25th Apr 2013 08:00
IG Seismic Services PLC
Consolidated financial statements
as of and for the year ended 31 December 2012
Contents
General information ................................................................................................................................ 1
Report of the Board of Directors............................................................................................................. 2
Independent auditors' report.................................................................................................................... 5
Consolidated statement of financial position........................................................................................... 6
Consolidated statement of comprehensive income................................................................................ 7
Consolidated statement of cash flows..................................................................................................... 8
Consolidated statement of changes in equity.......................................................................................... 9
Notes to the consolidated financial statements
1....... Corporate information
2....... Basis of preparation
3....... Summary of significant accounting policies
4....... Changes in accounting policies and disclosures
5....... Significant accounting judgements, estimates and assumptions
6....... Business combinations
7....... Segment information
8....... Goodwill
9....... Intangible assets other than goodwill
10..... Discontinued operations
11..... Property, plant and equipment
12..... Investments in associates
13..... Income tax
14..... Inventories
15..... Accounts receivable and prepayments
16..... Other financial assets
17..... Cash and cash equivalents
18..... Share capital
19..... Loans and borrowings
20..... Finance leases
21..... Accounts payable and promissory notes payable
22..... Other taxes payable
23..... Construction type contracts
24..... Revenue
25..... Cost of sales
26..... General and administrative expenses
27..... Other operating income and expenses
28..... Finance income and expenses
29..... Earnings per share
30..... Financial instruments
31..... Risks, commitments and contingencies
32..... Related party transactions
33..... Events subsequent to the reporting date
Directors
Sergey Generalov, Chairman, Independent Non-Executive Director (appointed on 24 September 2012)
Nikolay Levitskiy, Chief Executive Officer, Executive Director (appointed on 30 December 2011)
Boris Aleshin, Independent Non-Executive Director (appointed on 30 December 2011)
Peter O'Brien, Independent Non-Executive Director (appointed on 10 January 2012)
Dmitry Lipyavko, Independent Non-Executive Director (appointed on 12 November 2012)
Denis Cherednichenko, Executive Director (appointed on 30 December 2011)
Maurice Dijols, Non-Executive Director (appointed on 30 December 2011)
Felix Lubashevsky, Non-Executive Director (appointed on 18 June 2012)
Kurt Suntay, Non-Executive Director (appointed 30 December 2011)
Company secretary
A.T.S. Services Limited
Arch. Makariou III, 2-4
Capital Center, 9th floor
1065 Nicosia
Cyprus
Registered office
Arch. Makariou III, 2-4,
Capital Center, 9th floor
1065 Nicosia
Cyprus
Independent auditor
Ernst & Young Cyprus Limited
36 Byron Avenue
P.O. Box 21656
1511 Nicosia
Cyprus
The Board of Directors of IG Seismic Services PLC (the "Company") (together with its subsidiaries referred to as "the Group") present their report and audited financial statements as of and for the year ended 31 December 2012. The Group's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the requirements of Cyprus Companies Law, Cap. 113.
Principal activities
The principal activity of the Group during the year continued to be provision of land and transition zone seismic data acquisition and data processing and interpretation to the petroleum industry in the Russian Federation, the Commonwealth of Independent States ("CIS") and other countries outside of the CIS.
Review of developments, position and performance of the Company's business
On 10 October 2012 the Company changed its legal form from private limited company into public limited company.
The results of the Group for the period are set out on page 7 of the consolidated financial statements. Sales of the Group in 2012 reached 608,482, compared with 364,629 in 2011. Adjusted EBITDA in 2012 was 119,103 (2011: 79,313). EBIDTA calculation is presented in Note 7. Profits for the year are retained.
Dividends
The holders of ordinary shares are entitled to receive dividends as declared. One share has one vote at annual and general shareholders' meetings of the Company. No dividends were declared and paid for ordinary shares in respect of 2012 and 2011.
Admission of Company's GDR to London Stock Exchange
On 11 December 2012 the Company's GDRs were admitted to the Official List maintained by the UK Listing Authority and started trading on the London Stock Exchange's main market at 8.00 a.m. London Time on 12 December 2012.
The issued share capital of the Company consists of 20,833,400 shares with a nominal value of US$0.01 per share.
Global Depositary Receipts (GDRs) of the Company representing two ordinary shares each are listed and traded on the Main Market of the London Stock Exchange under the ticker IGSS (Bloomberg: IGSS LI, Reuters: IGSSq.L).
As of 31 December 2012, the free float of the Company amounted to approximately 30.2% of the issued share capital. The JP Morgan Chase Bank is the depositary bank for the GDR programme of the Company.
Shareholder structure as of 19 April 2013:
Mr. Nikolay Levitskiy | 26.8% |
Volga Resources | 13.0% |
Schlumberger | 12.0% |
Other institutional and private shareholders | 48.2% |
Principal risks and uncertainties
The Group's critical accounting estimates and judgements and financial risk management are disclosed in Notes 3, 4 and 30 to the consolidated financial statements. The Group's commitments and contingencies are disclosed in Note 31 to the consolidated financial statements.
Future development
The Board of Directors does not expect any significant changes in the activities of the Group for the foreseeable future. The Group's strategic objective is to strengthen its position as a leading seismic player in Russia. The Group will also continue its focus on effective cost management.
In the beginning of 2013 the Group and Gazprom Neft have signed a three-year agreement for the conducting of seismic exploration work. The total area covered by the geophysical exploration under the contract may cover up to 5,000 square kilometers by the year 2015. The work will be performed using 3-D technology, as well as the innovative UniQ high density seismic data acquisition technology. Over the past few years, the UniQ technology has been successfully used by leading foreign oil and gas companies for resource exploration at new greenfield areas with complicated geological structures, and for the additional exploration of existing brownfield areas that cannot be explored effectively using standard seismic exploration methods. The innovative UniQ technology will be used in the Russian Federation for the first time.
Share capital
Share capital of the Group is described in Note 18 to the financial statements.
Board of Directors
The structure of the Board of Directors during the year and as at 31 December 2012 and at the date of this report is presented on page 1. Directors are subject to appointment or removal according to the provision of Shareholders Agreement. Independent Directors are subject to re-election at regular intervals.
The Group is managed by the Board of Directors which is collectively responsible to the shareholders for the success of the Group. The Board sets the strategic objectives and ensures that the necessary resources are in place to enable these objectives to be met. The Board is fully involved in decision making in the most important areas of business and conducts regular reviews of the Group's operational and financial performance.
There were no significant changes in the assignment of responsibilities of the Board of Directors. Composition of the Board of Directors remained unchanged except for resignation of Antonio Campo, Non-Executive Director on 18 June 2012, resignation of Neil Gaskell, Non-Executive Director 12 November 2012, resignation of Ruben Vardanyan, Independent Non-executive Director on 10 September 2012 and resignation of Mario Ruscev on 25 January 2012 (was appointed on 30 December 2011).
Events after the reporting date
All significant events that occurred after the reporting date are described in Note 33 to the financial statements.
Independent auditor
The independent auditors, Ernst & Young Cyprus Limited, have expressed their willingness to continue in office. A resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board
________________
Denis Cherednichenko
Director
Nicosia
19 April 2013
Independent auditor's report
To the members of IG Seismic Services plc
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of IG Seismic Services plc (the ''Company'') and its subsidiaries (collectively the ''Group'') on pages 6 to 9, which comprise the consolidated statement of financial position as at 31 December 2012, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Board of Directors' responsibility for the consolidated financial statements
The Company's Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2012, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
Report on other legal and regulatory requirements
Pursuant to the requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009, we report the following:
• We have obtained all the information and explanations we considered necessary for the purposes of our audit.
• In our opinion, proper books of account have been kept by the Company.
• The Company's consolidated financial statements are in agreement with the books of account.
• In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.
• In our opinion, the information given in the report of the Board of Directors is consistent with the consolidated financial statements.
Other matter
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
Stavros Pantzaris
Certified Public Accountant and Registered Auditor
for and on behalf of
Ernst & Young Cyprus Limited
Certified Public Accountants and Registered Auditors
Nicosia
25 April 2013
Note | At 31 December 2012 | At 31 December 2011* | |
Assets | |||
Non-current assets | |||
Property, plant and equipment | 11 | 471,665 | 454,413 |
Goodwill | 8 | 123,798 | 116,787 |
Intangible assets other than goodwill | 9 | 12,129 | 12,549 |
Investments in associates | 12 | 29,203 | 21,574 |
Deferred tax assets | 13 | 12,580 | 10,164 |
Other non-current assets | 1,251 | 3,521 | |
Total non-current assets | 650,626 | 619,008 | |
Current assets | |||
Inventories | 14 | 70,273 | 64,608 |
Accounts receivable and prepayments | 15 | 230,590 | 259,096 |
Other financial assets | 16 | 6,762 | 6,831 |
VAT receivable | 18,450 | 13,575 | |
Prepayments for income tax | 1,979 | 2,977 | |
Other current assets | 1,026 | 2,351 | |
Cash and cash equivalents | 17 | 18,615 | 13,187 |
Total current assets | 347,695 | 362,625 | |
Total assets | 998,321 | 981,633 |
Equity and liabilities | |||
Equity | |||
Share capital | 18 | 208 | 208 |
Share premium | 18 | 443,712 | 443,712 |
Reverse acquisition reserve | 18 | (192,849) | (192,849) |
Other non-distributable reserves | 18 | 94,979 | 94,979 |
Foreign currency translations reserve | (2,729) | (9,334) | |
Accumulated losses | (10,253) | (21,566) | |
Total shareholders' equity | 333,068 | 315,150 | |
Non-controlling interest | 6 | 39,740 | 36,320 |
Total equity | 372,808 | 351,470 | |
Non-current liabilities | |||
Loans and borrowings | 19 | 225,799 | 204,313 |
Finance lease liabilities | 20 | 305 | 4,130 |
Promissory notes payable | 21 | 9,719 | 14,619 |
Deferred tax liabilities | 13 | 35,179 | 43,952 |
Total non-current liabilities | 271,002 | 267,014 | |
Current liabilities | |||
Loans and borrowings | 19 | 162,053 | 147,886 |
Promissory notes payable | 21 | 5,621 | 5,884 |
Accounts payable | 21 | 128,206 | 124,643 |
Income tax payable | 3,402 | 2,495 | |
Other taxes payable | 22 | 46,647 | 66,065 |
Provisions | 2,946 | 3,061 | |
Finance lease liabilities | 20 | 5,636 | 13,115 |
Total current liabilities | 354,511 | 363,149 | |
Total liabilities | 625,513 | 630,163 | |
Total liabilities and equity | 998,321 | 981,633 |
* The amounts shown here do not correspond to the 2011 financial statements and reflect adjustments made in connection with the completion of initial accounting (Note 5)
These consolidated financial statements were approved for issue by the Board of Directors on 19 April 2013 and were signed on its behalf by:
Nikolay Levitskiy | Denis Cherednichenko | |
Director | Director |
Note | 2012 | 2011 | |
Continuing operations | |||
Revenue | 24 | 608,482 | 364,629 |
Cost of sales | 25 | (489,800) | (287,256) |
Gross profit | 118,682 | 77,373 | |
General and administrative expenses | 26 | (74,345) | (50,779) |
Other operating income | 27 | 14,049 | 15,339 |
Other operating expense | 27 | (17,039) | (21,444) |
Operating profit | 41,347 | 20,489 | |
Finance income | 28 | 802 | 2,197 |
Finance expense | 28 | (46,241) | (51,208) |
Net foreign exchange profit/(loss) | 1,608 | (1,837) | |
Share in profit/(loss) of an associate | 12 | 6,399 | (4,735) |
Profit/(loss) before tax from continuing operations | 3,915 | (35,094) | |
Income tax benefit/(expense) | 13 | 8,608 | (8,551) |
Profit/(loss) for the year from continuing operations | 12,523 | (43,645) | |
Discontinued operations | |||
Loss after tax for the year from discontinued operations | 10 | − | (8,370) |
Profit/(loss) for the year | 12,523 | (52,015) | |
Other comprehensive income/(expense) | |||
Translation difference | 8,815 | (3,084) | |
Total comprehensive income/(expense) | 21,338 | (55,099) | |
Profit/(loss) for the year attributable to: | |||
Shareholders of the parent company | 11,840 | (49,212) | |
Non-controlling interests | 683 | (2,803) | |
Total comprehensive income/(expense) attributable to: | |||
Shareholders of the Parent Company | 18,445 | (51,945) | |
Non-controlling interests | 2,893 | (3,154) | |
Earning/(loss) per share | |||
Basic, profit/(loss) for the year attributable to ordinary equity holders of the parent | 29 | 0.57 | (4.19) |
Diluted, profit/(loss) for the year attributable to ordinary equity holders of the parent | 29 | 0.57 | (4.19) |
Note | 2012 | 2011 | |
Cash flows from operating activities | |||
Profit/(loss) profit before tax from continuing operations | 3,915 | (35,094) | |
Loss before tax from discontinued operations | − | (10,535) | |
Adjustments for: | |||
Depreciation and amortization | 25, 26 | 66,296 | 35,874 |
Provision for impairment | 9,882 | 537 | |
Loss on disposal of property, plant and equipmentand non-current assets | 27 | 5,655 | 15,552 |
Gain from redemption of promissory notes | 28 | − | (1,255) |
Net interest expense | 28 | 45,439 | 40,605 |
Unwinding of discount of payables foracquisition of subsidiaries | 28 | − | 9,661 |
Net foreign exchange (gain)/loss | (1,608) | 1,837 | |
Share in (profit)/loss of an associate | 12 | (6,399) | 4,735 |
Cash flow from operating activities beforechanges in working capital | 123,180 | 61,917 | |
Working capital adjustments net of acquisitions | |||
Change in accounts receivable | 41,216 | (7,100) | |
Change in inventories | (1,801) | 16,122 | |
Change in prepayments and other current assets | (1,428) | 6,415 | |
Change in accounts payable | (48,831) | (16,671) | |
Change in taxes payable other than income tax | (25,966) | 2,144 | |
Change in provisions | (301) | (2,292) | |
Cash flow before income tax | 86,069 | 60,535 | |
Income tax paid | (2,006) | (4,797) | |
Net cash from operating activities | 84,063 | 55,738 | |
Investing activities | |||
Purchases of property, plant and equipment | (33,988) | (26,207) | |
Proceeds from the sale of property, plant and equipment | 4,410 | 4,334 | |
Short-term loans issued | (1,811) | (491) | |
Repayment of loans issued | 3,274 | 12,672 | |
Interest received | 137 | 27 | |
Dividends received | 217 | 239 | |
Cash acquired in business combination | 6 | − | 5,010 |
Proceeds from disposal of subsidiaries | 10 | − | 18,353 |
Net cash (used in) / received from investing activities | (27,761) | 13,937 | |
Financing activities | |||
Proceeds from loans and borrowings | 295,999 | 217,056 | |
Repayment of finance lease obligations | (17,508) | (25,617) | |
Repayment of loans and borrowings | (281,568) | (167,757) | |
Interest paid | (43,528) | (33,352) | |
Redemption of promissory notes | (5,192) | (55,483) | |
Net cash used in financing activities | (51,797) | (65,153) | |
Net increase in cash and cash equivalents | 4,505 | 4,522 | |
Cash and cash equivalents at the beginning of the year | 17 | 13,187 | 9,177 |
Effect of foreign exchange on cash and cash equivalents | 923 | (512) | |
Cash and cash equivalents at the end of the year | 17 | 18,615 | 13,187 |
Attributable to shareholders of the Parent Company | |||||||||
Share capital | Share premium | Reverse acquisition reserve | Othernon-distributable reserves | Foreign currency translation reserve | Accumulated (losses) / retained earnings | Total | Non-controlling interest | Totalequity | |
Balance as at 1 January 2011 | 100 | 223,903 | (224,002) | 94,979 | (6,601) | 28,008 | 116,387 | 11,685 | 128,072 |
Net loss for the period | − | − | − | − | − | (49,212) | (49,212) | (2,803) | (52,015) |
Translation difference | − | − | − | − | (2,733) | − | (2,733) | (351) | (3,084) |
Total compehensive expense | − | − | − | − | (2,733) | (49,212) | (51,945) | (3,154) | (55,099) |
Business combination (Note 6) | 108 | 219,809 | 31,153 | − | − | − | 251,070 | 27,427 | 278,497 |
Change in non-controlling interest | − | − | − | − | − | (362) | (362) | 362 | − |
Balance as at31 December 2011 | 208 | 443,712 | (192,849) | 94,979 | (9,334) | (21,566) | 315,150 | 36,320 | 351,470 |
Balance as at 1 January 2012 | 208 | 443,712 | (192,849) | 94,979 | (9,334) | (21,566) | 315,150 | 36,320 | 351,470 |
Net profit for the period | − | − | − | − | − | 11,840 | 11,840 | 683 | 12,523 |
Translation difference | − | − | − | − | 6,605 | − | 6,605 | 2,210 | 8,815 |
Total compehensive income | − | − | − | − | 6,605 | 11,840 | 18,445 | 2,893 | 21,338 |
Change in non-controlling interest | − | − | − | − | − | (527) | (527) | 527 | − |
Balance as at31 December 2012 | 208 | 443,712 | (192,849) | 94,979 | (2,729) | (10,253) | 333,068 | 39,740 | 372,808 |
Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defense at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter (in 2011 the rate was 15% up to 30 August 2011 and 17% thereafter) will be payable on such deemed dividends distribution. Profits and to the extent that these are attributable to shareholders, who are not tax resident of Cyprus and own shares in the Company either directly and/or indirectly at the end of two years from the end of the tax year to which the profits relate, are exempted. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defense is payable by the Company for the account of the shareholders.
