considered to represent a substantial modification and the loan was derecognised and unamortised transaction costs expensed. The subsequent extension was not considered to represent a significant modification. The incremental fair value associated with extending the warrants was considered to represent a transaction cost and is amortised over the remaining term through the effective interest rate. The incremental fair value of the warrant was determined using the Black-Scholes model.

 

As part of the negotiations for the extension of Note D in June 2016, the loan note holders agreed to defer interest payments until July 2017. The deferred interest amount will accrue interest at 15%. At the end of the deferral period, the loan note holders may, at their option, convert the deferred interest amount into shares of the Company at 1.0 pence, or received the deferred interest plus accrued interest in cash. The fair value of the conversion right was assessed and determined to be immaterial.

 

D. On 26 September 2014, the Company entered into a $100 million senior secured credit facility ("Facility') with Commonwealth Bank of Australia ("Bank"). The Facility contained both a four year Revolving Credit Facility and a Letter of Credit Facility. Interest was historically charged on monies drawn down at a margin of up to 4.0% over US Libor and a margin of 0.5% is charged on undrawn amounts within the borrowing base. The amounts available to be drawn under the borrowing base at 31 December 2016 was $23 million as compared to $27.0 million at 31 December 2015. Transaction costs of $1.1 million were deducted from the carrying value of the loan at the origination date and were amortised through the effective interest rate. As of 31 December 2015, the Company was not in compliance with certain of the loans covenants and provisions. The Company obtained covenant waivers through 10 June 2016. Effective 30 June 2016, the Company reached an agreement with CBA which, among other items, set the maturity date as 30 June 2017 and changed the interest rate to 6.0% over US Libor. As part of this modification, unamortized debt costs of $0.7 million were written off. Due to the maturity date, the Facility has been recorded as a currently liability on the accompanying financial statements. Management believes that a mutually beneficial agreement can be reached with CBA prior to the maturity date.

 

E. On 14 August 2015, the Company issued $10,000,000 (£6,400,000) nominal of unsecured convertible loan notes carrying zero coupon over a period up to March 2019. The loan notes are convertible by holders at any time into such number of ordinary shares as is calculated by dividing the nominal value of notes to be converted by 3 pence at any time up to and including the redemption date. The liability was recorded at fair value, based on the present value of the debt cash flows discounted at 12% with the residual of the proceeds recorded in equity. As a result, $3,399,771 of the fair value was assigned to the equity component of this loan. Gross proceeds were reduced by $290,000 of transaction costs which are shown net in the issue of loans amount. As at 31 December 2016 (and 31 December 2015), the loan is convertible into 213,333,333 shares of the Company.

 

F. On 28 July 2016, the Company issued a $3.0 million secured loan note at 15% p.a. interest and matures 30 April 2019. The loan note included a royalty payment equalling to 1% of the Company's net revenue interest in two specific well bores for the life of the wells. The royalty payment is recorded at fair value through profit and loss and its fair value is principally a function of future production estimates, oil price estimates, operating cost estimates, discount rates and decline rates. The fair value as at 31 December 2016 is $654,413.

 

 

Not included in the above table was a loan issued January 2014 at 9% p.a. interest with a royalty payment equalling to 3% of the Company's net revenue interest in two specific well bores for the life of the wells. The loan was repaid in full in September 2014. The royalty payment is recorded at fair value through profit and loss and its fair value is principally a function of future production estimates, oil price estimates, operating cost estimates, discount rates and decline rates. The fair value as at 31 December 2016 is $88,323. At 31 December 2015, the fair value was $62,130.

 

Notes A, B, C, E and F include holdings by related parties. See Note 33 for details.

 

20. Share Capital and Premium

 

Presented below are the transactions which occurred during the year relating to the Company's ordinary shares of 0.25 pence per share. Shares are allotted, issued and fully paid.

