19th Sep 2011 07:00
19 September 2011
NIGHTHAWK ENERGY PLC
("Nighthawk" or the "Company")
Results for the year ended 30 June 2011
Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces its final results for the year ended 30 June 2011.
Financial Highlights
·; Revenues from continuing operations of US$0.91 million (2010: US$2.15 million)
·; Reduction of 59% in capital expenditure to US$12.5 million (2010: US$30.4 million)
·; Loss on disposal of Revere project of US$43.1 million plus impairment charges totalling US$25.2 million on Cliffs and Cisco Springs projects
·; £25 million equity draw down facility entered into with Darwin Strategic
Operational Highlights
·; Strategic review completed resulting in focus on Jolly Ranch shale oil project
·; Recompletion operations at Jolly Ranch Project increase production and better the understanding of optimal completion techniques
·; Schlumberger report confirms increased estimates of Oil Initially in Place over part of the Jolly Ranch Project
·; Gaffney, Cline & Associates reserves report defines first reserves over a small part of the Jolly Ranch Project
·; Board and senior management significantly strengthened with new appointments
·; Deriving further value from and increasing operational exposure to the Jolly Ranch Project continues to be a key focus
The audited report and accounts will be available on the Company's website shortly and will be posted to Shareholders, as applicable, together with the notice of Annual General Meeting in due course.
Enquiries:
Nighthawk Energy plc Tim Heeley, Chief Executive Richard Swindells, Chief Financial Officer |
020 3405 1982
|
Westhouse Securities Limited Tim Feather Matthew Johnson | 020 7601 6100 |
Financial Dynamics Ben Brewerton Ed Westropp | 020 7831 3113 |
CEO's Statement
Nighthawk holds a 50% interest in the Jolly Ranch Group Project ("Jolly Ranch"), covering 410,000 gross acres in Lincoln, Elbert and Washington Counties, Colorado. Jolly Ranch has multiple conventional and non-conventional oil bearing horizons. The primary targets are the Pennsylvanian age Cherokee and Atoka shales.
Following the management changes of 29 September 2010, the first objective was to set clear attainable objectives for the Group in order to restore shareholder confidence and create value. The immediate focus was to shore up finances so that the changes required to orientate the Group for moving forward could be made from a sound footing.
This led to the Board arranging the Equity Drawdown Facility with Darwin Strategic, part of Evolution Group, in October 2010. The structure of the Darwin equity facility allows the Company to draw down at its discretion to support the Balance Sheet.
At the same time, a Strategic Review was initiated, and in late November 2010 this concluded that only projects with strong potential for returning value to shareholders, on the basis of on-going capital requirement versus return, should be the Group's focus. To this end, the Group resolved to reduce materially or eliminate its future capital commitments on all projects except the Jolly Ranch Shale Oil project in the Denver Basin. This was achieved by reassigning its interests in such projects to the operator whilst retaining either an over-riding royalty interest and/or a share in any potential future sale within certain specific time frames.
The focus on the Jolly Ranch project, reflecting the outcome of the Strategic Review, was to ensure as much value and - more importantly given the early stage of development - knowledge, was extracted from the existing wells on the project. Subsequently, a low-cost work-over programme was therefore initiated by the operator to complete in zones not previously opened, with a particular focus on the Cherokee, and also to look at recompleting in zones previously undertaken with a view to maximising production from the existing wells. This has led to an improvement in the production rates seen at the field, and has also led to a number of conclusions about future completion and stimulation practices to apply.
Following the period of review and consolidation, the ongoing strategy was to build for growth, and to put in place a team which would be able to provide a more operationally focused outlook. To this end, the Group - in June and August 2011 respectively - hired Richard Swindells as Chief Financial Officer and Chuck Wilson as Chief Operating Officer. Richard brings over 15 years of investment banking experience and Chuck over 30 years of drilling and completions experience, much of it focused on tight reservoirs in the Rocky Mountains.
In addition to the new appointments on the Executive Team, Stephen Gutteridge was appointed on 8 September 2011 as Non-Executive Chairman, with Michael Thomsen remaining Executive Director and President of US Operations. Stephen has extensive senior management and board experience in the oil and gas sector and his appointment brings an additional layer of corporate governance and commercial experience as Nighthawk continues its growth.
The Directors firmly believe that the Jolly Ranch Project represents a highly promising, albeit early stage, shale oil project with significant value potential for shareholders. The Directors recognise the importance to the USA's energy demands of domestic, onshore shale oil production and note that there has been significant, recent acquisition activity in early stage shale oil acreage in the USA, often involving acreage at a significantly earlier stage than the Jolly Ranch Project.
Progress has been made in terms of identifying the correct completion and stimulation practice required to extract as much oil in as economical fashion as possible from the target horizons. The task going forward is to refine this technique, ascertain why certain formations are good producers and how these "sweet spots" can be identified and then exploited.
We continue to position the Company with a view to increasing the operational input into the Jolly Ranch project. The Board is reviewing a number of financing options, including raising equity, to achieve the corporate and strategic objectives of the Group.
CFO's Statement
The financial results for the year ended 30 June 2011 have begun to reflect the changes to the operations of the Group, due to the instigation of our Strategic Review and consequently restructured asset base following the management changes announced on 29 September 2010.
Revenues and costs
As a result of the restructuring announced in November 2010, the Group exited certain projects during the year that reduced revenues from continuing activities 58% to US$0.91 million (2010: US$2.15 million). However, the corresponding cost reductions as a result of actions taken by the Board also saw capital expenditure reduced by 59% in the year to US$12.5 million (2010: US$30.4 million).
During the year, two wells at the Jolly Ranch Project, the Craig 16-32 and the Craig 4-4, either achieved or are approaching 20,000 bbls of cumulative production over their life to date. As a result, investments in these wells were reassigned from intangible Exploration Costs to Production Assets under Plant and Equipment in the Balance Sheet, leading to a depreciation charge arising for these wells going forward over their estimated remaining useful lives. This treatment is industry standard and will be applied going forward to all wells meeting these criteria.
The Operating loss figure of US$28.4 million includes a number of cost items that are unrelated to the on-going operations of the business, including US$2.01 million of charges relating to the impairment of the Cliffs project in Illinois, and US$23.22 million impairment of Cisco Springs in Utah - which has now been fully impaired.
Financing
The Darwin facility, which was signed in October 2010, was used twice during the financial period, drawing down a total of £5.175 million; £3.275 million in November 2010 and £1.90 million in February 2011. As a result, the number of warrants granted to Darwin under this facility to subscribe for new shares is capped at a maximum of 3,000,000 ordinary shares, such warrants to be exercisable at a price of 20 pence per share at any time prior to 13 October 2013.
At the period end the Group held cash balances of US$2.0 million and had no debt.