1. Corporate information
Organizational structure and operations
These are consolidated financial statements of IG Seismic Services PLC (the "Company" or "IGSS") and its subsidiaries (together referred to as the "Group") which is engaged in provision of land and transition zone seismic data acquisition and data processing and interpretation to the petroleum industry in the Russian Federation, the Commonwealth of Independent States ("CIS") and other countries outside of the CIS.
IG Seismic Services Limited was incorporated in Cyprus as a private company in accordance with the provisions of the Companies Law, Cap. 113. Its registered office is located at 2-4 Arch. Makariou III Avenue, Capital Center, 9th floor, P.C. 1065, Nicosia, Cyprus. On 10 October 2012 the Company changed its legal form from private limited company into public limited company.
On 30 December 2011 the total outstanding shares of Geotech Holding JSC were transferred by Geotech Holding JSC shareholders in exchange for newly issued shares in IGSS representing 52% of equity. This transaction was accounted for as a reverse acquisition of IGSS by Geotech Holding JSC and as such, these financial statements are presented as a continuation of Geotech Holding JSC with one adjustment, which is to adjust retrospectively the Geotech Holding JSC share capital to reflect the legal capital of IGSS. Comparative information presented in these financial statements is therefore that of Geotech Holding JSC, the legal subsidiary, as adjusted to reflect the legal capital of IGSS. The assets and liabilities of IGSS were consolidated starting from 30 December 2011 and measured at their fair values as of that date.
On 11 December 2012 the Company's GDRs were admitted to the Official List maintained bythe UK Listing Authority and started trading on the London Stock Exchange's main market on 12 December 2012. Global Depositary Receipts (GDRs) of the Company representing two ordinary shares each are listed and traded on the Main Market of the London Stock Exchange under the ticker IGSS (Bloomberg: IGSS LI, Reuters: IGSSq.L). As of 31 December 2012, the free float of the Company amounted to approximately 30.2% of the issued share capital. The JP Morgan Chase Bank is the depositary bank for the GDR programme of the Company.
Shareholder structure as of 31 December 2012:
Mr. Nikolay Levitskiy | 26.8% |
Volga Resources | 13.0% |
Schlumberger | 12.0% |
Other institutional and private shareholders | 48.2% |
1. Corporate information (continued)
The information related to major operating subsidiaries of the Group as at 31 December 2012 and 2011 is presented below. The Group did not pursue any business acquisitions throughout 2012. Operating segment information is presented in Note 7.
Company | Businessactivity | Country of incorporation | Effective ownership interest at 31 December | ||
2012 | 2011 | ||||
CJSC GEOTECH Holding Company | Holding company | Russian Federation | 99.86% | 99.86% | |
OJSC Integra Geophysics | Geophysical services | Russian Federation | 88.4% | 88.4% | |
LLC Geoprime | Geophysical services | Russian Federation | 100% | 100% | |
JSC Azimuth Energy Services | Geophysical services | Kazakhstan | 95.2% | 95.2% | |
JSC Geostan | Geophysical services | Kazakhstan | 99.5% | 99.5% | |
OJSC Naryan-Marseismorazvedka | Geophysical services | Russian Federation | 86.06% | 86.06% | |
OJSC Severgeofizika | Geophysical services | Russian Federation | 99.86% | 99.86% | |
OJSC Khantymansiyskgeofizika | Geophysical services | Russian Federation | 93.87% | 93.87% | |
OJSC Orenburgskaya Geophisicheskaya Expeditsiya | Geophysical services | Russian Federation | 68.32% | 68.32% | |
OJSC Centralnaya Geophisicheskaya Expeditsiya | Geophysical services | Russian Federation | 93.05% | 93.05% | |
LLC Boguchanskaya Geophisicheskaya Expeditsiya | Geophysical services | Russian Federation | 89.75% | 89.75% | |
LLC Geotech-Vostochnaya Geophisicheskaya Kompaniya | Geophysical services | Russian Federation | 93.87% | 93.87% | |
OJSC Yeniseigeofizika* | Geophysical services | Russian Federation | 44.33% | 44.33% | |
LLC Ilimpeiskaya Geophisicheskaya Expeditsiya* | Geophysical services | Russian Federation | 79.15% | 44.33% | |
LLC Geologiya Reservuara | Geophysical services | Russian Federation | 80.73% | 80.73% | |
LLC Evenkiageofizika | Geophysical services | Russian Federation | 99.26% | 99.86% | |
* Although the effective interest of the Group in the company didn't exceed 50%, this company was considered a subsidiary of the Group because the Group has had control over the operating and financial activities through a majority of representatives in the Board of Directors of the company, and non-Group ownership interest has been diluted between a significant number ofnon-controlling shareholders.
2. Basis of preparation
Statement of compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113.
The Group entities registered in the territory of the Russian Federation ("RF") maintain accounting records and prepare financial reports in accordance with Federal Law No.402-FZ "Concerning Accounting", the Statute Concerning Accounting and Reporting in the RF and Accounting Statements as approved by relevant orders of the RF Ministry of Finance. The Group entities registered in the territory of the Kazakhstan ("KZ") maintain accounting records and prepare financial reports in accordance with Law of the Republic of Kazakhstan No. 234-III "Concerning Accounting".
These consolidated financial statements have been prepared based on the Russian and Kazakh statutory accounting data adjusted for the purposes of presentation in accordance with IFRS.
Basis of measurement
These consolidated financial statements have been prepared on a historical cost basis, except for certain items that have been measured at fair value as disclosed in the accounting policies below. The consolidated financial statements are presented in US dollars ("USD") and all values are rounded to the nearest thousand except when otherwise indicated.
Functional and presentation currency
Functional currency is the currency of the primary economic environment in which an entity operates and is normally the currency in which the entity primarily generates and expends cash.
The US dollar ("USD") is the presentation currency for the Group. The functional currency of the major subsidiaries of the Group is Russian Rouble ("RUR").
Translation from functional currency to the presentation currency is made in accordance with IAS 21 The Effect of Changes in Foreign Exchange Rate as follows:
• asset and liability accounts at the rate of exchange in effect at the reporting date;
• revenues and expenses at the exchange rate at the date of transaction or at the weighted average exchange rate for the year, if it approximates the exchange rates at the dates of transactions; and
• shareholders equity accounts at historical exchange rates. Translation gains or losses are recorded as a separate component of the shareholders' equity. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate.
The official RUR to USD exchange rates established by the Central Bank of the Russian Federation ("CBR"), as at 31 December 2012 and 2011 were RUR 30.3727 and 32.1961 for one USD, respectively. The average RUR to USD exchange rates for 2012 and 2011 were 31.0930 and 29.3874 for one USD, respectively. The official RUR to USD exchange rate established by CBR as at 19 April 2013 was 31.7151 RUR for one USD.
2. Basis of preparation (continued)
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2012. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct and indirect ownership of voting rights. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealized gains and losses resulting from intra-group transactions and dividends are eliminated in full. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
• Derecognises the assets (including goodwill) and liabilities of the subsidiary;
• Derecognises the carrying amount of any non-controlling interest;
• Derecognises the cumulative translation differences recorded in equity;
• Recognises the fair value of the consideration received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss;
• Reclassifies the parent's share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate.
Going concern
These consolidated financial statements have been prepared on the going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. These accompanying financial statements do not include any adjustments that may be necessary if the Group is unable to continue as a going concern.
In 2012 the Group reported net profit of 12,523 (2011: 52,015 net loss). For a number of years, the Group has been able to successfully refinance its short-term debt, obtain new equity capital from existing and new investors and generate sufficient operating cash flow to ensure that it does not face a liquidity shortfall or default on its debt obligations.
As a result, the Group's management considers that the application of the going concern assumption for the preparation of these consolidated financial statements is appropriate.
3. Summary of significant accounting policies
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognised either in either profit or loss or as a change to other comprehensive income. If the contingent consideration is not within the scope of IAS 39, it is measured in accordance with the appropriate IFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Investment in associates
The Group's investment in its associates, an entity in which the Group has significant influence, is accounted for using the equity method.
Under the equity method, the investment in the associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
3. Summary of significant accounting policies (continued)
Investment in an associates (continued)
The profit or loss reflects the Group's share of the results of operations of the associate. When there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
The Group's share of profit or loss of an associate is shown on the face of the profit or loss and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate.
The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, then recognises the loss as separate line item in the profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Non-controlling interest
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately within the Group's equity and consist of the amount of those interests at the date of obtaining control plus their share of changes in equity since that date. They are measured at acquisition fair value or at proportionate share of net assets acquired and this choice is made for each acquisition separately. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. Changes in the Parent's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
3. Summary of significant accounting policies (continued)
Foreign currencies
Transactions in foreign currencies are translated to the respective functional currency, which is Russian Ruble and Kazakh Tenge for the subsidiary companies at exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency using the exchange rate at the date that the fair value was determined. Foreign currency differences arising in translation are recognized in the statement of comprehensive income.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for goods provided or services rendered less any trade discounts, value-added tax and similar sales-based taxes after eliminating sales within the Group.
Revenue is recognized as follows:
• Revenue arising from production activity is recognized on the date of delivery of goods and the transfer of title thereto.
• Interest income is accrued on a regular basis by reference to the outstanding principal amount and the applicable effective interest rate, 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.
• Dividend income is recognized where the shareholder's right to receive a dividend payment is established.
• Revenue under long-term contracts is recognized in accordance with IAS 11 Construction Contracts as described below.
Construction type contracts
The Group principally operates fixed price contracts. If the outcome of such a contract can be reliably measured, revenue associated with the construction contract is recognized by reference to the stage of completion of the contract activity at year end (the percentage of completion method).
The outcome of a construction contract can be estimated reliably when: (i) the total contract revenue can be measured reliably; (ii) it is probable that the economic benefits associated with the contract will flow to the entity; (iii) the costs to complete the contract and the stage of completion can be measured reliably; and (iv) the contract costs attributable to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior estimates. When the outcome of a construction cannot be estimated reliably, contract revenue is recognized only to the extent of costs incurred that are expected to be recoverable.
In applying the percentage of completion method, revenue recognized corresponds to the total contract revenue (as defined below) multiplied by the actual completion rate based on the proportion of total contract costs (as defined below) incurred to date and the estimated costs to complete.
3. Summary of significant accounting policies (continued)
Construction type contracts (continued)
Contract revenue − contract revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue, and they are capable of being reliably measured.
