Information  X 
Enter a valid email address

Nautilus Marine Serv (NAUT)

  Print      Mail a friend       Annual reports

Wednesday 14 March, 2018

Nautilus Marine Serv

Final Results

RNS Number : 6959H
Nautilus Marine Services PLC
14 March 2018
 

 

Immediate Release 14 March 2018          

 

                                                                  

NAUTILUS MARINE SERVICES PLC

 (the "Group" or "Nautilus")

 

AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2017

 

Nautilus Marine Services PLC (AIM:  NAUT), the Group focused on making strategic investments in service providers, technologies, and assets to offer integrated and innovative solutions for multiple offshore service industries, today announces its audited final results for the year ended 31 December 2017 (the "Period").  

 

Highlights:

 

-     Change of name from Global Energy Development PLC and completion of a fundamental change of the business with its first acquisition of offshore service vessels during February 2017

 

-     Cash balance at 31 December 2017 of US$16.8 million

 

-     Positive working capital of US$20 million positions the Group to take advantage of investment and acquisition opportunities of distressed service companies, technologies and assets within the offshore industry

 

John Payne, Managing Director of Nautilus, commented:

"2017 was a challenging year for offshore service providers both in the US Gulf of Mexico and globally. We have reviewed the Gulf of Mexico and international markets during this past year and will continue these efforts during 2018 in order to identify investment prospects in offshore service-providers with commercialised offshore technologies which have been able to maintain strong customer relationships despite the downturn." 

"With our expertise and available capital, we believe we can build an offshore service group by connecting synergistic technologies and helping to expand those services into new regions as well as providing existing customers with a wider range of services.  Through balance sheet restructuring, streamlining of administrative functions and capital infusion for expanded services, Nautilus aims to develop as a well-balanced and unique service provider for offshore projects with the intention of creating value for our shareholders."

Enquiries:

Nautilus Marine Services PLC

 

[email protected]nmsplc.com

 

www.nautilusmarineplc.com

 

 

 

finnCap Ltd

 

Christopher Raggett/Scott Mathieson/Kate Bannatyne (Corporate Finance)

020 7220 0500

Emily Morris (Corporate Broking)

 

 

 

Yellow Jersey

 

Tim Thompson/ Henry Wilkinson

+44 (0) 7710 718 649

 

 

Forward-looking statements

 

This annual report 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 annual report 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 industries in which the Group operates may differ materially from those described in, or suggested by, any forward-looking statements contained in this annual report. In addition, even if the development of the markets and the industries in which the Group operates are consistent with the forward-looking statements contained in this annual report, 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), 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 annual report.

 

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

 

 

 

Chairman's Statement and Review of Operations

 

2017 Strategic Initiatives

 

The Group divested of substantially all of its producing Colombian oil and gas assets in the fourth quarter of 2014 and subsequently performed an analysis of the impact of low oil pricing on the oil and gas industry and held discussions with a variety of companies.  These activities culminated with the decision to purchase distressed offshore service assets. During 2016, the Group performed the requisite due diligence activities on a number of opportunities and completed its initial acquisition in February 2017 of distressed assets from two companies (the "Transaction"). This was considered to be a fundamental change of business and was approved by shareholders.  The Transaction resulted in the receipt of $10.5 million in cash proceeds and twelve offshore service vessels along with related dive equipment and inventory valued at $13.6 million in exchange for the issuance of deeply-discounted convertible loan notes with a fair value of $16.1 million and debt forgiveness of $8 million.

 

This fundamental change of business shifted the Group's focus from Latin American oil and gas exploration and production to the global offshore service industry in order to take advantage of distressed offshore opportunities.  The Group intends to continue to purchase distressed assets which may be paired with technology and established service providers to build an innovative offshore service company.  As a result of the oil and gas asset divestiture in late 2014 as well as the placement of convertible notes in early 2017, the Group has available cash resources to identify and complete its initial opportunistic acquisitions.

 

Following the completion of the Transaction in February, the Group has spent considerable time and resources assessing and evaluating the acquired assets, as well as their best use, given the near-term outlook for the offshore service industry. As a result of this review, and as outlined at the time of the Transaction, the Group concluded to transition the entire acquired fleet into a laid-up status until industry conditions improve in order to conserve cash and allow its management team to focus on further acquisition opportunities.  The Group continues to monitor the economic environment for recovery signals which would indicate at which time, the assets may either be profitably operated or sold at a premium to their initial cost.

 

2017 Financial Results

 

Financial Position

 

The Group had a positive working capital position of $20 million at 31 December 2017 due to recent divestitures and issuance of the Series A, B, and C convertible loan notes pursuant to the Transaction.  The convertible loan notes carry a nominal value of $31.6 million and were issued at an approximate discount of $15.5 million (49%) based on an independent, third party valuation of the note instruments.  This discount on the convertible loan notes will be recognised as an accretion expense over their respective terms, which range from 10 to 15 years. Further details of the terms of the notes such as conversion pricing and interest rates are set out in note 12 to the financial statements. 

 

As part of the Transaction, and in exchange for the receipt of vessels, the Group amended its note receivable from Everest Hill Group, Inc. by reducing the outstanding principal balance from $12 million to $4 million, extending the maturity date from 15 January 2017 to 15 September 2018, and lowering the interest rate from 12 per cent per annum to 8 per cent per annum

 

Property, plant and equipment increased significantly during the year as the Group took delivery of vessels, equipment and inventory valued at $13.6 million. The Group has also recognised a reversal of a previous impairment on its Bolivar assets of $4 million due to a view of stabilisation of increased oil pricing at year end.  Such reversal was determined based on a third-party valuation and Management's estimates of contingent reserves within this contract.  The Bocachico assets remained uneconomic at year-end pricing and remained fully impaired.