 

Year ended December 2016

 

# of Shares

 

Share Capital and Premium

 

 

 

 

 

At beginning of the year

 

964,076,330

 

$ 5,410,439

At end of the year

 

964,076,330

 

$ 5,410,439

 

Year ended December 2015

 

# of Shares

 

 

 

 

 

 

 

At beginning of the year

 

962,376,330

 

$ 5,280,302

Shares issued for exercise of share options at 5 p per share

1,700,000

 

130,137

At end of the year

 

964,076,330

 

$ 5,410,439

 

 

 

 

21. Foreign exchange translation reserve

 

Foreign exchange translation reserve represents the exchange differences arising from the translation of the financial statements of the Parent Company into the Company's reporting currency and the translation at the closing rate of the net investment in the subsidiaries.

 

 

22. Special (restricted) reserve

 

Special (restricted) reserve represents the restricted-use reserves created as a result of the capital reduction exercise in November 2013. The Special (restricted) reserve is not distributable and shall remain un-distributable as long as all debts or claims against the Company that were in existence as at 20 November 2013 remain outstanding.

 

 

23. Share-based payment reserve

 

The Company operates a share option scheme to which Directors, senior management and employees of the Company participate. Options are exercisable at a price equal to the average market price of the Company's shares on the date of grant or higher at the discretion of the Remuneration Committee. The vesting period is three years or shorter at the discretion of the Remuneration Committee and may be subject to performance conditions. The options are settled in equity once exercised.

 

The Company has also issued share warrants in prior financial years which were exercisable immediately upon issuance.

 

Details of the number of share options and warrants and the weighted average exercise price (WAEP) outstanding during the year are as follows:

 

 

 

Number of

Exercise price range

 

Number of

 

WAEP

options

£

warrants

£

Outstanding at the beginning of the year

45,350,000

0.025-0.1275

130,000,000

0.054938

Exercised

-

-

-

-

Expired

(6,600,000)

0.0624-0.12

130,000,000

0.054938

Outstanding at the year end

38,750,000

0.025-0.1275

130,000,000

0.054938

Number vested and exercisable at end of year

36,050,000

0.025-0.1275

130,000,000

0.054938

 

 

 

 

 

2015

 

 

 

Number of

Exercise price range

 

Number of

 

WAEP

options

£

warrants

£

Outstanding at the beginning of the year

52,350,000

0.025-0.1275

130,000,000

0.054938

Exercised

(1,700,000)

0.0500

-

-

Expired

(5,300,000)

0.0624-0.1200

-

-

Outstanding at the year end

45,350,000

0.025-0.1275

130,000,000

0.054938

Number vested and exercisable at end of year

42,650,000

0.025-0.1200

130,000,000

0.054938

 

As at 31 December 2016, the number of share options and their expiration by year are as follows:

 

 

 

2017

8,750,000

2021

2,500,000

2022

27,500,000

Total

38,750,000

 

 

24. Equity option on convertible loans

 

Equity option on convertible loans represents the equity component of convertible loan notes issued discussed in Note 19.

 

25. Cash flow hedging reserve

 

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into that, for accounting purposes, qualify as cash flow hedges. At the time in which the gains or losses are recorded, the associated deferred tax is also recorded. As the cash flow hedge volume is realized, the cumulative gain or loss arising on changes in fair value of the hedging instruments related to the associated volumes are reclassified to profit or loss.

 

 

2016

2015

Balance at beginning of year

$ 2,787,038

$ 3,773,830

Gain arising on changes in fair value of hedging instruments entered into for cash flow hedges:

 

 

 Unrealised (loss) gain on oil hedging instruments

(311,695)

6,304,905

 Deferred tax on unrealised gain on oil hedging instruments

110,968

(2,244,635)

Gains reclassified to profit and loss:

 

 

 Realised gain on oil hedging instruments reclassified to profit and loss

 

(3,686,396)

(7,837,223)

Deferred tax on realised gain on oil hedging instruments reclassified to profit and loss

1,312,409

2,790,161

Balance at end of year

$ 212,324

$ 2,787,038

 

