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1H 2015 Financial Report

30 Sep 2015 16:52

RNS Number : 8034A
IG Seismic Services PLC
30 September 2015
 



IG Seismic Services Plc

 

Interim condensed consolidatedfinancial statements (unaudited)

 

for the 6 month period ended 30 June 2015

 

Contents

 

 

 

Report on review of interim condensed consolidated financial statements.................................................... 1

 

Interim condensed consolidated financial statements (unaudited)

 

Interim condensed consolidated statement of financial position (unaudited).................................................. 2

Interim condensed consolidated statement of comprehensive income (unaudited)....................................... 3

Interim condensed consolidated statement of cash flows (unaudited)............................................................ 4

Interim condensed consolidated statement of changes in equity (unaudited)................................................. 5

 

Notes to the interim condensed consolidated financial statements (unaudited)............................................. 6

 

Report on review of interim condensed consolidated financial statements

 

 

To the Shareholders and Board of Directors of IG Seismic Services Plc

 

Introduction

 

We have reviewed the accompanying interim condensed consolidated financial statements of IGSS Plc and its subsidiaries ("the Group"), comprising the interim consolidated statement of financial position as at 30 June 2015 and the related interim consolidated statements of comprehensive income, changes in equity and cash flows for the six month period then ended and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting ("IAS 34"). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

 

Scope of review

 

We conducted our review in accordance with the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.

 

 

 

 

Gabriel Onisiforou

Certified Public Accountant and Registered Auditor

for and on behalf of

 

Ernst & Young Cyprus Limited

Certified Public Accountants and Registered Auditors

 

Nicosia

29 September 2015

 
Interim condensed consolidated statement of financial position (unaudited)
 
(amounts in thousands of Russian rubles)

Note

At 30 June2015

(unaudited)

At 31 December

2014

Assets

Non-current assets

Property, plant and equipment

5

13,231,159

14,647,197

Goodwill

3,760,082

3,760,082

Intangible assets other than goodwill

383,467

429,783

Investments in associates

3

957,709

901,072

Exploration and evaluation assets

216,841

216,624

Other non-current assets

6

401,343

325,861

Deferred tax assets

300,191

309,511

Total non-current assets

19,250,792

20,590,130

Current assets

Inventories

7

2,945,115

2,550,461

Accounts receivable and prepayments

8

9,459,742

10,201,249

Other financial assets

9

342,579

321,173

VAT receivable

162,387

580,124

Prepayments for income tax

131,162

127,928

Other current assets

30,641

55,754

Cash and cash equivalents

10

950,697

1,206,691

Total current assets

14,022,323

15,043,380

Total assets

33,273,115

35,633,510

Equity and liabilities

Equity

Share capital

6,513

6,513

Share premium

13,837,978

13,837,978

Reverse acquisition reserve

(5,805,259)

(5,805,259)

Other non-distributable reserves

2,233,488

2,233,488

Foreign currency translations reserve

588,008

663,593

Accumulated losses

(3,297,397)

(2,790,036)

Total shareholders' equity

7,563,331

8,146,277

Non-controlling interest

590,871

668,482

Total equity

8,154,202

8,814,759

Non-current liabilities

Loans and borrowings

11

6,127,390

7,939,643

Finance lease liabilities

3,615

4,589

Other long-term liabilities

12

493,765

626,878

Deferred tax liabilities

1,472,322

1,554,844

Total non-current liabilities

8,097,092

10,125,954

Current liabilities

Loans and borrowings

11

7,138,013

7,482,974

Promissory notes payable

12

695,120

961,864

Accounts payable

12

5,852,000

6,012,765

Income tax payable

49,646

3,824

Other taxes payable

13

3,167,072

2,071,439

Provisions

13

118,146

157,448

Finance lease liabilities

1,824

2,483

Total current liabilities

17,021,821

16,692,797

Total liabilities

25,118,913

26,818,751

Total liabilities and equity

33,273,115

35,633,510

 

These interim condensed consolidated financial statements were approved and signed by the Director on 29 September 2015

 

 

 

 

Nikolay Levitskiy

Director

The accompanying notes are an integral part of these interim condensedconsolidated financial statements.
 
Interim condensed consolidated statement of comprehensiveincome (unaudited)
 
(amounts in thousands of Russian rubles)

For six months ended

Note

30 June2015

(unaudited)

30 June2014

(unaudited)

Revenue

15

10,035,360

10,398,232

Cost of sales

16

(8,424,604)

(8,404,831)

Gross profit

1,610,756

1,993,401

General and administrative expenses

17

(1,024,991)

(1,204,321)

Other operating income

71,691

69,315

Other operating expenses

18

(546,697)

(307,548)

Operating profit

110,759

550,847

Finance income

19

35,041

43,646

Finance expense

19

(1,004,448)

(803,225)

Net foreign exchange gain/(loss)

20

259,215

(10,512)

Share of profit/(loss) of an associates

3,466

(35,759)

Loss before tax

(595,967)

(255,003)

Current income tax expense

(10,289)

(5,463)

Deferred income tax benefit/(expense)

50,717

(74,359)

Loss for the period

(555,539)

(334,825)

Other comprehensive expense to be reclassified to profit/loss in subsequent periods

Translation difference

(79,611)

(276,256)

Total comprehensive expense

(635,150)

(611,081)

Loss for the period attributable to:

Shareholders of IG Seismic Services Plc

(481,966)

(294,000)

Non-controlling interest

(73,573)

(40,825)

Total comprehensive expense attributable to:

Shareholders of IG Seismic Services Plc

(557,551)

(555,862)

Non-controlling interest

(77,599)

(55,219)

Loss per share:

Basic loss for the period attributable to shareholders of IG Seismic Services Plc

21

(23.13) р.

(14.11) р.

 

 

The accompanying notes are an integral part of these interim condensedconsolidated financial statements.
 
Interim condensed consolidated statement of cash flows (unaudited)
 
(amounts in thousands of Russian rubles)

For six months ended

Note

30 June2015

(unaudited)

30 June2014

(unaudited)

Cash flows from operating activities

Loss before tax

(595,967)

(255,003)

Adjustments for:

Depreciation and amortization

16, 17

1,349,085

1,359,927

 Provisions for bad debt and obsolete inventory

107,326

39,346

Loss on disposal of property, plant and equipment and non-current assets

18

231,349

99,179

Net finance expense

19

969,407

759,579

Net foreign exchange (gain)/loss

20

(259,215)

10,512

Share of (profit)/loss of an associate

(3,466)

35,759

Cash flow from operating activities before changes in working capital

1,798,519

2,049,299

Working capital adjustments net of acquisitions

Change in accounts receivable

744,680

203,341

Change in inventories

(278,359)

(175,252)

Change in prepayments and other current assets

438,944

366,283

Change in accounts payable

(319,732)

497,895

Change in taxes payable other than income tax

1,200,847

591,629

Change in provisions

53,260

(4,931)

Cash flows before income tax

3,638,159

3,528,264

Income tax paid

(19,736)

(15,753)

Net cash from operating activities

3,618,423

3,512,511

Investing activities

Purchases of property, plant and equipment

(551,274)