 

Results of Operations

 

The Group's operating expenses increased substantially as compared to the prior year primarily due to the acquired assets. Operating expenses increased from $489 thousand during the prior year period to $3.7 million during the period.   Vessel operating costs comprised $2.8 million of this increase, and the cost of sales for the Group's legacy oil and gas assets in Colombia comprised $377 thousand of the increase. 

 

Vessel operating costs for the period were comprised of $566 thousand in costs related to the initial receipt, transition and assessment of the vessels and equipment, $768 thousand in dock and facility costs, $352 thousand in vessel crewing and technical management fees, $571 in allocated labor and management costs, and $586 thousand in insurance, maintenance and other expenses.  The Group also recorded depreciation charges on the acquired vessels and equipment of $1.8 million. Following completion of the initial assessment and transition during the first half of 2017, vessel operating costs were significantly reduced primarily as a result of lower crewing and technical management costs as the scope of these activities were reduced following the initial assessment and evaluation of the acquired assets. In late 2017, the Group moved the entire fleet to a laid-up status and expects its vessel operating costs to remain low until the vessels are returned to service

 

Oil and gas operating costs increased during the year primarily due to one-time severance and inventory obsolescence charges within the Bocachico contract area.  These charges were due to the Group's decision to shut in its production while this property remains uneconomic. The Group expects cost savings while both contract areas remain shut-in; however, it will continue to incur security, environmental, and maintenance costs at both of these locations to ensure the contracts remain secure, compliant and in good standing with the local authorities and communities.  Oil and gas operating costs for the year were more than offset by the $4 million in partial reversal of the prior years' impairment charges due to a view of stabilisation of increased oil pricing at 31 December 2017.

 

Administrative expenses increased slightly to $6.3 million compared to $6.1 million for the prior year. The increase was primarily due to increased staffing, consulting, and professional fees while the Group integrated the acquisitions and altered the organisational structure for its new operating activities.  Because the Group's integration efforts for the Transaction were substantially completed during the year, staffing, consulting and professional fees will decrease significantly in the future if no further acquisitions are made.

 

Finance income decreased by $908 thousand during the year as a result of the reduction in the outstanding balance down to $4 million and the interest rate down to 8% on the Group's note receivable from Everest Hill Group, Inc. Interest expense and accretion of discount on the convertible loan notes issued during 2017 resulted in increased finance expense of $1.8 million.  Interest and accretion charges were partially offset by a $543 gain on the embedded derivatives within the convertible notes due to a decrease in the fair value of the conversion option of the notes as determined by a third-party valuation firm.

 

Conclusion

 

The Group's activities during 2017 successfully rebranded it as an offshore service provider and established the necessary foundations for growth.  Management believes that in 2018 Nautilus will take significant steps towards its ultimate objective of building an international offshore service group.  Importantly, the management team remains focused on closely monitoring its costs in order to preserve its liquidity for acquisition efforts.   

 

Nautilus will continue its efforts to identify profitable companies, innovative technologies and distressed assets.  These synergistic pairings are expected to provide revenue growth as the offshore industry recovers.  Simultaneously, Nautilus hopes to expand the geographic footprint of the Group, leading to further growth in value. 

 

 

 

 

Mikel Faulkner

Chairman

13 March 2018

 

 

 

PRIMARY FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income
For the year ended 31 December 2017

 

 

2017

2016

 

$'000

$'000

Continuing Operations

 

 

Revenue

         250

    178

Cost of Sales

    (5,552)

   (602)

Gross loss

    (5,302)

   (424)

Gain/(loss) on disposal of assets

         100

       (1)

Administrative expenses

    (6,336)

(6,112)

Impairment reversal/(charge)

      3,968

   (703)

Operating loss from continuing operations

    (7,570)

(7,240)

Finance income and other

         877

  1,242

Finance expense and other

    (2,074)

   (285)

Loss before taxation from continuing operations

    (8,767)

(6,283)

Tax expense

       (179)

   (197)

Loss from continuing operations, net of tax

    (8,946)

(6,480)

Loss from discontinued operations, net of tax

         (13)

   (147)

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

    (8,959)

(6,627)

Other comprehensive income/(loss)

              -

          -

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

    (8,959)

(6,627)

Loss per share for continuing operations

 

 

 - Basic and diluted

 $(0.25)

$(0.18)

Loss per share for discontinued operations

 

 

 - Basic and diluted

 $(0.00)

$(0.00)

Total loss per share

 

 

 - Basic and diluted

 $(0.25)

$(0.18)

 

Figures in thousands except for per share information.

 

 

 

Consolidated Statement of Financial Position
As at 31 December 2017

 

2017

2016

 

$'000

$'000

Assets

 

 

Non-current assets

 

 

Intangible assets

                130

           144

Other non-current assets

                946

           888

Property, plant and equipment

           15,427

             21

Total non-current assets

            16,503

        1,053

Current assets

 

 

Inventories

                146

           259

Note receivable and accrued interest

            4,013

      12,060

Trade and other receivables

                    7

             66

Prepayments and other assets

                303

           283

Cash and cash equivalents

          16,758

      16,446

Total current assets

               21,227

      29,114

Total assets

               37,730

      30,167

Liabilities

 

 

Non-current liabilities

 

 

Convertible loan notes and accrued interest

        (15,809)

               -

Long-term provisions

          (2,712)

      (2,161)

Total non-current liabilities

         (18,521)

      (2,161)

Current liabilities

 

 

Trade and other payables

             (533)

      (1,306)

