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Loss for the year (5,918 ) (23,283)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Unrealised currency translation differences (987) (11,521)
Other comprehensive loss (987) (11,521)
Total comprehensive loss for the year (6,905) (34,804)
Attributable to:
Owners of the Company (6,899) (34,782)
Non-controlling interest (6) (22)
(6,905) (34,804)
Consolidated Balance Sheet
As at 31 December 2016
Notes 2016 $’000 2015 $’000
ASSETS
Non-current assets
Intangible exploration and evaluation assets 14 2,354 2,700
Property, plant and equipment 15 1,312 1,661
Investments in joint ventures 17 2,323 2,181
5,989 6,542
Current assets
Inventories 18 1,879 3,503
Trade and other receivables 19 4,146 14,411
Cash and cash equivalents 20 43,300 49,407
49,325 67,321
Total assets 55,314 73,863
LIABILITIES
Non-current liabilities
Deferred tax liabilities 21 - -
Provisions 24 (670) (726)
( 670 ) (726)
Current liabilities
Short-term borrowings 22 (3,574) (12,903)
Trade and other payables 23 (1,640) (3,682)
Provisions 24 (1,306) (1,523)
(6,520) (18,108)
Total liabilities (7,190) (18,834)
NET ASSETS 48,124 55,029
EQUITY
Share capital 25 13,337 13,337
Retained earnings 194,427 200,339
Cumulative translation reserves (161,499) (160,512)
Other reserves 1,589 1,589
Equity attributable to owners of the Company 47,854 54,753
Non-controlling interest 270 276
TOTAL EQUITY 48, 124 55,029
The consolidated financial statements of Cadogan Petroleum plc, registered in
England and Wales no. 05718406, were approved by the Board of Directors and
authorised for issue on 27 April 2017. They were signed on its behalf by:
Guido Michelotti
Chief Executive Officer
27 April 2017
The notes on pages 62 to 93 form an integral part of these financial
statements.
Consolidated Cash Flow Statement
For the year ended 31 December 2016
2016 $’000 2015 $’000
Operating loss (4,820) (19,736)
Adjustments for:
Depreciation of property, plant and equipment 138 434
Impairment of oil and gas assets 90 10,480
Share of losses in joint ventures Impairment of receivables 143 59 12,844 -
Impairment of inventories (note 8) 92 90
Reversal of impairment of VAT recoverable (note 8) (69) (1,390)
Loss on disposal of property, plant and equipment 13 24
Effect of foreign exchange rate changes (38) (3,827)
Operating cash flows before movements in working capital ( 4,391 ) (1,081)
Decrease in inventories 1,047 1,258
Decrease in receivables 9,321 4,871
Decrease in payables and provisions (2,014) (1,429)
Cash from operations 3,9 63 3,619
Interest paid (1,591) (2,379)
Interest on receivables received 230 -
Income taxes paid (8) -
Net cash inflow from operating activities 2, 594 1,240
Investing activities
Investments in joint ventures (2,337) (700)
Purchases of property, plant and equipment (119) (261)
Purchases of intangible exploration and evaluation assets (39) (281)
Proceeds from sale of property, plant and equipment 29 5
Net cash inflow from acquisition of subsidiaries 2,041 -
Interest received 156 118
Net cash used in investing activities (269) (1,119)
Financing activities
Proceeds from short-term borrowings 1,908 13,187
Repayments of short-term borrowings (10,232) (12,225)
Net cash used in financing activities (8,324) 962
Net (decrease)/increase in cash and cash equivalents ( 5,999 ) 1,083
Effect of foreign exchange rate changes (108) (603)
Cash and cash equivalents at beginning of year 49,407 48,927
Cash and cash equivalents at end of year 43,300 49,407
Consolidated Statement of Changes in Equity
For the year ended 31 December 2016
Share capital $’000 Retained earnings $’000 Cumulative translation reserves $’000 Non-controlling interest $’000 Total $’000
Reorgani-sation $’000 Equity attributable to owners of the Company
As at 1 January 2015 13,337 223,600 (148,991) 1,589 89,535 298 89,833
Net loss for the year - (23,261) - - (23,261) (22) (23,283)
Other comprehensive loss - - (11,521) - (11,521) - (11,521)
Total comprehensive loss for the year - (23,261) (11,521) - (34,782) (22) (34,804)
As at 1 January 2016 13,337 200,339 (160,512) 1,589 54,753 276 55,029
Net loss for the year - (5,912) - - (5,912) (6) (5,918)
Other comprehensive loss - - (987) - (987) (987)
Total comprehensive loss for the year - (5,912) (987) - (6,899) (6) (6,905)
As at 31 December 2016 13,337 194,427 (161,499) 1,589 47,854 270 48,124
Notes to the Consolidated Financial Statements
For the year ended 31 December 2016
1. General information
Cadogan Petroleum plc (the “Company”, together with its subsidiaries the
“Group”), is registered in England and Wales under the Companies Act 2006.
