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Final Results

2 Jun 2016 07:00

RNS Number : 9239Z
Nighthawk Energy plc
02 June 2016
 

2 June 2016

 

 NIGHTHAWK ENERGY PLC

("Nighthawk" or "the Company")

 

Final Results for the year ended 31 December 2015

 

Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces its final results for the year ended 31 December 2015.

 

Operational Highlights

 

· Sales volumes

o Gross oil sales for 2015 of 653,431 bbls; 536,972 bbls net to Nighthawk's net revenue interest1 (2014: 703,414 gross bbls, 575,275 net bbls)

o Gross daily oil sales for 2015 averaged 1,791 bbls/day; 1,471 bbls day net (2014: 1,927 gross bbls, 1,576 net bbls)

 

· Conditional approval for new water flood project in existing production areas

 

 

Financial Highlights

 

· Group revenues decreased 38% to US$29.6 million in 2015 from US$47.5 million in 2014, mainly due to the 50.7% decrease in the per barrel price received during 2015, partially mitigated by the effect of US$7.8 million of gains resulting from oil price swaps settled during the year

 

· Normalised EBITDA2 for 2015 of US$14.5 million or US$ 22.17 per gross barrel sold as compared to US$27.6 million or US$39.20 per gross barrel sold for 2014

 

· Cost reduction program successfully implemented

 

· Non-cash impairment (exceptional administrative expenses) of $75.1 million, principally attributable to: $38.5 million of exploration costs included in intangible assets, and $36.1 million to property, plant and equipment, resulting in net loss after tax of US$ 70.3 million (2014: net loss US$ 3.9m)

 

· Waivers of debt non-compliance obtained until 10 June 2016. Negotiations with bankers ongoing regarding renegotiation of bank facilities

 

 

The audited report and accounts for the year ended 31 December 2015, approved on 1 June 2016, will be available on the Company's website at www.nighthawkenergy.com later today and will shortly be posted to Shareholders, as applicable, together with the notice of Annual General Meeting, to be held on 30 June 2016, and Form of Proxy.

 

The financial information in this announcement does not constitute the Company's complete statutory financial statements for the year ended 31 December 2015 or 2014 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 cash flow forecasts indicate that its ability to meet its liabilities as they fall due for next 12 months is dependent upon successfully renegotiating the Commonwealth Bank of Australia ("CBA") existing loan facility on terms acceptable to the Company or securing alternative funding. Whilst the Directors are confident that the loan facility can be renegotiated or alternative funding secured, the outcomes of these negotiations are unknown. These conditions indicate the existence of a material uncertainty which may cast significant doubt as to the group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group 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, together with 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

 

 

 

Chairman's Statement

(all amounts in US$)

 

As I write this letter to shareholders, WTI oil prices are near $48 per barrel, the highest levels in almost a year. When prices first collapsed in late 2014, we expected prices to remain low for 6-12 months. Now, 18 months into the down cycle, it is clear that countries like Saudi Arabia, Iran and Russia have been making decisions based on factors other than just economics. However, the cuts in supply in the US and Canada, along with temporary disruptions in some countries, have now brought supply and demand more in balance and for the first time in months, there is more of a neutral, slightly bullish sentiment developing in the market.

 

Fortunately, we had begun the year with significant hedges in place, at prices that ranged from $49-$75 per barrel. These hedges helped mitigate the effect of the decline in oil prices during the year. Our hedging program contributed $7.8 million to revenue during 2015. In addition, our actual production was higher than originally projected due to cost effective workovers and production enhancement projects we pursued, which altered the decline behaviour of the producing wells. We also continued to focus on cost reductions throughout our organization. During the year, we have reduced our oil transportation from approximately $11 per barrel to less than $5 per barrel today. We also consolidated our financial functions in the US, substantially reducing our UK costs, we reduced head count in our Denver staff, we cut salaries for the entire Denver team and we made across the board cuts in spending resulting in an expected reduction of approximately $1.8 million in recurring annual administrative costs going into 2016.

 

As we entered 2015, we established a conservative capital budget, with drilling limited to our newly created Monarch Joint Development Area ("JDA") and workover and up-hole production enhancement projects. As prices remained low other than a short period in April and May, we deferred our drilling, raised $10 million from shareholders and reduced both our trade payable and commercial debt balances with a reduction of $4 million in early January 2016.

 

In our 2015 capital budget, Nighthawk had planned to drill six wells in areas that indicated structural fields. Unfortunately, the five wells we drilled in late 2015, four in the Monarch JDA and one in Arikaree Creek area, resulted in little success. We tested potential in other zones, primarily the Pennsylvanian, which included the Atoka zone. Based on the drilling and tests results, and taking into account the current oil price environment, only two of the wells were completed. In these two wells, we believe there exists untested, up-hole potential based upon hydrocarbon shows during drilling.

 

Although the drilling results were disappointing, the results in the Monarch JDA have not totally condemned this acreage. However, with oil prices projected to stay low through 2016, we have decreased our capital budget and do not plan any drilling beyond our existing two commitment wells.

 

On a positive note, the Nighthawk team recognized the potential of an enhanced oil recovery (water flood) project in our existing Arikaree Creek field. In October 2015, we submitted the application for the project and through the end of the year, worked with the Colorado Oil and Gas Conservation Commission's (COGCC) regulatory staff. In March 2016, we received conditional approval to proceed with the project. Preliminary estimates of the potential upside indicates that a 20%-25% additional recovery of the original oil in place could be achieved. In April 2016, we introduced a pilot program for the water flood project, covering the southern portion of the Arikaree Creek structure. For the pilot program, it is estimated that the recovery could result in an additional 1-2 million barrels of total oil being produced. We believe we have met all the requirements of the conditional approval from the COGCC, and we anticipate the pilot program to be operational in the fourth quarter of 2016.

 

The water flood project is the kind of project oil and gas companies want to implement in a recovering oil market. As we have disclosed previously, production is expected to substantially increase and to remain higher than otherwise possible for most of the life of the project. One of the key drivers of this project is that it requires minimal capital to implement which based upon current estimates is expected to be less than $3 million.

 

In a related matter, we have been negotiating with our banking partner on an extension of terms. They have been supportive of the water flood project and see the upside that it can provide. The Company believes that with obtaining the approval by 80% of the non-cost bearing owners, the likelihood of this project being ultimately approved in early June 2016 is substantially enhanced. We are working with the bank on new terms that will allow this project to move forward and we hope to have those new terms in place around the time the project is approved.

 

I would like to thank the shareholders, the Board and the entire staff for their support through what has been a very tough year for Nighthawk. As I said above, for the first time in months, we see some reason for optimism in oil pricing. While, we do not expect prices to reach $70 in the next 18 months, we do believe they could trade more often in the $45-$60 range. When you consider our relatively low operating cost structure, our operating margins almost double at $60 WTI pricing as compared to the pricing we experienced in 2015.

 

As we continue to work through arrangements with the bank, implement the water flood pilot project and hopefully enjoy better pricing in the next year, our future results should improve substantially. We exit the year with a good bit of cautious optimism.

 

 

Rick McCullough

Executive Chairman

 

 

 

Chief Financial Officer's Statement

(all amounts are shown in US$)

 

Financial highlights

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

 

Fiscal 2015 was a challenging year for the Group and the oil and gas industry as a whole. Oil prices declined significantly during the year which resulted in decreased revenues, increased impairments of assets and a net loss for the year ended 31 December 2015. Following is a summary of the key results for the year.

 

Financial Results

 

Loss for the year

The Group reported a net loss of $70.3 million for the year ended 31 December 2015 as compared to a net loss of $3.9 million for the year ended 31 December 2014. The increase to the net loss was due primarily to reduced sales revenues resulting from the significant decrease in oil prices during the year as well as an increase to non-cash impairments of $75.1 million for the year ended 31 December 2015. Non-cash impairments were $20.3 million for the year ended 31 December 2014. A portion of the non-cash impairments resulted from the Group having 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 has been taken representing impairment of certain production wells which arises due to the reduction in the spot and forward oil price assumptions used in estimating the future discounted cash flows for each well. The Group also assessed the recoverability of its undeveloped 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 significant reduction in oil prices and no current plans to pursue an aggressive drilling program, an additional $40.5 million was written off or impaired relating to the undeveloped assets as at 31 December 2015. 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.

 

Of the total impairment 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 reminder of $0.5 million was attributable to costs incurred on wells previously fully impaired.

