Seplat Petroleum Development Company Plc
Interim management statement and consolidated interim financial results for the three months ended 31 March 2019
Lagos and London, 30 April 2019: Seplat Petroleum Development Company Plc ("Seplat" or the "Company"), a leading Nigerian independent oil and gas company listed on both the Nigerian Stock Exchange and London Stock Exchange, today announces its first quarter results. Information contained within this release is un-audited and is subject to further review.
Commenting on the results Austin Avuru, Seplat's Chief Executive Officer, said:
"Our operations have continued to perform in line with expectation, with the phasing of our 2019 work programme such that the production uplift will be felt throughout the second half of the year as we step up drilling activities to focus on capturing the numerous high margin and short-cycle cash return opportunities within our current portfolio. The next phase of growth for our gas business is now gathering pace following FID for the ANOH project, with governments first tranche of equity investment received. We have continued to deleverage the balance sheet and self-fund investments into the existing portfolio from operational cash flow, while retaining the financial flexibility and available resources that will enable Seplat to capitalise on what we expect to be an increasingly busy pipeline of inorganic growth opportunities that fit our acquisition criteria."
Q1 2019 Results Highlights
Working interest production |
Gross |
|
Working Interest |
|||||
|
|
Liquids(1) |
Gas |
Oil equivalent |
|
Liquids |
Gas |
Oil equivalent |
|
Seplat % |
Bopd |
MMscfd |
Boepd |
|
Bopd |
MMscfd |
Boepd |
OMLs 4, 38 & 41 |
45.0% |
43,915 |
318 |
98,795 |
|
19,762 |
143 |
44,458 |
OPL 283 |
40.0% |
3,199 |
- |
3,199 |
|
1,280 |
- |
1,280 |
OML 53 |
40.0% |
2,107 |
- |
2,107 |
|
843 |
- |
843 |
Total |
|
49,221 |
318 |
104,101 |
|
21,885 |
143 |
46,581 |
(1) Liquid production volumes as measured at the LACT unit for OMLs 4, 38 and 41 and OPL 283 flow station. Volumes stated are subject to reconciliation and will differ from sales volumes within the period.
- Production uptime in Q1 stood at 85%; Reconciliation losses are yet to be finalised but are expected to remain at levels consistent with prior periods; Full year 2019 production guidance maintained at 49,000 to 55,000 boepd on a working interest basis, comprising 24,000 to 27,000 bopd liquids and 146 to 164 MMscfd (25,000 to 28,000 boepd) gas production
- Sequencing of the 2019 work programme means the corresponding production uplift will be realised progressively throughout H2; 2019 capex guidance maintained at US$200 million (excluding investment in the ANOH joint venture)
Financial performance summary
- Revenue of US$160 million (2018: US$181 million) and gross profit of US$81 million (2018: US$93 million) represents a 51% gross profit margin (unchanged year-on-year); Revenue reflects the lower oil production and oil price realisation of US$61.7/bbl (2018: US$65.78/bbl). Average realised gas price of US$3.24/Mscf in the period (2018: US$2.79/Mscf)
- Operating profit of US$33 million (2018: US$84 million) reflects adjustments for a US$16 million overlift position and US$12 million charge in relation to the Company's oil price hedges, comprising US$5 million cost of hedges and US$7 million fair value loss (reversing the US$9 million fair value gain booked at the end of 2018)
- Positive impact of the 2018 debt refinancing and subsequent deleveraging has resulted in a 38% year-on-year reduction in finance costs to US$16 million (2018: US$26 million); Net profit stood at US$33 million after adjusting for a tax credit of US$13 million
- Net cash generated from operations up 73% year-on-year at US$80 million (2018: US$46 million) versus capex incurred of US$16 million (2018: US$3 million). Further receipt in the period of US$17 million from liftings at OML 55
Further deleveraged with significant headroom preserved in the capital structure
- Repaid US$100 million on the four-year RCF bringing balance drawn to zero while retaining significant headroom in the capital structure to fund growth initiatives. US$4.5 million RCF fees written off in finance costs.
