Adoption of IFRS
Europa Oil & Gas - Adoption of IFRS
Europa Oil & Gas (Holdings) plc ("Europa Oil & Gas") today
announces that it has completed its preparations to adopt International
Financial Reporting Standards (IFRS).
Europa Oil & Gas will prepare consolidated financial statements
using the recognition and measurement principles of IFRS from 1 August 2007.
The first results produced under IFRS will be for the 6 months to
31 January 2008 and the first set of financial statements will be for the year
to 31 July 2008.
This announcement provides reconciliations for the year to 31 July
2007 and highlights the impact of IFRS on the presentation of the group's
consolidated financial statements.
The figures detailed in this announcement are based on the IFRS
expected to be applicable as at 31 July 2008 and the interpretation of those
standards.
IFRS are subject to possible amendment by and interpretative
guidance from the International Accounting Standards Board as well as ongoing
review and endorsement by the EU and are, therefore, still subject to change.
It is therefore possible that these figures may require amendment
before their inclusion in the IFRS financial statements for the year to 31
July 2008.
Impact of IFRS
The main impacts of implementing IFRS with respect to the group's
consolidated financial statements are:
Pre-licence costs
Under UK GAAP some pre-licence costs were capitalised as intangible
assets. IFRS 6 - Exploration for and evaluation of mineral resources -
precludes the capitalisation of expenditure incurred before an entity has
obtained the legal rights to explore a specific area. Under IFRS, these
pre-licence costs amounting to £212,000 at 31 July 2007 (31 January 2007:
£151,000 and 31 July 2006: £133,000) have been expensed as "other operating
expenses" or adjusted against retained earnings at 1 August 2006, as
appropriate.
Inventories
Under UK GAAP inventories of oil and gas in tanks were recognised
at estimated net realisable value with any gains or losses being taken as a
profit or loss to the income statement. This was considered acceptable under
the Statement of Recommended Practice (SORP) - Accounting for oil and gas
exploration, development, production and decommissioning activities - issued
by the UK Oil Industry Accounting Committee and regarded as industry practice.
With the adoption of IFRS, the Board has decided to revise the accounting
policy with regard to inventories and measure at the lower of cost and net
realisable value. Accordingly, inventories have been reduced to cost (which
was lower than estimated realisable value at the relevant accounting dates).
Inventories at 31 July 2007 were reduced by £74,000 (31 January 2007: £19,000
and 31 July 2006: £29,000).
Short-term employee benefits
Under IAS 19 when an employee has rendered service to a company
during an accounting period, the company should recognise the amount of
short-term employee benefits, e.g. compensated absences, profit sharing or
bonuses payable, expected to be paid in exchange for that service as a
liability, after deducting any amounts already paid.
The accrual required to reflect holidays not taken (accrued holiday
pay) at 31 July 2007 was £24,000 (31 January 2007: £6,000 and 31 July 2006:
£24,000). These accruals were not previously recognised under UK GAAP.
Deferred taxation
The adjustments noted above have impacted the calculation of the deferred tax
liability at the balance sheet dates.
Earnings per share ("EPS")
The calculation methodology for EPS is the same as in UK GAAP,
however a number of the above items impact on the value of EPS computed under
IFRS compared to that under UK GAAP.
Discontinued activities
The results for the year ended 31 July 2007 disclose the loss
before tax in respect of discontinued activities, relating to the group's
interest in the Bilca gas field in Romania disposed of on 31 March 2007, as a
single line in accordance with IFRS 5 - Asset disposals and discontinued
activities.
IFRS 1 Exemptions
IFRS1, First Time Adoption of International Financial Reporting
Standards, allows companies adopting IFRS for the first time to elect to
utilise some exemptions from the full requirements of IFRS in the transition
period.
Europa Oil & Gas plc has taken the following key exemptions:
- Business combinations - business combinations that took place
prior to 1 August 2006 have not been restated.
- Fair value or revaluation as deemed cost - at the date of
transition, fair value has been used as deemed cost for property, plant and
equipment previously measured at fair value.
- Decommissioning liabilities - previous changes to decommissioning
liabilities have not been recorded against the cost of the asset.