(1,226,867)

Proceeds from the sale of property, plant and equipment

18,375

2,017

Cash back received as discount on purchases of PPE

151,545

-

Short-term borrowings issued

-

(22,304)

Purchase of bank promissory notes

-

(239,926)

Net cash used in investing activities

(381,354)

(1,487,080)

Financing activities

Proceeds from loans and borrowings

92,429

19,121,327

Repayment of loans and borrowings

(2,160,777)

(20,422,851)

Repayment of finance lease obligations

(2,165)

(2,227)

Interest paid

(770,024)

(733,303)

Payment to acquire additional interest in associate

3

(53,350)

-

Payment to acquire non-controlling interest

(212,372)

(283,242)

Redemption of promissory notes

(424,931)

(238,279)

Net cash received used in financing activities

(3,531,190)

(2,558,575)

Net decrease in cash and cash equivalents

(294,121)

(533,144)

Cash and cash equivalents at the beginning of the reporting period

10

1,206,691

711,396

Effect of foreign exchange on cash and cash equivalents

38,127

(5,261)

Cash and cash equivalents at the end of the reporting period

10

950,697

172,991

The accompanying notes are an integral part of these interim condensedconsolidated financial statements.
 
Interim condensed consolidated statement of changes in equity (unaudited)
 
(amounts in thousands of Russian rubles)

Attributable to shareholders of IG Seismic Services Plc

Share

capital

Share

premium

Reverse

acquisition

reserve

Other non-distributable reserves

Foreign

currency

translation

reserve

Accumulated

(losses) /

retained

earnings

Total

Non-controlling

interests

Total

equity

Balance as at 1 January 2014

6,513

13,837,978

(5,805,259)

2,233,488

270

(1,099,123)

9,173,867

1,806,717

10,980,584

Loss for the period

-

-

-

-

-

(294,000)

(294,000)

(40,825)

(334,825)

Other comprehensive expense

-

-

-

-

(261,862)

-

(261,862)

(14,394)

(276,256)

Total comprehensive expense

-

-

-

-

(261,862)

(294,000)

(555,862)

(55,219)

(611,081)

Change in non-controlling interest

-

-

-

-

-

437,013

437,013

(864,799)

(427,786)

Balance as at 30 June 2014 (unaudited)

6,513

13,837,978

(5,805,259)

2,233,488

(261,592)

(956,110)

9,055,018

886,699

9,941,717

Balance as at 1 January 2015

6,513

13,837,978

(5,805,259)

2,233,488

663,593

(2,790,036)

8,146,277

668,482

8,814,759

Loss for the period

-

-

-

-

-

(481,966)

(481,966)

(73,573)

(555,539)

Other comprehensive expense

-

-

-

-

(75,585)

-

(75,585)

(4,026)

(79,611)

Total comprehensive expense

-

-

-

-

(75,585)

(481,966)

(557,551)

(77,599)

(635,150)

Acquisition of non-controlling interest

-

-

-

-

-

(25,395)

(25,395)

(12)

(25,407)

Balance as at 30 June 2015 (unaudited)

6,513

13,837,978

(5,805,259)

2,233,488

588,008

(3,297,397)

7,563,331

590,871

8,154,202

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements. 

 

 

 

Notes to the interim condensed consolidated financial statements (unaudited)

 
for the 6 months period ended 30 June 2015

1. Corporate information

 

Organizational structure and operations

 

These are the interim condensed consolidated financial statements of IG Seismic Services Plc (the "Company" or "IGSS") and its subsidiaries (together referred to as the "Group") which is engaged in provision of land and transition zone seismic data acquisition and data processing and interpretation to the petroleum industry in the Russian Federation, the Commonwealth of Independent States ("CIS") and other countries outside of the CIS.

 

The Company was incorporated in Cyprus as a private limited liability company in accordance with the provisions of the Companies Law, Cap. 113. Its registered office is locatedat 2-4 Arch. Makariou III Avenue, Capital Center, 9th floor, P.C. 1065, Nicosia, Cyprus. On 10 October 2012 the Company changed its legal form from private limited company into public limited company.

 

On 11 December 2012 the Company's GDRs were admitted to the Official List maintained by the UK Listing Authority and started trading on the London Stock Exchange's main market on 12 December 2012. Global Depositary Receipts (GDRs) of the Company representing two ordinary shares each are listed and traded on the Main Market of the London Stock Exchange under the ticker IGSS (Bloomberg: IGSS LI, Reuters: IGSSq.L). As of 30 June 2015, the free float of the Company amounted to approximately 24.4% of the issued share capital. The JP Morgan Chase Bank is the depositary bank for the GDR programme of the Company.

 

Shareholder structure as of 30 June 2015:

 

Mr. Nikolay Levitskiy 55.82%

Schlumberger 12.00%

Industrial Investors Group 7 .78%

Other institutional and private shareholders 24.40%

 

The Group did not pursue any business acquisitions throughout the first six months of 2015 and to the date of the issuance of these interim condensed consolidated financial statements, except for the acquisition of additional interest in associate (Note 3).

 

 

2. Basis of preparation

 

Statement of compliance

 

The interim condensed consolidated financial statements for the six months ended 30 June 2015 have been prepared in compliance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board and adopted by the European Union.

 

The Group entities registered in the territory of the Russian Federation ("RF") maintain accounting records and prepare financial reports in accordance with Federal Law No. 402-FZ Concerning Accounting, the Statute Concerning Accounting and Reporting in the RF and Accounting Statements as approved by relevant orders of the RF Ministry of Finance. The Group entities registered in the territory of the Kazakhstan ("KZ") maintain accounting records and prepare financial reports in accordance with Law of the Republic of Kazakhstan No. 234-III Concerning Accounting.

2. Basis of preparation (continued)

 

Statement of compliance (continued)

 

These consolidated financial statements have been prepared based on the Russian and Kazakh statutory accounting data adjusted for the purposes of presentation in accordance with IFRS.

 

The Group has elected to present statement of comprehensive income, statement of financial position, statement of changes in equity and statement of cash flows in the same format as the annual financial statements.

 

The interim condensed consolidated financial statements do not include all the information and disclosures required to be included in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at and for the year ended 31 December 2014.

 

Basis of measurement

 

These interim condensed consolidated financial statements have been prepared on a historical cost basis, except for certain items that have been measured at fair value as for disclosure purposes as stated in accounting policies. The interim condensed consolidated financial statements are presented in Russian rubles ("RUR") and all values are rounded to the nearest thousand except when otherwise indicated.

 

Going concern

 

These interim condensed consolidated financial statements have been prepared on the going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. These accompanying financial statements do not include any adjustments that may be necessary if the Group is unable to continue as a going concern. The Group's interim results and financial position are affected by seasonal factors and are not necessarily indicative of the results that may be expected for the year ending 31 December 2015. Management expects that the Group will be in compliance with its financial obligations and has adequate resources to continue in operational existence in the foreseeable future.

 

For six months ended 30 June 2015 the Group reported net loss of 555,539 (net loss for six months ended 30 June 2014 of 334,825) which was significantly affected by one-off expenses discussed in Note 4.

