Annual Report and Financial Statements
Year ended 31 December 2017
Registered number 05239285
CONTENTS
Chairman’s Statement ........................................................................................ 3
Strategic Report .................................................................................................. 5
Chief Executive’s Review .................................................................................... 7
Operations Review ........................................................................................... 12
Summary of Group Net Oil and Gas Reserves.................................................... 13
Directors’ Report .............................................................................................. 15
Board of Directors ............................................................................................ 18
Directors and Advisers ...................................................................................... 19
Corporate Responsibility .................................................................................. 20
Statement of Directors' Responsibilities ........................................................... 22
Independent auditor’s report to the members of Ascent Resources plc ............ 23
Consolidated Income Statement &
Statement of Other Comprehensive Income ..................................................... 29
Consolidated Statement of Changes in Equity ................................................... 30
Company Statement of Changes in Equity ........................................................ 31
Consolidated Statement of Financial Position ................................................... 32
Company Statement of Financial Position ......................................................... 33
Consolidated Cash Flow Statement ................................................................... 34
Company Cash Flow Statement ........................................................................ 35
Notes to the accounts ....................................................................................... 36
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Intentionally blank
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Chairman’s Statement
Introduction
The year under review was transformational for your Company. The details of the milestones achieved are set
out in the Chief Executive’s Review. Their cumulative effect is to have moved the Company onto a new level.
In comparison to many other similar sized companies we are, in the absence of unforeseen technical issues at
Petišovci, self-funded in that we expect income from the gas being sold to INA in Croatia to exceed our day to
day operational and administrative costs for the foreseeable future. We have also eliminated virtually all debt
from the business.
There are several initiatives underway at Petišovci, funded from current operating cash flow, to advance our
field development plan, further details of which are contained in the Chief Executive’s Review. These are
expected to improve the financial performance of the Company at affordable costs.
Background
Your Board came together in 2012/13 at the time of rescue funding. Our focus then was to move the Company
from its perilous financial state and become operationally cashflow positive.
Since 2013, assets other than Petišovci were sold or closed; partnership agreements at Petišovci were
renegotiated; costs were cut; and, while we have been waiting for permits, alternative sources of income, being
principally the sale of our untreated gas to Croatia, were put in place, which together with periodic injections of
new cash have kept the Company afloat.
The primary objective of becoming operationally cashflow positive was achieved with the delivery of first export
gas production in November 2017.
Our next objective is to use the Slovenian base to create a larger regional gas producer. This requires both the
development of the next phase (‘Phase 2’) of the project where we add further wells and install our own
processing facility and the acquisition of stakes in other projects.
Constraints on planned growth
The development of Petišovci and the acquisition of stakes in other regional gas projects require investment.
While equipment, including the long-awaited treatment plant can be largely debt funded, acquiring an interest
in other projects requires additional equity.
With the net present value of the Petišovci project estimated to be around 10 times the current market
capitalisation of the Company and the share price lagging behind analyst estimates, now is not the time to dilute
the underlying value in the Company’s shares based on the levels at which they presently trade.
Additionally, the Board is clear that diluting from such a low level is not an option most shareholders wish to
pursue. Equally, we recognise doing nothing is unlikely to be in the interests of shareholders generally.
Permits
There is no doubt that the painfully slow delivery of the regulatory approvals required to properly develop
Phase 1 of the Petišovci project and to commence Phase 2 has unnerved existing and prospective shareholders.
Perhaps it is inevitable in such circumstances that conspiracy theories develop as to why the permits have not
been delivered. Our firm belief is that the delays are purely the result of the slow operation of an inefficient
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
state bureaucracy, where those responsible for delivering the permits receive no praise or reward for so doing
but rather may become the targets of unrepresentative but vocal action groups.
In such circumstances, without the active encouragement of the Government at the highest levels, the officials
responsible have no incentive to move at other than the slowest pace. Since the delivery of first export gas in
November 2017, we believe the commitment of the country’s top politicians to end their reliance on gas sourced
principally from Russia has become much stronger, as it can now be seen as a deliverable reality rather than just
a dream.
We continue to expect the delivery of the permits required to develop Petišovci in due course.
IPPC permit
Investors have placed great store by the award of the IPPC permit and its delay has clearly had an impact on the
share price. While the award of the IPPC permit will be a major political endorsement for Ascent and the
Petišovci project, the permits that will make the greatest short-term impact are the permits to re-enter and
stimulate additional wells.
Permits are dealt with in greater detail in the Chief Executive’s Review.
The way forward
The planned further development of the Petišovci project and the diversification into other regional projects is
not an option currently available to the Company without potentially significant dilution for shareholders.
Doing nothing is not an attractive option, although in a previous era it would have been the choice of boards
less interested in maximising shareholder value.
We have received several expressions of interest from industry players interested in working with us to allow
the development of the Company as indicated above. These include farm-outs and general strategic
partnerships. These are at an early stage and time will tell if any bear fruit.
Rather than wait for these or other options to materialise, we have decided to take a proactive approach and
initiate a Strategic Review in conjunction with GMP FirstEnergy, an independent advisory firm with extensive
energy sector expertise. Our purpose in this is to identify a partner to work with us to maximise opportunities
to develop our existing assets to their fullest potential and, as appropriate, other assets in the region.
By so doing we expect to maximise the chances of a deal with a long-term partner to the benefit of all Ascent
shareholders.
Clive Carver
Non-executive Chairman
16 April 2018
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Strategic Report
Section 414C of the Companies Act 2006 (‘the Act’) requires that the Company inform its members as to how
the Directors have performed their duty to promote the success of the Company by way of a Strategic Report
which includes a fair review of the business, an analysis of the development and performance of the business
and analysis of financial position and key performance indicators.
We have incorporated these requirements into the information set out below, included in the Chief Executive’s
Review and the Operations Report.
Company Overview
Ascent Resources plc (‘Ascent’ or ‘the Company’) is an independent oil and gas exploration and production
(‘E&P’) company that was admitted to trading on AIM in November 2004 (AIM: AST). Ascent has been involved
in Slovenia for just over 10 years where it operates the Petišovci Tight Gas Project. To date it has invested around
€50 million in this project, which is currently its principal asset. This asset has significant oil and gas reserves
and resources and an established, local production infrastructure with connections to local and export
customers.
During 2017 the Company brought two wells into production and started export production from the Petišovci
field in Slovenia to INA in Croatia. The Company is now focussed on developing the field further to increase
production and enhance its long-term prospects.
Asset Overview
The Petišovci Tight Gas Project is in an area that has been exploited since 1943. The project targets the
significant gas reserves and resources in the Badenian, Middle Miocene, Petišovci-Globoki (‘Pg’) gas reservoirs
which occur at depths of 2,000–3,500 m (6,562–11,484 ft). These Pg reservoirs are a series of interbedded sands
and shales with a stacked productive gas pay of some 290 m (951 ft).
Using the results of an extensive 3D seismic survey conducted in 2009 by Ascent and its partners, the locations
of two new wells were determined. These wells, Pg-11A and Pg-10 were successfully drilled, completed and
stimulated between 2010 and 2012. During 2017 the Company brought both of these wells into production and
started exporting gas from Petišovci to INA in Croatia.
Cumulative gas production from the Pg gas field since 1988, including fuel and flare use and accounting for the
gas equivalent of the historical condensate production, is 9.3 Bcfe (263.4 MMSm3). This is 2% of the currently
estimated gas initially in place (‘GIIP’) of 456 Bcf, (12.9 BSm3), based on independent third-party estimates.
Further details of the asset and current reserves and resources can be found on pages 12 and 13 below.
Ascent operates the Petišovci project on behalf of the Joint Venture between Ascent Slovenia Limited and
Geoenergo. Ascent has a 75% working interest in the project and carries 100% of the costs. Until Ascent has
recovered its costs in full it will receive 90% of the net revenues.
Our strategy
The Board firmly believes that the gas field at Petišovci is an outstanding prospect and therefore to date has
focussed all of its resources on this project, directing our available funding towards bringing Petišovci into
production.
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Ascent aims to maximise the production and sale of hydrocarbons from the Petišovci Project for the benefit of
all stakeholders. We will achieve this by carefully managing producing wells, successfully reworking existing
wells and drilling further wells.
The commencement of production during the year was a significant milestone and we will now proceed with
the second stage of our development plan at Petišovci while seeking to acquire additional onshore oil & gas
opportunities in Central & Eastern Europe. In order to identify the best structure through which to achieve these
objectives we have decided to implement the strategic review as discussed in the Chairman’s statement above.
Our markets
Dependency on imported gas is very high throughout the EU, particularly in Slovenia. This, and the history of
relatively stable gas prices in Europe underpins our strategy of exploration, development and production in this
region.
Our wells are connected to existing processing facilities, intra-field and international pipelines, ensuring low cost
connection and easy access to the market.
How we operate
The Company utilises a full range of advanced geophysical, geological and other state-of-the-art technology to
evaluate and de-risk projects and to reap maximum benefit from its appraisal, development and production
activities. Our Petišovci project is operated through a local entity in a joint venture. Wherever possible we utilise
local companies to provide services to the project effectively and efficiently.
Our people
Ascent has a small management team, implementing a defined development programme. This is supplemented,
as the need requires, with regional technical and operational expertise to ensure the highest standards are
delivered on our projects. As an important local employer in our area of operation we take our environmental
and social responsibilities seriously and always strive to be a good corporate citizen.
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Chief Executive’s Review
The past year was a hugely significant year for the Company and the project as we moved from an exploration
to production company after ten years of operation in Slovenia. We have overcome considerable legal,
regulatory, technical and financial hurdles to arrive at this point.
2017 Highlights
Recompletion of Pg-10
Recompletion of Pg-11A
Refurbishment of existing infrastructure
Start of production from Pg-10 in April 2017 and Pg-11A in September 2017
Start of export production to Croatia in November 2017
£1 million end of year cash balance, including £0.4million of restricted cash.
-
-
-
-
-
-
- Debt reduced from £8.7m to £49k (actual cash liability rather than accounting measure).
-
£0.8 million (almost €1m in local currency) revenue from production
Recompletion of well Pg-10
In January 2017, we finalised the recompletion work on the first of two wells, Pg-10, and perforated the
production tubing at a depth of 3,102 metres. The well was subsequently tested and a maximum stabilised flow
rate of 249,000 cubic metres (8.8MMscfd) was achieved on a 12 mm choke.
Recompletion of well Pg-11A
The workover at Pg-11A started in April 2017 and was completed in August 2017. A section of the production
tubing was removed and replaced and production well head equipment was installed. The operation took longer
than anticipated after a wireline tool became stuck in the tubing during the final procedures to remove the
bottom hole plug.
Refurbishment of the existing processing facility (CPP)
The refurbishment of existing infrastructure was required to produce gas for export. The main work involved
installing a replacement separator, sufficient for the increased pressures and flow rates expected on the export
line. This work was completed in July 2017 and the replacement separator is capable of processing 240,000
cubic metres per day (8.5MMscfd).
Commencement of production
Production from Pg-10 started on 14 April 2017 and production from Pg-11A on 15 September 2017.
Connection and certification of the export pipeline
The 8” export pipeline which runs from the land at MRS Lendava owned by our 100% owned subsidiary, Trameta,
to the field operated by INA at Medjimurje in Croatia was pressure tested and certified by the Slovenian
authorities in November 2016.
The 6” production pipeline which runs from the CPP past MRS Lendava was refurbished and recertified during
the year. At the same time, the surface infrastructure required to clean and maintain the pipeline was installed
at MRS Lendava. Following this, the connection between the two lines was installed and tested and an
operational certificate issued by the Slovenian authorities.
Finally, in November 2017, the Croatian authorities issued an operating permit for the export pipeline on the
Croatian side. The export pipeline can accommodate daily production of over 800,000 cubic metres per day
(28 MMscfd).
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Analysis of business performance
1. Operational performance
Production KPI's
Apr-2017 May-2017
Jun-2017
Jul-2017 Aug-2017
Sep-2017
Total production (000s M3)
Total production (MCF)
Days producing
Average daily - 000s M3
Average daily - MMscfd
Condensate production
(litres)
BOE – Gas
BOE - Condensate
Production KPI's
Total production (000s m3)
Total production (Mcf)
Days producing
Average daily - 000s m3
Average daily - MMscfd
Condensate production
(litres)
BOE - Gas
BOE - Condensate
246
8,689
14
17.6
0.6
5,616
1,498
35
475
532
16,765
18,783
31
15.3
0.5
8,856
2,891
56
29
18.3
0.6
10,520
3,238
66
244
8,616
22
11.1
0.4
3,402
1,486
21
499
528
17,639
18,653
31
16.1
0.6
6,258
3,041
39
26
20.3
0.7
11,904
3,216
75
Oct-2017
Nov-2017 Dec-2017
Jan-2018
Feb-2018 Mar-2018
-
-
-
-
-
-
-
-
1,716
60,606
1,975
69,759
2,250
79,749
1,788
63,129
1,243
43,894
29
59.2
2.1
46,332
10,449
291
31
63.7
2.3
89,856
12,027
565
31
72.1
2.6
96,147
13,609
605
27
63.8
2.4
65,470
10,884
412
31
40.1
1.4
59,130
7,568
372
In total 11.4 million cubic metres of gas and 2.2 thousand barrels of condensate have been sold in the 12 months
since the commencement of production on 14 April 2017.
Between 14 April 2017 and 13 April 2018, the wells have been producing for 308 out of 365 days (84%).
Production was suspended for 17 days in July and August 2017 as part of our customers’ seasonal maintenance
programme. Production was suspended from both wells for 34 days in total from the end of September to early
November 2017 while the export infrastructure was connected and tested in anticipation of export production
starting.
Production from well Pg-10 has been satisfactory and in line with expectations. It has been in production for
just over one year and to date has produced 10.4 million cubic metres of gas. In addition, the production has
given us an increased understanding of the ‘F’ sands and their long term productive capabilities.
Well Pg-11A was a more difficult well to recomplete and bringing this well into stable production has been more
challenging. During the workover in 2017 a choke and a piece of tooling were left downhole at the end of the
operation. At the time it was expected that the well would flow satisfactorily with the restriction in place.
However, the performance of the well since September has been sub-optimal and so the operation to remove
the tooling and the choke was carried out in March 2018. The operation began on the 14 March 2018 and the
well was put back into production on 28 March 2018, the tooling having been removed and the tubing opened
significantly, although part of a mandrel remains stuck at 2,200 metres.
As the water column has not yet been fully removed from the well, the flow rates and pressure have not yet
fully recovered. Ascent’s engineers are currently working to remove the water and allow gas to flow more freely
to the surface again.