Group financial control and processes
As part of the strengthening of the Group's management and control processes, a review of financial reporting procedures and processes has been undertaken, resulting in the Group implementing new financial control and reporting procedures and processes, with a focus on quality and the timely supply of information for management decision making.
Nighthawk is focused on ensuring full value from its assets and recognises that controlling costs is essential to maximise returns. The Group continues to focus on managing expenditure and ensuring that the Group's resources are appropriately allocated to deliver value.
Operational Overview
Jolly Ranch Group
Nighthawk holds a 50% interest in the Jolly Ranch Group Project ("Jolly Ranch"), covering 410,000 gross acres in Lincoln, Elbert and Washington Counties, Colorado. Jolly Ranch has multiple conventional and non-conventional oil bearing horizons. The primary targets are the Pennsylvanian age Cherokee and Atoka shales.
Modern drilling, historic logs and multiple third party verification by Schlumberger and Gaffney, Cline and Associates have demonstrated the areal extent and continuity of the shale horizons. Other macro properties such as mineralogy, organic content, hydrocarbon composition and thermal maturity have been established.
Progress has been made in terms of identifying the correct completion and stimulation practice required to extract as much oil in as economical fashion as possible from the target horizons. The task going forward is to refine this technique, ascertain why certain formations are good producers and how these "sweet spots" can be identified and then exploited.
The injection of capital into the project at this stage is not proportionate to the level of reserves that will be generated. That being said, the value creation from increasing production and the wider de-risking of the project are of considerable value.
During the year two independent reports were published as highlighted below.
Schlumberger
The Schlumberger report published in January 2011 focused on a small area around the core Craig Ranch area where the sustained production has been seen.
Schlumberger reported on Oil in Place within this area, but also simulated potential recovery and field performance with implications, given the uniformity of shale plays, for the wider field development.
The report not only concluded an approximate fourteen fold uplift in the Oil in Place within the shale horizons on the acreage studied, but also gave an initial assessment of the potential recovery from the shales. The Oil in Place is compared with the July 2009 Schlumberger study below:
Interval | OOIP (Barrels per Acre) | |
July 2009 | January 2011 | |
Total Cherokee (including Shale and Tebo) | 638 | 14,219 |
Total Atoka | 1,515 | 15,625 |
Total Marmaton (conventional) | 3,726 | 5,313 |
Total | 5,879 | 35,157 |
A recovery rate was assessed on the basis of a number of prediction scenarios with various well and economic parameters and cut offs, and is presented for each of the horizons below for the modelled area based on vertical wells on 40-acre well spacing.
Interval | OOIP (Barrel per Acre) | Water:Oil (BBL) | Recovery Rate (% of OOIP) |
Marmaton | 2,344 | 17.4:1 | 0% |
Marmaton B | 2,969 | 4.7:1 | 0% |
Cherokee | 5,781 | 1.7:1 | 4.9% |
Shale | 5,000 | 3.3:1 | 2.6% |
Tebo | 6,250 | 6.5:1 | 17.3% |
Upper/Lower Atoka | 7,813 | 7.8:1 | 10.6% |
Lower Atoka /Morrow | 7,969 | 5.5:1 | 7.4% |
Average Model Area | 7.5% |
Gaffney, Cline and Associates
At the end of April 2011 Gaffney, Cline and Associates (GCA) concluded its study of reserves on the Jolly Ranch Project.
The declaration of Proved Reserves by GCA was limited to wells that are projected to recover 20,000 barrels or more. The declaration is based on Decline Curve Analysis, assigning reserves as defined by the SPE Petroleum Resources Management System ("PRMS"). Therefore, proved reserves were only attributed, at this stage, to two wells with continuous production from the Cherokee formation, namely the Craig 4-4 and Craig 16-32.
Furthermore, it should be noted that these reserves are limited to discrete interbedded Cherokee intervals within these wells. Other horizons, especially within the Atoka formation, have been excluded due to the current lack of adequate production data or the absence of data in the case of uncompleted horizons. The current and future work programme will focus on determining the correct method and optimum target within these other horizons to build value.
All of the reserves quoted below are gross, representing 100% of the working interest in the project.
Proved Reserves
The Craig 4-4 is completed in two Cherokee horizons; the Tebo between 6,644 ft and 6,664 ft and the Tebo 'B', between 6,705 ft and 6,711 ft. The Craig 16-32 is completed in the Cherokee 'A' between 6,526 ft and 6,530 ft.
The following table shows the predicted Estimated Ultimate Recovery for these wells from initial production, cumulative production, and Proved Reserves as at 19 March 2011. The decline curve analysis uses an exponential decline for Proved Reserves.
Well | Estimated Ultimate Recovery (Decline Curve Analysis) (Mbbl) | Cumulative Production 19 Mar 2011 (Mbbl) | Reserves (Proved) Mbbl |
Craig 4-4 | 28 | 24 | 4 |
Craig 16-32 | 33 | 13 | 20 |
Total | 61 | 37 | 24 |
Probable Reserves
Incremental Probable Reserves have been estimated utilising a hyperbolic decline curve analysis for the Craig 16-32 well.
Well | Estimated Ultimate Recovery (Decline Curve Analysis) (Mbbl) | Cumulative Production 19 Mar 2011 (Mbbl) | Reserves (Mbbl) | |
Proved | Probable | |||
Craig 16-32 | 64 | 13 | 20 | 31 |
Inclusion of Contingent and Prospective Resources requires working interest lands to be developed and further wells to be drilled, which are likely to be both vertical and horizontal. Future production is estimated based on the projected recovery from the decline curves of analogous wells derived from the results of pilot projects.
The Jolly Ranch Cherokee/Atoka shale oil project is in the early stages of development, and is still in the process of determining the optimum completion and stimulation technique and the optimum intervals on which to apply these techniques. Given the low number of wells drilled to date compared to the potential development programme, the current set of wells with estimated ultimate recovery of 20,000 barrels or more (considered to be the economic minimum) is too small to extrapolate across the wider project area with statistical confidence.
In addition, as directly analogous plays are rare, the type curves are unique to each play and it will take more wells to fully develop confident projections of ultimate recovery.
Additional recompletions and further drilling/stimulation have to be undertaken to increase and confirm the body of knowledge such that it can be consistently and prudently applied to a wider area. As such, it would be misleading to generate a resource estimate at this time without more wells with successful completions, as well as further production track record.
Production
Production volumes from the project continue to be a focus as Initial Production ("IP") rates and long-term production profiles are a key factor in determining value in the shale play.
Ongoing test production means that wells are producing as the performance of the acidisation and fracturing method applied is observed. It can take many weeks for an acidised or fracced well to settle into stabilised flow and the type curve, a profile of a "typical" well, can be developed.
Shale wells are developed by drilling wells as the work needed to understand the completion methodology has to be undertaken in the well bore; the more wells that are drilled, the greater the confidence and understanding of the shale leading to a greater number of wells that can be brought into production.