Contract costs − contract costs include costs that relate directly to the specific contract and costs that are attributable to contract activity in general and can be allocated to the contract. Costs that relate directly to a specific contract comprise: site labor costs (including site supervision); costs of materials used in construction; depreciation of equipment used on the contract; costs of design, and technical assistance that is directly related to the contract.
The Group's contracts are typically negotiated for the construction of a single asset or a group of assets which are closely interrelated or interdependent in terms of their design, technology and function. In certain circumstances, the percentage of completion method is applied to the separately identifiable components of a single contract or to a group of contracts together in order to reflect the substance of a contract or a group of contracts.
Assets covered by a single contract are treated separately when:
• The separate proposals have been submitted for each asset;
• Each asset has been subject to separate negotiation and the contractor and customer have been able to accept or reject that part of the contract relating to each asset;
• The costs and revenues of each asset can be identified.
A group of contracts are treated as a single construction contract when:
• The group of contracts is negotiated as a single package; the contracts are so closely interrelated that they are, in effect, part of a single project with an overall profit margin;
• The contracts are performed concurrently or in a continuous sequence.
Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses, if any. The initial cost of the asset includes the purchase price or expenditures incurred that are directly attributable to the acquisition of the assets. The purchase price is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Major replacements of property, plant and equipment are capitalized. All other repair and maintenance costs are charged to the profit and loss component of the consolidated statement of comprehensive income during the financial period in which they are incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives, as follows:
Buildings and structures | 30-40 years |
Machinery and equipment | 5-25 years |
Vehicles | 3-8 years |
Other | 2-10 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
3. Summary of significant accounting policies (continued)
Leases
Group as a lessee
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Finance leases that transfer substantially all the risks and benefits incidental to ownership of the leased item to the Group, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the profit or loss.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an operating expense in the profit or loss on a straight-line basis over the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and benefits of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Intangible assets other than goodwill
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit and loss in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite.
3. Summary of significant accounting policies (continued)
Intangible assets other than goodwill (continued)
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the profit or loss as the expense category that is consistent with the function of the intangible assets.
Intangible assets with a finite life are amortized on a straight-line basis over their expected useful lives. The useful lives of the Group's intangible assets are as follows:
Trademarks | 10-18 years |
Software | 5-10 years |
Other | 3-10 years |
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
• Its intention to complete and its ability to use or sell the asset;
• How the asset will generate future economic benefits;
• The availability of resources to complete the asset;
• The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit or loss when the asset is derecognised.
3. Summary of significant accounting policies (continued)
Financial assets
Initial recognition and measurement
Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial assets at initial recognition.
All financial assets are recognised initially at fair value plus transaction costs, except in the case of financial assets recorded at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as described below:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as finance costs (negative net changes in fair value) or finance income (positive net changes in fair value) in the profit or loss.
Financial assets designated upon initial recognition at fair value through profit or loss are designated at their initial recognition date and only if the criteria under IAS 39 are satisfied. The Group has not designated any financial assets at fair value through profit or loss.
The Group evaluates its financial assets held for trading, other than derivatives, to determine whether the intention to sell them in the near term is still appropriate. When, in rare circumstances, the Group is unable to trade these financial assets due to inactive markets and management's intention to sell them in the foreseeable future significantly changes, the Group may elect to reclassify them. The reclassification to loans and receivables, available-for-sale or held to maturity depends on the nature of the asset. This evaluation does not affect any financial assets designated at fair value through profit or loss using the fair value option at designation, as these instruments cannot be reclassified after initial recognition.
Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.
3. Summary of significant accounting policies (continued)
Financial assets (continued)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss in finance costs for loans and in cost of sales or other operating expenses for receivables.
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held to maturity when the Group has the positive intention and ability to hold them to maturity. After initial measurement, held to maturity investments are measured at amortised cost using the EIR, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss in finance costs. The Group did not have any held-to-maturity investments during the years ended 31 December 2012 and 2011.
Available-for-sale financial investments
Available-for-sale financial investments include equity investments and debt securities. Equity investments classified as available for sale are those that are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those that are intended to be held for an indefinite period of time and that may be sold in response to needs for liquidity or in response to changes in the market conditions.
After initial measurement, available-for-sale financial investments are subsequently measured at fair value with unrealised gains or losses recognised as other comprehensive income in the available-for-sale reserve until the investment is derecognised, at which time the cumulative gain or loss is recognised in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassified from the available-for sale reserve to the profit or loss in finance costs. Interest earned whilst holding available-for-sale financial investments is reported as interest income using the EIR method.
The Group evaluates whether the ability and intention to sell its available-for-sale financial assets in the near term is still appropriate. When, in rare circumstances, the Group is unable to trade these financial assets due to inactive markets and management's intention to do so significantly changes in the foreseeable future, the Group may elect to reclassify these financial assets. Reclassification to loans and receivables is permitted when the financial assets meet the definition of loans and receivables and the Group has the intent and ability to hold these assets for the foreseeable future or until maturity. Reclassification to the held to maturity category is permitted only when the entity has the ability and intention to hold the financial asset accordingly.
3. Summary of significant accounting policies (continued)
Financial assets (continued)
For a financial asset reclassified from the available-for-sale category, the fair value carrying amount at the date of reclassification becomes its new amortised cost and any previous gain or loss on the asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the EIR. Any difference between the new amortised cost and the maturity amount is also amortised over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to the profit or loss. The Group did not have any available-for-sale investments during the years ended 31 December 2012 and 2011.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:
·; The rights to receive cash flows from the asset have expired;
·; The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event') and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
3. Summary of significant accounting policies (continued)
Financial assets (continued)
Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset's original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current EIR. The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised in profit or loss. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as finance income in the profit or loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to finance costs in the profit or loss.
Available for sale financial investments
For available-for-sale financial investments, the Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.
In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. 'Significant' is evaluated against the original cost of the investment and 'prolonged' against the period in which the fair value has been below its original cost. When there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the profit or loss - is removed from other comprehensive income and recognised in the profit or loss. Impairment losses on equity investments are not reversed through profit or loss; increases in their fair value after impairment are recognised directly in other comprehensive income.
In the case of debt instruments classified as available for sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in the profit or loss.
3. Summary of significant accounting policies (continued)
Financial assets (continued)
Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the profit or loss, the impairment loss is reversed through the profit or loss.
Financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.
The Group's financial liabilities include trade and other payables, bank overdrafts, loans and borrowings, financial guarantee contracts, and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IAS 39. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IAS 39 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.
Loans and borrowings
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the profit or loss.
3. Summary of significant accounting policies (continued)
Financial liabilities (continued)
Financial guarantee contracts
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognised less cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Inventories
Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows:
• Raw materials: purchase cost on a first in, first out basis;
• Finished goods and work in progress: cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity, but excluding borrowing costs.
Where payment for inventories is deferred and such an arrangement actually contains elements of financing, the difference between the purchase price which is normally paid on trade credit terms and the consideration paid is recognized as interest expense over the term of the credit and is charged to the statement of comprehensive income.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
3. Summary of significant accounting policies (continued)
Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs to sell and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the profit or loss in expense categories consistent with the function of the impaired asset, except for a property previously revalued when the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.
The following assets have specific characteristics for impairment testing:
Goodwill
Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as at 31 December either individually or at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.
3. Summary of significant accounting policies (continued)
Cash and cash equivalents
Cash represents cash in hand and in the Group's bank accounts and interest bearing deposits, which can be effectively withdrawn at any time without prior notice or penalties reducing the principal amount of the deposit. Cash equivalents are highly liquid short-term investments that are readily convertible to known amounts of cash and have original maturities of three months or less from their date of purchase. They are carried at cost plus accrued interest, which approximates fair value.
Share capital
Ordinary shares are classified as equity. Any excess of the fair value of consideration received over the par value of shares issued is recognized also as share premium.
Dividends
Dividends are not recognized as a liability or deducted from equity as at the reporting date unless they have been declared / approved by the shareholders on or before the reporting date. Dividends are disclosed in financial statements if they have been declared after the reporting date, but before the date when the financial statements are authorized for issue.
Exchange of non-monetary assets
Non-monetary transactions are recognized at the fair value of assets received or receivable. When the fair value of assets received or receivable cannot be measured reliably, the fair value of assets received is determined based on the fair value of assets given up or to be given up. Non-monetary transactions have been excluded from cash flows from operating, investing and financing activities in the accompanying statement of cash flows.
Government grants
A government grant is recognized in the statement of financial position initially as deferred income when there is reasonable assurance that it will be received and that the company will comply with the conditions attached to it. Grants that compensate the company for expenses incurred are recognized as other operating income on a systematic basis in the same periods in which the expenses are incurred. Government grants, which are disclosed in note 27, include grants for research and development.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the profit or loss net of any reimbursement.
3. Summary of significant accounting policies (continued)
Provisions (continued)
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as finance costs.
Warranties
Provisions for warranty-related costs are recognised when the product is sold or service provided to the customer. Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually.
Restructuring provisions
Restructuring provisions are recognised only when the recognition criteria for provisions are fulfilled. The Group has a constructive obligation when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate timeline. Furthermore, the employees affected have been notified of the plans main features.
Contingent liabilities recognised in a business combination
A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of the amount that would be recognised in accordance with the requirements for provisions above or the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the requirements for revenue recognition.
Income tax
Income tax for the year comprises current and deferred tax. Income tax is recognized in the statement of income except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Parent company is Cyprus resident whereas all subsidiaries are registered in Russia and Kazakhstan.
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
3. Summary of significant accounting policies (continued)
Income tax (continued)
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
• In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.
3. Summary of significant accounting policies (continued)
Income tax (continued)
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.
Value-added tax
The Russian tax legislation permits settlement of value added tax ("VAT") on a net basis. VAT is payable to the state budget upon invoicing and delivery of goods, performing work or rendering services, as well as upon collection of prepayments from customers. VAT on purchases, even not settled at the reporting date, is deducted from the amount of VAT payable.
Where provision has been made for impairment of receivables, impairment loss is recorded for the gross amount of the debtor, including VAT. VAT recoverable arises when VAT input related to purchases exceeds VAT output related to sales.
Offsetting
Assets and liabilities are only offset and reported at the net amount in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and the Group intends to either settle on a net basis, or to realize the asset and settle the liability simultaneously.
Social expenditures
To the extent that the Group's contributions to social programs benefit the community at large and are not restricted to the Group's employees, they are recognized in the statement of comprehensive income as incurred.
Employee benefits
In the normal course of business the Group contributes to the Russian Federation state pension scheme on behalf of its employees. Mandatory contributions to the governmental pension scheme are expensed when incurred. Discretionary pensions and other post-employment benefits are included in labor costs in the statement of comprehensive income, however, separate disclosures are not provided as these costs are not material. There are no other pension plans. The Group contributes to the Russian Federation state social insurance, medical insurance and unemployment funds on behalf of its employees.
3. Summary of significant accounting policies (continued)
Financial income and expenses
Finance income comprises interest income on funds invested, dividend income, and changes in the fair value of financial assets at fair value through profit or loss, and foreign currency gains.
Interest income is recognized as it accrues in the statement of comprehensive income, using the effective interest method. Dividend income is recognized in the statement of income on the date that the Group's right to receive payment is established, except for dividends from associates, which are deducted from investment in associates and not recognised in profit and loss.
Finance expenses comprise interest expense on loans and borrowings, unwinding of the discount on provisions, dividends on preference shares classified as liabilities, foreign currency losses, changes in the fair value of financial assets at fair value through profit or loss and impairment losses recognized on financial assets. All borrowing costs are recognized in the statement of comprehensive income using the effective interest method. Foreign currency gains and losses are reported on a net basis.
Reclassifications
A number of items presented in the Group's 2011 consolidated financial statements have been reclassified to ensure the comparability of information in the consolidated financial statements for the year ended on 31 December 2012. This primarily included netting of advances received from customers for construction works against related receivables recognised under these contracts in amount of 2,843.
4. Changes in accounting policies and disclosures
The accounting policies adopted are consistent with those of the previous financial year except as follows:
Amendments to Standards effective as of 1 January 2012:
• IAS 12 Income Taxes (amendment) − Deferred Taxes: Recovery of Underlying Assets;
• IFRS 1 First-Time Adoption of International Financial Reporting Standards (amendment) − Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters, IFRS 7Financial Instruments: Disclosures (amendments);
• IFRS 7 Financial Instruments: Disclosures − Enhanced Derecognition Disclosure Requirements.
The adoption of standards and interpretations is described below:
The adoption of the following amendments resulted in changes to accounting policies, but did not have any impact on the financial position, performance or disclosures of the Group:
IAS 12 Income Taxes (amendment) − Deferred Taxes: Recovery of Underlying Assets
The amendment clarified the determination of deferred tax on investment property measured at fair value and introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. It includes the requirement that deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 should always be measured on a sale basis. The amendment is effective for annual periods beginning on or after 1 January 2012 and has been no effect on the Group's financial position, performance or its disclosures.
4. Changes in accounting policies and disclosures (continued)
IFRS 1 First-Time Adoption of International Financial Reporting Standards (amendment) − Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters
The IASB provided guidance on how an entity should resume presenting IFRS financial statements when its functional currency ceases to be subject to hyperinflation. The amendment is effective for annual periods beginning on or after 1 July 2011. The amendment had no impact to the Group.
IFRS 7 Financial Instruments: Disclosures − Enhanced Derecognition Disclosure Requirement
The amendment requires additional disclosure about financial assets that have been transferred but not derecognised to enable the user of the Group's financial statements to understand the relationship with those assets that have not been derecognised and their associated liabilities. In addition, the amendment requires disclosures about the entity's continuing involvement in derecognised assets to enable the users to evaluate the nature of, and risks associated with, such involvement. The amendment is effective for annual periods beginning on or after 1 July 2011. The Group does not have any assets with these characteristics so there has been no effect on the presentation of its financial statements.
Standards issued but not yet effective
The Group has not yet adopted any other standard, interpretation or amendment that was issued but is not yet effective. The Group is in the process of assessing the impact of these amendments on its next annual financial statements. The Group intends to adopt these standards, if applicable, when they become effective.
