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Global Energy Dev. (NAUT)

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Wednesday 02 March, 2016

Global Energy Dev.

Final Results

RNS Number : 7104Q
Global Energy Development PLC
02 March 2016
 



 

 

lmmediate Release                                                                                           2 March 2016

 

  

GLOBAL ENERGY DEVELOPMENT PLC

(the "Company" or "Global")

 

AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2015

 

Global Energy Development PLC (AIM: GED), the Latin America focused petroleum exploitation, development and production company with operations in Colombia, South America announces its audited final results for the year ended 31 December 2015 (the "Period").

 

Highlights

 

·     Strong cash balance of $25.6 million at 31 December 2015

 

·     Debt free

 

·     Note receivable of $8.0 million at 31 December 2015 (increased to $10 million as at 29 February 2016) earning 12 per cent interest per annum

 

·     No mandatory drilling obligations in Colombia 

 

·     Well positioned to take advantage of investment and acquisition opportunities in the petroleum development and oilfield services sector as valuation expectations align with the new oil price environment     

 

Mikel Faulkner, Chairman, commented: "As uncertainty in the market prevails, the Company's goal in 2016 is to increase value for its shareholders by searching for investments or acquisitions within the energy sector with the potential for significant upside.  The Company seeks to position itself and its shareholders to take advantage of an eventual turnaround in the petroleum industry and related pricing increases." 

For further information please contact

Global Energy Development PLC

Anna Williams, Finance Director

   +001 817 310 0240

[email protected]

www.globalenergyplc.com


 

Northland Capital Partners Limited


  Matthew Johnson

   +44 (0)20 7382 1100

  David Hignell

 

 

Notes to Editors:

 

The Company's shares have been traded on AIM, a market operated by the London Stock Exchange, since March 2002 (AIM: GED).  The Company's portfolio includes exploration and developmental drilling opportunities in Colombia, South America.  The Company currently holds two operated contracts in Colombia.

 

Forward-looking statements

 

This release may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this release and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, liquidity, prospects, growth, strategies and expectations of the industry. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates may differ materially from those described in, or suggested by, any forward-looking statements contained in this release. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this release, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in law or regulation, currency fluctuations (including the US dollar), the Group's ability to recover its reserves or develop new reserves, changes in its business strategy, political and economic uncertainty. Save as required by law, the Company is under no obligation to update the information contained in this release.

 

Past performance cannot be relied on as a guide to future performance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chairman's Statement and Review of Operations

 

 

During 2015 we tightened our belts and streamlined the Group through the reduction of personnel, corporate and professional fees.  The Group's Board of Directors also worked with its external advisers to analyse opportunities in both the petroleum development sector as well as the oilfield services sector.  Even though oil prices continued to decline during the past year, energy companies overburdened with debt and high overheads fought to survive in hope of a quick pricing recovery.  Oversupply of worldwide petroleum production and the continued lag in global economies has prolonged depressed oil prices, and we believe that many companies have yet to realise the full extent of their losses and their overstretched capital and debt requirements.  By contrast Global continues to be in a strong position to utilise its cash resources to acquire assets or companies during this downturn in the market.  Unfortunately many energy businesses struggling in this economy have been slow to acknowledge reduced company valuations.  This reluctance to accept the reality that a quick pricing turnaround is not imminent has caused us to proceed carefully during 2015 as we considered various acquisition opportunities.  Thus far in 2016, we have seen no evidence of improvements in the industry or in oil prices.

 

With the goal of maximising earning potential whilst still allowing for adequate capital liquidity, management has taken steps to increase the Group's current return on its existing cash balances.  On 15 September 2015, the Group and HKN, Inc. ("HKN") (collectively the "Co-Lenders") entered into a secured, short-term financing note agreement ("Note Receivable") with Everest Hill Energy Group Ltd. ("Everest") for the principal amount of $10 million.  Under the Note Receivable, the Group participated as Co-Lender by loaning $8 million alongside HKN's loan of $2 million to Everest.  The Note Receivable is secured by all of Everest's and its subsidiaries' shareholdings in Global and HKN.  The Note Receivable is subject to an interest charge of 12 per cent per annum, payable monthly in arrears, with the principal amount being repayable in full on 15 March 2016.  Everest paid to Global a 2 per cent transaction fee of $160,000 in September 2015.  Since placing the Note Receivable in September, Global has earned $80,000 per month in interest income helping to mitigate overhead costs.  In February 2016, the Board approved the amendment of the Note Receivable and extend the maturity date of the Note Receivable by six months to 15 September 2016.  In addition, Global funded an additional $2 million principal amount on the amended Note Receivable.

 

In addition, we have worked to reduce our monthly cash burn and overhead structure.  During 2015, the Group reduced the average personnel count (continuing and discontinued) from 47 to 16 employees.  One-time redundancy costs totalling approximately $392,000 for personnel reductions were included in administrative expenses during the period. 