- Gross debt of US$350 million at 31 March 2019 solely comprised of the Company's bond issuance due 2023. Cash at bank stood at US$644 million (which includes US$100 million temporarily held on behalf of Nigerian Gas Company ("NGC") as the government's initial equity investment into ANOH Gas Processing Company ("AGPC")); Normalised cash at bank therefore stood at US$544 million with an effective resultant net cash position of US$194 million
Gas business
- FID for the large scale ANOH gas and condensate project was announced in March and initial equity investment of US$100 million from government received; Project to comprise a Phase One 300 MMscfd midstream gas processing development with first gas targeted for Q1 2021
- Gas revenue from the existing business up 5% year-on-year at US$42 million (2018: US$40 million)
Project Updates
- Amukpe to Escravos pipeline anticipated to be operational in Q2 2019 with ramp up to initial permitted capacity of 40,000 bopd expected during Q3 2019
Important notice
The information contained within this announcement is unaudited and deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
Certain statements included in these results contain forward-looking information concerning Seplat's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the countries, sectors or markets in which Seplat operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within Seplat's control or can be predicted by Seplat. Although Seplat believes that the expectations and opinions reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations and opinions will prove to have been correct. Actual results and market conditions could differ materially from those set out in the forward-looking statements. No part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in Seplat or any other entity, and must not be relied upon in any way in connection with any investment decision. Seplat undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Enquiries:
Seplat Petroleum Development Company Plc |
|
Roger Brown, CFO |
+44 203 725 6500 |
Andrew Dymond, Head of Investor Relations |
|
Ayeesha Aliyu, Investor Relations |
+234 1 277 0400 |
Chioma Nwachuku, GM - External Affairs and Communications
|
|
FTI Consulting Ben Brewerton / Sara Powell |
+44 203 727 1000 |
Citigroup Global Markets Limited Tom Reid / Luke Spells
|
+44 207 986 4000 |
Investec Bank plc Chris Sim / Jonathan Wolf
|
+44 207 597 4000
|
Notes to editors
Seplat Petroleum Development Company Plc is a leading indigenous Nigerian oil and gas exploration and production company with a strategic focus on Nigeria, listed on the Main Market of the London Stock Exchange ("LSE") (LSE:SEPL) and Nigerian Stock Exchange ("NSE") (NSE:SEPLAT).
Seplat is pursuing a Nigeria focused growth strategy and is well-positioned to participate in future divestment programmes by the international oil companies, farm-in opportunities and future licensing rounds. For further information please refer to the company website, http://seplatpetroleum.com/
Interim condensed consolidated statement of profit or loss and other comprehensive income
for the first quarter ended 31 March 2019
|
|
3 months ended 31 Mar 2019 |
3 months ended 31 Mar 2018 |
3 months ended 31 Mar 2019 |
3 months ended 31 Mar 2018 |
|
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|
Note |
₦ million |
₦ million |
$ '000 |
$ '000 |
Revenue from contracts with customers |
7 |
48,941 |
55,236 |
159,517 |
180,588 |
Cost of sales |
8 |
(23,955) |
(26,833) |
(78,078) |
(87,728) |
Gross profit |
|
24,986 |
28,403 |
81,439 |
92,860 |
Other (losses)/income - net |
9 |
(5,031) |
3,200 |
(16,395) |
10,461 |
General and administrative expenses |
10 |
(6,272) |
(4,919) |
(20,445) |
(16,078) |
Reversal of impairment losses on financial assets |
11 |
44 |
669 |
144 |
2,186 |
Fair value loss |
12 |
(3,753) |
(1,730) |
(12,230) |
(5,653) |
Operating profit |
|
9,974 |
25,623 |
32,513 |
83,776 |
Finance income |
13 |
869 |
437 |
2,834 |
1,429 |
Finance costs |
13 |
