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Final Results

21 Mar 2016 07:00

RNS Number : 6654S
JKX Oil & Gas PLC
21 March 2016
 

 

 

 6 Cavendish Square, London W1G 0PD, England, UK

Tel: +44 (0)20 7323 4464 Fax: +44 (0)20 7323 5258

Website: http://www.jkx.co.uk

 

FOR IMMEDIATE RELEASE

21 March 2016

 

JKX Oil & Gas plc

('JKX' or the 'Company')

FINAL RESULTS

FOR THE YEAR ENDED 31 DECEMBER 2015

 

Key financials

· Revenue: $88.5m (2014: $146.2m)

· Loss from operations before exceptional charges: $10.7m (2014: $11.6m profit)

· Exceptional charges: $64.9m (2014: $72.5m)

· Loss for the year $81.5m (2014: $79.5m)

· Loss per share: 47.32 cents (2014: 46.21 cents)

· Net cash generated from operating activities: $9.1m (2014: $47.5m)

· Capital expenditure: $8.7m (2014: $42.3m)

 

Operational highlights

· Board of Directors replaced by shareholders at a General Meeting on 28 January 2016

· Average production of 8,996 boepd (2014: 9,919 boepd)

· No development drilling in 2015 due to cash constraints

· Well-27 restored at the Koshekhablskoye field in Russia

· Six 35-year production licences awarded in Hungary (JKX 100%)

 

Outlook

· New Board reviewing all development projects and enhancement opportunities as part of a wider review of future strategy

 

Tom Reed, JKX's new CEO, said, "Since the appointment of the new Board on 28 January 2016, we have visited all the main assets of the Group and identified significant scope for operational improvements and cost savings across JKX.

 

Areas of legacy risk exist primarily related to production tax litigation in Ukraine, which we are confident that we can continue to manage.

 

We are encouraged by the physical characteristics of our reservoirs in Russia and Ukraine, the quality of the staff across JKX, the opportunity for operational and capital spending improvements, and remain committed to improving value per share to all shareholders.

 

There are many challenges facing the Company, and the new Board is committed to a new and transparent approach and to actively engage all shareholders and other stakeholders of the Company in order to turn it around."

For further information please contact:

Stuart Leasor

leasor@em-comms.com

T: +44 20 3709 5711

M: +44 7703 537721

 

Jeroen van de Crommenacker

crommenacker@em-comms.com

T: +44 20 3709 5713

M: +44 7887 946719

CHAIRMAN'S STATEMENT

A fresh perspective

I am pleased to present this report on behalf of the new Board of Directors that was appointed by shareholders on 28 January 2016, charged with bringing a new vision and approach to restore shareholder value at JKX. This change in the Board resulted from proposals made by one of the Company's largest shareholders, who saw that the Company needed a new direction and requisitioned a General Meeting to allow all shareholders to vote on this idea. It is a rare example of genuinely successful shareholder activism in the long history of the London Stock Exchange.

 

At the time of writing I am nearing completion of my second month as Chairman of your Company and so this report details activities that occurred before any of the new Board took office. None of the directors who were in office in 2015 are now with JKX. When combined with the fact that 2015 was a year of continuing low international oil and gas prices combined with volatility and uncertainty in the regions in which JKX operates, the factors behind your Company's results were beyond our control. However I can make two promises: from this point forward your new Board will be completely transparent in how we communicate to shareholders regarding the challenges we face in such an environment and the steps we are taking to restore the Company's fortunes; and we will be resolutely committed to increasing efficiency and reducing needless costs.

 

Performance in 2015

The low oil and gas prices and the lack of capital investment led to the Company's production, profits and operating cash flow falling significantly in 2015. Despite this, the Company has remained cash generative from its operations.

 

The disappointing financial performance and decline in production was exacerbated by the suspension of all but essential capital investment across the Group, the delays in bringing well-27 in Russia back on line, and the intense focus of the Company on various legal proceedings.

 

Ukraine

In Ukraine, the introduction of the 55% rate of production tax, foreign exchange controls and government-imposed restrictions on the sale of gas during the three months to 28 February 2015 led to cash constraints and no capital investment programme during 2015.

 

The investment climate has improved following the reduction of gas production tax rates to 29% for 2016 and the lifting of restrictions on the sale of gas in February 2015. However the Ukrainian economy remains fragile and foreign exchange controls remain in place, making the repatriation of cash extremely difficult.

 

You will no doubt recall that in 2014, the Company commenced arbitration proceedings against Ukraine on the basis of overpayment of production taxes ('Rental Fees'), as explained more fully in Note 27 to the financial statements. During 2015 an international arbitration tribunal issued an Interim Award requiring the Government of Ukraine to limit the collection of Rental Fees on gas produced by PPC to a rate of 28%. This Interim Award remains in effect until final judgement is rendered on the main case, which relates to the overpayment of approximately $180 million in Rental Fees, plus damages to the business. The arbitration hearing is expected to take place in July 2016, which will include witness statements from certain members of the old Board and will result in additional legal costs for JKX.

 

In Ukraine, the Company's subsidiary, Poltava Petroleum Company ('PPC'), continues to experience a combination of aggressive production tax demands for periods up to the end of 2015 and also challenges to its compliance with the terms of its production licences (see Notes 2 and 27 to the financial statements). We have met with representatives of the Ukrainian Government in recent weeks to attempt to find a solution to all our production tax and licencing issues in-country and we are confident that an acceptable solution can be found. I will update shareholders when we have clarity on these issues.

 

Russia

The fall in international oil prices and continued sanctions are having a negative impact on Russia's domestic economy.

 

A combination of continuing low gas prices, which are set by the Russian Government, and the devaluation of the Russian Rouble in 2015 from RR56:$1 to RR72:$1 adversely affected the Group's profit and cash generated from its Russian project in US Dollar terms.

The combination of the recent Russian Rouble devaluation and only a minimal gas tariff increase in the near term has had a negative effect on our plans to expand our current licence portfolio there.

 

Hungary and Slovakia

Despite the recent fall in international oil prices, our exploration and appraisal prospects in Hungary and Slovakia remain attractive. Both economies are relatively stable and the Board is currently reviewing the investment options for these licences in 2016.

 

Cash

The Group's cash balance at the year end of $25.9 million has been significantly reduced in the first two months of 2016 by the $12.3 million redemption payment due under the terms of the convertible bond and the $2.2 million of severance costs and additional remuneration which the previous board approved and paid prior to the General Meeting on 28 January 2016.

 

Cash balances will be further reduced in the coming months due to $3 million of legal costs incurred by Eclairs and Glengary, following the finding against the Company by the Supreme Court of the United Kingdom in respect of the imposed shareholder restrictions. In addition, the Company will also have to pay its own legal costs for the continuation of any international arbitration proceedings (as already noted above).

 

Debt

In accordance with the terms of the Company's $40 million Convertible Bond, $7.2 million of bond payments were made during 2015, and in February 2016 the Company made scheduled early redemption repayments to bondholders of $12.3 million.

 

If all bondholders exercise their option to early redemption in February 2017, as they are entitled to under the terms of the bonds, the Company will owe bondholders a further $30.1 million at that time.

 

Board

Following the replacement of the entire Board on 28 January 2016, the composition of the Board has not complied with the UK Corporate Governance Code in respect of the number of independent Non Executive Directors.

 

The Company has engaged an independent consultant to conduct due diligence on a short-list of candidates and is now in the final phase of appointing two new independent Non Executive Directors. As soon as this has been completed we will be re-establishing board committees to oversee audit, remuneration and nominations, to ensure that JKX has the first class corporate governance that it needs. As a temporary measure, and to ensure appropriate review and process in the release of this report, an Interim Audit Committee consisting of myself and Russell Hoare, your new Chief Financial Officer, was appointed.

 

Outlook

There remain risks noted above in respect of the $30.1 million bond payment which may become due in February 2017, the contingent liabilities in respect of Ukrainian production taxes, the Ukrainian production licence compliance issues and the continued low oil and gas prices, which, if realised, may impact the going concern status of the Company. These risks are fully addressed in Note 2 to the financial statements. However the Directors believe that there is a reasonable basis to mitigate the effects of such eventualities through negotiation with the Ukrainian Government, further operational and cash management measures and other restructuring or refinancing options, which are currently being assessed.

 

During our short period in office we have conducted an initial review of the Group's assets, and the Board believes that JKX assets and staff provide a good platform to consolidate and improve on its existing oil and gas opportunities in central and eastern Europe.

 

It is true that the Board inherited many difficult challenges, but this is why we believed that change was so desperately needed. We remain committed to a transparent approach that actively engages all shareholders and other stakeholders of the Company and you will have already seen the first of what will be regular operational updates. We are confident that we will be able to turn JKX around.

 

Finally, I wish to thank all our shareholders and staff for their support of the Company and the new Board in this period of change. I look forward to working with all stakeholders to restore the value of the Company over the coming months.

 

Paul Ostling

Chairman

 

CHIEF EXECUTIVE'S STATEMENT

 

A fresh perspective

Late in 2015, JKX became the target of shareholder activism on the London Stock Exchange. We saw what appeared to be a company stuck in a rut rather than having a clear strategy to resolve the myriad external challenges it faced in today's political and market environment. The Board that shareholders appointed on 28 January 2016 will actively address these challenges and return your company's focus to oil and gas development.

 

The new Board and I plan to make JKX an example of successful shareholder activism on the London Stock Exchange. We are true believers in shareholder rights and believe shareholder voices must be heard.

 

Over the last 10 years, your company has invested in excess of $925 million in oil and gas field developments and generated cumulative operating cash flows of approximately $1.1 billion, with $12.8 million generated in 2015.

 

This has been achieved without drilling a new well in Russia and without utilising latest generation drilling and completion techniques at our Ukrainian fields. This implies exciting geological potential for both. Hungary has also become more strategic to the Group in 2015 with the addition of six new production licenses.

 

Performance

We were not participants in the Company's performance in 2015, but we are responsible for reporting the financial results to you. As such, we will stick to some simple facts.

 

Average oil and gas production for the year decreased by 9% to 8,996 boepd (2014: 9,919 boepd), primarily due to the suspension of all non-essential capital investment in Ukraine, and no production from well-27 in Russia until December, due to repairs.

 

Group revenue for the year was 39% lower at $88.5m (2014: $146.2m) as a result of lower oil, gas and condensate prices in Ukraine and Russia, which followed international pricing trends, exacerbated by the decline in production.

 

Operating loss before exceptional charges was $10.7m (2014: profit $11.6m) and loss for the year was $81.5m (2014: $79.5m).

 

Ukraine

In Ukraine, we exited 2015 with production at 4,210 boepd and averaged 4,325 boepd for the year, down 10% from 2014. No wells were drilled as capital expenditure was suspended, however the natural decline in production was slowed by workover and well-intervention operations.

 

Russia

At our Koshekahblskoye field in southern Russia, we exited 2015 at 7,271 boepd, and averaged 4,671 boped for the year, down 9% from 2014 due to well-27 not contributing for most of the year.

 

The two-year project to restore production to well-27 was completed in December 2015, improving the 2015 exit production as a result. To date, insurance recoveries related to these restoration costs have been approximately $6.1m.

 

Russian operations are today stable and we will assess the economics of further development opportunities in Russia in comparison to the rest of the company's portfolio of capital investment opportunities.

 

Rest of World

Hungary and Slovakia saw expansion of acreage under licence in 2015. JKX now has a 100% interest in six production licences in Hungary covering an area of 200 sq km, and a 25% interest in four exploration licences in Slovakia covering 1,376 sq km. We will assess the economics of further development opportunities in Hungary and Slovakia in comparison to the rest of the company's portfolio of capital investment opportunities.

 

Reporting and exceptional charges

Within the rules of International Financial Reporting Standards ('IFRS'), we will try to give the most open explanation of risks and potential liabilities as we can, and report performance, failures and major risks as they arise. We will also tell you what we can about our plans to overcome the Company's many challenges.

 

Through our regular frank and open communications we hope to rebuild investor confidence and trust in JKX with both current and future shareholders.

 

In 2015, we have recognised an impairment charge of $51.1m on the carrying value of our oil and gas assets; $49.6m of which relates to our Novo-Nikolaevskoye Complex of fields in Ukraine. The charge arises mainly due to the impact of lower international oil and gas prices on our asset valuations and also due to the increase in the discount rate used for our Ukrainian projects, reflecting heightened economic uncertainty there.

 

We have identified several potential liabilities relating to production taxes in Ukraine for certain periods since 2007, which we believe could have been more clearly communicated to shareholders. Including amounts arising in the second half of 2015, these potential liabilities total $41m and are being actively contested by the company, as described in more detail in Note 27 to the financial statements.

 

Due to a recent judgement against our Ukrainian subsidiary, Poltava Petroleum Company ('PPC'), in the High Administrative Court of Ukraine in respect of one of these cases, a $10.9m provision has been recognised to reflect our estimate of the potential liability. The Board believes that these claims are without merit under Ukrainian law and we will continue to contest them vigorously.

 

An exceptional charge of $3.0m has also been recognised for the legal costs of our two major shareholders, Eclairs and Glengary, which the Company will have to pay as a result of the finding against the Company by the Supreme Court of the United Kingdom that the restrictions placed on these shareholders in 2013 were invalid.

 

Outlook

As long as the current board and I are managing your company, we will stick to a few basic management and communication principles:

A. Transparent reporting of financial performance, as well as challenges and major risks to our business. We will treat the market as our partner, 'Mr. Market'. We will tell our partner what we are thinking as well as our IFRS reporting, and let the share price take care of itself over time.

B. Rational capital allocation based on predicted economic return. No investments which are dependent on multiple expansion, market perception, or an unknown future buyer for positive return.

C. We will manage our operations and field development based on 'what's possible' in the world of petroleum engineering, physics, and execution. Not based on what happened last year or what the drilling equipment that we acquired years ago can do. By targeting maximum engineering performance, and dealing with the local and technical shortcomings as they arise, we create a world-class performance organisation.

Ukraine

In Ukraine, our immediate focus is to re-evaluate the Field Development Plan with global best practices in mind and particularly those practices that have successfully driven the unconventional oil and gas revolution in North America, where production gains were made in geology more challenging than our own.

 

Once we have identified what's possible, we will work quickly to find the combination of talent, technology, and engineering that's right for our fields. The team at PPC is talented and motivated; the staffs are fully committed to establishing themselves as the clear technical, operational and development leader in Ukraine.

 

Russia

In Russia, we will maximise the cash generation from the asset, while reviewing strategic options, including additional development and monetisation options. We are conducting this exercise while challenging ourselves and the local service industry to target international norms for deep, HTHP gas well construction and completion in southern Russia. Our historic well workover costs are many times higher than similar wells in North America and we will understand why that is the case and what we can do about it before spending significant additional capital in the field.