 

The Group continues to hold its Bolivar and Bocachico Association Contracts in Colombia, South America.  The Group is preserving its contract acreage in Colombia by maintaining its ongoing environmental, social, safety and reporting requirements while delaying capital expenditures related to development of its oil reserves in country.  Global continues to be in discussions regarding possible strategic alternatives associated with its Colombian contracts. 

  

Financials

 

During 2015, the Group's sole producing well in Colombia, the Torcaz #2 well, averaged approximately 35 gross barrels of oil per day ("bopd") yielding lifted volumes of 11,240 barrels of oil ("bbls") (2014: 8,565 bbls) and turnover of $365,000 (2014: $689,000).  Average realised sales prices decreased to $32.46/bbl compared to $80.44/bbl for the prior year period. 

 

Cost of sales decreased to $978,000 (2014: $1.7 million) during the period primarily due to reduced personnel, fuel, maintenance and transportation costs.  The Group experienced a lower depreciation charge during 2015 due to the full impairment of the Bocachico area oil assets during the prior year.  Gross loss decreased to $613,000 for 2015 compared to $990,000 for the prior year. 

 

Administrative expenses increased to $4.5 million during 2015 compared to $3.6 million for the prior year.  This increase was due primarily to $392,000 of one-time personnel redundancy costs paid during the year.  In addition, during the prior year the Group was able to capitalise $625,000 of technical salaries for the Catalina #1 well project, therefore these salary costs were not recorded as an administrative expense.  Salary costs for technical and operational personnel can be capitalised when their related time is clearly allocated to the development of a qualifying asset.  The Group did not capitalise any salaries during the period, and all salary costs were recorded as an administrative expense.  Other general and administrative cost areas, such as professional and corporate fees, decreased during 2015 in comparison to the prior year.  During the period, share-based expense was approximately $14,000 compared to a benefit of $413,000 for the prior year due to a decrease in the Group's share price. 

 

Finance and other expense during the period comprised solely of an accretion expense associated with the future decommissioning liabilities of the Group's Colombian contract areas.  During the prior year, in addition to the accretion expense, the Group recorded $1.6 million of interest expense associated with its then-outstanding debt.  The Group held no debt outstanding during 2015.

 

In 2015, a new Colombian equity tax was introduced and will be calculated each year for three years using a taxable base of the net equity (as at 1 January) at regressive rates of 1.15 per cent for 2015, 1.00 per cent for 2016 and 0.40 per cent for 2017.  The payment of the tax is made in instalments twice per year (May and September).  Current tax expense during the period included $125,000 for this new equity tax in addition to normal income and CREE tax expense.  The decrease in net deferred tax liabilities during 2015 is primarily related to the increase in temporary differences between tax and accounting depreciation, the effect of the devaluation of the Colombian exchange rate (to the US dollar) and the increase in Colombian fiscal tax loss carryforwards.  New Colombian regulations were introduced in 2015 which allow tax loss carryforwards incurred beginning 2015 to be eligible to offset the CREE taxable amount with no expiration date.  The Group recognised a benefit to deferred tax expense during the period of $2.4 million for the net decrease in deferred tax liabilities for the period.

 

Low benchmark oil prices of $38.21/bbl as at 31 December 2015 caused the proved and probable oil reserves within the Bolivar Contract area to be uneconomic.  Global was required to fully impair the $22.2 million of capitalised costs associated with its Bolivar Association Contract.  Proved and probable oil reserves within the Bocachico Contract area were uneconomic at oil benchmark prices of $57.33 per bbl as at 31 December 2014, and Bocachico's proved and probable reserves continued to be uneconomic at the lower oil prices as at 31 December 2015. 

 

In the previous year, the Group disposed of its rights and obligations of its Llanos Basin Contract areas (Rio Verde, Alcaravan and Los Hatos) through the sale of the entire issued share capital of CEDCO, for gross cash consideration of $50 million, net of approximately $1.0 million of initial purchase price adjustments for CEDCO's operating income received and capital expenditures spent by the Group during the period between the transaction's effective date (1 August 2014) and the closing date in December 2014.  Pursuant to the share purchase agreement, the purchaser of CEDCO was required to send any final proposed adjustments to the purchase price 90 days after the closing date.  In February 2015, the Group received the purchaser's adjustment statement with additional purchase price adjustments totalling $1.5 million.  The Group had accrued the additional $1.5 million of proposed adjustments in its financial statements as of 31 December 2014.  On 31 March 2015, the Group and the purchaser finalised the additional purchase price adjustments totalling $1.1 million following a review of the proposed adjustments in accordance with the share purchase agreement and such amount was paid in full on 31 March 2015.  The resulting difference of approximately $386,000 is recorded to profit from discontinued operations in the statement of operations as at 31 December 2015.  Based upon new Colombian regulation introduced in 2015, the pre-effective date CREE tax liabilities for discontinued operations previously accrued as at 31 December 2014 and owed by the Group were eliminated on the filing of the 2014 Colombian tax returns in May 2015.  This elimination of the accrued CREE tax liability of approximately $661,000 is recorded to profit of discontinued operations in the statement of operations as at 31 December 2015.  Profit from discontinued operations totalled $1.0 million during the year.  Also during 2015, the Group paid $1.0 million of closing costs for the sale of CEDCO which the Group had accrued in its financial statements as of 31 December 2014.