The total net production for the financial year reported on, with applicable Colorado State Taxes and Royalty payments to the landowners was 12,190 bbl and Q2 production as below.
Q2 2011 | |
Month | Bbls net to Nighthawk |
April | 831 |
May | 1,225 |
June | 1,023 |
Total | 3,079 |
Strategic Review
The conclusion of the Strategic Review, undertaken in October 2010, was to focus primarily on the Jolly Ranch project, exit the Revere and Cliffs projects and actively consider disposal options for the Cisco Springs project. The accounting effect of these actions is reflected in these full year results as follows:
Revere Project
The project was disposed of to the Operator with effect from 31 December 2010, and the Group no longer has any liability associated with the project. The Group has recorded a loss on disposal of US$43.08 million in relation to the disposal of the asset whilst retaining an asset in the Balance Sheet for the Over Riding Royalty of 5% of gross production for three years.
The Group will also receive 25% of any future sale undertaken before 31 December 2013.
Cisco Springs
The Cisco Springs Project was impaired in the 2011 interim accounts by US$21.26 million; a further US$1.96 million has been impaired at 30 June 2011 as the asset does not contribute to the ongoing business. Methods to dispose of the asset continue to be actively appraised.
Cliffs
No wells have been drilled on the Cliffs project and the leases were allowed to lapse following the Strategic Review. Costs of US$2.01 million have been written down with respect to this project.
Consolidated Income Statement
for the year ended 30 June 2011
Notes | 2011 | 2010 | ||
US$ | US$ | |||
Continuing operations: | ||||
Revenue | 2 | 912,248 | 2,148,689 | |
Cost of sales | (28,540) | - | ||
Gross profit | 883,708 | 2,148,689 | ||
Administrative expenses | (4,025,582) | (3,699,775) | ||
Exceptional administrative expenses | 7 | (25,231,036) | - | |
Total administrative expenses | 3 | (29,256,618) | (3,699,775) | |
Operating loss | 3 | (28,372,910) | (1,551,086) | |
Finance income | 5 | 68,015 | 269,257 | |
Finance costs | 6 | (251,847) | - | |
Profit/(Loss) on sale of available-for-sale investments | 186,325 | (1,263) | ||
Loss before taxation | (28,370,418) | (1,283,092) | ||
Taxation | 8 | (16,599) | - | |
Loss for the financial year from continuing operations | (28,387,017) | (1,283,092) | ||
Discontinued operations: | ||||
Loss for the financial year from discontinued operations | 9 | (42,535,789) | - | |
Loss for the financial year | (70,922,806) | (1,283,092) | ||
Attributable to: | ||||
Equity shareholders of the Company | (70,922,806) | (1,283,092) | ||
Loss per share from continuing and discontinued operations | ||||
Basic and diluted loss per share (cents) | 10 | (19.95) | (0.40) | |
Loss per share from continuing operations | ||||
Basic and diluted loss per share (cents) | 10 | (7.98) | (0.40) |
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2011
2011 | 2010 | |||
US$ | US$ | |||
Loss for the financial year | (70,922,806) | (1,283,092) | ||
Other comprehensive income | ||||
Fair value (loss) / gain on available-for-sale financial assets | (95,270) | 35,821 | ||
Foreign exchange gains / (losses) on consolidation | 290,151 | (1,247,565) | ||
Other comprehensive income for the financial year, net of tax | 194,881 | (1,211,744) | ||
Total comprehensive income for the financial year | (70,727,925) | (2,494,836) | ||
Consolidated Balance Sheet
as at 30 June 2011
Notes | 2011 | 2010 | ||
Assets | US$ | US$ | ||
Non-current assets | ||||
Property, plant and equipment | 11 | 18,864,573 | 24,575,543 | |
Intangible assets | 12 | 28,268,678 | 80,584,488 | |
Available-for-sale financial assets | 14 | - | 1,620,592 | |
47,133,251 | 106,780,623 | |||
Current assets | ||||
Trade and other receivables | 15 | 287,053 | 701,169 | |
Cash and cash equivalents | 17 | 2,004,259 | 7,217,285 | |
2,291,312 | 7,918,454 | |||
Total Assets | 49,424,563 | 114,699,077 | ||
Equity and liabilities | ||||
Capital and reserves attributable to the Company's equity shareholders | ||||
Share capital | 18 | 1,675,167 | 1,480,731 | |
Share premium account | 127,360,122 | 119,252,765 | ||
Foreign exchange translation reserve |
| (3,655,963) | (3,946,114) | |
Retained earnings |
| (77,903,766) | (6,885,690) | |
Share-based payment reserve |
| 1,230,435 | 889,972 | |
Merger reserve |
| 180,533 | 180,533 | |
Total equity | 48,886,528 | 110,972,197 | ||
Current liabilities | ||||
Trade and other payables | 24 | 538,035 | 3,726,880 | |
Total liabilities | 538,035 | 3,726,880 | ||
Total equity and liabilities | 49,424,563 | 114,699,077 | ||
Consolidated Statement of Changes in Equity
for the year ended 30 June 2011
Share capital | Share premium account | Foreign exchange translation reserve | Retained earnings | Share-based payment reserve | Merger reserve | Total | |
US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
Balance at 1 July 2010 | 1,480,731 | 119,252,765 | (3,946,114) | (6,885,690) | 889,972 | 180,533 | 110,972,197 |
For the year ended 30 June 2011 | |||||||
Loss for the year | - | - | - | (70,922,806) | - | - | (70,922,806) |
Other comprehensive income: | |||||||
Fair value loss on available-for-sale financial assets | - | - | - | (95,270) | - | - | (95,270) |
Foreign exchange gain on consolidation | - | - | 290,151 | - | - | - | 290,151 |
Total comprehensive income | - | - | 290,151 | (71,018,076) | - | - | (70,727,925) |
Share-based payments | - | - | - | - | 340,463 | - | 340,463 |
Issue of share capital | 194,436 | 8,107,357 | - | - | - | - | 8,301,793 |
Balance at 30 June 2011
| 1,675,167 | 127,360,122 | (3,655,963) | (77,903,766) | 1,230,435 | 180,533 | 48,886,528 |
Balance at 1 July 2009 | 1,219,415 | 84,546,504 | (2,698,549) | (5,638,419) | 815,639 | 180,533 | 78,425,123 |
For the year ended 30 June 2010 | |||||||
Loss for the year | - | - | - | (1,283,092) | - | - | (1,283,092) |
Other comprehensive income: | |||||||
Fair value gain on available-for-sale financial assets | - | - | - | 35,821 | - | - | 35,821 |
Foreign exchange losses on consolidation | - | - | (1,247,565) | - | - | - | (1,247,565) |
Total comprehensive income | - | - | (1,247,565) | (1,247,271) | - | - | (2,494,836) |
Share-based payments | - | - | - | - | 74,333 | - | 74,333 |
Issue of share capital | 261,316 | 36,322,869 | - | - | - | - | 36,584,185 |
Issue costs | - | (1,616,608) | - | - | - | - | (1,616,608) |
Balance at 30 June 2010
| 1,480,731 | 119,252,765 | (3,946,114) | (6,885,690) | 889,972 | 180,533 | 110,972,197 |
Consolidated Cash Flow Statement
for the year ended 30 June 2011
Notes | 2011 | 2010 | ||
US$ | US$ | |||
Cash outflow from operating activities | 29 | (3,022,507) | (2,400,327) | |
Cash flow from investing activities | ||||
Purchase of intangible assets | (10,412,110) | (15,500,861) | ||
Purchase of property, plant and equipment | (2,122,914) | (14,871,429) | ||
Proceeds on disposal of financial assets | 1,758,935 | 84,526 | ||
Dividend received | 30,131 | 78,775 | ||
Interest received | 37,884 | 190,482 | ||
Net cash used in investing activities | (11,708,074) | (30,018,507) | ||
Cash flow from financing activities | ||||
Proceeds on issue of new shares | 8,301,794 | 36,584,185 | ||
Expenses of new share issue | - | (1,616,608) | ||
Net cash generated from financing activities | 8,301,794 | 34,967,577 | ||
Net (decrease)/increase in cash and cash equivalents | (5,428,787) | 2,548,743 | ||
Cash and cash equivalents at beginning of financial year | 7,217,285 | 5,932,315 | ||
Effects of exchange rate changes | 215,761 | (1,263,773) | ||
Cash and cash equivalents at end of financial year | 17 | 2,004,259 | 7,217,285 | |
Notes to the Consolidated Financial Information
for the year ended 30 June 2011
1 Segmental Reporting
Operating segments
The Group has only one operating segment: the production of, exploration for and investment in hydrocarbons in one geographical area, the United States of America.