The address of the registered office is 6th Floor, 60 Gracechurch Street,
London EC3V 0HR. The nature of the Group’s operations and its principal
activities are set out in the Operations Review on pages 9 to 10 and the
Financial Review on pages 11 to 12.
2. Adoption of new and revised Standards
The accounting policies applied are consistent with those adopted and
disclosed in the Group financial statements for the year ended 31 December
2015, except for changes arising from the adoption of the following new
accounting pronouncements which became effective in the current reporting
period:
* Amendments to IFRS 11 Accounting for Acquisitions of Interest in Joint
Operations. The amendments to IFRS 11 provide guidance on how to account for
the acquisition of an interest in a joint operation in which the activities
constitute a business as defined in IFRS 3 Business
* Combination and state that the relevant principles on accounting for
business combinations in IFRS 3 and other standards should be applied. The
same requirements should be applied to the formation of a joint operation if
and only if an existing business is contributed to the joint operation by one
of the parties that participate in the joint venture. A joint operator is also
required to disclose the relevant information required by IFRS 3 and other
standards for business combinations. Entities should apply the amendments
prospectively to acquisitions of interest in joint operations occurring from
the beginning of annual periods beginning on or after 1 January 2016
* The Group has determined that amendments to IFRS 11 do not impact its
consolidated financial statements as it does not have any arrangements
considered joint operations
* Amendments to IAS 1 Presentation of Financial Statements: Disclosure.
Initiative provides guidance on the use of judgement in presenting financial
statement information, including: the application of materiality; order of
notes; use of subtotals; accounting policy referencing and disaggregation of
financial and non-financial information. Amendments are effective for annual
periods beginning on or after 1 January 2016
The Group has determined that amendments to IAS 1 do not impact its
consolidated financial statements.
New IFRS accounting standards, amendments and interpretations not yet adopted
The following new IFRS accounting standards in issue but not yet effective
could have a significant impact on the Group:
IFRS 15 Revenue from Contracts with Customers
IFRS 15 will replace IAS 18 Revenue and IAS 11 Construction Contracts and
establishes a unified framework for determining the timing, measurement and
recognition of revenue. The principle of the new standard is to recognise
revenue as performance obligations are met rather than based on the transfer
of risks and rewards.
The effective date of the standard has been deferred to 1 January 2018 to
allow companies more time to deal with transitional issues of application.
The Group is currently reviewing the potential impact of adopting IFRS 15 with
the primary focus being understanding those sales contracts where the timing
and amount of revenue recognised could differ under IFRS 15, which may occur
for example if contracts with customers incorporate performance obligations
not currently recognised separately, or where such contracts incorporate
variable consideration.
As the Group’s revenue is predominantly derived from arrangements in which
the transfer of risks and rewards coincides with the fulfilment of performance
obligations, the timing and amount of revenue recognised is unlikely to be
materially affected for the majority of sales.
IFRS 15 also includes disclosure requirements including qualitative and
quantitative information about contracts with customers to help users of the
financial statements understand the nature, amount, timing and uncertainty of
revenue.
In addition to the potential accounting implications outlined above, the
implementation of IFRS 15 is expected to impact the Group’s systems,
processes and controls. The Group will start developing a transition plan to
identify and implement the required changes during 2017.