Standards and interpretations issued by the IASB and adopted by the EU
IAS 1 Presentation of Items of Other Comprehensive Income − Amendments to IAS 1
The amendments to IAS 1 change the grouping of items presented in other comprehensive income (OCI). Items that could be reclassified (or "recycled") to profit or loss at a future point in time (for example, net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) would be presented separately from items that will never be reclassified (for example, actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affects presentation only and has no impact on the Group's financial position or performance. The amendment becomes effective for annual periods beginning on or after 1 July 2012, and will therefore be applied, if applicable, in the Group's first annual report after becoming effective.
IAS 19 Employee Benefits (revised)
The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. The Group made a voluntary change in accounting policy to recognise actuarial gains and losses in other comprehensive income in the current period. However, the amended standard will impact the net benefit expense as the expected return on plan assets will be calculated using the same interest rate as applied for the purpose of discounting the benefit obligation. The amendment becomes effective for annual periods beginning on or after 1 January 2013.
4. Changes in accounting policies and disclosures (continued)
Standards and interpretations issued by the IASB and adopted by the EU (continued)
IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The revised standard becomes effective for annual periods beginning on or after 1 January 2014.
IAS 32 Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32
These amendments clarify the meaning of "currently has a legally enforceable right to set-off". The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. These amendments are not expected to impact the Group's financial position or performance and become effective for annual periods beginning on or after 1 January 2014.
IFRS 1 Government Loans − Amendments to IFRS 1
These amendments require first-time adopters to apply the requirements of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, prospectively to government loans existing at the date of transition to IFRS. Entities may choose to apply the requirements of IFRS 9 (or IAS 39, as applicable) and IAS 20 to government loans retrospectively if the information needed to do so had been obtained at the time of initially accounting for that loan. The exception would give first-time adopters relief from retrospective measurement of government loans with a below-market rate of interest. The amendment is effective for annual periods on or after 1 January 2013. The amendment has no impact on the Group.
IFRS 11 Joint Arrangements
IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities - Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. These amendments will not impact the Group's financial position or performance and become effective for annual periods beginning on or after 1 January 2014.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Group is currently assessing the impact that this standard will have on the financial position and performance, but based on the preliminary analyses, no material impact is expected. This standard becomes effective for annual periods beginning on or after 1 January 2013.
4. Changes in accounting policies and disclosures (continued)
Standards and interpretations issued by the IASB and adopted by the EU (continued)
IFRS 7 Disclosures − Offsetting Financial Assets and Financial Liabilities − Amendments to IFRS 7
These amendments require an entity to disclose information about rights to set-off and related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity's financial position. The new disclosures are required for all recognised financial instruments that are set off in accordance with IAS 32 Financial Instruments: Presentation. The disclosures also apply to recognised financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are set off in accordance with IAS 32. These amendments will not impact the Group's financial position or performance and become effective for annual periods beginning on or after 1 January 2013.
IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements
IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also addresses the issues raised in SIC-12 Consolidation - Special Purpose Entities.
IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgment to determine which entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. Based on the preliminary analyses performed, IFRS 10 is not expected to have any impact on the currently held investments of the Group.
This standard becomes effective for annual periods beginning on or after 1 January 2014.
IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required, but has no impact on the Group's financial position or performance. This standard becomes effective for annual periods beginning on or after 1 January 2014.
Annual Improvements May 2012
These improvements will not have an impact on the Group, but include:
IFRS 1 First-time Adoption of International Financial Reporting Standards
This improvement clarifies that an entity that stopped applying IFRS in the past and chooses, or is required, to apply IFRS, has the option to re-apply IFRS 1. If IFRS 1 is not re-applied, an entity must retrospectively restate its financial statements as if it had never stopped applying IFRS.
4. Changes in accounting policies and disclosures (continued)
Annual Improvements May 2012 (continued)
IAS 1 Presentation of Financial Statements
This improvement clarifies the difference between voluntary additional comparative information and the minimum required comparative information. Generally, the minimum required comparative information is the previous period.
IAS 16 Property Plant and Equipment
This improvement clarifies that major spare parts and servicing equipment that meet the definition of property, plant and equipment are not inventory.
IAS 32 Financial Instruments, Presentation
This improvement clarifies that income taxes arising from distributions to equity holders are accounted for in accordance with IAS 12 Income Taxes.
IAS 34 Interim Financial Reporting
The amendment aligns the disclosure requirements for total segment assets with total segment liabilities in interim financial statements. This clarification also ensures that interim disclosures are aligned with annual disclosures.
These improvements are effective for annual periods beginning on or after 1 January 2013.
Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12)
The guidance is effective for annual periods beginning on or after 1 January 2013. The IASB issued amendments to IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities. The amendments change the transition guidance to provide further relief from full retrospective application. The date of initial application' in IFRS 10 is defined as 'the beginning of the annual reporting period in which IFRS 10 is applied for the first time'. The assessment of whether control exists is made at 'the date of initial application' rather than at the beginning of the comparative period. If the control assessment is different between IFRS 10 and IAS 27/SIC-12, retrospective adjustments should be determined. However, if the control assessment is the same, no retrospective application is required. If more than one comparative period is presented, additional relief is given to require only one period to be restated. For the same reasons IASB has also amended IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities to provide transition relief.
4. Changes in accounting policies and disclosures (continued)
Standards and interpretations issued by the IASB but not yet adopted by the EU
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9, as issued, reflects the first phase of the IASB's work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard was initially effective for annual periods beginning on or after 1 January 2013, but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to 1 January 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group's financial assets, but will not have an impact on classification and measurements of financial liabilities. The Group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.
Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
The amendment is effective for annual periods beginning on or after 1 January 2014. The amendment applies to a particular class of business that qualify as investment entities. The IASB uses the term 'investment entity' to refer to an entity whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. An investment entity must also evaluate the performance of its investments on a fair value basis. Such entities could include private equity organisations, venture capital organisations, pension funds, sovereign wealth funds and other investment funds. Under IFRS 10 Consolidated Financial Statements, reporting entities were required to consolidate all investees that they control (i.e. all subsidiaries). The Investment Entities amendment provides an exception to the consolidation requirements in IFRS 10 and requires investment entities to measure particular subsidiaries at fair value through profit or loss, rather than consolidate them. The amendment also sets out disclosure requirements for investment entities. This amendment has not yet been endorsed by the EU. The amendment has no impact on the Group.
5. Significant accounting judgements, estimates and assumptions
The Group makes a number of assumptions and estimates, which may affect the reporting of assets and liabilities in the next financial year. Estimates and assumptions are continuously assessed and are based on the management experience and other factors, including expectations of future events, and are reasonable under the circumstances. In addition to these estimates, management also relies on certain judgments in applying the accounting policies. Most significant judgments, which affect the amounts recorded in the consolidated financial statements, and estimates, which may result in significant adjustment of the carrying value of assets and liabilities in the next financial year are presented below.
5. Significant accounting judgements, estimates and assumptions (continued)
Business valuation and impairment test
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
The following methodologies (in the course of priority) were applied to most assets valuations:
• market valuation;
• discounted cash flow (DCF) method;
• multiples method.
In most cases the asset value obtained using the primary method is controlled using a secondary method. If the controlling method produces a result which is different from that obtained using the primary method, the following algorithm is used:
• the assumptions used in the primary and controlling methods are double-checked;
• the factors causing the variation are tried to be determined.
In case of identification of objective factors explaining the variation in valuation results, the result produced by the primary method shall be used. In the absence of objective factors explaining the difference in valuation results, the average of the two value estimates is used. Valuation techniques are in part based on assumptions that are not supported by observable market prices or rates. Management believes that changing any such assumption would not result in a significantly different value.
Management has made a number of judgments, estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with IFRS. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Construction contracts
The Group applies judgments in measuring and recognizing contracts accounted for in accordance with IAS 11 Construction Contracts. Revenue from construction contracts is recognized in the amount referred to the stage (percent) of the work performed depending on the completion of the contract. The percentage of completion is determined based on the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs.
5. Significant accounting judgements, estimates and assumptions (continued)
Provision for doubtful accounts receivable
Provision for doubtful accounts receivable is based on the assessment of probability of collecting receivables from certain counterparties. In case of overall deterioration of the customers' solvency or when an actual outstanding debt exceeds the estimated level, the actual results may differ from these estimates.
Contingent tax liabilities
Russian tax legislation is subject to varying interpretations and changes occur frequently. When the Group's management believes that it is highly probable that tax authorities may challenge the Group's interpretation of the legislation applied and its position as related to the accuracy of tax calculation and payment, an appropriate provision is formed in the consolidated financial statements.
Litigations
The Group's management exercises considerable judgment in measuring and recognizing provisions and the exposure to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities.
Judgment is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and quantifying the possible range of the final settlement. Because of the inherent uncertainties in this evaluation process, actual losses may be different from the originally estimated provision. These estimates are subject to change as new information becomes available, primarily with the support of internal specialists, if available, or with the support of outside consultants, such as actuaries or legal counsel. Revisions to the estimates may significantly affect future operating results.
Changes in the Group's balances at 31 December 2011
During the period from 31 December 2011 to the date of the issuance of these consolidated financial statements, the Group has completed the purchase accounting for the reverse acquisition of IGSS by Geotech Holding JSC (Note 6) which resulted in the change of the Group's opening balances as follows:
31 December 2011 As previously reported | Purchase accounting adjustments | 31 December 2011 Revised | |
Assets | |||
Property, plant and equipment | 464,049 | (9,636) | 454,413 |
Goodwill | 102,747 | 14,040 | 116,787 |
Intangible assets other than goodwill | 12,762 | (213) | 12,549 |
Investments in associates | 21,574 | − | 21,574 |
Deferred tax assets | 10,164 | − | 10,164 |
Other non-current assets | 3,521 | − | 3,521 |
Inventories | 66,200 | (1,592) | 64,608 |
Accounts receivable and prepayments | 264,109 | (5,013) | 259,096 |
Other current assets | 26,367 | (633) | 25,734 |
Cash and cash equivalents | 13,187 | − | 13,187 |
Total assets | 984,680 | (3,047) | 981,633 |
5. Significant accounting judgements, estimates and assumptions (continued)
Changes in the Group's balances at 31 December 2011 (continued)
31 December 2011 As previously reported | Purchase accounting adjustments | 31 December 2011 Revised | |
Liabilities and equity | |||
Loans and borrowings | 352,199 | − | 352,199 |
Finance lease liabilities | 17,245 | − | 17,245 |
Promissory notes payable | 20,503 | − | 20,503 |
Other non-current liabilities | 872 | (872) | − |
Deferred tax liabilities | 47,462 | (3,510) | 43,952 |
Accounts payable | 123,437 | 1,206 | 124,643 |
Income tax payable | 2,495 | − | 2,495 |
Other taxes payable | 65,936 | 129 | 66,065 |
Provisions | 3,061 | − | 3,061 |
Total equity | 351,470 | − | 351,470 |
Total liabilities and equity | 984,680 | (3,047) | 981,633 |
The Group has completed the purchase accounting of the reverse acquisition of IGSS byGeotech Holding JSC as of 31 December 2012. The valuation was completed and the acquisition date fair value of property, plant and equipment was 200,834, a decrease of 9,636 over the provisional amount. Accounts receivable in relation to the contract in Yemen of 3,730 were impaired to zero. The revision also entailed certain changes in other assets and liabilities as presented above. As a result, there was a decrease in the deferred tax liability of 3,510 and a corresponding increase in goodwill of 14,040 resulting in 48,646 of total goodwill arising on the reverse acquisition.
6. Business combinations
On 9 November 2011 Integra Group, Schlumberger Oilfield Holdings Limited ("Schlumberger"), Geotech Oil Services Holding Limited ("GOSH") and IG Seismic Services Limited ("IGSS") have entered into a conditional agreement to combine IGSS, previously a joint venture of Integra Group and Schlumberger, with Geotech Holding JSC ("Geotech Holding"), representing GOSH's seismic business.
On 30 December 2011 Integra Group, Schlumberger, GOSH and IGSS have completed the above transaction. The combination was effected through the transfer by GOSH of total outstanding shares of the issued share capital of Geotech Holding JSC to IGSS in exchange for newly issued shares in IGSS. Following completion of the Transaction, Integra Group holds 36%, Schlumberger holds 12%, and GOSH holds 52% of the entire enlarged issued share capital of IGSS. The Transaction was approved by Integra Group shareholders at the Extraordinary General Meeting held on 5 December 2011 and received required anti-monopoly approvals on 30 December 2011.
6. Business combinations (continued)
This transaction was accounted for as a reverse acquisition of IGSS by Geotech Holding JSC and as such, these financial statements are presented as a continuation of Geotech Holding JSC with one adjustment, which is to adjust retrospectively the Geotech Holding JSC share capital to reflect the legal capital of IGSS. As a result these consolidated financial statements reflect the assets and liabilities of Geotech Holding JSC measured at the pre-combination carrying values, the assets and liabilities of IGSS accounted for at fair values as of 30 December 2011 based on the acquisition method, retained earnings and other equity items of Geotech Holding JSC before the business combination. The amount recognized as issued equity interests in consolidated financial statements is determined by adding the issued capital of Geotech Holding JSC before the business combination to the fair value of consideration effectively transferred. Comparative information presented in these financial statements is therefore that of Geotech Holding JSC, the legal subsidiary, as adjusted to reflect the legal capital of IGSS.
The fair value of the non-controlling interest in IG Seismic Services Limited has been estimated by applying a discounted cash flows approach. IG Seismic Services Limited is an unlisted company and, as such, no market information is available. The fair value estimate is based on:
• An assumed discount rate of 15%; and
• A terminal value, calculated based on long-term sustainable growth rates for the industry ranging from two to five per cent, which has been used to determine cash flows for the future years.
a) Consideration transferred
In accordance with IFRS3.B20, the consideration transferred by Geotech Holding JSC to the Group is based on the number of shares Geotech Holding JSC would have had to issue to give the shareholders of the Group the same percentage equity interest in the combined entity that results from the reverse acquisition, i.e. 48% equity interest.