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
2. Financial performance
The financial highlights for the period are the reporting of revenues for the first time since 2013 and the
significant reduction of debt which has reduced to less than £40,000 during the year.
• Revenues for the period of £814,000 (2016: £Nil) through test production from April 2017 until the start
of November 2017 and then commercial production thereafter;
o £276,000 was derived from gas sales in Slovenia.
o £489,000 was derived from gas sales in Croatia.
o £49,000 was derived from condensate and other sales.
•
• Gross margin generated of £411,000 (2016: £Nil) after charges to transfer the margin on test phase
production to exploration and evaluation costs of £67,000 (2016: £Nil) in line with the Company’s
accounting policy.
Loss from operating activities during the period increased on the comparable period in 2016 by
£237,000 to £1,619,000 as a result of the increase in activities and operational supports costs required
as the Pg-10 and Pg-11A wells were brought production.
Loss before tax reduced by £710,000 to £1,966,000 as a result of the reduced finance costs on loan
notes following their early conversion to equity.
•
• Borrowings have reduced by £6 million over the year and the Company is now virtually debt free.
• Raised £2,988,000, before costs of £161,888 in equity, during February 2017 and a further £1,500,000
before costs of £100,000 in equity during November 2017; both through heavily subscribed offers on
the PrimaryBid platform.
£4.5 million (2016: £0.7 million) of additions to exploration and evaluation costs prior to the transfer of
£24.1 million of assets into production, related to Pg10 and Pg11a and their share of the exploration
cost pool following determination of commercial production in November 2017.
•
3. Share Price performance
The operational and financial successes noted above have not translated to a positive movement in the share
price. We believe that the current share price significantly undervalues the potential of the Petišovci project
and discounts the significant progress that has been made during 2017 to monetise the asset.
The Company has a high potential asset, located in a stable EU country, which is producing sufficient gas and
condensate to make the Company profitable and cash generative in future periods. We have strong partners in
Slovenia and the wider region together with a detailed understanding of the subsurface, and of the permitting
and regulatory system. The Company is well placed to grow within Slovenia and the region and I am of the view
this has not been reflected in the share price during Q4 2017 and Q1 2018.
Future Field Development
The Board of Ascent has, for some time, recognised the high potential of the Petišovci reservoirs and has
focussed all of its resources on bringing the first two ‘new’ wells (Pg-10 and Pg-11A) into production. The next
phase of the development plan is to re-enter and bring into production all suitable existing wells. We estimate
that up to seven of the existing Pg wells and well D14 are suitable candidates and we have begun the process
required to re-enter these.
As part of the process, we will conventionally perforate and produce from a number of these wells; this will
provide data on the pre-stimulation performance of the reservoirs, while at the same time generating revenue
for the joint venture.
While the focus of the development plan is to produce the significant quantities of gas in the Pg reservoirs, the
Company is also undertaking further studies of the Pontian Upper Miocene (‘Pt’) reservoirs where around 6
MMbls of oil has been produced in the past. These studies will be looking to identify any untapped potential in
these reservoirs, either through additional drilling or enhanced recovery techniques.
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
In addition to the further potential upside in the shallow oil there exists the possibility of further hydrocarbons
below the discovered Pg reservoirs. The feasibility of drilling past 4,000 metres when carrying out future re-
entries is another potential upside being assessed by our technical experts.
IPPC Permit
We submitted our original application in June 2014; in November of that year the Slovenian Environmental
Agency (‘ARSO’) approved the content of the application and initiated a public consultation process. In July
2015, once all reasonable objections raised by the general public had been addressed by the partners, to the
satisfaction of ARSO, the permit was provisionally awarded but was immediately appealed. In November 2015
the Environment Minister dismissed the appeal but a subsequent appeal was made to the Administrative Court.
Ascent and its partners had followed the permitting process as advised by the authorities and confirmed by our
legal advisers. It was therefore surprising and disappointing when the Administrative Court ruled in May 2016
that Slovenia had not implemented EU Directives appropriately and we were effectively returned to the
beginning of the process. We were obliged to follow rules which had been implemented after we had submitted
the original application despite Slovenian law clearly stating the opposite. This was deeply frustrating as was
the lack of any possibility for timely redress. We were advised that the quickest way through would be to follow
the revised process.
In November 2016 our revised application using the ‘Preliminary Screening’ procedure was approved by ARSO
but was again immediately appealed. In March 2017 the appeal was again dismissed by the Environment
Minister and again a further appeal was made to the Administrative Court. On this occasion, in November 2017,
the Court ruled in our favour and confirmed that the Preliminary Screening process had been appropriately
applied.
We have now submitted the baseline reports required by ARSO before the permit can be finally awarded.
Principal risks and uncertainties
Permitting risk
The single biggest issue when carrying out operations in Slovenia over the past five years has
been the environmental permitting process. This is not unique to Ascent and it is our opinion
that inefficiencies and uncertainties within the environmental permitting process are a
significant hurdle to economic growth in Slovenia.
The process to obtain a permit for the construction of a processing plant so that Slovenian
gas can be treated and sold in the Slovenian market has taken significantly longer than
should have been the case, due to the misapplication of EU Law by the Slovenian
Government.
Permitting risk exists for any elements of the field development plan which require an
environmental permit; mainly well stimulation and the installation of processing
equipment. This risk is mitigated by our detailed understanding of the process and our
continued lobbying for a reform of the more inefficient elements of the law.
Concession
extension risk
The date when the concession is due to be renewed is now only four years away which
means that before any further significant investment in facilities is made the Company and
its partners will need to have obtained an early extension of the concession.
The Company and its partners have, for over a year now, been completing the
documentation required to seek an early extension of the concession which is due to expire
in 2022. While we are confident that an extension will be granted as a matter of course
there is however no guarantee that this will be the case.
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
This risk is mitigated by the goals of the partners being well aligned; the fact that we have
brought the field into production safely and successfully and we have started the
preparatory work well in advance of the concession end date. As a result of which we
believe that the extension should be awarded in due course.
Sub-surface risk
The nature of the Petišovci Project is such that a range of health and safety, drilling,
production and commercial risks are identified for the development of the resource.
The Petišovci Pg reservoirs are over-pressured and hot, relative to normal hydrostatic and
thermal gradients. The reservoir gas contains some carbon dioxide and low levels of
hydrogen sulphide and mercaptan sulphur.
There is a risk that the Company is unable to effectively exploit the proven reserves and
resources from the Petišovci field which may result in a lower than anticipated return on
investment. This risk is mitigated by the experience of the expert technical consultants and
sub-contractors retained by the Company and the knowledge acquired by the Company from
production to date.
Legal risk
Now that the Group is generating revenue from the Slovenian asset it has received legal
claims relating to past activities. Based on legal advice received we consider these to be
spurious and without merit. The Board will vigorously reject such opportunistic approaches.
As a UK registered Company with operations in the EU, there is a risk of a negative impact
from the UK’s departure from the European Union. This risk is mitigated as we operate
through locally owned subsidiaries selling gas produced in Slovenia to Croatia, another EU
member state.
Risks associated
with the UK
withdrawal from
the European
Union
Outlook
2017 was a transformative year for the Company. In 2018 and beyond we look forward to the continued
development of the Petišovci field. Wells Pg-10 and Pg-11A are intended to prove the commerciality of the
wider field and the significant reserves and resources contained within.
While we anticipate receiving the IPPC permit to construct our own processing facility in due course this is not
a priority to the Company as in the meantime we have refurbished and increased the capacity of the existing
infrastructure.
The Company is in a strong position; we have an onshore European gas asset with significant potential to grow.
The net present value of this asset, as estimated by the Company and market analysts, is many times the current
market capitalisation. In addition, we have further upside potential within the Petišovci concession and
opportunities within Slovenia and the wider region.
We are delighted to have moved from an exploration company to a production company during the year. It has
been the goal that we have been working towards for many years and we now look forward to building from
this base and growing the Company into a significant regional Oil & Gas producer.
Colin Hutchinson
Chief Executive Officer
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Operations Review
Slovenia
Ascent Slovenia Ltd 75% (operator), Geoenergo d.o.o. 25% (concession holder)
The Petišovci Tight Gas Project, in a 98 km2 area in north eastern Slovenia, targets the development of tight gas
reservoirs known to be in Miocene clastic sediments.
Ascent first acquired an interest in the Petišovci project in 2007 and in 2009 an extensive 3D seismic survey was
conducted across the Petišovci concession area.
The structure has two sets of reservoirs, the shallower Upper Miocene and the deeper Middle Miocene. The
Middle Miocene Badenian reservoirs, or Pg sands, are the focus of Ascent's development objectives; however,
the shallow reservoirs, which were extensively developed during the 1960s, are not considered to be fully
depleted.
The north-east region of Slovenia has been an oil and gas producing area since the early 1940s and contains
much of the infrastructure necessary for processing and exporting produced hydrocarbons.
Two new appraisal wells, Pg-10 and Pg-11, drilled in 2010/2011 to a total vertical depth of 3,497 m and 3,500 m
respectively, confirmed gas in all six Middle Miocene Badenian reservoirs (‘A’ to ‘F’ Pg sands). Gas flowed for
the first time from the shallowest ‘A’ sands and, in addition, gas and condensate were sampled from the Lower
Badenian ‘L’ to ‘Q’ sands. Pg-10 proved productive from the ‘F’ sands and Pg-11A (Pg-11 was side-tracked for
technical reasons to Pg-11A) from the deeper ‘L’ to ‘Q’ sands. Both wells were successfully fracture stimulated
resulting in flow rates of 8 MMscfd from the ‘F’ sands and 2 MMscfd from the ‘L, M and N’ sands, proving the
commercial potential of both wells.
During 2017 both Pg-10 and Pg-11A have been brought into production. In April 2017 test production
commenced from Pg-10 with the resulting gas sold to a local industrial customer. In November 2017 export
production began. This followed the upgrade and installation of infrastructure and the recommissioning of the
export pipeline which links the Petišovci field in Slovenia with the Medjimurje field in Croatia which is operated
by INA. Total production for the year was 5,989,921 cubic metres of gas, resulting in revenue of £814,000. The
Company is entitled to 90% of the proceeds of revenue from production until such time as back costs have been
recovered.
Back-in Rights
Netherlands
As part of the Sale and Purchase Agreement signed in 2013 with Tulip Oil for the Company’s former Dutch
licences, Ascent has the right to re-purchase a 10% interest in each of the Dutch licences once Tulip has made a
final investment decision with respect to the commercial development of the Terschelling-Noord Field.
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Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Summary of Group Net Oil and Gas Reserves
Net Reserves and Resources
Net Attributable
Net Attributable
Net Attributable
Reserves
(Bcfe)
Contingent Resources
Prospective Resources
(Bcfe)
(Bcfe)
Slovenia
P90
41
P50
88
P10
173
Low
Best
High
Low
Best
High
42
76
140
-
-
-
These figures are based on RPS gas-in-place estimates with a management assumption of a 50% recovery factor
and Ascent’s 75% participation.
Tested and/or produced commercial sands are included as reserves while untested and unproduced sands
remain as resources. The condensate content of gas is not included.
Remaining reserves have been adjusted to take account of historic field production and estimates of process
flare and fuel, which to the end of 2017 were 9.3 Bcfe. Ascent’s share of this production and gas use is 7.0 Bcf.
Proven Reserves (P90) are those quantities of petroleum which can be estimated with reasonable certainty to
be commercially recoverable, from known reservoirs and under current economic conditions, operating
methods and government regulations.
Proven + Probable Reserves (P50) includes those unproven reserves which are more likely than not to be
recoverable.
For the P90 (P50 and P10) Reserves there is at least a 90% (50%; 10%) probability that the quantities actually
recovered will equal or exceed the estimate.
Contingent Resources are those quantities of petroleum estimated, as of a given date, to be potentially
recoverable from known accumulations, but the applied project(s) are not yet considered mature enough for
commercial development due to one or more contingencies. Contingent resources may include, for example,
projects for which there are currently no viable markets or where commercial recovery is dependent on
technology under development or where evaluation of the accumulation is insufficient to clearly assess
commerciality.
Prospective Resources are those quantities of petroleum which are estimated to be potentially recoverable from
undiscovered accumulations.
The range of estimates shown for each category of reserves or resources is a measure of the uncertainty inherent
in the estimation of producible volumes and includes the current perceptions of geological, operational and
commercial risk.
- 13 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Summary of Ascent Resources plc’s Licence Interests as at 31 December 2017
Permit
Operations
Slovenia
Subsidiary
Working
Interest
(%)
Permit
Area
Gross
(km2)
Net
(km2)
Status
Petišovci Concession
Ascent Slovenia Limited
75
98
73
Oil & gas exploitation
Back in rights
The Netherlands
M10a/M11
Terschelling-Noord
Ascent Resources
Netherlands BV
110
59
Gas exploration and
appraisal
Glossary
M
MM
B
km2
m3
Thousand*
Million*
Billion*
Square kilometres
Cubic metres
cf
scf
scfd
Bcfe
Cubic feet
Standard cubic feet
Standard cubic feet per day
Billion cubic feet equivalent
* These are ‘oilfield’ units, as commonly used in the oil and gas industry. Other units conform to
the Système International d'unités (SI) convention
- 14 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Directors’ Report
The Directors present their Directors’ Report and Financial Statements for the year ended 31 December 2017
(‘the year’).
Principal activities
The principal activities of the Group comprise gas and oil exploration and production. The Company is registered
in England and Wales and is quoted on the AIM Market of the London Stock Exchange.
The Group’s corporate management is in London and its oil and gas interests are in Slovenia. The Group operates
its own undertakings both through subsidiary companies and joint ventures. The subsidiary undertakings
affecting the Group’s results and net assets are listed in Note 11 to the Financial Statements.
Future developments
The Company has identified the European gas market as a relatively stable and secure arena in which to
compete. The European market continues to be a net importer of gas whilst diversity of supply is central to the
energy security strategy of most nations. The Petišovci field in Slovenia has the potential to supply a significant
proportion of the country’s gas requirement for many years.
Financial risk management
Details of the Group’s financial instruments and its policies with regard to financial risk management are given
in Note 25 of the Financial Statements.
Results and dividends
The loss for the year after taxation was £2.0 million (2016: £2.7 million). The Directors do not recommend the
payment of a dividend (2016: Nil).
Post balance sheet events
In March 2018 the Company carried out an operation at Pg-11A to remove a choke and some stuck tooling left
downhole at the end of the workover operation in August 2017. At the time it was expected that the well would
flow satisfactorily with the restriction in place. However, the performance of the well since September has been
sub-optimal and so the operation to remove the tooling and the choke was carried out. The tooling was
removed, and the tubing opened significantly, although part of a mandrel remains stuck at 2,200 metres. As the
water column has not yet been fully removed from the well, the flow rates and pressure have not yet fully
recovered. Ascent’s engineers are currently working to remove the water and allow gas to flow more freely to
the surface again. The results of the operation are not clear at the date of this report.