The Group has one main customer, representing 100% respectively of the sales revenue.
2 | Revenue | |||
An analysis of the Group's revenue for the year (excluding finance income - see note 5) from both continuing and discontinued operations is as follows: | ||||
2011 | 2010 | |||
US$ | US$ | |||
Continuing operations | ||||
Sales revenue | 866,749 | 2,102,374 | ||
Royalty income | 45,499 | 46,315 | ||
912,248 | 2,148,689 | |||
Discontinued operations | ||||
Sales revenue | 543,639 | - | ||
1,455,887 | 2,148,689 | |||
3 | Operating Loss | 2011 | 2010 | |
Operating loss is stated after charging/(crediting): | US$ | US$ | ||
Fees payable to the Company's auditor for the audit of the annual statements | 76,542 |
85,857 | ||
Fees payable to the Company's auditors for other services supplied pursuant to such legislation | - |
5,777 | ||
Fees payable to the Company's auditor for other services: | ||||
- other services relating to taxation | 6,697 | 10,152 | ||
Depreciation | 27,795 | 52,852 | ||
Amortisation | 4,035 | 4,141 | ||
Equity settled share-based payments | 88,617 | 74,333 | ||
Foreign exchange | 25,582 | (157,498) | ||
(Gain) / loss on sale of available-for-sale investments | (186,325) | 1,263 | ||
4 | Directors and Employees | |||
The aggregate payroll costs of the employees, including both management and executive directors, were as follows: | ||||
2011 | 2010 | |||
US$ | US$ | |||
Staff costs | ||||
Wages and salaries | 1,087,598 | 1,468,785 | ||
Social security costs | 70,637 | 110,740 | ||
Pension costs | 51,275 | 188,793 | ||
1,209,510 | 1,768,318 | |||
Equity settled share-based payments | 38,187 | 53,947 | ||
1,247,697 | 1,822,265 | |||
Average monthly number of persons employed by the Group during the year was as follows: | ||||
2011 | 2010 | |||
No. | No. | |||
United Kingdom | 5 | 6 | ||
United States | 1 | 1 | ||
6 | 7 | |||
2011 | 2010 | |||
US$ | US$ | |||
Remuneration of directors | ||||
Emoluments for qualifying services | 1,050,290 | 1,139,259 | ||
Company pension contributions | 51,275 | 188,793 | ||
Social security costs | 68,030 | 110,740 | ||
1,169,595 | 1,438,792 | |||
4 | Directors and Employees (continued) |
The number of directors accruing benefits under money purchase pension scheme arrangements was three (2010: two). Details of each director's remuneration and share options granted are included in the Report of the Directors. |
2011 | 2010 | |||
US$ | US$ | |||
Highest paid director | ||||
Remuneration | 468,930 | 469,679 | ||
Pension contributions | - | 105,497 | ||
Share-based payments | 14,495 | 17,982 | ||
483,425 | 593,158 | |||
5 | Finance Income | 2011 | 2010 | |
US$ | US$ | |||
Bank interest | 37,884 | 190,482 | ||
Dividends receivable | 30,131 | 78,775 | ||
68,015 | 269,257 | |||
6 | Finance Costs | 2011 | 2010 | |
US$ | US$ | |||
Share warrants issued under Darwin agreement | 251,847 | - | ||
251,847 | - | |||
7 | Exceptional administrative expenses | 2011 | 2010 |
| |
US$ | US$ |
| |||
| |||||
Impairment of Cisco project | 23,223,394 | - |
| ||
Impairment of Cliffs project | 2,007,642 | - |
| ||
| |||||
| |||||
25,231,036 | - |
| |||
| |||||
During the year, the land leases for the Cliffs project were allowed to lapse, resulting in an impairment for that project, and the Cisco project has been written off as commercially unviable. |
8 | Taxation |
There was a small current tax charge of US$16,599 paid by a US subsidiary in the year, but no other current tax charge for the year due to the loss incurred (2010: US$nil).
|
Reconciliation of the effective tax charge | 2011 | 2010 | ||
US$ | US$ | |||
Loss before taxation | (70,906,207) | (1,283,092) | ||
Loss before tax multiplied by standard rate of corporation tax in the UK of 27% (2010: 28%) | (19,144,676) | (359,266) | ||
Tax effects of: | ||||
Other expenses not deductible for tax purposes | 9,940,787 | 91,501 | ||
Tax adjustments, reliefs and transfers | (14,807) | (14,886) | ||
Tax losses not utilised within the year | 9,202,097 | 282,651 | ||
Tax expense and effective tax rate | (16,599) | - | ||
The amount of unrecognised deferred tax is as follows: |
| |||||
2011 | 2010 | |||||
US$ | US$ | |||||
Unutilised trading losses | 2,383,656 | 1,625,451 | ||||
Tax relief on share-based payments | 200,887 | 265,586 | ||||
A deferred tax asset in respect of trading losses has not been recognised due to the uncertainty over timing of future profits. The unprovided deferred tax asset is recoverable against suitable future trading profits.