Short-term provisions

             (361)

         (948)

Corporate and equity tax liabilities

               (55)

         (116)

Derivative financial liabilities

             (262)

               -

Total current liabilities

                (1,211)

      (2,370)

Total liabilities

              (19,732)

      (4,531)

Net assets

               17,998

      25,636

Capital and reserves attributable to equity holders of the parent

 

 

Share capital

               608

           608

Share premium

           27,139

      27,139

Capital reserve

          30,435

      51,855

Other reserves

             1,307

               -

Accumulated losses

        (41,491)

        (53,966)

Total equity

           17,998

    25,636

 

 

 

 

Consolidated Statement of Cash Flows
For the year ended 31 December 2017

 

 

 

2017

2016

 

 

$'000

$'000

   Cash flows from operating activities

 

 

 

   Cash used by operations

 

      (10,343)

   (6,137)

   Tax paid (continuing and discontinued operations)

 

           (203)

      (201)

   Net cash used in operating activities

 

      (10,546)

   (6,338)

   Cash flows from investing activities

 

 

 

   Placement of note receivable

 

                 -

   (4,000)

   Interest on note receivable

 

            366

     1,222

   Proceeds from disposal of assets

 

            116

          39

   Purchase of intangible assets and property, plant and equipment

 

           (124)

        (85)

   Net cash provided by/(used in) investing activities

 

            358

   (2,824)

   Cash flows from financing activities

 

 

 

   Issuance of convertible loan notes pursuant to Transaction B

 

       10,500

             -

   Net cash provided by financing activities

 

       10,500

             -

   Increase (decrease) in cash and cash equivalents for the year

            312

   (9,162)

   Cash and cash equivalents at beginning of year

 

       16,446

   25,608

   Cash and cash equivalents at the end of year

 

       16,758

   16,446

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2017

 

 

Share

Share

Capital

Other

Accumulated

Total

 

capital

premium

reserve

reserve

losses

equity

 

$'000

$'000

$'000

$'000

$'000

$'000

At 1 January 2016

          608

       27,139

       51,855

                 -

      (47,349)

       32,253

Comprehensive Loss for the year:

 

 

 

 

 

 

Total loss for the year

               -

                 -

                 -

                 -

        (6,627)

        (6,627)

Other comprehensive income/(loss)

               -

                 -

                 -

                 -

                 -

                 -

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

               -

                 -

                 -

                 -

        (6,627)

        (6,627)

Transaction with owners:

 

 

 

 

 

 

Share-based payment - options equity settled

               -

                 -

                 -

                 -

              10

              10

Other movements within equity

               -

                 -

                 -

                 -

              10

              10

At 1 January 2017

          608

       27,139

       51,855

                 -

      (53,966)

       25,636

Comprehensive Loss for the year:

 

 

 

 

 

 

Total loss for the year

               -

                 -

                 -

                 -

        (8,959)

        (8,959)

Other comprehensive income/(loss)

               -

                 -

                 -

                 -

                 -

                 -

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

               -

                 -

                 -

                 -

        (8,959)

        (8,959)

Transaction with owners:

 

 

 

 

 

 

Share-based payment - options equity settled

               -

                 -

                 -

                 -

              14

              14

Capital reserve transfer

               -

                 -

      (21,420)

                 -

       21,420

                 -

Equity proportion of convertible loan note

               -

                 -

                 -

         1,307

                 -

         1,307

Other movements within equity

               -

                 -

      (21,420)

         1,307

       21,434

         1,321

At 31 December 2017

          608

       27,139

       30,435

         1,307

      (41,491)

       17,998

 

 

 

 

ABRIDGED NOTES TO THE PRIMARY FINANCIAL STATEMENTS

For the twelve months ended 31 December 2017

 

1. Accounting policies

 

Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

In forming its opinion as to going concern, the Board prepares a working capital forecast based upon its assumptions. The Board also prepares a number of alternative scenarios modelling the business variables and key risks and uncertainties. Based upon these, the Board remains confident that the Group's current cash on hand and current cash flow from operations will enable the Group to fully finance its future working capital and discretionary expenditures beyond the period of 12 months of the date of this report.

The financial statements of the Group for the 12 months ended 31 December 2017 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 the European Union.

Certain prior year amounts in the Consolidated Statement of Financial Position and Consolidated Statement of Comprehensive Income have been reclassified to conform with current year presentation for the purposes of comparability.  These reclassifications include net losses on foreign currency exchange previously presented separately within continuing operations which are now presented within finance expense and other. In addition, the loss on the disposal of assets previously presented within finance expense and other has been presented separately in the current period.

 

2. Acquisition of Offshore Service Vessel-Owning Companies

 

Shareholders approved the acquisition of offshore service vessel-owning companies through two separate transactions on 8 February 2017, and the Company's shares were re-admitted to the AIM, a market operated by the London Stock Exchange, as Nautilus Marine Services PLC (LSE-AIM: "NAUT"). These two acquisitions are described below:

 

Transaction A: The Group acquired three offshore service vessels through the acquisition of vessel-owning companies from Everest Hill Group, Inc. ("Everest"), a related party, in exchange for: (i) forgiveness of $8 million of the outstanding principal amount of the Note Receivable; (ii) the amendment of the terms of the Note Receivable to reduce the interest rate from 12 per cent to 8 per cent per annum and to extend the maturity date from 15 January 2017 to 15 September 2018; and (iii) contingent additional consideration equal to the lower of $5 million or 75 per cent of the net cash inflows attributable to the three vessels for the period of eighteen months following completion of their acquisition by the Group. Part of the existing collateral under the Note Receivable, comprising Everest's and its affiliates' shareholdings in HKN, which is a substantial shareholder in the Company, will remain in place. Please see note 11 for further information on the Note Receivable.