 

Rest of World

In Hungary and Slovakia, we will rebuild the Field Development Plan using best global practices and then adapt that goal for local execution. Attracting world-class services and reasonably priced capital requires scale, which is what we will have in mind while reviewing strategic opportunities in eastern Europe as well.

 

Finally, I wish to thank our staff for their dedication and support of the new Board and I look forward to updating all shareholders in more detail in the coming weeks on our strategy to restore shareholder value at JKX.

 

Tom Reed

Chief Executive Officer

 

FINANCIAL REVIEW

 

Echoing the sentiments of your new Chairman and Chief Executive Officer, I would like to add that it is an honour to have been appointed by shareholders at the General Meeting on 28 January 2016 and I look forward to working with the new Board and the rest of the Company's employees to enhance performance and restore value to JKX.

 

Results for the year

The Company's financial performance for 2015 has been severely impacted by the deteriorating economic conditions and geopolitical situation in Ukraine compounded by decline in oil and gas prices and the deterioration of local currencies where the Group operates.

 

The Group recorded a loss for the year of $81.5m (2014: loss $79.5m) after exceptional charges of $64.9m which comprised:

· a non-cash impairment charge of $51.1m (2014: $69.1m) for the Group's oil and gas assets;

· a provision of $10.9m recognised as a result of a recent judgement against our Ukrainian subsidiary in respect of one of the rental fees cases (see Note 27 to the consolidated financial statements); and

· a provision for legal costs of $3.0m (including interest) (2014: nil) to be reimbursed as a result of the judgement of the Supreme Court which allowed an appeal by Eclairs Group Limited ("Eclairs") and Glengary Overseas Limited ("Glengary") and their nominees against the Court of Appeal's judgment that the voting restrictions placed on them on 31 May 2013 by the Company were valid. 

 

In 2014, an exceptional charge of $3.5m as a result of one-off costs incurred in Russia to kill well-27 was recognised in addition to non-cash impairment of $69.1m.

 

Loss for the year before exceptional charges was $25.8m (2014: loss $22.0m).

 

Revenue

Group revenues in 2015 from Ukraine and Russia were down 39% and 41% respectively (see table) versus the previous year, a fall of $57.7m in total.

 

Gas sales

Gas sales volumes in Ukraine were 8.9% lower at 3,171 boepd (2014: 3,481 boepd) as a result of reduced gas production to 3,503 boepd (2014: 3,854 boepd), an inability to sell normal levels of gas in January and February 2015 (due to restrictions imposed by the Ukrainian Government), and the suspension of all drilling activity in Ukraine until the investment climate improves (a company policy which is currently under review).

 

Whilst the gas price increased by 62% from an average of 4,271 UAH per Mcm in 2014 to 6,924 UAH per Mcm in 2015, US Dollar gas realisations in Ukraine declined 23.0% from $9.93/Mcf to $7.65/Mcf due the devaluation of the Hryvnia from an average of UAH12.0/$ during 2014 to an average of UAH22.3/$ during 2015. Before introduction of a new law on the Ukrainian gas market on 1 October 2015, the state regulator made periodic adjustments for Hryvnia/$ exchange rate fluctuations which impacted gas realisations. From 1 October 2015, these periodic adjustments ceased and gas prices have followed market trends.

 

Gas sales volumes in Russia were 8.6% lower at 4,301 boepd (2014: 4,706 boepd). Average gas realisations dropped by 35.4% from $2.60/Mcf to $1.68/Mcf mainly due to the devaluation of the Russian Rouble from an average of RR38.6/$ in 2014 to an average of RR62.0/$ in 2015. The effects of the Rouble devaluation partially offset the 7.5% increase in Rouble-denominated gas realisations in Russia from 1 July 2015.

 

The combination of lower realisations in Russia and Ukraine resulted in an overall average reduction in gas realisations of 26.8% to $4.20/Mcf (2014: $5.74/Mcf).

 

Oil sales

Oil sales volumes were 22.3% lower at 777 boepd (2014: 1,000 boepd) as a result of the lack of capital investment in 2015 and the expected decline in production volumes from the mature Novo-Nikolaevskoye group of fields in Ukraine. More recently commenced production from the Elizavetovskoye field development in Ukraine is predominantly gas.

 

Average Group oil realisations were 45.2% lower at $49.75/bbl (2014: $90.79/bbl), in line with the significant drop in international oil prices.

 

Liquefied Petroleum Gas ('LPG') sales

The $4.9m decline in LPG revenues was due to lower production volumes combined with a reduction in the domestic market price of 45.1% to $442.6/tonne (2014: $807/tonne), resulting from increased competition through both imports and other domestically produced supplies.

 

Loss from operations

The loss from operations was $75.6m which included exceptional charges of $64.9m.

 

Loss from operations before these exceptional charges was $10.7m (2014: profit $11.6m) which was the result of the $57.7m decrease in revenues being only partially offset by a decrease in cost of sales of $32.6m, a decrease in administrative expenses of $2.0m and a decrease in loss on foreign exchange of $0.8m.

 

The $32.6m decrease in cost of sales (before exceptional charges), to $76.8m (2014: $109.4m), is mainly due to decreases in:

· Russian operating costs of $3.4m (a decrease of 22.4% from 2014)

· Ukrainian operating costs of $2.3m (a decrease of 18.7% from 2014)

· Ukrainian oil and gas inventory movements and product purchases of $1.5m

· a reduction in the depreciation, depletion and amortisation ('DD&A') charge of $6.3m

· production based taxes of $19.3m, predominantly related to Ukraine

· offset by an increase in Rest of World costs of $0.2m.

 

The decrease in Russian operating costs of $3.4m is largely due to lower field support activities and related costs, and lower property tax payments due to the reduced value of the Russian assets used for property tax purposes. Additionally, the Rouble devaluation from an average of RR38.6/$ to an average of RR62.0/$ reduced the US Dollar reported cost base for Russia throughout the year.

 

Ukrainian operating costs decreased by $2.3m, mainly due to suspended drilling activity, reduction in staff and the effects of Hryvnia devaluation from an average of UAH12.0/$ to an average of UAH22.3/$.

 

Ukrainian sales from inventory and product purchases decreased by $1.5m to a gain of $0.4m (2013: charge $1.1m), as a result of production meeting sales demand throughout the year, thus reducing the need to purchase additional gas to meet sales commitments.

 

The DD&A charge reduced by $6.3m, largely as a result of lower production. The Group's depletion rate reduced to $7.94/boe (2014: $8.93/boe) following lower asset carrying values resulting from impairments recognised in Ukraine and Russia in 2014. 

 

Production taxes

Excluding the $10.9m exceptional charge for Ukrainian production based taxes from 2010 (see below), other production based taxes for the Group decreased by $19.3m (or 42.4%) to $26.2m (2014: $45.5m), mainly as a result of lower gas production tax rates applied due to the Interim Award of the Arbitration Case (see "Other Taxation - Ukraine"), lower production in Ukraine and the devaluation of the Hryvnia (see "Other Taxation - Ukraine" section for details).

 

Average gas production tax in Ukraine decreased from $124.4/Mcm to $83.4/Mcm and average oil production tax decreased from $34.9/bbl to $21.6/bbl.

 

In Russia, average gas production tax decreased from $11.4/Mcm to $5.3/Mcm in 2015 due to implementation of a new Mineral Extraction Tax regime from 1 July 2014 (see "Other Taxation - Russia").

 

The various factors listed above contributed to the Group's effective gas production tax decrease from $12.57/boe to $8.00/boe.

 

Other taxation - Ukraine

On 1 April 2014, the Ukrainian government increased production tax rates for gas from 25% to 28%. This rate was then applied to the actual average import price for gas as communicated by the Ministry of Economic Development and Trade of Ukraine. The oil tax rate at this time remained constant at 39%.

 

On 1 August 2014, the Ukrainian government passed emergency budget legislation to increase the gas production tax rate from 28% to 55% of the maximum gas price published monthly by the Ministry of Economy. Oil tax rates also increased from 39% to 45% from 1 August 2014.

 

In December 2015 the Ukrainian Government passed legislation to reduce the gas production tax in Ukraine from 55% to 29% with effect from 1 January 2016. 

 

As part of the JKX's international arbitration against Ukraine in respect of overpaid production taxes (see Note 27 to the consolidated financial statements), the Group applied for interim measures under the bilateral investment treaties that exist between Ukraine and the United Kingdom and the Netherlands, respectively, to reduce the rate of production tax applicable to our Ukrainian subsidiary, Poltava Petroleum Company ('PPC'). On 23 July 2015, an international arbitration tribunal issued an Interim Award requiring the Government of Ukraine to limit the collection of rental fees on gas produced by PPC, to a rate of 28%. The Interim Award, which is binding on Ukraine as a matter of international law, will remain in effect until the final ruling which will be issued following the arbitration hearing which is expected to take place in July 2016.  

 

Other taxation - Russia

A new mineral extraction tax ('MET') formula was implemented from 1 July 2014. The gas and condensate MET rate applicable in 2015 was 305 Roubles/Mcm (2014: 409 Roubles/Mcm). The formula is based on gas prices, gas production as a share of total hydrocarbon output and complexity of gas reservoirs (depletion rates, depth of the producing horizons and geographical location of producing fields). Our Russian subsidiary, Yuzhgazenergie LLC ('YGE'), is entitled to a 50% discount based on the depth of gas reservoirs.

 

In addition to production taxes, YGE is subject to a 2.2% property tax which is based on the net book value of its Russian assets as calculated for property tax purposes. This amounted to $1.5m in 2015 (2014: $2.5m). This amount is included in other cost of sales in the consolidated income statement.

 

Administrative expenses and foreign exchange

The Group's administrative costs decreased by $2.0m to $17.5m (2014: $19.5m) during the year largely due to:

· a decrease in group staff costs of $2.2m and other costs of $2.1m mainly as a result of significant devaluation of local currencies (Hryvnia and Rouble) against the US Dollar;

· offset by a $2.3m increase in legal and professional fees incurred as a result of the international arbitration (see Note 27 to the consolidated financial statements).

 

Foreign exchange losses were recognised at $4.9m (2014: $5.7m loss) due to the Rouble and Hryvnia devaluations previously noted. Included in foreign exchange loss is the cost of $1.5m associated with the conversion and repatriation of dividends of $10.0m from Ukraine to the UK. During 2014 the National Bank of Ukraine ('NBU') issued a decree which imposed currency convertibility and repatriation restrictions, initially until 1 December 2014, later extended to 2 March 2015, 3 June 2015, 3 September 2015, 4 March 2016 and subsequently to 8 June 2016. The currency controls severely restrict the group's ability to make cash transfers out of Ukraine. JKX received an award from the Tribunal ordering Ukraine to convert and repatriate dividends to the UK however the NBU declined to process the application.

 

Net finance charges

Finance costs have increased by $3.3m to $6.5m (2014:$3.2m) comprising convertible bond interest of $6.5m. In 2014 interest of $3.0m was capitalised in respect of borrowings used to construct property, plant and equipment which was completed in 2014.

 

The $1.9m charge (2014: $9.1m credit) for the fair value movement on the derivative liability represents the change in fair value of the conversion option associated with the convertible bond. The bonds have a conversion option which becomes more valuable to the bond holder as the Company's share price nears or exceeds the fixed conversion strike price (76.29 pence). As the Company's share price has increased from 12.00 pence at 31 December 2014 to 27.25 pence at 31 December 2015 and the probability of the conversion option has increased, a charge has been recognised that represents the increase in fair value of the potential liability of the Company to settle any conversion options that may be exercised in future periods.

 

Finance income comprising income from bank deposits increased by $0.2m to $1.3m (2014: $1.1m).

 

Earnings per share

Basic loss per share before exceptional items were 14.97 cents (2014: loss 12.76 cents) in line with the pre-exceptional loss. Basic loss per share after exceptional items was 47.32 cents (2014: loss 46.21 cents) reflecting the Group loss after exceptional items net of their related tax effects of $55.7m (2014: $57.6m).

Taxation

The total tax credit for the year was $1.2m (2014: $25.8m charge) comprising a current tax charge of $4.8m (2014: $9.5m) in respect of Ukraine, a deferred tax charge before exceptional items of $3.1m (2014: $31.2m) and a deferred tax credit of $9.2m in respect of exceptional items (2014: $15.0m).

 

The fall in current tax charge to $4.8m reflects lower profitability in Ukraine. In Ukraine, the corporate tax rate for 2015 was 18% and remains at this level for 2016.

 

 The total deferred tax credit of $6.1m (2014: $16.3m charge) comprises:

· a $2.1m credit reflecting the recognition of deferred tax assets in respect of Russian tax losses carried forward to future periods; and

· a net $4.0m credit (2014: $15.0m) relating to an impairment in Ukraine and other tax timing differences on our oil and gas assets in Russia and Ukraine.

 

Loss for the year after tax

The result for the year, after exceptional charges of $55.7m (net of deferred tax effects), was a loss of $81.5m (2014: loss of $79.5m). On a pre-exceptional basis, loss for the year was $25.8m (2014: $22.0m).

 

On a pre-exceptional basis, the $3.8m change is the combined result of:

· a $57.7m decrease in revenues (as noted above);

· a decrease in pre-exceptional cost of sales of $32.6m to $76.8m (2014: $109.4m) as a result of reduced operating costs, production taxes and a decrease in DD&A charges;

· a decrease in administrative expenses by $2.0m;

· a decrease in foreign exchange losses of $0.8m;

· an increase in net finance charges of $3.1m;

· a decrease in the result from business combinations of $0.2m to nil (2014: $0.2m);

· a $11.0m decrease in the fair value of the derivative attached to the convertible bond; and

· a $32.8m decrease in the taxation charge (before exceptional items).

 

Exceptional charges

Exceptional charges of $64.9m in the year consist of:

· a $51.1m impairment charge against our oil and gas assets;

· a provision of $10.9m to cover potential liabilities of production based taxes following the recent court hearing in Ukraine, and

· $3.0m charge relating to reimbursement of legal costs to Eclairs and Glengary as a result of the Supreme Court decision.

 

The impairment charge for the year of $51.1m comprises:

· $49.6m in respect of Novo-Nikolaevskoye Complex in Ukraine (see Note 5 (d) to the consolidated financial statements) mainly as a result of the sharp decline in international oil and gas prices and an increase in the discount rate applicable to JKX's Ukrainian projects;

· $1.5m in respect of our Hungarian oil and gas assets due to the sharp decline in international oil and gas prices and the reduction in assessed contingent resources (see Note 5 (f) to the consolidated financial statements).

 

Cash flows

Cash generated from operations was lower at $12.8m (2014: $58.4m). This is a result of a $14.7m increase in the loss from operations, despite decreases of $6.8m and $18.0m in non-cash DD&A and impairment charges, respectively, an increase in other non-cash charges of $0.5m combined with $6.6m increase in cash outflow from changes in working capital (although this is largely a timing difference and compares with a working capital inflow of $15.6m in 2014).