 

Normalised EBITDA

Normalised EBITDA ("NEBITDA") is presented to provide an analysis of the Group'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 2015 NEBITDA was $14.5 million, compared to $27.6 million for the year ended 31 December 2014. This decline in NEBITDA reflected the precipitous decline in the price of crude oil and a decrease in production volumes, partially mitigated by the Group's commodity derivatives. NEBITDA per gross and net barrel sold was $22.17/bbl and $26.98/bbl for the year ended 31 December 2015, respectively, as compared to $39.20/bbl and $47.93/bbl, respectively, for the year ended 31 December 2014.

 

 The following calculation reconciles the net loss under IFRS to NEBITDA for 2015 and 2014.

 

2015

2014

Net loss

$ (70,332,136)

$ (3,893,234)

Exceptional administrative expenses

72,477,603

20,306,352

Finance income

(173,641)

(367)

Finance costs

5,078,442

5,914,049

Taxation

150,668

(1,855,837)

Normalised operating profit1

7,200,936

20,470,963

Depreciation, amortisation and contribution from test revenue

7,285,137

7,103,010

Normalised EBITDA

$ 14,486,073

$ 27,573,973

 

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

 

2015

2014

Revenue

$ 29,608,915

$ 47,541,974

Cost of sales

 (14,866,589)

(19,927,152)

Gross profit

 14,742,326

27,614,822

Administrative expenses

(7,541,390)

(7,143,859)

Normalised operating profit1

7,200,936

20,470,963

Depreciation, amortisation and contribution from test revenue

7,285,137

7,103,010

Normalised EBITDA

$ 14,486,073

$ 27,573,973

 

1. Normalised operating profit is operating profit adjusted for exceptional administrative expenses.

Production

The results of the Groups production as shown in the following table:

 

2015

2014

Gross barrels sold

653,431

703,414

Net barrels sold

536,972

575,275

Daily average barrels sold--gross

1,791

1,927

Daily average barrels sold-net

1,471

1,576

Average sales price per barrel

$ 40.47

$ 82.16

Normalised EBITDA per barrel sold-gross

$ 22.17

$ 39.20

Normalised EBITDA per barrel sold--net

$ 26.98

$ 47.93

 

The decline in net sales volumes of 38,303 or 6.7% is indicative of normal depletion of the Groups reserves offset by the workover and production enhancement projects performed in 2015.

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

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

 

2015

2014

Oil sales volumes

536,972

575,275

Oil prices

$ 40.47

$ 82.16

Oil revenues

21,729,188

47,265,682

Gains on oil price swaps on designated hedging instruments in cash flow

hedges of sales revenue reclassified from equity to profit or loss

 

7,837,223

276,012

Other income

42,504

280

$ 29,608,915

$ 47,541,974

 

The $25.5 million or 54.0% decline in oil revenues is the result of the 6.7% decrease in produced volumes (previously discussed) and a $41.69 or 50.7% per barrel decline in the price received. The Group, in order to mitigate the effect of volatile oil markets, actively enters into various hedging instruments. As shown above, the Group realised $7.8 million of gains resulting from oil price swaps settled during the year.

 

Costs

 

The following is a comparative summary of cost of sales:

 

2015

2014

Lease operating costs per gross barrel

$ 8.82

$ 10.46

Lease operating costs per net barrel

$ 10.74

$ 12.79

Lease operating costs

5,765,018

7,358,018

Production severance taxes

1,543,507

4,256,716

Depreciation

6,594,358

5,271,671

Contribution from test revenue

569,521

1,743,846

Production profit shares and royalties

321,030

1,296,901

Other

73,155

-

$ 14,866,589

$ 19,927,152

 

With the economic decline in the oil and gas industry, the Group has negotiated concessions with suppliers and service providers resulting in a reduction to lease operating costs per barrel despite a decrease in sales volumes. There have also been corresponding reductions to severance taxes, contribution from test revenue, and production profit shares and royalties. Depreciation has increased as a result of a decline to the reserve base which has been adversely impacted by a decline in oil prices and the corresponding reduction in well economics.

 

Dividends

 

The Directors do not recommend the payment of a dividend for the year ended 31 December 2015.

 

Cash flow, investment and liquidity

 

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

 

2015

2014

Cash flow from operating activities

$ 16,663,460

$ 28,224,478

Cash flow from investing activities

Purchase of intangible assets

(15,197,473)

(27,253,794)

Purchase of property, plant and equipment

(11,251,875)

(15,002,661)

Other

8,765

1,502,195

Net cash from investing activities

(26,440,583)

(40,754,260)

Cash flow from financing activities

Repayment of loans

(3,000,000)

(10,000,000)

Proceeds on issue of loans, net of issue costs

7,000,000

27,886,400

Proceeds on issue of convertible loan notes

9,710,000

-

Interest paid

(3,102,589)

(2,787,068)

Other

130,137

764,026

Net cash flow from financing activities

10,737,548

15,863,358

Net increase in cash and cash equivalents

960,425

3,333,576

Cash and cash equivalents at beginning of financial year

5,019,527

1,681,163

Effects of exchange rate changes

(10,467)

4,788

Cash and cash equivalents at end of financial year

$ 5,969,485

$ 5,019,527

 

Cash flows from operating activities

For the year ended 31 December 2015, cash flow from operating activities was $16.7 million as compared to cash flows of $28.2 million for the year ended 31 December 2014 reflecting the decrease in NEBITDA discussed above.

 

 Net Cash flow from investing activities

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. For the year ended 31 December 2014, net cash flow used in investing activities was $40.8 million. The decline in spending in 2015 as compared to 2014 of 35.3% was a result of reduced acreage acquisitions and drilling activities commensurate with the decline in economics within the oil and gas industry.

 

Net cash flow from financing activities

For the year ended 31 December 2015, net cash from financing activities during the year totalled $10.7 million and comprised principally of $16.7 million (year ended 31 December 2014: $27.9 million) raised via debt facilities offset by $3.0 million in debt repayments and $3.1 million in interest payments. For the year ended 31 December 2014, net cash flow from financing activities totalled $15.9 million and was comprised of proceeds from debt facilities, offset by $10.0 million in debt repayments and $2.8 million in interest payments.

 

On 14 August 2015, the Company issued $10.0 million (£6.4 million) of nominal value, unsecured convertible loan notes carrying zero coupon over a period up to March 2019, held by both related parties and unrelated parties. 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. At 31 December 2015, the loan is convertible into 213,333,333 shares of the Group.

 

In September 2014, the Group entered into a senior secured reserves based lending ("RBL") facility with Commonwealth Bank of Australia ("CBA") with an initial RBL facility amount of up to $100.0 million. Under this RBL facility, the initial borrowing base was $35.0 million, subject to regular redeterminations based upon factors including, but not limited to, petroleum reserves and oil prices. The available borrowing base was subject to a $5.0 million withholding by the bank such that the Group at all times maintains a minimum liquidity requirement, effectively setting the net borrowing base at $30.0 million.

 

During 2014, the Group drew $23.0 million under the RBL, including $1.1 million of transaction costs. During the first half of 2015, the Group drew an additional $7.0 million to the maximum net borrowing base of $30.0 million. Due to falling oil prices in the second half of the year, on 2 November 2015, CBA decreased the net borrowing base to $27.0 million, resulting in a net borrowing base deficit of $3 million. Under the terms of the RBL, the net borrowing base deficit was required to be repaid in three equal payments of $1.0 million at the beginning of December 2015, January 2016 and February 2016, to reduce the outstanding balance to the new net borrowing base. Simultaneously, the RBL facility was amended to include, among other provisions, a $5.0 million minimum liquidity requirement and the elimination of the $5.0 million withholding on the borrowing base amount.

 

In connection with negotiations to obtain waivers for certain covenant non-compliance, the Group paid the total $3.0 million net borrowing base deficit prior to 31 December 2015, resulting in an outstanding balance as at 31 December 2015 of $27.0 million. Certain requirements and covenants at 31 December 2015 were not in compliance with the loan agreement including the minimum hedging maintenance requirement and the leverage covenant. These non-compliance items were waived by CBA as of year-end with a period of grace until 9 January 2016

 

On 8 January 2016, the Group completed additional negotiations with CBA that included a reduction to the net borrowing base from $27.0 million to $23.0 million, the current outstanding balance. As part of the negotiations for waiver extension and additional debt amendments, the Group was required to pay an additional $4.0 million to reduce the outstanding balance to the reduced net borrowing base amount. The RBL 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 Group that the borrowing base had been further reduced from $23.0 million to $13.0 million. CBA has provided waivers to allow them and the Group to explore options that would result in resolution of the deficiency, including modification to the existing RBL facility or securing alternative sources of capital to partially or fully extinguish the existing RBL facility. The Group has received additional waivers of non-compliance through 10 June 2016, as of the date of these financial statements. Due to the limited nature of the waivers, the entire outstanding balance under the RBL has been classified as a current liability in the accompanying financial statements. Management is confident that a mutually beneficial agreement can be reached with CBA on the RBL.