- Share-based payments - the Group has applied the requirements of
IFRS 2 - share-based payments - to all grants of equity instruments after 7
November 2002 that were unvested as of 1 August 2006. The company has
previously applied FRS 20 under UK GAAP, therefore there will be no further
change.
Explanation of transition to IFRS
This is the first year that the company will present its
consolidated financial statements under IFRS. The following disclosures are
required in the year of transition. The last financial statements under UK
GAAP were for the period ended 31 July 2007 and the date of transition to IFRS
was 1 August 2006.
Reconciliation of equity at 31 July 2007 (date of last UK GAAP financial
statements)
Effect of
transition
UK GAAP to IFRS IFRS
£'000 £'000 £'000
Non-current assets
Intangible assets 4,726 (212) 4,514
Property, plant and equipment 4,693 - 4,693
9,419 (212) 9,207
Current assets
Inventories 110 (74) 36
Trade and other receivables 2,076 - 2,076
Cash and cash equivalents 630 - 630
2,816 (74) 2,742
Total assets 12,235 (286) 11,949
Current liabilities
Trade and other payables (2,841) (24) (2,865)
Borrowings (533) - (533)
(3,374) (24) (3,398)
Non-current liabilities
Borrowings (316) - (316)
Deferred tax liabilities (1,894) 47 (1,847)
Long-term provisions (438) - (438)
(2,648) 47 (2,601)
Total liabilities (6,022) 23 (5,999)
Net assets 6,213 (263) 5,950
Equity
Share capital 620 - 620
Share premium 4,597 - 4,597
Merger reserve 2,868 - 2,868
Retained earnings (1,872) (263) (2,135)
Total equity 6,213 (263) 5,950
Note to the reconciliation of equity at 31 July 2007
The adjustment to retained earnings comprises the following:
£'000
Pre-licence costs (212)
Inventories (74)
Holiday pay accrual (24)
Deferred taxation 47
Total adjustment (263)
Reconciliation of equity at 31 January 2007 (date of last UK GAAP interim
statements)
Effect of
transition
UK GAAP to IFRS IFRS
£'000 £'000 £'000
Non-current assets
Intangible assets 5,304 (151) 5,153
Property, plant and equipment 5,758 - 5,758
11,062 (151) 10,911
Current assets
Inventories 58 (19) 39
Trade and other receivables 753 - 753
Cash and cash equivalents 354 - 354
1,165 (19) 1,146
Total assets 12,227 (170) 12,057
Current liabilities
Trade and other payables (391) (6) (397)
Current tax payable (538) - (538)
Borrowings (257) - (257)
(1,186) (6) (1,192)
Non-current liabilities
Borrowings (630) - (630)
Deferred tax liabilities (1,314) 13 (1,301)
Long-term provisions (649) - (649)
(2,593) 13 (2,580)
Total liabilities (3,779 ) 7 (3,772)
Net assets 8,448 (163) 8,285
Equity
Share capital 620 - 620
Share premium 4,597 - 4,597
Merger reserve 2,868 - 2,868
Retained earnings 363 (163) 200
Total equity 8,448 (163) 8,285
Notes to the reconciliation of equity at 31 January 2007
The adjustment to retained earnings comprises the following:
£'000
Pre-licence costs (151)
Inventories (19)
Holiday pay accruals (6)
Deferred taxation 13
Total adjustment (163)
Reconciliation of equity at 1 August 2006 (date of transition to IFRS)
Effect of
transition
UK GAAP to IFRS IFRS
£'000 £'000 £'000
Non-current assets
Intangible assets 4,834 (133) 4,701
Property, plant and equipment 5,401 - 5,401
10,235 (133) 10,102
Current assets
Inventories 45 (29) 16
Trade and other receivables 519 - 519
Cash and cash equivalents 149 - 149
713 (29) 684
Total assets 10,948 (162) 10,786
Current liabilities
Trade and other payables (437) (24) (461)
Current tax payable (401) - (401)
Borrowings - - -
(838) (24) (862)
Non-current liabilities
Borrowings (652) - (652)
Deferred tax liabilities (1,082) 27 (1,055)
Long-term provisions (282) - (282)
(2,016) 27 (1,989)
Total liabilities (2,854) 3 (2,851)
Net assets 8,094 (159) 7,935
Equity
Share capital 611 - 611
Share premium 4,406 - 4,406
Merger reserve 2,868 - 2,868
Retained earnings 209 (159) 50
Total equity 8,094 (159) 7,935
Notes to the reconciliation of equity at 1 August 2006