|
9 | Discontinued Operations |
On 31 December 2010 Nighthawk disposed of its interest in the Revere group of projects to the operator, Running Foxes Petroleum LLC, receiving in consideration a royalty asset yielding a royalty stream of 5% of total project revenues, valued at $294,000.
|
Analysis of profit for the year from discontinued operations |
2011 | 2010 | |||
US$ | US$ | |||
Sales | 543,639 | - | ||
Profit before tax | 543,639 | - | ||
Loss on disposal of Revere group of projects (see note 15) | (43,079,428) | - | ||
Loss for the year from discontinued operations | (42,535,789) | - | ||
Cash flows from discontinued operations | 2011 | 2010 | ||
US$ | US$ | |||
Net cash flows from operating activities | (316,445) | - | ||
Net cash flows from investing activities | (3,842,584) | - | ||
Net cash flows | (4,159,029) | - | ||
10 | Loss Per Share |
Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Given the Group's reported loss for the year share options and warrants are not taken into account when determining the weighted average number of ordinary shares in issue during the year and therefore the basic and diluted earnings per share are the same. | ||||
10 | Loss Per Share (continued) |
Basic loss per share | ||||
2011 US cents | 2010 US cents | |||
Loss per share from continuing operations | (7.98) | (0.40) | ||
Loss per share from discontinued operations | (11.97) | - | ||
Total basic loss per share | (19.95) | (0.40) | ||
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: |
| ||||
2011 US$ | 2010 US$ |
| |||
| |||||
Earnings used in the calculation of total basic and diluted earnings per share | (70,922,806) | (1,283,092) |
| ||
Loss for the year from discontinued operations used in the calculation of basic and diluted earnings per share from discontinued operations | (42,535,789) | - |
| ||
| |||||
Earnings used in the calculation of basic earnings per share from continuing operations | (28,387,017) | (1,283,092) | |||
| |||||
| |||||
2011 | 2010 |
| |||
Number of shares | |||||
Weighted average number of ordinary shares for the purposes of basic earnings per share | 355,560,678 | 321,210,436 | |||
| |||||
| |||||
If the Company's share options and warrants were taken into consideration in respect of the Company's weighted average number of ordinary shares for the purposes of diluted earnings per share, it would be as follows: |
| ||||
| |||||
Number of shares |
| ||||
Potential dilutive effect of share options and warrants | 6,710,274 | 6,250,000 |
| ||
| |||||
| |||||
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 362,270,952 |
327,460,436 |
| ||
|
11 | Property, Plant and Equipment | |||||||||
| Leasehold land US$ | Plant and equipment US$ | Office equipment US$ | Production assets US$ |
Total US$ | |||||
Cost | ||||||||||
At 1 July 2009 | 2,296,190 | 9,834,018 | 51,597 | - | 12,181,805 | |||||
Transfers from intangible assets | - | - | - | 1,116,590 | 1,116,590 | |||||
Additions | 4,361,407 | 9,758,268 | 4,150 | 339,730 | 14,463,555 | |||||
Transfers to intangible assets | - | - | - | (1,456,320) | (1,456,320) | |||||
Foreign exchange variance | - | - | (4,700) | - | (4,700) | |||||
At 30 June 2010 | 6,657,597 | 19,592,286 | 51,047 | - | 26,300,930 | |||||
Additions | 489,378 | 361,322 | 4,658 | - | 855,358 | |||||
Transfers from intangible assets | 22,371,511 | 1,489,564 | - | 439,785 | 24,300,860 | |||||
Disposals | - | (12,676,494) | - | - | (12,676,494) | |||||
Foreign exchange variance | - | - | 3,408 | - | 3,408 | |||||
At 30 June 2011 | 29,518,486 | 8,766,678 | 59,113 | 439,785 | 38,784,062 | |||||
Accumulated Depreciation | ||||||||||
At 1 July 2009 | - | 394,458 | 17,961 | - | 412,419 | |||||
Charge | 566,777 | 735,847 | 11,981 | 10,825 | 1,325,430 | |||||
Transfers to intangible assets | - | - | - | (10,825) | (10,825) | |||||
Foreign exchange variance | - | - | (1,637) | - | (1,637) | |||||
At 30 June 2010 | 566,777 | 1,130,305 | 28,305 | - | 1,725,387 | |||||
Charge | 1,642,316 | 338,431 | 18,823 | 5,750 | 2,005,320 | |||||
Transfer of historic depreciation to intangible assets | 7,373,276 | 89,931 | - | - | 7,463,207 | |||||
Disposals | - | (565,153) | - | - | (565,153) | |||||
Impairment | 7,791,821 | 1,497,017 | - | - | 9,288,838 | |||||
Foreign exchange variance | - | - | 1,890 | - | 1,890 | |||||
At 30 June 2011 | 17,374,190 | 2,490,531 | 49,018 | 5,750 | 19,919,489 | |||||
Net book value | ||||||||||
At 30 June 2011 | 12,144,296 | 6,276,147 | 10,095 | 434,035 | 18,864,573 | |||||
At 30 June 2010 | 6,090,820 | 18,461,981 | 22,742 | - | 24,575,543 | |||||
|
|
|
|
|
|
|
|
|
|
|
12 | Intangible Assets | |||||
Exploration costs | Royalty interests |
Total | ||||
US$ | US$ | US$ | ||||
Cost | ||||||
At 1 July 2009 | 61,456,478 | 859,391 | 62,315,869 | |||
Transfers to property, plant and equipment | (1,116,590) | - | (1,116,590) | |||
Additions | 18,348,295 | - | 18,348,295 | |||
Transfers from property, plant and equipment | 1,445,495 | - | 1,445,495 | |||
At 30 June 2010 | 80,133,678 | 859,391 | 80,993,069 | |||
Additions | 10,507,119 | 294,000 | 10,801,119 | |||
Transfers to property, plant and equipment | (23,861,075) | - | (23,861,075) | |||
Transfer of historic depreciation from property, plant and equipment | 7,463,207 | - | 7,463,207 | |||
Disposals | (30,402,003) | - | (30,402,003) | |||
Transfers to production assets | (439,785) | - | (439,785) | |||
At 30 June 2011 | 43,401,141 | 1,153,391 | 44,554,532 | |||
Amortisation and impairment | ||||||
At 1 July 2009 | 390,241 | 14,199 | 404,440 | |||
Charge | - | 4,141 | 4,141 | |||
At 30 June 2010 | 390,241 | 18,340 | 408,581 | |||
Charge | - | 4,035 | 4,035 | |||
Impairment | 15,873,238 | - | 15,873,238 | |||
At 30 June 2011 | 16,263,479 | 22,375 | 16,285,854 | |||
Net book value | ||||||
At 30 June 2011 | 27,137,662 | 1,131,016 | 28,268,678 | |||
At 30 June 2010 | 79,743,437 | 841,051 | 80,584,488 | |||
|
|
|
|
|
|
|
Management review each exploration project for indication of impairment at each balance sheet date. Such indications would include written off wells and relinquishment of development acreage.