 

From the initial draw on the RBL in September 2014, the Group used a portion of the proceeds to repay $10.0 million of debt provided by major shareholders and the remaining portion to fund activities around the exploration and development of oil reserves.

 

As part of entering into the RBL, the maturities for all existing debt instruments at that time were extended to March 2019 or later, together with extensions to the related warrants.

 

At 31 December 2015, the Group held cash balances of $6.0 million as compared to $5.0 million at 31 December 2014.

 

Hedging

 

As part of managing the Group's liquidity position, during 2014, the Group commenced a commodity hedging program in order to provide more certainty around future operational cash flows and liquidity. As at 31 December 2015, the Group held the following oil commodity derivative hedge positions:

 

2016

2017

Swap contracts

Total remaining volumes (bbls)

168,105

17,350

Price (WTI NYMEX; average)

$ 62.51

$ 75.30

Costless collar contracts

Total volumes (bbls)

28,986

-

Ceiling

$ 70.10

-

Floor

$ 55.00

-

 

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

 

For the commodity hedging activities entered into during 2014 and the first half of 2015, the Group elected to apply IFRS hedge accounting in respect of the Group's commodity derivative hedge positions. Hedge accounting mitigates the profit and loss volatility through the income statement that can arise through the use of derivatives. The Group's oil commodity derivative hedges were designated as cash flow hedges and, accordingly, subject to remaining effective, much of the derivative volatility arising from mark-to-market positions on open contracts at period ends will be recorded as an equity movement in the cash flow hedge reserve rather than through the income statement. On utilisation of the oil swaps when the oil sales take place, the amounts held in equity are recycled to revenue. In the third quarter of 2015, the Company entered into one swap contract that is accounted for as a mark-to-market hedge instrument through profit or loss.

 

Shareholders' equity

 

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.

 

Cautionary Statement

This announcement contains certain judgements/assumptions and 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 believe that expectations reflected throughout this announcement are reasonable based on the information available at the time of approval of this announcement, actual outcomes and results may be materially different due to factors either beyond the Group's reasonable control or within the Group'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

 

Consolidated Income Statement

for the year ended 31 December 2015

(all amounts shown in US$)

For the Year Ended 31 December

Notes

2015

2014

Continuing operations:

Revenue

4

$ 29,608,915

$ 47,541,974

Cost of sales

(14,866,589)

(19,927,152)

Gross profit

14,742,326

27,614,822

Administrative expenses

(7,541,390)

(7,143,849)

Exceptional administrative expenses

9

(72,477,603)

(20,306,352)

Total administrative expenses

(80,018,993)

(27,450,201)

Operating profit (loss)

5

(65,276,667)

164,621

Finance income

173,641

367

Finance costs

8

(5,078,442)

(5,914,059)

Net loss before taxation

(70,181,468)

(5,749,071)

Taxation

10

(150,668)

1,855,837

Loss

$(70,332,136)

$ (3,893,234)

Attributable to:

Equity shareholders of the Company

$(70,332,136)

$ (3,893,234)

Loss per share from continuing operations

11

Basic loss per share

$(0.07)

$(0.00)

Diluted loss per share

$(0.07)

$(0.00)

 

 

 

 

 

Consolidated Statement of Comprehensive Income and Expenditure

for the year ended 31 December 2015

(all amounts shown in US$)

 

For the Year Ended 31 December

2015

2014

Net loss

$(70,332,136)

$ (3,893,234)

Other comprehensive income (expense)

Items that may be reclassified subsequently to profit or loss:

Foreign exchange gains on consolidation

1,247,495

1,206,835

Gain on hedging instruments designated as cash flow hedges

6,304,905

6,136,124

Deferred tax on hedging instruments designated as cash flow hedges

(2,244,635)

(2,086,282)

 Items reclassified to profit or loss:

Gain on hedging instruments designated as cash flow hedges

(7,837,223)

(276,012)

Deferred tax on gain

2,790,161

-

Other comprehensive income, net of tax

260,703

4,980,665

Total comprehensive (loss) income for the financial year

$(70,071,433)

$ 1,087,431

 

 

 

 

 

 

 

 

Consolidated Balance Sheet

as at 31 December 2015

(all amounts shown in US$)

 

As at 31 December

Notes

2015

2014

Assets

Non-current assets

Property, plant and equipment

13

$ 25,428,745

$ 47,129,451

Intangible assets

12

11,891,746

51,392,916

Derivative financial assets

17

502,648

620,000

37,823,139

99,142,367

Current assets

Inventory

15

917,039

1,051,192

Derivative financial assets

17

3,997,996

5,240,112

Trade and other receivables

16

3,013,846

3,801,613

Cash and cash equivalents

5,969,485

5,019,527

13,898,366

15,112,444

Total Assets

$ 51,721,505

$ 114,254,811

Equity and liabilities

Capital and reserves attributable to the Company's equity shareholders

Share capital

20

$ 4,007,795

$ 4,001,288

Share premium

20

1,402,644

1,279,014

Foreign exchange translation reserve

21

7,713,305

6,465,810

Special (restricted) reserve

22

29,760,145

29,760,145

Retained (deficit) earnings

(65,650,773)

4,376,618

Share-based payment reserve

23

5,367,376

5,420,455

Equity option on convertible loans

24

6,992,276

3,592,505

Cash flow hedging reserve

25

2,787,038

3,773,830

Total equity

(7,620,194)

58,669,665

Current liabilities

Trade and other payables

18

5,059,434

10,430,245

Borrowings

19

26,311,365

-

31,370,799

10,430,245

Non-current liabilities

Borrowings

19

24,776,368

40,082,974

Provisions and contingent consideration

30

3,194,532

5,071,927

27,970,900

45,154,901

Total liabilities

59,341,699

55,585,146

Total equity and liabilities

$ 51,721,505

$114,254,811

 

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2015

(all amounts shown in US$)

 

Sharecapital

Sharepremium

Foreignexchangetranslationreserve

Special (restricted) reserve

Retainedearnings (deficit)

Sharebasedpaymentreserve

Equity option on convertible loans

Cash flow hedging reserve

Total

$

$

$

$

$

$

$

$

$

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)

Balance at 1 January 2014

3,940,516

-

5,258,975

29,760,145

5,454,326

3,101,951

2,480,398

-

49,996,311

For the year ended 31 December 2014

Loss for the year

-

-

-

-

(3,893,234)

-

-

-

(3,893,234)

Other comprehensive income (expense):

Foreign exchange gain on consolidation

-

-

1,206,835

-

-

-

-

-

1,206,835

Gain on hedging instruments designated in cash flow hedges

-

-

-

-

-

-

-

6,136,124

6,136,124

Gain reclassified to profit or loss

-

-

-

-

-

-

-

(276,012)

(276,012)

Deferred tax on hedging instruments designated in cash flow hedges

(2,086,282)

(2,086,282)

Total comprehensive income (loss)

-

-

1,206,835

-

(3,893,234)

-

-

3,773,830

1,087,431

Share-based payments

-

-

-

-

-

702,695

-

-

702,695

Issue of share capital for cash

19,404

410,258

-

-

-

-

-

-

429,662

Exercised and expired options and warrants

-

-

-

-

145,660

(145,660)

-

-

-

Extension of convertible loan notes and borrowings

-

-

-

-

2,646,477

1,761,469

1,152,342

-

5,560,288

Conversion of convertible loan notes

41,368

868,756

-

-

23,389

-

(40,235)

-

893,278

Balance at 31 December 2014

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

Consolidated Cash Flow Statement

for the year ended 31 December 2014

(all amounts shown in US$)

 

 

For the Year Ended 31 December

Notes

2015

2014

Net cash flow from operating activities

26

$ 16,663,460

$ 28,224,478

Cash flow from investing activities

Purchase of intangible assets

(15,197,473)

