SYNDERAL SERVICES LTD
Combined financial statements
for the year ended December 31, 2012
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
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COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012 | | | |
| | | |
Combined Statement of Comprehensive Income | | | F-16 | |
| | | | |
Combined Balance Sheet | | | F-17 | |
| | | | |
Combined Statement of Cash Flows | | | F-18 | |
| | | | |
Combined Statement of Changes in Equity | | | F-19 | |
| | |
Notes to combined financial statements | | | F-20 | |
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(in USD, unless otherwise stated)
| | | | | Year ended | | | Year ended | |
| | Note | | | December 31, 2012 | | | December 31, 2011 | |
REVENUES AND OTHER INCOME | | | | | | | | | |
Gas sales | | | | | | 252,817 | | | | 199,320 | |
Other sales | | | | | | 50,067 | | | | 20,650 | |
Other income | | | | | | 41,633 | | | | 12,056 | |
| | | | | | 344,517 | | | | 232,026 | |
COSTS AND OTHER DEDUCTIONS | | | | | | | | | | | |
Operating and maintenance expenses | | 4 | | | | (215,436 | ) | | | (150,674 | ) |
General and administrative expenses | | 5 | | | | (105,865 | ) | | | (109,010 | ) |
Depreciation, depletion and amortization | | | | | | (108,640 | ) | | | (110,860 | ) |
| | | | | | (429,941 | ) | | | (370,544 | ) |
| | | | | | | | | | | |
Finance costs | | | | | | (3,449 | ) | | | (2,941 | ) |
Income from sale of ERUs | | 6 | | | | 215,885 | | | | - | |
INCOME (LOSS) BEFORE INCOME TAX | | | | | | 127,012 | | | | (141,459 | ) |
| | | | | | | | | | | |
Income tax expenses (income) | | 7 | | | | (31,821 | ) | | | 1,855 | |
NET INCOME (LOSS) | | | | | | 95,191 | | | | (139,604 | ) |
| | | | | | | | | | | |
OTHER COMPREHENSIVE INCOME | | | | | | | | | | | |
Foreign currency translation adjustment | | | | | | (503 | ) | | | (4,475 | ) |
| | | | | | (503 | ) | | | (4,475 | ) |
| | | | | | | | | | | |
COMPREHENSIVE INCOME | | | | | | 94,688 | | | | (144,079 | ) |
The information in the Notes to combined financial statements is an integral part of these statements.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
COMBINED BALANCE SHEET
AS AT DECEMBER 31, 2012, 2011 AND 2010
(in USD, unless otherwise stated)
| | | Note | | | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
| Cash and cash equivalents | | 8 | | | | 197,101 | | | | 25,660 | | | | 29,176 | |
| Accounts receivable, net | | 9 | | | | 21,964 | | | | 17,165 | | | | 9,358 | |
| Investments | | 10 | | | | 340,576 | | | | 320,562 | | | | 355,274 | |
| | | | | | | 57,038 | | | | 55,673 | | | | 60,086 | |
| Other current assets | | 11 | | | | 4,940 | | | | 2,483 | | | | 2,143 | |
| Deferred income tax assets | | 7 | | | | 3,519 | | | | 3,598 | | | | 9,108 | |
| | | | | | | 625,138 | | | | 425,141 | | | | 465,145 | |
| | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | 12 | | | | 1,201,631 | | | | 1,281,577 | | | | 1,382,464 | |
Deferred income tax assets | | 7 | | | | 11,511 | | | | 1,902 | | | | - | |
TOTAL ASSETS | | | | | | 1,838,280 | | | | 1,708,620 | | | | 1,847,609 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | |
| Loans received | | 13 | | | | 370,848 | | | | 369,152 | | | | 368,040 | |
| Bank overdraft | | | | | | 304 | | | | 127 | | | | - | |
| Accounts payable and accrued liabilities | | 14 | | | | 29,766 | | | | 19,687 | | | | 16,064 | |
| Taxes payable | | 15 | | | | 74,283 | | | | 59,476 | | | | 61,291 | |
| | | | | | | 475,201 | | | | 448,442 | | | | 445,395 | |
| | | | | | | | | | | | | | | | |
Notes issued | | 16 | | | | 25,890 | | | | 22,514 | | | | 19,646 | |
Asset retirement obligations | | 17 | | | | 53,591 | | | | 48,754 | | | | 45,535 | |