 

Interest paid during the year comprised $3.0m (2013: $3.3m), mainly relating to financing charges on the convertible bond. Income tax paid in the year decreased to $0.7m (2014: $7.6m), due to lower profits earned by the Ukrainian subsidiary and the utilisation of prepaid tax in Ukraine at the end of last year.

 

Net cash generated from operating activities was lower at $9.1m (2014: $47.5m) as a result of the $45.6m reduction in cash from operations offset by a reduction of $6.9m in Ukrainian corporation tax payments and a $0.3m decrease in interest payments.

 

Net cash used in investing activities has significantly decreased to $1.9m (2014: $41.9m) mainly due to the reduced capital investment programme in both Russia and Ukraine. Investment in property plant and equipment, the largest component in investing activity cash flow, was $34.4m lower than the prior year at $5.6m (2014: $40.0m).

 

Cash inflow from held-to-maturity investments of $2.7m (2014: outflow $2.7m) comprises proceeds from Ukrainian government US$ treasury bills which matured in January and February 2015.

 

Net cash outflow from financing activities in the year mainly relates to redemption of bonds with a principal amount of $4.0m in addition to an early redemption premium of $0.2m on 19 February 2015 and a $1.5m repayment of the Credit Agricole working capital facility at PPC, which expired during the year.

 

No dividends were paid to shareholders in the year (2014: nil).

 

Cash

Cash at the end of the year (excluding restricted cash) was $25.9m (2014: $25.4m). The increase is as a result of an overall increase in cash and cash equivalents generated in the year of $1.6m (2014: $7.0m increase) driven by the reduced capital expenditure program, offset by the negative effects of foreign exchange on cash balances of $1.1m (2014: decrease $7.3m).

 

Liquidity

The Group employs a number of financial instruments to manage the liquidity associated with the Group's operations. These include cash and cash equivalents, together with receivables and payables that arise directly from our operations.

 

Separate from these, the main financial instrument of the Group is the $40 million guaranteed unsubordinated convertible bond which was placed in Q1 2013 with institutional investors which matures in 2018. The bonds have an annual coupon of 8 per cent per annum payable semi-annually in arrears. The bonds terms and conditions contain an annual put option each February until maturity. Bonds with a principal amount of $10m were redeemed on 19 February 2016 in addition to an early redemption premium of $0.9m, in accordance with the terms and conditions of the bond. This followed redemption of $4m in February 2015, together with an early redemption premium of $0.2 million. Further information on the terms and conditions of the bonds is included in Notes 13 and 14 to the consolidated financial statements.

 

Dividends

No dividends have been paid or proposed during the year, and the Board will not be recommending the payment of a dividend at the forthcoming AGM.

 

Outlook

As detailed in Note 2 to the financial statements, there remains a number of material uncertainties that may cast significant doubt about the Group's and Company's ability to continue as a going concern.

 

The financial position of the Company continues to suffer from the adverse economic conditions in Russia and Ukraine and the generally low oil and gas prices affecting similar companies around the world. The 2015 results have also been adversely affected by weakening local currencies.

 

The new Board, which was appointed on 28 January 2016 is assessing all possible avenues to optimise operations and financial returns and reduce costs wherever this can be done without risking the long-term viability of our assets or our health and safety obligations. We will identify non-core costs that can be reduced, operating efficiencies that can be implemented and focus our capital on revenue-generating assets.

 

In Ukraine, the restrictions on exchanging and repatriating dividends, the difficulties in attracting foreign investment and credit, the threats to a stable and transparent gas market and specific pressures on independent oil and gas producers will all continue to make decisions for investment difficult for JKX and other companies in the sector. However, the Company is firmly committed to Ukraine having been present there for more than 20 years with a highly experienced and committed workforce and we will endeavour to increase the cash generation capabilities of our resources in the country.

 

The returns on our Russian assets have been severely reduced due to the adverse economic conditions and the low gas tariffs. During 2015 the investment plans for Russia were halted and the new Board is considering whether to continue with this strategy. The operations, however, will be cash-flow positive in 2016 and we will utilise these cash resources for allocation throughout the Group.

 

This focus on reducing costs and implementing a robust capital allocation policy will ensure maximised cash flows from our assets and improvements to the Company's profitability and liquidity. I look forward to working with all the Group's employees to deliver on these promises.

 

Russell Hoare

Chief Financial Officer

 

OPERATIONAL REVIEW

 

Group production

In 2015, group production was adversely affected by Ukrainian government imposed restrictions on gas sales to industrial customers through to 28 February, which also disrupted the Ukrainian gas sales market in the months thereafter, and production constrained in the Koshekhablskoye field in Russia with wells 27 and 5 off-line for tubing replacement. Production increased from Q3 through to Q4 with sales restrictions lifted in Ukraine, a successful rigless intervention campaign and well-27 commencing production, as planned, late in 2015.

Group average production for 2015 was 8,996 boepd, comprising 48.7 MMcfd of gas and 872 bpd of oil and condensate, a 9% decrease on the average from 2014. Oil and gas production from our facility in Hungary remains suspended whilst development plans are reviewed and a farm-in partner is sought to participate in the further development of the Hajdunanas field.

Ukraine

Novo-Nikolaevskoye licences

Production

Average production from the Novo-Nikolaevskoye group of fields for 2015 was 2,611 boepd comprising 10.9 MMcfd of gas and 794 bpd of oil and condensate, a 20% decrease on the average for 2014.

Development drilling and other well activity

2015 saw no improvement in the investment climate in Ukraine and a decision was taken to cease all capital investment in the country, other than production optimization operations.

The Skytop N-75 rig is stacked in Ukraine on the Elizavetovskoye field pending new work. The TW-100 workover rig continued operations through 2015 with four abandonments and three workovers.

· Well recompletions in the period comprised re-running the completion in well IG-140 to facilitate entry of coil tubing to the horizontal section; resetting the completion in well IG-106 to permit additional perforations to be made; abandoning the horizontal section of M-169 and adding perforations at the top of the Devonian.

· Z-04 in the Zaplavskoye license, IG-79 and IG-140 in the Ignatovskoye license and M-31 in the Molchanvoskoye license were plugged and abandoned. Plans were in place to abandon R-12Z in the Rudenkovskoye field, however, the well was put on test prior to abandonment and had significant production. Consequently, the well has not been abandoned and will become a batch producer.

· Wireline operations have focussed on the clearance of wax and salt build up in the production tubing of a number of wells. A sustained programme in the period, particularly during the winter months, has ensured that oil production in particular has exceeded expectations. Additional wireline intervention included perforations in M-153 in Molchanovskoye and IG-138, IG-106, IG-137bis, IG-105 and IG-123 in Ignatovskoye.

· IG-140, IG-138 and IG-124Z on the Ignatovskoye field were acidized to increase production.

· A seismic rock physics, inversion and reservoir characterization study has started on the Novo Nikolavskoye group fields. The work is aiming to characterize the fluid types within the sands identified on seismic. The results aim to de-risk additional drilling locations.

Production facilities

Operations at the main production facility and the LPG plant continued smoothly throughout the year with routine work continuing on plant optimisation, re-routing flowlines to reduce back pressure, and wax clearance of flowlines to enhance production from the available well stock. The annual plant shut down was completed during May 2015.

 

 

Elizavetovskoye Production Licence

Production Licence extension

A westward licence extension to the Elizavetovskoye production licence to include the West Mashivske prospect was awarded in the second quarter of 2015. The licence is valid until 2034 and the additional area of 33.9 square kilometres brings the total area of the licence up to 104.7 square kilometres.

Production

Average production from the Elizavetovskoye field in 2015 was 1,715 boepd comprising 10.1 MMcfd of gas and 29 bpd of condensate, a 13.5% increase on the average in 2014. The relatively dry Elizavetovskoye wells E-301 and E-302 were used as swing producers throughout Q1 2015 to adjust gas export volumes to the market demand.

Drilling and development activity

There was no drilling activity on the Elizavetovskoye field during the year. However there are plans in place for additional development drilling on both the Elizavetovskoye and West Mashivske fields should the investment climate improve. The Skytop rig is stacked at the proposed E-305 drilling location.

Production facilities

The Elizavetovskoye production facility was upgraded at the end of 2014 to expand capacity and meet the recently revised hydrocarbon dew point specifications in the export pipeline. The K-3000 compressor was commissioned in early 2015 and is being used to ensure maximum possible input to the export line.

Zaplavskoye exploration licence activity

Work is continuing on the evaluation of the Visean V25/26 sandstone traps and the Devonian sandstone and Visean carbonate structural closures with the aim of working these up for future drilling should the economic climate change.

Russia

Koshekhablskoye licence

Production

Average production from the Koshekhablskoye field in 2015 was 4,670 boepd comprising 27.7 MMcfd of gas and 48 bpd of condensate, a 8.6% decrease on the average for 2014. The production figures remain lower than plant capacity due to the suspension of production from well-27 and well-05. Well-27 came back on line in December 2015.

Workover and well stimulation activity

Production from crestal well-20 in the period ranges from 14-18 MMcfd subject to three routine acid treatments using coiled tubing during the year. The north flank well-25 has been producing 8-12 MMcfd, with two routine acid treatments. The deep east-flank well-15 cycles between 0.9 MMcfd and 1.5 MMcfd, with fluid build-up being cleared periodically.

The well-27 tubing replacement was completed, as planned, in Q4 2015. Production has been restored and acid treatments are planned for 2016.

Production Facilities

Average production over the period of 27.7 MMcfd allowed the Gas Processing Facility ('GPF') to operate comfortably within its current design capacity of 40 MMcfd.

The plant was shut down for ten days in September 2015 to complete the modifications required to increase the plant capacity to 60 MMcfd. This involved changes to a number of the vessels, replacement of some valves and pipework and improvements to the operating procedures.

Licence obligations

The obligation to re-enter and sidetrack well-09 to re-drill the full Callovian reservoir sequence and, if successful, test the Callovian V unit, has been deferred until 2019.

Hungary

Licences

JKX now operates six production licences (Mining Plots) covering a total of 200 sq km in North Eastern Hungary. This follows the exploration licence exchange which HHE completed in 2014. JKX operates these areas with 100% equity.

Hajdunanas field

Production from the Hajdunanas and Gorbehaza fields  was suspended in 2013 by the operator at that time. JKX has since taken 100% interest in the fields and is currently reviewing plans to sidetrack the watered out Hn-2 well and continues to seek a farm-in partner to participate in the further development of the field.

 

Exploration and appraisal

Hernad licences

The Hernad I & II Exploration Licences expired in April 2015 and JKX (100%) submitted six mining plot applications to cover known hydrocarbon accumulations in the licences. By year end JKX had received approval for five of the Mining Plots; Tiszavasvari IV, Hajdunanas IV (extension), Hajdunanas V, Emod V and Jaszkiser II. The sixth Mining plot, Pely I was approved on 4 January 2016.

These mining plots will enable JKX to carry out appraisal and development activity over a 35 year period.

JKX is currently seeking a farm-in partner, or partners, to participate in this activity.

 

Turkeve IV Mining Plot

JKX holds a 50% beneficial interest in part of the Turkeve IV Mining Plot that includes the productive area around the Ny-7 well. However, the high CO2 content has prevented direct access to the pipeline network and the operator is developing a mechanism to lower the CO2 content to an acceptable level.

Slovakia

Exploration

JKX holds a 25% equity interest in the Svidnik, Medzilaborce, Snina and Pakostov exploration licences in the Carpathian fold belt in north east Slovakia. The Pakostov Licence was acquired in 2016, as protection acreage following encouraging prospect mapping, and covers 128 sq km. The total area of the four licences is 1,376 sq km.

 

Several prospects were matured by the Operator, DiscoveryGeo, and the Joint Venture approved a three well exploration programme in November. Location construction work started in December at all three well sites (Smilno, Poruba and Kriva Ol'ka).  The first well, Smilno-1, is expected to spud in the first quarter of 2016 and the other two wells will be drilled as part of the same drilling programme.

 

JKX Reserves & Resources

Consultants DeGolyer & MacNaughton ('D&M') completed their evaluation of the 2014 JKX reserves and resources position. This was used as the basis of the 2015 reserves evaluation carried out by JKX. The reserves and resources disclosed below in respect of 31 December 2015 have not been independently audited.

P+P (2P) Reserves 

Proved and Probable (2P) group reserves reduced from 97.7 MMboe at year end 2014 to 95.7 MMboe at year-end 2015. The changes are shown on a field by field basis in the table below:

MMboe

Dec-14

Production

Revisions

Dec-15

Ignatovskoye

4.5

(0.6)

(0.8)

3.0

Molchanovskoye

0.6

(0.1)

1.1

1.6

Novo-Nikolaevskoye

0.5

(0.2)

0.4

0.8

Rudenkovskoye

20.5

(0.1)

0.2

20.6

Zaplavskoye

0.5

-

-

0.5

sub-total Novo-Nik production licences

26.5

(1.0)

0.9

26.4

Elizavetovskoye

2.4

(0.6)

1.5

3.2

Total Ukraine

28.9

(1.6)

2.4

29.7

Koshekhablskoye

68.8

(1.7)

(1.0)

66.1

Hernad

-

-

-

-

Turkeve

-

-

-

-

Total

97.7

(3.3)

1.4

95.7

 

JKX P+P+P (3P) Reserves 

D&M also carried out a full assessment of the upside potential in each field, the "Possible" reserves. The possible reserves have been updated by subtracting production from last year's 3P number and re-calculating the Possible reserves. The one exception is Novo-Nikolaevskoye field where the 2P reserves this year now exceed the 3P reserves evaluated by D&M. These possible reserves are shown below together with the total 2P reserves for each field:

 

MMboe

P+P

Possible

P+P+P

Ignatovskoye

3.0

2.7

5.7

Molchanovskoye

1.6

0.3

1.9

Novo-Nikolaevskoye

0.8

-

0.8

Rudenkovskoye

20.6

12.9

33.5

Zaplavskoye

0.5

0.04

0.5

sub-total Novo-Nik production licences

26.4

16.0

42.4

Elizavetovskoye

3.2

13.9

17.1

Total Ukraine

29.7

29.9

59.5

Koshekhablskoye

66.1

16.0

82.1

Hernad

-

-

-

Turkeve

-

-

-

Total

95.7

45.9

141.6

 

JKX Contingent Resources 

Except for some minor revisions to Hernad, no changes have been made to the contingent resources since 2014 year end. These contingent resources are those volumes of hydrocarbons which are potentially recoverable from known accumulations but which are not currently considered to be commercially recoverable. The categories of 1C, 2C or 3C are used to reflect the range of uncertainty. These contingent resources are tabulated below.