During the year, the land leases for the Cliffs project were allowed to lapse, resulting in an impairment for that project, and the Cisco project has been written off as commercially unviable.
At the balance sheet date there were no further indications of impairment in respect of any of the projects. |
13 | Investment in Jointly Controlled Operations |
The Group has entered into the following unincorporated jointly controlled operations, which are consolidated, in accordance with the accounting policy on jointly controlled operations, within the Group's financial information: |
Name of project | Principal activities | Group interest | ||
Jolly Ranch | Oil and gas development | 50% | ||
Cisco Springs | Oil and gas development | 50% | ||
The Group also has one 50% Jointly Controlled Entity in Nightfox Drilling LLC. The principal activity of this entity is to provide equipment and machinery as part of the exploration activities. The total cost included within property, plant and equipment was US$1,114,705 (2010: US$1,114,705).
| ||
At the balance sheet dates there were no contingent liabilities or contingent assets in respect of any of the jointly controlled operations.
At the balance sheet dates there were no capital commitments in respect of any of the jointly controlled operations. |
| |
|
14 | Available-for-Sale Financial Assets | 2011 | 2010 | |
US$ | US$ | |||
Available-for-sale financial assets | - | 1,620,592 | ||
The available-for-sale financial assets consist of listed investments and the fair value is based on bid quoted market prices at the balance sheet date.
The following table shows the aggregate movement in the Group's financial assets during the year: |
2011 | 2010 | |||
US$ | US$ | |||
At 1 July | 1,620,592 | 1,497,941 | ||
Disposals | (1,572,611) | (85,789) | ||
Foreign exchange differences | 47,289 | 172,619 | ||
Fair value (loss) / gain on available-for-sale financial assets | (95,270) | 35,821 | ||
At 30 June | - | 1,620,592 | ||
15 | Trade and Other Receivables | 2011 | 2010 | |
US$ | US$ | |||
Trade receivables | 205,710 | 557,130 | ||
Other receivables | 19,180 | 73,881 | ||
Prepayments and accrued income | 62,163 | 70,158 | ||
287,053 | 701,169 | |||
The directors consider the carrying value of trade and other receivables are approximate to their fair value.
All of the Group's trade and other receivables have been reviewed for indicators of impairment. None of the trade receivables were found to be impaired as at 30 June 2011 (2010: US$nil).
No unimpaired trade receivables are past due as at the reporting date (2010: US$nil). |
16 | Disposal of Business Interests | |||
The Group disposed of its investments in the Revere group of projects to Running Foxes Petroleum LLP on 31 December 2010. |
Book value of net assets sold | 2011 | 2010 | ||
US$ | US$ | |||
Non-current assets: | ||||
Intangible assets | 31,262,087 | - | ||
Property, plant and equipment | 12,111,341 | - | ||
Net assets disposed | 43,373,428 | - | ||
5% Royalty intangible asset resulting from disposal | 294,000 | - | ||
Loss on disposal | 43,079,428 | - | ||
Consideration on disposal | 2011 | 2010 | ||
US$ | US$ | |||
Royalty asset received in consideration | 294,000 | - | ||
17 | Cash and Cash Equivalents | 2011 | 2010 | |
US$ | US$ | |||
Cash at bank (GBP) | 1,527,343 | 6,073,168 | ||
Cash at bank (USD) | 476,916 | 1,142,166 | ||
Cash on hand (GBP) | - | 1,951 | ||
2,004,259 | 7,217,285 | |||
18 | A) Share Capital | 2011 | 2010 | |
£ | £ | |||
Authorised | ||||
500,000,000 shares of 0.25 pence | 1,250,000 | 1,250,000 | ||
US$ | US$ | |||
Allotted, issued and fully paid | ||||
378,103,080 shares (2010: 329,639,480 shares) of 0.25 pence | 1,675,167 | 1,480,731 | ||
Allotments during the year | ||||
During the year ended 30 June 2011 the Company issued a total 48,463,600 ordinary shares (2010: 64,095,857) for a premium, net of issue costs, of US$8,107,358 (2010: US$34,706,261) |
Date | Price per share (Sterling) | Number of shares issued | Total consideration received US$ | ||
16 November 2010 | 11.51p | 28,463,600 | 5,238,462 | ||
1 February 2011 | 9.5p | 20,000,000 | 3,063,332 | ||
18 | B) Share-Based Payments - Options and Warrants |
The Company has a share option scheme for all directors and senior management. Options are exercisable at a price equal to the average market price of the Company's shares on the date of grant. The vesting period is three years. The options are settled in equity once exercised.
If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest, unless otherwise agreed by the Board of Directors. | |
| |||||||||
| The Company has also issued share warrants in the year as part of the conditions of the Darwin drawdown agreement, which are exercisable immediately.