26. Cash Flow from Operating Activities

 

 

2016

2015

Loss before tax

 $ (12,798,159)

$ (70,181,468)

Finance income

 (582)

 (173,641)

Finance costs

 8,172,019

 5,078,442

Share-based payment

 47,455

 251,666

Release of contingent consideration provision

 (333,500)

 (2,666,500)

Gain on disposal of property, plant and equipment

 (5,500)

 (7,940)

Fair value loss on royalty liability

 -

 2,371

Loss on derivative financial instruments

 744,424

 -

Impairment of intangible assets net of provision released for asset retirement costs

7,112,106

 38,526,511

Impairment of property, plant and equipment

 18,435

 36,617,592

Depreciation

 3,673,404

 6,711,917

Amortisation and contribution from test revenue

 4,372

 573,221

Other

 (13)

 

 

6,634,461

 14,732,171

Changes in working capital

 

 

Decrease in inventory

 131,138

 134,153

Decrease in trade and other receivables

 442,751

 1,008,766

(Decrease) increase in trade and other payables

 (387,206)

 788,370

 

 6,821,144

 16,663,460

Taxes paid

 -

 -

Net cash flow from operating activities

$ 6,821,144

$ 16,663,460

 

27. Financial Instruments

 

Categories of financial instruments

The tables below set out the Company's accounting classification of each class of its financial assets and liabilities.

 

 

2016

2015

Financial assets

 

 

Cash and cash equivalents

$ 5,569,041

$ 5,969,485

Derivatives not qualifying for hedge accounting carried at fair value through profit and loss

-

172,850

Hedging instruments carried at fair value

329,702

4,327,794

Trade and other receivables (excluding prepayments)

1,875,510

2,487,343

Total

$ 7,774,253

$ 12,957,472

Financial liabilities

 

 

Future loan royalty payments held at fair value through profit and loss

$ 742,736

$ 62,130

Derivatives not qualifying for hedge accounting carried at fair value through profit and loss

628,099

-

Financial liabilities held at amortised cost

55,763,518

58,085,037

Contingent consideration

-

333,500

Total

$ 57,134,353

$ 58,480,667

 

Fair value measurements

 

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

 

Fair value of the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:

 

Some of the Company's financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of the material financial assets are determined.

 

 

 

 

 

 

Financial assets / financial liabilities

 

 

 

 

Fair value at 31 December

2016 2015

 

 

 

Fair value hierarchy

 

 

 

Valuation technique and key input

 

 

Significant unobservable input(s)

Relationship of unobservable inputs to fair value

 

 

 

 

 

 

 

Oil price swaps (designated for hedging)

 $ 329,702

 $ 4,327,794

Level 2

Discounted cash flow

N/A

 N/A

Oil price swaps and collars (not designated for hedging)

 $ (628,099)

$ 172,820

Level 2

Discounted cash flow

N/A

 N/A

Future loan royalty payments held at fair value

 $ (742,736)

 $ (62,130)

Level 3

Discounted cash flow

(a)

(a)

 

(a) Future loan royalty payments are based upon future revenue from production which is unobservable as of the date of these financial statements. A 10% change in forecasted oil production would have a $60,000 impact of the fair value.

 

Credit risk was not significant to derivative fair values.

 

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis

 

The Directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values (due to their nature and short times to maturity).

 

28. Financial Instrument, Financial and Capital Risks Management

 

The Company is exposed to various financial risks that arise during the normal course of business. It has adopted financial risk management policies and utilised a variety of techniques to manage its exposure to these risks:

 

 

 

(a) Credit risk

The Company's credit risk is primarily attributable to its cash balances and trade receivables, together with oil swap derivative counterparties. Although the Company markets its crude oil to one counterparty, the Company has not historically experienced any bad debts or delays in payment with respect to its trade receivables.

 

Trade and other receivables

The Company's total credit risk amounts to the total of the sum of the receivables and derivative assets.