Deferred income tax liabilities | | 7 | | | | - | | | | - | | | | 5,461 | |
TOTAL LIABILITIES | | | | | | 554,682 | | | | 519,710 | | | | 516,037 | |
| | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | |
Share capital/members' interest | | | | | | 2,840,007 | | | | 2,840,007 | | | | 2,838,590 | |
Retained earnings | | | | | | (1,551,431 | ) | | | (1,646,622 | ) | | | (1,507,018 | ) |
Accumulated other comprehensive income | | | | | | (4,978 | ) | | | (4,475 | ) | | | - | |
TOTAL EQUITY | | | | | | 1,283,598 | | | | 1,188,910 | | | | 1,331,572 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | | | | | 1,838,280 | | | | 1,708,620 | | | | 1,847,609 | |
The information in the Notes to combined financial statements is an integral part of these statements.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(in USD, unless otherwise stated)
| | Year ended | | | Year ended | |
| | December 31, 2012 | | | December 31, 2011 | |
OPERATING ACTIVITIES | | | | | | |
Net income (loss) | | | 95,191 | | | | (139,604 | ) |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation, depletion and amortization | | | 108,640 | | | | 110,860 | |
Deferred income taxes | | | (9,534 | ) | | | (1,869 | ) |
Accretion expense | | | 4,857 | | | | 3,385 | |
Finance costs | | | 3,449 | | | | 2,941 | |
Other | | | 96 | | | | 1,845 | |
Working capital adjustments: | | | | | | | | |
Change in accounts receivable | | | (4,808 | ) | | | (9,160 | ) |
Change in inventories | | | (1,388 | ) | | | 4,208 | |
Change in advances paid and deferred expenses | | | (182 | ) | | | (358 | ) |
Change in accounts payable and accrued liabilities | | | 10,027 | | | | 3,685 | |
Change in prepaid taxes and taxes payable | | | 12,558 | | | | (1,592 | ) |
Net cash flows provided by operating activities | | | 218,906 | | | | (25,659 | ) |
| | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | |
Purchases of property, plant and equipment | | | (29,284 | ) | | | (15,221 | ) |
Change in deposits | | | (20,148 | ) | | | 21,436 | |
Receipts from sales of notes | | | 244,023 | | | | - | |
Receipts from collections of loans issued | | | - | | | | 12,079 | |
Net cash flows used in investing activities | | | 194,591 | | | | 18,294 | |
| | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | |
Proceeds from loans received | | | 11,838 | | | | 2,538 | |
Repayments of loans received | | | (253,841 | ) | | | - | |
Proceeds from issue of share capital | | | - | | | | 1,417 | |
Net cash flows used in financing activities | | | (242,003 | ) | | | 3,955 | |
| | | | | | | | |
Effect of translation to presentation currency | | | (53 | ) | | | (106 | ) |
| | | | | | | | |
Net change in cash and cash equivalents | | | 171,441 | | | | (3,516 | ) |
| | | | | | | | |
Cash and cash equivalents at the beginning of year | | | 25,660 | | | | 29,176 | |
| | | | | | | | |
Cash and cash equivalents at the end of year | | | 197,101 | | | | 25,660 | |
| | | | | | | | |
Cash paid during the year for: | | | | | | | | |
Income taxes paid | | | 43,689 | | | | 14 | |
The information in the Notes to combined financial statements is an integral part of these statements.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
COMBINED STATEMENT OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(in USD, unless otherwise stated)
| | Share capital/ members' interest | | | Retained earnings | | | Accumulated other comprehensive income | | | Total equity | |
| | | | | | | | | | | | |
As at 31 December 2010 | | | 2,838,590 | | | | (1,507,018 | ) | | | - | | | | 1,331,572 | |
| | | | | | | | | | | | | | | | |
Net loss | | | - | | | | (139,604 | ) | | | - | | | | (139,604 | ) |
Other comprehensive income | | | - | | | | - | | | | (4,475 | ) | | | (4,475 | ) |