IFRS 9 Financial Instruments
IFRS 9 will replace IAS 39 Financial Instruments: Recognition and Measurement
and addresses the following three key areas:
* Classification and measurement establishes a single, principles-based
approach for the classification of financial assets, which is driven by cash
flow characteristics and the business model in which an asset is held. This is
expected to have a number of presentational impacts on the Group financial
statements including changes in the presentation of gains and losses on
financial assets and liabilities carried at fair value on the balance sheet
* Impairment introduces a new ‘expected credit loss’ impairment model,
requiring expected credit losses to be recognised from when financial
instruments are first recognised. The transition to this model is expected to
result in changes in the systems and computational methods used by the Group
to assess receivables and similar assets for impairment. However, given the
profile of the Group’s counterparty exposures, this is not expected to have
a material impact on the amounts recorded in the financial statements
* Hedge Accounting aligns the accounting treatment with risk management
practices of an entity, including making a broader range of exposures eligible
for hedge accounting and introducing a more principles-based approach to
assessing hedge effectiveness. The adoption of IFRS 9 will not require changes
to existing hedging arrangements but may provide scope to apply hedge
accounting to a broader range of transactions in the future
IFRS 9 is effective for annual reporting periods beginning on or after 1
January 2018.
The Group’s implementation activities to date have principally focused on
gaining a high level understanding of the likely effects of IFRS 9 given the
nature of financial instruments held by the Group. A more detailed impact
analysis and transition activities will be undertaken during 2017.
IFRS 16 Leases
IFRS 16 replaces the following standards and interpretations: IAS 17 Leases
and IFRIC 4 Determining whether an Arrangement contains a Lease. The new
standard provides a single lessee accounting model for the recognition,
measurement, presentation and disclosure of leases. IFRS 16 applies to all
leases including subleases and requires lessees to recognise assets and
liabilities for all leases, unless the lease term is 12 months or less, or the
underlying asset has a low value. Lessors continue to classify leases as
operating or finance.
IFRS 16 was issued in January 2016 and applies to annual reporting periods
beginning on or after 1 January 2019. The Group will evaluate the potential
impact of IFRS 16 on the financial statements and performance measures. This
will include an assessment of whether any arrangements the Group enters into
will be considered a lease under IFRS 16.
Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Joint
Ventures
Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture remove an inconsistency between the two standards on the accounting
treatment for gains and losses arising on the sale or contribution of assets
by an investor to its associate or joint venture. Following the amendment,
such gains and losses may only be recognised to the extent of the unrelated
investor’s interest, except where the transaction involves assets that
constitute a business. The Group does not expect it to have a material impact
on its consolidated financial statements.
Amendments to IFRS 2 Share-based payment
Classification and Measurement of Share-Based Payment transactions. On 20 June
2016, the International Accounting Standards Board (IASB) published final
amendments to IFRS 2 that clarify the classification and measurement of
share-based payment transactions. IASB has now added guidance on accounting
for cash-settled share-based payment transactions that include a performance
condition, classification of share-based payment transactions with net
settlement features and accounting for modifications of share-based payment
transactions from cash-settled to equity-settled. Amendments are effective for
annual periods beginning on or after 1 January 2018.
The Group does not expect it to have a material impact on its consolidated
financial statements.
3. Significant accounting policies
(a) Basis of accounting
The financial statements have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (“IASB”) and as adopted by the European Union
(“EU”), and therefore the Group financial statements comply with Article 4
of the EU IAS Regulation.
The financial statements have been prepared on the historical cost convention
basis, except for financial assets and liabilities, which have been measured
at fair values and using accounting policies consistent with IFRS.
The principal accounting policies adopted are set out below:
(b) Going concern
The Group's business activities, together with the factors likely to affect
future development, performance and position are set out in the Strategic
Report on pages 4 to 19. The financial position of the Group, its cash flow
and liquidity position are described in the Financial Review on pages 11 to
12.
The Group’s cash balance at 31 December 2016 was $43.3 million (2015: $49.4
million). It includes restricted cash of $10.9 million (2015: $20 million)
(Note 20). The Directors believe that the funds available at the date of the
issue of these financial statements are sufficient for the Group to manage its
business risks and planned investments successfully.