 

Cash and cash equivalents

Cash at bank is held with creditworthy financial institutions which are licensed banks in the countries that the Company operates.

 

(b) Liquidity risk

In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors its levels of working capital to ensure that it can meet its liabilities as they fall due. The Company ensures it has appropriate levels of working capital through operational cash flows, debt facilities and, as applicable, accessing equity markets, to meet its obligations as they fall due.

 

The table below shows the undiscounted cash flows on the Company's financial liabilities as at 31 December 2016 and 31 December 2015 on the basis of their earliest possible contractual maturity.

 

 

Total

0-60 Days

61-180 Days

181 -365 days

1-2 years

2-5 years

At 31 December 2016

 

 

 

 

 

 

Trade payables

 $942,225

$942,225

$-

$-

$-

$-

Royalty payables

993,495

10,125

24,260

99,862

251,370

607,878

Accruals

3,489,939

-

3,489,939

-

-

-

Shareholder loan issued with warrants

14,352,055

-

-

2,256,164

1,500,000

10,595,890

Convertible loan notes - Jan 12

6,372,613

-

-

-

-

6,372,613

Convertible loan notes - Jun 13

4,907,104

-

-

612,011

348,903

3,946,190

Convertible loan notes - Aug 15

7,892,544

-

-

-

-

7,892,544

Bank loan

23,139,502

139,502

23,000,000

-

-

-

Shareholder loan issued with royalty

4,172,500

115,000

226,250

230,000

451,250

3,150,000

Finance lease payables

848,700

116,600

233,200

328,900

170,000

-

 

$67,110,677

$24,323,452

$3,973,649

$3,526,937

$2,721,523

$32,565,115

 

 

 

 

 

 

 

 

 

Total

0-60 Days

61-180 Days

181 -365 Days

1-2 years

2-5 years

At 31 December 2015

 

 

 

 

 

 

Trade payables

$ 916,903

$ 916,903

$ -

$ -

$ -

$ -

Royalty payables

62,130

3,175

6,350

9,525

16,105

26,975

Accruals

4,080,401

-

4,080,401

-

-

-

Shareholder loan issued with warrants

15,100,000

378,082

369,863

756,164

1,500,000

12,095,891

Convertible loan notes - Jan 12

7,628,971

-

-

-

-

7,628,971

Convertible loan notes - Jun 13

5,977,249

-

207,704

209,986

417,690

5,141,869

Convertible loan notes - Aug 15

9,448,557

-

-

-

-

9,448,557

Bank loan

27,022,329

-

-

27,022,329

-

-

Contingent Consideration

333,500

-

-

 

333,500

-

 

$70,570,040

$28,320,489

$4,664,318

$975,675

$2,267,295

$34,342,263

 

 

(c) Market Risk

 

Interest rate risk and sensitivity analysis

The Company has borrowings at fixed and variable rates. At the balance sheet date, the Company's exposure to variable interest rates was not considered a material risk and no interest rate hedge contracts had been entered into. The interest rate risk on both interest received and paid is immaterial.

 

 

Oil price risk

The Company enters into certain crude oil price swap contracts, costless collars and derivative financial instruments referenced to WTI-NYMEX over a proportion of its oil sales volume in order to manage its exposure to oil price risk associated with sales of oil.

 

 

As at 31 December 2016, the Company held the following contracts:

 

Product and type of hedging contract

Remaining quantity (Bbls)

Fixed price WTI NYMEX Index

 

Remaining term

Estimated fair value

 

 

 

 

 

Swaps:

 

 

 

 

A-Oil

17,350

$75.30

Jan 17 - Nov 17

$ 329,702

B-Oil

48,000

$52.45

Jan 17- June 17

(154,851)

 

 

 

 

 

Costless collars:

 

 

 

 

C-Oil

96,000

$47.00-$52.75

Jan 17- Dec 17

(473,248)

 

161,350

 

 

$( 298,397)

 

 

 

 

 

Current

161,350

 

 

$(298,397)

Non-current

-

 

 

-

 

The swap contract A outstanding at 31 December 2016 was designated as cash flow hedges of highly probable forecast transactions at inception and were assessed to be highly effective. Based upon hedge effectiveness testing, the cash flow hedges were deemed highly effective at year end, with a fair value movement of $0.3 million charged directly in the cash flow hedging reserves. None of these hedges were ineffective. Swap contract B and costless collar C were not designated as a cash flow hedge.

