Trinity Exploration & Production Plc
(the "Company" or "Trinity"; AIM:TRIN)
Preliminary Results
25 May 2016
Trinity, an independent E&P company focused on Trinidad and Tobago, announces its preliminary results for the twelve months ended 31 December 2015.
Financial highlights
· Average realised oil price of USD 45.5/bbl for 2015 (2014: USD 85.8/bbl)
· Revenues of USD 48.2 million (2014: USD 113.5 million)
· Pre-tax operating expenditures ("OPEX") reduced by 33% to USD 22.0 million (2014: USD 32.9 million)
· General and Administrative ("G&A") costs reduced by 30% to USD 10.5 million (2014: USD 15.0 million)
· EBITDA (before exceptional items/ exploration costs written off) of USD 1.2 million (2014: USD 28.5 million)
· Operating loss (before exceptional items/ exploration costs write off) of USD 7.0 million (2014 : USD 12.2 million profit)
· Net loss after tax and exceptional items of USD 58.5 million (2014: USD 141.2 million)
· Cash inflow from operating activities USD 2.5 million (2014: USD 11.8 million inflow)
· Cash balance at period end of USD 8.2 million (2014: 33.1 million)
Operating highlights
· Total average net production for 2015 was 2,896 bopd (2014: 3,603 bopd)
· Continued success in establishing a leaner, more efficient operating cost base
· Continued progress made towards TGAL Field Development Plan ("FDP")
· Development and exploration activities remain suspended, contingent upon the availability of funding during the coming year, 2016 net average production is expected to be in the range of 2,500 - 2,800 bopd (lower case: managed decline, uppercase: refinancing)
Strategic highlights
· Trinity is currently conducting a strategic review of its business in order to maximise value for shareholders. The Company is subject to The City Code on Takeovers and Mergers and has opted to conduct discussions with parties interested in making a proposal to the Company under the framework of a Formal Sales Process ("FSP") of its assets
· Consistent with the objectives of the strategic review and FSP, our near term objective is to conclude a complete refinancing with a structure that will enable the Company to retire its existing senior debt facilities, significantly reduce trade creditors and provide sufficient additional capital to maximise returns from its assets by growing production and cash flow
· The Company is in detailed discussions with a number of interested parties about refinancing the Group
· As drilling and service costs continue to adjust downward, the combination of a profoundly reduced cost base with rising commodity prices transforms the economic potential of the reserve base
· Subject to the availability of appropriate financing and dependent upon drilling costs and prevailing commodity prices, the Company's objective is to resume its drilling programme across its asset base from a large inventory of drilling locations
Loan Update
Current moratorium on principal repayments relating to Trinity's outstanding debt is in place until 27 May 2016.
Disposal Update
On 21 October 2015, Trinity announced that it entered into an agreement (the "Touchstone SPA") to sell its interests in the WD-2, WD-5/6, WD-13, WD-14 and FZ-2 licenses and related fixed assets (the "Blocks") to Touchstone Exploration Inc. ("Touchstone") for a cash consideration of USD 20.8 million. The Touchstone SPA was subject to various conditions precedent and had a backstop date of 13 March 2016. The backstop date expired without all of the conditions precedent being satisfied. As a result, the sale of the Blocks to Touchstone did not complete with the deposit of USD 2.08 million, which had been held in escrow, being subsequently released to Touchstone from the escrow account (this was not included in Trinity's cash balances).
These particular onshore assets have the lowest production costs within the Trinity portfolio resulting in positive operating cash flows even in the current low oil price environment and before the full financial benefit of ongoing cost efficiencies are realised. Breakeven levels of below USD 15/bbl realised price (2015: c. USD 24/bbl) are being targeted for the onshore portfolio by the end of 2016. Retaining these assets enhances Trinity's portfolio for attracting the funding required to implement the forward strategy of the Group.
The sale of the Group's 100% interest in the Guapo-1 block ("Block GU-1") to New Horizon Exploration Trinidad and Tobago Unlimited ("New Horizon") for a cash consideration of USD 2.8 million (the "Guapo Transaction") has been completed. All the conditions precedent for the Guapo Transaction have been satisfied including standard regulatory approvals, which were granted on 15 April 2016. The transaction was subsequently finalised with the closure of the cash settlement on 25 May 2016. The cash proceeds will be used predominantly by Trinity for working capital purposes.
Outlook
Key priorities for the Company are to:
· Achieve significant further reductions in OPEX and G&A during 2016
· Subject to capital availability, targeting an operating breakeven level across the onshore fields of below USD 15/bbl and all other fields of below USD30/bbl by the year end 2016
· Continue developing a leaner, more efficient cost base to realise further economies of scale and leverage from increased realisations and/or production
· Finalise financing to fund the Company's future developments
Further to the refinancing initiative announced in March 2016, Trinity is in detailed discussions with a number of parties. Trinity Shareholders are advised that, whilst Management is encouraged with progress to date, there can be no certainty that any offer or other transaction will result from these discussions or as to the terms on which any offer or other transaction may be made.
Bruce A. I. Dingwall CBE, Executive Chairman of Trinity, commented:
"Trinity has exceeded its target to reduce our operating costs by 20% during 2015 year with the like-for-like reduction in pre-tax operating costs being 33%. The hard work of the team has and continues to bring about strong cost efficiencies post the period end. These efforts have enabled our business to maintain a positive cash flow at an operating level despite the backdrop of a dramatically reduced oil price and production levels.
Our current production rates and drastically reduced cost base provides strong testimony to not only the quality of the asset base but also to the resilience, operational expertise and organisational efficiency in coping with a radically reduced budget. This new operating mantra provides a basis for confidence and allows us to continue to explore all financing options to take the Company forward. Across the Onshore, West Coast and East Coast we have an inventory of drilling locations that could enhance production levels on the deployment of capital.
On behalf of the Board, I would like to express our thanks to our various stakeholders and to Trinity's staff for their continued commitment and hard work to sustain and maximise the portfolio's value."
Competent Person's Statement
The information contained in this announcement has been reviewed and approved by Graham Stuart, the Company's Technical Advisor, who has 34 years of relevant global experience in the oil industry. Mr Stuart holds a BSC (Hons) in Geology.
Enquiries
Trinity Exploration & Production Bruce Dingwall, Executive Chairman Tracy Mackenzie, Head of Corporate Development
|
Tel: +44 (0)13 1240 3860
|
RBC Capital Markets (NOMAD & Broker) Matthew Coakes Daniel Conti
|
Tel: +44 (0) 20 7653 4000 |
Oil & Gas Advisory Jakub Brogowski Roland Symonds
|
Tel: +44 (0) 20 7653 4000 |
About Trinity
Trinity is an independent E&P company focused solely on Trinidad and Tobago. Trinity operates producing and development assets both onshore and offshore, in the shallow water West and East Coasts of Trinidad. Trinity's portfolio includes current production, significant near-term production growth opportunities from low risk developments and multiple exploration prospects with the potential to deliver meaningful reserves/resources growth. The Company operates all of its licences and has 2P reserves of 21.8 mmbbls according to management estimates. Trinity is listed on the AIM market of the London Stock Exchange under the ticker TRIN.
Executive Chairman's Statement
Our Strategy
Trinity's vision and strategy have remained unchanged since 2005, ensuring that we remain a unique industry player. The Company continues to focus on retaining the integrity of our producing asset base and in adopting better operational practices and efficiencies despite the limited cash resources posed by the macroeconomic environment both locally and internationally.
The Company is seeking funding that will put the Company into a more robust position in order to ensure that we maximise returns from the current asset base. This will be realised by leveraging the benefits from maintaining and growing production in the context of a significantly reduced cost base with break-even levels of below USD 30.0/barrel (realised price) being targeted for the higher cost offshore by the end of 2016. Without such a funding event or refinancing, the Company would be unlikely to be able to continue as a going concern.
The Industry Context
The global oil and gas industry has continued to be negatively impacted by not only dramatically lower oil prices but also the extent of price volatility that has prevailed throughout 2015 and continues into 2016. We have seen costs falling in certain areas of the service sector as suppliers re-adjust prices to remain competitive in a challenging environment. This is expected to help drive down break-even levels across the portfolio.
Conventional equity and debt capital markets have significantly withdrawn liquidity from the sector, leading the industry to be more creative in funding solutions for growth and conserving balance sheets. In support of this, the industry must see greater collaboration. The new commodity price environment has created an opportunity to revise operating practices across the industry. With a clear vision, we can ensure that all players benefit together.
Where we are today and plans for the future
The Company announced on 8 April 2015 that, in light of the receipt of a number of conditional proposals and expressions of interest in relation to certain of the Company's assets, it was launching a Formal Sales Process ("FSP") and strategic review of options available to the Company to maximise value for shareholders. These options may include, but are not limited to, a farm-out or sale of one or more of the Company's existing assets, a corporate transaction such as a merger or sale of the Company to a third party or a subscription for the Company's securities by one or more third parties.
In response to falling oil prices, Trinity has focused on sustaining its liquidity position by securing ongoing moratorium extensions on the principal of its senior secured credit facility, disposing of non-core assets and reducing its operational expenditure ("Opex") and general and administrative ("G&A") costs in order to reduce breakeven levels. Several initiatives have been made and are underway with further significant cash cost reductions expected to be fully realised during 2016. The Group's revenues have decreased, due to a fall in production and predominantly as a result of a sharp decline in oil prices impacting the main source of revenue generation. Management has suspended investment in appraisal and development activities, and is continuing to manage its relationships with all stakeholders in an effort to sustain liquidity.
Consistent with the objectives of the strategic review and FSP, our near term objective is to conclude a complete refinancing with a structure that will enable the Company to retire its existing senior debt facilities, significantly reduce trade creditors and provide sufficient additional capital to maximise returns from its assets by growing production and cash flow. The Company is in detailed discussions with a number of interested parties about refinancing the Group and has appointed two specialist refinancing advisors to assist with this process. As drilling and service costs continue to adjust downward, the combination of a profoundly reduced cost base with falling commodity prices transforms the economic potential of the Group's reserve base.
Subject to the availability of appropriate financing and dependent upon drilling costs and prevailing commodity prices, the Company's objective is to resume its drilling programme across its asset base from a large inventory of drilling locations.
It is important to stress that these drilling locations are all targeting existing proven and probable ("2P") reserves and are not subject to the subsurface risks attached to exploration and appraisal activities. Trinity believes this offers a key point of differentiation from a significant percentage of its peer group.
Our objective remains to deliver value to shareholders and wider stakeholders by sourcing a funding solution to monetise the assets via the strategic review and FSP. However, Trinity shareholders are advised that there can be no certainty that any offers will be made as a result of the FSP, that any sale or other transaction will be concluded, nor as to the terms on which any offer or other transaction may be made.
OPERATIONS REVIEW
During 2015 Trinity's net production averaged 2,896 bopd.
Onshore operations
Average 2015 net production from the Onshore was 1,600 bopd which made up 55% of total production for the year. There was a 20% reduction in production from 2014 average levels of 2,006 bopd. Current onshore production is derived from the WD-5/6, FZ-2, WD-2, GU-1, WD-13 and WD-14 blocks in southern and south-western Trinidad.
The reduction in production came as a result of swabbing being suspended and significantly reduced capital expenditure on maintenance work. Whilst the focus during 2015 continued to be on arresting base declines and increasing production via workovers and RCPs, although, eight RCPs were budgeted, only one RCP on ER48 was conducted. However, ninety one rate restoring workovers (i.e. COPUs and reactivations) were conducted on the onshore assets in 2015 utilising Trinity owned production Rigs 2 and 6.
East Coast operations
Average 2015 net production from the East Coast was 983 bopd which equated to 34% of total production for the year. There was an 11% reduction in production from 2014 average levels of 1,106 bopd. Current east coast production is derived from the Alpha, Bravo and Delta platforms on the Trintes Field. Despite the cessation of investment, on-going steps to improve operating efficiency have been effective in sustaining production with currently levels ranging between 1,000 - 1,100 bopd. The retention of such stable production levels, at a time when no capital has been deployed towards new drilling, testifies to the technical capability and the knowledge of the operations within Trinity's team.
The 2015 budgeted production profile consisted of a plan to execute eight workovers as part of base management but only two workovers were conducted during Q4 of 2015; D16 in November and B10X in December. Despite the financial constraints and subsequent reduced workover activity, production remains robust as a result of improved well production management. Trinity continues to look at alternative low cost means of executing workovers. Moving forward, new drilling could further arrest base declines, with a significant inventory of new well locations in place and drill ready.
West Coast operations
Average 2015 net production from the West Coast was 313 bopd which equated to 11% of total production for the year. There was a 36% reduction in production from 2014 average levels of 491 bopd. Currently production is derived from the PGB and BM fields. The 2015 budgeted production profile for BM consisted of a plan to execute two workovers (ABM 150 & ABM 151) to both manage base production and grow overall production from the West Coast. However, due to funding restrictions, neither of the workovers were conducted. These workovers continue to represent opportunities for improving production in the future.
Over and above base declines, production was negatively impacted by compressor issues leading to outages on gas availability for re-injection to support lifting, resulting in periods of intermittent production at the BM field. Production levels were also impacted by the ABM 151 well having been temporarily shut-in during the year and the loss of the associated gas for lifting during that period.
Reserves and Resources
A comprehensive management review of all assets has been concluded and has estimated the current 2P reserves to be 21.8 mmstb at the end of 2015, compared to the year-end 2014 reserve estimate of 25.3 mmstb. This indicated a 3.5 mmstb (14%) decrease versus 2014 which was due to a combination of 2015 production of 1.1 mmstb and year end revisions of 2.4 mmstb. This 2.4 mmstb was not deemed as a downgrade to realisable volumes but rather a reallocation of 2P to the best estimate of contingent resources ("2C") due to the current economic environment, with the major factor being the application of a significantly reduced crude oil price deck. Subsequent to the reserves review the crude oil price futures price deck is markedly higher.
The subsurface review has defined investment programmes and constituent drilling targets to commercialise the reserves as detailed, by asset area, in the table below. The 2P reserve estimate is based on a fully funded programme under the assumption that management will secure the funding required to deliver this programme.
|
2015 2P Reserves Actual |
|||
Asset |
31-Dec-14 |
Production |
Revisions |
31-Dec-15 |
Net Oil Production |
mmstb |
mmstb |
mmstb |
mmstb |
Onshore |
6.8 |
(0.6) |
(1.8) |
4.5 |
East Coast |
14.5 |
(0.4) |
1.2 |
15.4 |
West Coast |
3.9 |
(0.1) |
(1.9) |
2.0 |
Total |
25.3 |
(1.1) |
(2.4) |
21.8 |
The year-end 2015 net 2C Resource estimate is 19.9 mmstb.