(27,253,794)

Purchase of property, plant and equipment

(11,251,875)

(15,002,661)

Proceeds on disposal of property, plant and equipment

8,410

1,501,828

Interest received

355

367

Net cash from investing activities

(26,440,583)

(40,754,260)

Cash flow from financing activities

Proceeds on issue of new shares

130,137

429,662

Proceeds from issue of derivative financial instruments

-

843,639

Payments on derivative financial instruments

-

(509,275)

Repayment of loans

(3,000,000)

(10,000,000)

Proceeds on issue of loans net of issue costs

7,000,000

27,886,400

Proceeds on issue of convertible loan notes

9,710,000

-

Interest paid

(3,102,589)

(2,787,068)

Net cash flow from financing activities

10,737,548

15,863,358

Net increase in cash and cash equivalents

960,425

3,333,576

Cash and cash equivalents at beginning of financial year

5,019,527

1,681,163

Effects of exchange rate changes

(10,467)

4,788

Cash and cash equivalents at end of financial year

$ 5,969,485

$ 5,019,527

 

 

 

 Notes to the Consolidated Financial Statements

Year ended 31 December 2015

all amounts are shown in US$

 

1. General Information

 

Nighthawk Energy PLC (the "Parent") is a company incorporated in the United Kingdom, under the Companies Act 2006.

 

The financial information in this announcement does not constitute the Company's complete statutory financial statements for the year ended 31 December 2015 or 2014 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 2015 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.

 

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 Group 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. 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.

 

Certain reclassifications have been made to the 2014 amounts to conform to the 2015 presentation. None of these reclassifications resulted in changes to profit or loss.

 

Going Concern

The Directors have reviewed cash forecasts, the current operations of the Group 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 but, there are material uncertainties related to events or conditions that may cast significant doubt about the ability of the Group to continue as a going concern. Currently, the Group is meeting its day-to-day financial responsibilities and oil prices are trending upward. Successful implementation of the water flood project is expected to provide adequate cash flow for the foreseeable future to meet operating cash flow requirements, although the COGCC approval of the water flood project is not certain. The Directors note there is a material liquidity risk related to the Company's outstanding loan with Commonwealth Bank of Australia ("CBA") given non-compliance with certain covenants and the reduction in the borrowing base from $23.0 million to $13.0million in Q1 2016 which created a $10.0 million borrowing base deficiency. As of the date of approval of these financial statements, the Company has obtained a waiver from CBA of existing non-conformity to the loan provisions and covenants through to 10 June 2016. As part of the existing waiver, CBA has agreed to temporarily waive the current requirement to pay approximately $6.7 million of amounts due based upon the outstanding borrowing base deficiency of $10.0 million, with the remaining $3.3 million due 28 June 2016. However, the Company's ability to meet its liabilities as they fall due for next 12 months is dependent upon successfully renegotiating the existing loan facility on terms acceptable to the Company or securing alternative funding. The Company and CBA are attempting to renegotiate the existing loan document and current amounts payable and whilst the Directors are confident that the borrowings can be renegotiated or alternative funding secured, the outcomes of these negotiations are unknown.

 

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

 

 

2. Significant accounting policies continued 

 

 

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 Group as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. Intra-Group transactions with subsidiaries are eliminated on consolidation. Transactions, balances, income and expenses with Joint Operations are eliminated to the extent of the Group'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 Group has only one operating segment: the production of, exploration for and investment in hydrocarbons in one geographical area, the United States of America.

 

New and amended IFRS standards in interpretations

No new or revised Standards and Interpretations have been adopted during the year.

 

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 Group are not included):

 

New/Revised International Financial Reporting Standards

Effective Date: Annualperiods beginning on or after:

EUadopted

IAS 1

Disclosure Initiative - Amendments

1 January 2016

No

IFRS 9

Financial Instruments: Classification and Measurement

1 January 2018

No

IFRS 15

Revenue from Contracts with Customers

1 January 2018

No

IFRS 16

Leases

1 January 2019

No

Annual Improvements to IFRSs 2012-2014 Cycle

1 January 2016

Yes

 

The Directors do not expect that the adoption of the Standards and Interpretations listed above will have a material impact on the financial statements of the Group in future periods.

 

Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.

 

Joint Operations

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

 

 

 

 

 

 

 

 

2. Significant accounting policies continued

 

The Group 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 Group's interests in unincorporated Joint Operations are given in Note 14.

 

Revenues

Sales revenue represents the sales value of the Group oil liftings in the year. Oil revenue is recognised when it can be reasonable measured and the risks and rewards of ownership have transferred substantially to the buyer, which occurs at transfer of the hydrocarbons from the Group's facilities to the purchaser's tanker or infrastructure. Revenue is measured at the Group'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 Group 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 drilling is still underway or is planned. If no future exploration or development activity is planned in the licence area, the exploration licence and leasehold property acquisition costs are written off. Pre-licencing 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 (property, plant and equipment)

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 licence 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 Group 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%

 

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.

 

 

 

2. Significant accounting policies continued

 

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 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, but not less frequently than twice a year. 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 grouped 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 Group'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 Group firstly considers the following facts and circumstances in their assessment of whether the Group's exploration and appraisal assets may be impaired:

• Whether the period for which the Group 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 Group 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 Group, 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.

 

 

 

 

2. Significant accounting policies continued

 

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 Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group 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 Group is 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 Group acquired operatorship of the joint operation and increased its interest from 50% to 75%. The Group 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.

 

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to income on a straight-line basis over the term of the lease.

 

Foreign Currency

For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in US Dollars, which is the reporting currency for the consolidated financial statements. The functional currency of the Group's subsidiaries is United States dollars. Foreign currency transactions by Group companies 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 Group'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 Group 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.

 

 

 

 

2. Significant accounting policies continued

 

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 rates that are 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 Group 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 Group 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 Group 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 issued 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 Group's strategy. In such circumstances the royalty is recorded on an accrual basis as production arises.

 

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

 

 

 

 

2. Significant accounting policies continued 

 

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 Group 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 considered to be 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 values of the debt and equity component at 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 Group 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 Group'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.

 

 

2. Significant accounting policies continued

 

Hedge accounting

The Group 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 Group 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 Group 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 Group 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 Group 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 non-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 payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the number of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of the 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.

 

 

2. Significant accounting policies continued

 

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

Provision is 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 Group'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 Group'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 Group's accounting policies, and that have the most significant effect on the amounts recognised in the financial statements.

 

Exploration and Evaluation Costs

The Group'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 following initial capitalisation, should it become apparent that recovery of the expenditure is unlikely, 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 Group 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 Group plans to continue substantive expenditure on the assets. In determining whether substantive expenditure remains in the Group's plan, management considers factors including future oil prices, plans to develop or renew leases and future drilling plans. If impairment indicators exist the assets are tested for impairment and carried at the lower of the estimated recoverable amount and net book value.

 

 

3. Critical accounting judgements and estimates continued

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 Group'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 amounts of the cash-generating units and/or individual assets are determined based on the higher of value-in-use and fair values less costs of disposal calculations. These require 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, including recompletion wells, based on external and internal 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 Group has recorded an impairment of $75.1 million in 2015 as compared to $20.3 million in 2014, 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 $0.4 million. An increase in the discount rate to 15% would increase impairment by $0.1 million. Whilst sensitive to these inputs, 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 Group's properties. In order to calculate the reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including those detailed above.

 

 

3. Critical accounting judgements and estimates continued

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. 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 Group'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 units of production basis, or where the useful economic lives of assets change.

· Provisions for plug and abandonment of wells may change as a result of changes in the timing of such plugging and abandonment.

Judgments associated with debt finance

During the year, the Group obtained a new loan as detailed in Note 19. The accounting required judgments and estimates are set out in that note but included the valuation of conversion rights associated with the debt.

 

Estimation of contingent consideration

The estimation of a value attributable to the contingent consideration, that forms part of the acquisition of additional working interest completed in January 2012, is a key source of estimation uncertainty.

 

Management has considered the key calculation inputs and scenarios and has used their best judgment of risk-weighted possible outcomes to estimate the value included in these financial statements. These factors included consideration of the probability of the consideration becoming due, the expected value of any such payment under the terms of the agreements, and the current existing lease prices.

 

The estimated value as per the acquisition agreement for this contingent consideration is $333,500. Refer to Note 30 for details.

 

Derivative valuations

The Group'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 Group and counterparty which are determined based on credit spreads applicable to the Group and the counterparty. Refer to Note 17 for details.