 

During the year 2016, cash flow hedge swap contracts for 138,314 barrels matured (2015: 373,464 barrels) generating income of $3.7 million compared to $7.8 million for 2015. This income is an addition to sales revenue.

 

The following table indicates the impact, for a change in crude oil prices, on the value of the Company's swap contracts and costless collars at the balance sheet date, and with all other variables being held constant.

 

 

Change in WTI Crude Oil Price

December 2016

 

 

 

WTI Oil Price

+10.0%

$(837,132)

 

-10.0%

$ 781,873

 

 

 

 

 

 

 

Change in WTI Crude Oil Price

December 2015

 

 

 

WTI Oil Price

+10.0%

$(876,649)

 

-10.0%

$ 882,472

 

Refer to the Consolidated Statement of Comprehensive Income and Expenditure and Notes 2, 17 and 25 for further relevant information.

 

Foreign exchange risk

The Company's principal exposure to foreign exchange risk is in relation to the United States Dollar and Sterling exchange rates, due to the concentration of cash and cash equivalents and convertible loan notes that are held in Sterling.

 

The following table presents the financial assets and liabilities of the Company.

 

 

The amounts which are held in Pound Sterling have been converted to US$.

 

2016

Carrying values

Sterling

US Dollars

Financial assets

 

 

 

Cash and cash equivalents

$ 5,569,041

$ 121,198

$ 5,447,843

Derivatives designated and effective as hedging instruments carried at fair value

329,702

-

329,702

Trade and other receivables (excluding prepayments)

1,875,510

21,371

1,854,139

 

$ 7,774,253

$ 142,569

$ 7,631,684

Financial liabilities

 

 

 

Fair value of future loan royalty payments

$ 742,736

-

$ 742,736

Derivatives not qualifying for hedge accounting

628,099

-

628,099

Amortised cost

55,763,518

14,564,993

41,198,525

 

$57,134,353

$14,564,993

$42,569,360

 

2015

Carrying values

Sterling

US Dollars

Financial assets

 

 

 

Cash and cash equivalents

$ 5,969,485

$ 310,072

$ 5,659,413

Derivatives designated and effective as hedging instruments carried at fair value

4,327,794

-

4,327,794

Derivatives not qualifying for hedge accounting

172,850

-

172,850

Trade and other receivables (excluding prepayments)

2,487,343

6,848

2,480,495

 

$ 12,957,472

$ 316,920

$ 12,640,552

Financial liabilities

 

 

 

Fair value of future loan royalty payments

$ 62,130

$ 62,130

$ -

Amortised cost

56,085,037

25,063,080

31,021,957

Contingent consideration

333,500

-

333,500

 

$56,480,667

$25,125,210

$ 31,355,457

 

The foreign exchange rate risk on the value of the cash and cash equivalents at the balance sheet date is immaterial.

 

The following table indicates the impact of a change in foreign exchange rate on the value of the Sterling denominated loan notes at the balance sheet date, and with all other variables being held constant, on the Company's equity.

 

 

Change in US$/GBPexchange rate

December 2016

Change inUS$/GBPexchange rate

December 2015

 

 

 

 

 

Sterling

+5.0%

$(710,440)

+5.0%

$(745,571)

 

-5.0%

$ 710,440

-5.0%

$ 745,571

 

Capital Management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, to provide returns for shareholders and to maintain an optimal capital structure to manage the cost of capital effectively. The Company defines capital as being share capital plus reserves as disclosed in the Consolidated Statement of Changes in Equity, and monitors its capital profile using a net debt to equity ratio. The Board of Directors monitor the level of capital as compared to the Company's commitments and, where necessary, adjusts the level of capital as is determined to be necessary by issuing new shares.