Asset |
2P Reserves |
2C Resources |
Net Total 2P+2C Reserves and Resources |
|
mmstb |
mmstb |
mmstb |
Onshore |
4.5 |
3.0 |
7.5 |
East Coast |
15.4 |
15.4 |
30.8 |
West Coast |
2.0 |
1.5 |
3.5 |
Total |
21.8 |
19.9 |
41.8 |
TGAL Development
Management resource estimates on the TGAL discovery were upgraded to STOIIP of 150-210 mmbbls (best estimate 186 mmbbls). The existing 3D seismic dataset over the TGAL and Trintes areas was reprocessed to improve data quality using Common Reflection Surface ("CRS") technology. The results from the application of a leading edge processing technology were transformative in allowing Trinity to use the seismic to better image the subsurface structures of the Trintes and TGAL fields, which included integration of seafloor and shallow seismic data.
After working up the well designs (for drilling and completion) and the topside solution, a draft Field Development Plan ("FDP") was completed and submitted to the Ministry of Energy and Energy Industries ("MEEI") in Trinidad at the end of October 2015 for review and comments.
FINANCIAL REVIEW
2015 Results Overview
In 2015 Trinity incurred a USD 7.0 million operating loss and USD 57.9 million loss after tax including USD 17.2 million in exceptional items, USD 6.7 million in finance costs and USD 27.0 million with respect to taxation charges. The following summarises the 2015 financial results:
Financial Results Summary
|
2015 |
2014 |
Δ |
Net production |
|
|
|
Production (bopd) |
2,896 |
3,603 |
(707) |
YTD production (mmbbls) |
1.1 |
1.3 |
(0.2) |
Average realised oil price (USD/ bbl) |
45.5 |
85.8 |
(40.3) |
|
|
|
|
|
USD MM |
USD MM |
USD MM |
Statement of Comprehensive Income |
|
|
|
Revenues |
48.2 |
113.5 |
(65.3) |
Operating expenses |
55.3 |
101.3 |
(46.0) |
EBITDA |
1.2 |
28.5 |
(27.3) |
Operating (loss) profit before exceptional items |
(7.0) |
12.2 |
(19.2) |
Exceptional items |
(17.2) |
(120.9) |
103.7 |
Exploration costs written off |
-- |
(14.9) |
14.9 |
Operating loss after exceptional items |
(24.3) |
(123.7) |
99.4 |
Loss before income tax |
(30.9) |
(128.8) |
97.9 |
Currency translation |
(0.6) |
0.2 |
(0.9) |
Total Comprehensive loss for the year |
(58.5) |
(141.2) |
82.7 |
|
|
|
|
|
USD MM |
USD MM |
USD MM |
Statement of Cash Flows |
|
|
|
Cash inflow from operating activities |
2.5 |
11.8 |
(9.3) |
Net cash outflow from investing activities |
(2.2) |
(16.9) |
14.7 |
Net cash inflow from financing activities |
(25.2) |
13.0 |
(38.2) |
Closing cash balance |
8.2 |
33.1 |
(24.9) |
Statement of Comprehensive Income Analysis
Revenues
2015 revenues were USD 48.2 million (2014: USD 113.5 million). This decrease is mainly attributable to a combination of: (i) the decline in average realised oil price of USD 45.5/bbl (2014: USD 85.8/bbl); and (ii) lower production
Operating expenses
Operating expenses were USD 55.3 million (2014: USD 101.3 million) which are made up as follows:
· Royalties of USD 14.6 million (2014: USD 37.0 million)
· Production costs of USD 22.0 million (2014: USD 32.9 million)
· Depreciation, depletion and amortisation amounted to USD 8.2 million (2014: USD 16.4 million)
· General and administrative expense of USD 10.5 million (2014: USD 15.0 million)
Exceptional items (includes asset impairment)
Exceptional items were USD (17.2) million (2014: USD (135.9) million) inclusive of USD 6.4 million written off costs in relation to Blocks 1(a) & 1(b), USD 6.2 million relating to impairment of property, plant and equipment, receivables and inventory, USD 1.9 million relating to provision for restructuring and USD 2.7 million relating to loss on certain disposals and fees relating to the FSP.
See Note. 28 to Consolidated Financial Statements - Exceptional items for further details.
The Group's operating loss after exceptional items was USD 24.3 million (2014: USD 123.7 million).
Net Finance Costs
In 2015, finance costs amounted to USD 6.7 million (2014: USD 5.2 million), which is made up of the unwinding of the decommissioning liability USD 1.5 million (2014: USD 1.2 million) and combined interest related to the fully drawn (USD 20.0 million & USD 25.0 million) Citibank loans and interest accrued on outstanding taxes of USD 5.2 million (2014: USD 4.0 million).
Taxation Charge
The tax charge for 2015 was USD 27.0 million (2014: USD 12.7 million), and its components are described below.
· Supplemental Petroleum Tax (SPT): The SPT charge for 2015 amounted to USD 1.8 million which is still payable (2014: USD 14.9 million).
· Petroleum Profits Tax (PPT): The PPT charge for the year ended in a credit of USD 0.2 million (2014: USD 1.1 million).
· Corporation tax (CT): The CT for the year amounted to USD 0.6 million (2014: USD 2.2 million)
· Deferred tax (DT): The DT for the year as a result of the derecognising of a large portion of the Group's deferred tax asset from the Statement of Financial Positions at the end of 2015, amounted to a charge of USD 24.7 million (2014: USD 5.5 million).
Consolidated Statement of Cash Flows Analysis
Cash inflow from operating activities
Cash inflow from operating activities was USD 2.5 million (2014: USD 11.8 million), following adjustments for:
· Operating activities of USD 1.1 million inflow (2014: USD 28.5 million inflow)
· Changes in working capital outflow of USD 0.2 million (2014: outflow of USD 12.6 million)
· Taxation paid of USD 0.1 million (2014: USD 3.8 million).
Cash outflow from investing activities
Cash outflow from investing activities was USD 2.2 million (2014: USD 16.9 million), and is made up of the following:
· Exploration and evaluation assets: The majority of expenditure of USD 1.2 million in 2015 relates to the TGAL field development.
· Property plant and equipment: expenditure on property, plant and equipment for the year was USD 1.0 million (2014: USD 11.9 million). This includes mainly infrastructure upgrades.
Cash outflow from financing activities
Cash outflow from financing activities was USD 25.1 million (2014: USD 13.0 million) as a result of debt repayment and finance costs:
· Repayment of borrowings of USD 20.0 million (2014: USD 8.0 million) includes principal repayment toward the Citibank USD 25.0 million loan
· Payment of loan finance costs of USD 5.2 million (2014: USD 4.0 million)
See Note15 to the Consolidated Financial Statements- Borrowings for further details.
Accounting Policies
AIM listed companies are required to comply with the European regulation to report consolidated statements that conform to International Financial Reporting Standards ("IFRS"). The Group's significant accounting policies and details of the significant accounting judgements and critical accounting estimates are disclosed within the notes to the financial statements. The Group has not made any changes to its accounting policies in the year ended 31 December 2015.
Citibank Loan Repayment
Trinity continues to have pro-active discussions with Citibank to manage the repayment of the combined USD 13.0 million debt balance with ongoing moratoriums.
Events Since Year End
· Asset Sale Activity
On 21 October 2015, Trinity announced that it entered into an agreement (the "Touchstone SPA") to sell its interests in the WD-2, WD-5/6, WD-13, WD-14 and FZ-2 licenses and related fixed assets (the "Blocks") to Touchstone Exploration Inc. ("Touchstone") for a cash consideration of USD 20.8 million. The Touchstone SPA was subject to various conditions precedent and had a backstop date of 13 March 2016. The backstop date expired without all of the conditions precedent being satisfied. As a result, the sale of the Blocks to Touchstone did not complete with the deposit of USD 2.08 million, which had been held in escrow, being subsequently released to Touchstone (this was not included in Trinity's cash balances).
The sale of the Group's 100% interest in the Guapo-1 block ("Block GU-1") to New Horizon Exploration Trinidad and Tobago Unlimited ("New Horizon") for a cash consideration of USD 2.8 million (the "Guapo Transaction") has been completed. All the conditions precedent for the Guapo Transaction have been satisfied including standard regulatory approvals, which were granted on 15 April 2016. The transaction was subsequently finalised with the closure of the cash settlement on 25 May 2016. The cash proceeds will be used predominantly by Trinity for working capital purposes.
· Funding and Refinancing
On 14 March 2015 Trinity announced that the Company had engaged two specialist refinancing advisers, Imperial Capital of New York and Cantor Fitzgerald of London. Management is encouraged by the interest levels from several potential investors. Trinity's near term objective is to conclude a complete refinancing structure that will enable the Company to retire its existing senior debt facilities, reduce other outstanding payables and provide sufficient additional capital to retain the integrity of its assets and grow production and cash flow. As part of the refinancing deal it is expected that there would have to be significant discounts agreed on the outstanding senior debt and with its creditors. Without such a refinancing, the Group and Company would be unlikely to be able to continue as a going concern.
|
Note |
2015 |
|
2014 |
|
|||||
|
|
$'000 |
|
$'000 |
|
|||||
Operating Revenues |
|
|
|
|
|
|||||
Crude oil sales |
|
48,180 |
|
113,319 |
|
|||||
Other income |
|
30 |
|
144 |
|
|||||
|
|
48,210 |
|
113,463 |
|
|||||
|
|
|
|
|
|
|||||
Operating Expenses |
|
|
|
|
|
|||||
Royalties |
|
(14,571) |
|
(36,980) |
|
|||||
Production costs |
|
(21,966) |
|
(32,931) |
|
|||||
Depreciation, depletion and amortisation |
5 |
(8,219) |
|
(16,335) |
|
|||||
General and administrative expenses |
|
(10,497) |
|
(15,019) |
|
|||||
|
|
(55,253) |
|
(101,265) |
|
|||||
|
|
|
|
|
|
|||||
Operating (Loss)/Profit Before Exceptional Items |
|
(7,043) |
|
12,198 |
|
|||||
|
|
|
|
|
|
|||||
Exceptional Items |
28 |
(17,229) |
|
(120,939) |
|
|||||
Exploration cost write off |
|
-- |
|
(14,929) |
|
|||||
|
|
|
|
|
|
|||||
Operating Loss After Exceptional Items |
19 |
(24,272) |
|
(123,670) |
|
|||||
|
|
|
|
|
|
|||||
Finance Income |
|
-- |
|
33 |
|
|||||
|
|
|
|
|
|
|||||
Finance Costs |
20 |
(6,675) |
|
(5,151) |
|
|||||
|
|
|
|
|
|
|||||
Loss Before Income Tax |
|
(30,947) |
|
(128,788) |
|
|||||
|
|
|
|
|
|
|||||
Income Tax Expense |
21 |
(26,976) |
|
(12,657) |
|
|||||
|
|
|
|
|
|
|||||
Loss For The Year |
|
(57,923) |
|
(141,445) |
|
|||||
|
|
|
|
|
|
|||||
Other Comprehensive (Expense)/Income: |
|
|
|
|
|
|||||
Items that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|||||
Currency Translation |
|
(597) |
|
263 |
|
|||||
|
|
|
|
|
|
|||||
Total Comprehensive Loss For The Year |
|
(58,520) |
|
(141,182) |
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Earnings per share (expressed in dollars per share) |
|
|
|
|
|
|
||||
Basic |
|
29 |
(0.62) |
|
(1.49) |
|||||
Diluted |
|
29 |
(0.62) |
|
(1.49) |
|||||
|
Note |
2015 |
|
2014 |
ASSETS |
|
$'000 |
|
$'000 |
|
|
|
|
|
Non-current Assets |
|
|
|
|
Property, plant and equipment |
5 |
46,143 |
|
85,655 |
Intangible assets |
6 |
26,751 |
|
25,676 |
Deferred tax assets |
17 |
2,460 |
|
27,630 |
|
|
75,354 |
|
138,961 |
Current Assets |
|
|
|
|
Inventories |
8 |
3,962 |
|
11,909 |
Trade and other receivables |
7 |
10,593 |
|
21,990 |
Non-current asset held-for-sale |
14 |
30,491 |
|
672 |
Taxation recoverable |
9 |
192 |
|
548 |
Cash and cash equivalents |
10 |
8,200 |
|
33,084 |
|
|
53,438 |
|
68,203 |
Total Assets |
|
128,792 |
|
207,164 |
|
|
|
|
|
Equity and liabilities |
|
|
|
|
|
|
|
|
|
Equity Attributable to Owners of the Parent |
|
|
|
|
Share capital |
11 |
94,800 |
|
94,800 |
Share premium |
11 |
116,395 |
|
116,395 |
Share warrants |
12 |
71 |
|
71 |
Share based payment reserve |
27 |
12,178 |
|
11,834 |
Merger reserves |
13 |
75,467 |
|
75,467 |
Reverse acquisition reserve |
13 |
(89,268) |
|
(89,268) |
Translation reserve |
|
(557) |
|
527 |
Accumulated losses |
|
(188,993) |
|
(131,070) |
Total Equity |
|
20,093 |
|
78,756 |
|
|
|
|
|
Non-current Liabilities |
|
|
|
|
Provision for other liabilities |
16 |
19,831 |
|
39,775 |
Deferred tax liabilities |
17 |
3,308 |
|
3,778 |
|
|
23,139 |
|
43,553 |
|
|
|
|
|
Current Liabilities |
|
|
|
|
Trade and other payables |
18 |
25,274 |
|
33,374 |
Provision for other liabilities |
16 |
1,930 |
|
-- |
Liabilities held for sale Borrowings |
14 15 |
21,927 13,000 |
|
-- 33,000 |
Taxation payable |
9 |
23,429 |
|
18,481 |
|
|
85,560 |
|
84,855 |
Total Liabilities |
|
108,699 |
|
128,408 |
Total Equity and Liabilities |
|
128,792 |
|
207,164 |
The financial statements were authorised for issue by the Board of Directors on 25 May 2016 and were signed on its behalf by:
___________________________________
Bruce A. I. Dingwall CBE
Executive Chairman
25 May 2016
|
|
|
||
|
Note |
2015 |
|
2014 |
ASSETS |
|
$'000 |
|
$'000 |
|
|
|
|
|
Non-current Assets |
|
|
|
|
Investment in subsidiaries |
22 |
44,775 |
|
44,513 |
Trade and other receivables |
7 |
10,813 |
|
10,106 |
|
|
55,588 |
|
54,619 |
Current Assets |
|
|
|
|
Trade and other receivables |
7 |
1,176 |
|
1,106 |
Cash and cash equivalents |
10 |
-- |
|
10 |
|
|
1,176 |
|
1,116 |
Total Assets |
|
56,764 |
|
55,735 |
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Equity Attributable to Owners of the Parent |
|
|
|
|
Share capital |
11 |
94,800 |
|
94,800 |
Share premium |
11 |
116,395 |
|
116,395 |
Share based payment reserve |
|
1,505 |
|
1,419 |
Merger reserves |
|
56,652 |
|
56,652 |
Accumulated losses |
|
(218,234) |
|
(215,838) |
Total Equity |
|
51,118 |
|
53,428 |
|
|
|
|
|
Current Liabilities |
|
|
|
|
Trade and other payables |
18 |
859 |
|
1,147 |
Tax payable |
9 |
1,614 |
|
1,160 |
Intercompany |
|
3,173 |
|
-- |
|
|
5,646 |
|
2,307 |
Total Liabilities |
|
5,646 |
|
2,307 |
Total Equity and Liabilities |
|
56,764 |
|
55,735 |
The financial statements were authorised for issue by the Board of Directors on 25 May 2016 and were signed on its behalf by:
____________________________________
Bruce A. I. Dingwall CBE
Executive Chairman
25 May 2016
Trinity Exploration & Production plc
Registered Number: 07535869
Year ended 31 December 2014 |
Share Capital |
Share Premium |
Share Warrants |
Share Based Payment Reserve |
Reverse Acquisition Reserve |