Directors
The Directors of the Company that served during the year, and subsequently, were as follows:
Colin Hutchinson
Clive Nathan Carver
Nigel Sandford Johnson Moore
William Cameron Davies
Relevant details of the Directors, which include committee memberships, are set out on page 18.
- 15 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Directors’ interests
The beneficial and non-beneficial interests in the issued share capital and CLNs of the Company were as follows:
Ordinary shares of 0.1p each.
Convertible loan notes.
Clive Carver
Nigel Moore
Cameron Davies
Colin Hutchinson
At 31 December 2017 At 31 December 2016 At 31 December 2017 At 31 December 2016
34,166
13,333
13,333
10,001
3,304,231
1,339,275
1,340,800
1,570,370
-
5,975
7,500
270,270
-
-
-
-
Directors’ emoluments
Details of Directors’ share options and remuneration are set out in Note 4 to the Financial Statements, under
the heading ‘Directors’ remuneration’.
Third party indemnity provision
The Company has provided liability insurance for its Directors. The annual cost of the cover is not material to
the Group. The Company’s Articles of Association allow it to provide an indemnity for the benefit of its Directors
which is a qualifying indemnity provision for the purposes of the Companies Act 2006.
Share capital
Details of changes to share capital in the period are set out in Note 18 to the Financial Statements.
As at 12 April 2018 the Company has been notified of the following significant interests in its ordinary shares,
being a holding of 3% and above:
Hargreaves Lansdown (Nominees) Limited <15942>
Interactive Investor Services Nominees Limited
Hargreaves Lansdown (Nominees) Limited
Barclays Direct Investing Nominees Limited
HSDL Nominees Limited
Hargreaves Lansdown (Nominees) Limited
Interactive Investor Services Nominees Limited
HSDL Nominees Limited
Share Nominees Ltd
Shareholder communications
Number of
ordinary shares
254,610,943
211,185,736
198,422,171
195,506,143
155,138,981
149,326,807
117,007,551
92,166,811
91,488,407
%
11.22
9.31
8.75
8.62
6.84
6.58
5.16
4.06
4.03
The Company has a website, www.ascentresources.co.uk, for the purposes of improving information flow to
shareholders, as well as potential investors.
Employees
The Company’s Board composition provides the platform for sound corporate governance and robust leadership
in implementing the Company’s strategies to meet its stated goals and objectives.
The Group’s employees and consultants play an integral part in executing its strategy and the overall success
and sustainability of the organisation. The Group has a highly skilled and dedicated team of employees and
consultants and places great emphasis on attracting and retaining quality staff. As an international oil and gas
company, we facilitate the development of leadership from the communities in which we operate. There is a
large pool of qualified upstream oil and gas exploration and production professionals in the areas in which we
operate, and we are committed to building and developing our teams from these talent pools.
- 16 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The Group holds its employees and consultants at all levels to high standards and expects the conduct of its
employees to reflect mutual respect, tolerance of cultural differences, adherence to the corporate code of
conduct and an ambition to excel in their various disciplines.
Disclosure of information to auditors
In the case of each person who was a Director at the time this report was approved:
•
•
so far as that Director was aware there was no relevant audit information of which the Company’s
auditors were unaware; and
that Director had taken all steps that the Director ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Company’s auditors were aware of
that information.
This information is given and should be interpreted in accordance with the provisions of Section 418 of the
Companies Act 2006.
Going Concern
The Financial Statements of the Group are prepared on a going concern basis as detailed in Note 1 to the financial
statements.
Auditors
In accordance with Section 489 of the Companies Act 2006, a resolution for the reappointment of BDO LLP as
auditors of the Company is to be proposed at the forthcoming Annual General Meeting.
Approved for issue by the Board of Directors
and signed on its behalf
Clive Carver
Chairman
16 April 2018
- 17 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Board of Directors
Clive Carver
Non-executive Chairman
Clive Carver qualified as a chartered accountant with Coopers & Lybrand in London in 1986. Since then he has
focussed on the corporate finance and corporate broking arena, including working for Kleinwort Benson and
Price Waterhouse Corporate Finance. He was successively head of corporate finance at broking firms Seymour
Pierce, Williams de Broe and finnCap.
He is executive Chairman of Caspian Sunrise PLC and non-Executive Chairman of Tax Systems PLC and appScatter
PLC all of which have their shares quoted on AIM.
Colin Hutchinson
Chief Executive Officer & Finance Director
Colin Hutchinson is a fellow of the Institute of Chartered Accountants in Ireland, he holds a law degree from the
University of Dundee and an MBA from Warwick Business School. Colin previously served as the Company's
Finance Director. After completing his accountancy training with Deloitte, he gained significant international
experience while working in commercially orientated finance roles with a mix of technology and energy
companies. Prior to joining Ascent, he was Group Financial Controller & Company Secretary at Lochard Energy
plc and Co-Founder & Finance Director at Samba Communications Ltd.
Nigel Moore
Non-executive Director
Chairman of the Audit Committee and member of the Remuneration Committee
Nigel Moore is a Chartered Accountant and was a former partner at Ernst & Young for thirty years until 2003.
For the last ten years at Ernst & Young he specialised in the oil and gas sector, advising a wide range of client
companies, providing significant input to strategic options, new opportunities and helping to deliver shareholder
value. During the last 15 years Nigel has been a member of a number of boards focussed on extractive industries.
Cameron Davies
Non-executive Director
Chairman of the Remuneration Committee and member of the Audit Committee
Cameron Davies is an international energy sector specialist and the former Chief Executive of Alkane Energy plc.
He has a PhD in Applied Geochemistry from Imperial College, is a Fellow of the Geological Society of London and
a member of the European Petroleum Negotiators Group and the PESGB. He has an excellent track record of
exploration success and also growing profits in a quoted energy company. His career successes include the
discovery of the third largest oilfield in Tunisia. In 1994 he founded Alkane Energy plc and managed the business
from original concept, through venture capital funding and an IPO to become a profitable operator of c. 160 MW
of gas to power generation plants. In Q4 2016 Alkane was acquired for c.£61 million by Balfour Beatty
Infrastructure Partners when Cameron resigned as a director. He is also Non-executive Chairman of Powerhouse
Energy PLC.
- 18 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Directors and Advisers
Directors
Secretary
Registered Office
Nominated Adviser and Joint Broker
Auditors
Solicitors
Bankers
Share Registry
PR & IR
Clive Carver
Colin Hutchinson
Nigel Moore
Cameron Davies
Colin Hutchinson
5 New Street Square
London EC4A 3TW
WH Ireland Corporate Brokers
24 Martin Lane
London EC4R 0DR
BDO LLP
55 Baker Street
London W1U 7EU
Taylor Wessing LLP
5 New Street Square
London EC4A 3TW
Barclays Corporate Banking
1 Churchill Place
London E14 5HP
Computershare Investors Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Yellow Jersey PR Limited
33 Stockwell Green
London SW99HZ
Company’s registered number
05239285
- 19 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Corporate Responsibility
Ascent operates a Management System that embodies Environmental, Health, Safety (‘EHS’) and Social
Responsibility (‘SR’) principles. This system defines objectives to be met by Ascent, its subsidiaries, affiliates,
associates and operated joint ventures (hereinafter collectively referred to as Ascent) in the management of EHS
and SR.
The policy of the Board of Ascent is to be fully accountable for the necessary practices, procedures and means
being in place so as to ensure that each EHS and SR objective is demonstrated in full and that continuous
improvement practices are operating to ensure that the required practices, procedures and means are being
monitored, refined and optimised as necessary. The Board will accordingly review and report regularly to
external stakeholders as to the achievement of the objectives of this policy.
In accordance with this policy, the Executive Directors of Ascent are directly and collectively responsible to the
Board for demonstrating that the EHS and SR objectives are attained throughout Ascent. The Executive Directors
have adopted Management System Guidelines as guidance for demonstrating this.
The objectives of the Environment, Health, Safety and Social Responsibility Policy are:
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
Ascent shall manage all operations in a manner that protects the environment and the health and
safety of employees, third parties and the community.
The Executive Director provides the vision, establishes the framework, sets the objectives and
provides the resources for responsible management of Ascent’s operations.
Leadership and visible commitment to continuous improvement are critical elements of successful
operations.
A process that measures performance relative to policy aims and objectives is essential to improving
performance. Sharing best practices and learning from each other promotes improvement.
Effective business controls ensure the prevention, control and mitigation of threats and hazards to
business stewardship.
Risk identification, assessment and prioritisation can reduce risk and mitigate hazards to employees,
third parties, the community and the environment. Management of risk is a continuous process.
Safe, environmentally sound operations rely on well-trained, motivated people. Careful selection,
placement, training, development and assessment of employees and clear communication and
understanding of responsibilities are critical to achieving operating excellence.
The use of
internationally recognised standards, procedures and specifications for design,
construction, commissioning, modifications and decommissioning activities are essential for achieving
operating excellence.
Operations within recognised and prudent parameters are essential to achieving clear operating
excellence. This requires operating, inspection and maintenance procedures and information on the
processes, facilities and materials handled, together with systems to ensure that such procedures
have been properly communicated and understood.
Adhering to established safe work practices, evaluating and managing change and providing up-to-
date procedures to manage safety and health risks contribute to a safe workplace for employees and
third parties.
The minimisation of environmental risks and liabilities are integral parts of Ascent’s operations.
Third parties who provide materials and services (personnel and equipment) or operate facilities on
Ascent’s behalf have an impact on EHS and SR excellence. It is essential that third-party services are
provided in a manner consistent with Ascent’s EHS and SR Policy and Management System Guidelines.
Compliance with regulatory requirements and company guidelines must be periodically measured
and verified as part of the continuous improvement process.
- 20 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
▪
▪
▪
Preparedness and planning for emergencies are essential to ensuring that all necessary actions are
taken if an incident occurs, to protect employees, third parties, the public, the environment, the assets
and brand of Ascent.
Effective reporting, incident investigation, communication and lessons learned are essential to
attaining and improving performance.
Open and honest communication with the communities, authorities and stakeholders with which
Ascent operates builds confidence and trust in the integrity of Ascent.
During 2017, the Group was Operator of one project which was closely managed for maintaining the EHS and SR
policy aims.
There have been no breaches of any applicable Acts recorded against the Group during the reporting period.
- 21 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Directors’ Report, the Strategic Report and the Financial
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the Group and Company financial statements in accordance with International
Financial Reporting Standards (‘IFRSs’) as adopted by the European Union. Under company law the Directors
must not approve the financial statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Group and Company and of the profit or loss of the Group for that period. The Directors
are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for
companies trading securities on the AIM Market.
In preparing these financial statements the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
•
•
state whether they have been prepared in accordance with IFRSs as adopted by the European Union,
subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume that
the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available
on a website. Financial statements are published on the Company's website (www.ascentresources.co.uk) in
accordance with legislation in the United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the
Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing
integrity of the Financial Statements contained therein.
- 22 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Independent auditor’s report to the members of Ascent Resources plc
Opinion
We have audited the financial statements of Ascent Resources plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 December 2017 which comprise the consolidated income statement and
statement of comprehensive income, the consolidated and company statement of changes in equity, the
consolidated and company statement of financial position, the consolidated and company cash flow
statement, and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and,
as regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2017 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in accordance with the provisions of the Companies Act
2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the group and the parent
company in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent
company’s members those matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the parent company and the parent company’s members as a body, for our audit work, for this report, or
for the opinions we have formed.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:
•
•
the directors’ use of the going concern basis of accounting in the preparation of the financial
statements is not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the
- 23 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
going concern basis of accounting for a period of at least twelve months from the date when the
financial statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Matter
Classification of the Petišovci asset and carrying
value of the exploration, evaluation costs and
PP&E
Our Response
Classification
Classification
The group determined that particular assets in
the Petišovci field had reached commercial
feasibility with commercial production during the
year. As such, £24.1m was transferred from
exploration and evaluation costs to property,
plant and equipment (“PP&E”) in 2017 as
detailed in notes 9 and 10. The assessment that
certain assets had reached commercial feasibility
and commercial production represents a
judgement by management, together with the
cost to be transferred from the exploration cost
pool to PP&E.
Judgement was also required in determining an
appropriate depreciation policy to apply to the
producing assets, which involved significant
estimates and judgement including the selection
of inputs to the depletion method, gas reserves
included in the calculations and the extent to
which future capital expenditure to access the
relevant reserves are included in the calculation.
Carrying values of exploration, evaluation and
producing assets
The group’s exploration and evaluation assets
associated with the remaining Petišovci license
area represent material assets on the group’s
statement of financial position. As at 31
December 2017, the group’s exploration and
evaluation assets totalled £18.6m (2016: £37.5m)
as detailed in note 10.
Management were required to perform an
impairment indicator review to assess whether
there were any indicators of impairment for
these assets and whether impairment is
appropriate. Following this assessment, the
We considered management’s judgement that
particular assets, namely the Pg10/Pg11a wells
and associated infrastructure, met the criteria for
transfer to PP&E under the group’s accounting
policies and IFRS. This included assessment of the
reserves per the independent Competent
Person’s assessment of gas reserves, together
with review of production data and the margins
generated from the wells following supply under
the INA contract.
We reviewed the breakdown of the costs
transferred to production assets, agreeing costs
to historic accounting records and considered the
appropriateness of the classification. In respect
of costs not specifically attributed to the wells
and infrastructure, such as the original
acquisition cost for the field, we assessed the
methodology used for allocating such costs
between exploration and evaluation assets and
PP&E and confirmed key inputs to supporting
evidence.
We assessed the depreciation policy and
considered whether it is in line with IFRS and
with industry practice. We agreed the inputs to
the calculations. This included confirming the
consistency of the reserves with the Pg10/11a
field plan and impairment model, confirming that
the estimated capital expenditure is consistent
with those models and agreeing production data
to customer statements.
- 24 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Board concluded that no impairment was
required. For further details see note 1.
Carrying values of exploration, evaluation and
producing assets
Additionally, management are required to assess
the producing assets for indicators of impairment
at each reporting date and have performed an
impairment review using the discounted cash
flows for the producing asset cash generating
unit accordingly. As detailed in note 1, the
assessment of any impairment to the carrying
value of the producing asset requires significant
estimation by management. The key estimates
and judgements include oil price, reserves,
decline rates, and discount rate.
Given the inherent judgement involved in
determining whether particular assets should be
transferred to PP&E and subsequent
depreciation policy, the costs to be transferred
and the assessment of the carrying value of the
exploration and evaluation assets and PP&E, we
considered this area to be a key audit matter.