 

The Group's current liabilities as at 30 June 2015 of 17,021,821 exceeded its current assets by 2,999,498 (the Group's current liabilities as at 31 December 2014 of 16,692,797 exceeded its current assets by 1,649,417). The net current liability position as at 30 June 2015 primarily relates to short-terms loans and borrowings of 7,138,013 and trade and other payables of 5,852,000.

 

For a number of years, the Group has been able to successfully refinance its short-term debt, obtain new equity capital from existing and new investors and generate sufficient operating cash flow as well as sufficient undrawn facilities under revocable credit lines to ensure that it does not face a liquidity shortfall or default on its debt obligations, please also refer to Note 25.

 

2. Basis of preparation (continued)

 

Going concern (continued)

 

Having considered the above, the Group's management believe that it is appropriate to prepare these interim consolidated financial statements on a going concern basis as the Group has undertaken certain actions aimed at improving performance and liquidity, including control and optimization of operating expenses, and refinancing of the current liabilities.

 

As a result, the Group's management considers that the application of the going concern assumption for the preparation of these consolidated financial statements is appropriate.

 

Seasonality

 

There is a limited season for providing seismic services in certain Siberian regions of the Russian Federation which remain in flood-like, or swampy conditions, in warm weather. Such conditions generally restrict the provision of seismic services in Siberia to a period from December to April.

 

Reclassifications

 

A number of items presented in the Group's 2014 consolidated financial statements have been reclassified to ensure the comparability of information in the interim condensed consolidated financial statements for the six months ended 30 June 2015. This primarily included classification of Bad receivables write-offs and provisions within other operating expense.

 

New standards, interpretations and amendments adopted by the Group

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2014 except for the adoption of new standards and interpretations effective 1 January 2015. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

The nature and the effect of these changes are disclosed below. Although these new standards and amendments apply for the first time in 2015, they do not have a material impact on the annual consolidated financial statements of the Group or the interim condensed consolidated financial statements of the Group.

 

The nature and the impact of each new standard or amendment is described below:

 

Amendments to IAS 19 Defined Benefit Plans: Employee Contributions

 

IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. This amendment is effective for annual periods beginning on or after 1 July 2014. This amendment is not relevant to the Group, since none of the entities within the Group has defined benefit plans with contributions from employees or third parties.

2. Basis of preparation (continued)

 

New standards, interpretations and amendments adopted by the Group (continued)

 

Annual improvements 2010-2012 Cycle

 

IFRS 2 Share-based Payment

 

This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions, including:

A performance condition must contain a service condition.

A performance target must be met while the counterparty is rendering service.

A performance target may relate to the operations or activities of an entity, or to those of another entity in the same group.

A performance condition may be a market or non-market condition.

If the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied.

 

This amendment is not relevant to the Group, since no sharebased payment programme was established in the Group.

 

IFRS 3 Business Combinations

 

The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable). This is consistent with the Group's current accounting policy, and thus this amendment does not impact the Group's accounting policy.

 

IFRS 8 Operating Segments

 

The amendments are applied retrospectively and clarify that:

An entity must disclose the judgements made by management in applying the aggregation criteria in paragraph 12 of IFRS 8, including a brief description of operating segments that have been aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are 'similar'.

The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities.

 

The Group has not applied the aggregation criteria in IFRS 8.12. The Group has not presented the reconciliation of segment assets to total assets as this reconciliation is not reported to the chief operating decision maker for the purpose of her decision making.

 

2. Basis of preparation (continued)

 

New standards, interpretations and amendments adopted by the Group (continued)

 

IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets

 

The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may be revalued by reference to observable data by either adjusting the gross carrying amount of the asset to market value or by determining the market value of the carrying value and adjusting the gross carrying amount proportionately so that the resulting carrying amount equals the market value. In addition, the accumulated depreciation or amortisation is the difference between the gross and carrying amounts of the asset. The Group did not record any revaluation adjustments during the current interim period.

 

IAS 24 Related Party Disclosures

 

The amendment is applied retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services. This amendment is not relevant for the Group as it does not receive any management services from external parties.

 

Annual improvements 2011-2013 Cycle

 

IFRS 3 Business Combinations

 

The amendment is applied prospectively and clarifies for the scope exceptions within IFRS 3 that:

Joint arrangements, not just joint ventures, are outside the scope of IFRS 3.

This scope exception applies only to the accounting in the financial statements of the joint arrangement itself.

 

The Group is not a joint arrangement, and thus this amendment is not relevant for the Group and its subsidiaries.

 

IFRS 13 Fair Value Measurement

 

The amendment is applied prospectively and clarifies that the portfolio exception in IFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IFRS 9 (or IAS 39, as applicable). The Group does not apply the portfolio exception in IFRS 13.

 

IAS 40 Investment Property

 

The description of ancillary services in IAS 40 differentiates between investment property and owner-occupied property (i.e., property, plant and equipment). The amendment is applied prospectively and clarifies that IFRS 3, and not the description of ancillary services in IAS 40, is used to determine if the transaction is the purchase of an asset or a business combination. In previous periods, the Group has relied on IFRS 3, not IAS 40, in determining whether an acquisition is of an asset or is a business acquisition. Thus, this amendment does not impact the accounting policy of the Group.

3. Acquisition of additional interest in associate

 

In March-April 2015, the Group acquired an additional 6.97% interest in one of its associate, JSC Sibneftegeofizika, increasing its ownership interest to 46.44%. Consideration comprised 53,350 and was settled in full in the first half of 2015 to the unrelated party.

 

The total investment in the associate is still accounted for using the equity method, since control was not obtained under requirements of IFRS 10 Consolidated Financial Statements.

 

 

4. Segment information

 

For management purposes, the Company is organized into business units based on their products and services, and has two reportable operating segments which are Seismic segment and Data processing and interpretation (DPI) segment. Seismic segment includes conducting seismic works for the purpose of search and exploration of oil and gas fields, comprising oilfield seismic works in two or three dimensions, field seismic works in a land-sea transit zone. DPI segment includes processing of seismic and geophysical data, structural interpretation of results of processing, dynamic processing and interpretation of results of processing.

 

Information on transactions of the holding and managerial companies which conduct managerial services and financial and investment activities was included into the Corporate block, that is not separate operating segment. Information on transactions of the small non-core companies (subsidiaries) was included into the Other block, that is not separate operating segment.

 

Transfer prices between Seismic segment, DPI segment and Corporate block are on an arm's length basis in a manner similar to transactions with third parties. Internal revenues and expenses primarily pertain to management services rendered by Corporate block to Seismic segment and DPI segment. In the periods presented below, the Group operated primarily in the Russian Federation and Kazakhstan.

 

The following tables present revenue and profit information regarding the Group's segments for the six months ended 30 June 2015 and 2014, respectively. Intersegment revenues and intersegment costs are presented for reference only and are not taken into account in calculating gross profit.