(4,886) |
(8,073) |
(15,922) |
(26,395) |
Profit before taxation |
|
5,957 |
17,987 |
19,425 |
58,810 |
Income tax credit/(expense) |
14 |
4,065 |
(11,700) |
13,251 |
(38,253) |
Profit for the period |
|
10,022 |
6,287 |
32,676 |
20,557 |
Other comprehensive (loss)/income: |
|
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
|
Foreign currency translation difference |
|
(71) |
227 |
- |
- |
Total comprehensive income for the period |
|
9,951 |
6,514 |
32,676 |
20,557 |
Earnings per share for profit attributable to the equity shareholders |
|
|
|
|
|
Basic earnings per share (₦)/($) |
15 |
17.63 |
11.16 |
0.06 |
0.04 |
Diluted earnings per share (₦)/($) |
15 |
17.56 |
11.11 |
0.06 |
0.04 |
The above interim condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Interim condensed consolidated statement of financial position
As at 31 March 2019
|
|
As at 31 Mar 2019 |
As at 31 Dec 2018 |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
|
|
Unaudited |
Audited |
Unaudited |
Audited |
|
Note |
₦ million |
₦ million |
$ '000 |
$ '000 |
ASSETS |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Oil and gas properties |
|
397,288 |
399,475 |
1,294,309 |
1,301,220 |
Other property, plant and equipment |
|
1,342 |
1,300 |
4,374 |
4,237 |
Right-of-use assets |
28 |
3,079 |
- |
10,028 |
- |
Other assets |
|
46,154 |
51,299 |
150,362 |
167,100 |
Prepayments |
|
7,947 |
7,950 |
25,893 |
25,893 |
Tax paid in advance |
|
9,708 |
9,708 |
31,623 |
31,623 |
Deferred tax assets |
|
47,506 |
42,487 |
154,770 |
138,393 |
Total non-current assets |
|
513,024 |
512,219 |
1,671,359 |
1,668,466 |
Current assets |
|
|
|
|
|
Inventories |
|
30,148 |
31,485 |
98,219 |
102,554 |
Trade and other receivables |
17 |
45,606 |
41,874 |
148,609 |
136,393 |
Contract assets |
19 |
3,666 |
4,327 |
11,947 |
14,096 |
Prepayments |
|
542 |
3,549 |
1,766 |
11,561 |
Derivative financial instruments |
18 |
535 |
2,693 |
1,742 |
8,772 |
Cash and bank balances |
20 |
199,459 |
179,509 |
649,806 |
584,723 |
Total current assets |
|
279,956 |
263,437 |
912,089 |
858,099 |
Total assets |
|
792,980 |
775,656 |
2,583,448 |
2,526,565 |
EQUITY AND LIABILITIES |
|
|
|
|
|
Equity |
|
|
|
|
|
Issued share capital |
21a |
286 |
286 |
1,834 |
1,834 |
Share premium |
|
82,080 |
82,080 |
497,457 |
497,457 |
Share based payment reserve |
21b |
8,103 |
7,298 |
30,122 |
27,499 |
Capital contribution |
|
5,932 |
5,932 |
40,000 |
40,000 |
Retained earnings |
|
202,745 |
192,723 |
1,063,630 |
1,030,954 |
Foreign currency translation reserve |
|
203,082 |
203,153 |
3,141 |
3,141 |
Total shareholders' equity |
|
502,228 |
491,472 |
1,636,184 |
1,600,885 |
Non-current liabilities |
|
|
|
|
|
Interest bearing loans and borrowings |
16 |
94,252 |
133,799 |
307,063 |
435,827 |
Lease liabilities |
28 |
952 |
- |
3,100 |
- |
Contingent consideration |
|
5,687 |
5,676 |
18,529 |
18,489 |
Provision for decommissioning obligation |
|
43,818 |
43,514 |
142,754 |
141,737 |
Defined benefit plan |
|
2,027 |
1,819 |
6,605 |
5,923 |
Total non-current liabilities |
|
146,736 |
184,808 |
478,051 |
601,976 |
Current liabilities |
|
|
|
|
|
Interest bearing loans and borrowings |
16 |
10,647 |
3,031 |
34,685 |
9,872 |
Lease liabilities |
28 |
277 |
- |
903 |
- |
Trade and other payables |
22 |
123,149 |
87,360 |
401,232 |
284,565 |
Current tax liabilities |
|
9,943 |
8,985 |
32,393 |
29,267 |
Total current liabilities |
|
144,016 |
99,376 |
469,213 |
323,704 |
Total liabilities |
|
290,752 |
284,184 |
947,264 |
925,680 |
Total shareholders' equity and liabilities |
|
792,980 |
775,656 |
2,583,448 |
2,526,565 |
The above interim condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
The Group financial statements of Seplat Petroleum Development Company Plc and its subsidiaries for the three months ended 31 March 2019 were authorised for issue in accordance with a resolution of the Directors on 30 April 2019 and were signed on its behalf by
A. B. C. Orjiako |
A. O. Avuru |
R.T. Brown |
FRC/2013/IODN/00000003161 |