We reviewed and challenged management’s
impairment assessment for exploration and
evaluation costs which was carried out in
accordance with IFRS 6 in order to determine
whether there were any indicators of
impairment. In doing so we confirmed that the
licences remain valid, made inquiries of
management regarding the future planned
exploration and considered the group’s internal
plans and budgets.
We reviewed and challenged management’s
discounted cash flow forecast models for both
the exploration and evaluation assets and
producing assets separately, which form part of
their impairment review. In doing so, we
considered the appropriateness of the cash
generating units used for the impairment
reviews.
We have reviewed the key assumptions in the
models, challenging the appropriateness of
estimates with reference to empirical data and
external evidence where available for inputs such
as gas prices, reserves, production rates and
capital expenditure. We sensitised the key inputs
such as discount rate and short and longer-term
gas prices to assess the impact on headroom.
We agreed the reserves used in the models to
the most recent Competent Person’s report and
assessed the objectivity, competence and
independence of these experts.
We have considered management’s assessment
that the IPPC permit will be approved, which
forms a judgement within the impairment
reviews. In doing so, we have reviewed Board
minutes, legal documents and correspondence
regarding the permitting process.
We assessed the disclosures included in the
financial statements in notes 1, 9 and 10.
Our findings:
We found management’s judgements regarding the classification of the Petišovci assets and the
depreciation policy to be appropriate. We found management’s conclusion that there is no
impairment required for the exploration and evaluation costs or PP&E to be supportable and the
estimates to be balanced and well considered.
- 25 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Matter
Revenue recognition and cut-off
Our Response
During the year the group generated £0.8m of
revenue from the sale of hydrocarbons from the
Petišovci field. In accordance with the group’s
accounting policy revenue on test production is
recorded at nil margin with a reduction in cost of
sales and exploration and evaluation assets.
Once commercial production has been
established revenue and costs are recorded in
the income statement.
Management were required to exercise
judgement in determining the extent to which
revenues represented test production versus
commercial levels of production, considering
factors such as the volumes produced and
profitability of such production. In addition,
management were required to determine an
appropriate revenue recognition policy with the
commencement of sales. These factors were
considered to increase the risk associated with
revenue recognition for our audit.
We reviewed the revenue recognition policy
disclosed in the financial statements as per note
1, considering its compliance with IFRS and
industry standards as well as the customer
contracts and Joint Operating Agreement.
We considered the consistency of the accounting
for revenue and costs of production with the
judgements as to when commercial production
was achieved set out above.
We reviewed the accounting treatment of gas
produced and costs associated with the
production during the pre-production phase and
commercial production phase, to ensure that the
treatment is consistent with the group’s
accounting policy.
We agreed a sample of sales transactions in the
year to supporting documentation.
Additionally, recognition of revenue carries an
implicit fraud risk and we considered the risk to
be around the manipulation of cut-off around
year end and, as such, cut-off was an area of key
focus for our audit.
Our findings:
We found the revenue recognition policy to be appropriate and found that revenue had been
recorded in the appropriate period.
We performed cut off procedures on revenue
around the year end to satisfy ourselves that
revenue is recognised in the correct period and
that corresponding costs of sales are
appropriately accounted for.
Our application of materiality
FY 2017
FY 2016
Group materiality
£650,000
£800,000
Basis for materiality
Materiality based on 1.5% of
group assets.
Materiality based on 2% of group
assets.
We consider total assets to be the financial metric of the most interest to shareholders and other users of the
financial statements, given the group’s status as an oil and gas exploration and development company with
commercial production only commencing in November 2017, and therefore consider this to be an appropriate
basis for materiality. We had previously used a slightly higher percentage of total assets but having considered
market trends the materiality benchmark was revised downwards.
Materiality in respect of the audit of the parent company was set at £585,000 (2016: £720,000) using a
benchmark of 1.5% (2016: 2%) of total assets, limited to 90% of group materiality.
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions,
could influence the economic decisions of reasonable users that are taken on the basis of the financial
statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as
- 26 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Performance materiality is the application of materiality at the individual account or balance level set at an
amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the financial statements as a whole. Performance
materiality was set at 75% (2016: 75%) of the above materiality levels.
We agreed with the audit committee that we would report to the committee all individual audit differences
identified during the course of our audit in excess of £30,000 (2016: £40,000). We also agreed to report
differences below these thresholds that, in our view, warranted reporting on qualitative grounds.
There were no misstatements identified during the course of our audit that were individually, or in aggregate,
considered to be material in terms of their absolute monetary value or on qualitative grounds.
An overview of the scope of our audit
Our group audit focused on the group’s significant components which comprised Ascent Resources Plc and
Ascent Slovenia Limited. Whilst materiality for the financial statements as a whole was £650,000, each
significant component of the Group was audited to a lower level of performance materiality of £430,000. Both
of the components were audited by BDO LLP.
The remaining components of the Group were considered non-significant and such components were subject
to analytical review procedures together with substantive testing on group audit risk areas applicable to that
component, carried out by the group audit team.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
- 27 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 22, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Ryan Ferguson (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
16 April 2018
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
- 28 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Consolidated Income Statement &
Statement of Other Comprehensive Income
For the year ended 31 December 2017
Year ended
31 December
2017
£ ’000s
Year ended
31 December
2016
£ ’000s
Notes
Revenue
Cost of sales
Gross profit
Administrative expenses
Loss from operating activities
Finance income
Finance cost
Net finance costs
Loss before taxation
Income tax expense
Loss for the year
Loss for the year attributable to equity holders
of the parent
Loss per share
Basic & fully diluted loss per share (Pence)
2
2
3
5
5
6
8
Loss for the year
Other comprehensive income
Foreign currency translation differences for
foreign operations
814
(403)
411
(2,030)
(1,619)
-
(347)
(347)
-
-
-
(1,382)
(1,382)
159
(1,453)
(1,294)
(1,966)
(2,676)
-
(1,966)
-
(2,676)
(1,966)
(2,676)
(0.10)
(0.49)
Year ended
31 December
2017
£ ’000s
Year ended
31 December
2016
£ ’000s
(1,966)
(2,676)
898
2,997
Total comprehensive (loss) / income for the
year
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
(1,068)
321
- 29 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Consolidated Statement of Changes in Equity
For the year ended 31 December 2017
Balance at 1 January 2016
Comprehensive income
Loss for the year
Other comprehensive income
Currency translation differences
Total comprehensive income
Transactions with owners
Acquisition of Trameta
Extinguishment of convertible loan notes
Extension of convertible loan notes
Issue of new convertible loan notes
Conversion of loan notes
Issue of shares during the year net of costs
Share-based payments and expiry of options
Balance at 31 December 2016
Balance at 1 January 2017
Comprehensive income
Loss for the year
Other comprehensive income
Currency translation differences
Total comprehensive income
Transactions with owners
Conversion of loan notes
Issue of shares during the year net of costs
Shares issued under Trameta acquisition
Share-based payments
Balance at 31 December 2017
Share capital
£ ’000s
1,878
Share
premium
£ ’000s
56,693
Merger
Reserve
£ ’000s
-
Equity reserve
£ ’000s
1,572
Share based
payment
reserve
£ ’000s
483
Translation
reserve
£ ’000s
(2,805)
Retained
earnings
£ ’000s
(37,147)
Total
£ ’000s
20,674
-
-
-
-
-
-
-
749
1,105
-
3,732
3,732
-
-
-
1,803
516
50
-
6,101
-
-
-
-
-
-
-
2,996
3,584
-
63,273
63,273
-
-
-
4,564
3,810
-
-
71,647
-
-
-
-
(1,572)
2,787
360
-
-
-
3,147
3,147
-
-
-
(3,131)
-
-
-
16
-
-
-
1,103
-
-
-
-
-
94
1,680
1,680
-
-
-
-
-
(350)
239
1,569
-
(2,676)
(2,676)
2,997
2,997
-
-
-
-
-
-
-
192
192
-
898
898
-
-
-
-
1,090
-
(2,676)
-
1,572
-
-
-
-
94
(38,157)
(38,157)
2,997
321
1,103
-
2,787
360
3,745
4,689
188
33,867
33,867
(1,966)
(1,966)
-
(1,996)
3,131
-
-
-
(36,992)
898
(1,068)
6,367
4,326
-
239
43,731
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300
-
300
- 30 -
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Company Statement of Changes in Equity
For the year ended 31 December 2017
Balance at 1 January 2016
Comprehensive income
Profit and total comprehensive income for the year
Transactions with owners
Acquisition of Trameta
Extinguishment of convertible loan notes
Extension of convertible loan notes
Issue of new convertible loan notes
Conversion of loan notes
Issue of shares during the year net of costs
Share-based payments
Balance at 31 December 2016
Balance at 1 January 2017
Comprehensive income
Profit and total comprehensive income for the year
Transactions with owners
Conversion of loan notes
Issue of shares during the year net of costs
Shares issued under acquisition Trameta
Share-based payments
Balance at 31 December 2017
Share capital
Share premium Merger Reserve
Equity reserve
£ ’000s
£ ’000s
£ ’000s
£ ’000s
Share based
payment reserve
£ ’000s
Retained
earnings
£ ’000s
Total parent
equity
£ ’000s
1,878
56,693
-
-
-
-
-
749
1,105
-
3,732
3,732
-
1,803
516
50
-
6,101
-
-
-
-
-
2,996
3,584
-
63,273
63,273
-
4,564
3,810
-
-
71,647
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300
-
300
1,572
-
-
(1,572)
2,787
360
-
-
-
3,147
3,147
-
(3,131)
-
-
-
16
483
-
1,103
-
-
-
-
-
94
1,680
1,680
-
-
-
(350)
239
1,569
(38,762)
21,864
1,774
-
1,572
-
-
-
-
94
(35,322)
(35,322)
1,349
3,131
-
-
-
(30,842)
1,774
1,103
-
2,787
360
3,745
4,689
188
36,510
36,510
1,349
6,367
4,326
-
239
48,791
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
- 31 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Consolidated Statement of Financial Position
As at 31 December 2017
Assets
Non-current assets
Property, plant and equipment
Exploration and evaluation costs
Prepaid abandonment fund
Total non-current assets
Current assets
Inventory
Trade and other receivables
Cash and cash equivalents
Restricted cash
Total current assets
Total assets
Equity and liabilities
Attributable to the equity holders of the Parent
Company
Share capital
Share premium account
Merger Reserve
Equity reserve
Share-based payment reserve
Translation reserves
Retained earnings
Total equity
Non-current liabilities
Borrowings
Provisions
Total non-current liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
31 December
2017
£ ’000s
31 December
2016
£ ’000s
Notes
9
10
12
12
24
18
14
15
16
23,902
18,587
279
42,768
2
763
721
355
1,841
44,609
6,101
71,647
300
16
1,569
1,090
(36,992)
43,731
36
266
302
576
576
878
44,609
4
37,541
-
37,545
-
32
3,153
-
3,185
40,730
3,732
63,273
-
3,147
1,680
192
(38,157)
33,867
6,162
447
6,609
254
254
6,863
40,730
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 16 April 2018
and signed on its behalf by:
Clive Carver,
Chairman
16 April 2018
- 32 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Company Statement of Financial Position
As at 31 December 2017
Non-current assets
Property, plant and equipment
Investment in subsidiaries and joint ventures
Intercompany receivables
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Restricted cash
Total current assets
Total assets
Equity
Share capital
Share premium
Merger Reserve
Equity reserve
Share-based payment reserve
Retained loss
Total equity
Non-Current liabilities
Borrowings
Total current liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
31 December
2017
£ ’000s
31 December
2016
£ ’000s
Notes
11
21
13
24
18
14
17
2
15,443
32,447
47,892
55
700
355
1,110
2
15,443
24,239
39,684
10
3,143
-
3,153
49,001
42,837
6,101
71,647
300
16
1,569
(30,842)
48,791
36
36
174
174
210
3,732
63,273
-
3,147
1,680
(35,322)
36,510
6,162
6,162
165
165
6,327
49,001
42,837
The Company profit for the year was £1.3 million (2016: £1.8 million).
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 16 April 2018 and
signed on its behalf by:
Clive Carver
Chairman
16 April 2018
- 33 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Consolidated Cash Flow Statement
For the year ended 31 December 2017
Cash flows from operations
Loss after tax for the year
Adjustments for:
Depreciation charge
Change in inventory
Change in receivables
Change in payables
Share- based payment charge
Exchange differences
Finance income
Finance cost
Transfer to restricted cash *
Net cash used in operating activities
Cash flows from investing activities
Interest received
Payments for fixed assets
Payments for investing in exploration
Prepayment towards abandonment fund
Net cash used in investing activities
Cash flows from financing activities
Interest paid and other finance fees
Proceeds from loans
Repayment of loan
Issue of ordinary shares
Share issue costs
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents
for the year
Effect of foreign exchange differences
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Year ended
31 December
2017
£ ’000s
Year ended
31 December
2016
£ ’000s
(1,966)
239
(2)
(731)
121
239
29
-
347
(355)
(2,079)
-
(45)
(4,343)
(279)
(4,667)
(12)
-
-
4,500
(174)
4,314
(2,432)
-
3,153
721
(2,676)
-
-
29
(252)
188
1
(159)
1,453
-
(1,416)
1
(1)
(677)
-
(677)
(73)
1,400
(800)
4,999
(311)
5,215
3,122
(1)
32
3,153
* Restricted cash related to monies held on deposit by Ascent as collateral against a bank guarantee in favour of INA to
cover any potential future penalties under the gas sales agreement.
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
- 34 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Company Cash Flow Statement
For the year ended 31 December 2017
Cash flows from operations
Profit after tax for the year
Adjustments for
Change in receivables
Change in payables
Increase in share-based payments reserve
Foreign exchange
Finance income
Finance cost
Transfer to restricted cash *
Net cash generated from / (used in) operating
activities
Cash flows from investing activities
Payments for fixed assets
Advances to subsidiaries
Net cash flows used in investing activities
Cash flows from financing activities
Interest paid
Proceeds from loans
Repayment of loan
Cash proceeds from issue of shares
Share issue costs
Net cash generated from financing activities
Net (decrease)/ increase in cash and cash
equivalents
Cash and cash equivalents at beginning of the year
Effects of foreign exchange differences
Cash and cash equivalents at end of the year
Year ended
31 December
2017
£ ’000s
Year ended
31 December
2016
£ ’000s
1,349
(45)
9
239
(1,294)
-
337
(355)
240
-
(7,008)
(7,008)
(2)
-
-
4,500
(174)
4,324
(2,444)
3,143
1
700
1,774
34
(251)
188
(3,921)
(154)
1,441
-
(889)
(1)
(1,211)
(1,212)
(73)
1,400
(800)
4,999
(311)
5,215
3,114
28
1
3,143
* Restricted cash related to monies held on deposit by Ascent as collateral against a bank guarantee in favour of INA to
cover any potential future penalties under the gas sales agreement.