The adjustment to retained earnings comprises the following:
£'000
Pre-licence costs (133)
Inventories (29)
Holiday pay accrual (24)
Deferred taxation 27
Total adjustment (159)
Reconciliation of income statement for year ended 31 July 2007
Effect of transition to IFRS
Note UK GAAP Discontinued Other IFRS
operations
£'000 £'000 £'000 £'000
Continuing operations
Revenue 1 3,122 (618) - 2,504
Cost of sales 2 (3,564) 577 (45) (3,032)
Gross loss (442) (41) (45) (528)
Other operating expenses 3 - - (79) (79)
Administrative expenses (418) - - (418)
Operating loss (860) (41) (124) (1,025)
Loss on sale of property, (594) 594 - -
plant and equipment
Finance income 150 (2) - 148
Finance costs (395) 7 - (388)
Loss on ordinary activities (1,699) 558 (124) (1,265)
before tax
Income tax expense (428) - 20 (408)
Loss on ordinary activities (2,127) 558 (104) (1,673)
after taxation
Discontinued operations
Loss for the period from - (558) - (558)
discontinued operations
Loss for the period (2,127) - (104) (2,231)
Notes to the reconciliation of profit or loss for year ended 31 July 2007
1 Under UK GAAP, the results of discontinued operations are disclosed on a
line by line basis on the face of the profit and loss account. Under IFRS, the
income statement discloses the results of discontinued operations as a single
line item with additional disclosures being shown in the notes to the
financial statements. This change in presentation is reflected above.
2 The adjustment to cost of sales reflects the gain in relation to inventories
that was previously recognised under UK GAAP as a result of valuing
inventories at estimated net realisable value.
3 The adjustment to other operating expenses reflects pre-licence costs
incurred in the period.
Reconciliation of income statement for six months ended 31 January 2007
Effect of transition to IFRS
Note UK GAAP Discontinued Other IFRS
operations
£'000 £'000 £'000 £'000
Continuing operations
Revenue 1 1,652 (396) - 1,256
Cost of sales 2 (1,091) 359 10 (722)
Gross profit 561 (37) 10 534
Other operating expenses 3 - - (18) (18)
Administrative expenses 4 (176) - 18 (158)
Operating profit 385 (37) 10 358
Finance income 87 (2) - 85
Finance costs (127) 5 - (122)
Profit on ordinary 345 (34) 10 321
activities before tax
Income tax expense (220) - (14) (234)
Profit on ordinary 125 (34) (4) 87
activities after taxation
Discontinued operations
Profit for the period from - 34 - 34
discontinued operations
Profit for the period 125 - (4) 121
Notes to the reconciliation of profit or loss for six months ended 31 January
2007
1 Under UK GAAP, the results of discontinued operations are disclosed on a
line by line basis on the face of the profit and loss account. Under IFRS, the
income statement discloses the results of discontinued operations as a single
line item with additional disclosures being shown in the notes to the
financial statements. This change in presentation is reflected above.
2 The adjustment to cost of sales reflects the gain in relation to inventories
that was previously recognised under UK GAAP as a result of valuing
inventories at estimated net realisable value.
3 The adjustment to other operating expenses reflects pre-licence costs
incurred in the period.
4 The adjustment to administrative expenses reflects the movement in the
holiday pay accrual in the period.
Principal accounting policies
These are the full set of accounting policies that are expected to be adopted
for the full year reporting. Insofar as these are applicable, these policies
have been adopted for the interim reporting.
Basis of accounting
The consolidated financial statements have been prepared in accordance with
applicable International Financial Reporting Standards as adopted by the EU
and International Financial Reporting Standards as issued by the International
Accounting Standards Board (IFRS).