 

For six months ended

30 June 2015 (unaudited)

Seismic

segment

DPI

segment

Others

Corporate

block

Adjustments and eliminations

Total

Revenue - external

9,861,734

166,608

5,650

1,368

-

10,035,360

Revenue to other segments

21,102

59,652

8,498

151,076

(240,328)

-

Cost of sales

(8,203,270)

(198,383)

(21,957)

(994)

-

(8,424,604)

Intersegment expenses

(215,949)

(24,180)

(199)

-

240,328

-

Gross profit/(loss)

1,658,464

(31,775)

(16,307)

374

-

1,610,756

General and administrative expenses

(744,025)

(93,129)

(9,567)

(178,270)

-

(1,024,991)

Other operating income

60,644

7,287

752

3,008

-

71,691

Other operating expense

(508,472)

(8,393)

(5,334)

(24,498)

-

(546,697)

Operating profit/(loss)

466,611

(126,010)

(30,456)

(199,386)

-

110,759

 

 

4. Segment information (continued)

 

For six months ended

30 June 2014 (unaudited)

Seismic

segment

DPI

segment

Others

Corporate

block

Adjustments and eliminations

Total

Revenue - external

10,295,926

96,168

3,530

2,608

-

10,398,232

Revenue to other segments

63,471

66,585

13,584

491,742

(635,382)

-

Cost of sales

(8,213,099)

(164,993)

(25,859)

(880)

-

(8,404,831)

Intersegment expenses

(545,695)

(76,538)

-

(13,149)

635,382

-

Gross profit/(loss)

2,082,827

(68,825)

(22,329)

1,728

-

1,993,401

General and administrative expenses

(640,846)

(97,082)

(10,759)

(455,634)

-

(1,204,321)

Other operating income

63,418

822

1,249

3,826

-

69,315

Other operating expense

(293,278)

(4,092)

(7,742)

(2,436)

-

(307,548)

Operating profit/(loss)

1,212,121

(169,177)

(39,581)

(452,516)

-

550,847

 

Calculation of the adjusted EBIT and adjusted EBITDA from operating profit/(loss):

 

For six months ended

30 June 2015 (unaudited)

Seismic

segment

DPI

segment

Others

Corporate

block

Adjustments and eliminations

Total

Operating profit/(loss)

466,611

(126,010)

(30,456)

(199,386)

-

110,759

Restructuring and redundancy costs

113,445

-

5,377

25,061

-

143,883

Prior year taxes and related provisions

68,530

-

-

-

-

68,530

Distribution of Corporate overheads

(170,613)

(2,882)

-

173,495

-

-

Adjusted EBIT

477,973

(128,892)

(25,079)

(830)

-

323,172

Depreciation of property, plant and equipment

1,246,175

34,483

7,724

2,444

-

1,290,826

Amortization of intangible assets

10,414

45,508

6

2,331

-

58,259

Loss on disposals of property, plant and equipment and other assets

147,450

4,260

635

-

-

152,345

Adjusted EBITDA

1,882,012

(44,641)

(16,714)

3,945

-

1,824,602

 

 

4. Segment information (continued)

 

For six months ended

30 June 2014 (unaudited)

Seismic

segment

DPI

segment

Others

Corporate

block

Adjustments and eliminations

Total

Operating profit/(loss)

1,212,121

(169,177)

(39,581)

(452,516)

-

550,847

Restructuring and redundancy costs

96,797

-

-

47,748

-

144,545

Distribution of Corporate overheads

(397,637)

(3,714)

-

401,351

-

-

Adjusted EBIT

911,281

(172,891)

(39,581)

(3,417)

-

695,392

Depreciation of property, plant and equipment

1,281,345

30,040

12,829

4,105

-

1,328,319

Amortization of intangible assets

8,190

20,988

-

2,430

-

31,608

Loss/(gain) on disposalsof property, plant and equipment and other assets

98,355

(1,852)

2,676

-

-

99,179

Adjusted EBITDA

2,299,171

(123,715)

(24,076)

3,118

-

2,154,498

 

Restructuring and redundancy costs incurred during first half of 2015 primarily relates to the reduction of staff and disposal of certain equipment, warehouses and bases in connection with the optimization of the Company's corporate structure and business units management structure and certain restructuring of several operating subsidiaries.

 

In the 2014 the Group has decided to liquidate three small non-core subsidiaries to eliminate unfeasible maintenance costs. Two subsidiaries Seysmos LLC and Khantymansiyskgeofizika LLC service are incorporated in Russian Federation and one, Ishimgeofizika LLC, is domiciled in Kazakhstan. The liquidation is expected to be finalized by the end of 2015. Loss before tax incurred by these subsidiaries and is included within Restructuring and redundancy costs of other subsidiaries for the six months ended 30 June 2015.

 

During the 6 month period ended 30 June 2015 and 2014, the Group earned its external revenue by its geographical areas as follows:

For six months ended

30 June2015

30 June2014

Russia

9,429,691

9,874,406

Kazakhstan and international projects

605,669

523,826

Total external sales

10,035,360

10,398,232

 

As of 30 June 2015 and 31 December 2014, the Group had its goodwill and intangible assets, property, plant and equipment and investments in associates by their geographical areas as follows:

As at30 June2015

As at

31 December 2014

Russia

17,377,681

18,646,043

Kazakhstan and international projects

954,736

1,092,091

Total goodwill and intangible assets, property, plant and equipment and investments in associates

18,332,417

19,738,134

 

5. Property, plant and equipment

 

Property, plant and equipment as at 30 June 2015 comprised the following:

 

Buildings

and

structures

Machinery

and

equipment

Vehicles

Other

Construction in progress

Total

Gross book value

Balance as at 31 December 2014

4,327,441

15,035,278

3,795,392

347,500

1,811

23,507,422

Additions

41,252

219,804

19,911

7,852

-

288,819

Transfers

1,811

-

-

-

(1,811)

-

Disposals

(59,664)

(605,273)

(93,699)

(26,375)

-

(785,011)

Translation difference

(13,338)

(43,103)

(10,808)

(1,230)

-

(68,479)

Balance as at 30 June 2015

4,297,502

14,606,706

3,710,796

327,747

-

22,942,751

Accumulated depreciation and impairment

Balance as at 31 December 2014

(1,243,620)

(5,740,795)

(1,710,464)

(165,346)

-

(8,860,225)

Depreciation

(149,335)

(1,017,236)

(214,398)

(30,375)

-

(1,411,344)

Disposals

30,082

410,719

69,885

14,376

-

525,062

Translation difference

4,747

24,277

5,517

374

-

34,915

Balance as at 30 June 2015

(1,358,126)

(6,323,035)

(1,849,460)

(180,971)

-

(9,711,592)

Net book value

Balance as at 31 December 2014

3,083,821

9,294,483

2,084,928

182,154

1,811

14,647,197

Balance as at 30 June 2015

2,939,376

8,283,671

1,861,336

146,776

-

13,231,159

 

The above amounts include vehicles under finance lease agreements. Net book value of these vehicles comprised 8,009 as of 30 June 2015 (31 December 2014: 13,913).

 

Collateral

 

Properties with a carrying amount of 1,607,311 are subject to a registered debenture to secure bank loans (31 December 2014: 1,865,065) (Note 23).