 

Conclusion

 

With regard to the Group's strong cash balance, there are a number of options for the use of the cash including, for example, utilising the cash for an acquisition or investment.  Presently, the Board believes that utilising cash to unlock the value in existing assets of targeted energy sector companies may create the greatest long-term value for shareholders. 

 

 

 

 

Mikel Faulkner

Chairman

1 March 2016



Oil Reserves Information (unaudited)

As at 31 December 2015

 

The reserve estimates shown in this report were developed by Ralph E. Davis Associates, Inc., an independent petroleum engineering firm, and are based on the PRMS joint reserve and resource definitions of the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers consistent with UK reporting purposes.  Proved and probable reserve estimates are based on a number of underlying assumptions including oil prices, future costs, oil in place and reservoir performance, which are inherently uncertain.  Management uses established industry techniques to generate its estimates and regularly references its estimates against those of joint venture partners or external consultants.  However, the amount of reserves that will ultimately be recovered from any field cannot be known with certainty until the end of the field's life.

All reserves are located in Colombia, South America.

Estimated net proved and probable reserves of crude oil

 


Proved

South America

Barrels ('000s)

Probable

South America

Barrels ('000s)

Total

All

Barrels ('000s)

At 1 January 2015




Developed

-

 -

-

Undeveloped

19,758

4,573

24,331


19,758

4,573

24,331

Changes in year attributable to:




  Revision of previous estimates1

 (19,745)

(4,573)

(24,318)

  Production

(13)

 -

(13)

Developed

-  

 -

-

Undeveloped

-

-

-

At 31 December 2015

-

-

-

 

1 The revisions in previous estimates are due to low oil benchmark prices of $38.21 per bbl before discounts as at 31 December 2015.  The lower oil prices at year-end 2015 caused the proved and probable oil reserves within the Bolivar Contract area to be uneconomic as at 31 December 2015.  The proved and probable oil reserves within the Bocachico Contract area were uneconomic at oil benchmark prices of $57.33 per bbl as at 31 December 2014.  Bocachico's proved and probable reserves continued to be uneconomic at the lower oil prices as at 31 December 2015. 

   

 

 

 

PRIMARY FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income
For the year ended 31 December 2015

 


2015

$'000

Continuing Operations



Revenue

 365

 689

Cost of sales

(978)

(1,679)

Gross loss

(613)

(990)

Other income

8

14

Administrative expenses

(4,478)

(3,644)

Share-based (expense) / credit

 (14)

 413

Exchange rate expense

(59)

(113)

Impairment loss

(21,813)

(11,163)

Operating loss from continuing operations

 (26,969)

 (15,483)

Finance income

440

1

Finance expense

(196)

(1,793)

Loss before taxation from continuing operations

(26,725)

 (17,275)

Tax benefit

2,114

2,311

Loss from continuing operations, net of tax

(24,611)

(14,964)

Income / (loss)  from discontinued operations, net of tax

1,047

(7,173)

Total comprehensive loss for the year attributable to the equity owners of the parent

(23,564)

(22,137)

Loss per share for continuing operations



- Basic

 $(0.68)

 $(0.41)

- Diluted

 $(0.68)

 $(0.41)

Earnings / (loss) per share for discontinued operations



- Basic

 $0.03

 $(0.20)

- Diluted

 $0.03

 $(0.20)

Total loss per share



- Basic

 $(0.65)

 $(0.61)

- Diluted

 $(0.65)

 $(0.61)

 

 

 

 

Figures in thousands except for per share information.



Consolidated Statement of Financial Position
As at 31 December 2015

 

 

 

2015

$'000

2014

$'000

Assets



Non-current assets



Intangible assets

93

33

Property, plant and equipment

 145

 22,263

Total non-current assets

238

22,296

Current assets



Inventories

246

290

Note receivable

8,040

-

Trade and other receivables

344

467

Prepayments and other assets

983

1,014

Cash and cash equivalents

25,608

41,153

Total current assets

35,221

42,924

Total assets

 35,459

 65,220

Liabilities



Non-current liabilities



Deferred tax liabilities (net)

(6)

(2,375)

Long-term provisions

(2,005)

(2,130)

Total non-current liabilities

(2,011)

(4,505)

Current liabilities



Trade and other payables

(1,116)