The financial statements have been prepared under the historical
cost convention. The measurement bases and principal accounting policies of
the group are set out below.
The policies have changed from the previous year when the financial
statements were prepared under applicable United Kingdom Generally Accepted
Accounting Principles (UK GAAP). The comparative information has been restated
in accordance with IFRS. The changes to accounting policies are explained
above, together with the reconciliation of opening balances. The date of
transition to IFRS was 1 August 2006.
The group has taken advantage of certain exemptions available under
IFRS 1 First-time adoption of International Financial Reporting Standards. The
exemptions used are explained under the respective accounting policy.
The accounting policies that have been applied in the opening
balance sheet have also been applied throughout all periods presented in these
financial statements. These accounting policies comply with each IFRS that is
mandatory for accounting periods ending on 31 July 2008.
At the date of authorisation of these financial statements, the
following Standards and Interpretations which have not been applied in these
financial statements were in issue but not yet effective and may be relevant
to the financial statements of Europa Oil & Gas: Effective date
IFRS 8: Operating Segments 1 January 2009
IAS 1: Presentation of financial statements 1 January 2009
The directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the
financial statements of the Group.
Basis of consolidation
The group financial statements consolidate those of the company and
all of its subsidiary undertakings drawn up to 31 July 2008. Subsidiaries are
entities over which the group has the power to control the financial and
operating policies so as to obtain benefits from its activities. The group
obtains and exercises control through voting rights.
Unrealised gains on transactions between the group and its
subsidiaries are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
Amounts reported in the financial statements of subsidiaries have been
adjusted where necessary to ensure consistency with the accounting policies
adopted by the group.
The Group is engaged in oil and gas exploration, development and
production through unincorporated joint arrangements. The Group accounts for
its share of the results and net assets of these joint arrangements. In
addition, where the Group acts as operator to the joint arrangement, the gross
liabilities and receivables (including amounts due to or from non-operating
partners) of the joint arrangement are included in the consolidated balance
sheet.
Business combinations completed prior to the date of transition to IFRS
The group has elected not to apply IFRS 3 Business Combinations
retrospectively to business combinations prior to 1 August 2006.
Accordingly the classification of the combination (acquisition,
reverse acquisition or merger) remains unchanged from that used under UK GAAP.
Assets and liabilities are recognised at date of transition if they would be
recognised under IFRS, and are measured using their UK GAAP carrying amount
immediately post-acquisition as deemed cost under IFRS, unless IFRS requires
fair value measurement. Deferred tax is adjusted for the impact of any
consequential adjustments after taking advantage of the transitional
provisions.
The transitional provisions used for past business combinations
apply equally to past acquisitions of interests in associates and joint
ventures.
Revenue Recognition
Revenue, excluding value added tax and similar taxes, represents
net invoiced sales of the group's share of oil and gas revenues in the year.
Revenue is recognised at the end of each month based upon the quantity and
price of oil and gas delivered to the customer.
Non-current assets
Oil and Gas interests
The financial statements with regard to oil and gas exploration,
appraisal and development expenditure have been prepared under the full cost
basis. This accords with IFRS 6 which permits the continued application of a
previously adopted accounting policy.
Pre-production assets
Pre-licence expenditure is expensed as directed by IFRS 6.
Expenditure on licence acquisition costs, geological and geophysical costs,
costs of drilling exploration, appraisal and development wells, and an
appropriate share of overheads (including appropriate directors' costs) are
capitalised and accumulated in cost pools on a geographical basis. These costs
which relate to the exploration, appraisal and development of oil and gas
interests are initially held as intangible non-current assets pending
determination of commercial viability. On commencement of production these
costs are expensed.
Production assets
With the determination of commercial viability and approval of an
oil and gas project the related pre-production costs are transferred from
intangible non-current assets to property, plant and equipment and
subsequently depreciated upon commencement of production within the
appropriate geographical cost pool.
Impairment tests
For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash flows
(cash-generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level.