The Notes on pages 36 to 58 are an integral part of these consolidated financial statements.
- 35 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Notes to the accounts
1 Accounting policies
Reporting entity
Ascent Resources plc (‘the Company’ or ‘Ascent’) is a company domiciled and incorporated in England. The address of the
Company’s registered office is 5 New Street Square, London EC4A 3TW. The consolidated financial statements of the Company
for the year ended 31 December 2017 comprise the Company and its subsidiaries (together referred to as the ‘Group’) and the
Group’s interest in associates and joint ventures. The Parent Company financial statements present information about the
Company as a separate entity and not about its Group.
The Company is admitted to AIM, a market of the London Stock Exchange.
The consolidated financial statements of the Group for the year ended 31 December 2017 are available from the Company’s
website at www.ascentresources.co.uk.
Statement of compliance
The Group’s and Company’s financial statements for the year ended 31 December 2017 were approved and authorised for issue
by the Board of Directors on 16 April 2018 and the Statements of Financial Position were signed on behalf of the Board by Clive
Carver.
Both the Parent Company financial statements and the Group financial statements give a true and fair view and have been
prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU
(‘IFRSs’).
Basis of preparation
In publishing the Parent Company financial statements here together with the Group financial statements, the Company is taking
advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual income statement and related
notes that form a part of these approved financial statements. The Company profit for the year was £1,349,000 (2016: profit of
£1,774,000)
Measurement Convention
The financial statements have been prepared under the historical cost convention. The financial statements are presented in
sterling and have been rounded to the nearest thousand (£’000s) except where otherwise indicated.
The principal accounting policies set out below have been consistently applied to all periods presented.
Going Concern
The Financial Statements of the Group are prepared on a going concern basis. Following the commencement of export
production, in the absence of any unexpected issues with the two producing wells, the Directors consider the Company has
sufficient cash to fund its current obligations for the next 12 months.
New and amended Standards effective for 31 December 2017 year-end adopted by the Group:
i. The following new standards and amendments to standards are mandatory for the first time for the Group for the financial
year beginning 1 January 2017. The adoption of these standards and amendments has had no material effect on the
Group’s financial statements.
Standard
IFRS 11
IAS 16 and IAS 38
IAS 12
Description
Accounting for Acquisitions of Interests in Joint Operation
Clarification of Acceptable Methods of Depreciation and
Amortisation
Recognition of deferred tax assets for unrealised losses
Effective date
1 January 2017
1 January 2017
1 January 2017
ii. Standards, amendments and interpretations, which are effective for reporting periods beginning after the date of these
financial statements which have not been adopted early:
- 36 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Standard
IFRS 9
IFRS15
IFRS 16
IFRS 2 *
IFRIC 22 *
IFRIC 23 *
IAS 28*
Description
Financial instruments
Revenue from Contracts with Customers
Leases
Share based payment transactions
Foreign currency transactions and advance consideration
Uncertainty over income tax treatments
Amendments to IAS 28: Long term interests in Associates and Joint
Ventures
Annual improvements to IFRSs (2015-2017 cycle)*
Effective date
1 January 2018
1 January 2018
1 January 2019
1 January 2018
1 January 2018
1 January 2019
1 January 2019
1 January 2019
* not yet adopted by the European Union
IFRS 15 is intended to introduce a single framework for revenue recognition and clarify principles of revenue recognition. This
standard modifies the determination of when to recognise revenue and how much revenue to recognise. The core principle is
that an entity recognises revenue to depict the transfer of promised goods and services to the customer of an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has
only one customer as all production is sold by our joint venture partner; the concession holder. There will be no changes to the
existing policy as disclosed below as a result of IFRS 15 based on analysis of the contract. Revenue will be recognised in the period
that hydrocarbons are delivered to the ultimate customer and the obligation under the joint venture for the concession holder
to remit proceeds to the joint venture partners is created.
IFRS 9 replaces the incurred loss model of IAS 39 with a model based on expected credit losses or losses on loans. The standard
requires entities to use an expected credit loss model for impairment of financial assets. Under the new standard, the loss
allowance for a financial instrument will be calculated at an amount equal to 12 month expected credit losses or lifetime expected
credit losses if there has been a significant increase in credit risk of the financial instrument.
The Company has a loan to the 100% owned subsidiary that is the license holder of the assets in Slovenia. Management are still
undertaking a full assessment but do not expect there to be any material impact as in line with the work the Company completed
to test whether the producing and the intangible assets should be impaired, it has determined that there currently is no reason
to expect a loss from this loan.
IFRS 16 introduces a single lease accounting model. This standard requires lessees to account for all leases under a single on-
balance sheet model. Under the new standard, a lessee is required to recognise all lease assets and liabilities on the balance
sheet; recognise amortisation of leased assets and interest on lease liabilities over the lease term; and separately present the
principal amount of cash paid and interest in the cash flow statement. The Group is assessing the impact of IFRS 16 including the
impact on service contracts which contain leases.
The Group does not expect the other standards to have a material impact on the financial statements.
Critical accounting estimates and assumptions and critical judgements in applying the Group’s accounting policies
The preparation of the consolidated financial statements in conformity with IFRSs requires management to make estimates and
assumptions that affect the application of policies and reported amounts of assets, liabilities, income, expenses and related
disclosures. The estimates and underlying assumptions are based on practical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for making the judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary
if there are changes in the circumstances on which the estimate was based or as a result of new information. Such changes are
recorded in the period in which the estimate is revised.
The application of the Group’s accounting policies may require management to make judgements, apart from those involving
estimates, which can have a significant effect on the amounts amortised in the financial statements. Management judgement is
particularly required when assessing the substance of transactions that have a complicated structure or legal form.
Exploration and evaluation assets – exploration and evaluation costs are initially classified and held as intangible fixed assets
rather than being expensed. The carrying value of intangible exploration and evaluation assets are then determined.
Management considers these assets for indicators of impairment under IFRS 6 at least annually based on an estimation of the
recoverability of the cost pool from future development and production of the related oil and gas reserves which requires
judgement. This assessment includes assessment of the underlying financial models for the Petišovci field and requires
estimates of gas reserves, production, gas prices, operating and capital costs associated with the field and discount rates (see
Note 10). The forecasts are based on the approval of the IPPC permit and other environmental permits which the Board
anticipate being issued having considered all facts and circumstances.
- 37 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
(a) Decommissioning provision – the provision for decommissioning is estimated by reference to operators and internal
specialist staff and requires estimates regarding the cost of decommissioning, inflation, discount rates and the timing of
works which requires judgement (see Note 15); The carrying value of the provision is £266,000.
(b) Commercial reserves – Commercial reserves are proven and probable oil and gas reserves calculated on an entitlement
basis and are integral to the assessment of the carrying value of the exploration, evaluation and production assets.
Estimates of commercial reserves include estimates of the amount of oil and gas in place, assumptions about reservoir
performance over the life of the field and assumptions about commercial factors which, in turn, will be affected by the
future oil and gas price.
(c) Transfer of exploration assets to property, plant and equipment - during the year we have transferred the costs associated
with areas of the Petišovci asset that were determined to have achieved commercial feasibility with commercial
production from exploration costs to PPE. This judgment was based on assessment of the gas reserves, levels of
production and associated profitability and the commencement of export production at Pg10 and Pg11a. Judgment was
required in establishing the costs to be transferred from the exploration cost pool. Costs transferred comprised direct
costs associated with the wells and infrastructure, together with an apportionment of the wider unallocated cost pool
based on the ratio of estimated future production from the two wells relative to the field as a whole. The carrying amount
of exploration assets is £18,587,000 at 31 December 2017 and during the year £24,092,000 was transferred from
exploration to property plant and equipment. This is included in Notes 9 and 10.
(d) Carrying value of property, plant and equipment (developed oil and gas assets) – developed oil and gas assets are tested
for impairment at each reporting date. The impairment test was based on a discounted cash flow model and key inputs
requiring judgment and estimate included gas prices, production and reserves, future costs and discount rates. Gas prices
in the near term are forecast based on market prices less deductions under the INA contract, before reverting to market
prices with reference to the forward curve once the IPPC permit is approved and gas sales take place into the Slovenian
market. The forecasts include future well workovers to access the reserves included in the model. The impairment test
demonstrates significant headroom.
(e) Depreciation of property, plant and equipment - during the year we have begun to depreciate the assets associated with
current production. The depreciation on a unit of production basis requires judgment and estimation in terms of the
applicable reserves over which the assets are depreciated and the extent to which future capital expenditure is included
in the depreciable cost when such expenditure is required to extract the reserve base. The calculations have been based
on actual production, estimates of P50 reserves and best estimate resources the estimated future workover costs on the
producing wells to extract this reserve. During the year £24,092,000 was transferred from exploration to property plant
and equipment the depreciation charge for the year was £239,000. This is included in Notes 9 and 10 below.
(f) Deferred tax – judgment has been required in assessing the extent to which a deferred tax asset is recorded, or not
recorded, in respect of the Slovenian operations. Noting the history of taxable losses and the initial phases of production,
together with assessment of budgets and forecasts of tax in 2018 the Board have concluded that no deferred tax asset is
yet applicable. This is included at Note 7.
(g)
In relation to 2016, the accounting treatment of the Trameta acquisition which, as it possessed land and pipeline rights,
but no employees or active business processes was accounted for as an asset acquisition. Estimates were required in
determining the fair value of consideration (see Note 10). The fair value of the Trameta consideration was £1,103,000 as
disclosed in Note 11 below. Consideration for the transaction was 75 million ordinary shares which vest in four tranches
on the one-year anniversary of various conditions being met. An option over a further 7.5 million ordinary shares at an
exercise price of 2pence is valid for three years from November 2017 when the second condition was met. When the
conditions are met and the shares vest, merger relief is applied and the share value in excess of nominal value is taken to
a merger reserve.
(h) In relation to 2016, New CLNs and modification to existing CLNs – the Group entered into a series of significant
modifications to the maturity on its CLNs and subscribed to a new convertible loan note. These transactions required
judgment in terms of the appropriate accounting treatment. In addition, judgment and estimation was required in
determining the fair value of liability and equity components of the loan notes (see Note 14).
Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of
the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity.
Inter-company transactions and balances between Group companies are therefore eliminated in full.
The results of undertakings acquired or disposed of are consolidated from or to the date when control passes to or from the
Group. The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Income Statement
from the date that control commences until the date that control ceases.
- 38 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Where necessary, adjustments are made to the results of subsidiaries to bring the accounting policies they use into line with
those used by the Group.
Business combinations
On acquisition, the assets, liabilities and contingent liabilities of subsidiaries are measured at their fair values at the date of
acquisition. Any excess of cost of acquisition over net fair values of the identifiable assets, liabilities and contingent liabilities
acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the net fair values of the identifiable assets,
liabilities and contingent liabilities acquired (i.e. discount on acquisition) is credited to profit and loss in the period of acquisition.
Joint arrangements
The Group is party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant
activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as
control over subsidiaries.
The Group classifies its interests in joint arrangements as either joint ventures, where the Group has rights to only the net assets
of the joint arrangement, or joint operations where the Group has both the rights to assets and obligations for the liabilities of
the joint arrangement.
All of the Group’s joint arrangements are classified as joint operations. The Group accounts for its interests in joint operations
by recognising its assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations.
The Group has one joint arrangement as disclosed on page 12; the Petišovci joint venture in Slovenia in which Ascent Slovenia
Limited (a 100% subsidiary of Ascent Resources plc) has a 75% working interest.
Oil and Gas Exploration Assets
All licence/project acquisitions, exploration and appraisal costs incurred or acquired on the acquisition of a subsidiary, are
accumulated in respect of each identifiable project area. These costs, which are classified as intangible fixed assets are only
carried forward to the extent that they are expected to be recovered through the successful development of the area or where
activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically
recoverable reserves.
Pre-licence/project costs are written off immediately. Other costs are also written off unless commercial reserves have been
established or the determination process has not been completed. Thus, accumulated cost in relation to an abandoned area are
written off in full to the statement of comprehensive income in the year in which the decision to abandon the area is made.
Transfer of exploration assets to property, plant and equipment
Assets, including licences or areas of licences, are transferred from exploration and evaluation cost pools to property, plant and
equipment when the existence of commercially feasible reserves have been determined and the Group concludes that the assets
can generate commercial production. This assessment considers factors including the extent to which reserves have been
established, the production levels and margins associated with such production. The costs transferred comprise direct costs
associated with the relevant wells and infrastructure, together with an allocation of the wider unallocated exploration costs in
the cost pool such as original acquisition costs for the field. The producing assets start to be depreciated following transfer.
Depreciation of property plant and equipment
The cost of production wells is depreciated on a unit of production basis. The depreciation charge is calculated based on total
costs incurred to date plus anticipated future workover expenditure required to extract the associated gas reserves. This
depreciable asset base is charged to the income statement based on production in the period over their expected lifetime P50
production extractable from the wells per the field plan.
The infrastructure associated with export production is to be depreciated on a straight-line basis over a two-year period as this
is the anticipated period over which this infrastructure will be used.
Impairment of oil and gas exploration assets
Exploration/appraisal assets are reviewed regularly for indicators of impairment following the guidance in IFRS 6 ‘Exploration for
and Evaluation of Mineral Resources’ and tested for impairment where such indicators exist.
In accordance with IFRS 6 the Group considers the following facts and circumstances in their assessment of whether the Group’s
oil and gas exploration assets may be impaired:
• whether the period for which the Group has the right to explore in a specific area has expired during the period or will
expire in the near future, and is not expected to be renewed;
• whether substantive expenditure on further exploration for and evaluation of mineral resources in a specific area is
neither budgeted nor planned;
• whether exploration for and evaluation of oil and gas reserves in a specific area have not led to the discovery of
commercially viable quantities of oil and gas and the Group has decided to discontinue such activities in the specific
area; and
- 39 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
• whether sufficient data exists to indicate that although a development in a specific area is likely to proceed, the carrying
amount of the exploration and evaluation assets is unlikely to be recovered in full from successful development or by
sale.
If any such facts or circumstances are noted, the Group, as a next step, perform an impairment test in accordance with the
provisions of IAS 36. In such circumstances the aggregate carrying value of the oil and gas exploration and assets is compared
against the expected recoverable amount of the cash generating unit. The recoverable amount is the higher of value in use and
the fair value less costs to sell.
The Group has identified one cash generating unit, the wider Petišovci project (excluding Pg-10 and Pg-11A and associated
infrastructure transferred to PPE) in Slovenia. Any impairment arising is recognised in the Income Statement for the year.