 

The Company is not subject to any externally imposed capital requirements.

 

 

2016

2015

Debt:

 

 

Straight

$ 36,322,212

$ 36,171,378

Convertible

14,219,988

14,916,355

 

50,542,200

51,087,733

Cash

(5,569,041)

(5,969,485)

Net debt

$ 44,973,159

$ 45,118,248

 

 

 

Equity

$ (19,927,269)

$ (7,620,194)

 

 

 

Debt to equity ratio

n/a

n/a

 

29. Financial Commitments

 

The Company had no financial commitments at 31 December 2016 (31 December 2015: $nil) .

 

30. Provisions and contingent consideration

 

The Company has recorded the following provisions for future obligations.

 

 

2016

2015

Contingent consideration

 

 

At 1 January 2016

$333,500

$3,000,000

Release of contingent consideration provision

(333,500)

(2,666,500)

At 31 December 2016

-

333,500

 

 

 

Asset retirement obligations

 

 

At 1 January 2016

2,861,032

2,071,927

Recognition of obligations

-

765,734

Accretion expense

22,779

23,371

Provision released to match costs incurred

(74,000)

-

At 31 December 2016

2,809,811

2,861,032

Total

$ 2,809,811

$ 3,194,532

 

The contingent consideration relates to the acquisition on 23 January 2012 of an additional 25% interest in the Jolly Ranch Project from Running Foxes Petroleum, Inc. ("RFP") (the "Acquisition"), which increased the Company's working interest from 50% to 75%, prior to the subsequent purchase of the remaining 25% in 2013. The provision which gave rise to the contingent consideration has expired in January 2017 and therefore the value was reduced to nil as at 31 December 2016.

 

The asset retirement obligation provision represents costs estimated to be incurred for plugging, abandoning and reclaiming existing wells sites. The obligation has been recognised and included within the exploration costs intangible assets and production assets based on management's assessment of asset retirement costs that will be incurred at the end of each project's life. The project lives are estimated to range from 1 to 7 years.

 

31. Operating Lease Arrangements

 

During the year to 31 December 2016, the Company incurred $38,000 for two new operating lease arrangements which expired during the year. These operating leases related to the Pilot Project equipment.

 

During the year to 31 December 2015, the Company incurred $461,328 in relation to operating leases which expired during that year. These operating leases primarily related to drilling rig commitments.

 

32. Finance Lease Arrangements

 

The Company leased certain of its water flood Pilot Project equipment under finance leases. The lease terms vary between 18 months to 5 years as at 31 December 2016 (2015: N/A).

 

The Company's obligations under finance leases are secured by the lessors' title to the leased assets.

 

Finance lease liabilities minimum lease payments:

 

 

2016

 

2015

 

 

 

 

 

Not later than one year

 

$ 678,700

 

-

Later than one year and not later than five years

 

170,000

 

-

 

 

848,700

 

 

Less: future finance charges

 

(59,545)

 

-

 

 

 

 

 

Present value of minimum lease payments

 

$ 789,155

 

-

 

Finance lease liabilities are included in liabilities:

 

 

2016

 

2015

 

 

 

 

 

Current

 

622,563

 

-

Non-current

 

166,592

 

-

 

 

 

 

 

 

 

$ 789,155

 

-

 

 

33. Related Party Transactions

 

The only related party transactions during the year were with the Directors and certain senior management. Key management during the years presented refers to the Board, Mr. K. Hooley and Mr. M. Thomsen.

 

 

Short-term benefits

 

 

2016

2015

Remuneration:

 

 

Mr R. McCullough

$ 265,005

$ 320,572

Mr J. Claesson

40,333

45,763

Mr R. Swindells*

-

372,873

Mr K. Hooley

233,369

32,813

Mr M. Thomsen*

-

672,698

Mr S. Eaton

48,496

48,814

Mr C. Wilson

377,440

369,600

 

964,643

1,863,133

Social security costs

27,429

90,774

Share-based payments

47,455

153,213

Pension contributions

30,424

102,056

 

$ 1,069,951

$ 2,209,716

    

*Includes severance payments upon termination of employment.