 

 

6. Other non-current assets

 

Other non-current assets comprised the following:

As at30 June2015

As at

31 December 2014

Long-term borrowings issued

274,443

274,443

Advances issued for CAPEX

122,588

47,106

Other

4,312

4,312

Total

401,343

325,861

 

The borrowing in the amount of 274,443 is denominated in Russian rubles issued to unrelated party, matures on 31 December 2016 and bear interest rate of 10% p.a.

 

7. Inventories

 

Inventories comprised the following:

As at30 June2015

As at

31 December 2014

Raw materials, fuel and spare parts (net of provision for obsolete and slow-moving items)

1,570,562

2,209,506

Work-in-progress

1,298,338

241,108

Finished goods and goods for resale

76,215

99,847

Total

2,945,115

2,550,461

 

The amount of inventories recognized in cost of sales for six months ended 30 June 2015 and 30 June 2014 was 1,932,136 and 2,012,217 respectively. The amount of provision for inventory obsolescence was 39,705 as at 30 June 2015 (31 December 2014: 35,982).

 

 

8. Accounts receivable and prepayments

 

Trade and other receivables comprised the following:

As at30 June2015

As at

31 December 2014

Financial receivables

Trade receivables (net of bad debt provision)

3,237,161

2,599,043

Other receivables

388,424

358,509

Non-financial receivables

Amounts due from customers for construction works

5,388,760

6,726,845

Advances issued

445,397

516,852

Total

9,459,742

10,201,249

 

Trade receivables are non-interest bearing and are normally settled within 12 months from the origination date.

 

Receivables and advances issued are presented net of provision for impairment of 179,459 and 140,101 as at 30 June 2015 and 31 December 2014, respectively.

 

 

9. Other financial assets

 

Other financial assets comprised the following:

 

As at30 June2015

As at

31 December 2014

Loans issued

238,143

239,848

Interest receivable on loans issued

104,436

81,325

Total

342,579

321,173

 

Loans issued to third parties are unsecured, denominated in RUR, mature within one year and bear interest rate between 12% and 14%.

10. Cash and cash equivalents

 

Cash and cash equivalents comprised the following:

 

As at30 June2015

As at

31 December 2014

Cash in hand

902

1,934

Cash denominated in RUR

924,114

420,418

Cash denominated in USD

3,330

199

Cash denominated in EUR

4,481

1,798

Cash denominated in other currencies

17,842

11,494

Short-term deposits in RUR

28

770,848

Total

950,697

1,206,691

 

Cash represents current bank accounts that carry no interest and demand deposits maturing in less than 3 months.

 

 

11. Loans and borrowings

 

Long-term and short-term borrowings comprised the following:

 

Security

Effective

interest rate

As at30 June 2015

As at

31 December 2014

Current liabilities

Short-term bank loans

secured

9.9%-16.2%

3,365,651

4,386,155

Current portion of long-term bank loans

secured

2.3%-17.8%

3,772,362

3,096,819

Total short-term loans and borrowings

7,138,013

7,482,974

Non-current liabilities

Long-term bank loans

secured

2.3%-17.8%

3,152,274

4,958,489

Bonds

10.5%

2,975,116

2,971,379

Long-term borrowings

-

9,775

Total long-term loans and borrowings

6,127,390

7,939,643

Total loans and borrowings

13,265,403

15,422,617

 

At the beginning of 2013 the Group entered into non-revolving credit line agreement with Sberbank denominated in euro at interest rate calculated as EURIBOR plus 2.15%. Amount of raised financing amounts to 14,900,000 euro (599,522) and matures in December 2017. The liability over this credit line in the amount of 274,838 and 274,838 is reported within Long-term bank loans and Current portion of long-term bank loans, respectively as of 30 June 2015.

All other loans and borrowings presented in the table above are at fixed rates and are denominated in Russian rubles.

In October 2013, the Group placed issue of documentary interest-bearing non-convertible bearer stock bonds (registration number 4-01-55378-E) with a total nominal value of RUB 3 billion and the term of 5 years at Moscow Exchange. Coupon payments are made on semi-annual basis of fixed rate of 10.5% p.a. for the first six coupon periods. According to the Bank of Russia Board of Directors Resolution as of 29 November 2013, bonds were included into the Lombard List.

11. Loans and borrowings (continued)

 

Long-term loans and borrowings are payable in the following periods:

 

As at30 June2015

As at

31 December 2014

1 to 2 years

1,004,072

1,897,392

3 to 5 years

5,123,318

6,042,251

Total

6,127,390

7,939,643

 

Pledge obligations and description of security are disclosed in Note 23.

 

 

12. Accounts payable and promissory notes payable

 

Trade and other payables comprised the following:

 

As at30 June2015

As at

31 December 2014

Trade payables

4,661,934

4,281,596

Payables to employees

791,435

991,684

Advances received

6,755

293,516

Interest payable

193,932

195,857

Amounts due to customers under construction contracts

10,716

151,768

Other payables

187,228

98,344

Total

5,852,000

6,012,765

 

Trade payables are non-interest bearing and are normally settled on 60-day terms. Other payables are non-interest bearing and have an average term of six month.

 

Notes issued comprised the following:

 

Interest

rate

As at30 June2015

As at

31 December 2014

Short-term promissory notes payable:

Notes issued to third parties for equipment (Sercel)

7%

144,043

287,656

Notes issued to third parties for equipment (UniQ)

4%

436,846

674,208

Notes issued to third parties for services and supplies

0%

114,231

-

Total

695,120

961,864

 

Effective interest rate for promissory notes issued by the Group to finance the purchase of Uniq equipment in 2013 was 7% while contractual interest rate comprised 4%.

 

Effective interest rate accrual in the amount of 18,208 and 12,404 was recognized within finance expense for the six months ended 30 June 2015 and 2014 respectively.

 

12. Accounts payable and promissory notes payable (continued)

 

In August 2014 the Group entered into supply agreement with Sercel for acquisition of new seismic equipment in the amount of 11,465,720 euro (596,089). The purchase was made on deferred payments terms through ten equal installments by September 2019 at EURIBOR 6m + 2.8% p.a.

 

As of 30 June 2015 current portion of this liability in the amount of 141,075 is recorded within trade payables and amounts of 493,765 due beyond 2015 are presented within Other long-term liabilities (31 December 2014: 156,720 and 626,878, respectively).

 

 

13. Other taxes payable and provisions

 

Other taxes and charges payable comprised the following:

 

As at30 June2015

As at

31 December 2014

Value-added tax payable

1,896,148

1,470,947

Social taxes payable

785,129

403,613

Personal income tax payable

419,439

135,231

Property tax payable

34,073

23,186

Other taxes and charges

32,283

38,462

Total

3,167,072

2,071,439

 

As of 30 June 2015 provisions amounted to 118,146 (31 December 2014: 157,448) and related to probable tax exposures which were revealed based on on-site tax audits for several previous years.

 

 

14. Construction type contracts

 

The Group sales include revenues from seismic contracts of 9,757,009 and 10,109,912 for the six months ended 30 June 2015 and 2014, respectively.