Share capital of IGSS before business combination | 10,000,000 | 48.0% |
Shares issued to all Geotech shareholders | 10,833,400 | 52.0% |
20,833,400 | ||
Number of shares in Geotech | 100 | 52.0% |
Hypothetical shares to be issued to reflect the same percentage as above | 92 | 48.0% |
Hypothetical share price of Geotech based on valuation* | 2,729 | |
Value of shares to be issued to reflect the same percentage as above | 251,070 |
* The Company engaged independent appraisal to account for the business acquisition under requirements of IFRS3. The valuation was conducted based on discounted cash flows approach under 15% WACC and long-term sustainable growth rates for the industry ranging from two to five per cent.
6. Business combinations (continued)
b) Identifiable assets acquired and liabilities assumed
Recognized fair values on acquisition (revised) | |
Non-current assets | 216,528 |
Property, plant and equipment | 200,834 |
Intangible assets | 7,272 |
Investments in associates | 5,420 |
Deferred tax assets | 1,946 |
Other non-current assets | 1,056 |
Current assets | 111,849 |
Inventories | 21,658 |
Accounts receivable | 80,120 |
- VAT receivable | 2,670 |
Tax prepayments | 2,105 |
Other current assets | 286 |
Cash and cash equivalents | 5,010 |
Non-current liabilities | (14,052) |
Deferred tax liabilities | (14,052) |
Current liabilities | (84,474) |
Short-term loans and borrowings | (31,415) |
Accounts payable | (38,758) |
Income tax payable | (255) |
Other taxes payable | (14,046) |
Net identifiable assets at fair value | 229,851 |
Gross contractual amount of receivables acquired approximates their fair value.
c) Goodwill
Net identifiable assets at fair value | (229,851) |
Non-controlling interest measured at fair value | 27,427 |
(202,424) | |
Total consideration transferred | 251,070 |
Goodwill | 48,646 |
The goodwill of 48,646 comprises the value of expected synergies arising from the business combination and is allocated entirely to the seismic segment. None of the goodwill recognised is expected to be deductible for income tax purposes.
d) Analysis of cash flows on acquisition
Transaction costs of the acquisition (included in cash flows from operating activities) | (641) |
Net cash acquired with the subsidiary (included in cash flows from investing activities) | 5,010 |
Net cash inflow on acquisition | 4,369 |
If the Group had acquired IGSS at the beginning of the year, the total revenue and results from continuing operations of the Group would have been 616,345 and (76,740), respectively.
Transaction costs of 1,677 and 4,854 for year ended 31 December 2012 and 2011 have been expensed and are included in administrative expenses.
7. Segment information
For management purposes, the Company is organized into business units based on their products and services, and has two reportable operating segments which are Seismic segment and Data processing and interpretation (DPI) segment. Seismic segment includes conducting seismic works with the purpose of search and exploration of oil and gas fields, comprising oilfield seismic works in two or three dimensions, field seismic works in a land-sea transit zone. DPI segment includes processing of seismic and geophysical data, structural interpretation of results of processing, dynamic processing and interpretation of results of processing.
Information on transactions of the holding and managerial companies which conduct managerial services and financial and investment activities was included into the Corporate block, that is not separate operating segment. Information on transactions of the small non-core companies (subsidiaries) was included into the Other block, that is not separate operating segment.
Transfer prices between Seismic segment, DPI segment and Corporate block are on an arm's length basis in a manner similar to transactions with third parties. Internal revenues and expenses primarily pertain to management services rendered by Corporate block to Seismic segment and DPI segment. In the periods presented below, the Group operated in the Russian Federation and Kazakhstan.
The following table's present revenue and profit information regarding the Group's operating segments for years ended 31 December 2012 and 2011, respectively.
For year ended 31 December 2012: | Seismic segment | DPI segment | Others | Corporate block | Adjustments and eliminations | Total |
Revenue | 591,211 | 15,952 | 457 | 862 | − | 608,482 |
Revenue from other segments | 1,063 | 3,214 | 861 | 31,869 | (37,007) | − |
Cost of sales | (472,332) | (15,387) | (2,081) | − | − | (489,800) |
Intersegment expenses | (34,999) | (1,870) | (26) | (112) | 37,007 | − |
Gross profit/(loss) | 118,879 | 565 | (1,624) | 862 | − | 118,682 |
Selling, general and administrative expenses | (51,473) | (3,235) | (1,137) | (18,500) | − | (74,345) |
Other operating income | 9,057 | 1,172 | 2,138 | 1,682 | − | 14,049 |
Other operating expense | (15,679) | (219) | (391) | (750) | − | (17,039) |
Operating profit/(loss) | 60,784 | (1,717) | (1,014) | (16,706) | − | 41,347 |
7. Segment information (continued)
Calculation of the adjusted EBIT and adjusted EBITDA from operating profit/(loss):
For year ended 31 December 2012: | Seismic segment | DPI segment | Others | Corporate block | Adjustments and eliminations | Total |
Operating profit/(loss) | 60,784 | (1,717) | (1,014) | (16,706) | − | 41,347 |
Transaction related expenses | − | − | − | 1,677 | − | 1,677 |
Restructuring and redundancy costs | 7,043 | − | − | − | − | 7,043 |
Loss from the contract in Yemen | 1,817 | − | − | − | − | 1,817 |
Distribution of Corporate overheads | (16,204) | (437) | − | 16,641 | − | − |
Adjusted EBIT | 53,440 | (2,154) | (1,014) | 1,612 | − | 51,884 |
Depreciation of property, plant and equipment | 61,621 | 578 | 685 | 140 | − | 63,024 |
Amortization of intangible assets | 903 | 2,327 | − | 42 | − | 3,272 |
Loss/(gain) on disposal of non-current assets | 698 | (39) | 273 | (9) | − | 923 |
Adjusted EBITDA | 116,662 | 712 | (56) | 1,785 | − | 119,103 |
Restructuring and redundancy costs were incurred in connection with the ongoing process of integration upon business combination. There has been a significant overlap in the regions of operations between the companies before their combination into one entity, resulting in potential to reduce costs through optimization of logistical and maintenance facilities and other overheads in certain regions. During the 2012 the number of crews was optimized by means of excluding overlapping crews and functions in several regions and downsize of certain administrative personnel as well as disposal of certain non-core fixed assets which were not expected to be occupied or utilised on the basis going forward in amounts of 2,311 and 4,732, respectively.
For year ended 31 December 2011: | Seismic segment | DPI segment | Others | Corporate block | Adjustments and eliminations | Total |
Revenue | 358,551 | 5,153 | 41 | 884 | − | 364,629 |
Revenue from other segments | − | − | − | 23,327 | (23,327) | − |
Cost of sales | (282,143) | (3,779) | (1,299) | (35) | − | (287,256) |
Intersegment expenses | (23,327) | − | − | − | 23,327 | − |
Gross profit/(loss) | 76,408 | 1,374 | (1,258) | 849 | − | 77,373 |
Selling, general and administrative expenses | (31,026) | (689) | (1,100) | (17,964) | − | (50,779) |
Other operating income | 7,903 | − | 1,510 | 5,926 | − | 15,339 |
Other operating expense | (14,468) | (35) | (6,726) | (215) | − | (21,444) |
Operating profit/(loss) | 38,817 | 650 | (7,574) | (11,404) | − | 20,489 |
7. Segment information (continued)
Calculation of the adjusted EBIT and adjusted EBITDA from operating profit/(loss):
For year ended 31 December 2011: | Seismic segment | DPI segment | Others | Corporate block | Adjustments and eliminations | Total |
Operating profit/(loss) | 38,817 | 650 | (7,574) | (11,404) | − | 20,489 |
Transaction related expenses | − | − | − | 4,854 | − | 4,854 |
Restructuring and redundancy costs | 726 | − | − | − | − | 726 |
Distribution of Corporate overheads | (10,303) | − | − | 10,303 | ||
Elimination of Corporate overheads pertaining to discontinued operations | − | − | − | 1,818 | − | 1,818 |
Adjusted EBIT | 29,240 | 650 | (7,574) | 5,571 | − | 27,887 |
Depreciation of property, plant and equipment | 33,417 | 29 | 1,005 | 954 | − | 35,405 |
Amortization of intangible assets | 115 | 284 | 35 | 35 | − | 469 |
Loss/(gain) on disposal of non-current assets | 11,216 | − | 8,603 | (4,267) | − | 15,552 |
Adjusted EBITDA | 73,988 | 963 | 2,069 | 2,293 | − | 79,313 |
During the year ended 31 December 2012 and 2011, the Group's revenue analysed by geographical area was follows:
2012 | 2011 | |
Russia | 583,374 | 364,629 |
Kazakhstan | 25,108 | − |
Total | 608,482 | 364,629 |
As of 31 December 2012 and 31 December 2011, the Group's goodwill, intangible assets, property, plant and equipment analysed by geographical area was as follows:
31 December | ||
2012 | 2011 | |
Russia | 606,834 | 568,258 |
Kazakhstan | 29,961 | 37,065 |
Total | 636,795 | 605,323 |
8. Goodwill
The table below presents movement in the carrying amount of goodwill:
Carrying amount | |
As at 31 December 2010 | 80,708 |
Disposed with discontinued operations | (9,470) |
Goodwill recognized in business combination | 48,646 |
Translation difference | (3,097) |
As at 31 December 2011 | 116,787 |
Translation difference | 7,011 |
As at 31 December 2012 | 123,798 |
For impairment testing purposes, goodwill acquired as a result of the business combination was attributable to one separate cash-generating unit - Seismic works.
As at 31 December 2012 and 2011, the carrying amount of goodwill was 123,798 and 116,787, respectively.
Recoverable amount of the unit has been determined by calculating value-in-use using cash-flow projections up to 2017 and terminal value of working capital and non-current assets as of the projection period end. A pre-tax discount rate of 15.00% (2011: 15.00%) derived from the weighted average cost of capital has been applied to the projected cash-flows. These calculations are based on 5-year projections and all the assumptions in relation to production volumes and pricing growth rates are determined by reference to management's past experience and industry forecasts. Terminal growth rate of 2.00% has been applied. The terminal growth rate used is consistent with the forecasts included in industry reposts.
In calculating the value-in-use of the assets, the following assumptions have been regarded as most significant: marginal income, discount rates and the growth rate used to extrapolate cash flows beyond the planned period.
Risks inherent in the oil service industry are directly related to economic conditions in the oil sector shaped by global oil prices. The key factors of risk include slumping oil prices, which cause oil companies to sharply cut their exploration costs and minor investors to quit the industry. In addition, these trends are exacerbated by deteriorating customer solvency leading to growth in receivables and a slower turnover or shortage of working capital and ultimately triggering growth in payables.
As at 31 December 2012, the Group determined that the recoverable amount of seismic assets exceeds the carrying amount of the unit and, therefore, no impairment on this unit was recognized.
With regard to the assessment of value in use cash-generating units, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
No impairment for seismic assets was recognized in 2011.
9. Intangible assets other than goodwill
As of 31 December | ||
2012 | 2011 | |
Development costs | 4,608 | 4,659 |
Software | 11,245 | 8,071 |
Other | 924 | 140 |
Total cost | 16,777 | 12,870 |
Less: accumulated amortization | (4,648) | (321) |
Total net book value | 12,129 | 12,549 |
Majority of the intangibles as at 31 December 2011 were acquired through business combination (Note 6).
10. Discontinued operations
In August 2011, the Group completed the sale of its 100 per cent interest in subsidiaries CJSC Intaneft, CJSC Agan-Burenie and CJSC Geotech-Vostochnaya Burovaya Kompaniya which performed drilling and workover services for the cash consideration of 18,353.
Results of the discontinued operations and loss on disposal were as follows:
For the period until the disposal in 2011 | |
Revenue | 25,987 |
Expenses | (29,527) |
Operating loss | (3,540) |
Finance costs | (2,462) |
Loss before tax from discontinued operation | (6,002) |
Loss on disposal of discontinued operation | (4,533) |
Loss before tax from discontinuing operations | (10,535) |
Tax income: | |
Related to current pre-tax loss | 2,165 |
Loss from discontinued operations | (8,370) |
The net cash flows incurred by discontinued operations were as follows:
For the period until the disposal in 2011 | |
Operating activities | (15,068) |
Investing activities | (1,516) |
Financing activities | 6,132 |
Net decrease in cash and cash equivalents | (10,452) |
10. Discontinued operations (continued)
The assets and liabilities of discontinued operations were as follows:
At the date of disposal | |
Property, plant and equipment | 65,278 |
Goodwill and intangible assets | 9,486 |
Inventories | 12,009 |
Trade and other receivables | 29,443 |
Cash and cash equivalents | 160 |
Total assets | 116,376 |
Loans, borrowings and leases | 35,868 |
Deferred tax liability | 1,840 |
Accounts payable and accrued liabilities | 55,782 |
Total liabilities | 93,490 |
Net assets | 22,886 |
11. Property, plant and equipment
Property, plant and equipment as at 31 December 2012 comprised the following:
Buildingsand structures | Machinery and equipment | Vehicles | Other | Construction in progress | Total | |
Gross book value | ||||||
Balance as at 31 December 2011 | 121,522 | 329,368 | 92,882 | 7,309 | 165 | 551,246 |
Additions | 2,841 | 52,306 | 5,978 | 1,933 | 4,287 | 67,345 |
Transfers | 1 | − | − | 17 | (18) | − |
Disposals | (4,798) | (14,291) | (4,433) | (602) | (8) | (24,132) |
Translation difference | 7,176 | 19,680 | 4,836 | 358 | 100 | 32,150 |
Balance as at 31 December 2012 | 126,742 | 387,063 | 99,263 | 9,015 | 4,526 | 626,609 |
Accumulated depreciationand impairment | ||||||
Balance as at 31 December 2011 | (14,355) | (54,872) | (25,398) | (2,208) | − | (96,833) |
Depreciation charge | (7,815) | (41,782) | (12,271) | (1,692) | − | (63,560) |
Disposals | 1,449 | 8,052 | 2,457 | 502 | − | 12,460 |
Translation difference | (1,160) | (4,195) | (1,443) | (213) | − | (7,011) |
Balance as at 31 December 2012 | (21,881) | (92,797) | (36,655) | (3,611) | − | (154,944) |
Net book value | ||||||
Balance as at 31 December 2011 | 107,167 | 274,496 | 67,484 | 5,101 | 165 | 454,413 |
Balance as at 31 December 2012 | 104,861 | 294,266 | 62,608 | 5,404 | 4,526 | 471,665 |
11. Property, plant and equipment (continued)
Property, plant and equipment as at 31 December 2011 comprised the following:
Buildingsand structures | Machinery and equipment | Vehicles | Other | Construction in progress | Total | |
Gross book value | ||||||
Balance as at 31 December 2010 | 97,836 | 287,226 | 59,174 | 14,776 | 408 | 459,420 |
Acquisition through business combination | 43,084 | 117,529 | 38,560 | 1,661 | − | 200,834 |
Additions | 1,669 | 17,569 | 8,750 | 1,848 | 39 | 29,875 |
Disposals | (10,183) | (13,833) | (7,480) | (588) | (293) | (32,377) |
Disposed with discontinued operations | (5,771) | (70,081) | (3,412) | (10,881) | − | (90,145) |
Translation difference | (5,113) | (9,042) | (2,710) | 493 | 11 | (16,361) |
Balance as at 31 December 2011 | 121,522 | 329,368 | 92,882 | 7,309 | 165 | 551,246 |
Accumulated depreciationand impairment | ||||||
Balance as at 31 December 2010 | (14,342) | (55,718) | (22,979) | (3,499) | − | (96,538) |
Depreciation charge | (4,981) | (25,393) | (7,939) | (1,720) | − | (40,033) |
Disposals | 2,765 | 5,284 | 2,232 | 195 | − | 10,476 |
Disposed with discontinued operations | 1,427 | 18,286 | 2,292 | 2,862 | − | 24,867 |
Translation difference | 776 | 2,669 | 996 | (46) | − | 4,395 |
Balance as at 31 December 2011 | (14,355) | (54,872) | (25,398) | (2,208) | − | (96,833) |
Net book value | ||||||
Balance as at 31 December 2010 | 83,494 | 231,508 | 36,195 | 11,277 | 408 | 362,882 |
Balance as at 31 December 2011 | 107,167 | 274,496 | 67,484 | 5,101 | 165 | 454,413 |
Property, plant and equipment of the acquired subsidiaries were initially recognized at fair value determined by an independent appraiser. Fair value was determined by reference to market-based evidence.