Issue of share capital | | | 1,417 | | | | - | | | | - | | | | 1,417 | |
| | | | | | | | | | | | | | | | |
As at 31 December 2011 | | | 2,840,007 | | | | (1,646,622 | ) | | | (4,475 | ) | | | 1,188,910 | |
| | | | | | | | | | | | | | | | |
Net income | | | - | | | | 95,191 | | | | - | | | | 95,191 | |
Other comprehensive income | | | - | | | | - | | | | (503 | ) | | | (503 | ) |
| | | | | | | | | | | | | | | | |
As at 31 December 2012 | | | 2,840,007 | | | | (1,551,431 | ) | | | (4,978 | ) | | | 1,283,598 | |
The information in the Notes to combined financial statements is an integral part of these statements.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
Notes to combined financial statements
1 General information
These combined financial statements are the responsibility of the management of SSL. The statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and fairly represent the transactions and financial position of the Group.
On 15 March 2013 Synderal Services LTD acquired 100% shareholding in Lispromgaz LLC for €18,000 ($23,567) and 100% shareholding in NPK-Kontakt LLC for €23,000 ($30,097).
These combined financial statements have been prepared in connection with these acquisitions and present the historical combined financial position, results of operation and cash flows of Synderal Services LTD as if it operated on a stand-alone basis as the Group.
For the purposes of these combined financial statements the “Group” has been presented as follows:
The entities of the Group | | Country of incorporation | | December 31, 2012 | | | Ownership, % as at December 31, 2011 | | | December 31, 2010 | |
Synderal Services LTD | | Cyprus | | | 100.00 | | | | 100.00 | | | | - | |
NPK-Kontakt LLC | | Ukraine | | | 100.00 | | | | 100.00 | | | | 100.00 | |
Lispromgaz LLC | | Ukraine | | | 100.00 | | | | 100.00 | | | | 100.00 | |
Synderal Services LTD was incorporated in Cyprus as a private limited liability company on 2 August 2011. The company is domiciled in Cyprus and its registered office is at 155 Archiepiskopou Makariou III, Proteas House 5th floor, 3026 Limassol, Cyprus.
The Company was incorporated in Ukraine as a limited liability company on 26 November 1991. The company is domiciled in Ukraine and its registered office is at 54, Travnya 9-th st., Lysychansk, Luhansk region, 93103, Ukraine.
The Company was incorporated in Ukraine as a limited liability company on 7 August 2003. The company is domiciled in Ukraine and its registered office is at 54, Travnya 9-th st., Lysychansk, Luhansk region, 93103, Ukraine.
The Group’s principal business is the extraction and sale of methane gas in Luhansk region, Ukraine.
2 Basis of combination
The Group’s entities maintain accounting books and records in local currencies of their domicile in accordance with the requirements of respective accounting and tax legislations. The accompanying combined financial statements have been prepared in order to present the Group's financial position and its results of operations and cash flows in accordance with US GAAP and are expressed in terms of US Dollars ($), unless otherwise stated.
The combined financial statements are based upon the historical financial statements of Synderal Services LTD, NPK-Kontakt LLC and Lispromgaz LLC and certain adjustments that rely on preliminary estimates and certain assumptions which the management believes are reasonable under the circumstances.
3 Summary of significant accounting policies
The preparation of financial statements in conformity with US GAAP requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Although the management uses its best estimates and judgments, actual results could differ from these estimates as future confirming events occur.