Merger Reserves |
Translation Reserve |
Accumulated (Losses)/ Profits |
Total Equity |
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
|
|
|
|
|
At 1 January 2014 |
94,800 |
116,395 |
71 |
11,523 |
(89,268) |
74,808 |
567 |
10,375 |
219,271 |
|
|
|
|
|
|
|
|
|
|
Share based payment charge (note 27) |
-- |
-- |
-- |
163 |
-- |
-- |
-- |
-- |
163 |
Translation difference |
-- |
-- |
-- |
148 |
-- |
659 |
(303) |
-- |
504 |
Total comprehensive loss for the year |
-- |
-- |
-- |
-- |
-- |
-- |
263 |
(141,445) |
(141,182) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2014 |
94,800 |
116,395 |
71 |
11,834 |
(89,268) |
75,467 |
527 |
(131,070) |
78,756 |
|
|
|
|
|
|
|
|
|
|
At 1 January 2015 |
94,800 |
116,395 |
71 |
11,834 |
(89,268) |
75,467 |
527 |
(131,070) |
78,756 |
Share based payment charge (note 27) |
-- |
-- |
-- |
344 |
-- |
-- |
-- |
-- |
344 |
Translation difference |
-- |
-- |
-- |
-- |
-- |
-- |
(487) |
-- |
(487) |
Total comprehensive loss for the year |
-- |
-- |
-- |
-- |
-- |
-- |
(597) |
(57,923) |
(58,520) |
|
|
|
|
|
|
|
|
|
|
At 31 December 2015 |
94,800 |
116,395 |
71 |
12,178 |
(89,268) |
75,467 |
(557) |
(188,993) |
20,093 |
|
Share Capital |
Share Premium |
Share Based Payment Reserve |
Merger Reserves |
Accumulated Losses |
Total Equity |
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
Year ended 31 December 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2014 |
94,800 |
116,395 |
1,127 |
56,652 |
(9,991) |
258,983 |
Share based payment charge |
-- |
-- |
292 |
-- |
-- |
292 |
Total comprehensive loss for the year |
-- |
-- |
-- |
-- |
(205,847) |
(205,847) |
At 31 December 2014 |
94,800 |
116,395 |
1,419 |
56,652 |
(215,838) |
53,428 |
|
|
|
|
|
|
|
At 1 January 2015 |
94,800 |
116,395 |
1,419 |
56,652 |
(215,838) |
53,428 |
Share based payment charge |
-- |
-- |
86 |
-- |
-- |
86 |
Total comprehensive loss for the year |
-- |
-- |
-- |
-- |
(2,396) |
(2,396) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2015 |
94,800 |
116,395 |
1,505 |
56,652 |
(218,234) |
51,118 |
|
Note |
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
Operating Activities |
|
|
|
|
Loss before taxation |
|
(30,947) |
|
(128,788) |
Adjustments for: |
|
|
|
|
Translation difference |
|
841 |
|
(232) |
Finance cost - loans and interest |
20 |
5,151 |
|
3,985 |
Share based payment charge |
27 |
344 |
|
163 |
Finance cost - decommissioning provision |
16 |
1,524 |
|
1,167 |
Finance income |
|
-- |
|
(33) |
Depreciation, depletion and amortisation |
5 |
8,219 |
|
16,335 |
Loss on disposal of inventory |
|
1,302 |
|
-- |
Loss on disposal of assets |
|
108 |
|
-- |
Write off of 1(a) & 1 (b) |
|
6,385 |
|
-- |
Potential claim |
28 |
-- |
|
1,270 |
Exploration cost write off |
6 |
-- |
|
14,929 |
Impairment of property, plant and equipment |
5 |
2,559 |
|
96,242 |
Impairment of intangibles |
6 |
131 |
|
23,430 |
Provision for restructuring |
|
1,943 |
|
-- |
Impairment of receivables |
|
1,036 |
|
-- |
Impairment of inventory |
|
2,483 |
|
-- |
|
|
1,079 |
|
28,468 |
Changes In Working Capital |
|
|
|
|
Inventories |
8 |
5,541 |
|
121 |
Held for sale assets |
|
104 |
|
-- |
Trade and other receivables |
7 |
2,785 |
|
14,792 |
Trade and other payables |
18 |
(6,910) |
|
(27,742) |
|
|
2,599 |
|
15,639 |
|
|
|
|
|
Taxation paid |
|
(114) |
|
(3,837) |
Net Cash Inflow From Operating Activities |
|
2,485 |
|
11,802 |
|
|
|
|
|
Investing Activities |
|
|
|
|
Purchase of exploration and evaluation assets |
6 |
(1,206) |
|
(4,970) |
Purchase of property, plant and equipment |
5 |
(1,012) |
|
(11,941) |
Net Cash Outflow From Investing Activities |
|
(2,218) |
|
(16,911) |
|
|
|
|
|
Financing Activities |
|
|
|
|
Finance income |
|
-- |
|
33 |
Finance cost - loans |
20 |
(5,151) |
|
(3,985) |
Repayment of borrowings |
15 |
(20,000) |
|
(8,000) |
Proceeds from new borrowings |
15 |
-- |
|
25,000 |
Net Cash (Outflow)/ Inflow From Financing Activities |
|
(25,151) |
|
13,048 |
|
|
|
|
|
(Decrease)/Increase in Cash and Cash Equivalents |
|
(24,884) |
|
7,939 |
Cash And Cash Equivalents |
|
|
|
|
At beginning of year |
|
33,084 |
|
25,145 |
(Decrease)/Increase in cash and cash equivalents |
|
(24,884) |
|
7,939 |
At end of year |
10 |
8,200 |
|
33,084 |
|
Note |
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
|
|
|
|
|
Operating Activities |
|
|
|
|
Loss before taxation |
|
(2,159) |
|
(204,690) |
Adjustments for: |
|
|
|
|
Exchange differences |
|
70 |
|
-- |
Finance income - intragroup loans |
|
(314) |
|
(8,420) |
Finance cost - interest on taxes |
|
129 |
|
3 |
Share based payment charge |
|
86 |
|
79 |
Impairment of investment in subsidiaries |
22 |
-- |
|
50,100 |
Impairment of intragroup loans |
|
-- |
|
161,569 |
|
|
(2,188) |
|
(1,359) |
|
|
|
|
|
Changes In Working Capital |
|
|
|
|
Trade and other receivables |
7 |
(893) |
|
(11,013) |
Trade and other payables |
18 |
2,886 |
|
(224) |
|
|
|
|
|
Net Cash Outflow from Operating Activities |
|
(195) |
|
(12,596) |
|
|
|
|
|
Financing Activities |
|
|
|
|
Finance income - intragroup loans |
|
314 |
|
8,420 |
Finance cost - interest on taxes |
|
(129) |
|
(3) |
|
|
|
|
|
Net Cash Inflow from Financing Activities |
|
185 |
|
8,417 |
|
|
|
|
|
Decrease In Cash And Cash Equivalents |
|
(10) |
|
(4,179) |
|
|
|
|
|
Cash And Cash Equivalents |
|
|
|
|
At beginning of year |
|
10 |
|
4,189 |
Decrease in cash and cash equivalents |
|
(10) |
|
(4,179) |
|
|
|
|
|
|
|
|
|
|
At end of year |
10 |
-- |
|
10 |
|
|
|
|
|
|
|
|
|
|
1 Background and Accounting Policies
The principal accounting policies applied in the preparation of this consolidated financial information are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Background
Trinity Exploration & Production plc ("Trinity") previously Bayfield Energy Holdings plc ("Bayfield") was incorporated and registered in England and Wales on 21 February 2011 and traded on the Alternative Investment Market ("AIM"), a market operated by the London Stock Exchange plc. On 14 February 2013, Bayfield was acquired by Trinity Exploration & Production (UK) Limited ("TEPL"), a Company incorporated in Scotland, through a reverse acquisition. On the 14 February 2013, the enlarged Group was re-admitted to trading on AIM and Bayfield changed its name to Trinity Exploration & Production plc. Trinity ("the Company") and its subsidiaries (together "the Group") are involved in the exploration, development and production of oil and gas reserves in Trinidad.
Basis of Preparation
This consolidated financial information has been prepared on a going concern basis, in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"), IFRS Interpretations Committee ("IFRS IC") interpretations as adopted by the EU and those parts of the Companies Act 2006 as applicable to companies reporting under IFRS. This consolidated financial information has been prepared under the historical cost convention, modified for fair values under IFRS.
The preparation of the consolidated financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial information are disclosed in note 3.
The Company has taken advantage of the exemption in Section 408 of the Companies Act 2006 not to present its own income statement or statement of comprehensive income. The loss for the Company for the year was $2.4 million (2014 $205.8 million loss).
Going Concern
In making their going concern assessment, the Directors have considered the Group's budget and cash flow forecasts. The Group is incurring expenditure in order to continue operations from its existing fields but is faced with the challenge of lower revenues due to current global oil prices. The Group is making limited payments to its creditors and bankers pending discussions with potential new investors to refinance the Group. Discussions with the Group's creditors and bankers are ongoing and it is expected that the current moratorium agreement with its bankers will be extended further. Creditors continue to delay repayment requests and the bank has continued to provide extensions as required on a weekly or bi-monthly basis since the Group breached the loan covenants at the end of 2014 with the next expiration due on 27 May 2016.
The Group is in discussions with a number of interested parties about a refinancing of the Group. Such a refinancing is required in order for the Group and Company to continue as a going concern. As part of the refinancing deal it is expected that there would have to be significant discounts agreed on the outstanding senior debt and with its creditors. Without such a refinancing, the Group and Company would be unlikely to be able to continue as a going concern.
The Board of Directors has carefully considered and formed a reasonable judgement that, at the time of approving these financial statements, there is a reasonable expectation that the Group and Company will be able to complete the refinancing and obtain the funding required to continue operations for the foreseeable future. For this reason, the Board of Directors continues to adopt the going concern basis of preparing the financial statements. However, the need for additional funding indicates the existence of a material uncertainty which may cast significant doubt on the Company and the Group's ability to continue as a going concern and, therefore the Group and Company may be unable to fully realise their assets and discharge their liabilities in the normal course of business. The financial statements do not include the adjustments that would be necessary if the Group and Company were unable to continue as a going concern.
New and amended standards adopted by the Group:
There have been no amendments with effect from 1 January 2015 adopted by the Group. The following standards have been published and are effective for periods beginning after 1 January, 2015 but had no significant impact on the Group:
IFRS 10 Consolidated Financial Statements |
This is a new standard that replaces existing guidance on this area and introduces new criteria for determining whether an entity should be consolidated within the results of the Group, with the key determinant now being whether the Group controls the entity (i.e. has the power to direct the level of returns the entity makes, and whether the Group receives variable returns from the Group. |
Periods beginning on / after 1 January2013 |
IFRS 11 Joint Arrangements |
As with the above, this is a new standard, which reduces the number of categories of and therefore options for accounting for joint arrangements. Joint ventures are accounted for using the equity method, and a joint operator in a joint operation will recognise its share of assets, liabilities, revenues and expenses in its own financial statements. The previous accounting policy choice has been removed. |
Periods beginning on / after 1 January 2013 |
IFRS 12 Disclosure of Interests in Other Entities |
This new standard sets out the disclosure requirements in the financial statements in respect of IFRS 10 and IFRS 11 The key additional disclosure above those already required under existing standards, is that additional information is required on the nature, risks and financial effects of the Company's interests in other entities. |
Periods beginning on / after 1 January 2013 |
IAS 19 Employee Benefits |
A further amendment to IAS 19R is designed to clarify the application of the standard to plans that require employees or third parties to contribute towards the cost of benefits. Contributions that are linked to service, but do not vary with the length of the employee service are to be deducted from the cost of benefits earned in the period that the service is provided. However, contributions that vary according to the length of service must be spread over the service period. Contributions not linked to service are reflected in the measurement of the balance sheet liability. |
Periods beginning on / after 1 July 2014 |
IAS 36 Impairment of Assets |
Some narrow scope amendments have been made to the Standard, which will impact entities who recognise or reverse an impairment loss on non-financial assets by altering some of the associated disclosure requirements. |
Periods beginning on / after 1 January 2014 |
IAS 39 Financial Instruments: recognition and measurement |
The amendment clarifies the accounting impact on hedge accounting when entities novate derivative contracts to central counterparties to reduce counterparty risk. |
Periods beginning on / after 1 January 2014 |
New and amended standards not yet adopted by the Group:
The following standards and amendments to existing standards have been published and are effective for periods beginning after 1 January 2015 and have not been applied in preparing these consolidated financial statement. None of these is expected to have a significant effect on the Group:
IFRS 15 Revenue from Contracts with Customers |
The new standard for revenue replaces IAS 18, and will have a significant impact on some entities. The changes could have an impact on the timing of when revenue is recognised and the period over which it is recognised as well as on the financial statement disclosures. |
Periods beginning on / after 1 January 2017 |
IFRS 9 Financial Instruments |
This is a new accounting standard that introduces a new classification approach for financial assets and liabilities. The previous four categories for financial assets will be reduced to three, being fair value through profit and loss, fair value through other comprehensive income and amortised cost, and financial liabilities will be measured at amortised cost or fair value through profit and loss. This may result in additional gains or losses being recognised in the Income. |
Periods beginning on / after 1 January 2018 |
IFRS 16 Leases |
This is a new accounting standard which requires lessees to recognise nearly all leases on the balance sheet which will reflect their right to use an asset for a period of time and the associated liability for payments. |
Periods beginning on / after 1 Jan 2019 |
Basis of consolidation
The consolidated financial information incorporates the financial information of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the statement of comprehensive income. Costs related to an acquisition are expensed as incurred.