The Group leases production equipment under a number of finance lease agreements. At the end of each of the leases the Group has the option to purchase the equipment at a beneficial price.
The following is the analysis of the property, plant and equipment under finance leases recognized in Property, plant and equipment:
As of 31 December | ||
2012 | 2011 | |
Buildings and structures | 1,491 | 1,475 |
Machinery and equipment | 9,100 | 24,247 |
Vehicles | 12,737 | 13,744 |
Other | 1,615 | 1,324 |
Total cost | 24,943 | 40,790 |
Less: accumulated depreciation | (6,626) | (5,621) |
Total net book value of leased property | 18,317 | 35,169 |
Collateral
Properties with a carrying amount of 52,684 are subject to a registered debenture to secure bank loans (2011: 37,873) (Note 31).
12. Investments in associates
The Group's equity associates were as follows:
As at 31 December | ||
2012 | 2011 | |
OJSC Sibneftegeofizika | 39.5% | 39.5% |
OJSC Stavropolneftegeofizika | 25.4% | 25.4% |
As a result of a business combination, in December 2011 the Group acquired 25.4% ownership interest in OJSC Stavropolneftegeofizika, which was accounted for as acquisition of associate at the fair value determined at the date of business combination amounting to 5,420 (Note 6).
Movements in the carrying value of the Group's investments in associate are summarized in the table below:
2012 | 2011 | |
Carrying amount at the beginning of the year | 21,574 | 21,861 |
Share in profit/(loss), net of income tax | 6,399 | (4,735) |
Acquired in a business combination | − | 5,420 |
Translation difference | 1,230 | (972) |
Carrying amount at the end of the year | 29,203 | 21,574 |
Summarized statement of financial position of OJSC Sibneftegeofizika
As at 31 December | ||
2012 | 2011 | |
Non-current assets | 51,827 | 52,486 |
Current assets | 51,144 | 42,831 |
Total assets | 102,971 | 95,317 |
Non-current liabilities | (36,191) | (13,785) |
Current liabilities | (34,066) | (65,928) |
Total liabilities | (70,257) | (79,713) |
Summarized statement of comprehensive income of OJSC Sibneftegeofizika
2012 | 2011 | |
Total revenues | 65,084 | 52,872 |
Profit/(loss) for the period | 16,349 | (11,987) |
12. Investments in associates (continued)
Summarized statement of financial position of OJSC Stavropolneftegeofisika
As at 31 December | ||
2012 | 2011 | |
Non-current assets | 7,177 | 7,994 |
Current assets | 7,322 | 5,241 |
Total assets | 14,499 | 13,235 |
Non-current liabilities | (1,061) | (2,794) |
Current liabilities | (5,546) | (2,869) |
Total liabilities | (6,607) | (5,663) |
Summarized statement of comprehensive income of OJSC Stavropolneftegeofisika
2012 | 2011 | |
Total revenues | 15,653 | 14,459 |
(Loss)/profit for the period | (233) | 24 |
13. Income tax
Income tax benefit/(expense) for the years ended 31 December comprised the following:
2012 | 2011 | |
Current income tax expense | (1,816) | (3,716) |
Provisions and others | (1,123) | (6,880) |
Deferred income tax benefit | 11,547 | 2,045 |
Total income tax benefit/(expense) | 8,608 | (8,551) |
Reconciliation of effective tax rate is presented below:
2012 | 2011 | |
Profit/(loss) profit before tax | 3,915 | (35,094) |
Income tax at the Company's tax rate(20% from Russian operations) | (783) | 7,019 |
Non-taxable gain from disposal of non-current assets | − | (594) |
Deferred tax assets on tax loss not recognized | (1,347) | (1,935) |
Adjustments in respect to current income tax of previous years | (72) | (5,647) |
Recognised deferred tax asset on tax loss for the prior periods | 5,760 | − |
Other non-deductible income and expenses | 5,050 | (7,394) |
Income tax benefit/(expense) | 8,608 | (8,551) |
In the context of the Group's current structure, tax losses and current tax assets of the different subsidiaries may not be set off against current tax liabilities and taxable profits of other subsidiaries and, accordingly, taxes may accrue even where there is a net consolidated tax loss. Therefore, deferred tax asset of one company of the Group is not offset against deferred tax liability of another company.
13. Income tax (continued)
Due to tax losses sustained in the year, no tax liability arises on the Company. Losses in respect of the years up to 2007, which were not set off against profits up to the years 2012, may not be carried forward to the year 2013. As far as the Russian subsidiaries are concerned, tax loss carry forwards available for utilization expire in 2013-2022. Certain deductible temporary differences, unused tax losses or credits for which no deferred tax asset is recognised as of 31 December 2012 amounts to 6,735 (31 December 2011: 9,675).
At 31 December 2012, there was no recognised deferred tax liability (2011: Nil) for taxes that would be payable on the unremitted earnings of the Group's subsidiaries. The Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future to the full extent. As of 31 December 2012 temporary differences associated with investments associates, for which no deferred tax asset is recognised comprises 7,500 (31 December 2011: 13,102).
Deferred tax relates to the following:
Consolidated statement of financial position | ||
As at 31 December | ||
2012 | 2011 | |
Deferred tax assets and liabilities | ||
Trade and other receivables | 2,751 | 10,066 |
Inventories | 21,871 | 15,612 |
Trade and other payables | 985 | 2,363 |
Provisions | 572 | 1,166 |
Tax loss | 18,389 | 12,663 |
Other items | 6,017 | 2,800 |
Property, plant and equipment | (48,107) | (59,939) |
Trade and other receivables | (24,852) | (16,888) |
Other items | (225) | (1,631) |
Net deferred tax assets/(liabilities) | (22,599) | (33,788) |
Reflected in the statement of financial position as follows: | ||
Deferred tax assets | 12,580 | 10,164 |
Deferred tax liabilities | (35,179) | (43,952) |
Consolidated income statement | ||
2012 | 2011 | |
Deferred tax assets | ||
Trade and other receivables | (7,526) | 990 |
Inventories | 6,440 | 425 |
Trade and other payables | (1,418) | (206) |
Provisions | (611) | 104 |
Tax loss | 5,927 | − |
Other items | 3,310 | 1,406 |
Deferred tax liabilities | ||
Property, plant and equipment | 12,173 | 1,254 |
Trade and other receivables | (8,195) | (2,718) |
Other items | 1,447 | 790 |
Deferred income tax benefit | 11,547 | 2,045 |
13. Income tax (continued)
The table below presents movement in the deferred tax positions:
2012 | 2011 | |
Net deferred tax liability as at the beginning of the period | (33,788) | (27,753) |
Deferred income tax benefit for the period | 11,547 | 2,045 |
Net deferred tax liability acquired on business combination (Note 6) | − | (15,616) |
Disposed with discontinued operations (Note 10) | − | 1,840 |
Revision of purchase price allocation (Note 5) | − | 3,510 |
Translation difference (recognized in Other comprehensive income) | (358) | 2,186 |
Net deferred tax liability as at end of the period | (22,599) | (33,788) |
14. Inventories
Inventories at 31 December comprised the following:
2012 | 2011 | |
Raw materials, fuel and spare parts(net of provision for obsolescent and slow-moving items) | 67,160 | 62,796 |
Work-in-progress | 2,093 | 612 |
Finished goods and goods for resale | 1,020 | 1,200 |
Total | 70,273 | 64,608 |
The amount of inventories recognized in cost of sales in 2012 and 2011 was 98,215 and 54,149 respectively. The amount of provision for inventory obsolescence was 1,006 as at 31 December 2012 (31 December 2011: 130).
15. Accounts receivable and prepayments
Trade and other receivables as at 31 December comprised the following:
2012 | 2011 | |
Financial receivables: | ||
Trade receivables (net of bad debt provision) (Note 30) | 65,005 | 120,232 |
Other receivables | 8,738 | 13,667 |
Non-financial receivables: | ||
Amounts due from customers for construction works | 143,348 | 110,703 |
Advances issued | 13,499 | 14,494 |
Total | 230,590 | 259,096 |
Trade receivables are non-interest bearing and are normally settled within 12 months from the origination date. Receivables are presented net of provision for impairment of 5,081 and 6,479 as at 31 December 2012 and 31 December 2011, respectively.
15. Accounts receivable and prepayments (continued)
See below the movements in the provision for impairment of receivables and prepayments:
At 31 December 2010 | 5,083 |
Charge for the period | 4,046 |
Written off for the period | (2,793) |
Translation difference | 143 |
At 31 December 2011 | 6,479 |
Charge for the period | 1,791 |
Written off for the period | (2,904) |
Translation difference | (285) |
At 31 December 2012 | 5,081 |
16. Other financial assets
Financial assets as at 31 December comprised the following:
Loans and receivables | 2012 | 2011 |
Loans issued to related parties | − | 4,635 |
Loans issued to third parties | 6,742 | 2,184 |
Other financial assets | 20 | 12 |
6,762 | 6,831 |
Loans issued to third and related parties are unsecured and mature within one year and bear interest rate between 12% and 14%.
17. Cash and cash equivalents
Cash and cash equivalents as at 31 December comprised the following:
2012 | 2011 | |
Cash in hand | 115 | 58 |
Cash denominated in RUR | 14,014 | 12,235 |
Cash denominated in USD | 124 | 282 |
Cash denominated in EUR | 26 | 4 |
Cash denominated in other currencies | 1,735 | 599 |
Short-term deposits in RUR | 2,601 | 9 |
Total | 18,615 | 13,187 |
18. Share capital
As discussed in Note 6, these financial statements are presented as a continuation of Geotech Holding JSC with one adjustment, which is to adjust retrospectively Geotech Holding JSC share capital to reflect the legal capital of IGSS.
As of 31 December 2009 and 1 January 2009 the authorized and issued share capital of IGSS was USD 10,000 divided into 10,000 ordinary shares of USD 1 each. On September 2010 authorized and issued share capital increased from USD 10,000 divided into 10,000 ordinary shares ofUSD 1 each to USD 100,000 divided into 10,000,000 ordinary shares of USD 0.01 each.
18. Share capital (continued)
On 30 December 2011 as a result of a business combination, IGSS issued additional 10,833,400 ordinary shares of USD 0.01 each as a consideration for total outstanding shares of issued share capital of Geotech Holding JSC. As a result, as of 31 December 2011 the authorized and issued share capital was USD 208,334 divided into 20,833,400 ordinary shares of USD 0.01 each.
The following table summarizes the change in share capital for the years ended 31 December 2012 and 2011as follows:
Number of shares, units | Share capital | Share premium | |
Changes during 2009 | |||
Subscription of Shares of IGSS | 3,000 | 3 | − |
Changes during 2010 | |||
Shares split 1:100 | 300,000 | 3 | − |
Ordinary shares issued and paid | 9,700,000 | 97 | 223,903 |
Changes during 2011 | |||
Ordinary shares issued and paid | 10,833,400 | 108 | 219,809 |
Balance at 31 December 2011 | 20,833,400 | 208 | 443,712 |
Balance at 31 December 2012 | 20,833,400 | 208 | 443,712 |
GDRs
On 11 December 2012 the Company's GDRs were admitted to the Official List maintained by the UK Listing Authority and started trading on the London Stock Exchange's main market at 8.00 a.m. London Time on 12 December 2012.
The issued share capital of the Company consists of 20,833,400 shares with a nominal value of US$0.01 per share.
Global Depositary Receipts (GDRs) of the Company representing two ordinary shares each are listed and traded on the Main Market of the London Stock Exchange under the ticker IGSS (Bloomberg: IGSS LI, Reuters: IGSSq.L).
There were no changes in share capital through year ended 2012. Share premium reserve is not available for distribution by way of dividends.