 

MMboe

1C (low)

2C (best)

3C (high)

Ignatovskoye

11.78

17.28

49.54

Molchanovskoye

0.03

1.19

1.60

Novo-Nikolaevskoye

0.00

0.09

0.14

Rudenkovskoye

17.99

110.09

382.66

Zaplavskoye

0.00

0.00

0.99

sub-total Novo-Nik production licences

29.81

128.65

434.9

Elizavetovskoye

0.00

0.00

0.00

Total Ukraine

29.8

128.7

434.9

Koshekhablskoye

25.1

78.6

111.4

Hernad

0.3

0.3

0.7

Turkeve

0.2

0.2

0.3

Total

55.4

207.9

548.9

 

JKX Prospective Resources 

D&M evaluated JKX's exploration potential at the end of 2014 and categorised the potential resources of the undrilled prospects in the Company's portfolio. There are no changes to the D&M work in Ukraine, however, an additional prospect, SW V25 Amplitude, can be added as D&M's work was completed prior to the Zaplavskoye license extension thus excluding this prospect. JKX has also identified a further opportunity to the north east of the Molchanovskoye license, NE Mol V25 Stratigraphic Sand. The three wells planned in Slovakia are also now included in the Prospective Resources category. Undrilled prospects inevitably carry an element of technical risk and it is usual to summarise them under unrisked potential and risked potential resources. It should be noted that less well defined leads and prospects with little expectation of being drilled are excluded from such a list.

 

Mean Bcf

Mean MMboe

Ps1

Risked Mean MMboe

Prospect A

4.35

0.73

0.25

0.18

V25 Sands pinchout

3.86

0.64

0.23

0.15

Prospect D

30.04

5.00

0.29

1.48

Prospect E North

62.69

10.45

0.29

3.10

Prospect E South

78.61

13.10

0.32

4.17

SW V25 Amplitude

95.23

15.87

0.13

2.06

NE Mol V25 Stratigraphic Sand

16.46

2.74

0.14

0.38

sub-total Ukraine

291.25

48.54

11.52

Tisza-6b

32.70

5.45

0.31

1.67

Tisza-15 (Chevelle)

6.64

1.11

0.36

0.40

sub-total Hungary

39.34

6.56

2.08

Cierne-1 (Slovakia)

25.98

4.33

0.15

0.66

Kriva Ol'ka -1

0.50

0.39

0.2

Poruba -1

0.45

0.36

0.2

sub-total Slovakia

25.98

5.28

1.06

Total

356.57

60.38

14.66

1Probability of economic success

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board has completed a robust assessment of the most significant risks and uncertainties which could impact the business model, long-term performance, solvency or liquidity, and the results are summarised below.

 

The principal risks set out below are not set out in any order of priority, are likely to change and do not comprise all the risks and uncertainties that the Group faces.

How do we manage it?

EXTERNAL RISKS

Geopolitical - Ukraine

81% of the Group's revenues and most of its profits and cash flow from operations are derived from its activities in Ukraine.

 

Recent civil conflict, political instability and ongoing military action in parts of Ukraine have negatively impacted the economy and relations with the Russian Federation resulting in Ukraine's sovereign risk rating downgrade by all credit agencies in 2015.

 

Escalating geopolitical tensions have had an adverse effect on the Ukrainian financial market. The ability of companies and financial institutions with assets in Ukraine to obtain funding from the international capital markets has been hampered as a result of decreased appetite for Ukrainian credit exposure. Any continuing or escalating military action in eastern Ukraine could have a further adverse effect on the economy. In addition, Ukraine will probably need additional external financial support through 2016 (see also Liquidity Risk).

 

Impact: If the country does not peacefully resolve the current conflict as well as secure additional financing, there is a risk it may default on its obligations and/or introduce new decrees to increase government funds from independent companies in Ukraine. Changes in law or the regulatory environment and the possibility of immediate implementation could have a sudden material adverse effect on the Group's operations and financial position, which would reduce the Group's profits and cash flows.

 

To date, our operations have not been directly impacted by the unrest in Ukraine or the military conflict in the east.

 

Ukrainian Government-imposed restrictions on selling its gas to industrial clients, the doubling of gas production tax and the foreign exchange controls led the Board to suspend the 2015 capital investment programme in Ukraine. The gas sales restrictions and punitive tax rates have now been removed.

 

The Board frequently reviews announcements by national and local governments in Ukraine and Russia regarding their future plans to influence economic factors, in particular those plans that impact future oil and gas prices and related costs and taxes.

 

The Company also takes all reasonable measures to reduce and limit our commercial exposure in Russia and Ukraine through the use of careful selection of contracting parties, advanced payments and careful cash management.

The Board is currently assessing the investment program in Ukraine whilst bearing these geopolitical risks in mind.

 

Geopolitical - Group

Description: Most of the Group's operations and more than 97% of our oil and gas assets are located in Ukraine and Russia and the oil, gas and condensate that we produce is sold into their domestic markets.

 

Both countries display emerging market characteristics where the right to production can be challenged by State and non-State parties. The business environment is such that a challenge may arise at any time in relation to the Group's operations, licence history, compliance with licence commitments and/or local regulations. The Group endeavours to comply with all regulations via Group procedures and controls or, where this is not immediately feasible for practical or logistical considerations, seeks to enter into dialogue with the relevant Government bodies with a view to agreeing a reasonable time frame for achieving compliance or an alternative, mutually agreeable course of action (see Note 2 to the financial statements).

 

In addition, local legislation constantly evolves as the governments attempt to manage the economies and business practices regarding taxation, banking operations and foreign currency transactions.

 

Impact: The Group's operations and financial position may be adversely affected by interruption, inspections and challenges from local authorities, which could lead to remediation work, time-consuming negotiations and suspension of production licences. The constantly evolving legislation can create uncertainty for local operations if guidance or interpretation is not clear.

 

 

The Board and Management recognise the constant need for expert advice to ensure full compliance with local and international regulations and laws.

 

Our strategy is to employ skilled local staff working in the countries of operation and provide them with ongoing training.

 

In addition, the Group engages established legal, tax and accounting advisers to assist in compliance with statutory, employment and environmental regulation and laws, and to ensure its tax and duty obligations are properly assessed and paid when due.

 

A key priority for the Group is to maintain transparent working relationships with all key stakeholders in our significant assets in Ukraine and Russia and to improve the methods of regular dialogue and ongoing communications locally.

 

Tax legislation

Description: The Group is exposed to changes in local tax laws, particularly in Ukraine.

 

In Ukraine, PPC has at times sought clarification of their status regarding a number of production related taxes. PPC continues to defend itself in court against action initiated by the tax authorities regarding production related taxes for certain periods through to 31 December 2010.

 

At the end of July 2014, the Ukrainian Government approved emergency fiscal measures which almost doubled subsoil taxes on the Company's gas production through 2015. The Ukrainian Government has now enacted legislation, effective from 1 January 2016, to reduce the subsoil taxes on gas production to substantially the same levels that were in effect prior to the temporary increase.

 

Governments in emerging markets sometimes bring in new tax laws which are effective immediately but are subject to varying interpretations and changes, which may be applied retrospectively.

 

Other risks include a weak judicial system that is susceptible to outside influence, and can take an extended period of time for the courts to reach final judgment.

 

Impact: If Management's interpretation of tax legislation does not coincide with that of the tax authorities, the tax authorities in the countries of operation may challenge transactions which could result in additional taxes, penalties and fines which could have a material adverse effect on the Group's financial position and results of operations.

 

The Board continues to receive legal advice that the case against PPC regarding calculation and payment of various production related taxes to 31 December 2010 has little legal merit under Ukrainian law for legal and technical reasons and the three year statute of limitation. The Company continues to pursue international arbitration proceedings against Ukraine under the Energy Charter Treaty to recover $180m in Rental Fees that PPC has paid on production of oil and gas in Ukraine since 2011, in addition to damages to the business.

 

The Group takes regular advice on tax matters from Ukraine tax experts to comply with all known requirements and to actively defend its legal position.

 

The Group maintains a transparent and open relationship with local, regional and national tax authorities in Ukraine and Russia.

 

Due to a recent judgement against PPC in the High Administrative Court of Ukraine in respect of one of these cases, a $10.9m provision has been recognised in these financial statements to reflect our estimate of the potential liability. The Group's financial statements do not include any other adjustments to reflect the possible future effects on the recoverability, and classification of assets or the amounts or classifications of liabilities that may result from these tax uncertainties.

 

Commodity prices

Description: JKX's policy is not to hedge commodity price exposure on oil, gas, LPG or condensate and therefore is exposed to international oil and gas price movements and political developments in Russia and Ukraine. Change in prices will have a direct effect on the Group's trading results.

 

Oil prices declined significantly in 2015 and are predicted to remain lower for longer by many market commentators. The Company sells the oil it produces at prices determined by the global oil market.

 

During 2015 Ukraine acquired the ability to purchase gas from Europe which has more closely aligned Ukrainian gas prices with those across Europe, which have almost halved since the beginning of 2015. In addition, Ukrainian Government has enacted legislation designed to deregulate the gas market in Ukraine, but the timeframe and guidance for the implementation of such legislation and its impact on the Group is unclear. Over time, these reforms are likely to have an effect on the internal gas market in Ukraine.

 

In Russia all our gas is sold in local industrial markets and the government control the gas prices at which we can sell our gas. In 2014 there was no official increase in the regulated maximum industrial price and on 1 July 2015 the regulated maximum industrial price was increased by 7.5%.

 

Impact: A period of low oil and/or gas prices has led to impairment of the Group's oil and gas assets and may impact the Group's ability to support its long-term capital investment programme (see Liquidity Risk below) and reduce shareholder returns including dividends and share price.

 

Previous oil and gas price increases have resulted in increased local taxes, cost inflation and more onerous terms for access and to produce resources. As a result, increased oil and gas prices may not improve the Group results.

 

JKX attempts to maximise stability and predictability of prices under long term contracts with reputable customers. This minimises exposure to abrupt price movements, ensuring sales are as closely matched as possible, in terms of timing and volume, to production.

 

In Russia, all gas produced is sold to a local gas trading company through a gas sales contract which remains in place through 2016. The sales price was negotiated using current and expected future oil and gas prices and production volumes.

 

In 2015, most of the oil and gas production in Ukraine is sold by way of auctions, conducted with a frequency aimed to achieve as close as practicable the aforementioned matching principle.

 

The Group does not usually enter into hedge agreements unless required for borrowing purposes as may occur from time to time.

 

The Board continues to monitor announcements by governments in Ukraine and Russia regarding the gas price charged by Gazprom (Russia) to Ukraine and forecast European hub prices to assess the potential impact on the Ukrainian industrial gas price and its sustainability.

 

In Russia from 1 July 2015 the regulated maximum industrial price was increased by 7.5% as was the price at which we sell gas to our buyer.

 

 

Foreign exchange exposure

Description: The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Ukrainian Hryvnia and the Russian Rouble.

 

The US Dollar is the currency which influences the majority of the Group's revenues and capital costs.

 

Although a proportion of costs are incurred in US Dollars, most operating costs are influenced by the local currencies of the countries where the Group operates, principally Ukrainian Hryvnia and Russian Rouble.

 

During 2015, the Hryvnia and Rouble devalued by 34% and 23% respectively, against the US Dollar.

 

As a result, the Group's operating costs in US$ terms including the cost of production, operating and general admin costs decreased however the Group reported a foreign exchange loss of $4.9m in the income statement as a result of the devaluation of the Rouble and Hryvnia.

 

The devaluation in the Rouble reduced the carrying value of the assets held in Russia resulting in the Group's net assets decreasing by $26.3m.

 

Impact: Appreciation of the Ukrainian Hryvnia or depreciation of the Russian Rouble against the US Dollar or prolonged periods of exchange rate volatility may adversely affect the Group's business results.

 

Foreign exchange risk arises in the Group from commercial transactions, financing arrangements and assets and liabilities denominated in foreign currencies and net investments in foreign operations.

 

We attempt to match, as far as practicable, receipts and payments in the same currency and also follow a range of commercial policies to minimise exposures to foreign exchange gains and losses. These include minimising exposure to the Hryvnia denominated sales, which continue to account for more than 80% of Group revenues, and the Rouble-based operating and capital costs.

 

All our gas sales and most of our costs in Russia are denominated in Roubles which mitigates the Group's exposure to any Rouble/US Dollar fluctuations, however the recent devaluation of the Rouble has reduced the value of Group revenues and costs which are reported in US$.

 

The Group's normal policy is not to hedge foreign exchange risk but to continually monitor internal and external guidance on expected future currency exchange movements and manage the currency of the Group's major cash flows and holdings to minimise our potential exposure.

 

FINANCIAL RISKS

Liquidity

Description: 81% of the Group's revenues and most of its profits and cash flow from operations are derived from its activities in Ukraine.

 

Changes in commodity prices have a direct effect on the Group's liquidity position (see Commodity Risk above).

 

If all of the Bondholders exercise their put option in February 2017 pursuant to the $40 million Convertible Bonds, the Company will have an obligation of $30.1 million which becomes payable at that time, or, if the Bond expires at its full term, an obligation of $31.1 million in February 2018.

 

During 2015 the Ukrainian Government:

- implemented gas sales restrictions for the three month period to 28 February 2015 resulting in the Group's Ukrainian gas sales reducing to approximately 50% of production capacity

- increased Ukrainian gas production tax from 28% to 55%.

- implemented currency control restrictions such that dividends could not be repatriated from our Ukrainian subsidiary.

 

As a result the Board suspended all capital investment in Ukraine during 2015.

 

Suspending investment in appraisal and development activities in Ukraine and shutting-in gas production in 2015 has had a significant adverse impact on the Group's current and future oil and gas production, sales, profits, cash flow, liquidity and working capital balances, and has resulted in the delay and cancellation of capital projects.

 

Future capital investments in exploration, appraisal and development activities then become more difficult to plan and finance as they are driven by the results of the Group's current capital projects.

 

Impact: The risks relating to currency restrictions imposed by the Ukrainian Government are material uncertainties that may cast significant doubt on the Group's ability to meet its financial obligations as they fall due and continue as a going concern (see Note 2 to the financial statements).

 

In addition, deviations in the timing and quantum of exploration and development expenditures can expose the Group to funding challenges.

 

The Board manages liquidity risk by attempting to maintain an adequate level of liquidity in the form of readily available cash or committed credit facilities at all times.

 

Management monitors rolling forecasts of the Group's liquidity on the basis of expected cash flow to ensure that any remedial action can be taken with as much lead time as possible.

 

In 2015 the Board made immediate strategic changes to streamline the organisation. Staff and cost reductions were made in all key operational and administrative areas. Through these reductions, the Group maintains a competitive cost base which enables it to continue in operation whilst generating operating cash flow during periods of low commodity prices.

 

In 2016, the Directors have continued to implement further operational and cash management measures across the Group to improve future cash flows and are assessing other restructuring and/or refinancing options in order to meet future Bond payments.