 

For accounting purposes, this acquisition has been treated as an asset acquisition with the acquisition date fair value of $8 million in consideration issued allocated between the three offshore service vessels acquired based on independent, third-party valuations. The fair value of the consideration was determined to be the value of the forgiveness of the outstanding Note Receivable. No gain or loss was recorded on the extinguishment of the debt as a result of the proximity of the maturity date of the original loan and the extinguishment date upon acquisition and the amended note terms being at arms-length terms. In addition, the fair value of the contingent consideration related to the future net cash inflows of the three vessels was determined to be $nil as of the acquisition date and as at 31 December 2017. This Level 3 fair value was based on internal probability weighted cash projections and operating assumptions related to the three vessels (see note 14 for further information).

 

Transaction B: The Group acquired (i) a barge vessel through the acquisition of Everest Vessel Holdings, LLC from a related-party, Alan Quasha, HKN's Chairman of the Board, and (ii) eight offshore service vessels along with related offshore dive equipment through the acquisition of a vessel-owning company, Maritime Finance, LLC, owned by McLarty Capital Partners ("MCP") and Caleura Limited. As consideration, the Group issued three series of convertible loan notes: Series A Convertible Loan Notes ("Series A Loan Notes"), Series B Convertible Loan Notes ("Series B Loan Notes") and Series C Convertible Loan Notes ("Series C Loan Notes"). In addition to the acquired vessels and equipment, the Group received $10.5 million in cash. Please see note 12 for further information on the convertible loan notes.

 

For accounting purposes, this acquisition has been treated as an asset acquisition. The acquisition date fair value of $16.1 million in consideration issued consisted of $10.5 million received in cash, with the remaining $4 million allocated to the offshore service vessels and $1.6 million allocated to offshore equipment and inventory based on independent, third-party valuations. The fair value of the convertible loan notes issued as consideration was based on an independent, third-party valuation using a binomial lattice model. This Level 3 fair value was calculated with inputs such as volatility, risk-free interest rate and credit spread (see note 14 for further information).

 

3.  Notes to the Consolidated Statement of Cash Flows

 

(a) Reconciliation of loss before taxation to net cash flow used by operations

 

 

 

2017

2016

 

$'000

$'000

Continuing operations

 

 

Loss before tax

(8,767)

    (6,283)

Adjustments for:

 

 

Depreciation of property, plant & equipment

      1,843

113

Amortisation of intangible assets

15

                -

Gain on derivative financial instruments

       (543)

                -

(Gain)/loss on sale of assets

      (100)

                1

Impairment (reversal)/charge

    (3,968)

            703

Inventory obsolescense provision and write downs

        380

              -

Provision for uncollectible accounts

             -

                4

Share based expense

           14

              10

Finance income

     (366)

     (1,222)

Interest and accretion expense on convertible loan notes

      1,756

               -

Unwinding of discount on decommissioning provision

          219

            172

Operating cash flow before movements in working capital

  (9,517)

     (6,502)

 

 

 

Decrease/(increase) in inventories

           36

           (13)

Decrease/(increase) in trade and other receivables

           28

           (44)

(Decrease)/increase in trade and other payables

       (876)

            438

Cash used in continuing operations

 (10,329)

      (6,121)

Discontinued operations

 

 

Loss before tax

        (13)

        (147)

Adjustments for:

 

 

Provision for uncollectible accounts

             1

            131

Operating cash flow before movements in working capital

        (12)

          (16)

Increase in trade and other receivables

             -

            (5)

(Decrease)/increase in trade and other payables

          (2)

                5

Cash used in discontinued operations

        (14)

          (16)

Cash used by operations

 (10,343)

     (6,137)

 

 

 

 (b) Significant non-cash transactions

 

During the year ended 31 December 2017, the Group acquired property, plant and equipment comprised of offshore service vessels and dive and operating equipment valued at $13.3 million and inventory valued at $303 thousand through the forgiveness of $8 million of the outstanding principal amount of the Note Receivable and issuance of convertible loan notes (see note 2 for additional information).

 

 

 

(c) Reconciliation of liabilities arising from financing activities

 

 

 

Non-cash changes

 

 

 

Cash
flows

Acquisition

Foreign exchange movement

Fair value changes

Interest Payable

Accretion

 

 

2016

$'000

$'000

$'000

 '$'000

 '$'000

 '$'000

2017

Convertible loan notes

                 -

          10,500

            3,553

                   -

                 -

      1,663

              93

       15,809

Derivative liabilities

                 -

                   -

               780

                 25

           (543)

              -

                 -

            262

Total liabilities from financing activities

                 -

          10,500

            4,333

                 25

           (543)

      1,663

              93

       16,071

 

 

 

 

 

 

 

 

 

 

The Group had no liabilities arising from financing activities as at 31 December 2015 or during the year ended 31 December 2016.

 

4. Loss per Share              

 

Basic loss per share amounts are calculated by dividing loss for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding for the period.

 

Diluted loss per share amounts are calculated by adjusting the loss attributable to ordinary equity holders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, comprised of those related to convertible loan notes and share options. The convertible loan notes are assumed to have been converted into ordinary shares and the net loss is adjusted to eliminate the related finance costs, including interest and accretion, and any gain or loss recognized on the derivative financial liability related to the convertible loan notes. 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.