If the warrants remain unexercised after a period of 3 years from the date of grant, the warrants expire. | ||||||||
| |||||||||
| Details of the number of share options and warrants and the weighted average exercise price (WAEP) outstanding during the year are as follows: | ||||||||
| |||||||||
2011 |
| ||||||||
Number of options | WAEP £ | Number of warrants | WAEP £ |
| |||||
| |||||||||
Outstanding at the beginning of the year | 6,250,000 | 0.166 | - | - |
| ||||
| |||||||||
Issued | 4,500,000 | 0.080 | 3,000,000 | 0.20 |
| ||||
| |||||||||
| |||||||||
Outstanding at the year end | 10,750,000 | 0.130 | 3,000,000 | 0.20 |
| ||||
| |||||||||
| |||||||||
Number exercisable at 30 June 2011 | 6,250,000 | 0.166 | 3,000,000 | 0.20 |
| ||||
| |||||||||
2010 | ||||
Number of options | WAEP £ | |||
Outstanding at the beginning of the year | 6,250,000 | 0.166 | ||
Outstanding at the year end | 6,250,000 | 0.166 | ||
Number of options exercisable at 30 June 2010 | 6,250,000 | 0.166 | ||
The fair values of share options issued in previous financial years were calculated using the binomial pricing model. The inputs into the model are as follows: |
18 | B) Share-Based Payments - Options and Warrants (continued) |
Date of grant | 15 August 2006 | 25 September 2006 | 11 December 2006 | 1 November 2007 | ||
Number granted | 4,500,000 | 500,000 | 500,000 | 1,250,000 | ||
Share price at date of grant | 6.5p | 6.5p | 11.4p | 52.5p | ||
Exercise price | 7.0p | 7.0p | 12.0p | 53.0p | ||
Expected volatility | 31.0% | 31.0% | 33.4% | 69.9% | ||
Expected life | 3 years | 3 years | 3 years | 5 years | ||
Risk free rate | 4.70% | 4.70% | 5.75% | 4.93% | ||
Expected dividend yield | 0% | 0% | 0% | 0% | ||
Fair value of options granted at date of grant |
2.73p |
2.73p |
5.17p |
22.37p | ||
Exit rate | 0% | 0% | 0% | 5% | ||
Earliest vesting date | 15 August 2009 | 25 September 2009 | 11 December 2009 | 1 November 2007 | ||
Expiry date | 15 August 2016 | 25 September 2016 | 11 December 2016 | 1 November 2012 | ||
Expected volatility was determined based on the historic volatility of four comparator companies as suggested by management. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. |
| |||||
The fair values of share options and warrants issued in the current financial year were calculated using the Black Scholes model. The inputs into the model are as follows: | |||
Warrants | Share options | ||
Date of grant | 13 October 2010 | 20 May 2011 | |
Number granted | 3,000,000 | 4,500,000 | |
Share price at date of grant | 15.8p | 5.9p | |
Exercise price | 20.0p | 8.0p | |
Expected volatility | 85% | 85% | |
Expected life | 1.5 years | 6.5 years | |
Risk free rate | 1.75% | 2.40% | |
Expected dividend yield | 0% | 0% | |
Fair value at date of grant | 5.26p | 4.13p | |
Earliest vesting date | 13 October 2010 | 20 May 2014 | |
Expiry date | 13 October 2013 | 20 May 2021 | |
Expected volatility was determined based on the historic volatility of the Company. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group recognised total expenses of US$88,617 (2010 US$74,333) related to share options accounted for as equity-settled share-based payment transactions during the year, and US$251,847 (2010 US$nil) related to warrants accounted for as equity-settled share-based payment transactions during the year. |
19 | Financial Instruments | |||
Classification of financial instruments | ||||
The tables below set out the Group's accounting classification of each class of its financial assets and liabilities. |
Financial assets | ||||||
At 30 June 2011 | Available-for-sale | Loans and other receivables | Total carrying value | |||
US $ | US $ | US $ | ||||
Trade receivables | - | 205,710 | 205,710 | |||
Other receivables | - | 19,180 | 19,180 | |||
Cash and cash equivalents | - | 2,004,259 | 2,004,259 | |||
- | 2,229,149 | 2,229,149 | ||||
At 30 June 2010 | Available-for-sale | Loans and other receivables | Total carrying value | ||||
US $ | US $ | US $ | |||||
Available-for-sale financial assets | 1,620,592 | - | 1,620,592 | ||||
Trade receivables | - | 557,130 | 557,130 | ||||
Other receivables | - | 73,881 | 73,881 | ||||
Cash and cash equivalents | - | 7,217,285 | 7,217,285 | ||||
| |||||||
1,620,592 | 7,848,296 | 9,468,888 | |||||
| |||||||
| |||||||
| All of the above financial assets' carrying values are approximate to their fair values, as at 30 June 2011 and 2010, given their nature and short times to maturity.
Under IFRS 7 Financial Instruments: Disclosures, the available-for-sale assets are classified under the fair value hierarchy as level 1. | ||||||
Financial liabilities | ||||||
At 30 June 2011 | Measured at amortised cost | Total carrying value | ||||
US$ |
| US$ | ||||
Trade payables | 430,876 | 430,876 | ||||
Accruals | 107,159 | 87,978 | ||||
538,035 | 518,854 | |||||
19 | Financial Instruments (continued) |
At 30 June 2010 | Measured at amortised cost | Total carrying value | |||||
US$ |
| US$ | |||||
Trade payables | 3,624,428 | 3,624,428 | |||||
Accruals | 102,452 | 102,452 | |||||
3,726,880 | 3,726,880 | ||||||
| All of the above financial liabilities' carrying values approximate to their fair values, as at 30 June 2011 and 2010, given their nature and short times to maturity. | ||||||
20 | Financial Instrument Risk Exposure and Management | |||
The principal financial risks to which the Group is exposed are: foreign currency exchange rate risk; interest rate risk; liquidity risk and credit risk. This note describes the Group's objectives, policies and process for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented in notes 15, 19 and 21. | ||||
There have been no substantive changes to the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from the previous year. | ||||
Liquidity risk | ||||
Liquidity risk is dealt with in note 21 of this financial information. |
Credit risk | |
The Group's credit risk is primarily attributable to its cash balances, available-for-sale financial assets and trade receivables. The Group does not have a significant concentration of risk, with exposure spread over a number of third parties.
The credit risk on liquid funds is limited because the third parties are large international banks. The trade receivables amount presented in the balance sheet is after allowance for impairment. Impairment is made where there is an identified event, which based on previous experience, is evidence of a likely reduction in cash flows.
The Group's total credit risk amounts to the total of the sum of the receivables, available-for-sale financial assets and cash and cash equivalents. At the year end this amounts to US$2,229,149 (2010: US$9,468,888). |
20 | Financial Instrument Risk Exposure and Management (continued) |
Interest rate risk and sensitivity analysis | |
The Group's only exposure to interest rate risk is the interest received on the cash held on deposit. The Group does not have any interest bearing borrowings. | |
The following table indicates the impact of a change in interest rate on the interest received during the year, and with all other variables being held constant, on the Group's loss before tax and equity. |
Interest rate risk and sensitivity analysis (continued) | ||||||||
Change in interest rate |
2011 US$ | Change in interest rate |
2010 US$ | |||||
Sterling | +0.5% | 19,001 | +0.5% | 16,879 | ||||
+1.0% | 38,003 | +1.0% | 33,757 | |||||
+1.5% | 57,004 | +1.5% | 50,636 | |||||
-0.5% | (19,001) | -0.5% | (16,879) | |||||
-1.0% | (38,003) | -1.0% | (33,757) | |||||
-1.5% | (57,004) | -1.5% | (50,636) | |||||
Dollars | +0.5% | 4,048 | +0.5% | 15,985 | ||||
+1.0% | 8,095 | +1.0% | 31,970 | |||||
+1.5% | 12,143 | +1.5% | 47,955 | |||||
-0.5% | (4,048) | -0.5% | (15,985) | |||||
-1.0% | (8,095) | -1.0% | (31,970) | |||||
-1.5% | (12,143) | -1.5% | (47,955) |
Market risk and sensitivity analysis | |
Market risk arises when the fair value or cash flows of a financial instrument fluctuates from the level where a long or short position was established. These financial instruments are subject to equity price risk. | |
Equity price risk | |
The Group's available-for-sale financial assets are subject to equity price risk. For financial instruments held, the Group uses a sensitivity analysis technique that measures the changes in fair value of the Group's financial instruments to hypothetical changes in market price. A 5% increase in the market value of positions held at 30 June 2011 traded on recognised exchanges would increase the value of the financial assets and equity by US$nil (2010: US$81,030). A 5% decrease in the value of positions held on at 30 June 2011 would decrease the value of the financial assets and equity by US$nil (2010: US$81,030). The analysis has been produced on the same basis for 2010. |
20 | Financial Instrument Risk Exposure and Management (continued) |
Foreign exchange risk | |
The Group's principal exposure to foreign exchange risk is in relation to the United States Dollar and Sterling exchange rates, due to the concentration of available-for-sale assets and cash and cash equivalents that are held in Sterling.