The directors’ confirmation that they have carried out a robust assessment
of the principal risks facing the Group, including those that could
potentially threaten its business model, future performance, solvency or
liquidity is on page 13.
The Group’s forecasts and projections, taking into account reasonably
possible changes in trading activities, operational performance, start dates
and flow rates for commercial production and the price of hydrocarbons sold to
Ukrainian customers, show that there are reasonable expectations that the
Group will be able to operate on funds currently held and those generated
internally, for the foreseeable future.
The Group continues to pursue its farm-out campaign, which, if successful,
will enable it to farm-out a portion of its interests in its oil and gas
licences to spread the risks associated with further exploration and
development.
After making enquiries and considering the uncertainties described above, the
Directors have a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable
future and consider the going concern basis of accounting to be appropriate
and, thus, they continue to adopt the going concern basis of accounting in
preparing the annual financial statements. In making its statement the
Directors have considered the recent political and economic situation in
Ukraine, as described further in the note 4 (d).
(c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. IFRS 10 defines control to be investor control over
an investee when it is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to control those returns
through its power over the investee.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring accounting policies used into line with those used by the Group. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Non-controlling interests in subsidiaries are identified separately from the
Group’s equity therein. Those interests of non-controlling shareholders that
are present ownership interests entitling their holders to a proportionate
share of net assets upon liquidation may be initially measured at fair value
or at the non-controlling interests’ proportionate share of the fair value
of the acquiree’s identifiable net assets. The choice of measurement is made
on an acquisition-by-acquisition basis. Other non-controlling interests are
initially measured at fair value.
Subsequent to acquisition, the carrying amount of non-controlling interests is
the amount of those interests at initial recognition plus the non-controlling
interests’ share of subsequent changes in equity. Total comprehensive income
is attributed to non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
Changes in the Group’s interests in subsidiaries that do not result in a
loss of control are accounted for as equity transactions. The carrying amount
of the Group’s interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to the owners of the Company.
(d) Change in accounting policy
The functional currency of the Company and of another UK holding company,
Cadogan Petroleum Holdings Limited, which is the currency of the primary
economic environment in which the entities operates, has been changed from
sterling to US dollars with effect from 1 January 2016. This has been done due
to the fact that the UK is no longer considered to be a primary economic
environment for the Group and its UK holding companies.
The change of the functional currency has been accounted for prospectively
from the date of the change. Assets and liabilities were translated using the
exchange rate at the date of the change. The difference between the historical
carrying values of non-monetary assets and liabilities and the new translated
values were recorded to the cumulative translation reserve.
(e) Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method.
The cost of the acquisition is measured at the aggregate of the fair values,
at the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss as incurred. The
acquiree’s identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 Business Combinations are
recognised at their fair value at the acquisition date, except for non-current
assets (or disposal groups) that are classified as held for resale in
accordance with IFRS 5 Non-Current Assets held for sale and Discontinued
Operations. These are recognised and measured at fair value less costs to
sell.
(f) Investments in joint ventures
A joint venture is a joint arrangement whereby the parties that have joint
control of the arrangement have rights to the net assets of the arrangement. A
joint venture firm recognises its interest in a joint venture as an investment
and shall account for that investment using the equity method in accordance
with IAS 28 (http://www.iasplus.com/en/standards/ias/ias28-2011) Investments
in Associates and Joint Ventures.
Under the equity method, the investment is carried on the balance sheet at
cost plus changes in the Group’s share of net assets of the entity, less
distributions received and less any impairment in value of the investment. The
Group Consolidated Income Statement reflects the Group’s share of the
results after tax of the equity-accounted entity, adjusted to account for
depreciation, amortisation and any impairment of the equity accounted
entity’s assets. The Group Statement of Comprehensive Income includes the
Group’s share of the equity-accounted entity’s other comprehensive income.
Financial statements of equity-accounted entities are prepared for the same
reporting year as the Group. The Group assesses investments in
equity-accounted entities for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. If any
such indication of impairment exists, the carrying amount of the investment is
compared with its recoverable amount, being the higher of its fair value less
costs of disposal and value in use. If the carrying amount exceeds the
recoverable amount, the investment is written down to its recoverable amount.