 

Liquidity risk has reduced in 2016 following a reduction of gas production tax rates from 55% to 29% from 1 January 2016 however the currency controls remain in place.

 

In 2015 JKX applied for and received an award from the Permanent Court of Arbitraion Tribunal ordering Ukraine to convert and repatriate PPC dividends to JKX which the NBU declined. The Group therefore purchased Hryvnia-based corporate bonds and immediately sold them to an international counterparty for US Dollars which increased the Group's US Dollar balances in order to make payments due under the Convertible Bonds and other corporate overheads.

 

The Group finances current exploration and development activities with existing cash balances and operating cash flow generated from the production and sale of gas, oil, condensate and LPG. The Company's options for additional debt financing are limited by our Ukrainian focus and our current shareholder base.

 

The timing and nature of almost all of the Group's exploration and development activities are discretionary and therefore the Group prioritises these activities according to the available finance.

 

The Board is currently evaluating all the potential development projects in Ukraine and making decisions with full knowledge of the liquidity risks facing the Company.

 

STRATEGIC RISKS

Over exposure to a single market

Description: Our portfolio extends to 17 licences or licence interests in four different countries and the Group's focus continues to be our projects in Russia and Ukraine.

 

We own 100% of all our oil and gas assets in Ukraine and Russia.

 

Our strategy is focused on the development of these two wholly-owned production bases and exploration portfolios.

 

The Group's success in monetising its Ukrainian and Russian assets underpins the Group's long term value.

 

Impact: All of the risks and rewards associated with the commercialisation of our Ukrainian and Russian licences are attributable to the Group alone and therefore the Group is vulnerable to the impact of any changes in the Russian and Ukrainian operating and economic environments.

 

 

The Board produces an annual business plan supported by a rigorous budgeting procedure which is reviewed monthly against current information.

 

Periodically the Board updates the Group's 3-Year Plan to ensure that the plan remains relevant and material risks, including asset concentration, and sensitivities have been considered.

 

Commercial production from our Russian gas plant has diversified our producing assets which spread the geographical risk away from the previously very high concentration which was solely in Ukraine.

 

The Board continues to proactively seek and investigate value-enhancing production and exploration acquisitions and farm-outs/ins through our business development managers across central and eastern Europe.

 

A key priority of the Board is to implement regular, open and transparent communications with all stakeholders to ensure there is a clear understanding of the Group strategy, its risks and the potential rewards.

 

OPERATIONAL RISKS

Reservoir performance

Description: The hydrocarbon reservoirs that we operate in Ukraine and Russia generate the cash flow that underpins the Group's growth. These reservoirs may not perform as expected, exposing the Group to lower profits and less cash to fund planned development.

 

Production from our mature fields at the Novo-Nikolaevskoye Complex in Ukraine require a high level of maintenance and intervention to maintain production at recent levels.

 

In Russia, acidization of wells and other well maintenance procedures to increase stabilised production continued through the year however well integrity issues arose requiring two out of the five producing wells to be shut-in. One of the wells, well-05, remains shut-in.

 

Impact: Accurate reservoir performance forecasts from fields in Ukraine and Russia is critical in achieving the desired economic returns. These performance forecasts are also used to determine the availability and allocation of funds for investment into the exploration for, or development of, other oil and gas reserves and resources.

There is daily monitoring and reporting of the well performance at all our fields in Ukraine and Russia. Production data is analysed by our in-house technical expertise. This supports the well intervention planning and further field development.

 

Using specialist engineers, the tubing replacement at well-27 in Russia to resolve well integrity problems was completed in Q4 2015 to restore plateau production to levels previously achieved.

 

Our subsurface specialists and industry-recognised personnel are part of the daily monitoring and reservoir management process of our fields in Ukraine and Russia. Our London-based in-house team of drilling, engineering and subsurface experts continue to be closely involved in the remediation work in Russia, well prioritisation on mature fields in Ukraine and our other field development plans. Our team is supported by skilled and experienced local technical teams, in addition to external consultants, when necessary; this interaction is key to mitigating our reservoir performance risk.

Environmental, asset

integrity or safety incidents

Description: We are exposed to a wide range of significant health, safety, security and environmental risks influenced by the geographic range, operational diversity and technical complexity of our oil and gas exploration and production activities.

 

Impact: Technical failure, non-compliance with existing standards and procedures, accidents, natural disasters and other adverse conditions where we operate, which could lead to injury, loss of life, damage to the environment, loss of containment of hydrocarbons and other hazardous material, as well as the risk of fires and explosions. Failure to manage these risks effectively could result in loss of certain facilities, with the associated loss of production, or costs associated with mitigation, recovery, compensation and fines.

 

Poor performance in mitigating these risks could also result in damaging publicity for the Group.

 

We treat health, safety and the environment as a priority of the Board and have a London-based HSECQ Manager who reports directly to the Chief Executive Officer.

 

Supported by the Board, the Group HSECQ Manager is responsible for maintaining a strong culture of health, safety and environmental awareness in all our operational and business activities.

 

The HSECQ Manager reports to the Board on a monthly basis with details of our performance.

 

Our locations in Ukraine, Russia and Hungary all have a dedicated HSECQ Team of local employees led by an HSECQ Manager who reports to the HSECQ Director for that particular region. All locations have HSE Management Systems modelled on the ISO 9000 series, OHSAS 18001 and ISO 14001. These locations are regularly visited and reviewed by the Group HSECQ manager. The Board participate in an annual review of the Group's HSECQ performance and the planning of continuous improvement initiatives and objectives for the coming year.

 

The HSE Plan for 2016 has placed direct responsibility on line supervision to ensure that standards and procedures are adequate and being enforced.

 

Appropriate insurances are maintained to manage the Group's financial exposure to any unexpected adverse events arising out of the normal operations.

 

Bribery and corruption

Description: The UK Bribery Act places onerous requirements on UK companies to demonstrate the effectiveness of their anti-bribery measures.

 

Impact: Failing to implement adequate systems to prevent bribery and corruption could result in prosecution of the Company and its officers.

We prohibit bribery and corruption in any form by all employees and by those working for and/or connected with the business.

 

Our Group Compliance Manager is responsible for anti-bribery and corruption matters and, with the support of the Board, implements an Annual Compliance Plan.

 

The compliance programme includes components which recognise the requirements of the UK Bribery Act 2010 and which focus on training, monitoring, risk management and due diligence.

 

We annually refresh our Global Code of Conduct and Statement of Ethics which is compliant with the UK Bribery Act and its guidance and communicate this throughout the Group.

 

Employees are expected to report actual, attempted or suspected bribery to their line managers or through our independently managed confidential reporting process, which is available to all employees as well as third parties.

 

We will continue to regularly review the operation and impact of the Group's policies and procedures to ensure a consistent application of the Global Code of Conduct in all business activities and throughout the supply chain processes.

 

DIRECTORS' RESPONSIBILITY STATEMENT ON THE ANNUAL REPORT

The responsibility statement below has been prepared in connection with the Company's full annual report for the year ended 31 December 2015. Certain parts thereof are not included within this announcement.

Each of the Directors confirm that, to the best of their knowledge:

· the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group;

· the Directors' report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces;

· the Annual Report and financial statements, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy;

· so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

· he or she has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The responsibility statement was approved by the Board of directors on 18 March 2016 and is signed on its behalf by:

 

Tom Reed Russell Hoare

Chief Executive Officer Chief Financial Officer

 

 

 

Consolidated income statement

for the year ended 31 December

2015

2014

Note

$000

$000

Revenue

3

88,535

146,206

Cost of sales

Exceptional item -production based taxes

7

(10,854)

-

Exceptional item - provision for impairment of oil and gas assets

4

(51,055)

(69,062)

Exceptional item - well control operations

4(a)

-

(3,471)

Other production based taxes

(26,255)

(45,519)

Other cost of sales

(50,517)

(63,847)

Total cost of sales

(138,681)

(181,899)

Gross loss

 

(50,146)

(35,693)

Exceptional item - legal costs

8

(2,988)

-

Administrative expenses

(17,525)

(19,536)

Loss on foreign exchange

(4,919)

(5,673)

(Loss)/profit from operations before exceptional items

(10,681)

11,631

Loss from operations after exceptional items

(75,578)

(60,902)

Finance income

1,289

1,094

Finance costs

(6,500)

(3,197)

Fair value movement on derivative liability

6

(1,921)

9,072

Net result arising from business combinations

-

222

Loss before tax

7

(82,710)

(53,711)

Taxation - current

7

(4,827)

(9,511)

Taxation - deferred

- before the exceptional items

7

(3,132)

(31,270)

- on the exceptional items

7

9,206

 14,961

Total taxation

7

1,247

(25,820)

Loss for the year attributable to equity shareholders of the parent company

(81,463)

(79,531)

Basic loss per 10p ordinary share (in cents)

- before exceptional items

(14.97)

(12.76)

- after exceptional items

9

(47.32)

(46.21)

Diluted loss per 10p ordinary share (in cents)

- before exceptional items

(14.97)

(12.76)

- after exceptional items

(47.32)

(46.21)

 

 

Consolidated statement of comprehensive income

for the year ended 31 December

2015

2014

$000

$000

Loss for the year

(81,463)

(79,531)

Comprehensive income to be reclassified to profit or loss in subsequent periods when specific conditions are met

Currency translation differences

(26,277)

(130,327)

Other comprehensive loss for the year, net of tax

(26,277)

(130,327)

Total comprehensive loss attributable to:

Equity shareholders of the parent

(107,740)

(209,858)

 

 

Consolidated statement of financial position

as at 31 December

2015

2014

Note

$000

$000

ASSETS

Non-current assets

Property, plant and equipment

4(a)

194,649

292,474

Intangible assets

4(b)

7,812

7,932

Other receivable

3,534

3,966

Deferred tax assets

15,603

21,048

221,598

325,420

Current assets

Inventories

3,689

4,124

Trade and other receivables

11,695

10,018

Restricted cash

312

559

Cash and cash equivalents

25,943

25,384

Held to maturity financial investments

-

2,700

41,639

42,785

Total assets

263,237

368,205

LIABILITIES

Current liabilities

Trade and other payables

(18,977)

(16,225)

Borrowings

5

(10,856)

(5,590)

Provisions

(10,854)

-

(40,687)

(21,815)

Non-current liabilities

Provisions

(4,135)

(3,988)

Other payables

(3,534)

(3,966)

Borrowings

(23,494)

(30,837)

Derivatives

6

(2,171)

(1,037)

Deferred tax liabilities

(14,950)

(25,214)

(48,284)

(65,042)

Total liabilities

(88,971)

(86,857)

Net assets

174,266

281,348

EQUITY

Share capital

26,666

26,666

Share premium

97,476

97,476

Other reserves

(179,545)

(153,268)

 Retained earnings

229,669

310,474

Total equity

174,266

281,348

 

Consolidated statement of changes in equity

Attributable to equity shareholders of the parent

 

Share

capital

$000

Share

premium

$000

Retained

earnings

$000

Other reserves

$000

Total

equity

$000

At 1 January 2014

26,666

97,476

389,720

(22,941)

490,921

Loss for the year

-

-

(79,531)

-

(79,531)

Exchange differences arising on translation of overseas operations

-

-

-

(130,327)

(130,327)

Total comprehensive loss attributable to equity shareholders of the parent

 

-

 

-

 

(79,531)

(130,327)

 

(209,858)

Transactions with equity shareholders of the parent

Share-based payment charge

-

-

285

-

285

Total transactions with equity shareholders of the parent

-

-

285

-

285

At 31 December 2014

26,666

97,476

310,474

(153,268)

281,348

At 1 January 2015

26,666

97,476

310,474

(153,268)

281,348

Loss for the year

-

-

(81,463)

-

(81,463)

Exchange differences arising on translation of overseas operations

-

-

-

(26,277)

(26,277)

Total comprehensive loss attributable to equity shareholders of the parent

 

-

 

-

(81,463)

(26,277)

(107,740)

Transactions with equity shareholders of the parent

Share-based payment charge

-

-

658

-

658

Total transactions with equity shareholders of the parent

-

-

658

-

658

At 31 December 2015

26,666

97,476

229,669

(179,545)

174,266

 

Consolidated statement of cash flows

for the year ended 31 December

2015

$000

2014

$000

Cash flows from operating activities

Cash generated from operations

12,797

58,411

Interest paid

(3,040)

(3,345)

Income tax paid

(696)

(7,579)

Net cash generated from operating activities

9,061

47,487

Cash flows from investing activities

Decrease/(increase) in held-to-maturity investments

2,700

(2,700)

Interest received

1,612

771

Purchase of intangible assets

(612)

(338)

Purchase of property, plant and equipment

(5,630)

(39,986)

Cash acquired from business combination

-

362

Net cash used in investing activities

(1,930)

(41,891)

Cash flows from financing activities

Restricted cash

247

(93)

Repayment of borrowings

(5,738)

-

Funds received from borrowings (net of costs)

-

1,522

Net cash (used in)/generated from financing activities

(5,491)

1,429

Increase in cash and cash equivalents in the year

1,640

7,025

Cash and cash equivalents at 1 January

25,384

25,682

Effect of exchange rates on cash and cash equivalents

(1,081)

(7,323)

Cash and cash equivalents at 31 December

25,943

25,384

 

 

1. General information

The consolidated financial information for JKX Oil & Gas plc (the 'Company') and its subsidiaries (together 'the Group') set out in this preliminary announcement has been derived from the audited consolidated financial statements of the Group for the year ended 31 December 2015 (the 'financial statements'). The auditors have reported on the 2015 financial statements and their reports were unqualified and did not contain statements under s498(2) or (3) Companies Act 2006. The auditors' report on the 2015 financial statements, whilst unqualified, contained an emphasis of matter which drew attention to the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern, for further details see Note 2. The auditors' report on the 2014 accounts also contained an emphasis of matter which drew attention to the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

 

The 2015 Annual Report was approved by the Board of Directors on 18 March 2016, and will be mailed to shareholders in April 2016. The financial information in this statement is audited but does not have the status of statutory accounts within the meaning of Section 434 of the Companies Act 2006.

Full accounts for JKX Oil and Gas plc for the year ended 31 December 2014 have been delivered to the Registrar of Companies. The auditors' report on the full financial statements for the year to 31 December 2014 was unqualified and did not contain statements under Section 498 (1) (regarding adequacy of accounting records and returns), or under Section 498 (3) (regarding provision of necessary information and explanations) of the United Kingdom Companies Act 2006.

 

2. Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted for use in the European Union. The accounting policies used by JKX Oil and Gas plc (the 'Group',) are consistent with those set out in the 2014 Annual Report. A full list of accounting policies will be presented in the 2015 Annual Report.

 

Going concern

The majority of the Group's revenues, profits and cash flow from operations are currently derived from its oil and gas production in Ukraine, rather than Russia.