FRC/2013/IODN/00000003100 |
FRC/2014/ANAN/00000017939 |
Chairman |
Chief Executive Officer |
Chief Financial Officer |
30 April 2019
|
30 April 2019
|
30 April 2019 |
For the first quarter ended 31 March 2018 |
|
|
|
|
|
|
|
||||||||||||
|
Issued share capital |
Share premium |
Share based payment reserve |
Capital contribution |
Retained earnings |
Foreign currency translation reserve |
Total equity |
|
|||||||||||
|
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
|
|||||||||||
At 1 January 2018 |
283 |
82,080 |
4,332 |
5,932 |
166,149 |
200,870 |
459,646 |
|
|||||||||||
Impact of change in accounting policy: |
|
|
|
|
|
|
|
|
|||||||||||
Adjustment on initial application of IFRS 9 |
- |
- |
- |
- |
(1,779) |
- |
(1,779) |
|
|||||||||||
Adjusted balance at 1 January 2018 |
283 |
82,080 |
4,332 |
5,932 |
164,370 |
200,870 |
457,867 |
|
|||||||||||
Profit for the period |
- |
- |
- |
- |
6,287 |
- |
6,287 |
|
|||||||||||
Other comprehensive income |
- |
- |
- |
- |
- |
227 |
227 |
|
|||||||||||
Total comprehensive income for the period |
- |
- |
- |
- |
6,287 |
227 |
6,514 |
|
|||||||||||
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
|
|
|||||||||||
Share based payments |
- |
- |
599 |
- |
- |
- |
599 |
|
|||||||||||
Vested shares |
13 |
- |
(13) |
- |
- |
- |
- |
|
|||||||||||
Total |
13 |
- |
586 |
- |
- |
- |
599 |
|
|||||||||||
At 31 March 2018 (unaudited) |
296 |
82,080 |
4,918 |
5,932 |
170,657 |
201,097 |
464,980 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the first quarter ended 31 March 2019 |
|
||||||||||||||||||
|
Issued share capital |
Share premium |
Share based payment reserve |
Capital contribution |
Retained earnings |
Foreign currency translation reserve |
Total equity |
|
|||||||||||
|
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
|
|||||||||||
At 1 January 2019 |
286 |
82,080 |
7,298 |
5,932 |
192,723 |
203,153 |
491,472 |
|
|||||||||||
Profit for the period |
|
- |
- |
- |
10,022 |
- |
10,022 |
|
|||||||||||
Other comprehensive loss |
- |
- |
- |
- |
- |
(71) |
(71) |
|
|||||||||||
Total comprehensive income/(loss) for the period |
- |
- |
- |
- |
10,022 |
(71) |
9,951 |
|
|||||||||||
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
|
|
|||||||||||
Share based payments |
- |
- |
805 |
- |
- |
- |
805 |
|
|||||||||||
Total |
- |
- |
805 |
- |
- |
- |
805 |
|
|||||||||||
At 31 March 2019 (unaudited) |
286 |
82,080 |
8,103 |
5,932 |
202,745 |
203,082 |
502,228 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the first quarter ended 31 March 2019
The above interim condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
For the first quarter ended 31 March 2018 |
|
|
|
|
|
|
|
|||||||||||||
|
Issued share capital |
Share premium |
Share based payment reserve |
Capital contribution |
Retained earnings |
Foreign currency translation reserve |
Total equity |
|
||||||||||||
|
$ '000 |
$ '000 |
$ '000 |
$ '000 |
$ '000 |
$ '000 |
$ '000 |
|
||||||||||||
At 1 January 2018 |
1,826 |
497,457 |
17,809 |
40,000 |
944,108 |
1,897 |
1,503,097 |
|
||||||||||||
Impact of change in accounting policy: |
|
|
|
|
|
|
|
|
||||||||||||
Adjustment on initial application of IFRS 9 |
- |
- |
- |
- |
(5,816) |
- |
(5,816) |
|
||||||||||||
Adjusted balance at 1 January 2018 |
1,826 |
497,457 |
17,809 |
40,000 |
938,292 |
1,897 |
1,497,281 |
|
||||||||||||
Profit for the period |
- |
- |
- |
- |
20,557 |
- |
20,557 |
|
||||||||||||
Total comprehensive income for the period |
- |
- |
- |
- |
20,557 |
- |
20,557 |
|
||||||||||||
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
|
|
||||||||||||
Share based payments |
- |
- |
1,958 |
- |
- |
- |
1,958 |
|
||||||||||||
Vested shares |
41 |
- |
(41) |
- |
- |
- |
- |
|
||||||||||||
Total |
41 |
- |
1,917 |
- |
- |
- |
1,958 |
|
||||||||||||
At 31 March 2018 (unaudited) |
1,867 |
497,457 |
19,726 |
40,000 |
958,849 |
1,897 |
1,519,796 |
|
||||||||||||
|
|
|
||||||||||||||||||
|
|
|
||||||||||||||||||
For the first quarter ended 31 March 2019 |
|
|||||||||||||||||||