An impairment loss is recognised for the amount by which the
asset's or cash-generating unit's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of fair value, reflecting market
conditions less costs to sell, and value in use based on an internal
discounted cash flow evaluation. Impairment losses recognised for
cash-generating units, to which goodwill has been allocated, are credited
initially to the carrying amount of goodwill. Any remaining impairment loss is
charged pro rata to the other assets in the cash generating unit. With the
exception of goodwill, all assets are subsequently reassessed for indications
that an impairment loss previously recognised may no longer exist.
Depreciation
All expenditure within each tangible geographical cost pool is
depreciated from the commencement of production, on a unit of production
basis, which is the ratio of oil and gas production in the period to the
estimated quantities of commercial reserves at the end of the period, plus the
production in the period. Costs used in the unit of production calculation
comprise the net book value of capitalised costs plus the estimated future
field development costs within each geographical cost pool. Changes in the
estimates of commercial reserves or future field development costs are dealt
with prospectively.
Future decommissioning costs
A provision for decommissioning is recognised in full at the
commencement of oil and/or natural gas production. A corresponding production
asset of an amount equivalent to the provision is also created. The amount
recognised is the estimated cost of decommissioning, discounted to its net
present value and is reassessed each year in accordance with local conditions
and requirements. This asset is subsequently depreciated as part of the
capital costs of production facilities within property, plant and equipment,
on a unit of production basis.
Changes in the estimates of commercial reserves or decommissioning
cost estimates are dealt with prospectively by recording an adjustment to the
provision, and a corresponding adjustment to the decommissioning asset. The
unwinding of the discount on the decommissioning provision is included within
interest expense.
Computer equipment and related software, and motor vehicles
Computer equipment and related software, and motor vehicles are
depreciated on a 25% per annum straight line basis.
Long leasehold properties
Long leasehold properties are depreciated over the period of the lease.
Reserves
Proven and probable oil and gas reserves are estimated quantities
of commercially producible hydrocarbons which the existing geological,
geophysical and engineering data shows to be recoverable in future years. The
proven reserves included herein conform to the definition approved by the
Society of Petroleum Engineers (SPE) and the World Petroleum Congress (WPC).
The probable and possible reserves included herein conform to definitions of
probable and possible approved by the SPE/WPC using the deterministic
methodology. Reserves used in accounting estimates for depreciation are
updated periodically to reflect management's view of reserves in conjunction
with third party formal reports. Reserves are reviewed at the time of formal
updates or as a consequence of operational performance and plans and the
business environment at that time. Reserves are adjusted, in the year that the
formal updates are undertaken with any resulting changes not applied
retrospectively or as a consequence of operational performance and plans, and
the business environment at that time.
Taxation
Current tax is the tax currently payable based on taxable profit
for the year.
Deferred income taxes are calculated using the liability method on
temporary differences. Deferred tax is generally provided on the difference
between the carrying amounts of assets and liabilities and their tax bases.
However, deferred tax is not provided on the initial recognition of goodwill,
nor on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries
and joint ventures is not provided if reversal of these temporary differences
can be controlled by the group and it is probable that reversal will not occur
in the foreseeable future. In addition, tax losses available to be carried
forward as well as other income tax credits to the group are assessed for
recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting.
Deferred tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
balance sheet date.
Changes in deferred tax assets or liabilities are recognised as a
component of tax expense in the income statement, except where they relate to
items that are charged or credited directly to equity (such as the revaluation
of land) in which case the related deferred tax is also charged or credited
directly to equity.
Foreign currency
The Group and Company prepare their financial statements in GB
pounds.
Transactions denominated in foreign currencies are translated at
the rates of exchange ruling at the date of the transaction. Monetary assets
and liabilities in foreign currencies are translated at the rates of exchange
ruling at the balance sheet date. Non-monetary items that are measured at
historical cost in a foreign currency are translated at the exchange rate at
the date of transaction. Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchange rates at the date the
fair value was determined.
Any exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from those at which
they were initially recorded are recognised in the profit or loss in the
period in which they arise. Exchange differences on non-monetary items are
recognised in the statement of changes in equity to the extent that they
relate to a gain or loss on that non-monetary item taken to the statement of
changes in equity, otherwise such gains and losses are recognised in the
income statement.