The Group ceases to use the equity method of accounting from the date on which
it no longer has joint control over the joint venture or significant influence
over the associate, or when the interest becomes classified as an asset held
for sale.
(f) Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for hydrocarbon products and
services provided in the normal course of business, net of discounts, value
added tax (‘VAT’) and other sales-related taxes. Sales of hydrocarbons are
recognised when the title has passed. Revenue from services is recognised in
the accounting period in which services are rendered. The main types of
services provided by the Group are drilling and civil works services.
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset’s net carrying amount on initial
recognition.
To the extent that revenue arises from test production during an evaluation
programme, an amount is charged from evaluation costs to cost of sales, so as
to reflect a zero net margin.
(g) Foreign currencies
The vast majority of the Group’s earnings and costs are linked to US dollars
or US dollar linked currencies. The investing activity of the Company is being
conducted in US dollars and the majority of the Group’s funds are currently
denominated in US dollars. The Group primary operating environment is outside
UK and UK subsidiaries remain registered in UK only due to listing.
In preparing the financial statements of the individual companies,
transactions in currencies other than the functional currency of each Group
company (‘foreign currencies’) are recorded in the functional currency at
the rates of exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated into the functional currency at the rates
prevailing on the balance sheet date. Non-monetary assets and liabilities
carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated. Foreign exchange differences on
cash and cash equivalents are recognised in operating profit or loss in the
period in which they arise.
Exchange differences are recognised in the profit or loss in the period in
which they arise except for exchange differences on monetary items receivable
from or payable to a foreign operation for which settlement is neither planned
nor likely to occur. This forms part of the net investment in a foreign
operation, which is recognised in the foreign currency translation reserve and
in profit or loss on disposal of the net investment.
For the purpose of presenting consolidated financial statements, the results
and financial position of each entity of the Group, where the functional
currency is not the US dollar, are translated into US dollars as follows:
1. assets and liabilities of the Group’s foreign operations are translated
at the closing rate on the balance sheet date;
2. income and expenses are translated at the average exchange rates for the
period, where it approximates to actual rates. In other cases, if exchange
rates fluctuate significantly during that period, the exchange rates at the
date of the transactions are used; and
3. all resulting exchange differences arising, if any, are recognised in other
comprehensive income and accumulated equity (attributed to non-controlling
interests as appropriate), transferred to the Group’s translation reserve.
Such translation differences are recognised as income or as expenses in the
period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.
The relevant exchange rates used were as follows:
Year ended 31 December 2016 Year ended 31 December 2015
GBP/USD USD/UAH GBP/USD USD/UAH
Closing rate 1.2346 27.4770 1.4805 24.2731
Average rate 1.3557 25.8169 1.5289 22.0584
(h) Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the consolidated income
statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit. This is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. Deferred tax liabilities
are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the
Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited in other comprehensive income, in which
case the deferred tax is also dealt with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
In case of the uncertainty of the tax treatment, the Group assess, whether it
is probable or not, that the tax treatment will be accepted, and to determine
the value, the Group use the most likely amount or the expected value in
determining taxable profit (tax loss), tax bases, unused tax losses, unused
tax credits and tax rates.
(i) Other property, plant and equipment
Property, plant and equipment (‘PP&E’) are carried at cost less
accumulated depreciation and any recognised impairment loss. Depreciation and
amortisation is charged so as to write-off the cost or valuation of assets,
other than land, over their estimated useful lives, using the straight-line
method, on the following bases:
Other
PP&E
10% to 30%
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in income.
(j)rate expenses. Unallocated corporate
expenses include management remuneration, representative expenses and expenses
incurred in respect of the maintenance of office premises. This is the measure
reported to the CODM for the purposes of resource allocation and assessment of
segment performance. The Group does not present information on segment assets
and liabilities as the CODM does not review such information for
decision-making purposes.
As of 31 December 2016 and for the year then ended the Group’s segmental
information was as follows:
Exploration and Production Service Trading Consolidated
$’000 $’000 $’000 $’000
Sales of hydrocarbons 598 - 16,598 17,196
Other revenue
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