 

As at30 June2015

As at30 June2014

Accumulated costs under contracts in progress from inception at the reporting date

9,039,093

9,120,174

Accumulated recognized profits less recognized losses under contracts in progress from inception at the reporting date

1,132,151

2,729,971

Balance of advances received

-

37,532

 

The recognition of the revenue from construction type contracts uncompleted as of 30 June 2015 is primarily based on an assumption of profit margins expected to be earned from inception to completion of each contract. If such expected profit margin reduced by one percent, the revenue from such contracts would reduce by 144,572 (30 June 2014: 120,110).

 

15. Revenue

 

Revenue comprised the following:

 

For the six months ended

30 June2015

30 June2014

Field seismic operations

9,757,009

10,109,912

Data processing and interpretation

191,097

145,768

Other revenue

87,254

142,552

Total

10,035,360

10,398,232

 

 

16. Cost of sales

 

Cost of sales comprised the following:

 

For the six months ended

30 June2015

30 June2014

Labor and wages, including mandatory social contribution

3,522,229

3,329,230

Materials and supplies

1,932,136

2,012,217

Depreciation of property, plant and equipment and amortization of intangible assets

1,312,868

1,314,146

Oilfield services

552,646

686,243

Operating lease payments

420,651

288,581

Transportation services

306,150

382,084

Other third parties services

301,046

296,956

Other

76,878

95,374

Total

8,424,604

8,404,831

 

 

17. General and administrative expenses

 

General and administrative expenses for the years ended 31 December comprised the following:

 

For the six months ended

30 June2015

30 June2014

Labor and wages, including mandatory social contribution

682,034

773,328

Third party services

137,476

180,282

Taxes, other than income tax

61,481

52,785

Operating lease

47,878

46,021

Depreciation of property, plant and equipment and amortization of intangible assets

36,217

45,781

Bank charges

17,372

32,440

Other

42,533

73,684

Total

1,024,991

1,204,321

 

 

18. Other operating expenses

 

Other operating expenses comprised the following:

For the six months ended

30 June2015

30 June2014

Loss on disposals of property, plant and equipment and other assets

231,349

99,179

Bad receivables write-offs and provisions

104,473

22,174

Penalties and fines paid

89,485

50,538

Provision for probable claims from tax authorities

25,959

7,049

VAT not recoverable

30,299

12,141

Net loss from service plants and facilities

24,913

17,255

Welfare assistance

8,949

7,827

Free-of-charge transfer of assets and charity

4,761

6,222

Administrative charges and state duties

2,242

3,452

Other expenses

24,267

81,711

Total

546,697

307,548

 

Penalties and fines relate to additional charges for breach in contractual obligations with counterparties in a normal course of business and additional non-income tax charges.

 

 

19. Finance income and expenses

 

Finance income and expenses comprised the following:

For the six months ended

30 June2015

30 June2014

Interest expense on loans and borrowings

971,622

782,810

Bank guarantee

31,524

14,127

Interest expense on finance lease

861

600

Bank charges on loans and loan accounts

441

4,356

Other finance expenses

-

1,332

Total finance expenses

1,004,448

803,225

Total finance income

35,041

43,646

Net finance income and expenses

969,407

759,579

 

 

20. Foreign exchange

 

Transactions in foreign currencies are translated to the respective functional currency, which is Russian Ruble for the subsidiary companies located in the Russian Federation and Kazakh Tenge for subsidiary companies located in the Kazakhstan at exchange rates ruling at the dates of the transactions.

 

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date.

 

Foreign currency differences arising in translation are recognized in the statement of comprehensive income. Net foreign exchange gain for the six month period ended 30 June 2015 recognized in profit or loss amounted to 259,215 (loss for the six month period ended 30 June 2014 amounted to 10,512).

21. Earnings per share

 

The information on the earnings and number of shares used for determining basic and diluted earnings per share is presented below:

 

For the six months ended

30 June2015

30 June2014

Net loss attributable to ordinary equity holders of the parent

(481,966)

(294,000)

Effect of dilution

-

-

Net loss attributable to ordinary equity holders of the parent adjusted to the effect of dilution

(481,966)

(294,000)

Weighted average number of ordinary shares for basic earnings per share

20,833,400

20,833,400

Effect of dilution

-

-

Weighted average number of ordinary shares adjusted to the effect of dilution

20,833,400

20,833,400

Loss per share (in rubles)

(23.13)

(14.11)

 

No other transactions with ordinary shares or potential ordinary shares were performed between the reporting date and the date of these financial statements.

 

 

22. Financial instruments

 

The Group's financial instruments comprise accounts receivable and payable, loans receivable, loans payable, and cash, which arise directly from its operations. During the reporting period, the Group did not undertake trading in financial instruments.

 

Credit risk

 

Financial assets, which potentially subject Group entities to credit risk, consist principally of trade receivables (Note 8).

 

The Group has policies in place to ensure that sales of services are made to customers with an appropriate credit history. The carrying amount of accounts receivable, net of provision for impairment of receivables, represents the maximum amount exposed to credit risk.

 

The Group has no significant concentrations of credit risk. Although collection of receivables could be influenced by economic factors, management believes that there is no significant risk of loss to the Group beyond the allowance already recorded.

 

The aging of accounts receivable at the reporting date was:

 

30 June 2015

31 December 2014

Gross

Impairment

Gross

Impairment

Current

3,625,585

-

2,957,552

-

Past due and impaired

104,820

104,820

72,492

72,492

 

22. Financial instruments (continued)

 

Interest rate risk

 

At the beginning of 2013 the Group entered into non-revolving credit line agreement with Sberbank denominated in euro at interest rate calculated as EURIBOR plus 2.15% p.a. (Note 11). The following demonstrates the sensitivity of the Group's profit before tax to a reasonably possible change in EURIBOR rate, with all other variables held constant.

 

Effect on income/(loss) before tax

for the six months ended

Change of EURIBOR rate, %

30 June2015

30 June2014

'+0.1%

(550)

(304)

'-0.1%

550

304

 

In August 2014 the Group entered into supply agreement with Sercel for acquisition of new seismic equipment in the amount of 11,465,720 euro (634,840 as of 30 June 2015, Note 12). The purchase was made on deferred payments terms through ten equal installments by September 2019 at EURIBOR 6m + 2.8% p.a. The following demonstrates the sensitivity of the Group's profit before tax to a reasonably possible change in EURIBOR rate, with all other variables held constant.

 

Effect on income/(loss) before tax

for the six months ended

Change of EURIBOR rate, %

30 June2015

30 June2014

 '+0.1%

635

-

 '-0.1%

(635)

-

 

The interest rates on other long-term loans of the Group are fixed and therefore do not result in susceptibility of upward interest rate risk through market value fluctuations of interest-bearing loans payable. As at 30 June 2015 the Group did not hedge its interest rate risk.

 

Market risk

 

Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices. The Group manages market risk through periodic estimation of potential losses that could arise from adverse changes in market conditions.

 

Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with its financial liabilities. Liquidity requirements are monitored on a regular basis and management ensures that sufficient funds are available to meet any commitments as they arise.