|
Issued share capital |
Share premium |
Share based payment reserve |
Capital contribution |
Retained earnings |
Foreign currency translation reserve |
Total equity |
|
||||||||||||
|
$ '000 |
$ '000 |
$ '000 |
$ '000 |
$ '000 |
$ '000 |
$ '000 |
|
||||||||||||
At 1 January 2019 |
1,834 |
497,457 |
27,499 |
40,000 |
1,030,954 |
3,141 |
1,600,885 |
|
||||||||||||
Profit for the period |
- |
- |
- |
- |
32,676 |
- |
32,676 |
|
||||||||||||
Total comprehensive income for the period |
- |
- |
- |
- |
32,676 |
- |
32,676 |
|
||||||||||||
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
|
|
||||||||||||
Share based payments |
- |
- |
2,623 |
- |
- |
- |
2,623 |
|
||||||||||||
Total |
- |
- |
2,623 |
- |
- |
- |
2,623 |
|
||||||||||||
At 31 March 2019 (unaudited) |
1,834 |
497,457 |
30,122 |
40,000 |
1,063,630 |
3,141 |
1,636,184 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
The above interim condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Interim condensed consolidated statement of cash flow
For the first quarter ended 31 March 2019
|
3 months ended |
3 months ended |
3 months ended |
3 months ended |
|
2019 |
2018 |
2019 |
2018 |
|
₦ million |
₦ million |
$ '000 |
$ '000 |
Note |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Cash flows from operating activities |
|
|
|
|
Cash generated from operations 23 |
24,407 |
14,067 |
79,523 |
45,989 |
Net cash inflows from operating activities |
24,407 |
14,067 |
79,523 |
45,989 |
Cash flows from investing activities |
|
|
|
|
Investment in oil and gas properties |
(4,887) |
(783) |
(15,920) |
(2,560) |
(Investment in)/proceeds from disposal of other property plant and equipment |
(242) |
34 |
(790) |
110 |
Receipts from other assets |
5,138 |
4,510 |
16,738 |
14,744 |
Interest received |
869 |
437 |
2,834 |
1,429 |
Net cash flows from investing activities |
878 |
4,198 |
2,862 |
13,723 |
Cash flows from financing activities |
|
|
|
|
Repayments of loans |
(30,695) |
(176,791) |
(100,000) |
(578,000) |
Proceeds from loans |
- |
163,653 |
- |
535,045 |
Principal repayments on crude oil advance |
- |
(23,175) |
- |
(75,769) |
Interest payment on crude oil advance |
- |
(530) |
- |
(1,730) |
Payments for other financing charges |
(351) |
(27) |
(1,146) |
(87) |
Interest paid on bank financing |
(5,395) |
(4,475) |
(17,583) |
(14,629) |
Advance from the Nigerian Gas Company Limited (NGC)* |
30,695 |
- |
100,000 |
- |
Net cash flows used in financing activities |
(5,746) |
(41,345) |
(18,729) |
(135,170) |
Net decrease in cash and cash equivalents |
19,539 |
(23,080) |
63,656 |
(75,458) |
Cash and cash equivalents at beginning of period |
178,460 |
133,699 |
581,305 |
437,212 |
Effects of exchange rate changes on cash and cash equivalents |
(301) |
(142) |
(891) |
(658) |
Cash and cash equivalents at end of period |
197,698 |
110,477 |
644,070 |
361,096 |
*Advance from the Nigerian Gas Company Limited (NGC) represents the first instalment of their equity investment in ANOH Gas Processing Company Limited (AGPC). Approval from the Corporate Affairs Commission (CAC) recognising NGC's 50% equity interest in AGPC was not received until 18 April 2019. The investment was temporarily held in the Group's Bank and cash balance in Q1 2019 (see note 22d).
The above interim condensed consolidated statement of cashflows should be read in conjunction with the accompanying notes.
Notes to the interim condensed consolidated financial statements
1. Corporate structure and business
Seplat Petroleum Development Company Plc ('Seplat' or the 'Company'), the parent of the Group, was incorporated on 17 June 2009 as a private limited liability company and re-registered as a public company on 3 October 2014, under the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004. The Company commenced operations on 1 August 2010. The Company is principally engaged in oil and gas exploration and production and gas processing activities.
The Company's registered address is: 25a Lugard Avenue, Ikoyi, Lagos, Nigeria.