 

Throughout 2015 the decline in international oil and gas prices has significantly lowered oil and gas net realisations from JKX's Ukrainian operations. The prolonged period of low international oil and gas prices has continued in 2016, further adversely affecting the financial results of the Group, and will continue to do so if prices do not recover.

 

If all of the Bondholders exercise their put option in February 2017, the Company will have an obligation of $30.1 million (consisting of $26 million principal, $1 million interest and a redemption premium of $3.1 million), which will become payable at that time. If some or all of the Bondholders do not exercise this option and the Bonds expire at their full term in February 2018, an obligation of up to $31.1 million will become payable, the amount being dependent on the number of remaining Bonds that were not put in February 2017.

 

The Company's Ukrainian subsidiary, Poltava Petroleum Company ('PPC') has three contingent liabilities arising from separate court proceedings over the amount of production taxes ('Rental Fees') paid in Ukraine for certain periods since 2007, which in total amount to approximately $41 million (including interest and penalties, see Note 27 to the consolidated financial statements). The Board believes that these claims are without merit under Ukrainian law and will continue to contest them vigorously.

 

Also in relation to Rental Fees, the Company continues to pursue a final award under its arbitration claim against Ukraine for the overpayment of more than $180 million of Rental Fees, in addition to damages to the business. This international arbitration is expected to be heard in July 2016.

 

Following action initiated in late 2015, in January 2016, the State Geology and Mineral Resources Survey of Ukraine suspended four subsoil use permits owned by PPC, initially with effect from 1 February 2016, but then with an extension period until 1 March 2016. The authority gave a list of actions that were required in order to avoid suspension (including a change to the minimum production requirements under the licences) and would normally have given the operator sufficient time to remedy the failings. Instead PPC were given only one month to do so. Through further discussion with the relevant authority, PPC has been given more time to comply and hearings regarding the status of the licenses are planned for March 2016, at which the Board and PPC is confident of a positive outcome.

 

The Directors have concluded that it is necessary to draw attention to the potential impact of (i) gas and/or oil net realisations remaining at current levels for the foreseeable future or deteriorating materially (ii) the full $30.1 million obligation pursuant to the $40 million Convertible Bond becoming payable in full in February 2017 (iii) the Group becoming liable for additional Rental Fees in Ukraine as a result of unfavourable outcomes in one or more of the ongoing court proceedings and (iv) the Group's Ukrainian subsoil permits being suspended by the State Geology and Mineral Resources Survey of Ukraine. It is unclear whether any or all of these risks will be realised but they are material uncertainties which may cast significant doubt about the Group's ability to continue as a going concern.

 

However, based on the Group's cash flow forecasts, the Directors believe that the combination of its current cash balances, expected future production and resulting net cash flows from operations, the implemented cost reductions as well as the availability of additional courses of action with respect to financing, mean that it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements. These financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

3. Segmental analysis

The Group has one single class of business, being the exploration for, evaluation, development and production of oil and gas reserves. Accordingly the reportable operating segments are determined by the geographical location of the assets.

 

There are four (2014: four) reportable operating segments which are based on the internal reports provided to the Chief Operating Decision Maker ('CODM'). Ukraine and Russia segments are involved with production and exploration; the 'Rest of World' are involved in exploration, development and production and the UK is the home of the head office and purchases material, capital assets and services on behalf of other segments. The 'Rest of World' segment comprises operations in Hungary and Slovakia.

 

Transfer prices between segments are set on an arm's length basis in a manner similar to transactions with third parties. Segment revenue, segment expense and segment results include transfers between segments. Those transfers are eliminated on consolidation.

 

Segment results and assets include items directly attributable to the segment. Segment assets consist primarily of property, plant and equipment, inventories and receivables. Capital expenditures comprise additions to property, plant and equipment and intangible assets.

 

2015

UK

Ukraine

Russia

Rest of World

Sub Total

Eliminations

Total

$000

$000

$000

$000

$000

$000

$000

External revenue

Revenue by location of asset:

- Oil

-

14,106

526

-

14,632

-

14,632

- Gas

-

53,112

15,625

-

68,737

-

68,737

- Liquefied petroleum gas

-

4,585

-

-

4,585

-

4,585

- Management services/other

-

411

170

-

581

-

581

-

72,214

16,321

-

88,535

-

88,535

Inter segment revenue:

- Management services/other

11,459

-

-

-

11,459

(11,459)

-

11,459

-

-

-

11,459

(11,459)

-

Total revenue

11,459

72,214

16,321

-

99,994

(11,459)

88,535

Loss before tax:

Loss from operations

(8,704)

(53,796)

(9,292)

(3,705)

(75,497)

(81)

(75,578)

Finance income

1,289

-

1,289

Finance cost

(6,500)

-

(6,500)

Fair value movement on derivative liability

(1,921)

-

(1921)

(82,629)

(81)

(82,710)

Assets

Property, plant and equipment

828

100,634

88,178

5,009

194,649

-

194,649

Intangible assets

 -

 -

 -

7,812

7,812

-

7,812

Other receivable

 -

 -

3,534

-

3,534

-

3,534

Deferred tax

 -

4,713

10,890

-

15,603

-

15,603

Inventories

 -

2,022

1,667

-

3,689

-

3,689

Trade and other receivables

904

2,733

7,352

706

11,695

-

11,695

Restricted cash

6

 -

 -

306

312

-

312

Cash and cash equivalents

19,298

6,054

187

404

25,943

-

25,943

Total assets

21,036

116,156

111,808

14,237

263,237

-

263,237

Total liabilities

(45,322)

(31,138)

(10,220)

(2,291)

(88,971)

-

(88,971)

Non cash expense (other than depreciation and impairment)

300

173

4,821

283

5,577

-

5,577

Exceptional item - provision for impairment of oil and gas assets

-

49,549

-

1,506

51,055

51,055

Exceptional item - production based taxes

-

10,854

-

-

10,854

-

10,854

Exceptional item - legal costs

2,988

-

-

-

2,988

-

2,988

Increase in property, plant and equipment and intangible assets

41

2,830

5,150

687

8,708

-

8,708

Depreciation, depletion and amortisation

537

21,603

5,451

-

27,591

-

27,591

 

 

 

2014

UK

Ukraine

Russia

Rest of world

Sub Total

Eliminations

Total

$000

$000

$000

$000

$000

$000

$000

External revenue

Revenue by location of asset:

- Oil

-

33,150

873

14

 34,037

-

34,037

- Gas

-

75,741

26,526

-

 102,267

-

102,267

- Liquefied petroleum gas

-

9,542

-

-

 9,542

-

9,542

- Management services/other

-

360

-

-

 360

-

360

-

118,793

27,399

14

146,206

-

146,206

Inter segment revenue:

- Management services/other

15,687

-

-

-

15,687

 (15,687)

-

15,687

-

-

-

15,687

 (15,687)

-

 Total revenue

15,687

 118,793

 27,399

 14

161,893

(15,687)

 146,206

Loss before tax:

(Loss)/profit from operations

(6,631)

17,392

(58,026)

(13,503)

(60,768)

(134)

(60,902)

Finance income

 1,094

-

 1,094

Finance cost

 (3,197)

-

 (3,197)

Fair Value Adjustment on acquisition

222

-

 222

Fair value movement on derivative liability

 9,072

-

 9,072

 (53,577)

 (134)

 (53,711)

Assets

Property, plant and equipment

1,452

168,513

115,375

7,134

292,474

-

292,474

Intangible assets

 -

 -

 -

7,932

 7,932

-

7,932

Other receivable

 -

 -

3,966

 -

 3,966

-

3,966

Deferred tax

 -

 7,520

13,527

1

21,048

-

21,048

Inventories

 -

2,108

2,016

 -

4,124

-

4,124

Trade and other receivables

631

6,480

1,254

1,653

10,018

-

10,018

Restricted cash

6

 -

 -

553

559

-

559

Cash and cash equivalents

 12,105

 526

 5,891

6,862

25,384

-

25,384

Held to maturity financial investments

 -

 -

 -

2,700

2,700

-

2,700

Total assets

 14,194

 185,147

 142,029

 26,835

368,205

-

368,205

Total liabilities

 (43,321)

 (20,284)

 (10,220)

 (3,134)

 (86,857)

-

(86,857)

Non cash expense (other than depreciation and impairment)

340

1,143

3,288

 1,186

5,957

-

5,957

Exceptional item - well control operations

-

-

 3,471

 -

3,471

-

3,471

Exceptional item - provision for impairment of oil and gas assets

-

12,800

 46,262

 10,000

69,062

-

69,062

Increase in property, plant and equipment and intangible assets

321

35,382

5,263

1,311

42,277

-

42,277

Depreciation, depletion and amortisation

803

23,179

9,227

1,181

34,390

-

34,390

 

Major customers

2015

2014

$000

$000

1 Ukraine

20,168

46,461

2 Russia

16,151

-

There are 2 (2014: 1) customers that exceed 10% of the Group's total revenues, one in Ukraine and one in Russia.

 

4. (a) Property, plant and equipment

 

2015

Oil and gas assets

 

Other assets

Oil and gas fields

Gas field

Oil and gas fields

Ukraine

Russia

Hungary

Total

$000

$000

$000

$000

$000

Group

Cost

At 1 January

557,509

223,518

36,214

20,567

837,808

Additions during the year*

2,677

5,094

75

249

8,095

Foreign exchange equity adjustment

-

(50,984)

-

(331)

(51,315)

Disposal of property, plant and equipment

-

(159)

-

(170)

(329)

At 31 December

560,186

177,469

36,289

20,315

794,259

Accumulated depreciation, depletion and amortisation and provision for impairment

At 1 January

388,996

108,143

31,181

17,014

545,334

Depreciation on disposals of property, plant and equipment

-

(83)

-

(124)

(207)

Exceptional item - provision for impairment of oil and gas assets

49,549

-

1,506

-

51,055

Foreign exchange equity adjustment

-

(23,914)

-

(249)

(24,163)

Depreciation charge for the year

21,006

5,145

-

1,440

27,591

At 31 December

459,551

89,291

32,687

18,081

599,610

Carrying amount

At 1 January  168,513

115,375

5,033

3,553

292,474

At 31 December

100,635

88,178

3,602

2,234

194,649

*No finance costs have been capitalised within oil and gas properties during the year (2014: $3.0m), weighted average interest rate for 2014 was 18.0 per cent.

 

Oil and gas fields in Russia include $3.5m relating to items under construction (2014: nil). 

 

 

 

2014

Oil and gas assets

Other assets

Oil and gas fields

Gas field

Oil and gas fields

Ukraine

Russia

Hungary

Total

$000

$000

$000

$000

$000

Group

Cost

At 1 January

522,127

375,529

32,788

21,711

952,155

Additions during the year*

35,382

5,263

244

1,051

41,940

Additions relating to stepped acquisition

-

-

3,182

-

3,182

Foreign exchange equity adjustment

-

(157,088)

-

(919)

(158,007)

Disposal of property, plant and equipment

-

(186)

-

(1,276)

(1,462)

At 31 December

557,509

223,518

36,214

20,567

837,808

Accumulated depreciation, depletion and amortisation and provision for impairment

At 1 January

353,017

89,224

27,448

16,850

486,539

Depreciation on disposals of property, plant and equipment

-

(25)

-

(1,368)

(1,393)

Exceptional item - provision for impairment of oil and gas assets

12,800

46,262

3,733

-

62,795

Foreign exchange equity adjustment

-

(36,545)

-

(452)

(36,997)

Depreciation charge for the year

23,179

9,227

-

1,984

34,390

At 31 December

388,996

108,143

31,181

17,014

545,334

Carrying amount

 

At 1 January

169,110

286,305

5,340

4,861

465,616

 

 

At 31 December

168,513

115,375

5,033

3,553

292,474

 

 

Exceptional item - well control operations

During 2014, due to unexpected pressure building in the annulus of well-27 at our Koshekhablskoye field in Russia, the well was diverted to the flare pit and a coiled tubing unit was mobilised to kill the well. This operation was completed successfully. The cost of these well control operations was $3.5m which has been charged to the income statement in 2014.

 

Exceptional item - provision for impairment of oil and gas assets

During both 2014 and 2015 impairment triggers were noted in respect of our oil and gas assets in Ukraine, Russia and Hungary. Impairment tests were completed resulting in impairments of $51.1m (2014: $69.1m) comprised of $49.6m (2014: $12.8m) in respect of our Ukrainian oil and gas fields, nil (2014: $46.3m) in respect of our Russian gas field, $1.5m (2014: $3.7m) in respect of our Hungarian oil and gas fields and nil (2014: $6.3m) in respect of our Hungarian exploration and evaluation costs (see Note 4 (b)).

 

Full impairment disclosures for each of the impairment tests are made in Notes 4 (c), (d), (e) and (f).

 

4. (b) Intangible assets: exploration and evaluation expenditure

2015

Ukraine

Hungary

Rest of World

Total

 

$000

$000

$000

$000

 

Group

 

Cost:

 

At 1 January

1,308

768

13,519

15,595

 

Additions during the year

-

46

566

612

 

Effect of exchange rates on intangible assets

-

-

(732)

(732)

 

At 31 December

1,308

814

13,353

15,475

 

Provision against oil and gas assets

 

At 1 January and 31 December

1,308

-

6,355

7,663

 

 

Carrying amount

 

At 1 January

-

768

7,164

7,932

 

At 31 December

-

814

6,998

7,812

 

 

 

2014

Ukraine

Hungary

Rest of World

Total

$000

$000

$000

$000

Group

Cost:

At 1 January

1,308

11,144

14,138

26,590

Additions during the year

-

102

237

339

Write off of unsuccessful exploration and evaluation costs

-

(15)

-

(15)

Additions relating to stepped acquisition

-

1,316

-

1,316

Exceptional item - provision for impairment of Hungarian assets (Note 4(f))

-

(6,267)

-

(6,267)

Disposal relating to stepped acquisition

-

(5,512)

-

(5,512)

Effect of exchange rates on intangible assets

-

-

(856)

(856)

At 31 December

1,308

768

13,519

15,595

Provision against oil and gas assets

At 1 January and 31 December

1,308

-

6,355

7,663

Carrying amount

At 1 January

-

11,144

7,783

18,927

 

At 31 December

-

768

7,164

7,932

 

 

4. (c) Impairment test for property, plant and equipment

A review was undertaken at the reporting date of the carrying amounts of property, plant and equipment to determine whether there was any indication of a trigger that may have led to these assets suffering an impairment loss. Following this review impairment triggers were noted in relation to the Ukrainian assets (see Note 4 (d)) and the Hungarian assets (see Note 4 (f)). In respect of Yuzhgazenergie LLC ('YGE') in Russia, impairment triggers were noted in 2014 and a full impairment review was completed, however no impairment triggers were noted in 2015 (see Note 4 (e)).

 

As there is no readily available market for the Group's oil and gas properties, fair value is derived as the net present value of the estimated future cash flows arising from the continued use of the assets, incorporating assumptions that a typical market participant would take into account.