 

22. Financial instruments (continued)

 

Liquidity risk (continued)

 

The following table shows the undiscounted contractual maturities of liabilities as at 30 June 2015:

 

0-6 months

7-12 months

2 to 5 years

Over 5 years

Total

Bank loans

3,179,595

3,958,418

3,152,274

-

10,290,287

Bonds

-

-

3,000,000

-

3,000,000

Interest payable

902,623

616,743

1,038,660

-

2,558,026

Notes payable

637,092

114,231

-

-

751,323

Lease liabilities

849

975

3,615

-

5,439

Trade accounts payable

 4,591,396

70,538

493,765

-

5,155,699

Payables to employees

791,435

-

-

-

791,435

Other payables

187,228

-

-

-

187,228

Total

10,290,218

4,760,905

7,688,314

-

22,739,437

 

The following table shows the undiscounted contractual maturities of liabilities as at 31 December 2014:

 

0-6 months

7-12 months

2 to 5 years

Over 5 years

Total

Bank loans

4,057,479

3,425,495

4,968,264

-

12,451,238

Bonds

-

-

3,000,000

-

3,000,000

Interest payable

966,151

750,003

2,404,398

-

4,120,552

Notes payable

395,788

645,518

-

-

1,041,306

Lease liabilities

1,634

849

4,589

-

7,072

Trade accounts payable

4,203,236

78,360

626,878

-

4,908,474

Payables to employees

991,684

-

-

-

991,684

Other payables

98,344

-

-

-

98,344

Total

10,714,316

4,900,225

11,004,129

-

26,618,670

 

Foreign currency risk

 

The Group is not engaged in hedging activity to mitigate its foreign currency risk. The Group limits foreign currency risk by monitoring changes in exchange rates in the currencies in which its loans and borrowings are denominated.

 

The Group has the following USD-denominated financial assets and liabilities:

 

As at30 June

2015

As at 31 December

2014

(in thousands of US dollars)

Assets

Accounts receivable

83

37

Cash and cash equivalents

60

4,712

Liabilities

Promissory notes

(9,026)

(13,426)

Accounts payable

(6,376)

(6,799)

 

22. Financial instruments (continued)

 

Foreign currency risk (continued)

 

The Group has the following EUR-denominated financial assets and liabilities:

 

As at30 June

2015

As at 31 December

2014

(in thousands of EUR)

Accounts receivable

11

2,006

Cash and cash equivalents

73

26

Loans and borrowings

(8,939)

(8,941)

Accounts payable

(10,408)

(11,602)

 

Sensitivity analysis

 

The following demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate, with all other variables held constant, of the Group's profit before tax (due to changes in the fair value of monetary assets and liabilities).

 

As at 30 June 2015, it is estimated that a 28.54% strengthening of RUR against USD, with all other variables held constant, would increase the Group's profit for the six months ended 30 June 2015 by 241,803 (30 June 2014: 10.21% increase by 88,744). This analysis has been determined assuming that the change in foreign exchange rates had occurred at the reporting date and had been applied to the foreign currency balances to which the Group has significant exposure as stated above, and that all other variables, in particular interest rates, remain constant.

 

Respective 28.54% and 20.00% weakening of the RUR against USD at 30 June 2015 and 2014 would have had the opposite effect on the amounts shown above in the amount of 241,803 and 173,838 respectively, on the basis that all other variables remain constant.

 

Change ofRUR to USD

exchange rate, %

Effect on income/(loss)

before tax

6 months 2015

'+28.54%

(241,803)

-28.54%

241,803

6 months 2014

'+20.00%

(173,838)

-10.21%

88,744

 

The following demonstrates the sensitivity to a reasonably possible change in the EUR exchange rate, with all other variables held constant, of the Group's profit before tax (due to changes in the fair value of monetary assets and liabilities).

 

As at 30 June 2015, it is estimated that a 29.58% strengthening of RUR against EUR, with all other variables held constant, would increase the Group's profit for the six months ended 30 June 2015 by 350,544 (30 June 2014: 8.63% increase by 41,315). This analysis has been determined assuming that the change in foreign exchange rates had occurred at the reporting date and had been applied to the foreign currency balances to which the Group has significant exposure as stated above, and that all other variables, in particular interest rates, remain constant.

22. Financial instruments (continued)

 

Sensitivity analysis (continued)

 

Respective 29.58% and 20.00% weakening of the RUR against EUR at 30 June 2015 and 2014 would have had the opposite effect on the amounts shown above in the amount of 350,544 and 95,748 respectively, on the basis that all other variables remain constant.

 

Change ofRUR to EUR

exchange rate, %

Effect on income/(loss)

before tax

6 months 2015

'+29.58%

(350,544)

-29.58%

350,544

6 months 2014

'+20.00%

(95,748)

-8.63%

41,315

 

Fair value of financial instruments

 

The management believes that the fair value of the Group's financial assets and liabilities approximates their carrying amounts except for bonds. The difference between fair value and carrying value of Group's rouble-denominated bonds issued at 10.5% p.a. arises due to higher cost of capital, increased inflation and uncertainty regarding economic growth discussed in Note 23. Carrying value of bonds as of 30 June 2015 comprises 2,975,116 while their fair value comprises 2,641,241.

 

Capital management

 

The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to maintain an optimal capital structure to reduce cost of capital and to support its business and maximize shareholder value.

 

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

 

The Group's current policy is not to pay any dividends.

 

The Group monitors capital using a range of ratios, including gearing ratio, which is net debt divided by total capital plus net debt. The Group includes the following within net debt: loans payable, finance lease obligations, less cash and cash equivalents and other financial instruments easily convertible to cash.

As at

30 June

2015

As at 31 December

2014

Loans and borrowings payable

13,265,403

15,422,617

Notes issued for CAPEX

580,889

961,864

Finance lease obligations

5,439

7,072

Less: cash and cash equivalents

(950,697)

(1,206,691)

Net debt

12,901,034

15,184,862

Equity

8,154,202

8,814,759

Capital and net debt

21,055,236

23,999,621

Gearing ratio

0.61

0.63

 

23. Risks, commitments and contingencies

 

Operating environment of the Group

 

Russia continues economic reforms and the development of its legal, tax and regulatory frameworks as required by a market economy. The future stability of the Russian economy is largely dependent upon these reforms and developments and the effectiveness of the economic, financial and monetary measures taken by the government. Management believes it is taking the appropriate measures to support the sustainability of the Company's business in the current circumstances.

 

In 2014 and 2015 Russian economy was negatively impacted by a significant drop in crude oil prices and a significant devaluation of the Russian Rouble, as well as sanctions imposed on Russia by several countries. In December 2014, the Rouble interest rates have increased significantly after the Central Bank of Russia raised its key rate to 17 percent. The combination of the above resulted in reduced access to capital, a higher cost of capital, increased inflation and uncertainty regarding economic growth, which could negatively affect the Group's future financial position, results of operations and business prospects. As of the date of the issuance of these consolidated financial statements the key rate of the Central Bank of Russia reduced to 11 percent.

 

The combination of the above resulted in a higher cost of capital, increased inflation and uncertainty regarding further economic growth, which could negatively affect the Company's future financial position, results of operations and business prospects.

 

Management believes it is taking the appropriate measures to support the sustainability of the Company's business in the current circumstances.