(3,782)

Corporate and equity tax liability

(79)

(1,133)

Total current liabilities

(1,195)

(4,915)

Total liabilities

(3,206)

(9,420)

Net assets

32,253

55,800

Capital and reserves attributable to equity holders of the parent



Share capital

 608

 608

Share premium account

 27,139

 27,139

Capital reserve

 51,855

 51,855

Retained deficit

(47,349)

(23,802)

Total equity

32,253

55,800




 

 

 

Consolidated Statement of Cash Flows
For the year ended 31 December 2015

 

 

 

2015

$'000

2014

$'000

Cash flows from operating activities



Cash generated from operations

 (5,108)

 6,295

Tax paid (continuing  and discontinued operations)

 (586)

 (5,560)

Net cash (used in) generated from operating activities

(5,694)

 735

Cash flows from investing activities



Interest income from note receivable

240

-

Commission income from note receivable

160

-

Placement of note receivable

(8,000)

-

Gross proceeds from sale of subsidiary

 _

 50,000

Purchase price adjustments for sale of subsidiary

(1,161)

(998)

Cost paid for sale of subsidiary

(1,000)

_

Interest received

8

19

      Purchase of property, plant and equipment

     (98)

   (7,539)

Decrease in short term deposits (discontinued operations)

 -

 (480)

Net cash (used in) provided by investing activities

 (9,851)

 41,002

Cash flows from financing activities



Farm-out partner cash calls

 -

 6,238

Bolivar farm-out proceeds

-

5,000

Bocachico farm-out proceeds

 -

 1,000

Fees paid for Bolivar and Bocachico farm-outs

-

(2,372)

Debt principal repayments

 -

 (12,000)

Repayment of finance leases (discontinued operations)

-

(360)

Interest paid

-

(1,505)

Net cash used in financing activities

 -

 (3,999)

(Decrease) increase in cash and cash equivalents for the year

 (15,545)

 37,738

Cash and cash equivalents at beginning of year

 41,153

 3,415

Cash and cash equivalents at the end of year

 25,608

 41,153

Consolidated Statement of Changes in Equity

For the year ended 31 December 2015

 

 


Share

capital

$'000

Share

premium

$'000

Capital

reserve

$'000

Retained

losses

$'000

Total

equity

$'000

At 1 January 2014

 608

 27,139

 210,844

 (157,701)

 80,890

Total comprehensive income for the year attributable to equity holders of the parent

 -

 -

 -

 (22,137)

 (22,137)

Share-based payment - options equity settled

 -

 -

-

 51

 51

Disposal of CEDCO

 -

 -

(158,989)

      155,985

(3,004)

At 1 January 2015

 608

 27,139

 51,855

 (23,802)

 55,800

Total comprehensive loss for the year attributable to equity owners of the parent

 -

 -

 -

 (23,564)

(23,564)

Share-based payment - options equity settled

 -

 -

 -

17

17

At 31 December 2015

 608

 27,139

 51,855

 (47,349)

32,253

 



ABRIDGED NOTES TO THE PRIMARY FINANCIAL STATEMENTS

For the twelve months ended 31 December 2015

 

1. Accounting Policies

 

Basis of preparation

The financial statements of the Group for the twelve months ended 31 December 2015 have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by European Union.

 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2015 or 2014 as defined by section 435 of the Companies Act 2006 but is derived from those accounts.  Statutory accounts for 2014 have been delivered to the registrar of companies, and those for 2015 will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, and (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts.

 

2. 2014 discontinued operations - CEDCO

 

In December 2014, the Group closed on the sale of its wholly-owned subsidiary, CEDCO, with an effective date of 1 August 2014.  CEDCO held the Company's former contract areas (Rio Verde, Alcaravan and Los Hatos contracts) within the Llanos Basin of Colombia, South America.  These contracts previously comprised the majority of the Company's oil producing properties.  As a result of this disposal in 2014, the operations of CEDCO were treated as discontinued operations. As per the sale agreement, the Group finalised and paid all proposed adjustments to the purchase price during March 2015.

 

Colombia

2015

$'000

2014

$'000

Revenue

-

16,440

Cost of sales

-

(10,977)

Gross profit

-

5,463

Other income (expense)

-

(5)

Administrative expenses

-

(1,060)

Finance income

-

18

Finance expense

-

(298)

Profit before taxation

-

4,118

Tax benefit (expense)1

661

(4,274)

Profit / (loss) after taxation

661

(156)

Gain / (loss) on disposal of business (including fees and purchase price adjustments)2

386

(7,017)

Income / (loss) from discontinued operations

1,047

(7,173)

1 Based upon new Colombian regulation introduced in 2015, the 2014 pre-effective date CREE tax liabilities for discontinued operations previously accrued as at 31 December 2014 and owed by the Group were able to be eliminated upon the filing of the 2014 Colombian tax returns in May 2015.  The elimination of the accrued CREE tax liability of approximately $661,000 was recorded to profit from discontinued operations in the statement of operations as of 31 December 2015.