Uniform accounting policies have been adopted across the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Business combination
The acquisition of subsidiaries is accounted for using the acquisition method. Identifying the acquirer in a business combination is based on the concept of 'control'. However in certain circumstances the positions may be reversed and it is the legal subsidiary entity's shareholders who effectively control the combined Group even though the other party is the legal parent. IFRS 3 requires, in a business combination effected through an exchange of equity interests, all relevant facts and circumstances be considered to determine which of the combining entities has the power to govern the financial and operating policies of the other entity. These combinations are commonly referred to as 'reverse acquisitions'.
For each business combination, the cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Transaction costs are expensed directly to the Statement of Comprehensive Income. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. Where the Group has acquired assets held in a subsidiary undertaking that do not meet the definition of a business combination, purchase consideration is allocated to the net assets acquired and the interests of non-controlling shareholders are initially measured at their proportionate share of the acquiree's net assets.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for the sale of crude oil and services provided in the ordinary course of business, net of discounts and sales related taxes. Revenue is recognised when goods are delivered and title has passed when the oil is transferred to the Petroleum Company of Trinidad & Tobago ("Petrotrin") pipelines, at which point revenue will be recognised. Petrotrin are the group's only customer.
Interest income is accrued on a time basis, by reference to the principal outstanding and the interest rate applicable, unless collectability is in doubt.
Share-based payments
The Group operates a number of equity-settled, share-based compensation plans comprised of warrants, options and long term incentive plans ("LTIP") as consideration for services rendered by the Group's employees. The fair value of the services received in exchange for the grant of share-based payment is recognised as an expense.
The total amount to be expensed is determined by reference to the fair value of the options granted:
- including any market performance conditions (for example, an entity's share price);
- excluding the impact of any service and non-market performance vesting conditions and
- including the impact of any non-vesting conditions
Non-market performance and service conditions are included in assumptions about the number of share-based payments that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. When the options are exercised, the Group issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.
Where the services provided relate solely to the issue of share capital, the expense will be charged to equity within the share premium account.
The Company granted employees options and LTIPs over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
Foreign currency translation
(a) Functional and presentation currency
The functional currency of the Group operating entity is Trinidad & Tobago Dollars ("TTD") as this is the currency of the primary economic environment in which the entities operate. The presentation currency is United States Dollars ("USD") which better reflects the Group's business activities and improves ability of users of the financial statements to compare financial results with others in the International Oil and Gas industry. The Statement of Financial Position is translated at the closing rate and Statement of Comprehensive Income is translated at the average rate for the period. The following exchange rates have been used in the preparation of these financial statements:
|
2015 |
2014 |
||
|
USD |
£ |
USD |
£ |
Average rate TTD= USD/£* |
6.354 |
9.784 |
6.385 |
10.523 |
Closing rate TTD= USD/£ |
6.420 |
9.594 |
6.359 |
9.934 |
(*): £ means Great British Pound ("GBP")
|
|
|
|
|
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
Intangible assets
(a) Exploration and evaluation assets
i) Capitalisation
Exploration and Evaluation assets are initially classified as intangible assets. Such costs include those directly associated with an exploration area. Upon discovery of commercial reserves capitalisation is recognised within Property, Plant and Equipment.
Oil and natural gas exploration and evaluation expenditures are accounted for using the successful efforts method of accounting. Under this method, costs are accumulated on a prospect-by-prospect basis and capitalised upon discovery of commercially viable mineral reserves. If the commercial viability is not achieved or achievable, such costs are charged to expense.
Costs incurred in the exploration and evaluation of assets includes:
ii) License and property acquisition costs
Exploration and property leasehold acquisition costs are capitalised within exploration and evaluation assets.
iii) Exploration and evaluation expenditure
Costs directly associated with an exploration well are capitalised until the determination of reserves is evaluated. Such costs include topographical, geological, geochemical, and geophysical studies, exploratory drilling costs, trenching, sampling and activities in relation to evaluating the technical feasibility and commercial viability of extracting mineral resources. Capitalisation is made within property, plant and equipment or intangible assets according to its nature, however the majority of such expenditure is capitalised as an intangible asset. If commercial reserves are found, the costs continue to be carried as an asset. If commercial reserves are not found, exploration and evaluation expenditures are written off as a dry hole when that determination is made.
Once commercial reserves are found, exploration and evaluation assets are tested for impairment and transferred to development tangible and intangible assets as applicable. No depreciation and/or amortisation are charged during the exploration and evaluation phase.
iv) Impairment
Exploration and evaluation assets are tested for impairment (in accordance with the criteria set out in IFRS 6: Exploration for and Evaluation of Mineral Resources) whenever facts and circumstances indicate impairment. An impairment loss is recognised for the amount by which the exploration and evaluation assets' carrying amount exceed their recoverable amount. The recoverable amount is the higher of the exploration and evaluation assets' fair value less costs to sell and their value in use. For the purposes of assessing impairment, the exploration and evaluation assets subject to testing are grouped with existing cash generating units ("CGU") of related production fields located in the same geographical region. The geographical region is the same as that used for reserves reporting purposes.
The following indicators are evaluated to determine whether these assets should be tested for impairment:
· The period for which the Group has the right to explore in the specific area.
· Whether substantive expenditure on further exploration and evaluation in the specific area is budgeted or planned.
· Whether exploration and evaluation in the specific area have not led to the discovery of commercially viable quantities and the Company has decided to discontinue such activities in the specific area.
· Whether sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
(b) Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Property, plant and equipment
(a) Oil and gas assets
i) Development and Producing Assets - Capitalisation
Acquisitions of oil and gas properties are accounted for under the purchase method where the transaction meets the definition of a business combination.
Transactions involving the purchase of an individual field interest, or a Group of field interests, that do not qualify as a business combination are treated as asset purchase, irrespective of whether the specific transactions involve the transfer of the field interests directly, or the transfer of an incorporated entity. Accordingly, the consideration is allocated to the assets and liabilities purchased on a relative fair value basis.
Proceeds on disposal are applied to the carrying amount of the specific asset or development and production assets disposed of. Any excess is recorded as a gain on disposal in the statement of comprehensive income and any shortfall between the proceeds and the carrying amount is recorded as a loss on disposal in the statement of comprehensive income.
Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development commercially proven wells is capitalised according to its nature. When development is completed on a specific field it is transferred to Production Assets. No depreciation and/or amortisation are charged during the development phase.
Expenditure on Geological and Geophysical (G&G) surveys used to locate and identify properties with the potential to produce commercial quantities of oil and gas as well as to determine the optimal location for development wells are capitalised.
ii) Development and Producing Assets - Impairment
An impairment test is performed whenever events and circumstances arising during the development or production phase indicate that the carrying value of a development or production asset may exceed its recoverable amount. Impairment triggers include but are not limited to, declining long term market prices for oil and gas, significant downward reserve revisions, increased regulations or fiscal changes, deteriorating local conditions such that it becomes obsolete and unsafe to continue operations.
The carrying value is compared against the expected recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and the value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels (its cash generating unit) for which there are separately identifiable cash flows. The cash generating unit applied for impairment test purposes is generally the field. These fields are the same as that used for reserves reporting purposes.
iii) Producing Assets - Depreciation, depletion and amortisation
The provision for depreciation, depletion and amortisation of developed and producing oil and gas assets are calculated using the unit of production method.
Oil and gas assets are depreciated generally on a field-by-field basis using the unit-of-production method 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 development costs. Changes in the estimates of commercial reserves or future development costs are dealt with prospectively.
iv) Decommissioning
Provision for decommissioning is recognised in full at the commencement of oil and gas production. The amount recognised is the net present value of the estimated cost of decommissioning at the end of the economic producing lives of the wells and the end of the useful lives of refinery and storage units. Such costs include removal of equipment and restoration of land or seabed. The unwinding of the discount on the provision is included in the statement of comprehensive income within finance costs.
A corresponding asset is also created at an amount equal to the provision. This is subsequently depleted as part of the capital costs of the production assets. Any change in the present value of the estimated expenditure or discount rates are reflected as an adjustment to the provision and the asset and dealt with prospectively.
(b) Non-oil and gas assets
All property, plant and equipment are recorded at historical cost less accumulated depreciation and any impairment losses. Historical cost includes the original purchase price of the asset and expenditure that is directly attributable to bringing the asset to its working condition for its intended use. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
The provision for depreciation with respect to operations other than oil and gas producing activities is computed using the straight-line method based on estimated useful lives as follows:
Buildings - 20 years
Plant and equipment - 4 years
Other - 4 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate at each statement of financial position date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included in the statement of comprehensive income.
Repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing assets will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.
Impairment of non-financial assets
At each reporting date, assets that have an indefinite useful life, for example, goodwill, are not subject to amortisation and are tested for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill which suffer impairment are reviewed for possible reversal of the impairment at each reporting date.
Inventories
Crude oil is stated at the lower of cost and net realisable value. Cost is determined by the average cost (AVCO) method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Materials and supplies are stated at lower of cost and net realisable value. Cost is determined using the average cost method.
Cash and cash equivalents
Cash and cash equivalents comprises cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
Trade receivables
Trade receivables are amounts due from customers for crude oil sold in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value less provision for impairment. Appropriate provisions for estimated irrecoverable amounts are recognised in the statement of comprehensive income when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of sale.
Trade payables
Trade payables are initially recognised at fair value.
Current and deferred income taxes
The taxation expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in equity. In this case the tax is also recognised directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Company's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial information. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit/loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority and the Company intends to settle the balances on a net basis.
Borrowings
Borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any differences between proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in comprehensive income in the period in which they are incurred.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, where it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.
Employee retirement benefits
The Group provides retirement benefits for certain employees in the form of individual annuity policies. These are defined contribution plans.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once contributions have been paid. The contributions are recognised as employee benefit expenses when they are due.
Non-current assets (or disposal Groups) held for sale
Non-current assets (or disposal Groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets and disposal Groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal Group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. The nominal value of any shares issued is recognised in share capital with the excess above the nominal amount paid being shown within share premium.
Incremental costs directly attributable to the issue of new ordinary shares are shown in equity. Where, on issuing shares, share premium has been recognised, the expenses of issuing those shares and any commission paid on the issue of those shares have been written off against the share premium account.
Operating segment information
The steering committee is the Group's chief operating decision-maker. Management has determined the operating segments reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker is responsible for making strategic decisions inclusive of; allocating resources and assessing performance of the operating segments. The chief operating decision-maker has been identified as the steering committee of Management which comprises; the Chief Executive Officer/ Country Manager, Chief Operating Officer and Chief Financial Officer, that makes strategic decisions in accordance with Board policy.
Exceptional Items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the non-recurring nature and the significance of their nature or amount.
2 Financial Risk Management
(a) Financial risk factors
The Group's activities expose it to a variety of financial risks. The Group's overall risk management programme seeks to minimise potential adverse effects on the Group's financial performance.
Risk management is carried out by management. Management identifies and evaluates financial risks.
(b) Market risk
(i) Foreign exchange risk
The Group is exposed to foreign exchange risk primarily with respect to the United States dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the entity's functional currency.
At 31 December 2015, if the functional currency had weakened/strengthened by 10 per cent against the US dollar with all other variables held constant, post- tax(loss)/profit for the year would have been $1.0 million (2014: $1.8 million) lower/higher, mainly as a result of foreign exchange gain/losses on translation of US dollar-denominated borrowings and sales.
(ii) Price risk
The Group is exposed to commodity price risk regarding its sales of crude oil which is an internationally traded commodity.
At 31 December 2015, if commodity prices had been 20 per cent higher/lower with all other variables held constant, post-tax (loss)/profit for the year would have been $10.0 million (2014: $12.0 million) lower/higher.
(iii) Interest rate risk
The Group's interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.
At 31 December 2015, if interest rates on foreign currency-denominated borrowings had been 1 per cent higher/lower with all other variables held constant, post-tax (loss)/profit for the year would have been $0.1 million (2014: $0.3 million) lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings.
(c) Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. For banks and financial institutions, management determines the placement of funds based on its judgement and experience.
All sales are made to a state-owned entity - Petrotrin. As Petrotrin is state owned, credit risk is considered to be low.
(d) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and short-term funds and the availability of funding through an adequate amount of committed credit facilities. Management monitors rolling forecasts of the Group's liquidity and cash and cash equivalents on the basis of expected cash flow. At the end of the year the Group is facing liquidity issues over its current liabilities which include borrowings, accounts payable, accruals and taxes. The Groups' revenues have decreased considerably as a result of a continued decline in oil prices impacting the main source of revenue generation. In addition, the Group's credit facility arrangement remains in default with Citibank Trinidad & Tobago Limited who has provided a moratorium on principal repayments of the $13.0 million outstanding until 27 May 2016, until the Group formalises its plan to repay. The Group has a working capital deficit of $34.6 million (2014: deficit $16.7 million). Management has suspended investment in appraisal and development activities and is continuing to manage its relationships with the Bank and Suppliers in an effort to handle the liquidity issue.
Management refers to the disclosures of note 1 "Going Concern" for more information regarding the factors considered by the Company in managing liquidity risk. The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows.
|
Less than 1 year |
Between 2 and 5 years |
|
$'000 |
$'000 |
At 31 December 2015 |
|
|
Borrowings (including interest) (note 15) |
13,900 |
-- |
Accounts payable, other provision, accruals and taxes (note 18,9) |
48,703 |
-- |
|
|
|
At 31 December 2014 |
|
|
Borrowings (including interest) (note 15) |
33,414 |
-- |
Accounts payable, accruals and taxes (note 18,9) |
51,855 |
-- |
(e) Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. At the end of 2015 the Citibank debt covenants were in default (note 15).
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated statement of financial position) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated statement of financial position plus net debt.
|
2015 |
2014 |
|
$'000 |
$'000 |
Total borrowings |
13,000 |
33,000 |
Less: cash and cash equivalents |
(8,200) |
(33,084) |
|
|
|
Net debt/(Funds) |
4,800 |
(84) |
Total equity |
17,609 |
78,756 |
|
|
|
Total capital |
22,409 |
78,672 |
|
|
|
Gearing ratio |
21.42% |
(0.11)% |
Fair value estimation
The carrying values of trade receivables (less impairment provision) and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
3 Critical Accounting Estimates and Assumptions
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(a) Income taxes
Some judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. Management recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
(b) Recoverability of deferred tax assets
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the level of deferred tax assets recognised which can result in a charge or credit in which the change occurs.