 

Liquidity

 

The Russian economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. The global financial crisis has resulted in capital markets instability, significant deterioration of liquidity in the banking sector, and tighter credit conditions within Russia. While the Russian Government has introduced a range of stabilization measures aimed at providing liquidity and supporting debt refinancing for Russian banks and companies, there continues to be uncertainty regarding the access to capital and cost of capital for the Group and its counterparties, which could affect the Group's financial position, results of operations and business prospects (please also refer to Note 25).

 

While management believes it is taking appropriate measures to support the sustainability of the Group's business in the current circumstances, unexpected further deterioration in the areas described above could negatively affect the Group's results and financial position in a manner not currently determinable.

 

Taxation

 

Legislation and regulations regarding taxation in Russia continue to evolve. The various legislation and regulations are not always clearly written and their interpretation is subject to the opinions of the local, regional and national tax authorities. Instances of inconsistent opinions are not unusual.

 

23. Risks, commitments and contingencies (continued)

 

Taxation (continued)

 

The current regime of penalties and interest related to reported and discovered violations of Russia's laws, decrees and related regulations is severe. Interest and penalties are levied when an understatement of a tax liability is discovered. As a result, the amounts of penalties and interest can be significant in relation to the amounts of unreported taxes.

 

In Russia tax returns remain open and subject to inspection for a period of up to three years. The fact that a year has been reviewed does not close that year, or any tax return applicable to that year, from further review during the three-year period.

 

Russian transfer pricing legislation, which came into force on 1 January 2012, allows the Russian tax authority to apply transfer pricing adjustments and impose additional profits tax liabilities in respect of all "controlled" transactions if the transaction price differs from the market price. The list of "controlled" transactions includes transactions performed with related parties and foreign trade transactions. The adopted Russian transfer pricing rules have considerably increased the compliance burden for the taxpayer compared to the transfer pricing rules which were in effect before 2012 due to, inter alia, shifting the burden of proof from the Russian tax authorities to the taxpayers. Pursuant to the new rules, the taxpayer shall justify the prices applied for such transactions. These rules are applicable not only to the transactions taking place in 2012 but also to the prior transactions with related parties if related income and expenses were recognized in 2012. The new provisions apply for both foreign trade and domestic transactions. For domestic transactions the transfer pricing rules apply only if the amount of all transaction with related party exceeds RUR 3 billion in 2012, RUR 2 billion in 2013 and RUR 1 billion in 2014 and further. In cases where the domestic transaction resulted in an accrual of additional tax liabilities for one party, another party could correspondingly adjust its profit tax liabilities. Special transfer pricing rules apply to transactions with securities and derivatives.

 

On 24 November 2014 Federal Law No. 376-FZ of the Russian Federation, effective 1 January 2015, concerning the introduction of amendments to part one and two of the Tax Code of the Russian Federation (regarding the taxation of profit of Controlled Foreign Companies and tax residence of Foreign Companies in Russia) was enacted. The Company management does not expect the above amendments would have a material impact on the Company's financial position or results of operations.

 

The Group determined its tax liabilities arising from these "controlled" transactions using actual transaction prices under such loan agreements. As for other controlled transactions, control procedures to ensure consistency between the prices used in the controlled transaction prices and the level of market prices for the purposes of taxation have been developed and approved. The activities performed focus on minimizing tax risks.

 

Overall, management believes that the Group has paid or accrued all taxes that are applicable. For taxes where uncertainty exists, the Company has accrued tax liabilities based on management's best estimate of the probable outflow of resources embodying economic benefits, which will be required to settle these liabilities. Possible liabilities which were identified by management at the reporting date as those that can be subject to different interpretations of the tax laws and regulations and are not accrued in the consolidated financial statements as of the reporting date could be up to 1,506,562 (1,641,700 as of 31 December 2014).

23. Risks, commitments and contingencies (continued)

 

Compliance with covenants

 

The Group is obliged to comply with a number of restrictive financial and other covenants contained in its loan agreements. Such covenants include maintaining certain financial ratios. As of 30 June 2015 and as of 31 December 2014, the Group was in compliance with all restrictive financial and other covenants contained in its loan agreements.

 

Insurance

 

The insurance industry in the Russian Federation is in a developing state and many forms of insurance protection common in other parts of the world are not yet generally available. The Group does not have full coverage for its plant facilities, business interruption, or third party liability in respect of property or environmental damage arising from accidents on Group property or relating to Group operations. Until the Group obtains adequate insurance coverage, there is a risk that the loss or destruction of certain assets could have a material adverse effect on the Group's operations and financial position.

 

Litigation

 

Group companies remain as a defendant in legal actions filed through 2013-2015 against them by a number of third parties. Management believes that there are no current claims outstanding, which could have a material effect on the consolidated results of operations or consolidated financial position of the Group and which have not been accrued or disclosed in these consolidated financial statements.

 

Pledge obligations

 

Pledged property, plant and equipment

 

As at 30 June 2015, the Group entered into a number of loan agreements and revolving credit line agreements, which were secured by the Group's property, plant and equipment. The carrying value of the property, plant and equipment pledged at the reporting date amounts to 1,607,311 (31 December 2014: 1,865,065).

 

Pledged rights to claim cash

 

As at 30 June 2015, the Group entered into a number of loan agreements and revolving credit line agreements, which were secured by the pledge of property rights representing rights to claim cash under the customer agreements for conducting seismic works. The pledged rights to claim cash at the reporting date amounted to 3,497,472 (31 December 2014: 3,836,179).

 

 

24. Related party transactions

 

The following table provides the total amount of transactions that have been entered into with related parties during the six month periods ended 30 June 2015 and 30 June 2014, as well as balances with related parties as of 30 June 2015 and 31 December 2014:

 

Revenue

 

Associated company

for the six months ended

30 June2015

30 June2014

Revenue

Field seismic operations

-

31,789

Other services

69

135

Total

69

31,924

 

Outstanding balances

 

Associated company

30 June2015

31 December 2014

Accounts receivable

9,785

7,800

Advances issued

600

600

Accounts payable

(3,194)

(3,194)

Advances received

(1,611)

(1,611)

Total

5,580

3,595

 

All outstanding balances with related parties are to be settled in cash or through services rendered in case of advances within six months after the reporting date. None of the balances is secured.

 

Pricing policy

 

Related party transactions are based on market prices and are effected on an arm's length basis in a manner similar to transactions with third parties.

 

Key management personnel

 

The Company enters into transactions with its directors and other key management personnel in the normal course of business. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly and includes Chief Executive Officer, Executive Directors, members of the Board of Directors, Chief Financial Officer and Vice-Presidents of the Company.

 

For the six month period ended 30 June 2015, the remuneration paid to key management personnel amounted to 36,180 (six month period ended 30 June 2014: 52,596).

 

25. Events subsequent to the reporting date

 

In August 2015 PJSC Bank "Otkritie Financial Corporation" provided a new credit line facility to PJSC "GEOTECH Seismic Services" in the amount of 6.5 billion rubles maturing 29 July 2022 at 15% p.a. Following the receipt of funds from Bank "Otkritie FC" the Group's total debt amount will remain unchanged as credit line will be used to refinance existing obligations.

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