Reporting and functional currency
The functional currency of Synderal Services LTD and Group’s reporting currency is the US dollar ("USD").
The national currency of Ukraine, Ukrainian Hryvnia (“UAH”) is the functional currency for the Group’s entities that operate in Ukraine. Monetary assets and liabilities denominated in currencies other than the US dollar have been translated into US dollar at the rate prevailing at each balance sheet date. Non-monetary assets and liabilities in currencies other than the US dollar have been translated into US dollars at historical rates. Non US dollar revenues, expenses and cash flows have been translated into US dollars at rates, which approximate actual rates at the date of the transaction. Translation differences resulting from the use of these rates are included in the statement of income. The cumulative translation effects for those entities using functional currencies other than the US dollar are included in “Foreign currency translation adjustment” on the statement of equity.
Revenue recognition
Revenues from the sale of natural gas are recognized when title passes to customers, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sale price is fixed or determinable.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and certificates of deposit with an original maturity of less than three months.
Inventories
Inventories are stated at the lower of current market value or cost. The cost of inventories is based on the FIFO method and includes expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location.
Accounts receivable
Accounts receivable are recorded at their transaction amounts less allowance for doubtful debts. Allowance for doubtful debts are recorded to the extent that there is a likelihood that any of the amounts due will not be obtained.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
Notes to combined financial statements
3 Summary of significant accounting policies (continued)
Property, plant and equipment
Depreciation, depletion and amortization, based on cost less estimated salvage value of the asset, are primarily determined under either the unit-of-production method or the straight-line method, which is based on estimated asset service life taking obsolescence into consideration. Maintenance and repairs, including planned major maintenance, are expensed as incurred. Major renewals and improvements are capitalized and the assets replaced are retired.
Production costs are expensed as incurred. Production involves lifting the gas to the surface and gathering, treating, field processing and field storage of the gas. Production costs are those incurred to operate and maintain wells and related equipment and facilities. These costs become part of the cost of gas produced.
Interest costs incurred to finance expenditures during the construction phase of multiyear projects are capitalized as part of the historical cost of acquiring the constructed assets. The project construction phase commences with the development of the detailed engineering design and ends when the constructed assets are ready for their intended use.
Gas properties (wells) are accounted for using the successful efforts method of accounting whereby property acquisitions, successful exploratory wells, development costs, and support equipment and facilities are capitalized and depleted using the unit-of-production method. Unsuccessful exploratory wells are expensed when a well is determined to be non-productive. Other exploratory expenditures, including geological and geophysical cost are expensed as incurred.
The Group capitalizes costs related to exploratory wells and exploratory-type stratigraphic wells for more than one year if the well has found a sufficient quantity of reserves to justify its completion as a producing well and the company is making sufficient progress assessing the reserves and the economic and operating viability of the project. If these conditions are not met or if information that raises substantial doubt about the economic or operational viability of the project is obtained, the well would be assumed impaired, and its cost, net of any salvage value, would be charged to expenses.
The capitalized costs of all other plant and equipment are depreciated or amortized over their estimated useful lives on a straight-line basis.
Long-lived assets, including gas properties, are assessed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Such events include write-downs of proved reserves based on field performance, significant decreases in the market value of an asset, significant change in the extent or manner of use of or a physical change in an asset, and a more-likely-than-not expectation that a long-lived asset or asset group will be sold or otherwise disposed of significantly sooner than the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of their carrying amount with their estimated undiscounted future cash flows expected to be generated by such aseets. Impaired assets are written down to their estimated fair values, generally their discounted, future net before-tax cash flows.