(c) Provision for decommissioning costs
This provision is significantly affected by changes in technology, laws and regulations which may affect the actual cost of decommissioning to be incurred at a future date. The estimate is also impacted by the discount rates used in the provisioning calculations. The discount rates used are the Group's risk-free rate and the core inflation rate applicable to the local oil and gas industry. The provision has been estimated using a discount rate of 3.9 per cent (2014: 3.9 per cent) and a core inflation rate of 3 per cent (2014: 3 per cent). The impact in 2015 of a 1 per cent change in these variables is as follows:
|
Statement of Financial Position Obligation |
Statement of Comprehensive Income/Expense |
|
2015 |
2015 |
|
$'000 |
$'000 |
|
|
|
Discount rate |
|
|
1 per cent increase in assumed rate |
(6,111) |
76 |
1 per cent decrease in assumed rate |
7,350 |
(173) |
|
|
|
Inflation rate |
|
|
1 per cent increase in assumed rate |
8,156 |
299 |
1 per cent decrease in assumed rate |
(6,797) |
(262) |
(d) Estimation of reserves
All reserve estimates involve some degree of uncertainty, which depends chiefly on the amount of reliable geological and engineering data available at the time of the estimate. Generally, reserve estimates are revised as additional data become available. The Group estimated its own commercial reserves in 2014 and 2015 based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the hydrocarbon body and suitable production techniques and recovery rates. The Group's reserve estimates are also evaluated periodically by independent external reserve evaluators, the last independent external reserve valuation was done in 2012.
As the economic assumptions used may change and as additional geological information is obtained during the operation of a field, estimates of recoverable reserves may also change. Such changes may impact the Group's reported financial position and results, which include:
- The carrying value of exploration and evaluation assets, oil and gas properties, property, plant and equipment, and goodwill may be affected due to changes in estimated future cash flows.
- Depreciation and amortisation charges in profit or loss may change where such charges are determined using the unit of production method, or where the useful life of the related assets change.
- Provisions for decommissioning may change - where changes to the reserve estimates affect expectations about when such activities will occur and the associated cost of these activities.
- The recognition and carrying value of deferred tax assets may change due to changes in the judgements regarding the existence of such assets and in estimates of the likely recovery of such assets.
During 2015 all subsidiaries onshore and offshore 2P reserve estimates were re-evaluated by management and approved by the Board of Directors. In 2014 management re-evaluated the reserve estimates for all assets.
(e) Farm outs and lease operatorship agreements
The Group financial statements for its farmout and lease operatorship agreements on the basis that they will be renewed upon expiry. If any of these farmout or lease operatorship agreements are not renewed or renewed on disadvantageous terms this may severely impact the profitability and ongoing operations of the Group.
(f) Share-based payments
Management is required to make assumptions in respect of the inputs used to calculate the fair values of share-based payment arrangements which include expected volatility, risk free interest rate and current share price.
(g) Impairment of property, plant and equipment
Management performs impairment assessments on the Group's property, plant and equipment once there are indicators of impairment with reference to IAS 36: Impairment of Assets and in accordance with the accounting policy stated in note 1. In order to test for impairment, the higher of fair value less costs to sell and values in use calculations are prepared which require arm's length offers and an estimate of the timing and amount of cash flows expected respectively to arise from the CGU, cash generating unit. A CGU represents an individual field held by Trinity.
During 2015 an impairment charge was recognised on the Group's property, plant and equipment of $ 2.6 million (2014: $96.2 million) see note 5, resulting in the carrying amount of the respective CGUs being written down to their recoverable amount.
As part of this assessment, management has carried out an impairment test on the oil and gas assets classified as property, plant and equipment. This test compares the carrying value of the assets at the reporting date with the recoverable amount for each CGU. The recoverable amount is the higher of the Fair Value Less Costs to Sell ("FVLCTS") and value in use ("VIU"). The FVLCTS is the amount that a market participant would pay for the CGU less the cost to sell. . The FVLCTS approach utilised signed sale and purchase agreements as well as formal offer letter for the sale of certain CGU's of the Group. For the VIU calculations, the period over which management has projected its cash flow forecast, ranges between a 9-16 year economic life based on the production profile. For the discounted cash flows to be calculated, management has used a production profile based on its best estimate of proven and probable reserves of each CGU and a range of assumptions, including an external oil and gas price profile and a discount rate which, taking into account other assumptions used in the calculation, management considers to be reflective of the risks.
The value in use assessment involves judgement as to the likely commerciality of the asset; its proven and probable ('2P') reserves which are estimated using standard recognised evaluation techniques on a fully funded basis; future revenues and estimated development costs pertaining to the CGU's; and a discount rate utilised for the purposes of deriving a recoverable value.
If the price deck used in the impairment calculation had been 10 per cent lower than management's estimates at 31 December 2015, the Group would have no changes in impairment of Oil and Gas assets (2014: $ 17.4 million). If the price deck used in the impairment calculation had been 10 per cent higher than management's estimates at 31 December 2014, the Group would have no change in impairment of Oil and Gas assets in 2015 (2014: $20.4 million).
Price Strip |
2016E |
2017E |
2018E |
2019E |
2020E |
2021E |
2022E |
2023E |
2024E |
Bloomberg |
42.7 |
47.1 |
50.2 |
52.7 |
54.2 |
55.2 |
55.9 |
56.3 |
56.7 |
If the estimated cost of capital of 10 per cent (2014: 10 per cent) used in determining the post-tax discount rate for the CGU's had been 1 per cent lower than management's estimates the Group would have no change in its impairment for 2015 (2014: $3.1 million) against Oil and Gas assets within property, plant and equipment. If the estimated cost of capital had been 1 per cent higher than management's estimates the Group would have recognised no change in 2015 (2014: $2.9 million).
(h) Impairment of intangible exploration and evaluation assets
The Group reviews the carrying values of intangible exploration and evaluation assets when there are impairment indicators which would tell whether an exploration and evaluation asset has suffered any impairment, in accordance with the accounting policy stated in note 1. The amounts of intangible exploration and evaluation assets represent the costs of active projects the commerciality of which is unevaluated until reserves can be appraised.
In 2015 an impairment review was carried out and an impairment loss recognised of $0.1 million, there were no further impairments losses realised against the carrying values of the Group's exploration and evaluation assets.
In 2014 the Group has utilised internal management expertise in determining that the exploration well EG-8 and the exploration costs accumulated in South Africa were impaired (note 6). An impairment charge of $23.5 million arose in the Trintes and in the South Africa CGU's during 2014, resulting in the full impairment of the Trintes EG-8 exploration well of $22.6 million and South Africa exploration costs of $0.9 million.
(i) Provision for restructuring
Management is required to make assumptions in respect of the assessment used to arrive at the restructuring costs. The provision for restructuring includes the cost of severance and redundancies in accordance with the laws of Trinidad and Tobago where the restructuring is expected to take place.
4 Segment Information
Management have considered the requirements of IFRS 8, in regard to the determination of operating segments, and concluded that the Group has only one significant operating segment being the production, development and exploration and extraction of hydrocarbons.
All revenue is generated from sales to one customer in Petrotrin. All non-current assets of the Group are located in Trinidad & Tobago.
5 Property, Plant and Equipment
|
Plant & Equipment |
Land & Buildings |
Oil & Gas Assets |
Other |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
Year ended 31 December 2015 |
|
|
|
|
|
Opening net book amount at 1st January 2015 |
4,974 |
2,334 |
78,347 |
-- |
85,655 |
Additions |
528 |
(46) |
530 |
-- |
1,012 |
Impairment 1 (note 28) |
-- |
-- |
(2,559) |
-- |
(2,559) |
Transferred to available for sale (note 14) |
(877) |
(416) |
(29,306) |
-- |
(30,599) |
Adjustment to decommissioning estimate (note 16) |
-- |
-- |
853 |
-- |
853 |
Depreciation, depletion and amortisation charge for year |
(659) |
(243) |
(7,317) |
-- |
(8,219) |
|
|
|
|
|
|
|
|
|
|
|
|
Closing net book amount at 31 December 2015 |
3,966 |
1,629 |
40,548 |
-- |
46,143 |
At 31 December 2014 |
|
|
|
|
|
Cost |
11,982 |
2,696 |
248,473 |
336 |
263,487 |
Accumulated depreciation, depletion, amortisation and impairment |
(8,016) |
(1,067) |
(207,925) |
(336) |
(217,344) |
|
|
|
|
|
|
|
|
|
|
|
|
Closing net book amount |
3,966 |
1,629 |
40,548 |
-- |
46,143 |
|
|
|
|
|
|
Note (1): An impairment loss of $2.6 million was recognised in respect of one CGU, (see note 3 (g), (2014: $96.2 million) as a result of the carrying value being higher than the recoverable amount. The recoverable amount was determined by utilising its fair value less costs to sell. For the 2014 impairment, management utilised the VIU approach which included a production profile based on proven and probable reserves estimates and a range of assumptions, including third party oil price assumptions and a discount rate assumption of 10 per cent.
|
Plant & Equipment |
Land & Buildings |
Oil & Gas Assets |
Other |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
Year ended 31 December 2014 |
|
|
|
|
|
Opening net book amount at 1st January 2014 |
6,133 |
2,558 |
168,901 |
-- |
177,592 |
Additions |
40 |
(106) |
12,007 |
-- |
11,941 |
Impairment (note 28) |
-- |
-- |
(96,242) |
-- |
(96,242) |
Transferred to available for sale |
-- |
-- |
(672) |
-- |
(672) |
Adjustment to decommissioning estimate (note 16) |
-- |
-- |
8,156 |
-- |
8,156 |
Depreciation, depletion and amortisation charge for year |
(1,270) |
(151) |
(14,914) |
-- |
(16,335) |
Translation difference |
71 |
33 |
1,111 |
-- |
1,215 |
|
|
|
|
|
|
Closing net book amount at 31 December 2014 |
4,974 |
2,334 |
78,347 |
-- |
85,655 |
At 31 December 2014 |
|
|
|
|
|
Cost |
12,260 |
3,125 |
275,284 |
336 |
291,005 |
Accumulated depreciation, depletion, amortisation and impairment |
(7,357) |
(824) |
(198,048) |
(336) |
(206,565) |
Translation difference |
71 |
33 |
1,111 |
-- |
1,215 |
|
|
|
|
|
|
Closing net book amount |
4,974 |
2,334 |
78,347 |
-- |
85,655 |
6 Intangible Assets
The carrying amounts and changes in the year are as follows:
|
Exploration and evaluation assets $'000 |
Total $'000 |
|
|
|
At 1 January 2015 |
25,676 |
25,676 |
Additions |
1,206 |
1,206 |
Impairment (note 28) |
(131) |
(131) |
At 31 December 2015 |
26,751 |
26,751 |
|
|
|
At 1 January 2014 |
59,002 |
59,002 |
Additions |
4,970 |
4,970 |
Exploration cost write-off |
(14,929) |
(14,929) |
Impairment (note 28) |
(23,430) |
(23,430) |
Translation difference |
167 |
167 |
At 31 December 2014 |
25,676 |
25,676 |
Notes: In 2015 an impairment loss of $0.1 million was recognised in relation to certain costs within Intangible assets following an impairment review on intangible assets. In 2014 the El Dorado exploration well costing $ 14.9 million was written off as a dry hole. The EG-8 exploration well costing $22.6 million and South Africa exploration costs of $0.9 million, were impaired following an impairment review.
7 Trade and Other Receivables
|
Group |
Company |
||
|
2015 $'000 |
2014 $'000 |
2015 $'000 |
2014 $'000 |
Due after more than one year |
|
|
|
|
Amounts due from Group companies |
-- |
-- |
10,813 |
10,106 |
Due within one year |
|
|
|
|
Trade receivables |
1,709 |
3,882 |
-- |
-- |
Less: provision for impairment of trade receivables |
-- |
-- |
-- |
-- |
Trade receivables - net |
1,709 |
3,882 |
-- |
-- |
Prepayments |
852 |
3,986 |
63 |
79 |
VAT recoverable |
7,805 |
12,144 |
1,113 |
1,027 |
Other receivables |
227 |
1,978 |
-- |
-- |
|
10,593 |
21,990 |
1,176 |
1,106 |
The Company provides funding to other Group companies.
The fair value of trade and other receivables approximate their carrying amounts.
At 31 December 2015, trade receivables of $1.7 million (2014: $3.9 million) were fully performing. Trade receivables that are less than three months past due are not considered impaired. At 31 December 2015, no trade receivables (2014: nil) were impaired and provided for. At the end of 2015 and impairment loss of $1.0 million was recognised against other receivables from relating NIKO Resources Limited who have ceased operations in Trinidad and Tobago (note 28)
Ageing analysis of these trade receivables is as follows:
|
2015 $'000 |
2014 $'000 |
Up to 3 months |
1,709 |
3,882 |
|
1,709 |
3,882 |
The carrying amount of the Group's trade and other receivables are denominated in the following currencies:
|
2015 $'000 |
2014 $'000 |
|
|
|
USD |
1,358 |
3,606 |
GBP |
1,730 |
1,562 |
Trinidad & Tobago Dollar ("TTD") |
7,505 |
16,822 |
|
10,593 |
21,990 |
The maximum exposure to credit risk at the reporting date is the value of each class of receivable as shown above. The Group does not hold any collateral as security.
The credit quality of the financial assets that are neither past due nor impaired can be assessed by reference to historical information about the counterparty default rates:
|
Group |
Company |
||
|
2015 |
2014 |
2015 |
2014 |
|
$'000 |
$'000 |
$'000 |
$'000 |
Trade receivables |
|
|
|
|
Counterparties without external credit rating: |
|
|
|
|
Existing customers (more than 6 months) with no defaults in the past |
1,709 |
3,882 |
-- |
-- |
|
|
|
|
|
All trade receivables are with the Group's only customer, Petrotrin.
|
8 Inventories
|
Crude oil |
Materials and supplies |
Total |
|
$'000 |
$'000 |
$'000 |
At 1 January 2015 |
346 |
11,563 |
11,909 |
Inventory movement |
(186) |
(5,278) |
(5,464) |
Impairment (note 28) |
-- |
(2,483) |
(2,483) |
At 31 December 2015 |
160 |
3,802 |
3,962 |
|
|
|
|
At 1st January 2014 |
435 |
11,594 |
12,029 |
Inventory movement |
(89) |
(31) |
(120) |
At 31 December 2014 |
346 |
11,563 |
11,909 |
The cost of inventories recognised as an expense and included in operating expenses amounted to $0.1 million (2014: $0.3 million). At the end of 2015 an impairment loss of $2.5 million (2014: nil) was recognised against the materials and supplies inventory.