 

The value in use of an oil and gas property is generally lower than its fair value less costs of disposal ('FVLCD') as value in use reflects only those cash flows expected to be derived from the asset in its current condition. FVLCD includes appraisal and development expenditure that a market participant would consider likely to enhance the productive capacity of an asset and optimise future cash flows. Consequently, the Group determines recoverable amount based on FVLCD using a discounted cash flow ('DCF') methodology.

 

The DCF was derived by estimating discounted after tax cash flows for each CGU based on estimates that a typical market participant would use in valuing such assets.

 

The impairment tests compared the recoverable amount of the respective CGUs noted below to the respective carrying values of their associated assets. The estimates of FVLCD meet the definition of level three fair value measurements as they are determined from unobservable inputs.

 

4. (d) Impairment test for the Ukrainian oil and gas assets

2014

The Ukrainian government issued decrees in the second half of 2014 which directed major industrial gas buyers to acquire their gas solely from the Ukraine state-owned gas company from 1 December 2014 through to 28 February 2015 and increased the rate of gas production tax to 55% (from 28%), initially for 3 months but extended through to 31 December 2015. These factors, combined with the sharp decline in international oil prices and a 71% reduction in the assessed 3P reserves for the Elizavetovskoye field constituted an impairment trigger at 31 December 2014 and accordingly an impairment test was undertaken.

 

2015

During 2015, the geopolitical situation in Ukraine, the economic impact of the devaluation of the Ukrainian Hryvnia and the uncertainty about the political, fiscal and economic outlook increased the Company's post tax discount rate used in its DCF calculations for impairment testing on the Ukrainian assets. The post tax discount rate increased from 17.2% to 20.0%. Together with the continued decline in international oil and gas prices during 2015, these constituted an impairment trigger and accordingly an impairment test was undertaken.

 

Poltava Petroleum Company ('PPC'), a wholly owned subsidiary of JKX, holds 100% interest in five production licences (Ignatovskoye, Molchanovskoye, Rudenkovskoye, Novo-Nikolaevskoye, Elizavetovskoye) and one exploration licence (Zaplavskoye) in the Poltava region of Ukraine.

 

The Ignatovskoye, Molchanovskoye, Rudenkovskoye, Novo-Nikolaevskoye production licences contain one or more distinct fields which, together with the Zaplavskoye exploration licence, form the Novo-Nikolaevskoye Complex ('NNC').

 

The Elizavetovskoye production licence is located 45km from the Novo-Nikolaevskoye Complex and has its own gas production facilities.

 

Ukrainian Cash Generating Units ('CGUs')

In respect of the Group's Ukraine assets the NNC forms a single CGU as these contain oil and gas fields which are serviced by a single processing facility and do not have separately identifiable cash inflows. In addition they have commonality of facilities, personnel and services.

 

The Elizavetovskoye licence also has its own separate processing facilities and separately identifiable cash flows and therefore is a distinct CGU for the purpose of the impairment test. During 2015 an extension to the Elizavetovskoye production licence was awarded to PPC which included the West Mashivske field. Due to the proximity of the West Mashivske field to the Elizavetovskoye plant, production will be tied back to the Elizavetovskoye processing facilities and therefore forms part of this CGU.

 

In accordance with IAS 36, the impairment review was undertaken in US$ being the currency in which future cash flows from NNC and Elizavetovskoye will be generated.

 

Key Assumptions 2015 - NNC and Elizavetovskoye

The key assumptions used in the impairment testing were:

· Production profiles: these were based on the latest available information provided by independent reserve engineers, DeGolyer & MacNaughton, as at 31 December 2014 adjusted for 2015 production volumes and data and reassessed internally. Such information included 3P reserves for NNC and Elizavetovskoye (including the West Mashivske extension) of 28.4 MMboe and 5.0 MMboe, respectively.

· Economic life of field: it was assumed that the title to the licences is retained and that the NNC licence term will be successfully extended beyond its current 2024 expiration date through to the economic life of the field (expected to be around 2032). The economic life of the Elizavetovskoye field is currently expected to be around 2023.

· Gas prices: during 2015 Ukraine acquired the ability to purchase gas from Europe rather than being completely dependent on Russia for imports. As such, Ukrainian gas prices are expected to be more aligned with European gas prices in future but also influenced by Russian-Ukrainian border price and international oil prices. The gas price used for 2016 is based on current and forecast gas prices realised by PPC. For the following six years a forward gas price curve was used with gas prices increasing at 2.8% thereafter.

· Oil prices: the Company used a forward price curve for the next six years and an increase of 2.8% per annum thereafter.

· Production taxes: the Company has assumed production tax rates of 29% for gas and 45% for oil which were introduced by the government on 1 January 2016.

· Capital and operating costs: these were based on current operating and capital costs in Ukraine for both projects. Estimates were provided by third parties and supported by estimates from our own specialists, where necessary.

· Post tax nominal discount rate of 20%. This was based on a Capital Asset Pricing Model analysis consistent with that used in previous impairment reviews.

 

Based on the key assumptions set out above:

· the NNC's oil and gas assets were impaired by $49.6m after significant erosion of the headroom from the prior year due to the increase in discount rate applied, the international oil and gas price decline and the new expectation that prices will remain lower for longer.

· Elizavetovskoye's recoverable amount (including the West Mashivske extension) exceeds its carrying value by $34.9m and therefore NNC's oil and gas assets were not impaired.

 

Any impairment is dependent on judgement used in determining the most appropriate basis for the assumptions and estimates made by management, particularly in relation to the key assumptions described above. Sensitivity analysis to likely and potential changes in key assumptions has therefore been provided below.

 

The impact on the impairment calculation of applying different assumptions to gas prices, production volumes, production tax rates, future capital expenditure and post-tax discount rates, all other inputs remaining equal, would be as follows:

 

Sensitivity analysis 2015 for the NNC and Elizavetovskoye

NNC

Increase/(decrease) in impairment of $49.6m for NNC CGU

$m

Elizavetovskoye

Increase/(decrease) in impairment headroom of $34.9m for Elizavetovskoye CGU

$m

Impact if gas price:

increased by 20%

(37.6)

13.1

reduced by 20%

37.6

(13.1)

Impact if gas production volumes:

increased by 10%

(24.0)

6.7

decreased by 10%

24.0

(6.7)

Impact if future capital expenditure:

increased by 20%

27.5

(3.9)

decreased by 20%

(27.5)

3.9

Impact if post-tax discount rate:

increased by 2 percentage points to 22.0%

9.5

(1.8)

decreased by 2 percentage points to 18.0%

(11.0)

2.0

 

4. (e) Impairment test for Yuzhgazenergie LLC ('YGE'), Russia

2015 update

For purposes of testing for impairment of YGE's non-current assets in 2015, the Company adopted a similar process to that used in previous periods. Having taken account of developments since the last test for impairment, based on the assessment of fair value less costs to sell, the recoverable amount exceeds the carrying value by approximately US$4.3m (4.9 per cent) (2014: nil) and no impairment trigger has been noted. However it should be noted that the FVLCD estimate of the recoverable amount uses a DCF methodology which is highly sensitive to changes in the key assumptions of future Russian gas prices and related production taxes, both of which are under the direct control of the Russian government. Therefore Russian gas prices may not align with international gas prices.

 

As in previous estimates, from 1 July 2016 and annually thereafter, the Company has assumed gas prices increases by Rouble inflation of between 4.3% and 8.0% through to 2021, which reflect the Russian government's current stated intentions for gas prices, and a 5.1% thereafter.

 

4. (f) Impairment test for Hungarian oil and gas assets

Hungarian property plant and equipment - Folyópart Energia Kft ('FEN') (previously HHE North Kft ('HHN'))

The Company now holds a 100% interest in six development licences (Mining Plots) through its wholly owned Hungarian subsidiary, Folyópart Energia Kft. The Hajdunanas IV Mining Plot ('HMP') (previously Hernad I licence) contains two suspended wells which experienced an unexpected decline in production rates in 2013.

 

Hungarian property plant and equipment - Turkeve

Through its wholly owned Dutch subsidiary, JKX Hungary BV, the Company holds a 50% beneficial interest in part of the Turkeve IV Mining Plot of 10 sq. km ('Turkeve') surrounding the Ny-7 well which encountered gas.

 

Hungarian intangible assets: exploration and evaluation expenditure - Tiszavasvári-IV Mining Plot (previously Tiszavasvári-6)

The Tiszavasvári-IV Mining Plot contains the Tiszavasvári-6 discovery well ('TZ-6'), which, due to the early stage of appraisal, is classified as an exploration and appraisal asset and recognised within intangible assets.

 

During 2015 and 2014, there was a sharp decline in international oil and gas prices. In 2015 this constituted an impairment trigger and accordingly an impairment test was undertaken. In 2014, the absence of a firm work programme at year end to develop the Hungarian reserves, and the reclassification of the estimated reserves at the Group's Hungarian oil and gas fields to contingent resources also constituted an impairment trigger.

 

Hungarian Cash Generating Units ('CGUs')

HMP forms a single CGU as it holds the two suspended oil and gas wells which are serviced by a single processing facility and which do not have separately identifiable cash inflows. In addition they have commonality of facilities, personnel and services.

 

The development of the Turkeve Ny-7 field and the TZ-6 discovery require their own distinct processing facilities. Once these discoveries are developed, they will have separately identifiable cash flows and therefore are two separate CGUs for the impairment test of the Hungarian oil and gas assets.

 

In accordance with IAS 36, the impairment reviews for the Hungarian assets have been undertaken in US$ being the currency in which future cash flows from HMP, Turkeve and TZ-6 will be generated.

 

Key Assumptions 2015 - HMP, Turkeve and TZ-6

The key assumptions used in the impairment testing in 2015 were:

· Production profiles: these were based on the latest available information provided by our reserve engineers which included contingent resources of 0.6 MMboe for HMP, 0.1 MMboe (net to JKX) for Turkeve and 3.7 MMboe for TZ-6.

· Oil and gas prices: these were based on current prices being realised and short term price curves derived from expectations in the Hungarian oil and gas market.

· Capital and operating costs: these were based on project estimates provided by third parties and the partner and operator of our Hungarian assets.

 

The post tax discount rate of 10% was applied. This was based on a Capital Asset Pricing Model analysis for our Hungarian assets.

 

Accordingly the impairment review is dependent on judgement used in determining the most appropriate basis for the assumptions and estimates made by management, particularly in relation to the key assumptions described above. Sensitivity analysis to likely and potential changes in key assumptions has therefore been provided below.

 

Based on the key assumptions set out above:

· HMP recoverable amount exceeds its carrying value by $1.3m and therefore the oil and gas assets related to HMP were not impaired;

· Turkeve was impaired by $1.5m after significant erosion of the headroom from the prior year due to international oil and gas price decline, the new expectation that prices are to remain lower for longer and the reduction in contingent resources from 0.3 MMboe to 0.1 MMboe due to a reassessment of field development options;

· TZ-6 recoverable amount exceeds its carrying value by $1.0m and therefore oil and gas assets relating to TZ-6 were not impaired.

 

In respect of the 2015 impairment review, the impact on the impairment calculation of applying different assumptions to production, oil and gas prices and future capital and operating costs, all other inputs remaining equal, would be as follows:

HMP

Increase/(decrease) in impairment headroom of $1.3m for HMP CGU

$m

Turkeve

Increase/(decrease) in impairment of $1.5m for Turkeve CGU

$m

TZ-6

Increase/(decrease) in impairment headroom of $1.0m for TZ-6 CGU

$m

Impact if oil and gas prices:

increased by 20%

2.2

(0.5)

1.0

decreased by 20%

(2.2)

0.3

(0.8)

Impact if oil and gas production volumes:

increased by 10%

1.2

(0.2)

0.5

decreased by 10%

(1.1)

0.2

(0.5)

Impact if future capital and operating costs:

increased by 20%

(1.9)

0.2

(0.9)

decreased by 20%

1.9

(0.2)

0.9

 

 

5. Borrowings

2015

2014

$000

$000

 

Current

Convertible bonds due 2018

10,856

4,068

Credit facility

-

1,522

Term-loans repayable within one year

10,856

5,590

 

Non-Current

Convertible bonds due 2018

23,494

30,837

 

Convertible bonds due 2018

On 19 February 2013 the Company successfully completed the placing of $40m of guaranteed unsubordinated convertible bonds with institutional investors which are due 2018 raising cash of $37.2m net of issue costs.

 

The Bonds have an annual coupon of 8 per cent per annum payable semi-annually in arrears. The Bonds are convertible into ordinary shares of the Company at any time from 1 April 2013 up until seven days prior to their maturity on 19 February 2018 at a conversion price of 76.29 pence per Ordinary Share, unless the Company settles the conversion notice by paying the Bondholder the Cash Alternative Amount (see below).

 

Interest, after the deduction of issue costs and the inclusion of the redemption premium, will be charged to the income statement using an effective rate of 18.0%.

 

Cash Alternative Amount

At the option of the Company, the conversion notice in respect of the Bonds can be settled in cash rather than shares, the Cash Alternative Amount payable is based on the Volume Weighted Average Price of the Company's shares prior to the conversion notice.

 

Credit facility

On 31 March 2011, Poltava Petroleum Company ('PPC'), our subsidiary in Ukraine, entered into a reducing credit facility agreement with Crédit Agricole CIB (France) secured by indemnity provided by the parent company, JKX Oil & Gas plc. The credit facility was for a maximum of Ukrainian Hryvnia equivalent of $15.0m. The facility was renewed on 27 June 2014 and was available until 30 June 2015 with the maximum facility reducing to $10.0m and $5.0m on 30 April 2015 and 30 May 2015 respectively. All provisions contained in the credit facility documentation were negotiated on normal commercial and customary terms for such finance arrangements. The interest was calculated at prevailing Crédit Agricole CIB (France) bank rate plus a margin.

 

The credit facility with Crédit Agricole CIB (France) lapsed on 30 June 2015.

 

6. Derivatives 

 

2015

2024

Non-current derivative financial instruments

$000

$000

At the beginning of the year

1,037

10,109

Partial settlement of derivative liability

(787)

-

Fair value movement during the year

- Net loss/(gain)

1,921

(9,072)

At the end of the year

2,171

1,037

 

Convertible bonds due 2018 - embedded derivatives

Coupon Makewhole

Upon conversion of a Bond prior to the 19 February 2015 the Company was required to pay an amount of interest equal to the aggregate interest which would have been payable on the principal amount of the Bond if such Bond had been outstanding until 19 February 2015.