 

The following table reflects the loss and share data used in the basic and diluted loss per share calculations:

 

(Figures in thousands except for share and per share information which is disclosed in $)

 

 

2017

2016

 

$´000

$´000

Loss from continuing operations after taxation

                  (8,946)

                        (6,480)

Loss from discontinued operations after taxation

                        (13)

                           (147)

Net loss attributable to equity holders

                  (8,959)

                        (6,627)

Loss per share for continuing operations

 

 

- Basic and diluted

$     (0.25)

$     (0.18)

Loss per share for discontinued operations

 

 

- Basic and diluted

$     (0.00)

$     (0.00)

Total loss per share

 

 

- Basic and diluted

$     (0.25)

$     (0.18)

 

 

 

Basic weighted average number of shares

           36,112,187

                 36,112,187

   Dilutive potential ordinary shares:

 

 

   Employee and Director share option plans

                            -

                                  -

   Shares on conversion of loan notes

                            -

                                  -

Diluted weighted average number of shares

               36,112,187

                    36,112,187

 

 

 

 

Where a loss has occurred, basic and diluted loss per share are the same because the following potentially dilutive shares were considered to be anti-dilutive due to the loss arising in the period:

 

 

 

2017

2016

   Employee and Director share option plans

                 2,350,000

                      3,989,364

   Shares on conversion of loan notes

               25,802,596

                                     -

 

5. Operating loss from continuing operations

 

Loss from continuing operations is stated after charging:

 

2017

2016

 

$'000

$'000

 

 

      1,843

       113

            15

            -

       (100)

           1

      3,694

       489

      4,515

    2,829

         409

       297

      1,412

    2,986

    (3,968)

       703

Total cost of sales, administrative and other operating costs

         7,820

       7,418

 

1 Other administrative costs in 2017 and 2016 include $329 thousand and $1.04 million, respectively, related to due diligence and advisory costs related to the transaction (see note 2).

During the year, the Group obtained the following services from the Group's auditors at costs as detailed below:

Analysis of auditors' remuneration

 

2017

2016

 

$'000

$'000

Group Auditors 1

 

 

Audit Services

 

 

  Statutory audit

           98

           71

           22

           13

Non-audit Services

 

 

             7

          129

         122

              5

Other Auditors

 

 

   Prior year statutory audit

              7

              -

            12

            12

            52

              -

           89

           67

Total auditors' remuneration

          409

          297

 

 

1 The Group had a change in Group auditor for fiscal year 2017. The Group auditor for 2017 and 2016 was BDO LLP and RSM UK Audit LLP, respectively.

2 See note 2 for additional information regarding the transaction.

 

 

6. Employee costs

 

Group employee costs (including Executive Directors) during the year amounted to:

 

 

2017

2016

 

$'000

$'000

Wages and salaries

       3,776

       2,382

Social security costs and other payroll taxes

          251

          199

Insurance and other benefits

          319

          179

Company contributions to defined contribution plan

          155

            59

Share-based payments - options - equity settled

            14

            10

Total employee costs

       4,515

       2,829

 

 

 

The average number of Group employees (including Executive Directors) was:

 

 

 

 

2017

2016

Technical and operations

              7

7

Management and administrative

            15

13

Total Group employees

            22

20

 

The employee costs and number of employees above do not include contract and casual labour in field operations which are charged directly to operating expense as incurred. These employees are not on the Group's payroll and are contracted through third parties.

Directors' remuneration

 

 

 

 

 

 

 

Total

Total

 

Salary

 

Benefits

Bonus

Fees

2017

2016

 

$'000

 

$'000

$'000

$'000

$'000

$'000

Executives

 

 

 

 

 

 

 

Mikel Faulkner

          395

2

          60

         196

              -

         651

          246

Non-executives   1

 

 

 

 

 

 

 

Alan Henderson

              -

 

             -

              -

           80

            80

            74

David Quint

              -

 

             -

              -

           80

            80

            74

Zac Phillips

              -

 

             -

              -

           80

            80

            74

Total

         395

 

          60

         196

         240

          891

          468

 

 

1 The non-executive fees were paid in Pounds Sterling of the amount £60 thousand each (2016: £47.5 thousand).

2 This included 2016 salary of $75 thousand contingent on the completion of the transaction in 2017 to acquire offshore service assets.

 

Compensation paid to key management personnel, comprising of the Executive Directors such as the Chairman, Managing Director and Finance Director, and the Non-executive Directors:

 

2017

2016

 

$'000

$'000

Non-executive Director fees

          240

          222

Compensation and benefits paid to key management personnel:

 

 

  Compensation paid

       1,363

          837

  Performance bonuses

          270

            13

  Health and life insurances

           72

            30

  Company contributions to defined contribution plan

            66

              -

  Company contributions to payroll taxation

            61

            48

  Other benefits

            47

              -

Share-based payments - options - equity-settled

            12

              9

Total

       2,131

       1,159

 

At 31 December 2017, there were no amounts due to or from key management personnel (2016: nil).

7. Cost of sales

 

A reconciliation of cost of sales by nature is as follows:

 

 

2017

2016

 

 

$´000

$´000

 

 

 

 

Operating expenses  1

       3,694

          489

Depreciation and amortization

       1,858

          113

Total cost of sales

       5,552

          602

 

 

1 Of the current year increase, $2.8 million is due to operating cost incurred following acquisition of the offshore services segment in 2017 (see note 2 for additional information).

 

 

 

8. Finance income and other

 

 

2017

2016

 

$'000

$'000

Income on note receivable and others  1

          334

       1,242

Unrealized gain on derivative financial liabilities  2

          543

              -

Total finance income and other

          877

       1,242

 

 

1 The decrease in the current year is mainly related to the decrease in the principal balance from $12 million to $4 million in connection with the transaction in 2017 (see note 2).