9 Taxation Recoverable/(Payable)
|
Group |
Company |
||
|
2015 |
2014 |
2015 |
2014 |
|
$'000 |
$'000 |
$'000 |
$'000 |
Taxation recoverable |
|
|
|
|
Production Petroleum Tax ("PPT")/ Unemployment Levy ("UL") |
192 |
548 |
-- |
-- |
|
|
|
|
|
Taxation payable |
|
|
|
|
PPT/ UL |
(1,561) |
(1,596) |
-- |
-- |
Corporation Tax |
(2,228) |
(1,883) |
(1,614) |
(1,160) |
Supplemental Petroleum Tax ("SPT") |
(19,640) |
(15,002) |
-- |
-- |
|
(23,429) |
(18,481) |
(1,614) |
(1,160) |
10 Cash and Cash Equivalents
|
Group |
Company |
||
|
2015 |
2014 |
2015 |
2014 |
|
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
Cash and cash equivalents |
8,200 |
33,084 |
-- |
10 |
|
8,200 |
33,084 |
-- |
10 |
Included within cash and cash equivalents are $ 3.1 million restricted cash which have been put aside in escrow for abandonment and environmental purposes in accordance with contractual obligations to be used any time during the existence of the contract.
11 Share Capital and Share Premium
|
|
Number of shares No. |
Ordinary shares
$'000 |
Share premium
$'000 |
Total
$'000 |
As at 1 January 2015 |
|
94,799,986 |
94,800 |
116,395 |
211,195 |
Movement |
|
-- |
-- |
-- |
-- |
As at 31 December 2015 |
|
94,799,986 |
94,800 |
116,395 |
211,195 |
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2014 |
|
94,799,986 |
94,800 |
116,395 |
211,195 |
Movement |
|
-- |
-- |
-- |
-- |
As at 31 December 2014 |
|
94,799,986 |
94,800 |
116,395 |
211,195 |
12 Share Warrants
The Group's policy with respect to equity-settled share-based payment transactions is to measure the value of the good or service received with the corresponding increase in equity at the fair value of the services received. If the Group cannot estimate reliably the fair value of the good or services received it then shall measure their value and the corresponding increase in equity indirectly by reference to the fair value of the equity instrument.
|
2015 |
2014 |
|
$'000 |
$'000 |
Issued |
|
|
Oriel Securities Limited |
71 |
71 |
|
71 |
71 |
Oriel Securities Limited warrants
Oriel Securities Limited ('Oriel') was appointed to assist TEPL in introducing potential subscribers for private placing of new ordinary shares in 2011 (the 'Placing'). In consideration for the services under the engagement, and subject to receipt of the gross proceeds as a result of the Placing, Trinity and Oriel agreed a fee in cash to the value of $150,000.
In addition to the fees above, Oriel was granted an option by TEPL over shares equivalent in value to 0.25 per cent (one quarter of one per cent) of the value of TEPL following the Placing, such option to be exercisable at the share price at which the new funds were raised in the Placing. The option can be exercised between the 1st and 5th anniversary of the option being granted or if later on the 1st anniversary of any flotation.
The Group recognised the warrants by estimating the services received at fair value at the date of the transaction. In arriving at the fair value of the services received an estimate was received from Oriel indicating that the cost of the service had no warrant been included would have been 1.5 per cent of the Placing. As the cost is associated with the raising of capital, this expense has been recognised as a deduction from share premium.
Following the acquisition on 14 February 2013 Oriel has confirmed that it does not intend to exercise its 83 Trinity Warrants; Oriel shall hold warrants over 62,027 shares with an exercise price of $5.60 per share (based on the same conversion ratio of 747.8 new shares).
13 Merger and Reverse Acquisition Reserves
|
Reverse Acquisition Reserve |
Merger Reserve |
Total |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
At 1 January 2015 |
(89,268) |
75,467 |
(13,801) |
Movement |
-- |
-- |
-- |
Translation differences |
-- |
-- |
-- |
At 31 December 2015 |
(89,268) |
75,467 |
(13,801) |
|
|
|
|
At 1st January 2014 |
(89,268) |
74,808 |
(14,460) |
Movement |
-- |
-- |
-- |
Translation differences |
-- |
659 |
659 |
At 31 December 2014 |
(89,268) |
75,467 |
(13,801) |
The issue of shares by the Company as part of the reverse acquisition met the criteria for merger relief such that no share premium was recorded. As allowed under the UK Companies Act 2006 and required by IAS 27 ('Consolidated and separate financial statements'), a merger reserve equal to the difference between the fair value of the shares acquired by the Company and the aggregation of the nominal value of the shares issued by the Company has been recorded.
The insertion of the Company as the new parent to the Group has been accounted for using business combination accounting as described in note 1. The reverse acquisition difference recorded in the consolidated financial statements represents the difference in accounting for reverse acquisition transactions.
14 Non-current assets held for sale
Certain assets and liabilities relating to Trinity's oil and gas fields owned and operated by its indirect subsidiary Trinity Exploration and Production (Trinidad and Tobago) Limited ("TEPTTL") have been presented as held for sale following approval by management and Board of Directors by way of a Formal Sales Process ("FSP") on 8 April 2015. On 1 February 2015 The WD-16 block was sold and the carrying value of $0.1 million has been removed from the assets held-for-sale. The sale and purchase agreement for Tabaquite was terminated during 2015 with Leni Gas and Oil. The assets held for sale at 31 December 2015 relate to the onshore and west coast assets of the Group.
(a) Assets of the disposal Group classified as held for sale
|
2015 |
2014 |
Property, plant & equipment |
$'000 |
$'000 |
Net Book Value at 1 January |
672 |
-- |
Movement |
(780) |
-- |
Transferred from property, plant & equipment |
30,599 |
672 |
Net Book Value |
30,491 |
672 |
(b) Liabilities of the disposal group classified as held for sale
|
2015 |
2014 |
Other provisions |
$'000 |
$'000 |
Decommissioning provision |
21,927 |
-- |
In accordance with IFRS 5, the assets and liabilities held for sale criteria were met between the statement of financial position date and the date that the consolidated financial statements were authorised.
15 Borrowings
|
2015 |
2014 |
|
$'000 |
$'000 |
Non-current portion: |
|
|
Citibank (Trinidad & Tobago) Limited |
-- |
-- |
Total |
-- |
-- |
Current portion: |
|
|
Citibank (Trinidad & Tobago) Limited |
13,000 |
33,000 |
Total |
13,000 |
33,000 |
Drawn Loan Facilities
Citibank (Trinidad & Tobago) Limited Loan 1
Joint Lenders: Citibank (Trinidad & Tobago) Limited and Citicorp Merchant Bank Limited
Borrower: Trinity Exploration and Production (Trinidad & Tobago) Limited
The key terms of the loan are as follows:
· Principal amount $20.0 million
· Interest rate is set at three month US LIBOR plus 600 basis points per annum. Interest payable monthly in arrears commenced 20 March 2013
· Quarterly Interest payment are up to date and were paid during the year: March, June, September and December 2015
· Debenture over the fixed and floating assets of Trinity Exploration and Production (Trinidad and Tobago) Limited and its subsidiaries.
· Principal repayment in equal quarterly instalments commencing on 20 March 2013 and ending on 20 December 2017
· Principal repayments: 2015: nil (2014: $4.0 million). In 2015, the closing outstanding balance was $12.0 million.
Citibank (Trinidad & Tobago) Limited Loan 2
Lender: Citibank N.A. (acting through its international banking facility) Citibank (Trinidad & Tobago) Limited
Joint Borrowers: Trinity Exploration and Production (Trinidad and Tobago) Limited and Trinity Exploration and Production (Galeota) Limited
The Group negotiated a floating rate medium term facility on 17 August 2013 of $25.0 million with Citibank (Trinidad & Tobago) Limited 'Citibank' which at 31 December 2014 was fully drawdown.
The key terms of the loan are as follows:
· Principal amount $25.0 million. Initial drawdown on 22 January 2014 of $5.0 million and a second drawdown of $20.0 million on 4 August 2014
· Interest rate is set at three month US LIBOR plus 575 basis points per annum. The negotiated principal repayments in two initial quarterly instalments of 16.0 per cent following 6.5 per cent to 7.0 per cent quarterly instalments commencing on 21 November 2014 and ending on 21 August 2017
· Quarterly Interest payment are up to date and were paid during the year: February, May, August and November 2015
· Debenture over the fixed and floating assets of Trinity Exploration and Production (Trinidad & Tobago) Limited and its subsidiaries.
· Principal repayments: 2015: $20.0 million (2014: $4.0 million). In 2015, the closing outstanding balance was $1.0 million.
Financial covenants applicable to each of the above facilities are:
· Minimum debt service coverage 1.4:1
· Maximum total debt to EBITDA-Operating taxes 2.75:1
· Minimum EBITDA-Operating taxes to Interest Expense 1.5:1
The carrying value of borrowings is not materially different from their fair value. The entire borrowings since 2014 have been classified as current due to the default in the debt service coverage. At the end of 2015 all three financial covenants were in default. Citibank is aware of the default and has continued to support the Company whilst the FSP is in progress with a moratorium on repayment of the remaining principal agreed until 27 May 2016.
Analysis of net debt
|
At 1 January 2015$'000 |
Cash flow $'000 |
At 31 December 2015 $'000 |
Cash and cash equivalents |
33,084 |
24,884 |
8,200 |
Financial liabilities - borrowings current and non-current |
(33,000) |
(20,000) |
(13,000) |
|
84 |
4,884 |
(4,800) |
16 Provision and Other Liabilities
Non-Current:
|
Potential Claim |
Decommissioning cost |
Total |
|
$'000 |
$'000 |
$'000 |
Year ended 31 December 2015 |
|
|
|
Opening amount as at 1 January 2015 |
1,270 |
38,505 |
39,775 |
Adjustment to estimates (note 5) |
-- |
853 |
853 |
Transferred to liabilities held for sale |
-- |
(21,927) |
(21,927) |
Unwinding of discount (note 20) |
-- |
1,524 |
1,524 |
Translation differences |
-- |
(394) |
(394) |
Closing balance at 31 December 2015 |
1,270 |
18,561 |
19,831 |
|
|
|
|
|
|
|
|
Year ended 31 December 2014 |
|
|
|
Opening amount as at 1 January 2014 |
-- |
29,027 |
29,027 |
Adjustment to estimates (note 5) |
-- |
8,156 |
8,156 |
Record potential claim |
1,270 |
-- |
1,270 |
Unwinding of discount (note 20) |
-- |
1,167 |
1,167 |
Translation differences |
-- |
155 |
155 |
Closing balance at 31 December 2014 |
1,270 |
38,505 |
39,775 |
Current:
|
Restructuring Costs |
Total |
|
$'000 |
$'000 |
Year ended 31 December 2015 |
|
|
Opening amount as at 1 January 2015 |
- |
- |
Provision for restructuring (note 28) |
1,930 |
1,930 |
Closing balance at 31 December 2015 |
1,930 |
1,930 |
Potential claim
The amounts represent a provision for a potential claim against a subsidiary of the Group by a supplier of services in the oil and gas industry. The charge is recognised in the statement of comprehensive income within 'exceptional items'. In management's opinion these claims will not give rise to any significant losses beyond the amounts provided at 31 December 2014. The potential claim is anticipated to be settled no later than September 2016.
Decommissioning cost
The Group operates Oil and Gas fields and this cost represents an estimate of the amounts required for abandonment of the Group's wells, platforms and pipeline infrastructures. The amounts are calculated based on the provisions of existing contractual agreements with Petrotrin. Furthermore, liabilities for decommissioning costs are recognised when the Group has an obligation to dismantle and remove a facility or an item of plant and to restore the site on which it is located, and when a reasonable estimate of that liability can be made. An obligation for decommissioning may also crystallise during the period of operation of a facility through a change in legislation or through a decision to terminate operations.
The amount recognised is the present value of the estimated future expenditure determined in accordance with local conditions and requirements. A corresponding item of property, plant and equipment of an amount equivalent to the provision is also created. This is subsequently depreciated as part of the capital costs of the facility or item of plant. Any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding property, plant and equipment. Some of the key assumptions made in the present value decommissioning calculation include the following:
a. Core inflation rate - 3 per cent (2014: 3 per cent)
b. Risk free rate - 3.9 per cent (2014 3.9 per cent)
c. Estimated market value/decommissioning cost
d. Estimated life of each asset
See note 3(c) for the rates used and sensitivity analysis.
Adjustment to estimates
The Group makes provision for the cost of decommissioning its oil and gas infrastructure at the completion of their useful lives. Decommissioning is estimated to be required in various fields during 2024-2036. In the current year there was an increase in the provision mainly due to a revision of assumptions used in determining the estimated cost to decommission the Group's tank farm facilities of $0.9. There has been a corresponding increase in the carrying amount of property plant and equipment (note 5).
17 Deferred Income Taxation
Group
The analysis of deferred tax assets is as follows:
|
2015 |
2014 |
|
$'000 |
$'000 |
Deferred tax assets: |
|
|
To be recovered in more than 12 months |
(2,460) |
(27,630) |
To be recovered in less than 12 months
|
-- |
-- |
Deferred tax liabilities: |
|
|
To be settled in more than 12 months |
3,308 |
-- |
To be settled in less than 12 months
|
-- |
3,778 |
Net deferred tax liability/(assets) |
848 |
(23,852) |
The movement on the deferred income tax is as follows:
|
2015 |
2014 |
|
$'000 |
$'000 |
At beginning of year |
(23,852) |
(18,306) |
Movement for the year |
24,766 |
3,849 |
Unwinding of deferred tax on fair value uplift |
(66) |
(9,395) |
Net deferred tax liability/(assets) |
848 |
(23,852) |
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net. The deferred tax balances are analysed below:
|
2013 |
Movement |
2014 |
Movement |
2015 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
Deferred tax assets |
|
|
|
|
|
Acquisition |
(33,436) |
-- |
(33,436) |
-- |
(33,436) |
Tax losses recognised |
(31,257) |
-- |
(31,257) |
-- |
(31,257) |
Tax losses derecognised |
-- |
37,063 |
37,063 |
25,170 |
62,233 |
|
(64,693) |
37,063 |
(27,630) |
25,170 |
(2,460) |
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
Accelerated tax depreciation |
14,778 |
-- |
14,778 |
(404) |
14,374 |
Non-current asset impairment |
-- |
(33,214) |
(33,214) |
-- |
(33,214) |
Acquisitions |
19,580 |
-- |
19,580 |
-- |
19,580 |
Fair value uplift |
12,029 |
(9,395) |
2,634 |
(66) |
2,568 |
|
46,387 |
(42,609) |
3,778 |
(470) |
3,308 |
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable. Deferred tax assets of $25.2 million have been derecognised as recoverability is now considered less than probable, these continue to be available for realisation whenever future taxable profits are probable. The Group has unrecognised tax losses amounting to $200.6 million which have no expiry date. Deferred tax liabilities have reduced by $0.5 million as the carrying values of property, plant and equipment and intangible assets which gave rise to the temporary differences have been written down to their recoverable amount.