The following table indicates the impact of a change in foreign exchange rate on the value of the available-for-sale assets and cash and cash equivalents at the balance sheet date, and with all other variables being held constant, on the Group's equity.
|
Change in US $/GBP exchange rate |
2011 US$ | Change in US$/GBP exchange rate |
2010 US$ | |||||
Sterling | +5.0% | 80,707 | +5.0% | 389,455 | ||||
-5.0% | (80,707) | -5.0% | (389,455) |
21 | Liquidity Risk | |||
In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due. The table below shows the undiscounted cash flows on the Group's financial liabilities as at 30 June 2011 on the basis of their earliest possible contractual maturity. |
Total | Within 2 months | Within 2 -6 months | 6 - 12 months | Greater than 12 months | ||||||
US$ | US$ | US$ | US$ | US$ | ||||||
At 30 June 2011 | ||||||||||
Trade payables | 430,876 | 430,876 | - | - | - | |||||
Accruals | 107,159 | - | 107,159 | - | - | |||||
538,035 | 430,876 | 107,159 | - | - | ||||||
At 30 June 2010 | ||||||||||
Trade payables | 3,624,428 | 3,624,428 | - | - | - | |||||
Accruals | 102,452 | - | 102,452 | - | - | |||||
3,726,880 | 3,624,428 | 102,452 | - | - | ||||||
22 | Capital Management | |||
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being share capital plus reserves. The Board of Directors monitor the level of capital as compared to the Group's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Group is not subject to any externally imposed capital requirements. |
23 | Financial Commitments | ||||
| |||||
The Group had no financial commitments at 30 June 2011 (2010: US$nil). |
24 | Trade and Other Payables | 2011 | 2010 | |
US$ | US$ | |||
Trade payables | 430,876 | 3,624,428 | ||
Accruals | 107,159 | 102,452 | ||
538,035 | 3,726,880 | |||
25 | Related Party Transactions | |||||||
The only related party transactions during the year were with the directors and key management. Prior to his appointment as CEO, Mr Tim Heeley was key management. |
| |||||||
Short-term benefits |
| |||||||
2011 | 2010 |
| ||||||
US$ | US$ |
| ||||||
Remuneration: |
| |||||||
Mr T. Heeley | 305,637 | - |
| |||||
Mr R. Swindells | 14,155 | - |
| |||||
Mr D. Bramhill | 110,962 | 469,679 |
| |||||
Mr J. O'Farrell | 82,171 | 339,332 |
| |||||
Mr. G. Metzger | 55,812 | 92,318* |
| |||||
Mr. M. Thomsen | 468,930 | 237,930 |
| |||||
Mr S. Eaton | 79,066** | - |
| |||||
| ||||||||
| ||||||||
Social security costs | 68,030 | 110,740 |
| |||||
| ||||||||
| ||||||||
1,184,763 | 1,250,000 |
| ||||||
| ||||||||
25 | Related Party Transactions (continued) | |||
In addition to the remuneration shown above, the Company incurred share-based payment charges of US$38,187 (2010: US$53,947) and pension contributions of US$51,275 (2010: US$188,793) in respect of the above named directors.
*Included in Mr G Metzger's salary and fees for 2010 is a catch-up relating to previous years.
**Included in Mr S Eaton's salary and fees for 2011 is a catch-up relating to previous years. |
26 | Investment in Subsidiaries |
The Group's Parent Company holds the issued share capital of the following subsidiary undertakings, which are incorporated in the USA and have been included in this consolidated financial information.
| |||||
Company | Principal activities | Class | Percentage hold | ||
Nighthawk Royalties LLC | Oil and gas development | Ordinary | 100% | ||
Nighthawk Production LLC | Oil and gas development | Ordinary | (indirectly) 100% | ||
OilQuest USA LLC | Oil and gas development | Ordinary | (indirectly) 100% |
27 | Contingent Liabilities |
The directors are not aware of any contingent liabilities within the Group or the Company at 30 June 2011. |
28 | Ultimate Controlling Party |
As at 30 June 2011, Nighthawk Energy plc had no ultimate controlling party. |
29 | Cash Flow from Operating Activities | 2011 US$ | 2010 US$ | |
Loss for the financial year | (70,922,806) | (1,283,092) | ||
Finance income | (68,015) | (269,257) | ||
Finance costs | 251,847 | - | ||
Share-based payment | 88,617 | 74,333 | ||
(Profit)/loss on disposal of available-for-sale investments | (186,325) | 1,263 | ||
Loss on discontinued operations | 42,535,789 | - | ||
Revenue received from discontinued operations | 543,639 | - | ||
Costs of disposing of discontinued operations | (860,084) | - | ||
Impairment of intangible assets | 15,873,238 | - | ||
Impairment of property, plant and equipment | 9,288,838 | - | ||
Depreciation | 27,874 | 52,852 | ||
Amortisation | 4,035 | 4,141 | ||
Net foreign exchange loss/(gain) | 25,582 | (157,498) | ||
(3,397,771) | (1,577,258) | |||
Changes in working capital | ||||
Decrease / (increase) in trade and other receivables | 414,116 | (521,345) | ||
Decrease in trade and other payables | (38,852) | (301,724) | ||
Net cash outflow from operating activities | (3,022,507) | (2,400,327) | ||
30 | Events After the Balance Sheet Date | |||
There were no significant events after the balance sheet date. |
31 | Basis of Preparation | |||
This announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") applied in accordance with the provisions of the Companies Act 2006. IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the European Commission. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 30 June 2011. |
32 | Publication of non-statutory accounts |
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The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 30 June 2011 or 30 June 2010. The financial information has been extracted from the statutory accounts of the Company for the year ended 30 June 2010, which have been delivered to the Registrar of Companies, and from the statutory accounts of the Company for the year ended 30 June 2011. The auditors' opinion on those accounts was unqualified and did not contain a statement under section 498 (2) or section 498 (3) Companies Act 2006 and did not include references to any matters to which the auditor drew attention by the way of emphasis. The statutory accounts for the year ended 30 June 2011 have been finalised on the basis of the financial information presented by the directors in this announcement and will be delivered to the Registrar of Companies following the company's annual general meeting. |
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