2 The increase in the current year is a result of the convertible loan notes issued in connection with the transaction (see note 2).

 

 

9. Finance expense and other

 

2017

2016

 

 $'000

 $'000

Unwinding of discount on decommissioning provision

          219

    172

Accretion expense on convertible loan notes  1

            93

         -

Interest payable on convertible loan notes  1

       1,663

         -

Net loss on foreign currency exchange

            99

    113

Total finance and other expenses

       2,074

    285

 

 

 

 

 

1 The increase in the current year is a result of the convertible loan notes issued in connection with the transaction (see note 2).

 

 

10. Property, plant and equipment

 

 

 

 

Offshore

 

 

 

 

 

 

equipment

 

 

Office

 

 

 

and site

 

Facilities and

equipment

 

 

Vessels

improvements

Oil properties

pipelines

and other

Total

 

$'000

$'000

$'000

$'000

 '$'000

$'000

Cost

 

 

 

 

 

 

At 1 January 2016

                   -

                   -

          44,561

            2,956

            949

       48,466

Additions

                   -

                   -

                   -

                   -

              34

              34

Disposals

                   -

                   -

                   -

                   -

           (116)

           (116)

Change in decommissioning and environmental provision

                   -

                   -

               703

                   -

                 -

            703

At 31 December 2016

                   -

                   -

          45,264

            2,956

            867

       49,087

Additions

          12,025

            1,359

                   -

                   -

              78

       13,462

Disposals

                   -

               (18)

                   -

                   -

           (400)

           (418)

Change in decommissioning and environmental provision

                   -

                   -

             (163)

                   -

                 -

           (163)

At 31 December 2017

          12,025

            1,341

          45,101

            2,956

            545

       61,968

Depreciation:

 

 

 

 

 

 

At 1 January 2016

                   -

                   -

        (44,561)

          (2,956)

           (804)

      (48,321)

Provided during the year

                   -

                   -

                   -

                   -

           (113)

           (113)

Reclassification of intangible assets

                   -

                   -

                   -

                   -

              71

              71

Impairment charge

                   -

                   -

             (703)

                   -

                 -

           (703)

At 31 December 2016

                   -

                   -

        (45,264)

          (2,956)

           (846)

      (49,066)

Provided during the year

          (1,512)

             (300)

                   -

                   -

             (31)

        (1,843)

Disposals

                   -

                   4

                   -

                   -

            396

            400

Impairment (charge)/reversal

               (53)

                   -

            4,021

                   -

                 -

         3,968

At 31 December 2017

          (1,565)

             (296)

        (41,243)

          (2,956)

           (481)

      (46,541)

Net book value at 31 December 2017

          10,460

            1,045

            3,858

                   -

              64

       15,427

Net book value at 31 December 2016

                   -

                   -

                   -

                   -

              21

              21

Net book value at 1 January 2016

                   -

                   -

                   -

                   -

            145

            145

 

 

As a result of the February 2017 asset acquisitions, the Group acquired 11 offshore service vessels, one barge vessel, and related offshore equipment. Three of the acquired offshore service vessels were sold as scrap prior to delivery to the Group's dock facility and certain offshore equipment was sold during the period.  These disposals resulted in a gain on disposal of assets of $100 thousand for the year ended 31 December 2017.

The Group performed its annual impairment assessment as at 31 December 2017. For the purposes of assessing impairment for the vessels, the Group obtained an independent, third-party valuation to determine the fair value of each vessel at 31 December 2017. As a result, the Group recognized an impairment charge of $53 thousand related to the offshore service vessels as a result of decreased current market valuations. The Group did not identify any factors that would indicate the value of its offshore service equipment may be impaired since the acquisition date measurement in February 2017 (see note 2 for additional information).

 

As the Group's oil and gas segment was fully impaired as at 31 December 2016, the Group considered market conditions and recent oil price trends, among other factors, when reviewing for indicators of any impairment reversal.  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 2017 of $66.87 per bbl (2016: $56.82 per bbl), with historical pricing discounts and historical operating costs.  The pre-tax discount rate applied to the cash flow projections is 10 per cent (2016: 10 per cent). 

 

As at 31 December 2017, the Group's recognized a net impairment reversal of $4 million. This comprised of an impairment reversal of $4.1 million related to the Bolivar area based upon the reserve report valuation of the discounted cash flows for the contingent reserves within this contract.  However, the Bocachico area remained uneconomic at the increased current year pricing. As a result, an impairment charge of $57 thousand was recognized due to increases in the decommissioning and environmental provisions during 2017.

 

As at 31 December 2016, the Group's Bolivar and Bocachico area oil assets were fully impaired as a result of continued low oil prices of $56.82 per bbl which caused the oil reserves within the Bolivar and Boacachico contract areas to continue to be uneconomic at 31 December 2016. As a result, the Group recognized impairment charges of $314 thousand and $389 thousand in impairment charges for the Bolivar area and the Bocachico area, respectively, due to increases in the decommissioning and environmental provisions during 2016.

 

11. Note receivable

 

 

2017

2016

 

$'000

$'000

Note receivable

       4,000

     12,000

Accrued interest receivable

            13

            60

Total note receivable and accrued interest as at 31 December

       4,013

     12,060

Cash received for interest income

          366

       1,182

Cash received for commission

              -

            40

 

 

 

 

 

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 22,567,016 shares of the Group, representing 62.49 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 the Group and HKN.  The Group 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 the Group a 2 per cent transaction fee of $160 thousand in September 2015 upon the closing of the Note Receivable.