18 Trade and Other Payables
|
Group |
Company |
||
|
2015 $'000 |
2014 $'000 |
2015 $'000 |
2014 $'000 |
|
|
|
|
|
Trade payables |
15,900 |
16,712 |
411 |
26 |
Accruals |
5,008 |
8,888 |
183 |
142 |
VAT payable |
230 |
433 |
-- |
-- |
Other payables |
2,150 |
1,778 |
265 |
-- |
Amounts due to related parties (note 23 (d)) |
1,986 |
5,563 |
-- |
979 |
|
25,274 |
33,374 |
859 |
1,147 |
19 Operating (Loss)/ Profit After Exceptional Items
|
2015 |
2014 |
Operating (loss)/ profit before exceptional items is stated after taking the following items into account: |
|
|
Depreciation, depletion and amortisation (note 5) |
8,219 |
16,335 |
Employee costs (note 26) |
13,673 |
12,781 |
Operating lease rentals |
2,315 |
3,122 |
Inventory recognised as expense, charged to operating expenses |
116 |
262 |
|
|
|
Auditors' remuneration
During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's Auditors as detailed below:
|
2015 |
2014 |
Fees payable to the Company's auditors' and its associates: |
|
|
For Audit of the parent Company and consolidated financial statements |
73 |
73 |
For other services: Audit of Company's subsidiaries |
162 |
173 |
Audit related assurance services - interim review |
50 |
52 |
Total assurance |
285 |
298 |
Tax advisory |
75 |
-- |
Other advisory |
5 |
48 |
Total auditors' remuneration |
365 |
346 |
All fees are in respect of services provided by PricewaterhouseCoopers LLP ("PwC"). The independence and objectivity of the external auditors is considered on a regular basis by the Audit Committee, with particular regard to the level of non-audit fees incurred.
20 Finance Costs
|
2015 |
2014 |
|
$'000 |
$'000 |
Decommissioning (note 16) |
1,524 |
1,167 |
Interest on taxes |
4,079 |
2,134 |
Interest on loans |
1,072 |
1,850 |
|
6,675 |
5,151 |
Interest on taxes $4.0 million (2014; 2.1 million) relate to interest accrued on late payment of corporation tax, supplemental petroleum taxes and petroleum profits taxes for 2015 and 2014.
21 Income Tax Expense
Current year: |
2015 |
2014 |
|
$'000 |
$'000 |
Current tax |
|
|
Petroleum profits tax |
(167) |
1,075 |
Corporation tax |
586 |
2,182 |
Supplemental petroleum tax |
1,830 |
14,931 |
|
|
|
Deferred tax |
|
|
Movement in asset due to tax losses (note 17) |
25,170 |
37,063 |
Movement in liability due to accelerated tax depreciation (note 17) |
(470) |
(33,214) |
Unwinding of deferred tax on fair value uplift |
-- |
(9,396) |
Translation difference |
27 |
16 |
Income tax expense |
26,976 |
12,657 |
The Group's effective tax rate varies from the statutory rate for UK companies of 20.25 per cent as a result of the differences shown below:
|
2015 |
2014 |
|
$'000 |
$'000 |
|
|
|
(Loss) /Profit before taxation |
(33,457) |
(128,788) |
|
|
|
Tax charge at expected rate of 20.25 per cent (2014: 21.50 per cent) |
(6,775) |
(27,677) |
Effects of: |
|
|
Higher overseas tax rate |
(11,626) |
(43,157) |
Profits not subject to tax |
-- |
-- |
Disallowable expenses |
39,524 |
123,498 |
Deferred tax asset not recognised |
6,950 |
5,517 |
Tax loss generated not recognised |
20,359 |
3,562 |
Tax losses utilised |
4,400 |
8,111 |
Tax losses previously recognised |
(25,170) |
(66,693) |
Supplemental petroleum tax |
(1,146) |
7,508 |
Green fund levy |
180 |
83 |
Other differences |
280 |
(95) |
Tax charge |
26,976 |
12,657 |
Taxation losses at 31 December 2015 available for set off against future taxable profits amount to approximately $205.0 million (2014: $171.3 million), with tax losses recognised of $4.4 million.
22 Investment In Subsidiaries
|
Company |
|
|
2015 |
2014 |
|
$'000 |
$'000 |
|
|
|
Opening balance |
44,513 |
94,401 |
Capital contribution relating to share based payment |
262 |
212 |
Impairment |
-- |
(50,100) |
Closing balance |
44,775 |
44,513 |
The investment in Group undertakings is recorded at cost which is the fair value of the consideration paid. In 2014 an impairment loss of $50.1 million was recognised on the investment in subsidiary as a result of property plant and equipment impairments recognised in the operating subsidiaries of the Group due to a sharp fall in oil prices and a downgrade in reserve estimates of certain fields (see note 5).
During 2015, 2 entities from the Trinity Group were wound up; Trinity Exploration and Production (Pletmos) Limited, a subsidiary of Trinity Exploration & Production (UK) Limited and Bayfield Energy Alpha Limited, a subsidiary of Bayfield Energy Limited .
In December 2014 the Group restructured its Trinidadian subsidiaries with the aim of reducing the administrative costs associated with the operations of several individual subsidiaries. On 15th December 2014 a vertical amalgamation was done with Antilles Resources Limited, NAKT Company Limited, Pioneer Petroleum Company Limited, Lennox Production Services Limited and Ten Degrees North Operating Company Limited ("TDNOCL"). The surviving entity following the vertical amalgamation was TDNOCL.
On 31 December 2014 a horizontal amalgamation was done between TDNOCL and Oilbelt Service Limited ("OSL") and the surviving entity following the restructuring was OSL, which holds the Group's onshore and west coast fields.
On 20 November 2014 Bayfield Energy (St Lucia) Limited was dissolved.
Listing of Subsidiaries
The Group's principal subsidiaries at 31 December 2015 are listed below:
Name |
Country of Incorporation |
Nature of Business |
Proportion of ordinary shares held by the Group (per cent) |
Bayfield Energy Limited |
UK |
Holding Company |
100 per cent |
Trinity Exploration and Production (UK) Limited |
UK |
Holding Company |
100 per cent |
Trinity Exploration and Production Services (UK) Limited |
UK |
Service Company |
100 per cent |
Bayfield Energy do Brasil Ltda |
Brazil |
Dormant |
100 per cent |
Trinity Exploration & Production (Barbados) Limited |
Barbados |
Holding Company |
100 per cent |
Trinity Exploration and Production (Trinidad and Tobago) Limited |
Trinidad & Tobago |
Holding Company |
100 per cent |
Galeota Oilfield Services Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
Trinity Exploration and Production (Galeota) Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
Oilbelt Services Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
Ligo Ven Resources Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
Trinity Exploration and Production Services Limited |
Trinidad & Tobago |
Service Company |
100 per cent |
Tabaquite Exploration & Production Company Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
Trinity Exploration and Production (GOP) Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
Trinity Exploration and Production (GOP-1B) Limited |
Trinidad & Tobago |
Oil and Gas |
100 per cent |
23 Related Party Transactions
Group
The following transactions were carried out with the Group's subsidiaries and related parties. These transactions comprise sales and purchases of goods and services and funding provided in the ordinary course of business. The following are the major transactions and balances with related parties:
(a) Sales of services and loans issued to subsidiaries
|
Group |
Company |
|||
|
2015 $'000 |
2014 $'000 |
2015 $'000 |
2014 $'000 |
|
|
|
|
|
|
|
Related party: |
|
|
|
|
|
Well Services Petroleum Company Limited |
1,407 |
142 |
-- |
-- |
|
Blanket Securities Limited |
1,069 |
-- |
-- |
-- |
|
Blanket Securities Limited |
1,075 |
-- |
-- |
-- |
|
Group subsidiaries: |
|
|
|
|
|
Bayfield Energy Limited - loan |
-- |
-- |
-- |
(89,840) |
|
Bayfield Energy Alpha - loan |
-- |
-- |
-- |
(535) |
|
Trinity Exploration and Production Services (UK) Limited - loan |
-- |
-- |
(328) |
(62) |
|
Trinity Exploration and Production (Galeota) Limited - loan Trinity Exploration and Production Services Limited |
-- -- |
-- -- |
337 698 |
(71,194) -- |
|
|
3,551 |
142 |
707 |
(161,631) |
|
Related party sales transactions and loans issued to subsidiaries are exchanged at arm's length and are comparable to terms that would be available to third parties.
(b) Purchases of services
|
Group |
Company |
||
|
2015 $'000 |
2014 $'000 |
2015 $'000 |
2014 $'000 |
Purchases of services: |
|
|
|
|
Related party: |
|
|
|
|
Bayfield Energy Limited |
-- |
-- |
-- |
-- |
Blanket Security Limited |
906 |
794 |
-- |
-- |
Rigtech Services Limited |
-- |
589 |
-- |
-- |
Well Services Petroleum Company Limited |
291 |
9,265 |
-- |
-- |
Trinity Lift Boat Services Limited |
-- |
52 |
-- |
-- |
Group subsidiaries: |
|
|
|
|
Trinity Exploration and Production Services (UK) Limited |
-- |
-- |
-- |
(267) |
|
1,197 |
10,700 |
-- |
(267) |
Goods and services are bought from related entities on normal commercial terms and conditions, with the majority coming from the Well Services Group, which includes; Blanket Securities Limited, Rigtech Services Limited, Well Services Petroleum Company Limited, Trinity Lift Boat Services Limited and Trinity Infrastructure Construction Limited.
(c) Key management and Directors' compensation
Key management includes Directors' (executive and non-executive), the Chief Operating Officer and Chief Financial Officer. The compensation paid or payable to key management for employee services is shown below:
|
Group |
|
|
2015 $'000 |
2014 $'000 |
|
|
|
Salaries and short-term employee benefits |
1,114 |
1,958 |
Post-employment benefits |
76 |
137 |
Share-based payment (note 27) |
150 |
217 |
|
1,340 |
2,312 |
(d) Year-end balances arising from sales/purchases of services
|
Group |
Company |
||
|
2015 $'000 |
2014 $'000 |
2015 $'000 |
2014 $'000 |
|
|
|
|
|
Receivables from related parties: |
|
|
|
|
Trinity Exploration and Production Services Limited |
-- |
-- |
698 |
-- |
Trinity Exploration and Production (Galeota) Limited |
-- |
-- |
992 |
655 |
Trinity Exploration and Production Services (UK) Limited |
-- |
-- |
9,123 |
9,451 |
|
-- |
-- |
10,813 |
10,106 |
|
|
|
|
|
Payables to related parties: |
|
|
|
|
Blanket Securities Limited |
144 |
431 |
-- |
-- |
Rigtech Services Limited |
(62) |
328 |
-- |
-- |
Well Services Petroleum Company Limited |
1,904 |
4,804 |
-- |
-- |
Trinity Infrastructure Construction Limited |
-- |
-- |
-- |
4 |
Trinity Exploration & Production (UK) Limited |
-- |
-- |
-- |
975 |
|
1,986 |
5,563 |
-- |
979 |
During 2015 the Group has endeavoured to reduce the payables due to related parties through an exchange of casing and tubing. An agreement has been established with the related party Well Services Petroleum Company Limited where the amount is being repaid over an eight month period ending May 2016.
Company Loans to subsidiaries
There were no impairments to Loan to subsidiaries in 2015. In 2014 an impairment review on the Company's loan receivables were carried out by comparing the carrying value of the loans to subsidiaries against their recoverable amount. From the borrowers perspective the subsidiaries have been forgiven by Trinity and the obligation extinguished. The following are the loan receivable debt forgiven by Trinity:
|
Company |
|
|
2015 $'000 |
2014 $'000 |
|
|
|
Trinity Exploration and Production (Galeota) Limited |
-- |
71,194 |
Bayfield Energy Limited |
-- |
89,840 |
Bayfield Energy Alpha Limited |
-- |
535 |
|
-- |
161,569 |
Group and Company
The receivables from related parties arise mainly from sale transactions and are due two months after the date of sales. The receivables are unsecured and bear no interest. No provisions are held against receivables from related parties (2014: nil). The payables to related parties arise mainly from purchase transactions and are due two months after the date of purchase. The payables bear no interest.
(e) Loans from related parties: There are no loans from related parties
24 Financial Instruments by Category
The accounting policies for financial instruments have been applied to the line items below:
|
Group |
Company |
||
|
2015 |
2014 |
2015 |
2014 |
|
$'000 |
$'000 |
$'000 |
$'000 |
Trade and other receivables - non current |
-- |
-- |
10,813 |
10,106 |
Trade and other receivables - current |
10,593 |
21,990 |
1,176 |
1,106 |
Cash and cash equivalents |
8,200 |
33,084 |
-- |
10 |
|
18,793 |
55,074 |
11,989 |
11,222 |
The only category of financial assets held by the Group are loans and receivables. There are no assets held at fair value through profit or loss, derivatives used for hedging and available-for-sale financial instruments.
|
Group |
Company |
||
|
2015 |
2014 |
2015 |
2014 |
|
$'000 |
$'000 |
$'000 |
$'000 |
Borrowings |
13,000 |
33,000 |
-- |
-- |
Amounts due to related party |
-- |
-- |
-- |
979 |
Accounts payable and accruals |
25,274 |
33,374 |
859 |
168 |
|
38,274 |
66,374 |
859 |
1,147 |
The only category of financial liabilities held by the Group is liabilities at amortised cost. There are no liabilities held at fair value through profit or loss and derivatives used for hedging.
25 Commitments and Contingencies
a) Commitments
There are commitments for decommissioning costs of the wells and facilities under the Group's agreements with Petrotrin, which have been provided for as described in note 16.