 

2 Per the share purchase agreement, the purchaser of CEDCO could send proposed adjustments to the purchase price following 90 days after the closing date.  In February 2015, the Group received the purchaser's adjustment statement with proposed additional purchase price adjustments totalling $1.5 million.  The Group accrued the $1.5 million of proposed adjustments in its financial statements as of 31 December 2014.  On 31 March 2015, the Group and the purchaser agreed upon the finalised purchase price adjustment of $1.1 million following review of the proposed adjustments in accordance with the share purchase agreement.   The $1.1 million was paid to the purchaser in March 2015.  The resulting difference of approximately $386,000 was recorded to profit from discontinued operations in the statement of operations as of 31 December 2015.

 

Reconciliation of loss before taxation to net cash flow from operations


2015

2014


$'000

$'000

Continuing operations



Loss before tax

           (26,725)

         (17,275)

Adjustments for:



Depreciation of property, plant & equipment

                 78

               191

Amortisation of intangible assets

4

1

Other income

(8)

-

Impairment charge

           21,813

          11,163

Share based expense / (benefit)

                14

            (413)

Finance income

                  (440)

               (1)

Finance cost

              196

        1,793

Operating cash flow before movements in working capital

             (5,068)

          (4,541)




Decrease in inventories

                 44

             113

Increase in trade and other receivables

                (569)

            (159)

(Decrease) / increase in trade and other payables

                (159)

            2,328

Cash used from continuing operations

             (5,752)

          (2,259)




 

Discontinued operations



Profit before tax

              -

            4,118

Adjustments for:



Depreciation of property, plant & equipment

              -

            5,379

Amortization of intangible assets

                 -

               263

Income (loss) on sale of subsidiary

           1,047

         (7,017) 

Finance income

                  -

              (18)

Finance cost

                -

               298

Operating cash flow before movements in working capital

              1,047

          3,023

Increase in inventories

                -

             (841)

Increase in trade and other receivables

             -

         (1,361)

(Decrease) / increase in trade and other payables

              (403)

          7,733

Cash generated from discontinued operations

            644

          8,554

Cash (used) / generated from operations

              (5,108)

          6,295

 

 

The Statement of Cash Flows contains the following elements related to discontinued operations:


2015

2014


$'000

$'000

 

Net cash generated from operating activities

             108

           3,004

Net cash used in investing activities

             (87)

          (2,383)

Net cash used in financing activities

                -

            (433)

Total

               21

             188

 

3. (Loss) / earnings per share (EPS)

Basic earnings per share amounts are calculated by dividing the (loss) / profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.  Diluted (loss) / earnings per share are calculated by dividing the (loss) / profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding at the end of the year, plus the weighted average number of shares that would be issued on the conversion of dilutive potential ordinary shares into ordinary shares. The calculation of the dilutive potential ordinary shares related to employee and Director Share option plans includes only those options with exercise prices below the average share trading price for each period.

 

 

2015

$'000

2014

$'000

Loss from continuing operations after taxation

(24,611)

(14,964)

Profit / (loss) from discontinued operations after taxation

1,047

(7,173)

Net loss attributable to equity holders

(23,564)

(22,137)

Loss per share for continuing operations



- Basic

$(0.68)

$(0.41)

- Diluted

$(0.68)

$(0.41)

Earnings / (loss) per share for discontinued operations



- Basic

$0.03

$(0.20)

- Diluted

$0.03

$(0.20)

Total loss per share



- Basic

$(0.65)

$(0.61)

- Diluted

$(0.65)

$(0.61)

Basic weighted average number of shares

 36,112,187

 36,112,187

Dilutive potential ordinary shares



Employee and Director share option plans

-

626,162

Diluted weighted average number of shares

36,112,187

36,738,349

The calculation of the diluted EPS assumes all criteria giving rise to the dilution of the EPS are achieved and all outstanding share options with exercise prices lower than the average period share price are exercised.

 

4. Revenue

Revenue is attributable to one continuing activity which is oil liftings from the Group's wholly-owned subsidiaries of the Group, located in Colombia, South America.

 

5. Finance income


2015

$'000

2014

$'000

Income on note receivable and others

440

1

 

6. Finance expense


2015

$'000

2014

$'000

HKN Amortising Note Payable

-

1,601

Unwinding of discount on decommissioning provision

196

192

Total finance expenses

196

1,793

 

 

7. Income tax

The Group is subject to UK and Colombian taxation.

UK taxation

The Group does not expect to be liable for UK corporation tax in the foreseeable future because, as of the date of the last UK tax return, the Group had trading losses carried forward of approximately  $26.2 million as at 31 December 2015 and $28.9 million as at 31 December 2014.