 

On 29 February 2016, the Co-Lenders amended the Note Receivable (the "Amendment") with Everest.  Under the Amendment, the Group loaned an additional $2.0 million principal amount to Everest and extended the maturity date six months to 15 September 2016.  In addition, the Group was granted right of first refusal to purchase certain offshore oil service vessels owned by Everest and its affiliates. Everest paid to the Group a 2 per cent transaction fee of $40 thousand upon the closing of the Amendment.

 

On 9 September 2016, the Co-Lenders extended the maturity date of the amended Note Receivable by thirty days to 15 October 2016. On 14 October 2016, the Co-Lenders extended the maturity date thirty days from 15 October 2016 to 15 November 2016. On 28 October 2016, the Group acquired HKN's rights of their outstanding principal amount of $2.0 million in respect of the Note Receivable and as a result the Group is now the sole lender of the Note Receivable with collateral remaining in place and securing the obligation. On 14 November 2016, the Group extended the maturity date to 15 January 2017. The Note Receivable continues to be subject to an interest charge of 12 per cent per annum, payable monthly in arrears.

 

The Note Receivable was further amended on 8 February 2017 as a result of the completion of Transaction A (as disclosed in note 2). As a result, the principal balance of the note decreased from $12 million to $4 million and the maturity date was extended from 15 January 2017 to 15 September 2018. In addition, interest was amended from payable monthly in arrears at 12 per cent per annum to payable quarterly in arrears at 8 per cent per annum. Part of the existing collateral under the Note Receivable, comprised of Everest's and its affiliates' shareholdings in HKN, which is a substantial shareholder in the Company, remains in place.

 

 

12. Convertible Loan Notes and Interest Payable

 

As a result of the completion of Transaction B on 8 February 2017 (as disclosed in note 2), the Group issued three series of convertible loan notes in exchange for $10.5 million in cash and vessels, equipment and inventory with a fair market value of $5.6 million. All three series have been issued and all consideration has been received by the Group as at 31 December 2017.

 

A summary of the terms of the convertible loan notes are as follows:

 

 

Convertible Loan Note

Term:

 

Series A

 

Series B

 

Series C

 

 

 

 

 

 

 

Principal Amount:

$10.5 million

 

$6.1 million

 

$15.0 million

 

 

 

 

 

 

 

Maturity Date:

 

1 January 2027 (unless converted to Ordinary Shares before then).
Payments on maturity are to be settled in cash.

 

1 January 2029 (unless converted to Ordinary Shares before then). Payments on maturity are to be settled in cash or satisfied in whole or in part by the issue of Ordinary Shares at the option of the Company.

 

1 January 2032 (unless converted to Ordinary Shares before then). Payments on maturity are to be settled in cash or satisfied in whole or in part by the issue of Ordinary Shares at the option of the Company.

 

 

 

 

 

 

 

Interest:

 

Non-compounding interest will be payable upon maturity or conversion (calculated on a 360-day calendar year) at 8 per cent.

 

Non-compounding interest will be payable upon maturity or conversion (calculated on a 360-day calendar year) at 6 per cent, payable in cash or satisfied by the issue of Ordinary Shares at the option of the Company.

 

Non-compounding interest will be payable upon maturity or conversion (calculated on a 360-day calendar year) at 6 per cent, payable in cash or satisfied by the issue of Ordinary Shares at the option of the Company.

 

 

 

 

 

 

 

Conversion Price:

The outstanding principal amount will be convertible into Ordinary Shares at 50 pence per share, subject to adjustment in certain circumstances.

 

The outstanding principal amount will be convertible into Ordinary Shares at 160 pence per share, subject to adjustment in certain circumstances.

 

The outstanding principal amount will be convertible into Ordinary Shares at 225 pence per share, subject to adjustment in certain circumstances.

 

 

A holder of convertible loan notes may convert any portion of the outstanding principal amount and (in the case of the Series B Loan Notes and Series C Loan Notes only) any unpaid and accrued interest of the convertible loan notes into Ordinary Shares at the applicable conversion price at any time following thirty days from the issue of the relevant convertible loan notes with a 20-day notice to the Company. All three series of convertible loan notes contain both a fixed exchange rate of $1.22:£1 and the right for the Company to force conversion if the Company's average share price equals or exceeds 110 per cent of the conversion price for a period of ten consecutive business days. Furthermore, the Company may redeem each issue of convertible loan notes any time after issuance at their nominal value with a 10-day notice to the note holder. For the Series B Loan Notes and Series C Loan Notes only, any amounts not previously converted into shares at maturity will be repaid in cash or by the issuance of shares at a price equal to the higher of (i) the conversion price and (ii) 110 per cent of the average closing price of the Company's shares for ten consecutive business days, at the option of the Company. As a result, the Series B Loan Notes and Series C Loan Notes failed the 'fixed for fixed' classification under IAS 32.

 

The Group determined the convertible loan notes issued to be compound financial liabilities. The Group classified the conversion features of the Series A Loan Notes as equity due to the fixed settlement terms. Accordingly, the proceeds received on issuance were allocated into their liability and equity components. The Group classified the conversion features of the Series B Loan Notes and Series C Loan Notes as derivative financial liabilities. Accordingly, the proceeds received on issuance were allocated into their host debt liability and embedded derivative components. The following table details the movements of the convertible loan note issuances during the period:

 

 

 

2017

 

 

$´000

Balance at 31 December 2016

                               -  

Issuance of convertible loan notes

                      16,140

Proportion classified as equity

                      (1,307)

Proportion classified as derivative financial liabilities

                         (780)

Interest payable

                        1,663

Accretion expense

                             93

 

 

 

Convertible loan notes and accrued interest

                      15,809

 

 

 

13. Decommissioning and environmental provisions

 