Where there has been a charge for impairment in an earlier period that charge will be reversed in a later period where there has
been a change in circumstances to the extent that the discounted future net cash flows are higher than the net book value at the
time. In reversing impairment losses, the carrying amount of the asset will be increased to the lower of its original carrying values
or the carrying value that would have been determined (net of depletion) had no impairment loss been recognised in prior
periods.
Impairment of development and production assets and other property, plant and equipment
At each balance sheet date, the Group reviews the carrying amounts of its PP&E to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset
belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not
been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A
reversal of an impairment loss is recognised as income immediately.
Decommissioning costs
Where a material obligation for the removal of wells and production facilities and site restoration at the end of the field life exists,
a provision for decommissioning is recognised. The amount recognised is the net present value of estimated future expenditure
determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also
added to oil and gas exploration assets and depreciated on a unit of production basis once production begins. Changes in
estimates are recognised prospectively, with corresponding adjustments to the provision and the associated asset.
Foreign currency
The Group’s strategy is focussed on developing oil and gas projects across Europe funded by shareholder equity and other
financial assets which are principally denominated in sterling. The functional currency of the Company is sterling.
Transactions in foreign currency are translated to the respective functional currency of the Group entity at the rates of exchange
prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated to the functional currency at the rates prevailing on the reporting date. Exchange gains and
losses on short-term foreign currency borrowings and deposits are included with net interest payable.
The assets and liabilities of foreign operations are translated to sterling at foreign exchange rates ruling at the balance sheet
date. The revenues and expenses of foreign operations are translated to sterling at the average rate ruling during the period.
Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity. Foreign
exchange differences arising on inter-company loans considered to be permanent as equity are recorded in equity. The exchange
rate from euro to sterling at 31 December 2017 was £1: €1.1262 (2016: £1: €1.1722).
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to
that operation up to the date of disposal are transferred to the consolidated income statement as part of the profit or loss on
disposal.
Exchange differences on all other transactions, except inter-company foreign currency loans, are taken to operating loss.
Taxation
The tax expense represents the sum of the tax currently payable and any deferred tax.
- 40 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The tax currently payable is based on the estimated taxable profit for the period. Taxable profit differs from net profit as reported
in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using the expected
tax rate applicable to annual earnings.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the corresponding tax bases used in the computation of taxable profit. It is accounted for
using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Equity-settled share-based payments
The cost of providing share-based payments to employees is charged to the income statement over the vesting period of the
related share options or share allocations. The cost is based on the fair values of the options and shares allocated determined
using the binomial method. The value of the charge is adjusted to reflect expected and actual levels of vesting. Charges are not
adjusted for market related conditions which are not achieved. Where equity instruments are granted to persons other than
directors or employees the Consolidated Income Statement is charged with the fair value of any goods or services received.
Grants of options in relation to acquiring exploration assets in licence areas are treated as additions to Slovenian exploration
costs at Group level and increases in investments at Company level.
Provisions
A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as
a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the
effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability.
Convertible loan notes
Upon issue of a new convertible loan, where the convertible option is at a fixed rate, the net proceeds received from the issue of
CLNs are split between a liability element and an equity component at the date of issue. The fair value of the liability component
is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of
issue of the CLNs and the fair value assigned to the liability component, representing the embedded option to convert the liability
into equity of the Group, is included in equity and is not re-measured.
Subsequent to the initial recognition the liability component is measured at amortised cost using the effective interest method.
When there are amendments to the contractual loan note terms these terms are assessed to determine whether the amendment
represents an inducement to the loan note holders to convert. If this is considered to be the case the estimate of fair value
adjusted as appropriate and any loss arising is recorded in the income statement.
Where there are amendments to the contractual loan note terms that are considered to represent a significant modification to
the loan note, without representing an inducement to convert, the Group treats the transaction as an extinguishment of the
existing convertible loan note and replaces the instrument with a new convertible loan note. The fair value of the liability
component is estimated using the prevailing market interest rate for similar non-convertible debt. The fair value of the
conversion right is recorded as an increase in equity. The previous equity reserve is reclassified to retained loss. Any gain or loss
arising on the extinguishment of the instrument is recorded in the income statement, unless the transaction is with a
counterparty considered to be acting in their capacity as a shareholder whereby the gain or loss is recorded in equity.
Where the loan note is converted into ordinary shares by the loan note holder; the unaccreted portion of the loan notes is
transferred from the equity reserve to the liability; the full liability is then converted into share capital and share premium based
on the conversion price on the note.
Non-derivative financial instruments
Non-derivative financial instruments comprise of investments in equity and debt securities, trade and other receivables, cash and
cash equivalents, loans and borrowings and trade and other payables.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
Trade and other receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost
using the effective interest method. A provision is established when there is objective evidence that the Group will not be able
to collect all amounts due. The amount of any provision is recognised in the income statement.
- 41 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three
months or less.
Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost using the effective
interest rate method.
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument. Where a financial liability is
extinguished and replaced by a convertible loan note and the counterparty is acting in their capacity as a debt holder, the liability
is derecognised and replaced with a new convertible loan note (see above). Any gain or loss arising on the extinguishment is
recorded in the income statement.
Equity
Equity instruments issued by the Company are recorded at the proceeds received, net of any direct issue costs.
Investments and loans
Shares and loans in subsidiary undertakings are shown at cost. Provisions are made for any permanent diminution in value when
the fair value of the assets is assessed as less than the carrying amount of the asset. Inter-company loans are repayable on
demand but are included as non-current as the realisation is not expected in the short term.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker. The chief operating decision maker has been identified as the Chief Executive Officer (‘CEO’).
Revenue recognition
Revenue is derived from the production of hydrocarbons under the Petišovci, which Ascent Slovenia Limited holds a 75% working
interest. Under the terms of the Joint Venture agreement, and in accordance with Slovenian law, the concession holder retains
the rights to all hydrocarbons produced. The concession holder enters into sales agreements with customers and transfers the
relevant portion of hydrocarbon sales to Ascent Slovenia Limited for the services it provides under the Joint Venture agreement.
Under the Joint Venture Agreement, the Group is entitled to 90% of the revenues until back costs have been recovered and the
Group records revenue on the entitlement basis accordingly.
Ascent recognises revenue in the period the hydrocarbons are delivered to the end customer and significant risks and rewards
transfer. Significant risk and reward on gas revenues transfer at the border to Croatia under the contract and is recorded at this
point. Condensate, which is collected at a separating station and transported via trucks to a customer in Hungary is recorded on
delivery according the terms of the contract.
Revenue earned during the period of test production is recognised at nil gross margin. Any surplus of revenue over cost of sales
has been offset against capitalised exploration costs.
2
Segmental Analysis
The Group has two reportable segments, an operating segment and a head office segment, as described below. The operations
and day to day running of the business are carried out on a local level and therefore managed separately. The operating segment
reports to the UK head office which evaluates performance, decide how to allocate resources and make other operating decisions
such as the purchase of material capital assets and services. Internal reports are generated and submitted to the Group’s CEO
for review on a monthly basis.
The operations of the Group as a whole are the exploration for, development and production of oil and gas reserves.
The two geographic reporting segments are made up as follows:
Slovenia
UK
-
-
exploration, development and production
head office
The costs of exploration and development works are carried out under shared licences with joint ventures and subsidiaries which
are co-ordinated by the UK head office. Segment revenue, segment expense and segment results include transfers between
segments. Those transfers are eliminated on consolidation.
Information regarding the current and prior year’s results for each reportable segment is included below.
A single customer accounted for 60% of total revenues for the year and is disclosed within the Slovenia segment below.
- 42 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
2017
Hydrocarbon sales
Inter-company sales
Total revenue
Cost of sales
Administrative expenses (excluding depreciation)
Significant non-cash items
Depreciation
Net finance costs
Reportable segment (loss)/profit before tax
Taxation
Reportable segment (loss)/profit after taxation
Reportable segment assets
Carrying value of exploration assets
Additions to exploration assets
Decrease in decommissioning asset
Transfers to plant and equipment
Effects of exchange rate movements
Total plant and equipment
Prepaid abandonment fund
Total non-current assets
Other assets
Consolidated total assets
Reportable segmental liabilities
Trade payables
External loan balances
Inter-group borrowings
Other liabilities
Consolidated total liabilities
UK
£ ’000s
-
1,601
1,601
-
(1,148)
-
(337)
116
-
116
-
-
-
-
3
-
3
33,501
33,504
(92)
(36)
-
(82)
(210)
Slovenia
Inter-company
£ ’000s
814
814
(403)
(1,292)
(239)
(1,282)
(2,402)
-
(2,402)
37,541
4,544
(199)
(24,092)
793
23,899
279
42,765
786
43,551
(338)
-
(33,501)
(330)
(34,169)
£ ’000s
-
(1,601)
(1,601)
-
649
1,272
320
-
320
-
-
-
-
-
-
-
(32,447)
(32,447)
-
-
33,501
-
33,501
Total
£ ’000s
814
-
814
(403)
(1,791)
(239)
(347)
(1,966)
-
(1,966)
37,541
4,544
(199)
(24,092)
793
23,902
279
42,768
1,841
44,609
(430)
(36)
-
(412)
(878)
Revenue was earned by the Slovenian segment through the joint venture structure; sales were made to end customers in
Slovenia £294,000; Croatia £489,000 and Hungary £32,000.
2016
Inter-company sales
Total revenue
Administrative expenses
Significant non-cash items
Net finance costs
Reportable segment loss before tax
Taxation
Reportable segment loss after taxation
Reportable segment assets
Carrying value of exploration assets
Additions to exploration assets
Effects of exchange rate movements
Total plant and equipment
Total non-current assets
Other assets
Consolidated total assets
Reportable segmental liabilities
Trade payables
External loan balances
Inter-group borrowings
Other liabilities
Consolidated total liabilities
UK
£ ’000s
160
160
(870)
(1,296)
(2,006)
-
(2,006)
-
-
-
2
2
27,382
27,384
(84)
(6,162)
-
(81)
(6,327)
Slovenia
Inter-company
£ ’000s
-
-
(665)
(5)
(670)
-
(670)
32,711
1,779
3,051
2
37,543
31
37,574
(64)
-
(27,382)
(472)
(27,918)
£ ’000s
(160)
(160)
153
7
-
-
-
-
-
-
-
-
(24,228)
(24,228)
-
-
27,382
-
27,382
Total
£ ’000s
-
-
(1,382)
(1,294)
(2,676)
-
(2,676)
32,711
1,779
3,051
4
37,545
3,185
40,730
(148)
(6,162)
-
(553)
(6,863)
- 43 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
3 Operating loss is stated after charging:
Employee costs (see Note 4)
Share based payment charge
Included within Admin Expenses
Audit Fees
Fees payable to the Company’s auditor other services
4
Employees and directors
a. Employees
Year ended
31 December 2017
£ ’000s
797
235
Year ended
31 December 2016
£ ’000s
560
188
73
-
73
60
2
62
The average number of persons employed by the Company and Group, including Executive Directors, was:
Year ended
31 December 2017
Year ended
31 December 2016
Management and technical
9
6
b. Directors and employee’s remuneration
Wages and salaries
Social security costs
Pension costs
Share-based payments
Taxable benefits
c. Directors remuneration
2017
Executive Directors
C Hutchinson
Non-executive Directors
C Carver
C Davies
N Moore
Total
2016
Executive Directors
C Hutchinson
Non-executive Directors
C Carver
C Davies
N Moore
Total
Year ended
31 December 2017
Year ended
31 December 2016
£ ’000s
687
64
44
235
2
1,032
£ ’000s
439
81
37
188
2
747
Salary/fees
£
Bonus *
£
Pension
£
164,471
51,750
73,874
37,192
37,192
312,729
Salary/fees
£
30,000
15,000
15,000
111,750
Bonus *
£
137,500
17,000
60,000
30,000
30,000
257,500
-
-
-
17,000
760
-
-
-
760
Pension
£
16
-
-
-
16
Total
£
216,981
103,874
52,192
52,192
425,239
Total
£
154,516
-
60,000
30,000
30,000
274,516
* Bonuses were payable on achieving first gas sales.
- 44 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The highest paid Director in the year ended 31 December 2017 was Colin Hutchinson earning £216,981 (2016: C Hutchinson
earning £154,516). Colin Hutchinson is a member of the defined contribution pension scheme which commenced in
December 2016; contributions during the year were £760 (2016: £16).
d. Directors’ incentive share options
2017
C Carver
C Carver
C Carver
C Hutchinson
C Hutchinson
C Hutchinson
N Moore
N Moore
C Davies
C Davies
2016
C Carver
C Carver
C Hutchinson
C Hutchinson
N Moore
C Davies
Opening
1,328,443
13,985,884
-
265,688
34,964,709
-
6,992,942
-
6,992,942
-
Granted/
(Lapsed)
-
-
13,612,502
-
-
34,031,255
-
6,806,251
-
6,806,251
Closing
1,328,443
13,985,884
13,612,502
265,688
34,964,709
34,031,255
6,992,942
6,806,251
6,992,942
6,806,251
Date
Granted
30-Apr-13
05-May-16
07-Nov-17
23-May-13
05-May-16
07-Nov-17
05-May-16
07-Nov-17
05-May-16
07-Nov-17
Share Price
at Grant
16.4p
1.58p
1.975p
16.4p
1.58p
1.975p
1.58p
1.975p
1.58p
1.975p
Exercise
Price *
20p
1.58p
1.975p
20p
1.58p
1.975p
1.58p
1.975p
1.58p
1.975p
Exercise Period
Start
30-Apr-16
05-May-19
06-Nov-20
30-Apr-16
05-May-19
06-Nov-20
05-May-19
06-Nov-20
05-May-19
06-Nov-20
End
30-Apr-23
06-May-26
08-Nov-27
30-Apr-23
06-May-26
08-Nov-27
06-May-26
08-Nov-27
06-May-26
08-Nov-27
1,328,443
-
265,688
-
-
-
-
13,985,884
-
34,964,709
6,992,942
6,992,942
1,328,443
13,985,884
265,688
34,964,709
6,992,942
6,992,942
30-Apr-13
05-May-16
30-Apr-13
05-May-16
05-May-16
05-May-16
16.4p
1.58p
16.4p
1.58p
1.58p
1.58p
20p
1.58p
20p
1.58p
1.58p
1.58p
30-Apr-16
05-May-19
30-Apr-16
05-May-19
05-May-19
05-May-19
30-Apr-23
06-May-26
30-Apr-23
06-May-26
06-May-26
06-May-26
5
Finance income and costs recognised in the year
Finance income
Foreign exchange movements realised
Other income
Finance cost
Interest payable on borrowings
Accretion charge on convertible loan notes
Foreign exchange movements realised
Loan fees
Bank Charges
Please refer to Note 14 for a description of financing activity during the year.