Colombian taxation

The Group pays taxes in Colombia through the branch offices of its wholly owned subsidiaries.  The Colombian corporation tax is calculated as the CREE tax and the higher of net income tax or presumptive income tax as follows:

 

• Presumptive income tax. An alternative minimum tax calculated on the prior year gross equity less liabilities at a rate of 3 per cent to determine the presumptive income. A rate of 25 per cent is applied to the presumptive income to arrive at the tax obligation; or

 

• Net income tax. Calculated at a rate of 25 per cent taking into account revenues minus costs, standard and special deductions.

 

• CREE tax.  Calculated at a rate of 14 per cent for 2015, 15 per cent for 2016, 17 per cent for 2017 and 18 per cent for 2018.  Beginning in 2019, the rate will reduce to 9 per cent thereafter. Tax loss carryforwards incurred beginning 2015 shall be eligible to offset the CREE taxable amount with no expiration date.  Lastly, the CREE tax may not be less than three per cent of the taxpayer's net equity as of 31 December of the preceding taxable year.

 

Additionally, in 2015, a new Equity Tax was introduced and is calculated each year for three years using a taxable base of the Net Equity (as at 1 January) at progressive rates of 1.15 per cent for 2015, 1.00 per cent for 2016 and 0.40 per cent for 2017.  The payment of the tax is required with instalments made twice per year (May and September).

The major components of income tax expense for the periods ended 31 December 2015 and 2014 are:


2015

$'000

2014

$'000

Current taxes:



Current income tax charge (continuing operations)1

92

509

Current income tax charge (discontinued operations)

-

        141

CREE tax (continuing operations)

33

-

CREE tax (discontinued operations)2

-

       1,022

Equity tax3

125

-

Other withholding tax (continuing operations)

5

47

Other withholding tax (discontinued operations)

-

         64

Discontinued operations income tax from prior years4

-

     5,300

Total current taxes

255

7,083

Deferred tax:



Relating to origination and reversal of temporary differences

(2,369)

(2,867)

Discontinued operations

-

(2,253)

Total deferred tax (benefit)

(2,369)

(5,120)

Total income tax (benefit) for continued operations

(2,114)

(2,311)

Total income tax (benefit) / expense for discontinued operations

(661)

4,274

Total income tax (benefit) / expense reported in the income statement

(2,775)

1,963

 

1 Current income tax for 2015 was calculated under the presumptive income tax basis due to taxable losses generated in Colombia during the period.  In 2014, the current income tax was the result of a 10 per cent Colombian capital gain tax charge on the gross proceeds received by the Group related to the Bolivar and Bocachico farm-out agreements.  In December 2014, upon the termination of such agreements, the capital gains tax was recognised.

 

2CREE tax for 2014 was due to the taxable profit generated from the transfer of the Bolivar and Bocachico Contracts between branch offices of the Group's wholly-owned Colombian subsidiaries in 2014.  The transfer of assets located in Colombia (even between wholly-owned Group subsidiaries) constituted a disposition of assets for Colombian tax purposes since such assets represented more than 20% of the assets of the Group.  The transfer of the Bolivar and Bocachico Contracts to newly-created wholly-owned Colombian branches during 2014 constituted more than 20% of the Group's consolidated assets.

 

3 The equity tax for 2015 was calculated at 1.15 per cent of the Group's net equity of its Colombian branches as of 1 January 2015.

 

4 The income tax for discontinued operations relates to the amended 2010 Colombian income tax return and the DIAN assessment.  See note 3 for further detail.

 

 

 

Taxation reconciliation

The charge for the year can be reconciled to the loss per the statement of comprehensive income which includes amounts related to discontinued operations:


2015

$'000

2014

$'000

Loss before tax in the Statement of Comprehensive Income

   (26,725)

        (20,174)

Tax benefit on Group loss at UK Corporation tax rate of 20% (2014: 21.5%)

(5,345)

          (4,338)

Effects of:



   CREE tax

33

     1,022

   Presumptive income tax on alternative basis and other withholdings

222

251

    UK tax on losses carried forward and losses not deductible

3,390

       1,108

 

Effect of higher tax rates in the UK

(1,336)

(811)

 

   Permanent differences on deferred taxes primarily arising from foreign exchange

922

(1,916)

   Loss on disposal of CEDCO not deductible for tax purposes

-

838

   Tax expense prior year

(661)

5,300

   2014 capital tax on transfer of contracts

-

509

Total income tax (benefit) expense from comprehensive income reported in the income statement

(2,775)

    1,963 

 

8. Deferred tax

The gross movement in net deferred tax liabilities are reported as follows:


2015

$'000

2014

$'000

Opening balance as of 1 January

 (2,375)

 (16,291)

Disposal of CEDCO

-

        8,796

Change in deferred tax related to temporary differences and other

2,369

5,120

Closing balance as at 31 December

(6)

 (2,375)

The Group offsets deferred tax assets and liabilities if, and only if, it has a legally enforceable right to offset current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities related to corporation taxes levied by the same tax authority. Deferred tax assets and liabilities listed below are related to corporation taxes levied by the Colombian tax authority with jurisdiction over the Group's Colombian branches.  Deferred taxes primarily have been provided at a 39 per cent rate, but in 2015, the rate was reduced to 34 per cent.