Asset retirement obligation and environmental liabilities
The Group incurs retirement obligations for certain assets. These obligations may include the costs of asset disposal and additional soil remediation. The fair value of a liability for an asset retirement obligation is recorded as a liability when there is a legal obligation associated with the retirement of a long-lived asset and the amount can be reasonably estimated. In the estimation of fair value, the Group uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation; technical assessments of the assets; estimated amounts and timing of settlements; discount rates; and inflation rates. The costs associated with these liabilities are capitalized as part of the related assets and depreciated. Over time, the liabilities are accreted for the change in their present value.
Liabilities for environmental costs are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. Environmental expenditures that relate to ongoing operations or to conditions caused by past operations are expensed. Expenditures that create future benefits or contribute to future revenue generation are capitalized.
The gross amount of environmental liabilities is based on the management’s best estimate of future costs using currently available technology. Future amounts are not discounted.
Income taxes
Income taxes represent amounts paid or estimated to be payable, net of amounts refunded or estimated to be refunded, for the current year and the change in deferred taxes, exclusive of amounts recorded in other comprehensive income.
Deferred income tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities and are recognized using enacted tax rates for the effect of such temporary differences. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
Notes to combined financial statements
4 Operating and maintenance expenses
| | Year ended | | | Year ended | |
| | December 31, 2012 | | | December 31, 2011 | |
Wages and salaries | | | (117,931 | ) | | | (119,201 | ) |
Materials | | | (18,227 | ) | | | (7,042 | ) |
Taxes | | | (31,528 | ) | | | - | |
Other expenses | | | (47,750 | ) | | | (24,431 | ) |
| | | (215,436 | ) | | | (150,674 | ) |
5 General and administrative expenses
| | Year ended | | | Year ended | |
| | December 31, 2012 | | | December 31, 2011 | |
Wages and salaries | | | (72,202 | ) | | | (74,124 | ) |
Materials | | | (6,470 | ) | | | (6,680 | ) |
Other expenses | | | (27,193 | ) | | | (28,206 | ) |
| | | (105,865 | ) | | | (109,010 | ) |
6 Income from sale of ERUs
Due to coal mine methane exploration, the Group generates greenhouse gas Emission Reduction Units (ERUs), which could be sold according to the procedure established by Kyoto Protocol.
In 2012 the Group verified 215 thousand tons of ERUs CO2 equivalent and sold it in July to Carbon Resource Management S.A. for €175,688.
7 Income tax expenses (income)
| | 2012 | | | 2011 | |
Current income tax expense | | | (41,355 | ) | | | (14 | ) |
Deferred tax | | | 9,534 | | | | 1,869 | |
| | | (31,821 | ) | | | 1,855 | |
The reconciliation between income tax expense and a theoretical tax:
| | Year ended | | | Year ended | |
| | December 31, 2012 | | | December 31, 2011 | |
Income (loss) before income tax | | | | | | | | |
Cyprus | | | (4,426 | ) | | | (6,699 | ) |
Ukraine | | | 131,438 | | | | (134,760 | ) |
| | | 127,012 | | | | (141,459 | ) |
Income tax rate | | | | | | | | |
Cyprus | | | 10.0 | % | | | 10.0 | % |
Ukraine | | | 21.0 | % | | | 23.0 | % |
Theoretical tax at statutory rate | | | | | | | | |
Cyprus | | | 443 | | | | 670 | |
Ukraine | | | (27,602 | ) | | | 30,995 | |
| | | (27,159 | ) | | | 31,665 | |
Effect of change in tax rate | | | (4,544 | ) | | | (2,130 | ) |
Tax effect of permanent differences | | | (684 | ) | | | (27,372 | ) |
Tax effect of income not subject to tax | | | 962 | | | | - | |
Operating loss carryforwards | | | (396 | ) | | | (308 | ) |
| | | (31,821 | ) | | | 1,855 | |
On December 3rd, 2010 the new Tax Code of Ukraine was adopted, which was effected since January 1st, 2011. In accordance with the provisions of the new Tax Code, rates of the company income tax will be reduced from 25% to 16% in several stages during 2011-2014 Deferred tax assets and liabilities are measured at the income tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized.