The Group leases vehicles, offices and photocopiers under cancellable operating lease agreements. The lease terms are between 1 and 5 years, and the majority of lease agreements are renewable at the end of the lease period. The lease expenditure charged to the income statement during the year is as follows:
|
Group |
|
|
2015 |
2014 |
|
$'000 |
$'000 |
Not later than 1 year |
1,969 |
529 |
Later than 1 year and no later than 5 years |
346 |
2,593 |
|
2,315 |
3,122 |
b) Contingent Liabilities
i. One of the subsidiaries has received an assessment from the tax authority of Trinidad & Tobago namely, the Board of Inland Revenue ("BIR"), in respect of Supplemental Profits Tax. The subsidiary has filed a notice of objection with the BIR and until the matters are determined, the assessments raised are not considered final. No material unrecorded liabilities are expected to crystallise and accordingly no provision has been made in these financial statements.
ii. A subsidiary Company is a defendant in certain legal proceedings. A claim was made against the subsidiary by Mora Ven Holdings limited. The claim being made was that the subsidiary bought the shares of Ligo Ven Resources Limited, a fellow subsidiary, at gross under-value. Management, after taking appropriate professional advice, is of the view that no material liabilities will crystallise and accordingly no provision has been made in the financial statements for any potential liabilities.
iii. The farmout agreement for the Tabaquite block (held by Coastline International Inc.) has expired. There may be additional liabilities arising when a new agreement is finalised, but these cannot be presently quantified as a new agreement has not yet been finalised by both parties which would agree any terms or conditions inherent the financial statements do not include any estimates of such liabilities.
iv. Parent company guarantees:
(a) A Letter of Guarantee has been established over the Point Ligoure-Guapo Bay-Brighton Block where a subsidiary of Trinity is obliged to carry out a Minimum Work Programme to the value of $8.4 million. The guarantee shall be reduced at the end of each twelve month period upon presentation of all technical data and results of the Minimum Work Programme performed. Trinity has submitted the technical data for reducing the performance guarantee at the end of 2015 and are awaiting a response.
(b) A letter of Guarantee is in place with Citibank (Trinidad & Tobago) Limited for the full $25.0 million loan facility should there be a default.
v. The Group has certain liabilities in respect of entering a rig share agreement for the Rowan Gorilla III which it used to drill the TGAL-1 well. The agreement was made amongst four parties and the liabilities are joint and several. The liabilities cannot be presently quantified and no estimates have been included in the financial statements. For 2015 the Group has recorded $0.06 million in cost and does not expect that these liabilities will be material.
vi. The Group has certain decommissioning obligations in respect of the tank farm infrastructure in its Brighton Marine and Trintes fields; these have been provided for in the 2015 decommissioning obligation.
vii. The group is party to various claims and actions. Management have considered the matters and where appropriate has obtained external legal advice. No material additional liabilities are expected to arise in connection with these matters, other than those already provided for.
viii. The UK subsidiaries have received an assessment from the tax authority of the United Kingdom namely, the Her Majesty's Revenue and Customs (HMRC), in respect of Value Added Tax claims. The subsidiaries have requested an independent reconsideration of the matters with the HMRC, the assessments raised are not considered final. No material unrecorded liabilities are expected to crystallise and accordingly no provision has been made in these financial statements
26 Employee Costs
|
|
|
Employee costs for the Group during the year |
2015 $'000 |
2014 $'000 |
|
|
|
Wages and salaries |
12,785 |
11,982 |
Other pension costs |
544 |
636 |
Share based payment expense (note 27) |
344 |
163 |
|
13,673 |
12,781 |
|
|
|
|
|
Average monthly number of people (including executive and non-executive Directors') employed by the Group |
2015 number |
2014 number |
|
|
|
Executive and non-executive Directors |
3 |
7 |
Administrative staff |
117 |
179 |
Operational staff |
113 |
120 |
|
233 |
306 |
27 Share Based Payments
|
2015 |
2014 |
|
$'000 |
$'000 |
|
|
|
At 1 January |
11,834 |
11,523 |
Movement |
344 |
163 |
Translation differences |
-- |
148 |
At 31 December |
12,178 |
11,834 |
During 2015 the Group had in place two share-based payment arrangements for its employees and Directors, the Share Option Plan and the Long Term Incentive Plan ('LTIP'). The charge in relation to these arrangements is shown below, with further details of each scheme following:
|
2015 |
2014 |
|
$'000 |
$'000 |
Share based payment expense: |
|
|
Share option expense |
187 |
21 |
Legacy share options adjustment |
-- |
-- |
Long term incentive plan |
157 |
142 |
|
344 |
163 |
Share Option Plan
Share options are granted to Directors and to selected employees. The exercise price of the granted option is equal to management's best estimate of the market price of the shares at the time of the award of the options. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
At 31 December 2012, TEPL had 3,638 share options outstanding. On 14 February 2013 following the completion of the acquisition, 120 of the 3,638 share options were exercised. The remaining 3,518 share options were surrendered in return for the grant by Trinity of new options. 747.8 new ordinary shares were issued for each TEPL share over which TEPL options were held. These options were treated as a modification to the original share option scheme. The modification did not increase the fair value of the equity instruments granted, measured immediately before and after the modification, as a result there was no incremental fair value. At the point of acquisition Bayfield had 4,447,546 share options, following completion of the acquisition and share consolidation, the newly combined Group share options outstanding of:
(a) Legacy Bayfield - 444,754 share options
(b) Legacy TEPL - 2,630,759 share options
On 29 May, 2013 the Group issued 1,275,660 options at an exercise price of GBP1.20 per option to certain employees. These options were valued at grant date using a Black-Scholes option pricing model. During 2014 certain employees who had share options departed forfeiting their options.
Movement in the number of options outstanding and their related weighted average exercise prices are as follows:
|
2015 |
2014 |
||
|
Average exercise price per share |
Number of Options |
Average exercise price per share |
Number of Options |
At 1 January |
GBP1.01 |
3,871,419 |
GBP1.14 |
4,256,419 |
Lapsed |
GBP(1.12) |
(1,896,335) |
-- |
-- |
Forfeited |
-- |
-- |
GBP(1.15) |
(385,000) |
At 31 December |
GBP0.82 |
1,975,084 |
GBP1.01 |
3,871,419 |
Share Options outstanding at the end of the year have the following expiry date and exercise prices:
|
|
2015 |
2014 |
||
Grant-Vest |
Expiry Date |
Exercise price per share options |
Number of Options |
Exercise price per share options |
Number of Options |
2011-15 |
2015 |
-- |
-- |
GBP1.61 |
350,000 |
2012-15 |
2022 |
GBP0.86 |
1,685,540 |
GBP0.86 |
2,574,674 |
2013-16 |
2023 |
GBP1.20 |
289,544 |
GBP1.20 |
946,745 |
|
|
|
|
|
|
|
|
|
1,975,084 |
|
3,871,419 |
The inputs into the Black-Scholes model for options granted during the period are as follows:
|
29 May 2013 |
14 February 2013 |
Share price |
GBP 1.19 |
GBP 1.20 |
Average Exercise price |
GBP 1.20 |
GBP 0.89 |
Expected volatility |
55% |
78% |
Risk-free rates |
4.5% |
4.5% |
Expected dividend yields |
0% |
0% |
Vesting period |
3 years |
3 years |
Long Term Incentive Plan
On 14 February 2013, following the completion of the acquisition, 108,712 Bayfield LTIP's were outstanding. These LTIP Awards are conditional awards of Existing Unconsolidated Ordinary Shares and vest three years from the date of grant, subject to the satisfaction of certain performance conditions (based on the growth in the Company's total shareholder return). No payment is required on vesting and there is no accelerated vesting arising as a result of the Merger.
On 1 July 2013, 739,440 LTIP Awards were granted by the Company to Senior Management Group (including the Executive Directors). The LTIP awards will be tested against two performance targets: stretching reserves growth and absolute returns targets (share price). Performance against these measures will be assessed based on performance to the end of the 2015 financial year and following announcement of the Company's audited financial results. Subject to the achievement of the performance targets all Options will be subject to a further holding period whereby Options will not vest until 1 January 2017.
The measurement of growth in 2P Reserves is the aggregated total of all fields included in the Trinity Exploration & Production plc (formerly Bayfield Energy Holdings plc) and Trinity Exploration & Production (UK) Limited Group as recorded at financial year end 2012 which is 35.6 mmboe. Share price growth will be calculated from the price at which equity was raised at the point of the merger which was GBP 1.20.
The conditions of the scheme are market and non-market based, and therefore the scheme is valued on the date of grant and amortised over the vesting period. The grants have been valued using a Monte Carlo simulation model.
Movements in the number of LTIPs outstanding and their related weighted average exercise prices are as follows:
|
2015 |
2014 |
||||
|
Average exercise price per share |
Number of Options |
Average exercise price per share |
Number of Options |
||
At 1 January |
GBP0.00 |
772,312 |
GBP0.00 |
848,152 |
||
Lapsed |
GBP0.00 |
(582,712) |
-- |
-- |
||
Forfeited |
-- |
-- |
GBP0.00 |
(75,840) |
||
At 31 December |
GBP0.00 |
189,600 |
GBP0.00 |
772,312 |
||
|
|
|
|
|
||
Inputs into the Monte Carlo Simulation Model for LTIPs granted during the period are as follows:
|
1 July 2013 |
Share price |
GBP1.06 |
Exercise price |
GBP0.00 |
Expected volatility |
55% |
Risk-free rates |
4.5% |
Expected dividend yields |
0% |
Vesting period |
3.5 years |
28 Exceptional Items
Items that are material either because of their size or their nature, or that are non-recurring are considered as exceptional items and are presented within the line items to which they best relate. During the current period, exceptional items as detailed below have been included as exceptional expenses below operating profit in the Income Statement. An analysis of the amounts presented as exceptional items in these financial statements are highlighted below
|
2015 |
2014 |
|
$'000 |
$'000 |
Loss on disposal of WD 16 block |
108 |
-- |
Loss on disposal of casing |
1,302 |
-- |
Loss on winding up of subsidiaries |
214 |
|
Fees relating to Formal Sale Process 'FSP' |
1,086 |
-- |
Potential claim (note 16) |
-- |
1,270 |
Impairment of property, plant and equipment (note 5) |
2,559 |
96,242 |
Impairment of intangibles (note 6) |
131 |
23,484 |
Impairment of receivables |
1,036 |
-- |
Impairment of inventory |
2,483 |
-- |
Written off 1(a) & 1(b) pre-acquisition cost |
6,385 |
-- |
Provision for restructuring |
1,943 |
-- |
Translation difference |
(18) |
(57) |
|
17,229 |
120,939 |
Exceptional items 2015:
Loss on disposal -- a loss of $0.1 million was recognised on the disposal of the WD 16 block as there were certain operating costs incurred by Trinity whilst the awaiting on regulatory approvals. The $1.3 million loss on disposal of casing and tubing to the related party the Well Services Petroleum Company Limited group was a result of fall in the casing and tubing market internationally.
Loss on winding up of subsidiaries - $0.2 million related to the write off of carrying values of non-current asset balances following the winding up Trinity Exploration and Production (Pletmos) Limited.
Formal Sales Process - Fees relating to the FSP included data room fees incurred for 2015
Impairments - In 2015 impairment reviews were carried out over the non-current and current assets on the Statement of Financial Position with impairment losses being recognised on property, plant and equipment, intangible assets, inventories and receivables.
Write off of 1a and 1b pre acquisition cost - On 27 July 2015 Trinity, announced that it has been unable to extend the term of its agreement to complete the purchase of 80% interests in Blocks 1a & 1b from Centrica. Consequently the Sale and Purchase Agreement between Trinity and the two subsidiaries of Centrica has been terminated. The cost incurred relating to pre-acquisition cost of these blocks of $ 6.4 million was written off in 2015.
Provision for restructuring - a provision was created based on the restructuring of the Group in 2015 as approved by management and the board of directors, and includes the cost of severance and redundancy payments.
Exceptional items 2014:
Potential claim - In 2014 a claim has been made by a supplier for an amount of $1.3 million, relating to a matter pre-merger with the Bayfield Group. Management has provided for this claim in 2014 (see note 16)
Impairment of property, plant and equipment - A sharp fall in oil prices combined with a downgrade in reserve estimates triggered an impairment review of the Group's carrying values within property, plant and equipment. Impairment losses were incurred relating to the CGU's which were written down to their recoverable amount (see note 3 (h)).
Impairment of intangibles - An impairment loss was taken on the exploration well EG-8 ($ 22.6 million) and exploration
29 Earnings Per Share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated using the weighted average number of ordinary shares adjusted to assume the conversion of all dilutive potential ordinary shares.
|
Earnings |
Weighted Average Number Of Shares $'000 |
Earnings Per Share $ |
||
Year ended 31 December 2015 |
|
|
|
||
Basic |
(58,520) |
94,800 |
(0.62) |
||
|
|
|
|
||
Diluted |
(58,520) |
94,800 |
(0.62) |
||
|
|
|
|
||
Impact of dilutive ordinary shares: As net losses from continuing operations were recorded in 2015, the dilutive potential shares are anti-dilutive and both basic and diluted earnings per share are the same.
|
|||||
Year ended 31 December 2014 |
|
|
|
||
Basic |
(141,182) |
94,800 |
(1.49) |
||
|
|
|
|
||
Diluted |
(141,182) |
94,800 |
(1.49) |
||
|
|
|
|
||
Impact of dilutive ordinary shares: As net losses from continuing operations were recorded in 2014, the dilutive potential shares are anti-dilutive and both basic and diluted earnings per share are the same.
|
|||||
30 Events after the Reporting Year
i. On 21 October 2015, Trinity announced that it entered into an agreement (the "Touchstone SPA") to sell its interests in the WD-2, WD-5/6, WD-13, WD-14 and FZ-2 licenses and related fixed assets (the "Blocks") to Touchstone Exploration Inc. ("Touchstone") for a cash consideration of $20.8 million. This sale was subject to various conditions precedent, with a backstop date of 13 March 2016 and expired without all of the required consents having been received. The Group has sent a termination notice in respect of the Touchstone Sale and Purchase Agreement (SPA) to Touchstone.
As a result, the sale of the Blocks to Touchstone will not be completed and the deposit of $2.08 million, currently held in escrow, is expected to be released to Touchstone under the terms of the Touchstone SPA and a related escrow agreement.
ii. On 14 March 2015 Trinity announced that the company has engaged two specialist refinancing advisers, Imperial Capital of New York and Cantor Fitzgerald of London. Whilst at an early stage in discussions, Management is encouraged by the interest levels from several institutions. Trinity's near term objective is to conclude a complete refinancing structure that will enable the Company to retire its existing senior debt facilities, reduce other outstanding payables and provide sufficient additional capital to retain the integrity of its assets and grow production and cash flow.
iii. The sale of the Group's 100% interest in the Guapo-1 block ("Block GU-1") to New Horizon Exploration Trinidad and Tobago Unlimited ("New Horizon") for a cash consideration of USD 2.8 million (the "Guapo Transaction") has been completed. All the conditions precedent for the Guapo Transaction has been satisfied including standard regulatory approvals, which were granted on 15 April 2016. The transaction was subsequently finalised with the closure of the cash settlement on 25 May 2016. The cash proceeds will be used predominantly by Trinity for working capital purposes.
iv. The Group has received further extensions on the moratorium until 27 May 2016 on principal repayments relating to Trinity's outstanding debt of $13.0 million with Citibank as discussions continue.