The movement in deferred income tax assets and liabilities during the year is as follows:

Deferred tax assets

 Tax losses

$'000

 Provisions

$'000

As at 1 January 2014

 9,078

 1,012

10,090

Discontinued operations

     (7,324)

-

       (7,324)

Change in deferred tax related to temporary differences and other

     (1,430)

(1,012)

       (2,442)

As at 1 January 2015

 324

-

324

Decrease in temporary differences1

(401)

(401)

Change in deferred tax related to exchange difference and other3

77

77

As at 31 December 2015

-

-

-

 

Deferred tax liabilities

Fixed

assets value

$'000

Inventory

$'000

Total

$'000

As at 1 January 2014

(26,425)

 44

(26,381)

Discontinued operations

 16,120

-

   16,120

Changes in deferred tax related to temporary differences and other

     7,533

29

   7,562

As at 1 January 2015

(2,772)

73

(2,699)

Increase (decrease) in temporary differences2

3,414

(73)

3,341

Changes in deferred tax related to exchange difference and other3

(648)

-

(648)

As at 31 December 2015

(6)

-

(6)

1The decrease in deferred tax assets during 2015 was primarily related to the change in the fiscal losses for Colombia.

 

2The decrease in deferred tax liabilities during 2015 was primarily related to increased differences between tax and accounting depreciation following the full impairment of Bolivar's capitalised costs during the period for accounting purposes. 

 

3 This change in deferred taxes was primarily related to the effect of the change in the exchange rate of the Colombian peso to the US dollar.

 

9. Property, plant and equipment


Oil

properties

$'000

Facilities

and pipelines

$'000

Office

equipment

& other

$'000

Total

$'000

Cost





At 1 January 2014

 142,838

36,816

1,646

181,300

Additions

 2,606

 1

 461

 3,068

Reimbursement of prior costs

(6,000) 

 -

 -

 (6,000)

Sale of CEDCO

(94,590)

(33,871)

(1,210)

(129,671)

At 31 December 2014

44,854

2,946

897

48,697

Additions

-

10

102

112

Change in decommissioning and environmental provision

(293)

-

-

(293)

Reclassification of intangible assets

-

-

(50)

(50)

At 31 December 2015

44,561

2,956

949

48,466

Depreciation:





At 1 January 2014

(49,490)

(20,671)

(1,050)

(71,211)

Sale of CEDCO

40,641

20,204

665

61,510

Provided during the year (continuing operations)

(148)

(17)

(26)

(191)

Provided during the year (discontinued operations)

(3,951)

(1,125)

(303)

(5,379)

Impairment loss

(10,761)

(287)

(115)

(11,163)

At 31 December 2014

(23,709)

(1,896)

(829)

(26,434)

Provided during the year

(78)

(78)

Reclassification of intangible assets

4

4

Impairment loss

(20,852)

(1,060)

99

(21,813)

At 31 December 2015

(44,561)

(2,956)

(804)

(48,321)

Net book value at 31 December 2015

-

-

145

145

Net book value at 31 December 2014

21,145

1,050

68

22,263

Net book value at 1 January 2014

93,348

16,145

596

110,089

The Group performed its annual impairment test as at 31 December 2015.  The Group considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment.  As at 31 December 2015, the market capitalisation of the Group was below the book value of its equity, indicating a potential impairment of the assets of the Company's operating segments.  The recoverable amounts of the two CGUs, the Bolivar area and the Bocachico area, were determined based upon value in use calculations using risked cash flow projections.  The value in use calculations include estimates about the future financial performance of each CGU.  All estimates and assumptions included in the value in use calculations are derived from the reserve report developed by Ralph E. Davis Associates, Inc., an independent petroleum engineering firm, and are based on the PRMS joint reserve and resource definitions of the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers consistent with UK reporting purposes.  The projected risked discounted cash flows are calculated using the Brent oil pricing as at December 2015 of $38.21 per bbl (2014: $57.33 per bbl), with an escalation of 3% each following year, with historical pricing discounts and historical operating costs.  The pre-tax discount rate applied to the cash flow projections is 10 per cent (2014: 10 per cent). 