 

Bondholder Put Option

Bondholders have the right to require the Company to redeem the following number of Bonds on the following future dates together with accrued and unpaid interest to (but excluding) such dates:

 

Redemption Date

Maximum number of Bonds to be redeemed

19 February 2016

25% of the Bonds, having an aggregate principal amount of $10,000,000

19 February 2017

all outstanding Bonds

 

Current liabilities include $10.9m (2014: $4.1m) in respect of the put option available to bondholders on 19 February 2016 (2014: 19 February 2015). Bonds with a principal amount of $10.0m were redeemed on 19 February 2016 (19 February 2015: $4.0m) in addition to an early redemption premium of $0.9m (19 February 2015: $0.2m) in accordance with the terms and conditions of the bond. None of the bondholders exercised their option to put 10% of the outstanding principal of the bonds on 19 February 2014.

 

Company Call Option

The Company can redeem the Bonds early in full but not in part at their principal amount together with accrued interest at any time on or after 19 February 2017 if the Volume Weighted Average Price of the Company's shares over a specified period equal or exceed 130 per cent of the principal amount of the Bonds; or if the aggregate principal amount of the bonds outstanding is less than 15% of the aggregate principal amount originally issued.

 

Fixed exchange rate

The Sterling-US Dollar exchange rate is fixed at £1/$1.5809 for the conversion and other features.

 

7. Taxation

2015

2014

Analysis of tax on loss

$000

$000

Current tax

UK - current tax

-

(1,400)

Overseas - current year

4,827

10,911

Current tax total

4,827

9,511

Deferred tax

Overseas - current year

(6,074)

16,309

 Deferred tax total

(6,074)

16,309

Total taxation

(1,247)

25,820

Factors that affect the total tax charge

The total tax credit for the year of $1.2m (2014: $25.8m) is higher (2014: higher) than the average rate of UK corporation tax of 20.25% (2014: 21.50%). The differences are explained below:

2015

2014

Total tax reconciliation

$000

$000

Loss before tax

(82,710)

(53,711)

Tax calculated at 20.25% (2014: 21.50%)

(16,749)

(11,548)

Net change in unrecognised losses carried forward

5,341

38,456

Permanent foreign exchange differences

10,769

(4,629)

Effect of tax rates in foreign jurisdictions

(256)

(811)

Other non-deductible expenses

1,839

3,506

Recognition of previously unrecognised tax losses

(2,191)

(949)

Total excluding impact of change in tax rates, tax losses of prior year not previously recognised and impairment and write down of fixed assets

(1,247)

 

24,025

Effect of changes in tax rates

-

1,747

Impairment of oil and gas assets/write off of exploration costs

-

48

Total tax (credit)/charge

(1,247)

25,820

 

The current tax charged in the year of $4.8m relates to Ukrainian corporation tax and foreign exchange losses on local prepaid tax which has arisen in the Group subsidiary, Poltava Petroleum Company. Taxes charged on production of hydrocarbons in Ukraine and Hungary are included in cost of sales. The standard rate of corporation tax in the UK changed from 21% to 20% with effect from 1 April 2015. Accordingly, the Company's profits for this accounting year are taxed at an effective rate of 20.25%.

 

 

 

Factors that may affect future tax charges

A significant proportion of the Group's income will be generated overseas. Profits made overseas will not be able to be offset by costs elsewhere in the Group. This could lead to a higher than expected tax rate for the Group.

 

The UK corporation tax rate changes announced in the July 2015 Budget include reductions to the main rate of UK corporation tax to 19% in 2017. The March 2016 Budget included a reduction in the main rate of UK corporation tax to 17% in 2020, which has not been substantively enacted. The impact of the rate reduction is not expected to have a material impact on provided and unprovided UK current or deferred taxation.

 

The corporation tax rate in Ukraine for 2015 was 18% (2014: 18%).

 

Taxation in Ukraine - production taxes

Since Poltava Petroleum Company's ('PPC's') inception in 1994 the Company has operated in a regime where conflicting laws have existed, including in relation to effective taxes on oil and gas production.

 

In order to avoid any confusion over the level of taxes due, in 1994, PPC entered into a licence agreement with the Ukrainian State Committee on Geology and the Utilisation of Mineral Resources ('the Licence Agreement') which set out expressly in the Licence Agreement that PPC would pay royalties on production at a rate of only 5.5% even in the event that existing tax rates were amended or new taxes introduced so as to adversely affect the economic benefit to be derived by PPC or the Company.

 

Pursuant to the Licence Agreement, PPC was granted an exploration licence and four 20-year production licences, each in respect of a particular field. In 2004, PPC's production licences were renewed and extended until 2024. New licence agreements were also signed to reflect this change and PPC's operations continued as before.

 

The Company and PPC have continued to invest in Ukraine on the basis that PPC would pay royalties on production at a rate of only 5.5%.

 

In December 1994, a new fee on the production of gas (known as a 'Rental Payment' or 'Rental Fee') was introduced in Ukrainian law. On 30 December 1995, PPC was issued a letter by the Ministry of Economy, the Ministry of Finance and the State Committee for the Oil and Gas Industry ('the Exemption Letter'), which established a zero rent payment rate for oil and natural gas produced in Ukraine by PPC. Based on the Exemption Letter PPC did not expect to pay any Rental Fees.

 

Rental Fees paid since 2011

In 2011, new laws were enacted which established new mechanisms for the determination of the Rental Fee. Notwithstanding the Exemption Letter, in January 2011 PPC began to pay the Rental Fee in order to avoid further issues with the Ukrainian authorities but without prejudice to its right to challenge the validity of the demands.

 

Since 2011, the Rental Fees paid by PPC have amounted to more than $180m. These charges have been recorded in cost of sales in each of the accounting periods to which they relate.

 

International arbitration proceedings

In 2015, the Company and its wholly-owned Ukrainian and Dutch subsidiaries commenced arbitration proceedings against Ukraine under the Energy Charter Treaty, the bilateral investment treaties between Ukraine and the United Kingdom and the Netherlands, respectively. In these proceedings, the Company is seeking a repayment of more than $180m in Rental Fees that PPC has paid on production of oil and gas in Ukraine since 2011, in addition to damages to the business.

 

During 2015 Rental Fees in Ukraine were increased to 55% and capital control restrictions were introduced. On 14 January 2015, an Emergency Arbitrator issued an award ordering Ukraine to cease imposing Rental Fees in excess of 28% on gas produced by PPC, pending the outcome of the application to a full tribunal for the Interim Award. On 23 July 2015 an international arbitration tribunal issued an Interim Award requiring the Government of Ukraine to limit the collection of Rental Fees on gas produced by PPC to a rate of 28%.

 

The Interim Award was to remain in effect until final judgement is rendered on the main arbitration case, which is expected to be heard in July 2016.

 

 

Rental Fee demands

The Group currently has three claims for additional Rental Fees being contested through the Ukrainian court process. These arise from disputes over the amount of Rental Fees paid by PPC for certain periods since 2007, which in total amount to approximately $41 million (including interest and penalties and translated at the 2015 year end rate of UAH24.0/$), as noted below. All amounts are being claimed in Ukrainian Hryvnia ('UAH') and are stated below at their US$-equivalent amounts using the 2015 year end rate of UAH24.0/$. The Board believes that these claims are without merit under Ukrainian law and the Company will continue to contest them vigorously.

 

January - March 2007: approximately $6 million (including $3 million of interest and penalties). The statutory term for the tax authorities to claim payments in respect of the 2007 financial year has lapsed however in February 2013 PPC lost a legal challenge to the legitimacy of these payments. In July 2013, PPC appealed the decision to the Kharkov Court of Appeal. PPC won this case on the basis of a 1,095 day statute of limitation for collection having passed under Ukrainian legislation. The Poltava tax office then filed an appeal in the High Administrative Court of Ukraine. At a hearing on 24 February 2016, the High Administration Court of Ukraine ruled in favour of PPC although the tax authorities may choose to appeal to the Supreme Court of Ukraine. No provision has been made in respect of this claim.

 

August - December 2010: approximately $10.9 million (including $4 million of interest and penalties). On 11 March 2014 PPC won the case in the Poltava Court. The tax office appealed and the Kharkov Court of Appeal reversed the earlier decision. PPC then filed an appeal in the High Administrative Court of Ukraine. This hearing commenced on 3 February 2016 but was deferred until 2 March 2016 when the court ruled against PPC. The Board intends to continue to pursue a successful decision in this case.

 

January - December 2015: approximately $24 million (including $9 million of interest and penalties). Following the commencement of international arbitration proceedings at the beginning of 2015 (see above), from July 2015 PPC reverted to paying a 28% Rental Fee for gas production (instead of the revised official rate of 55%) as a result of the awards granted under the arbitration. PPC also declared part of its Rental Fee payments at 55% for the first 6 months of 2015 as overpayments and consequently stopped paying the Rental Fee for gas in order to align the total payments made in 2015 with the 28% rate awarded made under the arbitration proceedings. The Ukrainian tax authorities have issued PPC with claims for the difference between 28% and 55% for the first, second and third quarters of 2015 and we anticipate receiving a claim for the fourth quarter shortly.

 

As part of these proceedings, property, plant and equipment that cost UAH158m (approximately $6.6m at the period end rate of UAH24.0/$1) was required to be pledged as security against the non-settlement of any claims that may arise in the event that the Ukrainian authorities are successful. The net book value of the property, plant and equipment is $22.0m based on the historical exchange rates at the dates of acquisition which were between UAH5/$1 and UAH8/$1.

 

A provision for $10.9m has been made in respect of the claim for the period from August-December 2010. No provision has been made for the possible future liabilities that may result from the tax uncertainties in respect of the claims for periods from January-March 2007 and from January-December 2015.

 

No adjustment has been made to recognise any possible future benefit to the Company that may result from the international arbitration proceedings.

 

8. Exceptional item - legal costs

The Company has been involved in Court proceedings since July 2013 with two shareholders.

 

The shareholders appealed to the Supreme Court contesting the Appeal Court ruling made in May 2014 in favour of the Company. In December 2015 the Supreme Court overturned the Appeal Court ruling and therefore the Company is required to settle the appropriate portion of the legal expenses incurred by the two shareholders during the process. The amount recognised in the income statement and accruals is an estimate of their legal costs that the Company will be required to pay when the legal process is complete.

 

9. Loss per share

The calculation of the basic and diluted loss per share attributable to the owners of the parent is based on the weighted average number of shares in issue during the year of 172,125,916 (2014: 172,125,916) and the loss for the relevant year.

Loss before exceptional item in 2015 of $25,772,141 (2014 loss: $21,959,036) is calculated from the 2015 loss of $81,463,000 (2014: $79,531,000) and adding back exceptional items of $64,896,496 (2014: 72,532,964) less the related deferred tax on the exceptional items of $9,205,637 (2014: $14,961,000).

The diluted earnings per share for the year is based on 172,125,916 (2014: 172,125,916) ordinary shares calculated as follows:

 

2015

2014

 

$000

$000

 

Loss

 

Loss for the purpose of basic and diluted earnings per share (profit for the year attributable to the owners of the parent):

 

Before exceptional item

(25,772)

(21,959)

 

After exceptional item

(81,463)

(79,531)

 

 

Number of shares

2015

2014

 

Basic weighted average number of shares

172,125,916

172,125,916

 

Dilutive potential ordinary shares:

Share options

-

-

 

Weighted average number of shares for diluted earnings per share

172,125,916

172,125,916

 

 

In accordance with IAS 33 (Earnings per share) the effects of antidilutive potential have not been included when calculating dilutive loss per share for the year end 31 December 2015 (2014: nil). 29,849,048 (2014: 33,165,609) potentially dilutive ordinary shares associated with the convertible bonds have been excluded as they are antidilutive in 2015, however they could be dilutive in future periods.

 

There were 12,740,100 (2014: 10,854,700) outstanding share options at 31 December 2015, of which 7,141,100 (2014: 3,637,200) had a potentially dilutive effect. All of the Group's equity derivatives were anti-dilutive for the year ended 31 December 2015.

 

10. Events after the reporting date

JKX Board replaced

On 28 January 2016, Cynthia Dubin, Dipesh Shah, Richard Murray and Alastair Ferguson resigned as directors of the Company, Nigel Moore, Paul Davies, Peter Dixon, Martin Miller and Lord Oxford were removed as directors at a General Meeting on the same day. At the same meeting Paul Ostling, Tom Reed, Russell Hoare, Vladimir Rusinov and Vladimir Tatarchuk were appointed as directors of the Company.

 

The resignation of all independent Non-Executive Directors meant that, since that date, the composition of the Board has not complied with UK Corporate Governance Code ('the Code') in respect of the number of independent Non-Executive Directors. The Company is in the final phase of appointing two new independent Non-Executive Directors.

 

Board severance payments

Prior to the General Meeting on 28 January 2016, the previous board approved and paid themselves $2.2 million of severance costs and additional remuneration. In addition the Company incurred $0.3 million of related social security costs.

 

National Bank of Ukraine ('NBU') strengthens its currency control restrictions

Temporary capital controls established by the NBU on 1 December 2014 remain in place in an attempt by the Ukrainian government to safeguard the economy and protect foreign exchange reserves in the short term.

On 5 March 2016, these restrictions were extended until 8 June 2016.

 

Further award of production licences in Hungary

In January 2016, the Company's wholly owned Hungarian subsidiary, Folyópart Energia Kft (previously HHE North Kft), was granted a further three 35-year production licences (mining plots) covering an additional area of approximately 124 sq km within its original Hernad I & II exploration licence areas.

 

Glossary

2P reserves Proved plus probable

3P reserves Proved, probable and possible

P50 Reserves and/or resources estimates that have a 50 per cent probability of being met or exceeded

AFE Authorisation For Expenditure

AIFR All Injury Frequency Rate

Bcf Billion cubic feet

Bcm Billion cubic metres

Bcpd Barrel of condensate per day

Boe Barrel of oil equivalent

Boepd Barrel of oil equivalent per day

Bopd Barrel of oil per day

Bpd Barrel per day

bwpd Barrels of water per day

cfpd Cubic feet per day

EPF Early Production Facility

FEN Folyópart Energia Kft

GPF Gas Processing Facility

HHN HHE North Kft

Hryvnia The lawful currency of Ukraine

HSECQ Health, Safety, Environment, Community and Quality

HTHP High Temperature High Pressure

KPI Key Performance Indicator

LIBOR London InterBank Offered Rate

LPG Liquefied Petroleum Gas

LTI Lost Time Injuries

Mbbl Thousand barrels

Mboe Thousand barrels of oil equivalent

Mcf Thousand cubic feet

Mcm Thousand cubic metres

MMcfd Million cubic feet per day

MMbbl Million barrels

MMboe Million barrels of oil equivalent

PPC Poltava Petroleum Company

Roubles The lawful currency of Russia

RR Russian Roubles

sq.km Square kilometre

TD Total depth

$ United States Dollars

UAH Ukrainian Hryvnia

US United States

VAT Value Added Tax

YGE Yuzhgazenergie LLC

Conversion factors 6,000 standard cubic feet of gas = 1 boe

 

 

 

 

 

 

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