The assets and liabilities in the financial statements of foreign
subsidiaries are translated at the rate of exchange ruling at the balance
sheet date. Income and expenses are translated at the actual rate. The
exchange differences arising, if any, are classified as equity and are taken
directly to the "Foreign currency reserve". On disposal of a foreign operation
the cumulative translation differences (including, if applicable, gains and
losses on related hedges) are transferred to the income statement as part of
the gain or loss on disposal.
Europa Oil & Gas (Holdings) plc is domiciled in the UK, which is
its primary economic environment and the Company's functional currency is GB
Pounds. The Group's current operations are based in the UK, Ukraine, Romania,
Poland, France, Western Sahara and Egypt, and the functional currency of the
Group's entities are the prevailing local currencies in each jurisdiction.
Given that the functional currency of the Company is GB Pounds, management has
elected to continue to present the consolidated financial statements of the
Group in GB Pounds.
The group has taken advantage of the exemption in IFRS 1 and has
deemed cumulative translation differences for all foreign operations to be nil
at the date of transition to IFRS. The gain or loss on disposal of these
operations excludes translation differences that arose before the date of
transition to IFRS and includes later translation differences.
Leased assets
In accordance with IAS 17, the economic ownership of a leased asset
is transferred to the lessee if the lessee bears substantially all the risks
and rewards related to the ownership of the leased asset. The related asset is
recognised at the time of inception of the lease at the fair value of the
leased asset or, if lower, the present value of the minimum lease payments
plus incidental payments, if any, to be borne by the lessee. A corresponding
amount is recognised as a finance leasing liability. Leases of land and
buildings are split into land and buildings elements according to the relative
fair values of the leasehold interests at the date the asset is initially
recognised.
The interest element of leasing payments represents a constant
proportion of the capital balance outstanding and is charged to the income
statement over the period of the lease.
All other leases are regarded as operating leases and the payments
made under them are charged to the income statement on a straight line basis
over the lease term. Lease incentives are spread over the term of the lease.
Defined contribution pension schemes
The pension costs charged against profits are the contributions
payable to the scheme in respect of the accounting period.
Inventories
Inventories comprise oil and gas in tanks. These are stated at the
lower of cost and net realisable value.
Short-term incentive plan
The group operates a short-term incentive plan for executive
directors. Under the terms of the plan annual awards are made to plan
participants dependent upon the achievement of performance targets. The
performance targets are determined by the Remuneration Committee.
Share-based payments
All share-based payment arrangements granted after 7 November 2002
that had not vested prior to 1 August 2006 are recognised in the financial
statements.
All goods and services received in exchange for the grant of any
share-based payment are measured at their fair values. Where employees are
rewarded using share-based payments, the fair values of employees' services
are determined indirectly by reference to the fair value of the instrument
granted to the employee. This fair value is appraised at the grant date and
excludes the impact of non-market vesting conditions (for example,
profitability and sales growth targets).
All equity-settled share-based payments are ultimately recognised
as an expense in the income statement with a corresponding credit to equity.
If vesting periods or other non-market vesting conditions apply,
the expense is allocated over the vesting period, based on the best available
estimate of the number of share options expected to vest. Estimates are
subsequently revised if there is any indication that the number of share
options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment
is made to any expense recognised in prior periods if share options ultimately
exercised are different to that estimated on vesting.
Upon exercise of share options the proceeds received net of
attributable transaction costs are credited to share capital, and where
appropriate share premium.
Significant judgements and estimates
Judgements and estimates are regularly evaluated based on
historical experience, current circumstances and expectations of future
events.
The critical judgements and estimates made in the preparation of
the financial adjustments set out below were made in accordance with the
appropriate IFRS and the Company and the Group's accounting policy.
Intangible assets are tested for impairment annually. In accordance
with IAS 36, an intangible asset is considered impaired when its carrying
amount exceeds its recoverable amount on an individual cash generating unit
basis. The recoverable amounts of relevant cash generating units are based on
value in use calculations using management's best estimate of future business
performance.
For further information, please contact:
Phil Greenhalgh, Finance Director +44 1235 553 266