 

4. Revenue

 

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

 

2015

2014

Continuing operations

Sales revenue

$ 21,729,188

$ 47,265,682

Gains on hedging instruments reclassified from equity to profit or loss

7,837,223

276,012

Other income

42,504

280

$ 29,608,915

$ 47,541,974

 

 

 

 

5. Operating (loss) / profit

 

The operating (loss)/profit before taxation for the years has been arrived at after charging:

 

2015

2014

Depreciation

$ 6,711,917

$ 5,355,128

Amortisation and contribution to match test revenue

$ 573,220

$ 1,747,882

Equity settled share-based payments

$ 251,666

$ 702,695

Production profit share expense

$ 321,030

$1,296,901

 

 

6. Auditor's remuneration

 

The analysis of auditor's remuneration is as follows:

 

2015

2014

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

$ 132,140

$ 139, 825

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

Tax legislative assistance

21,890

21,385

Tax compliance

-

17,272

Tax advice and other advisory

10,607

24,181

$ 164,637

$ 202,663

 

7. Staff Costs

 

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

 

2015

2014

Staff costs

Wages and salaries

$ 4,063,190

$ 3,390,139

Social security costs

189,819

209,578

Pension costs

383,507

110,216

4,636,516

3,709,933

Equity settled share-based payments

251,666

702,695

$ 4,888,182

$ 4,412,628

 

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

 

2015

2014

United Kingdom

2

3

United States

14

15

16

18

 

 

2015

2014

Remuneration of Directors

Emoluments for qualifying services

$ 1,134,682

$ 996,830

Company pension contributions and benefits

93,562

93,656

Social security costs

51,277

90,909

$ 1,279,521

$ 1,181,395

 

The number of Directors during 2015 and 2014, accruing benefits under money purchase pension scheme arrangements was two.

 

During the year Steve Gutteridge, who retired from the Board of Directors on 30 September 2014, exercised share options to acquire 1,700,000 ordinary shares. During 2014, 1,100,000 were exercised by Chuck Wilson, COO and Director.

 

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

 

2015

2014

Highest paid director

Remuneration

$ 369,600

$ 344,800

Company pension contributions and benefits

48,019

36,691

$ 417,619

$ 381,491

 

The gain during the financial year on exercised options for the highest paid director was $nil.

 

8. Finance Costs

 

2015

2014

Interest on shareholder loans

$ -

$ 1,160,571

Imputed interest on convertible loan notes

1,571,189

1,468,492

Interest on shareholder loan issued with warrants

1,584,916

1,551,710

Interest on bank loan

1,508,528

302,348

Loss on rescheduling of loans

-

332,787

Losses on derivative financial instruments not designated as hedging instruments

-

192,489

Exchange losses on financial liabilities

384,928

636,920

Other

28,881

268,742

$ 5,078,442

$ 5,914,059

 

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

 

9. Exceptional administrative expenses

 

2015

2014

Exceptional Administrative Expenses:

Impairment of exploration and production assets

$ 75,144,103

$ 20,306,352

Release of contingent consideration provision

(2,666,500)

-

$ 72,477,603

$ 20,306,352

 

During the year, the Group 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 has been taken to the income statement and represents an impairment of certain wells which mainly arises due to the reduction in the spot and forward oil price assumptions used in estimating the future discounted cash flows for each well. The Group assessed the recoverability of its undeveloped 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 significant reduction in oil prices, and with no plans to pursue an aggressive drilling program, $40.5 million was written off or impaired as at 31 December 2015. Of the total 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 2014, the Group plugged and abandoned a total of seven wells. The associated assets were fully impaired as at 31 December 2014 resulting in an exceptional charge to the income statement of $6.7 million. An additional impairment charge of $13.6 million was also taken to the income statement at 31 December 2014, of which $12.7 million represented a partial impairment of certain wells which arose primarily due to the reduction in the spot and forward oil price assumptions used in estimating the future discounted cash flows for each well. The balance of $0.9 million related to the full impairment of legacy field infrastructure deemed to have no value.

 

During the year, the Group released $2.7 million of the contingent consideration provision. Refer to Note 30.

 

10. Taxation

 

The Parent Company is subject to taxation in the United Kingdom at an estimated rate 20.25% for 2015 and 21.5% in 2014, and the Group's subsidiaries are subject to taxation in the United States at an estimated rate of 38.00% for 2015 and 2014.

 

As of 31 December 2015, there was a current tax credit of $394,858 arising in the US in the financial year. At 31 December 2014, the group recorded a $230,445 charge. No tax charge arose in the UK for either 2015 or 2014.

 

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 to profits / (losses) for the year are as follows:

 

Reconciliation of the effective tax charge:

2015

2014

Loss before taxation

$ (70,181,468)

$ (5,749,071)

Current tax (credit) expense:

Loss before taxation multiplied by standard rate of corporation tax in the UK of 20.25% (2014: 21.5%)

$ (14,242,255)

$ (1,236,050)

Tax effects of:

Other expenses not deductible for tax purposes

55,310

1,135,766

Different tax rates applied in overseas jurisdictions

(8,959,430)

330,729

Effect of tax rate change

404,959

-

Unrecognised tax losses

22,346,558

-

(394,858)

230,445

Deferred tax expense (credit):

Tax losses recognised (utilised) during the year

545,526

(2,086,282)

Tax in income statement and effective tax rate

$ 150,668

$ (1,855,837)

Amounts recorded in other comprehensive income (loss):

Deferred tax on hedging instruments designated in cash flow hedges

$ 2,244,635

$ 2,086,282

Deferred tax on gain reclassified to income statement for

cash flow hedging instruments

 

(2,790,161)

 

-

Total

$ (545,526)

$ 2,086,282

 

The main UK Corporation tax rate from 1 April 2014 of 21% was reduced to 20% from 1 April 2015, resulting in an effective corporation tax rate of 20.25% for the year. A number of changes to the UK Corporation tax system were announced in March 2012 Budget Statement. The Finance Act 2013 which was substantially enacted on 2 July 2013 includes legislation reducing the main rate of corporation tax from 24% to 23% from 1 April 2013 and further reducing the main rate of corporation tax from 23% to 21% from 1 April 2014 and to 20% from 1 April 2015.

 

 

 

 

 

 

 

 

 

 

 

 

2015

2014

Deferred tax

Deferred tax liabilities:

Accelerated tax deductions

$ -

$ (9,298,946)

Fair value of derivatives

(1,540,756)

(2,086,282)

Deferred tax assets:

Capital allowances

1,062,144

-

Intercompany interest

478,612

-

Losses (generated) recognised

-

11,385,228

Net deferred tax

$ -

$ -

 

No deferred tax asset has been recognised at 31 December 2015 and 2014, for the net operating loss carry forwards of $163.6 million and $94.6 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 Group'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 $ 20,417,083 at 31 December 2015 and $15,502,898 at 31 December 2014 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.

 

2015

2014

Basic loss per share

Loss per share from continuing operations

$ (0.07)

$ (0.00)

Diluted loss per share

Loss per share from continuing operations

$ (0.07)

$(0.00)

 

The Group has 652,383,333 potentially dilutive shares in issue, in respect of options to acquire 45,350,000 shares of the Group, warrants to acquire 130,000,000 shares of the Group and conversion rights to acquire 477,033,333 shares of the Group. Due to the Group'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:

 

2015

2014

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

$ (70,332,136)

$ (3,893,234)

Number of shares

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

963,629,481

955,925,404

Dilutive effect of options, conversion shares and warrants

-

-

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

963,629,481

955,925,404

 

 

 

 

12. Intangible Assets

 

Explorationcosts

Royaltyinterests

 

Total

Cost

At 31 December 2013

$ 87,615,957

$ 359,391

$ 87,975,348

Additions

33,284,025

-

33,284,025

Transfers (note 13)

(14,574,709)

-

(14,574,709)

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

Amortisation and impairment

At 31 December 2013

$ 40,310,734

$ 32,463

$ 40,343,197

Charge

-

4,036

4,036

Contribution to match revenue

1,743,846

-

1,743,846

Impairment

13,200,669

-

13,200,669

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

Net book value

At 31 December 2015

$ 11,572,554

$ 319,192

$ 11,891,746

At 31 December 2014

$ 51,070,024

$ 322,892

$ 51,392,916

At 31 December 2013

$ 47,305,223

$ 326,928

$ 47,632,151

 

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 leases being allowed to expire, decisions to abandon certain wells and the estimated fair value less cost to sell of the underlying assets.