In accordance with Transitional provisions of the Tax Code of Ukraine, the tax exemption is provided to entities in regard to taxation of income of gas (methane) extraction. This exemption is temporary and expires January 1st, 2020.
For the Group’s major tax jurisdiction (Ukraine), the latest period for which income tax examinations had been finalized is the period that ended June 30, 2013.
As of December 31, 2012 the Group does not have any unrecognized tax benefits and thus no interest and penalties related to unrecognized tax benefits were accrued.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
Notes to combined financial statements
7 Income taxe expenses (continued)
Tax effects of temporary differences for:
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Current deferred tax assets and liabilities | | | | | | | | | |
Deferred tax assets | | | | | | | | | |
Accounts receivable | | | - | | | | - | | | | 5,419 | |
Inventories | | | 2,779 | | | | 2,780 | | | | 2,790 | |
Accounts payable and accrued liabilities | | | 740 | | | | 818 | | | | 899 | |
Net current deferred tax assets | | | 3,519 | | | | 3,598 | | | | 9,108 | |
| | | | | | | | | | | | |
Noncurrent deferred tax assets and liabilities | | | | | | | | | | | | |
Deferred tax assets | | | | | | | | | | | | |
Property, plant and equipment | | | 6,023 | | | | 3,313 | | | | 1,095 | |
Asset retirement obligations | | | 8,575 | | | | 7,801 | | | | 7,286 | |
Operating loss carryforwards | | | 703 | | | | 308 | | | | - | |
Deferred tax assets valuation allowance | | | (703 | ) | | | (308 | ) | | | - | |
| | | 14,598 | | | | 11,114 | | | | 8,381 | |
Less: Offset of deferred tax assets and liabilities | | | (3,087 | ) | | | (9,212 | ) | | | (8,381 | ) |
Net noncurrent deferred tax assets | | | 11,511 | | | | 1,902 | | | | - | |
| | | | | | | | | | | | |
Deferred tax liabilities | | | | | | | | | | | | |
Property, plant and equipment | | | (1,769 | ) | | | (7,351 | ) | | | (11,503 | ) |
Notes issued | | | (1,318 | ) | | | (1,861 | ) | | | (2,339 | ) |
| | | (3,087 | ) | | | (9,212 | ) | | | (13,842 | ) |
Less: Offset of deferred tax assets and liabilities | | | 3,087 | | | | 9,212 | | | | 8,381 | |
Net noncurrent deferred tax liabilities | | | - | | | | - | | | | (5,461 | ) |
As at December 31, 2012 the Group had tax loss carryforwards of $7,033 (2011 - $3,076). Under current Cyprus legislation, tax losses may be carried forward and be offset against taxable income of the five succeeding years. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management does not expect that deferred assets for operating loss carryforwards will be realised.
The valuation allowance relates to deferred tax assets for operating loss carryforwards and reduces the deferred tax assets to amounts that are, in management’s assessment, more likely than not to be realized.
8 Cash and cash equivalents
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Cash in bank | | | 15,942 | | | | 5,509 | | | | 8,954 | |
Deposits | | | 181,159 | | | | 20,151 | | | | 20,222 | |
| | | 197,101 | | | | 25,660 | | | | 29,176 | |
9 Accounts receivable, net
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Trade receivable | | | 13,411 | | | | 17,165 | | | | 7,325 | |
Other receivable | | | 8,553 | | | | - | | | | 2,033 | |
| | | 21,964 | | | | 17,165 | | | | 9,358 | |
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Loans issued | | | 320,433 | | | | 320,562 | | | | 333,796 | |
Deposits | | | 20,143 | | | | - | | | | 21,478 | |
| | | 340,576 | | | | 320,562 | | | | 355,274 | |
Loans issued are non-interest loans, issued to related parties. Loans issued are shot-term loans (less than year), which were prolonged more than once. The final maturity date is December 31, 2013.