The Company acquired, pursuant to an agreement for assignment dated 31 January 2010 between the Company, SPDC, TOTAL and AGIP, a 45% participating interest in the following producing assets:
OML 4, OML 38 and OML 41 located in Nigeria. The total purchase price for these assets was ₦50.4 billion ($340 million) paid at the completion of the acquisition on 31 July 2010 and a contingent payment of ₦4.8 billion ($33 million) payable 30 days after the second anniversary, 31 July 2012, if the average price per barrel of Brent Crude oil over the period from acquisition up to 31 July 2012 exceeds ₦11,850 ($80) per barrel. ₦53.1 billion ($358.6 million) was allocated to the producing assets including ₦2.8 billion ($18.6 million) as the fair value of the contingent consideration as calculated on acquisition date. The contingent consideration of ₦5.1 billion ($33 million) was paid on 22 October 2012.
In 2013, Newton Energy Limited ('Newton Energy'), an entity previously beneficially owned by the same shareholders as Seplat, became a subsidiary of the Company. On 1 June 2013, Newton Energy acquired from Pillar Oil Limited ('Pillar Oil') a 40% Participant interest in producing assets: the Umuseti/Igbuku marginal field area located within OPL 283 (the 'Umuseti/Igbuku Fields').
On 21 August 2014, the Group incorporated a new subsidiary, Seplat Petroleum Development UK. The subsidiary provides technical, liaison and administrative support services relating to oil and gas exploration activities.
On 12 December 2014, Seplat Gas Company Limited ('Seplat Gas') was incorporated as a private limited liability company to engage in oil and gas exploration and production and gas processing. On 12 December 2014, the Group also incorporated a new subsidiary, Seplat East Swamp Company Limited with the principal activity of oil and gas exploration and production.
In 2015, the Group purchased a 40% participating interest in OML 53, onshore north eastern Niger Delta (Seplat East Onshore Limited), from Chevron Nigeria Ltd for ₦43.5 billion ($259.4 million).
In 2017, the Group incorporated a new subsidiary, ANOH Gas Processing Company Limited. The principal activities of the Company is the processing of gas from OML 53.
The Company together with its other wholly owned subsidiaries namely, Newton Energy Limited, Seplat Petroleum Development Company UK Limited ('Seplat UK'), Seplat East Onshore Limited ('Seplat East'), Seplat East Swamp Company Limited ('Seplat Swamp'), Seplat Gas Company Limited ('Seplat gas') and ANOH Gas Processing Company Limited are collectively referred to as the Group.
Subsidiary |
Date of incorporation |
Country of incorporation and place of business |
Principal activities |
Newton Energy Limited |
1 June 2013 |
Nigeria |
Oil & gas exploration and production |
Seplat Petroleum Development Company UK Limited |
21 August 2014 |
United Kingdom |
Technical, liaison and administrative support services relating to oil & gas exploration and production |
Seplat East Onshore Limited |
12 December 2014 |
Nigeria |
Oil & gas exploration and production |
Seplat East Swamp Company Limited |
12 December 2014 |
Nigeria |
Oil & gas exploration and production |
Seplat Gas Company Limited |
12 December 2014 |
Nigeria |
Oil & gas exploration and production and gas processing |
ANOH Gas Processing Company Limited |
18 January 2017 |
Nigeria |
Gas processing |
2. Significant changes in the current reporting period
The following significant changes occurred during the reporting period ended 31 March 2019:
§ The Group's interest bearing borrowings included a four year revolving loan facility of N61 billion ($200 million). In October 2018, the Group made principal repayments on the four-year revolving facility for a lump sum of ₦30.7 billion ($100 million). In the reporting period, the Group repaid the outstanding principal amount of ₦30.7 billion ($100 million) on the revolving loan facility.
§ The Group adopted the new leasing standard IFRS 16 Leases (see note 28).
3. Summary of significant accounting policies
3.1 Basis of preparation
i) Compliance with IFRS
The interim condensed consolidated financial statements of the Group for the first quarter ended 31 March 2019 have been prepared in accordance with the accounting standard IAS 34 Interim financial reporting.
This interim condensed consolidated financial statements does not include all the notes normally included in an annual financial statements of the Group. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2018 and any public announcements made by the Group during the interim reporting period.