 

Due to these indicators being present at 1 December 2015, and the resultant impairment test, impairments have been recorded during the current financial period. Consequentially, certain full and partial impairments, as appropriate, of the remaining values have been recognised, as disclosed in Note 9.

 

 

 

 

 

 

 

 

 

 

 

13. Property, Plant and Equipment

 

Leasehold

Land

Plant andequipment

Officeequipment

Productionassets

 

 

Total

Cost

At 31 December 2013

$ 41,373,682

$13,728,738

$ 122,961

$13,149,336

$68,374,717

 

Additions

4,622,904

10,914,161

77,203

664,603

16,278,871

Transfers (note 12)

-

-

-

14,574,709

14,574,709

Disposals

(1,422,101)

-

(1,089)

-

(1,423,190)

Foreign exchange variance

-

-

(401)

-

(401)

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

Accumulated Depreciation

At 31 December 2013

$ 24,981,283

$ 3,337,421

$ 38,983

$ 4,854,354

$ 33,212,041

 

Charge

4,246,917

862,103

35,952

4,908,603

10,053,576

Impairment

251,545

776,035

-

6,382,603

7,410,183

Disposals

-

-

(250)

-

(250)

Foreign exchange variance

-

-

(295)

-

(295)

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

Net book value

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

At 31 December 2013

$16,392,399

$10,391,317

$83,978

$ 8,294,982

$ 35,162,676

 

Impairments during the current financial 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 Group 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 Group determines the recoverable amount for individual assets on a well by well basis. 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 and is not reflected in the above table.

 

For the year ended 31 December 2015, depreciation charges of $5,292,915 have been capitalised within intangible assets. For the year ended 31 December 2014, depreciation charges of $4,698,448 were capitalized within intangible assets.

 

 

 

 

14. Investment in Jointly Controlled Operations

 

On 29 October 2013, the Group entered into a farm out agreement with an undisclosed party, covering 4,572 net mineral acres within the Jolly Ranch Project. The farmee agreed to drill on a 100% cost basis three Pennsylvanian wells to earn a 50% working interest (40% net revenue interest). The farmee drilled one unsuccessful well and the agreement expired on 30 September 2014.

 

On 29 January 2015, the Group entered into two joint development agreements ("JDAs") with Cascade Petroleum LLC ("Cascade"). The first JDA, the Monarch Joint Development operated by the Group, 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 Group 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, produces a minimal amount of crude oil and was deemed uneconomic. All of the costs to drill the four wells have been impaired at 31 December 2015. In addition, the Group must bear 100% of the costs to drill two additional wells on or before 30 June 2016, with estimated dry hole costs of $1.2 million per well, and completed well costs of $0.6 million per well. Failure to drill the two additional wells would result in a payment of $1.8 million to the JDA partner. Refer to Note 29.

 

The second JDA, the El Dorado Joint Development operated by Cascade, covers 40,372 net mineral acres on both sides of the acreage covered by the Monarch Joint Development. As the owner of a 15% working interest, the Group has the right, but is not obligated, to participate in the drilling of any well in the area of mutual interest.

 

During 2015, a 3D seismic program over the entire area was completed, covering by both the Monarch and El Dorado Joint Development acreage. By the terms of the JDA, the Group 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

 

2015

2014

Oil in tanks

$ 172,071

$ 199,378

Spares, consumables and equipment

744,968

851,814

$ 917,039

$ 1,051,192

 

Inventory includes oil held in tanks at year end and 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

 

2015

2014

Trade receivables

$ 1,122,195

$ 2,818,988

Commodity derivative settlements from financial institutions

797,256

276,012

Other receivables

346,892

153,646

Prepayments

526,503

552,967

Income tax receivable

221,000

-

$ 3,013,846

$ 3,801,613

 

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

 

 

 

 

 

 

17. Derivative Financial Assets

2015

2014

Derivatives designated and effective as hedging instruments

--Oil price swaps and costless collars

$ 4,327,794

$ 5,860,112

Derivatives that are not designated in hedge accounting

-- Oil price swaps

172,850

-

Total

$ 4,500,644

$ 5,860,112

Current

$ 3,997,996

$ 5,240,112

Non-current

502,648

620,000

Total

$ 4,500,644

$ 5,860,112

 

18. Trade and Other Payables

 

2015

2014

Trade payables

$ 916,903

$ 5,930,641

Royalty payables

62,130

131,648

Accruals

4,080,401

4,367,956

$ 5,059,434

$ 10,430,245

 

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

G

Total

Date of issue

May

2013

January 2012

June

2013

July

2013

January 2014

September 2014

August 2015

Effective interest rate

15%

12%

12%

12%

5%

12%

Borrowings at 31 December 2013

$5,094,521

$7,592,606

$5,924,999

$9,099,596

$ -

$ -

$ -

$27,711,722

Foreign exchange variance

-

(253,472)

(288,004)

(16,438)

-

-

-

(557,914)

Issue of loans

-

-

-

-

1,032,491

18,886,401

-

19,918,892

Additional loan drawdown

-

-

-

4,500,000

-

3,000,000

-

7,500,000

Interest charge to September 2014

552,299

675,145

470,268

1,143,646

608,272

-

-

3,449,630

Interest paid to September 2014

(646,820)

-

(404,642)

(1,243,242)

(140,763)

-

-

(2,435,467)

Loan notes converted

-

-

(878,523)

-

-

-

-

(878,523)

Repayment of loan capital

(5,000,000)

-

-

(3,500,000)

(1,500,000)

-

-

(10,000,000)

Loan de-recognised on rescheduling at September 2014

-

(8,160,214)

(5,008,290)

(9,967,124)

-

-

-

(23,135,628)

New financial liability recognised on rescheduling at September 2014

-

3,772,285

4,653,440

9,510,780

-

-

-

17,936,505

Interest charge to 31 December 2014

-

176,156

136,775

408,065

-

302,348

-

1,023,344

Interest paid to 31 December 2014

-

-

(117,022)

(143,836)

-

(188,729)

-

(449,587)

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 

 

Except for loan F, as at 31 December 2015, all loan maturities are greater than one year and the loans are classified as non-current in the Consolidated Balance Sheet.

 

At 31 December 2015, the loans and borrowings include $2,360,431 of unamortised transaction costs held as a reduction in the carrying value of the loans and borrowings. At 31 December 2014, $2,875,068 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. Shareholder loan issued May 2013 at 15% per annum (p.a.) interest and a 10% production profit share on two wells (production profit being the Group's net revenue interest less associated operating expenses for the wells). The loan was repaid in full in September 2014. The production profit share survives until the Company is sold or the Group sells the wells which are the subject of the production profit share.

 

B. 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 2015, the loan is convertible into 206,700,000 shares of the Group.

 

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 is considered to represent a transaction cost for new convertible loan notes and the portion attributable to the liability is 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 and required estimation in terms of the model inputs, including volatility rates.

 

C. 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 2015, the loan is convertible into 57,000,000 shares of the Group.

 

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

 

D. 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 equalling to 1% of the Group'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 Group sells the wells the subject of 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 is 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 and required estimation in terms of the model inputs, including volatility rates.

 

E. A loan issued January 2014 at 9% p.a. interest with a royalty payment equalling to 3% of the Group'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 2015 is $62,130. At 31 December 2014, the fair value was $131,648.

 

F. On 26 September 2014 the Group entered into a $100 million senior secured credit facility ("Facility') with Commonwealth Bank of Australia ("Bank"). The Facility contains both a four year Revolving Credit Facility and a Letter of Credit Facility. Interest is 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 2015 was $27.0 million as compared to $30.0 million at 31 December 2014. Transaction costs of $1.1 million were deducted from the carrying value of the loan and are amortised through the effective interest rate. As of 31 December 2015, the Group was not in compliance with certain of the loans covenants and provisions. The Group has obtained a covenant waiver at year end with a grace period to 9 January 2016 and has subsequently obtained further waivers through 10 June 2016. Due to the limited nature of the waivers, the Facility has been recorded as a currently liability on the accompanying financial statements. Management is confident that a mutually beneficial agreement can be reached with CBA on the RBL. See additional discussion at Note 36.

 

G. 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 2015, the loan is convertible into 213,333,333 shares of the Group.