6
Income tax expense
Current tax expense
Deferred tax expense
Total tax expense for the year
Year ended
31 December
2017
£ ’000s
Year ended
31 December
2016
£ ’000s
-
-
-
-
(241)
(94)
-
(12)
(347)
6
153
159
(51)
(1,380)
-
(16)
(6)
(1,453)
Year ended
31 December
2017
£ ’000s
Year ended
31 December
2016
£ ’000s
-
-
-
-
-
-
The difference between the total tax expense shown above and the amount calculated by applying the standard rate of UK
corporation tax to the loss before tax is as follows:
- 45 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Loss for the year
Year ended
31 December
2017
£ ’000s
(1,966)
Year ended
31 December
2016
£ ’000s
(2,676)
Income tax using the Company’s domestic tax rate at 19%
(2016: 20%)
(374)
(535)
Effects of:
Net increase in unrecognised losses carried forward
Effect of tax rates in foreign jurisdictions
Other non-taxable items
Other non-deductible expenses
Total tax expense for the year
7 Deferred tax – Group & Company
Group
Total tax losses
Unrecorded deferred tax asset at 17% (2016: 17%)
Company
Total tax losses
Unrecorded deferred tax asset at 17% (2016: 17%)
273
40
159
-
666
20
(195)
44
-
2017
£ ’000s
(37,080)
6,304
2016
£ ’000s
(31,203)
5,305
(10,912)
1,855
(10,322)
1,755
No deferred tax asset has been recognised in respect of the tax losses carried forward. Refer to critical accounting estimates
and judgments
8
Loss per share
Result for the year
Total loss for the year attributable to equity shareholders
31 December
2017
£ ’000s
31 December
2016
£ ’000s
1,966
2,676
Weighted average number of ordinary shares
For basic earnings per share
Number
1,877,070,907
Number
544,270,848
Loss per share (Pence)
(0.10)
(0.49)
As the result for the year was a loss, no diluted EPS is disclosed. At 31 December 2017, potentially dilutive instruments in issue
were 207,383,861 (2016: 973,469,828). Dilutive shares arise from share options and CLNs issued by the Company and from the
deferred consideration on the Trameta transaction.
- 46 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
9 Property, Plant & Equipment – Group
Cost
At 1 January 2016
Additions
At 31 December 2016
At 1 January 2017
Additions
Transfer from Exploration (Note 10)
At 31 December 2017
Depreciation
At 1 January 2016
Charge for the year
At 31 December 2016
At 1 January 2017
Charge for the year
At 31 December 2017
Carrying value
At 31 December 2017
At 31 December 2016
At 1 January 2016
10 Exploration and evaluation assets – Group
Cost
At 1 January 2016
Additions
Effects of exchange rate movements
At 31 December 2016
At 1 January 2017
Additions
Transfer to PPE (Note 9)
Adjustment to decommissioning asset
Effects of exchange rate movements
At 31 December 2017
Carrying value
At 31 December 2017
At 31 December 2016
At 1 January 2016
Total
-
4
4
4
45
24,092
24,141
-
-
-
-
(239)
(239)
23,902
4
-
Computer
Equipment
Developed Oil
& Gas Assets
-
4
4
4
2
-
6
-
-
-
-
-
-
6
4
-
-
-
-
-
43
24,092
24,135
-
-
-
-
(239)
(239)
23,896
-
-
Slovenia
Total
32,711
1,779
3,051
37,541
37,541
4,544
(24,092)
(199)
793
18,587
18,587
37,541
32,711
32,711
1,779
3,051
37,541
37,541
4,544
(24,092)
(199)
793
18,587
18,587
37,541
32,711
During the year the Company has brought Pg-10 and Pg-11A into commercial production and has therefore transferred the
related costs from exploration assets to property, plant & equipment. The total historic costs for Pg-10 and Pg-11A and the cost
of the infrastructure related to export gas production, together with an apportionment of past exploration costs has been
transferred from exploration to property plant and equipment. The apportionment of past historic costs was allocated to wells
Pg-10 and Pg-11A based on their expected contribution to total field production.
For the purposes of impairment testing the intangible oil and gas assets are allocated to the Group’s cash-generating unit, which
represent the lowest level within the Group at which the intangible oil and gas assets are measured for internal management
purposes, which is not higher than the Group’s operating segments as reported in Note 2.
In the prior year, the Company accounted for the Trameta transaction as the acquisition of land and pipeline rights. relating to
the exploration project. This fair value of consideration was £1.1 million, see Note 23.
- 47 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The amounts for intangible exploration assets represent costs incurred on active exploration projects. Amounts capitalised are
assessed for impairment indicators under IFRS 6 at each period end as detailed in the Group’s accounting policy. In addition, the
Group routinely reviews the economic model and reasonably possible sensitivities and considers whether there are indicators of
impairment. As at 31 December 2017 and 2016 the net present value significantly exceeded the carrying value of the assets. The
key estimates associated with the economic model net present value are detailed in Note 1. The outcome of ongoing exploration,
and therefore whether the carrying value of intangible exploration assets will ultimately be recovered, is inherently uncertain.
11 Investment in subsidiaries – Company
At 1 January 2016
Acquisition of Trameta
At 31 December 2016
At 31 December 2017
£000s
14,340
1,103
15,443
15,443
Name of company
Principal activity
Country of
incorporation
% of share
capital held
2017
% of share
capital held
2016
Ascent Slovenia Limited
Tower Gate Place
Tal-Qroqq Street
Msida MSD 1703
Malta
Ascent Resources doo
Glavna ulica 7
9220 Lendava-Lendva
Slovenia
Trameta doo
Glavna ulica 7
9220 Lendava-Lendva
Slovenia
Ascent Resources Netherlands BV
c/o Ascent Resources plc
c/o Taylor Wessing LLP
5 New Street Square
London EC4A 3TW
Oil and Gas exploration
Malta
100%
100%
Oil and Gas exploration
Slovenia
100%
100%
Infrastructure owner
Slovenia
100%
100%
Oil and Gas exploration
Netherlands
100%
100%
All subsidiary companies are held directly by Ascent Resources plc.
12 Trade and other receivables – Group
Trade receivables
VAT recoverable
Prepaid abandonment fund
Prepayments & accrued income
Less non-current portion
Current portion
2017
£ ’000s
655
72
279
36
1,042
(279)
763
2016
£ ’000s
-
26
-
6
32
-
32
- 48 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
13 Trade and other receivables – Company
VAT recoverable
Prepayments & accrued income
14 Borrowings – Group & Company
Group
Non-current
Convertible loan notes
Company
Non-current
Convertible loan notes
Convertible Loan Note
Liability brought forward
Interest expense
Modification to existing notes - de-recognition Nov 2016 (iv)
Modification to existing notes - recognition of amended note -
Nov 2016 (iv)
Fair value of new loan notes issued in November 2016 (iii)
Converted notes (i)
Other movements
2017
£ ’000s
19
36
55
2017
£ ’000s
36
36
36
36
2017
£ ’000s
6,162
241
-
-
-
(6,367)
-
2016
£ ’000s
4
6
10
2016
£ ’000s
6,162
6,162
6,162
6,162
2016
£ ’000s
10,778
1,380
(8,140)
5,352
690
(3,745)
(153)
Liability at 31 December
36
6,162
The only transactions relating to the convertible loan notes during 2017 were various conversion request in which the loan notes
were converted to equity. The transactions during 2016 and the background to the notes is also covered below:
(i)
Conversions
There were a number of loan note conversions carried out during the periods:
Loan notes converted including
accrued interest*
Shares issued
January
February
March
April
May
June
July
August
September
October
November
December
2016
No.
-
-
-
108,838,990
46,311,258
127,392,263
-
84,505,321
56,312
-
7,345,491
35,702
374,485,337
2017
No.
-
265,210,704
159,701,787
158,160,880
6,970,931
32,548
311,713,705
-
-
-
-
-
901,790,555
2016
£
-
-
-
1,088,390
463,113
1,273,923
-
845,053
563
-
73,455
357
3,744,853
2017
£
-
2,652,107
1,597,018
1,581,609
69,709
325
3,117,137
-
-
-
-
-
9,017,906
- 49 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
* The amounts stated represent the loan note principal and accumulated coupon interest rather than the amortised cost of the
loan notes under IFRS after the impact of discounting to fair value at inception and subsequent accretion. The amortised cost of
the loan notes was £6,367,000 representing £9,017,906 less the unamortised cost adjustment of £2,650,906. On conversion, the
amount recorded in equity at inception of £3,131,000 has been transferred to retained earnings from the equity reserve.
(ii)
Background
The balance at 31 December 2017 relates to the residual balance of the 2013 convertible loan notes which are convertible at the
discretion of the holder into Ordinary shares at 100 Ordinary shares per £1 principal of loan note.
The Group issued £5 million of 9 per cent 2013 CLNs during 2012 and 2013, convertible at any time at the discretion of the holder,
into Ordinary Shares at 200 Ordinary Shares per £1 principal of loan note, an effective conversion price of between 0.1p and 0.5p
per Ordinary share depending on whether the balance could be sold to independent third-party investors. The CLNs were due
to mature in January 2015.
On 5 February 2014, the Group agreed with Henderson to create a new £5 million class of 9 per cent CLNs with a maturity date
of December 2014, convertible at any time at the discretion of the holder, into Ordinary Shares at 100 Ordinary Shares per £1
principal of loan note, an effective conversion price of 1 pence per Ordinary share. The first £2 million available under these 2014
CLNs was drawn immediately with the balance intended for sale to independent third-party investors, with the intention that the
pricing of all the 2014 CLNs would be reset to the lowest price paid by these new investors.
These convertible loan notes were subsequently subject to various variations in terms and extensions through to 2016.
(iii)
Issue of loan notes pursuant to the placing – 2016
On 27 October 2016 shareholders approved a placing which included the issuance of £1,050,000 of new convertible loan notes
(‘The 2016 CLN’s’), £50,000 of which were subscribed for by the Directors of the Company. The notes were to be on identical
terms to the 2013 & 2014 CLNs.
On initial recognition, the liability and equity element of the CLNs have been fair valued. The loans have been recognised at a
discount rate of 15% (equating to £690,000) and the interest charge will accrete over the loan period.
The fair value attributable to the equity portion has been recorded in equity (£360,000), representing the fair value of the
conversion option. The loan amount is convertible at any time into ordinary shares of the Company, £1 million of which was
converted post period end.
(iv)
Variation of loan note terms in 2016
In November 2016, prior to the notes falling due for repayment, the holders of the CLNs agreed to extend the maturity to 19
November 2019 with no adjustment to the conversion price or any other terms. The carrying value of the CLN liabilities at 19
November 2016 was £8,140,000. The CLNs were extinguished and replaced with amended convertible loans. On initial
recognition, the liability and equity element of the CLNs have been fair valued. The loans have been recognised at a discount
rate of 15% (equating to £5,352,000) and the interest charge will accrete over the loan period.
The weighted average coupon interest rate of the convertible loan is 0% as interest ceased to accrue on the convertible notes in
January 2015.
The fair value attributable to the equity portion was recorded in equity (£2,788,000) representing the fair value of the conversion
option. The loan amount is convertible at any time into ordinary shares of the Company.
The notes are not subject to a waiver of the provisions of Rule 9 of the City Code on Takeovers and Mergers. Accordingly, if
Henderson or any other holder of the 2013 and 2015 CLN’s exercise their right of conversion and they hold equal to or more than
30 per cent of the total voting rights of the Company, such holder will be required to make a mandatory bid for the remaining
ordinary shares in the capital of the Company not held by them.
15 Provisions – Group
At 1 January 2016
Foreign exchange movement
At 31 December 2016
At 1 January 2017
Adjustment to the decommissioning provision
Foreign exchange movement
At 31 December 2017
£000s
386
61
447
447
(199)
18
266
- 50 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The amount provided for decommissioning costs represents the Group’s share of site restoration costs for the Petišovci field in
Slovenia. The most recent estimate is that the year-end provision will become payable after 2037. During the year the Company
has placed €300,000 (£279,000) on deposit as collateral against this liability see Note 12.
16 Trade and other payables – Group
Trade payables
Tax and social security payable
Other payables
Accruals and deferred income
17 Trade and other payables – Company
Trade payables
Tax and social security payable
Accruals and deferred income
18 Called up share capital
Authorised
10,000,000,000 ordinary shares of 0.10p each
Allotted, called up and fully paid
2,268,750,320 (2016: 157,306,901) ordinary shares of 0.2pence
each (2016: 0.2p each)
Reconciliation of share capital movement
At 1 January
Loan note conversions
Issue of Trameta consideration shares
Placings
2017
£ ’000s
430
30
19
97
576
2017
£ ’000s
92
16
66
174
2016
£ ’000s
147
10
-
97
254
2016
£ ’000s
84
10
70
164
2017
£ ’000s
2016
£ ’000s
10,000
10,000
6,101
3,732
2016
Number
1,084,074,224
157,306,900
901,790,555
25,000,000
257,885,541
374,485,337
-
552,281,987
At 31 December
2,268,750,320
1,084,074,224
Shares issued during the year
There were a number of conversion requests processed during the year; for the details see Note 14.
The Company also raised funds through placings during the year:
• On 13 February 2017, the Company raised £2,987,500 (£2,838,363 net of costs) via the Placing of 161,500,000 Ordinary
Shares with investors using the PrimaryBid.com platform.
• On 27 October 2017, the Company raised £1,500,000 (£1,500,000 net of costs) via the Placing of 96,385,541 Ordinary
Shares with investors using the PrimaryBid.com platform.
Shares issued during the prior year
There were a number of conversion requests processed during the prior year; for the details please see Note 14.
- 51 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The Company also raised funds through placings during the prior year:
• On 12 April 2016, the Company raised £500,000 (£477,500 net of costs) via the Placing of 35,714,285 Ordinary Shares
with investors using the PrimaryBid.com platform.
• On 7 June 2016, the Company raised £500,000 (£477,500 net of costs) via the Placing of 83,333,333 Ordinary Shares
with investors using the PrimaryBid.com platform.
• On 15 June 2016, the Company raised £500,000 (£500,000 net of costs) via the Placing of 83,333,333 Ordinary Shares
to Henderson Global Investors.
• On 31 October 2016, the Company raised £2,627,500 (£2,402,434 net of costs) via the Placing of 262,750,000 Ordinary
Shares.
• On 7 November 2016, the Company raised £871,510 (£871,510 net of costs) via the Placing of 87,151,027 Ordinary
Shares to Henderson Global Investors.