 

 

 

2017

2016

Long-term provisions

$'000

$'000

Decommissioning liability at start of year, non-current1

       2,161

       2,005

Unwinding of discount

          219

          172

Reclassification from (to) short-term provisions2

          578

       (555)

(Decrease)/increase in provision3

       (246)

          539

Decommissioning liability at end of year, non-current

       2,712

       2,161

Total long-term provision

       2,712

       2,161

 

 

 

 

2017

2016

Short-term provisions

$'000

$'000

Decommissioning liability at start of year, current1

          810

              -

Reclassification to (from) long-term provisions2

       (578)

          555

Increase in provision3

           82

          255

Decommissioning liability at end of year, current

         314

          810

Environmental provision - current, at start of year 4

         138

          184

Decrease in provision

         (91)

         (46)

Environmental provision - current, at end of year

           47

          138

Total short-term provision

         361

          948

 

 

1 The decommissioning provision represents the present value of decommissioning costs for existing assets in the Group's oil operations, which are expected to be incurred between 2018 and 2024. These provisions have been generated based on the Group's internal estimates, and where available, studies and analyses from external sources. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates are included within short-term and long-term provisions within the statement of financial position and are reviewed periodically to take into account any material changes to those assumptions.

2 During 2016, the Group made the decision to perform a portion of its remediation obligations related to the Bocachico and Bolivar Contract Areas in Colombia during the upcoming year rather than upon expiration of the contracts. This decision was made in order to take advantage of lower oilfield service pricing during depressed industry conditions in Colombia and to also reduce future environmental obligations.  This decision resulted in the reclassification from long-term to short-term provisions of $555 thousand during 2016. During 2017, the Group reassessed the scope of the discretionary projects designated as current at the Bolivar area and decided to defer a portion to be performed upon the expiration of the contracts in order to preserve cash on hand. This resulted in the reclassification from short-term to long-term provisions of $578 thousand during 2017.

3Decommissioning cost estimates increased during 2016 as a result of performing long-term obligations earlier than expected and bringing them to present value and identifying additional requirements for the final decommissioning for both Contract Areas. However, actual decommissioning costs will ultimately depend upon future market prices for the necessary decommissioning work required at the time assets are decommissioned and abandoned. Furthermore, the timing of decommissioning is likely to depend on when the fields cease to produce at economically viable rates, which in turn is dependent upon future oil and gas prices that are inherently uncertain.

4The environmental provision represents the creation of an environmental investment reserve to reflect a liability under Colombian law for certain exploration and producing contracts requiring the Group to perform additional reinvestment in the amount of 1 per cent of specified investment activity to provide for the recovery, conservation, preservation, and monitoring of the hydrographic basin of the exploration areas and obligations to perform social contract requirements. For the 1 per cent reinvestment obligation, a provision is provided and an amount equal to the provision is recognised within the cost of the respective asset and amortised on a unit of production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provisions and the associated fixed asset. Changes in estimate of other environmental and social obligations are recognised in cost of sales.

 

 

14. Financial Instruments- Fair Value Measurement

 

During 2017, the Group issued financial instruments measured at fair value. The Group has assessed the different levels in the fair value hierarchy, for its financial instruments, based on the inputs used in the valuation techniques. The following tables show the valuation techniques used in measuring level 3 fair values, as well as the significant unobservable inputs used.

 

Type

Level

Measurement

Valuation technique

Significant unobservable inputs

 

 

 

 

 

3

Recurring

3

Recurring

 

 

During the year ended 31 December 2017, a gain of $543 thousand was recognised on the revaluation of the derivative financial liabilities within finance income and other in the Consolidated Statement of Comprehensive Income. The contingent consideration relates to the acquisition of offshore service vessel-owning companies as a result of the completion of Transaction B (as disclosed in note 2). The fair value of the contingent consideration related to the future net cash inflows of the three vessels was determined to be $nil at acquisition and as at 31 December 2017. Changes to the Group's key assumptions regarding the projected net cash inflows generated by the vessels and the expected timing of potential revenues could impact the fair value of the contingent consideration, which will be assessed at each reporting period for the duration of the 18-month contingency measurement period.

 

15. Related party disclosures

 

HKN, Everest, and its parties in concert are major shareholders of the Company. During 2017, the Group completed the acquisition of offshore service vessel-owning companies through two separate transactions from Everest and other related parties (see note 2 for additional information). As part of the transactions, the Group amended its outstanding Note Receivable with Everest (see note 11 for additional information).

 

The Group entered into a Shared Services Agreement with HKN during 2015 to allow employees to provide or cause to be provided certain contract services, as needed.  The Group paid $32 thousand to HKN for contract services for due diligence purposes during the year ended 31 December 2016. No payments were made for services during 2017. 

 

In addition, during the year ended 31 December 2017, the Group purchased an automobile for $35 thousand and $8 thousand in furniture and computer equipment from HKN. During the prior year period, the Group purchased $22 thousand in furniture and computer equipment from HKN and also sold $39 thousand in furniture and computer equipment to HKN, resulting in a loss on the disposal of assets of $1 thousand.

 

The Group entered into agreements with Oil and Advisors LTD, in which Zac Phillips, a non-executive director, performed independent consulting services. The Group paid $17 thousand and $19 thousand for contract services during the year ended 31 December 2017 and 2016, respectively.

 

16. Post reporting date events

 

After the reporting date, the Group closed on the sale of two of its offshore service vessels and certain offshore equipment for proceeds of $665 thousand. These disposals resulted in a gain on disposal of assets of $541 thousand.

 

 

 

 


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

a d v e r t i s e m e n t