 

The rescheduling of the convertible loan notes and borrowings in 2014 gave rise to an increase in the share based payment reserve of $1.76 million for the extension of warrants, and a $1.15 million increase in equity option on convertible loans being the net effect of the fair value of the revised equity option and reductions for transfers of the previous $2.6 million reserve to retained earnings (deficit). Notes A, B, C, D and G include holdings by related parties. See Note 32 for discussion.

 

20. Share Capital and Premium

 

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

 

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

 

Year ended December 2014

# of Shares

At beginning of the year

947,685,420

$ 3,940,514

Shares issued for conversion of loan notes

9,890,910

910,126

Shares issued for exercise of share options at 5.0-7.16 p per share

4,800,000

429,662

At end of the year

962,376,330

$ 5,280,302

 

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 Group'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 for so 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. During 2014, the Remuneration Committee approved the issue of Share Awards of 2,700,000 new ordinary shares to two Directors. The options expire after 10 years from the date of grant.

 

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

 

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

 

2015

Number of

options

WAEP

£

Number of

warrants

WAEP

£

Outstanding at the beginning of the year

52,350,000

0.0594

130,000,000

0.054938

Exercised

(1,700,000)

0.0500

-

-

Cancelled

(5,300,000)

0.1004

-

-

Outstanding at the year end

45,350,000

0.0549

130,000,000

0.054938

Number vested and exercisable at end of year

42,650,000

0.0583

130,000,000

0.054938

2014

Number of

options

WAEP

£

Number of

warrants

WAEP

£

Outstanding at the beginning of the year

54,050,000

0.0580

130,000,000

0.054938

Issued

3,300,000

0.0224

-

-

Exercised

(4,800,000)

0.0554

-

-

Cancelled

(200,000)

0.0619

-

-

Outstanding at the year end

52,350,000

0.0594

130,000,000

0.054938

Number vested and exercisable at end of year

45,750,000

0.0577

130,000,000

0.054938

 

Details of the options and warrants issued or extended during 2014 are presented below:

 

-- 600,000 options were subject to a performance condition such that they will vest upon the share price achieving an average of 15p per Ordinary Share (subject to adjustment in accordance with the rules of the Share Option Scheme) over a period of 30 consecutive business days within a two year period from the date of grant. Of the options issued, 300,000 had an exercise price of 12.75p and the remaining 300,000 had an exercise price of 9.65p.

 

-- 2,700,000 share awards were issued, which are comprised of options with an exercise price of 0.25p. The share awards are based on certain vesting conditions which are share price performance over a 27 month period and value realised in any future change of control event. The minimum price at which any award can be made is 11.66 pence per ordinary share, 25% above the closing mid-market price of the Company's ordinary shares on the grant date of 1 October 2014. The share awards are also conditional upon the recipient maintaining a certain minimum level of share-holding or holding of unexercised share options throughout the performance period.

 

-- 30,000,000 warrants with a two-year life issued in the prior year attached to a loan agreement were extended to March 2019 (see Note 19). The incremental fair value attributable to the warrants was $489,220.

 

-- 100,000,000 warrants issued in 2012 in connection with the issuance of $15,604,889 (£10.0 million) zero coupon convertible unsecured loan notes were extended to March 2019 (see Note 19). The incremental fair value attributable to the warrants was $1,272,250.

 

The fair value of options issued or extended 2014 were calculated using the Black Scholes model as the effect of market-based conditions was immaterial, except for 2,700,000 share awards issued in 2014, which have been valued using a Log-normal Monte-Carlo stochastic model.

 

The inputs for the valuation of the option and warrants issued in 2014 are as follows:

 

2014

Options

Warrants

Number granted

600,000

2,700,000

130,000,000

Share price at date of grant

9.71-12.25p

9.3p

9.35p

Exercise price

9.65-12.75p

0.25p

7.25p

Expected volatility

68%

74%

55%

Expected life

1.5 years

2.25 years

2.25 years

Risk free rate

1.72%-1.84%

1.23%

1.81%

Expected dividend yield

0%

0%

0%

Fair value / incremental fair value at date of grant

9.71-12.25p

4.46p

0.78p

 

Expected volatility was determined by calculating the historical volatility of comparable companies in the same industry. The expected life used in the models has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

 

 

 

As at 31 December 2015, the number of share options and their expiration by year are as follows:

 

2016

3,600,000

2017

7,050,000

2021

2,500,000

2022

29,500,000

Thereafter

2,700,000

Total

45,350,000

 

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.

 

2015

2014

Balance at beginning of year

$ 3,773,830

$ -

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

 Unrealised gain on oil hedging instruments

6,304,905

6,136,124

 Deferred tax on unrealised gain on oil hedging instruments

(2,244,635)

(2,086,282)

Gains reclassified to profit and loss:

 Realised gain on oil hedging instruments reclassified to profit and loss

(7,837,223)

(276,012)

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

2,790,161

-

Balance at end of year

$ 2,787,038

$ 3,773,830

 

26. Cash Flow from Operating Activities

 

2015

2014

Loss before tax

$(70,181,468)

$(5,749,071)

Finance income

(173,641)

(367)

Finance costs

5,078,442

5,914,059

Share-based payment

251,666

702,695

Release of contingent consideration provision

(2,666,500)

-

Gain on disposal of property, plant and equipment

(7,940)

(78,887)

Fair value (gain) loss on royalty liability

2,371

(294,910)

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

38,526,511

12,896,169

Impairment of property, plant and equipment

36,617,592

7,410,183

Depreciation

6,711,917

5,355,128

Amortisation and contribution from test revenue

573,221

1,747,882

14,732,171

27,902,881

Changes in working capital

Decrease in inventory

134,153

47,150

Decrease in trade and other receivables

1,008,766

34,554

Increase in trade and other payables

788,370

470,338

16,663,460

28,454,923

Taxes paid

-

(230,445)

Net cash flow from operating activities

$ 16,663,460

$28,224,478

 

27. Financial Instruments

 

Categories of financial instruments

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

 

2015

2014

Financial assets

Cash and cash equivalents

$ 5,969,485

$ 5,019,527

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

172,850

-

Hedging instruments carried at fair value

4,327,794

5,860,112

Trade and other receivables (excluding prepayments)

2,487,343

3,248,646

Total

$ 12,957,472

$14,128,285

Financial liabilities

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

$ 62,130

 $ 131,648

Financial liabilities held at amortised cost

58,085,037

50,381,571

Contingent consideration

333,500

3,000,000

Total

$ 58,480,667

$ 53,513,219

 

Fair value measurements

 

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

 

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

 

Some of the Group'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

Fair value hierarchy

Valuation technique(s) and key input(s)

Significant unobservable input(s)

Relationship of unobservable inputs to fair value

2015

2014

Oil price swaps (designated for hedging)

$4,327,794

$5,860,112

Level 2

Discounted cash flow

N/A

N/A

 

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

 

Trade and other receivables

The Group'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 Group operates.

 

(b) Liquidity risk

In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due. The Group 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 Group's financial liabilities as at 31 December 2015 and 31 December 2014 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 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(1)

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

 

Total

0-60 Days

61-180 Days

181 -365 days

1-2 years

2-5 years

At 31 December 2014

Trade payables

$ 5,930,641

$5,930,641

 $ -

$ -

$ -

$ -

Royalty payables

131,648

7,818

15,635

23,453

30,418

54,324

Accruals

4,367,956

-

4,367,956

-

-

-

Shareholder loan issued with warrants

16,600,000

378,082

365,753

756,164

3,004,110

12,095,891

Convertible loan notes - Jan 12

8,400,443

-

-

-

-

8,400,443

Convertible loan notes - Jun 13

6,751,453

-

219,283

221,693

6,310,477

-

Bank loan

26,946,526

18,493

461,559

611,741

1,073,152

24,781,581

Contingent Consideration

3,000,000

-

-

-

-

3,000,000

$72,128,667

$6,335,034

$5,430,186

$1,613,051

$10,418,157

$48,332,239

 

(1) Subsequent to 31 December 2015, the Company has received waivers on the bank loan through 10 June 2016 and paid down $4,000,000 of the outstanding loan balance. See Note 19 for additional disclosure

 

(c) Market Risk

 

Interest rate risk and sensitivity analysis

The Group has borrowings at fixed and at variable rates. At the balance sheet date, the Group'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.