Reserve description and purpose
The following describes the nature and purpose of each reserve within owners’ equity:
Share capital: Amount subscribed for share capital at nominal value.
•
• Merger reserve: Value of shares, in excess of nominal value, issued with respect of the Trameta acquisition in 2016.
•
Equity reserve: Amount of proceeds on issue of convertible debt relating to the equity component and contribution
on modification of the convertible loan notes, i.e. option to convert the debt into share capital.
Share premium: Amounts subscribed for share capital in excess of nominal value less costs of shares associated with
share issues.
Share-based payment reserve: Value of share options granted and calculated with reference to a binomial pricing
model. When options lapse or are exercised, amounts are transferred from this account to retained earnings.
Translation reserve: Exchange movements arising on the retranslation of net assets of operation into the presentation
currency.
Accumulated losses: Cumulative net gains and losses recognised in consolidated income.
•
•
•
•
19 Operating lease arrangements
At the balance sheet date, the Group had no outstanding commitments under non-cancellable operating leases (2016: £nil).
20 Exploration expenditure commitments
In order to maintain an interest in the oil and gas permits in which the Group is involved, the Group is committed to meet the
conditions under which the permits were granted and the obligations of any joint operating agreements. The timing and the
amount of exploration expenditure commitments and obligations of the Group are subject to the work programmes required as
per the permit commitments. This may vary significantly from the forecast programmes based upon the results of the work
performed. Drilling results in any of the projects may also cause variations to the forecast programmes and consequent
expenditure. Such activity may lead to accelerated or decreased expenditure. It is the Group’s policy to seek joint operating
partners at an early stage to reduce its commitments.
At 31 December 2017, the Group had exploration and expenditure commitments of £ Nil (2016 - Nil).
21 Related party transactions
a. Group companies – transactions
Ascent Slovenia Limited
Ascent Resources doo
Trameta doo
2017
Cash
5,588
612
9
6,210
2017
Services
799
-
-
799
2016
Cash
541
275
-
816
2016
Services
183
212
-
395
Cash refers to funds advanced by the Company to subsidiaries. Services relates to services provided by the Company to
subsidiaries.
- 52 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
b. Group companies – balances
Ascent Slovenia Limited
Ascent Resources doo
Trameta doo
c. Directors
2017
Cash
23,450
3,078
9
26,537
2017
Services
4,104
1,806
-
5,910
2016
Cash
16,690
2,369
-
19,059
2016
Services
3,175
1,735
-
4,910
Key management are those persons having authority and responsibility for planning, controlling and directing the activities
of the Group. In the opinion of the Board, the Group’s key management are the Directors of Ascent Resources plc.
Information regarding their compensation is given in Note 4.
2017
In February 2017, Colin Hutchinson subscribed for 270,270 Ordinary Shares as part of the PrimaryBid Placing described in
Note 18.
In November 2017, Colin Hutchinson acquired 300,000 Ordinary Shares at an average price of 1.743 pence per share in the
market.
The share-based payment charge for the period of £239,000 included an amount related to Directors of £211,000 (2016:
£133,502).
Clive Carver is a director of Darwin Strategic Limited, which is the owner of PrimaryBid through which the Company raised
£4.5 million in equity during 2017. Refer to Note 18 for further share issues.
2016
In October 2016, the Directors subscribed for £50,000 of convertible loan notes in connection with the Placing which raised
£4.5 million (£3.5 million equity and £1 million convertible loan notes) before costs. Clive Carver, Cameron Davies and Nigel
Moore subscribed for £13,333 each with Colin Hutchinson subscribing for £10,001.
Clive Carver is a director of Darwin Strategic Limited, which is the owner of PrimaryBid through which the Company raised
£1.0 million in equity during 2016. Refer to Note 18 for further share issues.
22 Events subsequent to the reporting period
In March 2018 the Company carried out an operation at Pg-11A to remove a choke and some stuck tooling left downhole at the
end of the workover operation in August 2017. At the time it was expected that the well would flow satisfactorily with the
restriction in place. However, the performance of the well since September has been sub-optimal and so the operation to remove
the tooling and the choke was carried out. The tooling was removed, and the tubing opened significantly, although part of a
mandrel remains stuck at 2,200 metres. The results of the operation are not clear at the date of this report.
23 Share based payments
The Company has provided the Directors, certain employees and institutional investors with share options and warrants
(‘options’). Options are exercisable at a price equal to the closing market price of the Company’s shares on the date of grant.
The exercisable period varies and can be up to seven years once fully vested after which time the option lapses.
Details of the share options outstanding during the year are as follows:
Outstanding at 1 January 2017
Granted during the year
Outstanding at 31 December 2017
Exercisable at 31 December 2017
Outstanding at 1 January 2016
Granted during the year
Expired during the year
Outstanding at 31 December 2016
Exercisable at 31 December 2016
Shares
84,513,744
68,062,510
152,576,254
13,185,738
5,935,738
78,828,006
(250,000)
84,513,744
13,185,738
Weighted Average
price (pence)
2.86
1.98
2.38
9.76
26.32
1.62
170.00
2.86
9.76
- 53 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The value of the options is measured by the use of a binomial pricing model. The inputs into the binomial model made in 2017
were as follows:
Share price at grant date
Exercise price
Volatility
Expected life
Risk free rate
Expected dividend yield
1.32p – 1.975p
1.54p – 20p
50%
3-5 years
0.5%
0%
The value of the options is measured by the use of a binomial pricing model. The inputs into the binomial model made in 2016
were as follows:
Share price at grant date
Exercise price
Volatility
Expected life
Risk free rate
Expected dividend yield
1.32p – 1.54p
1.54p – 2.00p
50%
3-5 years
0.5%
0%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous 5 years.
The expected life is the expiry period of the options from the date of issue.
Options outstanding at 31 December 2017 have an exercise price in the range of 1.54p and 20.00p (31 December 2016: 1.58p
and 20.00p) and a weighted average contractual life of 8.3 years (31 December 2016: 9.1 years).
Trameta acquisition
During the prior year, the Company acquired Trameta doo which owned land and access rights over the export pipeline.
Consideration for the transaction was 75 million ordinary shares which vest in four tranches on the one year anniversary of
various conditions being met. An option over a further 7.5 million ordinary shares at an exercise price of 2pence is valid for three
years from November 2017 when the second condition was met.
The 75 million shares were valued using the Black-Scholes model under the assumption that 100% of the shares will vest as
management expects all four of the vesting criteria to be successfully achieved. The conditions have been met for the first three
tranches, being completion of the SPA, the certification of the pipeline and the transmission of the first million cubic metres of
gas along the export pipeline.
The value of the options was measured by the use of a binomial pricing model. The inputs into the binomial model in respect of
the Trameta consideration shares were as follows:
Share price at grant date
Exercise price
Volatility
Expected life
Risk free rate
Expected dividend yield
1.425p
Nil
101% - 130%
1 -3 years
1.75%
0%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous comparable
periods. The expected life is the expiry period of the options from the date of issue.
The value of the shares and options was £1.1 million which was recognised as an addition to exploration and evaluation costs,
see Note 10.
- 54 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
24 Notes supporting the statement of cash flows
Group
Cash at bank and available on demand
Cash held on deposit against bank guarantee
Company
Cash at bank and available on demand
Cash held on deposit against bank guarantee
2017
£ ’000s
721
355
1,076
2017
£ ’000s
699
355
1,055
2016
£ ’000s
3,153
-
3,153
2016
£ ’000s
3,143
-
3,143
Included within cash and equivalents is £355,000 which is held as €400,000 on deposit as a security against a bank guarantee
against a gas sales agreement. The Gas sales agreement lasts for a minimum term of 12 months which expires in November
2018.
Significant non-cash transactions are as follows:
Conversion of loan notes
Accretion charge on convertible loan notes
Modification to existing notes - de-recognition Nov 2016
Modification to existing notes - recognition of amended note -
Nov 2016
Fair value of new loan notes issued in November 2016
25 Financial risk management
Group and Company
2017
£ ’000s
6,367
241
-
-
-
2016
£ ’000s
3,745
1,380
8,140
5,352
690
The Group’s financial liabilities comprise CLNs, other loans and trade payables. All liabilities are measured at amortised cost.
These are detailed in Notes 14, 15 and 16.
The Group has various financial assets, being trade receivables and cash, which arise directly from its operations. All are classified
as loans and receivables. These are detailed in Notes 12, 13 and 24.
The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and market risk (including interest risk
and currency risk). The risk management policies employed by the Group to manage these risks are discussed below:
a. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group.
The Group does not have any receivables past due or impaired.
The Group makes allowances for impairment of receivables where there is an identified event which, based on previous
experience, is evidence of a reduction in the recoverability of cash flows.
The credit risk on cash is considered to be limited because the counterparties are financial institutions with high and good
credit ratings assigned by international credit rating agencies in the UK.
The carrying amount of financial assets, trade receivables and cash held with financial institutions recorded in the financial
statements represents the exposure to credit risk for the Group.
At Company level, there is the risk of impairment of inter-company receivables if the full amount is not deemed as
recoverable from the relevant subsidiary company. These amounts are written down when their deemed recoverable
amount is deemed less than the current carrying value.
b. Market risk
(i) Currency risk
Currency risk refers to the risk that fluctuations in foreign currencies cause losses to the Company.
- 55 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The Group’s operations are predominantly in Slovenia. Foreign exchange risk arises from translating the euro earnings,
assets and liabilities of the Ascent Resources doo and Ascent Slovenia Limited into sterling. The Group manages exposures
that arise from receipt of monies in a non-functional currency by matching receipts and payments in the same currency.
The Company often raises funds for future development through the issue of new shares in sterling. These funds are
predominantly to pay for the Company’s exploration costs abroad in Euros. As such any sterling balances held are at risk
of currency fluctuations and may prove to be insufficient to meet the Company’s planned euro requirements if there is
devaluation.
Foreign currency sensitivity analysis
The Group is mainly exposed to the currency of the European Union (the euro).
The Group operates internationally and is exposed to currency risk on sales, purchases, borrowings and cash and cash
equivalents that are denominated in a currency other than sterling. The currencies giving rise to this are the euro and the
United States dollar.
Foreign exchange risk arises from transactions and recognised assets and liabilities.
The Group does not use foreign exchange contracts to hedge its currency risk.
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase and decrease in sterling against the stated currencies.
10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents
the management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis
comprises cash and cash equivalents held at the balance sheet date. A positive number below indicates an increase in profit
and other equity where sterling weakens 10% against the relevant currency.
Group
Profit or loss
10% strengthening of sterling
10% weakening of sterling
Equity
10% strengthening of sterling
10% weakening of sterling
Company
Profit or loss
10% strengthening of sterling
10% weakening of sterling
Equity
10% strengthening of sterling
10% weakening of sterling
(ii)
Interest rate risk
Euro currency change
Year ended
31 December
2017
Year ended
31 December
2016
44
(53)
47
(58)
(2,489)
3,040
(1,983)
2,424
(146)
178
(13)
16
(2,948)
3,604
(2,687)
3,288
Interest rate risk refers to the risk that fluctuations in interest rates cause losses to the Company.
The Group and Company have no exposure to interest rate risk except on cash and cash equivalent which carry variable
interest rates. The Group carries low units of cash and cash equivalents and the Group and Companies monitor the variable
interest risk accordingly.
At 31 December 2017, the Group and Company has GBP loans valued at £36,000 rates of 0% per annum.
At 31 December 2016, the Group and Company has GBP loans valued at £6,162,000 rates of 0% per annum.
(iii) Liquidity risk
Liquidity risk refers to the risk that the Company has insufficient cash resources to meet working capital requirements.
- 56 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
The Group and Company manages its liquidity requirements by using both short- and long-term cash flow projections and
raises funds through debt or equity placings as required. Ultimate responsibility for liquidity risk management rests with
the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the
Group’s short-, medium- and long-term funding and liquidity management requirements.
The Group closely monitors and manages its liquidity risk. Cash forecasts are regularly produced and sensitivities run for
different scenarios (see Note 1).
For further details on the Group’s liquidity position, please refer to the Going Concern paragraph in Note 1 of these accounts.
Group
Company
2017
£ ’000s
-
576
-
36
2016
£ ’000s
-
254
-
-6,162
2017
£ ’000s
-
174
-
36
2016
£ ’000s
-
165
-
-6,162
Maturity analysis of financial liabilities
Less than six months - loans and borrowings
Less than six months - trade and other payables
Between six months and a year
Over one year
c. Capital management
The Group manages its shares and CLN’s as capital.
d. There are no externally imposed capital requirements.
e.
Fair value of financial instruments
Set in the foregoing is a comparison of carrying amounts and fair values of the Group’s and the Company’s financial
instruments:
Carrying
amount
Year ended
31 December
2017
Fair Value of
financial
instruments
Year ended
31 December
2017
Carrying
amount
Year ended
31 December
2016
Fair Value of
financial
instruments
Year ended
31 December
2016
721
355
655
279
576
36
721
355
655
279
576
36
3,153
-
-
-
147
6,162
3,153
-
-
-
147
6,162
Year ended
31 December
2017
Carrying
Year ended
31 December
2017
Fair Value of
financial
instruments
Year ended
31 December
2016
Carrying
Year ended
31 December
2016
Fair Value of
financial
instruments
700
355
-
174
36
700
355
-
174
36
3,154
-
-
84
6,162
3,154
-
-
84
6,162
Financial assets
Cash and cash equivalents - unrestricted
Cash and cash equivalents - restricted
Trade receivables
Prepaid abandonment fund (refundable)
Financial liabilities
Trade and other payables
Convertible loans at fixed rate
Capital Management - Company
Financial assets
Cash and cash equivalents – unrestricted
Cash and cash equivalents – restricted
Trade and other receivables
Financial liabilities
Trade and other payables
Convertible loans at fixed rate
Convertible loan at fixed rate
Fair value of convertible loans has been determined based on tier 3 measurement techniques. The fair value is estimated
at the present value of future cash flows, discounted at estimated market rates. Fair value is not significantly different from
carrying value.
- 57 -
Ascent Resources plc
Annual Report and Financial Statements
For the year ended 31 December 2017
Trade and other receivables/payables & inter-company receivables
All trade and other receivables and payables have a remaining life of less than one year. The ageing profile of the Group
and Company receivable and payables are shown in Notes 12, 13, 14, 16 and 17.
Cash and cash equivalents
Cash and cash equivalents are all readily available and therefore carrying value represents a close approximation to fair
value.
26 Commitments & contingencies
Now that the Group is generating revenue from the Slovenian asset it has received legal claims relating to past activities. Based
on legal advice received we consider these to be spurious and without merit. The Board will vigorously reject such opportunistic
approaches.
- 58 -
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