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Final Results

19th Sep 2011 07:00

RNS Number : 4421O
Nighthawk Energy plc
19 September 2011
 



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

[email protected]

[email protected]

Financial Dynamics

Ben Brewerton

Ed Westropp

020 7831 3113

[email protected]

[email protected]

 

 

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

 

 

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.

 

 

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