 

As discussed in Note 19, loans A, B, C, E and F are loans and convertible loans in which Johan Claesson, his close family or companies controlled by him have a material interest.

 

In the financial years ended 31 December 2016 and 2015, such material interests were, in aggregate, as follows:

 

 

2016

2015

Brought forward balance

$ 25,581,670

$ 19,455,216

New principal lent in year

1,650,000

7,180,000

Foreign exchange movement

(2,483,556)

(890,985)

Production profit share and royalty stream charged in year

221,744

355,713

Production profit share and royalty stream paid in year

(94,902)

(518,274)

Interest charged in year

1,809,438

1,729,410

Interest paid in year

(851,960)

(1,729,410)

Balance owing at end of year (principal and interest)

$ 25,832,434

$ 25,581,670

 

During the year, Johan Claesson, family members and entities controlled by Mr. Claesson subscribed for $1.65 million (£1.23 million) of loan notes.

 

During 2015, Johan Claesson, family members and entities controlled by Mr. Claesson subscribed for $7.18 million (£4,595,200) of zero coupon convertible loan notes.

 

In addition to the loans noted above, Mr. Claesson and a company controlled by Johan Claesson also hold a total of 65,000,000 warrants to subscribe for new ordinary shares at 5.0 pence per share that were issued with the zero coupon convertible loan note in January 2012. In the financial year ended 31 December 2013, in connection with the $12.0 million debt facility summarised in Note 19, a company controlled by Johan Claesson was granted 30,000,000 warrants to subscribe for new ordinary shares at 7.25 pence per share.

 

All related party loan transactions are presented on a contractual basis, rather than an effective interest recognition basis.

 

34. Investment in Subsidiaries

 

The Company's Parent Company holds the issued share capital of the following subsidiary undertakings, which are incorporated in the USA and have been included in these consolidated financial statements.

 

Company

Address

Principal activities

Class

Percentage held

 

 

 

 

 

Nighthawk Royalties LLC

1805 Shea Ct Dr #290

Highlands Ranch CO

80129

 

Oil and gas development

Ordinary

100%

Nighthawk Production LLC

1805 Shea Ct Dr #290

Highlands Ranch CO

80129

 

Oil and gas development

Ordinary

(indirectly) 100%

OilQuest USA LLC

1805 Shea Ct Dr #290

Highlands Ranch CO

80129

Oil and gas development

Ordinary

(indirectly) 100%

 

35. Contingent Liabilities

 

The Directors are aware of one, remote contingent liability within the Group or the Company at 31 December 2016, which expired January 2017.

 

36. Ultimate Controlling Party

 

As at 31 December 2016, Nighthawk Energy plc had no ultimate controlling party.

 

37. Events After the Balance Sheet Date

 

On 5 April, 2017, the shareholders of the Company approved a Waiver to Rule 9 of the Code, giving the Company the authority to issues shares to certain noteholders in the event the conversion feature on the deferred portion of interest payments is exercised. Refer to Note 19 for additional discussion.

38. Litigation

 

As of the date of issuance of this report, there is no material litigation in which the Company is involved.

The Group previously announced on 20 September 2016, that the Group reached a global settlement of all litigation and claims arising out of agreements with Running Foxes Petroleum, Inc. (RFP) and related issues with RFP's joint-venture partner, American Patriot Oil and Gas Inc. (APO). Under the terms of the settlement, Nighthawk, RFP and APO were released from all past, current, and future claims related to all current, pending and potential future issues between the parties within the Arikaree Creek Field. The parties agreed to dismiss all current and pending federal and state litigation and administrative regulatory matters, between them related thereto.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SELFLMFWSEII
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