As at June 30, 2013 loans issued were fully repaid.
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Advances paid and deferred expenses | | | 2,621 | | | | 2,440 | | | | 2,090 | |
Prepaid taxes | | | 2,319 | | | | 43 | | | | 53 | |
| | | 4,940 | | | | 2,483 | | | | 2,143 | |
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
Notes to combined financial statements
12 Property, plant and equipment
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Wells and related equipment and facilities | | | 1,209,354 | | | | 1,199,964 | | | | 1,204,199 | |
Other assets | | | 657,287 | | | | 638,316 | | | | 624,782 | |
| | | 1,866,641 | | | | 1,838,280 | | | | 1,828,981 | |
Less: Accumulated depletion and depreciation | | | (665,010 | ) | | | (556,703 | ) | | | (446,517 | ) |
| | | 1,201,631 | | | | 1,281,577 | | | | 1,382,464 | |
The Group’s property, plant and equipment listed above include asset retirement costs associated with its asset retirement obligations (Note 17).
Exploratory wells
The following two tables provide details of the changes in the balance of suspended exploratory well costs as well as an aging summary of those costs.
Change in capitalized suspended exploratory well costs:
| | Year ended | | | Year ended | |
| | December 31, 2012 | | | December 31, 2011 | |
Beginning balance | | | 412,193 | | | | 413,647 | |
Effect of translation to presentation currency | | | (165 | ) | | | (1,454 | ) |
Ending balance | | | 412,028 | | | | 412,193 | |
Aging of capitalized suspended exploratory well costs:
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Capitalized for a period of one year or less | | | - | | | | - | | | | - | |
Capitalized for a period of between one and five years | | | 17,737 | | | | 33,296 | | | | 33,413 | |
Capitalized for a period of between five and ten years | | | 378,745 | | | | 378,897 | | | | 380,234 | |
| | | 396,482 | | | | 412,193 | | | | 413,647 | |
Capitalized exploratory well costs are related to one project, represented by two wells drilled in 2003: $179,847 and $232,181 as at December 31, 2012. The wells were suspended pending final assessment of the operational and economic viability of the project. A decision is expected at the end of 2013.
13 Loans received
Loans received are non-interest unsecured loans, received from related parties. Loans received are shot-term loans (less than year), which were prolonged more than once. The final maturity date is December 31, 2013.
As of September 27, 2013 loans received were fully repaid.
14 Accounts payable and accrued liabilities
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Trade payable | | | 7,501 | | | | 590 | | | | 430 | |
Employee payable | | | 15,248 | | | | 15,593 | | | | 14,823 | |
Other payable | | | 7,017 | | | | 3,504 | | | | 811 | |
| | | 29,766 | | | | 19,687 | | | | 16,064 | |
As of September 26, 2013 payables for acquisition of subsidiaries were fully repaid.
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
VAT payable | | | 56,707 | | | | 57,175 | | | | 58,287 | |
Other taxes payable | | | 17,576 | | | | 2,301 | | | | 3,004 | |
| | | 74,283 | | | | 59,476 | | | | 61,291 | |
| | December 31, 2012 | | | December 31, 2011 | | | December 31, 2010 | |
Note issued due September 2014 | | | 9,234 | | | | 8,030 | | | | 7,007 | |
Note issued due October 2015 | | | 5,622 | | | | 4,889 | | | | 4,266 | |
Note issued due September 2014 | | | 11,034 | | | | 9,595 | | | | 8,373 | |
| | | 25,890 | | | | 22,514 | | | | 19,646 | |
Notes issued are non-interest unsecured notes, issued to related parties. They are measured at amortized cost using the effective interest rate 15%. Accompanying expenses are presented in item 'Finance costs'.
As of September 25, 2013 notes issued were fully repaid.
The fair value hierarchy for notes issued is Level 3 and was determined through the use of present value and specific notes terms.