The accounting policies adopted are consistent with those of the previous financial year end corresponding interim reporting period, except for the adoption of new and amended standard which is set out below.
ii) Historical cost convention
The financial information has been prepared under the going concern assumption and historical cost convention, except for contingent consideration, and derivate financial instruments measured at fair value through profit or loss on initial recognition. The financial statements are presented in Nigerian Naira and United States Dollars, and all values are rounded to the nearest million (₦'million) and thousand ($'000) respectively, except when otherwise indicated.
iii) Going concern
Nothing has come to the attention of the directors to indicate that the Group will not remain a going concern for at least twelve months from the date of these financial statements.
iv) New and amended standards adopted by the Group
The Group has applied the following standards and amendments for the first time in the reporting period commencing 1 January 2019.
a. IFRS 16 Leases
IFRS 16: Leases was issued in January 2016 and became effective for reporting periods beginning on or after 1 January 2019. It replaces the provisions of IAS 17 Leases and IFRIC 4 Determining whether an arrangement contains a lease. The Group has adopted IFRS 16 from 1 January 2019 using the simplified transitional approach, and thus has not restated comparative figures for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. There was no impact on the Group's retained earnings at the date of initial application (i.e. 1 January 2019).
The adoption of IFRS 16 resulted in the recognition of right-of-use assets and corresponding lease liabilities for leases that were formerly classified as operating leases under the provisions of IAS 17, with the exception of the Group's short-term leases, as the distinction between operating and finance leases has been removed.
The impact of the adoption of this standard and the related new accounting policy are disclosed in note 28.
b. Amendments to IAS 19 Employee benefits
These amendments were issued in February 2018. The amendments issued require an entity to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement. They also require an entity to recognise in profit or loss as part of past service cost or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling. These amendments had no impact on the consolidated financial statements of the Group as at the reporting date.
c. Amendments to IAS 23 Borrowing costs
These amendments were issued in December 2017. The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. These amendments had no impact on the consolidated financial statements of the Group as at the reporting date.
d. Amendments to IFRS 11 Joint arrangements
These amendments were issued in December 2017. These amendments clarify how a company accounts for increasing its interest in a joint operation that meets the definition of a business. If a party maintains (or obtains) joint control, then the previously held interest is not remeasured. If a party obtains control, then the transaction is a business combination achieved in stages and the acquiring party remeasures the previously held interest at fair value. In addition to clarifying when a previously held interest in a joint operation is remeasured, the amendments also provide further guidance on what constitutes the previously held interest. This is the entire previously held interest in the joint operation. These amendments had no impact on the consolidated financial statements of the Group as at the reporting date.
e. Amendments to IAS 12 Income taxes
These amendments were issued in December 2017. These amendments clarify that all income tax consequences of dividends (including payments on financial instruments classified as equity) are recognized consistently with the transactions that generated the distributable profits. In effect, the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. These amendments had no impact on the consolidated financial statements of the Group as at the reporting date.
f. Amendments to IFRS 9: Prepayment Features with Negative Compensation
Under IFRS 9, a debt instrument can be measured at amortised cost or at fair value through other comprehensive income, provided that the contractual cash flows are 'solely payments of principal and interest on the principal amount outstanding' (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of an event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract. These amendments had no impact on the consolidated financial statements of the Group as at the reporting date.
g. IFRIC 23 Uncertainty over income tax treatment
This interpretation was issued in June 2017. IAS 12 Income taxes specifies requirements for current and deferred tax assets and liabilities. An entity applies the requirements in IAS 12 based on applicable tax laws. It may be unclear how tax law applies to a particular transaction or circumstance. The acceptability of a particular tax treatment under tax law may not be known until the relevant taxation authority or a court takes a decision in the future. Consequently, a dispute or examination of a particular tax treatment by the tax authority may affect an entity's accounting for a current or deferred tax asset or liability.
This Interpretation clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. In such a circumstance, an entity shall recognise and measure its current or deferred tax asset or liability applying the requirements in IAS 12 based on taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined applying this Interpretation. This interpretation had no impact on the consolidated financial statements of the Group as at the reporting date.
v) New standards and interpretations not yet adopted
The following standards are issued but not yet effective and may have a significant impact on the Group's consolidated financial statements.
Conceptual framework for financial reporting - Revised
These amendments were issued in March 2018. Included in the revised conceptual framework are revised definitions of an asset and a liability as well as new guidance on measurement and derecognition, presentation and disclosure. The amendments focused on areas not yet covered and areas that had shortcomings.
These amendments are mandatory for annual periods beginning on or after 1 January 2020. The Group does not intend to adopt the amendments before its effective date and does not expect it to have a material impact on its current or future reporting periods.
a. Amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
These amendments were issued in 31 October 2018. The amendments clarify the definition of material and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. In addition, the explanations accompanying the definition have been improved. The amendments ensure that the definition of material is consistent across all IFRS Standards.
These amendments are mandatory for annual periods beginning on or after 1 January 2020. The Group does not intend to adopt the amendments before its effective date and does not expect it to have a material impact on its current or future reporting periods.
3.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 March 2019.