Reverse acquisition reserve
As of 31 December 2010, 2009 and 1 January 2009 reverse acquisition reserve comprises the difference between the issued share capital of IGSS and issued share capital ofGeotech Holding JSC. As of 31 December 2011 reverse acquisition reserve represents the aggregate of fair value of consideration transferred in a business combination and issued share capital of Geotech Holding JSC immediately before the business combination less issued share capital of IGSS as of 31 December 2011.
Other non-distributable reserves
In March 2008 the parent Company of Geotech Holding JSC, Geotech Oil Services Holding contributed cash to its wholly owned subsidiary in the amount of 94,979 which was recorded in Equity as other non-distributable reserves as of 1 January 2009.
19. Loans and borrowings
Long-term and short-term borrowings as at 31 December comprised the following:
Security | Effectiveinterest rate | 2012 | |
Current liabilities | |||
Short-term bank loans | secured | 9.8%-12.5% | 125,851 |
Current portion of long-term bank loans | 35,929 | ||
Short-term interest payable | 273 | ||
Total short-term loans and borrowings | 162,053 | ||
Non-current liabilities | |||
Long-term bank loans | secured | 9.5%-12.5% | 225,799 |
225,799 | |||
Total loans and borrowings | 387,852 |
Security | Effectiveinterest rate | 2011 | |
Current liabilities | |||
Short-term bank loans | secured | 9.5%-12.5% | 88,830 |
Short-term borrowings | unsecured | 12% | 5,074 |
Current portion of long-term bank loans | 53,574 | ||
Short-term interest payable | 408 | ||
Total short-term loans and borrowings | 147,886 | ||
Non-current liabilities | |||
Long-term bank loans | secured | 9.5%-12.5% | 204,313 |
204,313 | |||
Total loans and borrowings | 352,199 |
All loans and borrowings presented in the table above are at fixed rates and are denominated in Russian Rubles.
Terms and debt repayment schedule
Long-term loans and borrowings are payable in the following periods:
2012 | 2011 | |
1 to 2 years | 120,947 | 133,095 |
3 to 5 years | 104,852 | 71,218 |
Total | 225,799 | 204,313 |
Pledge obligations and description of security are disclosed in Note 31.
20. Finance leases
The Group leases property, plant and equipment under finance lease agreements denominated in RUR and USD.
As at 31 December 2012, the amount of future minimum payments under the financial lease agreements and the discounted value of the minimum lease payments are as follows:
Future minimum lease payments | Futureinterest | Present value of minimum lease payments | |
Within one year | 6,136 | 500 | 5,636 |
In the second to fifth years inclusive | 333 | 28 | 305 |
6,469 | 528 | 5,941 |
The weighted average rate implicit in the lease agreements as at 31 December 2012 was 19%.
As at 31 December 2011, the amount of future minimum payments under the financial lease agreements and the discounted value of the minimum lease payments are as follows:
Future minimum lease payments | Futureinterest | Present value of minimum lease payments | |
Within one year | 14,889 | 1,774 | 13,115 |
In the second to fifth years inclusive | 4,467 | 337 | 4,130 |
19,356 | 2,111 | 17,245 |
The weighted average rate implicit in the lease agreements as at 31 December 2011 was 19%.
21. Accounts payable and promissory notes payable
Trade and other payables as at 31 December comprised the following:
2012 | 2011 | |
Trade payables | 91,293 | 71,330 |
Amounts due to customers under construction contracts | 2,759 | 5,856 |
Advances received | 8,943 | 6,855 |
Payables to employees | 21,584 | 30,883 |
Other payables | 3,627 | 9,719 |
Total | 128,206 | 124,643 |
Trade payables are non-interest bearing and are normally settled on 60-day terms. Other payables are non-interest bearing and have an average term of six month.
In 2010-2012 the Group used its own notes to acquire seismic equipment. As at 31 December, notes issued comprised the following:
Interest rate | As at 31 December | ||
2012 | 2011 | ||
Long-term promissory notes payable | 7% | 9,719 | 14,619 |
Short-term promissory notes payable | 7% | 5,621 | 5,884 |
Total | 15,340 | 20,503 |
22. Other taxes payable
As at 31 December other taxes and charges payable comprised the following:
2012 | 2011 | |
Value-added tax payable | 32,380 | 43,235 |
Property tax payable | 1,267 | 1,335 |
Personal income tax payable | 7,373 | 11,807 |
Social taxes payable | 4,541 | 8,257 |
Other taxes and charges | 1,086 | 1,431 |
Total | 46,647 | 66,065 |
23. Construction type contracts
The Group sales include revenues from seismic contracts of 578,686 and 349,373 for 2012 and 2011, respectively. The status of engineering and service contracts in progress as at 31 December 2012 and 2011 is presented below:
As at 31 December | ||
2012 | 2011 | |
Costs under contracts in progress at the reporting date | 184,808 | 208,585 |
Recognized profits less recognized loss under contracts in progress at the reporting date | 40,558 | 59,385 |
Balance of advances received | 5,503 | 7,899 |
24. Revenue
Revenue for the years ended 31 December comprised the following:
2012 | 2011 | |
Field seismic operations | 578,686 | 349,373 |
Processing and interpretation of geophysical information | 20,836 | 9,451 |
Other revenue | 8,960 | 5,805 |
Total | 608,482 | 364,629 |
25. Cost of sales
Cost of sales for the years ended 31 December comprised the following:
2012 | 2011 | |
Labor and wages, including mandatory social contribution | 182,330 | 109,862 |
Materials and supplies | 98,210 | 54,149 |
Oilfield services | 83,565 | 65,740 |
Depreciation of property, plant and equipment and amortization of intangible assets | 63,172 | 30,022 |
Transportation services | 23,557 | 12,404 |
Operating lease | 15,810 | 5,469 |
Other third parties services | 17,687 | 7,002 |
Loss from the contract in Yemen | 1,817 | − |
Other | 3,652 | 2,608 |
Total | 489,800 | 287,256 |
From February 2011 until the date of these consolidated financial statements there has been a political unrest in Yemen and during this period the Group had to suspend its operating activities and bear expenses related to maintaining its operating base in the country. As the current situation in Yemen remains tight the Group has decided to cease the work and withdraw from the location.
26. General and administrative expenses
General and administrative expenses for the years ended 31 December comprised the following:
2012 | 2011 | |
Labor and wages, including mandatory social contribution | 38,833 | 26,482 |
Third party services | 9,972 | 8,933 |
Taxes, other than income tax | 5,434 | 3,422 |
Depreciation of property, plant and equipment andamortization of intangible assets | 2,921 | 5,852 |
Operating lease | 2,869 | 2,375 |
Bank charges | 895 | 802 |
Bad receivables write-offs and provisions | 9,921 | 453 |
Other | 3,500 | 2,460 |
Total | 74,345 | 50,779 |
Third party services for 2012 include audit fees in relation to IFRS and statutory accounts equal to 847 and 389, respectively (2011: 871 and 468). During 2012 the Company has also incurred 397 for other non-audit services in relation to the GDRs admission to LSE. During 2011 the Company has incurred 445 for other non-audit services, 13 for other assurance services(2012: 0) and 10 for tax services (2012: 0). Transaction costs of 1,677 including non-audit fees above (2011: 4,854) have also been included within third party services (Note 6).
27. Other operating income and expenses
Other operating income for the years ended 31 December comprised the following:
2012 | 2011 | |
Penalties and fines received | 79 | 426 |
Restoration of provision for probable claims from tax authorities | 810 | 2,272 |
Other income | 13,160 | 12,641 |
Total | 14,049 | 15,339 |
Other operating income earned in 2012 includes 3,216 (2011: 4,979) income, related to government grants received for development of pulse non-explosive seismic exploration technology which is being developed in collaboration withSiberian Federal University. No unfulfilled conditions or contingencies attaching to government grant exist as of reporting date. Also during 2012 the Group has written-off certain accounts payable of 6,291 due to expiry of the statute of limitations (2011: 1,520) and income on disposal of certain non-current assets of 815 (2011: 3,945).
Other operating expenses for the years ended 31 December comprised the following:
2012 | 2011 | |
Loss on disposals of property, plant and equipment and other non‑current assets | 5,655 | 16,417 |
Penalties and fines paid | 6,087 | 1,428 |
Provision for probable claims from tax authorities | 409 | 699 |
Other expenses | 4,888 | 2,900 |
Total | 17,039 | 21,444 |
Penalties and fines relate to additional charges for breach in contractual obligations with counterparties in a normal course of business and additional non-income tax charges.
28. Finance income and expenses
Finance income and expenses for the years ended 31 December comprised the following:
2012 | 2011 | |
Interest income | 802 | 942 |
Gain from redemption of promissory notes | − | 1,255 |
Total finance income | 802 | 2,197 |
Interest expense on loans and borrowings | 43,022 | 35,841 |
Unwinding of discount of promissory notesfor acquisition of subsidiaries | − | 9,661 |
Bank charges on loans and loan accounts | 1,163 | 1,670 |
Interest expense on finance lease | 2,056 | 4,036 |
Total finance expenses | 46,241 | 51,208 |
Net finance expenses | 45,439 | 49,011 |
29. Earnings per share
The information on the earnings and number of shares used for determining basic and dilutive earnings per share is presented below:
2012 | 2011 | |
Net profit/(loss) attributable to ordinary equity holders of the parent from continuing operations | 11,840 | (40,842) |
Loss profit attributable to ordinary equity holders of the parent from a discontinued operation | − | (8,370) |
Effect of dilution | − | − |
Net profit/(loss) attributable to ordinary equity holders of the parent adjusted to the effect of dilution | 11,840 | (49,212) |
2012 | 2011 | |
Weighted average number of ordinary sharesfor basic earnings per share | 20,833,400 | 10,860,797 |
Effect of dilution | − | − |
Weighted average number of ordinary sharesadjusted to the effect of dilution | 20,833,400 | 10,860,797 |
In calculating the weighted average number of ordinary shares outstanding during the period in which the reverse acquisition occurs:
• the number of ordinary shares outstanding from the beginning of that period to the acquisition date were computed on the basis of the weighted average number of ordinary shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and
• the number of ordinary shares outstanding from the acquisition date to the end of that period were the actual number of ordinary shares of the legal acquirer (the accounting acquiree) outstanding during that period.
The basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition were calculated by dividing:
• the profit or loss of the legal acquiree attributable to ordinary shareholders in each of those periods by;
• the legal acquiree's historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the acquisition agreement.
No other transactions with ordinary shares or potential ordinary shares were performed between the reporting date and the date of these financial statements.
30. Financial instruments
The Group's financial instruments comprise accounts receivable and payable, loans receivable, loans payable, and cash, which arise directly from its operations. During the reporting year, the Group did not undertake trading in financial instruments.
Credit risk
Financial assets, which potentially subject Group entities to credit risk, consist principally of trade receivables (Note 15).
The Group has policies in place to ensure that sales of services are made to customers with an appropriate credit history. The carrying amount of accounts receivable, net of provision for impairment of receivables, represents the maximum amount exposed to credit risk. The Group has no significant concentrations of credit risk. Although collection of receivables could be influenced by economic factors, management believes that there is no significant risk of loss to the Group beyond the allowance already recorded.
The aging of accounts receivable at the reporting date was:
31 December 2012 | 31 December 2011 | |||
Gross | Impairment | Gross | Impairment | |
Current | 73,743 | − | 133,899 | − |
Past due | 2,702 | 2,702 | 5,051 | 5,051 |
Interest rate risk
The Group is not exposed to upward interest rate risk through market value fluctuations of interest-bearing loans payable because the interest rates on long-term loans are being fixed. Corresponding disclosures are shown in Note 19. As at 31 December 2012 the Group did not hedge its interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with its financial liabilities. Liquidity requirements are monitored on a regular basis and management ensures that sufficient funds are available to meet any commitments as they arise.
The following table shows the undiscounted contractual maturities of liabilities as at 31 December 2012:
0-6 months | 7-12 months | 2 to 5 years | Over 5 years | Total | |
Bank loans | 113,884 | 47,896 | 225,799 | − | 387,579 |
Interest payable | 20,082 | 12,722 | 9,353 | − | 42,157 |
Notes payable | 2,902 | 2,719 | 9,719 | − | 15,340 |
Lease liabilities | 3,382 | 2,254 | 305 | − | 5,941 |
Trade accounts payable | 91,293 | − | − | − | 91,293 |
Other payables | 3,627 | − | − | − | 3,627 |
Total | 235,170 | 65,591 | 245,176 | − | 545,937 |
30. Financial instruments (continued)
Liquidity risk (continued)
The following table shows the undiscounted contractual maturities of liabilities as at 31 December 2011:
0-6 months | 7-12 months | 2 to 5 years | Over 5 years | Total | |
Bank loans | 86,424 | 55,980 | 204,313 | − | 346,717 |
Interest-bearing borrowings | 5,037 | 37 | − | − | 5,074 |
Interest payable | 21,893 | 15,117 | 23,965 | − | 60,975 |
Notes payable | 3,073 | 2,811 | 14,619 | − | 20,503 |
Lease liabilities | 7,869 | 5,246 | 4,130 | − | 17,245 |
Trade accounts payable | 71,330 | − | − | − | 71,330 |
Other payables | 9,719 | − | − | − | 9,719 |
Total | 205,345 | 79,191 | 247,027 | − | 531,563 |
Foreign currency risk
The Group is not engaged in any significant hedging activity to mitigate its foreign currency risk. The Group limits foreign currency risk by monitoring changes in exchange rates in the currencies in which its loans and borrowings are denominated.
As at 31 December 2012 and 2011 the Group has the following USD‑denominated financial assets and liabilities:
As at 31 December | ||
2012 | 2011 | |
Accounts receivable | 5,322 | 4,026 |
Finance lease liability | (2,788) | (7,843) |
Accounts payable | (7,114) | (980) |
As at 31 December 2012 and 2011 the Group has the following EUR‑denominated financial assets and liabilities:
As at 31 December | ||
2012 | 2011 | |
Accounts receivable | 15 | − |
Accounts payable | (13,063) | (277) |
Sensitivity analysis
The following demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate, with all other variables held constant, of the Group's profit before tax (due to changes in the fair value of monetary assets and liabilities).