 

Decreased oil prices of $38.21 per bbl caused the oil reserves within the Bolivar area to be uneconomic at 31 December 2015.  The resulting uneconomic nature of the proved and probable reserves within the Bolivar area required the Group to fully impair the $22.2 million of carrying value of its Bolivar area oil assets within its consolidated financial statements at 31 December 2015.  This amount was slightly mitigated due to a net gain recognised during the year of $425,595 primarily for the reduction of the decommissioning and environmental liabilities for the Bocachico area which reduced the overall impairment loss to $21.8 million for the year ended 31 December 2015. 

 

As at 31 December 2014, the Group fully impaired the $11.2 million of carrying value of its Bocachico area oil assets within its consolidated financial statements.  Bocachico's proved and probable reserves continued to be uneconomic at the lower oil prices as at 31 December 2015.  Under current accounting standards, the Group may reverse such impairment in the future if there is an indication that the previously recognised impairment loss no longer exists or has decreased. 

 

As at 31 December 2015, there are no amounts included in the cost of property, plant and equipment in respect of capitalised financing costs (2014: $nil).  The amount of the financing costs capitalised during the year was $nil (2014: $nil).  There are no amounts included in PP&E relating to capitalised finance leases (2014: $nil) as at 31 December 2015.

Expenditures in 2015 on depletion and depreciation for oil assets is calculated on a unit-of-production basis, using the ratio of oil production in the period to the estimated quantities of proved and probable reserves at the end of the period plus production in the period.  Oil assets are tested periodically for impairment to determine whether the net book value of capitalised costs relating to the cash generating unit, as defined, exceed the associated estimated future discounted cash flows of the related commercial oil reserves.  If an impairment is identified, the depletion is charged through the statement of comprehensive income in the period incurred.

10. Note receivable



2015

$'000

2014

$'000


Note receivable


 8,000

 -


Accrued interest receivable


40

-


Total note receivable and accrued interest receivable as at 31 December


 8,040

 -


Cash received for interest income


240

-


Cash received for commission


160

-


 

On 15 September 2015, the Group and HKN, Inc. ("HKN") (collectively as "Co-Lenders") entered into a secured, short-term financing note agreement ("Note Receivable") with Everest Hill Energy Group Ltd. ("Everest") for the principal amount of $10 million.  Everest is an affiliated company of the Quasha family trusts which also have an interest in Lyford Investments, Inc., an existing shareholder of the Group.  HKN Inc, ("HKN"), the Group's principal shareholder, Lyford Investments, Inc. and its parties acting in concert with it are interested in 22,553,406 shares of the Group, representing 62.45 per cent of the issued share capital of the Company.  By virtue of these holdings, entry into this Note Receivable constituted a related party transaction.

 

Under the Note Receivable, the Group participated as a Co-Lender by loaning $8.0 million and HKN participated by loaning $2.0 million of the principal amount to Everest.  The Note Receivable is secured by all of Everest's and its subsidiaries' holdings of Global and HKN.  Global serves as the collateral agent for the Co-Lenders.  The Note Receivable is subject to an interest charge of 12 per cent per annum, payable monthly in arrears, with the principal amount being repayable in full on 15 March 2016. Everest paid to GED a 2 per cent transaction fee of $160,000 in September 2015 upon the closing of the Note Receivable.  See note 12 for information regarding post reporting date amendment to the Note Receivable.

 

11. Related party disclosures

HKN and its parties in concert are major shareholders of the Group. During 2015, the Group and HKN (collectively as "Co-Lenders") entered into a Note Receivable with Everest for the principal amount of $10 million.  Under the Note Receivable, the Group participated as a Co-Lender by loaning $8.0 million and HKN participated by loaning $2.0 million of the principal amount to Everest.  Please see note 10 for information on the Note Receivable.  Also during 2015, the Group entered into a Shared Services Agreement with HKN to allow employees to provide or cause to be provided certain contract services, if and when as needed.  The Group paid $48,975 to HKN for contract services for due diligence purposes during the year ended 31 December 2015. 

 

During 2014, the Group held an Amortising Note Payable with HKN.  The Amortising Note Payable was fully repaid in December 2014.  Also, in 2014, the Group entered into two separate farm-out agreements with Everest with respect to the Bolivar and Bocachico Association Contract areas.  These farm-out agreements were terminated during December 2014. 

 

12. Post reporting date event

On 29 February 2016, the Group and HKN (collectively as "Co-Lenders") amended the Note Receivable (the "Amended Note Receivable") with Everest.  Under the Amended Note Receivable, the Group loaned an additional $2.0 million principal amount to Everest and the Co-Lenders extended the maturity date by six months to 15 September 2016 for the total principal amount of $12 million.  In addition, under the terms of the Amended Note Receivable, the Co-Lenders were granted right of first refusal to purchase certain offshore oil service vessels owned by Everest and its affiliates.  The Amended Note Receivable continues to be subject to an interest charge of 12 per cent per annum, payable monthly in arrears. Everest paid to the Group a 2 per cent transaction fee of $40,000.

 

 


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