 

Contingent consideration risk and sensitivity analysis

The Group has a contingent consideration liability relating to the acquisition of certain lease assets discussed in Note 30. At the balance sheet date, the Group's exposure to variable lease rates was not considered a material risk. A 10% change in either the average price per mineralised acre or the probability of occurrence would not result in a material change in the carrying amount of the contingent consideration liability.

 

 

 

Oil price risk

The Group 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 2015, the Group 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

56,340

$75.30

Jan 16 - Nov 17

$ 1,822,377

B-Oil

26,685

$56.50

Jan 16 - Apr 16

472,064

C-Oil

36,215

$63.00

Jan 16 - Dec 16

785,757

D-Oil

36,215

$63.85

Jan 16 - Dec 16

816,539

E-Oil

30,000

$49.00

Jul 16 - Dec 16

172,850

185,455

4,069,587

Costless collars:

Oil

28,986

$55.00 - $70.10

Jan 16 - Dec 16

431,057

214,441

$ 4,500,644

Current

$ 3,997,996

Non-current

502,648

$ 4,500,644

 

The swap contracts A-D outstanding at 31 December 2015 and 2014 were 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 $6.3 million charged directly in the cash flow hedging reserves. None of these hedges were ineffective. Swap contract E was not designated as a cash flow hedge during 2015.

 

During the year 2015, swap contracts for 373,464 barrels matured generating income of $7.8 million compared to $0.3 million for 2014. 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 Group'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 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 Group'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 Group.

 

 

 

 

 

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

 

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

 

2014

Financial assets

Cash and cash equivalents

 $ 5,019,527

$ 97,655

$ 4,921,872

Derivatives designated and effective as hedging instruments carried at fair value

5,860,112

-

5,860,112

Trade and other receivables (excluding prepayments)

3,248,646

58,011

3,190,635

$14,128,285

$ 155,666

$13,972,619

Financial liabilities

Fair value of future loan royalty payments

$ 131,648

$ -

$ 131,648

Amortised cost

50,381,571

8,857,510

41,524,061

Contingent consideration

3,000,000

-

3,000,000

$53,513,219

$8,857,510

$44,655,709

 

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 Group's equity.

 

Change in US$/GBPexchange rate

December 2015

Change inUS$/GBPexchange rate

December 2014

Sterling

+5.0%

$(745,571)

+5.0%

$(414,139)

-5.0%

$ 745,571

-5.0%

 $ 414,139

 

Capital Management

The Group's objectives when managing capital are to safeguard the Group'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 Group 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 Group's commitments and, where necessary, adjusts the level of capital as is determined to be necessary by issuing new shares.

 

 

 

 

 

 

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

 

2015

2014

Debt:

Straight

$ 36,171,378

$ 31,791,467

Convertible

14,916,355

8,291,507

51,087,733

40,082,974

Cash

(5,969,485)

(5,019,527)

Net debt

$ 45,118,248

$ 35,063,447

Equity

$ (7,620,194)

$ 58,669,665

Debt to equity ratio

n/a

59.8%

 

29. Financial Commitments

 

Except for the commitments disclosed in Notes 14 and 31, the Group had no financial commitments at 31 December 2015 (31 December 2014: $nil) .

 

30. Provisions and contingent consideration

 

The Company has recorded the following provisions for future obligations.

 

2015

2014

Contingent consideration

At 1 January 2015

$ 3,000,000

$ 3,000,000

Release of contingent consideration provision

(2,666,500)

-

At 31 December 2015

333,500

3,000,000

Asset retirement obligations

At 1 January 2015

2,071,927

942,568

Recognition of obligations

765,734

1,302,818

Accretion expense

23,371

131,041

Provision released to match costs incurred

-

(304,500)

At 31 December 2015

2,861,032

2,071,927

Total

$ 3,194,532

$ 5,071,927

 

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 Group's working interest from 50% to 75%, prior to the subsequent purchase of the remaining 25% in 2013.

 

By the terms of the Purchase and Sale Agreement ("PSA"), should the Group enter into an agreement providing for the sale or disposition of all or any portion of its working interest in the acquired subject leases to an unrelated third party before 23 January 2017, then the Group would be required pay to RFP a percentage, equal to the net mineral acres sold or disposed relative to the net mineral acres retained, of the contingent payment, an amount specified in the PSA that is subject to the average price per net mineral acre paid by the unrelated third party. During 2015, based upon the estimated lease values as of 31 December 2015, and expected acreage values to the expiration of the provision on 23 January 2017, the Group reduced the contingent consideration estimated fair value by $2,666,500, from $3,000,000 to $333,500.

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

 

Minimum lease payments under non-cancellable operating leases fall due as follows:

 

2015

2014

Less than one year

-

$ 461,328

 

During the year to 31 December 2015, the Company incurred $461,328 in relation to operating leases as compared to $5,493,581 during 2014. The operating leases primarily related to drilling rig commitments.

 

32. 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

 

2015

2014

Remuneration:

Mr R. McCullough

$ 320,572

$ 79,675

Mr J. Claesson

45,763

32,910

Mr S. Gutteridge

-

212,500

Mr R. Swindells*

372,873

279,368

Mr K. Hooley

32,813

-

Mr M. Thomsen*

672,698

379,081

Mr S. Eaton

48,814

57,329

Mr C. Wilson

369,600

371,091

1,863,133

 1,411,654

Social security costs

90,774

103,977

Share-based payments

153,213

260,411

Pension contributions

102,056

68,313

$ 2,209,176

$ 1,844,655

*Includes severance payments upon termination of employment.

 

As discussed in Note 19, loans A, B, C, D and G 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 2015 and 2014, such material interests were, in aggregate, as follows:

 

2015

2014

Brought forward balance

$ 19,455,216

$ 24,275,651

New principal lent in year

7,180,000

4,500,000

Foreign exchange movement

(890,985)

(554,197)

Principal repaid

-

(8,500,000)

Production profit share and royalty stream charged in year

355,713

1,526,933

Production profit share and royalty stream paid in year

(518,274)

(1,812,094)

Interest charged in year

1,729,410

2,314,242

Interest paid in year

(1,729,410)

(2,295,319)

Balance owing at end of year (principal and interest)

$ 25,581,670

$ 19,455,216

 

During the year, 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 also holds 55,000,000 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.

 

 

 

33. Investment in Subsidiaries

 

The Group'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

Principal activities

Class

Percentage held

Nighthawk Royalties LLC

Oil and gas development

Ordinary

100%

Nighthawk Production LLC

Oil and gas development

Ordinary

(indirectly) 100%

OilQuest USA LLC

Oil and gas development

Ordinary

(indirectly) 100%

 

34. Contingent Liabilities

 

The Directors are not aware of any contingent liabilities within the Group or the Company at 31 December 2015.

 

35. Ultimate Controlling Party

 

As at 31 December 2015, Nighthawk Energy plc had no ultimate controlling party.

 

36. Events After the Balance Sheet Date

 

Subsequent to 31 December 2015, the Group has negotiated multiple waivers to its existing RBL with CBA, the last one through 10 June 2016.

 

The Company has also filed for approval of a water flood project with the COGCC and obtained conditional approval in March 2016. Amended filings have been made and final approval is expected in early June 2016.

 

See Note 37 for subsequent event concerning the outstanding lawsuit.

 

37. Litigation

 

The Group previously announced on 21 May 2014 that Running Foxes Petroleum, Inc., as plaintiff, brought a lawsuit against Nighthawk Production LLC, a subsidiary of the Group, as defendant, in the United States District Court, District of Colorado. The Group believes that the case is completely without merit. On 12 March 2015, the claim for breach of fiduciary duty was dismissed without prejudice.

 

Nighthawk Production LLC filed a motion for summary judgment to dispose of the remaining claims. The facts and governing law do not give rise to any valid legal claim by Running Foxes Petroleum Inc. against Nighthawk Production LLC, or otherwise raise a valid business issue that needs to be resolved between the companies. On 30 March 2016, two of the remaining claims were dismissed, one in which the plaintiff claimed breach of contract of a settlement agreement, and the other in which the plaintiff claimed breach of the implied covenant of good faith and fair dealing.

 

The other remaining claims in this case include Running Foxes Petroleum, Inc.'s claim for declaratory judgment as to an overriding royalty interest in a particular lease, and their counterclaims to the 2013 Purchase and Sale Agreement. Trial is set for the second half of 2015. Nighthawk Production LLC believes that the allegations contained in the remaining complaints are baseless and groundless actions, and will vigorously defend itself against the complaints and seek all available legal remedies.

 

- End -

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