As at 31 December 2012, it is estimated that a 10.72% strengthening of RUR against USD, with all other variables held constant, would increase the Group's profit for the year by 480 (2011: 12.5% increase by 623). This analysis has been determined assuming that the change in foreign exchange rates had occurred at the reporting date and had been applied to the foreign currency balances to which the Group has significant exposure as stated above, and that all other variables, in particular interest rates, remain constant.
30. Financial instruments (continued)
Sensitivity analysis (continued)
Respective weakening of the RUR against USD at 31 December 2012 and 2011 would have had the opposite effect on the amounts shown above in the amount of 480 and 623 respectively, on the basis that all other variables remain constant.
Change ofRUR to USD exchange rate, % | Effect on income/(loss) before tax | |
2012 | +10.72% | (480) |
-10.72% | 480 | |
2011 | +12.5% | (623) |
-12.5% | 623 |
The following demonstrates the sensitivity to a reasonably possible change in the EUR exchange rate, with all other variables held constant, of the Group's profit before tax (due to changes in the fair value of monetary assets and liabilities).
As at 31 December 2012, it is estimated that a 9.49% strengthening of RUR against EUR, with all other variables held constant, would increase the Group's profit for the year by 1,247(2011: 0). This analysis has been determined assuming that the change in foreign exchange rates had occurred at the reporting date and had been applied to the foreign currency balances to which the Group has significant exposure as stated above, and that all other variables, in particular interest rates, remain constant.
Respective weakening of the RUR against EUR at 31 December 2012 and 2011 would have had the opposite effect on the amounts shown above in the amount of 1,247 and 0 respectively, on the basis that all other variables remain constant.
Change ofRUR to EUR exchange rate, % | Effect on income/(loss) before tax | |
2012 | +9.49% | (1,247) |
-9.49% | 1,247 | |
2011 | +11.77% | − |
-11.77% | − |
Fair value of financial instruments
The management believes that the fair value of the Group's financial assets and liabilities approximates their carrying amounts.
Capital management
The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to maintain an optimal capital structure to reduce cost of capital and to support its business and maximize shareholder value.
30. Financial instruments (continued)
Capital management (continued)
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group's current policy is not to pay any dividends.
The Group monitors capital using a range of ratios, including gearing ratio, which is net debt divided by total equity plus net debt. Within net debt the Group includes loans payable, promissory notes and finance lease obligations, less cash and cash equivalents.
As at 31 December | ||
2012 | 2011 | |
Loans and borrowings payable | 387,852 | 352,199 |
Notes issued | 15,340 | 20,503 |
Finance lease obligations | 5,941 | 17,245 |
Less: cash and cash equivalents | (18,615) | (13,187) |
Net debt | 390,518 | 376,760 |
Total equity | 372,808 | 351,470 |
769,929 | 728,230 | |
Total equity and net debt | 763,326 | 728,230 |
Gearing ratio | 0.51 | 0.52 |
31. Risks, commitments and contingencies
Operating environment of the Group
Whilst there have been improvements in the Russian economic situation, such as an increase in gross domestic product and a reduced rate of inflation, Russia continues economic reforms and development of its legal, tax and regulatory frameworks as required by a market economy. The future stability of the Russian economy is largely dependent upon these reforms and developments and the effectiveness of economic, financial and monetary measures undertaken by the government.
Liquidity
The Russian economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. The global financial crisis has resulted in capital markets instability, significant deterioration of liquidity in the banking sector, and tighter credit conditions within Russia. While the Russian Government has introduced a range of stabilization measures aimed at providing liquidity and supporting debt refinancing for Russian banks and companies, there continues to be uncertainty regarding the access to capital and cost of capital for the Group and its counterparties, which could affect the Group's financial position, results of operations and business prospects.
While management believes it is taking appropriate measures to support the sustainability of the Group's business in the current circumstances, unexpected further deterioration in the areas described above could negatively affect the Group's results and financial position in a manner not currently determinable.
31. Risks, commitments and contingencies (continued)
Taxation
Legislation and regulations regarding taxation in Russia continue to evolve. The various legislation and regulations are not always clearly written and their interpretation is subject to the opinions of the local, regional and national tax authorities. Instances of inconsistent opinions are not unusual.
The current regime of penalties and interest related to reported and discovered violations of Russia's laws, decrees and related regulations is severe. Interest and penalties are levied when an understatement of a tax liability is discovered. As a result, the amounts of penalties and interest can be significant in relation to the amounts of unreported taxes.
In Russia tax returns remain open and subject to inspection for a period of up to three years. The fact that a year has been reviewed does not close that year, or any tax return applicable to that year, from further review during the three-year period.
The new Russian transfer pricing legislation, which came into force on 1 January 2012, allows the Russian tax authority to apply transfer pricing adjustments and impose additional profits tax liabilities in respect of all "controlled" transactions if the transaction price differs from the market price.
The list of "controlled" transactions includes transactions performed with related parties and foreign trade transactions. The adopted Russian transfer pricing rules have considerably increased the compliance burden for the taxpayer compared to the transfer pricing rules which were in effect before 2012 due to, inter alia, shifting the burden of proof from the Russian tax authorities to the taxpayers. Pursuant to the new rules, the taxpayer shall justify the prices applied for such transactions. These rules are applicable not only to the transactions taking place in 2012 but also to the prior transactions with related parties if related income and expenses were recognized in 2012. The new provisions apply for both foreign trade and domestic transactions. For domestic transactions the transfer pricing rules apply only if the amount of all transaction with related party exceeds RUR 3 billion in 2012. In cases where the domestic transaction resulted in an accrual of additional tax liabilities for one party, another party could correspondingly adjust its profit tax liabilities. Special transfer pricing rules apply to transactions with securities and derivatives.
In 2012, the Company determined its tax liabilities arising from these "controlled" transactions using actual transaction prices under such loan agreements. The Company prepared and submitted to the Federal Tax Service a draft Pricing Agreement for the Company's controlled purchases of oil from the Group's subsidiaries. As for other controlled transactions, control procedures to ensure consistency between the prices used in the controlled transaction prices and the level of market prices for the purposes of taxation have been developed and approved. The activities performed focus on minimizing tax risks.
Overall, management believes that the Group has paid or accrued all taxes that are applicable. For taxes where uncertainty exists, the Company has accrued tax liabilities based on management's best estimate of the probable outflow of resources embodying economic benefits, which will be required to settle these liabilities. Possible liabilities which were identified by management at the reporting dates as those that can be subject to different interpretations of the tax laws and regulations and are not accrued in the consolidated financial statements for year 2011 and 2012 could be up to 30,724 and 35,847, respectively.
31. Risks, commitments and contingencies (continued)
Compliance with covenants
The Group is subject to certain covenants related to its loans. Non-compliance with such covenants may result in negative consequences for the Group including claims for early repayment. The Group is in compliance with covenants as of 31 December 2012 and 31 December 2011.
Insurance
The insurance industry in the Russian Federation is in a developing state and many forms of insurance protection common in other parts of the world are not yet generally available. The Group does not have full coverage for its plant facilities, business interruption, or third party liability in respect of property or environmental damage arising from accidents on Group property or relating to Group operations. Until the Group obtains adequate insurance coverage, there is a risk that the loss or destruction of certain assets could have a material adverse effect on the Group's operations and financial position.
Financial guarantees
In December 2009, the Group purchased remote measurement equipment from Sercel S.A., a French manufacturer. As of 31 December 2012, this equipment is recognized in property, plant and equipment of the Group in the amount of 5,206. Financial leasing company "Kuznetsky most" entered into a loan agreement with OJSC Metkombank for the purpose of purchasing this equipment from the Group with its further transfer to the Group under finance lease. The Group acts as a guarantor for liabilities of the leasing company to OJSC Metkombank, surety period is 36 months.
Litigation
Group companies remain as a defendant in legal actions filed through 2010-2013 against them by a number of third parties.
Management believes that there are no current claims outstanding, which could have a material effect on the consolidated results of operations or consolidated financial position of the Group and which have not been accrued or disclosed in these consolidated financial statements.
Pledge obligations
Pledged property, plant and equipment
As at 31 December 2012 the Group entered into a number of loan agreements and revolving credit line agreements, which were secured by the Group's property, plant and equipment. The carrying value of the property, plant and equipment pledged at the reporting date amounts to 52,684 (2011: 37,873).
Pledged rights to claim cash
As at 31 December 2012 the Group entered into a number of loan agreements and revolving credit line agreements, which were secured by the pledge of property rights representing rights to claim cash under the customer agreements for conducting seismic works. The pledged rights to claim cash at the reporting date amount to 280,654 (2011: 312,866).
31. Risks, commitments and contingencies (continued)
Pledge obligations (continued)
Pledged shares
For the purpose of presentation in these financial statements, the value of pledged shares is based on the value of net assets (hereinafter, NAV) held by each of its subsidiaries, determined in accordance with International Financial Reporting Standards as at 31 December 2012.
The list and value of shares of subsidiaries, which are pledge obligation for loan agreements are presented below:
• 85.24% shares of OJSC Narian-Marseismorazvedka (as at 31 December 2012,NAV of the shares amounts to 26,506) (2011: 28,451);
• 68.90% shares of OJSC Khantymansiyskgeofizika (as at 31 December 2012,NAV of the shares amounts to 22,580) (2011: 21,079).
32. Related party transactions
The nature of the related party relationship for those related parties with whom the Group entered into transactions or had balances outstanding at 31 December 2012 and 31 December 2011 are detailed below.
The Group's related party transactions are disclosed below:
Revenue
Associated company | ||
2012 | 2011 | |
Operating lease services | 282 | 1,039 |
Companies under control of the controlling shareholder | ||
2012 | 2011 | |
Field seismic operations | − | 417 |
Operating lease services | 89 | 100 |
Other revenue | 109 | 728 |
Interest income on loans | 305 | 804 |
Total | 503 | 2,049 |
Expenses
Associated company | ||
2012 | 2011 | |
Services rendered | 9,620 | 20,704 |
Companies under control of the controlling shareholder | ||
2012 | 2011 | |
Interest expense on loans | 17 | 1,093 |
32. Related party transactions (continued)
Outstanding balances
Associated company | ||
31 December 2012 | 31 December 2011 | |
Accounts receivable | 336 | 2,494 |
Advances issued | 20 | − |
Accounts payable | (100) | (7,556) |
Accounts payable | (52) | − |
Companies under control of the controlling shareholder | ||
31 December 2012 | 31 December 2011 | |
Accounts receivable | − | 2,518 |
Loans given (incl. interest amount) | − | 4,680 |
Accounts payable | − | (1,766) |
Advances received | − | (330) |
Loans received (incl. interest amount) | − | (179) |
All outstanding balances with related parties are to be settled in cash or through services rendered in case of advances within six months after the reporting date. None of the balances is secured.
In August 2011 Company sold its drilling subsidiaries to Geotech Oil Service Holding which is a related party to the Company under IAS 24 Related Party Disclosures. Details of the transaction are described in Note 10. All settlements were maintained as of the reporting date.
As a result of the Company's GDRs admission to the London Stock Exchange (Note 18) controlling shareholder ceased to exist effective from December 2012.
Pricing policy
Related party transactions are based on market prices and are effected on an arm's length basis in a manner similar to transactions with third parties.
Key management personnel
The Company enters into transactions with its directors and other key management personnel in the normal course of business. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly and includes Chief Executive Officer, Executive Director, members of the Board of Directors, Chief Financial Officer and Vice-Presidents of the Company. In 2012, remuneration paid to key management personnel amounted to 2,566 (2011: 2,143).
33. Events subsequent to the reporting date
Financing
During the period subsequent to the reporting date the Group has entered in number of credit agreements primarily with Sberbank and Nomos Bank. The amount of financing raised approximates up to 39,380. Loans are RUR and EUR denominated and mature from 3 months to 5 years and bear interest rate from 2.4% to 10.4% per annum.
Eurogroup's financial programme for Cyprus
Cyprus and the Eurogroup reached an agreement on 25 March 2013 on a package of measures intended to restore the viability of the financial sector and sound public finances overthe coming years.
Cyprus and the Troika (i.e. the EU, the International Monetary Fund and the European Central Bank) reached an agreement on the final terms of a memorandum of understanding in order to implement the agreement.
The financial assistance that Cyprus will be receiving is up to €10bn and is subject to a bank restructuring program. The memorandum was approved on 12 April 2013 and, subject to the completion of national procedures, the first inflow of funds will be in mid May.
The package of measures includes the following:
Tax and other fiscal measures
Cyprus, subject to approval by the Cypriot Parliament, will take a number of fiscal measures including increases in the tax rates as follows:
• corporate income tax rate (from 10% to 12.5%);
• special contribution on passive interest income received by tax residents (from 15% to 30%);
• rates of tax on immovable property located in Cyprus.
Other measures include:
• reduction of salaries and increased contributions in the public and semi-governmental sector;
• pension reforms;
• reforms on the wage indexation system;
• privatization of semi-governmental organizations.
Restructuring the financial sector
As part of the agreement with Eurogroup, Cyprus local banks disposed of their Greek operations. The main terms of the program include the resolution of Cyprus Popular Bank (Laiki) and the recapitalization of Bank of Cyprus (BoC). All insured depositors (i.e. deposits of less than €100.000) in all banks are fully protected in accordance with the relevant EU legislation. It is noted that deposits in all other banks (i.e other than Laiki and BoC) are unaffected, irrespective of the size of deposit.
33. Events subsequent to the reporting date (continued)
Temporary restrictions on money transfers
The Cypriot authorities have introduced short term administrative measures, appropriate in light of the present unique and exceptional situation of Cyprus' financial sector and which allowed for the reopening of the banks.
These administrative measures include restrictions on cash withdrawals, compulsory renewal of maturing deposits and restrictions on capital movements. The measures are temporary and are constantly being revised and relaxed.
As of 31 December 2012 and the date of the approval of these financial statements, the Group's assets domiciled in Cyprus are not significant. On this basis, management does not anticipate any material impact on the future recovery of the Group's assets from the implementation of the agreed measures.
Related Shares:
Ig Seismic S