SYNDERAL SERVICES LTD
Combined financial statements for the year ended December 31, 2012
Notes to combined financial statements
17 Asset retirement obligations
Change in asset retirement obligations:
| | Year ended | | | Year ended | |
| | December 31, 2012 | | | December 31, 2011 | |
Beginning balance | | | 48,754 | | | | 45,535 | |
Accretion expense | | | 4,857 | | | | 3,385 | |
Effect of translation to presentation currency | | | (20 | ) | | | (166 | ) |
Ending balance | | | 53,591 | | | | 48,754 | |
Asset retirement obligations incurred in the current period were Level 3 (unobservable inputs) fair value measurements.
18 Financial instruments
There are no difference between carrying amounts and fair values of financial instruments as at all reporting dates. The fair value of financial instruments is determined by reference to observable market data and other valuation techniques as appropriate.
19 Contingencies and commitments
Operating environment
The principal business activities of the Group are within Ukraine. Emerging markets such as Ukraine are subject to different risks than more developed markets, including economic, political and social, legal and legislative risks. As has happened in the past, actual or perceived financial problems or an increase in the perceived risks associated with investing in emerging economies could adversely affect the investment climate in Ukraine and the Ukraine’s economy in general. Laws and regulations affecting businesses operating in Ukraine are subject to rapid changes and the Group’s assets and operations could be at risk if there are any adverse changes in the political and business environment.
Taxation
The tax environment in Ukraine is constantly changing and characterized by numerous taxes and frequently changing legislation, which may be applied retroactively and are often unclear, contradictory, and subject to interpretation. Taxes are subject to review and investigation by a number of authorities, which are enabled by law to impose severe fines, penalties and interest charges and these amounts could be material. Future tax examinations could raise issues or assessments which are contrary to the Group companies’ tax filings.
Management believes that it has provided adequately for tax liabilities based on its interpretations of applicable tax legislation and official pronouncements.
Environmental liabilities
The Group routinely evaluates their obligations relating to new and changing environmental legislation.
As liabilities in respect of the Group’s environmental obligations are able to be determined, they are recognized immediately. The likelihood and amount of liabilities relating to environmental obligations under proposed or any future legislation cannot be reasonably estimated at present and could become material. Under existing legislation, however, management believes that there are no significant unrecorded liabilities or contingencies, which could have a materially adverse effect on the operating results or financial position of the Group.
20 Subsequent events
On 9 May 2013, the parent company of Synderal Services LTD (Carapetta Investments Limited) entered into an agreement with Bezerius Holdings Ltd, where the former agreed to sell to the latter 100% of the share capital owned to the Synderal Services LTD.
The sale is still pending as at the date of this report and will be only fullfilled subject to the terms and conditions outlined in the Article (V) of the 'Agreement of purchase and sale of shares'.
On the same date, Carapetta Investments Limited, Synderal Services LTD and its subsidiaries (the pledgors) entered into several pledge agreements with Bezerius Holdings Ltd (the pledgee), in order to secure the fullfilment of the agreement referred above:
- a Pledge of Share Agreement, that provides for 100% shares of Synderal Services LTD;
- a Pledge of Participatory Interest Agreement, that provides for 100% shareholdings in Lispromgaz LLC and NPK-Kontakt LLC;
- a Pledge of Assets Agreement, that provides for pledge the property, plant and equipment with book value of $417,154.
Notwithstanding existence of these pledge agreements, terms and conditions stated to the original 'Agreement of purchase and sale of shares' have to be fully met, before the completion of the sale is considered valid.
The mentioned above agreement and accompanying pledge agreements are intended to be completed before October 1, 2013.
On September 25, 2013 Synderal Services LTD received new loan from its parent company in amount of €48,700 ($65,764 as of receiving date) for the next 5 years, which was transferred to Additional paid capital on September 27, 2013.
There were no other events after the balance-sheet date and through September 27, 2013 that would require adjustment to or disclosure in these financial statements.