This basis of consolidation is the same adopted for the last audited financial statements as at 31 December 2018.
3.3 Functional and presentation currency
Items included in the financial statements of each of the Group's subsidiaries are measured using the currency of the primary economic environment in which the subsidiaries operate ('the functional currency'), which is the US dollar except for the UK subsidiary which is the Pound Sterling. The interim condensed consolidated financial statements are presented in the Nigerian Naira and the US Dollars.
The Group has chosen to show both presentation currencies side by side and this is allowable by the regulator.
a) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end are generally recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other income or other expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss or other comprehensive income depending on where fair value gain or loss is reported.
ii) Group companies
The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for statement of financial position presented are translated at the closing rate at the reporting date.
· income and expenses for statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not - a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the respective exchange rates that existed on the dates of the transactions), and all resulting exchange differences are recognised in other comprehensive income.
On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.
4. Significant accounting judgements, estimates and assumptions
4.1 Judgements
Management judgements at the end of the first quarter are consistent with those disclosed in the recent 2018 Annual financial statements. The following are some of the judgements which have the most significant effect on the amounts recognised in this consolidated financial statements.
i) OMLs 4, 38 and 41
OMLs 4, 38, 41 are grouped together as a cash generating unit for the purpose of impairment testing. These three OMLs are grouped together because they each cannot independently generate cash flows. They currently operate as a single block sharing resources for the purpose of generating cash flows. Crude oil and gas sold to third parties from these OMLs are invoiced together.
ii) Deferred tax asset
Deferred tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable.
iii) Lease liability
In 2018, the Group entered into a lease agreement for its new head office building. The lease contract contains an option to purchase and right of first refusal upon an option of sales during the initial non-cancellable lease term of five (5) years.
In determining the lease liability/right-of-use assets, management considered all fact and circumstances that create an economic incentive to exercise the purchase option. Potential future cash outflow of $45 million, which represents the purchase price, has not been included in the lease liability because the Group is not reasonably certain that the purchase option will be exercised. This assessment will be reviewed if a significant event or a significant change in circumstances occurs which affects the initial assessment and that is within the control of the management.
iv) Lease term
Management assessed that the purchase option in its head office lease's contract would not be exercised. If management had assessed that it will be reasonably certain that the purchase option will be exercised, the lease term used for depreciating the right-of-use-asset will have been be fifty (50) years rather than the non-cancellable lease term of five (5) years. For the lease contracts, the Group assessed that it could not reasonably determine if the leases would be renewed at the end of the lease term. As a result, the lease term used in determining the lease liability was the contractual lease term. The sensitivity of the Group's profit and net assets to purchase options is disclosed in note 28.2.
v) Defined benefit plan
The Group has placed reliance on the actuarial valuations carried out at the previous year end reporting period as it does not expect material differences in the assumptions used for that period and the current period assumptions. All assumptions are reviewed annually.
4.2 Estimates and assumptions
The key assumptions concerning the future and the other key source of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are disclosed in the most recent 2018 annual financial statements.
The following are some of the estimates and assumptions made.
i) Defined benefit plans
The cost of the defined benefit retirement plan and the present value of the retirement obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and changes in inflation rates.
Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate, management considers market yield on federal government bonds in currencies consistent with the currencies of the post-employment benefit obligation and extrapolated as needed along the yield curve to correspond with the expected term of the defined benefit obligation. The rates of mortality assumed for employees are the rates published in 67/70 ultimate tables, published jointly by the Institute and Faculty of Actuaries in the UK.
ii) Income taxes
The Group is subject to income taxes by the Nigerian tax authority, which does not require significant judgement in terms of provision for income taxes, but a certain level of judgement is required for recognition of deferred tax assets. Management is required to assess the ability of the Group to generate future taxable economic earnings that will be used to recover all deferred tax assets. Assumptions about the generation of future taxable profits depend on management's estimates of future cash flows. The estimates are based on the future cash flow from operations taking into consideration the oil and gas prices, volumes produced, operational and capital expenditure.
iii) Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default, expected loss rates and maximum contractual period. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
iv) Revenue recognition
Definition of contracts
The Group has entered into a non-contractual promise with PanOcean where it allows Panocean to pass crude oil through its pipelines from a field just above Seplat's to the terminal for loading. Management has determined that the non-existence of an enforceable contract with Panocean means that it may not be viewed as a valid contract with a customer. As a result, income from this activity is recognised as other income when earned.
Performance obligations
The judgments applied in determining what constitutes a performance obligation will impact when control is likely to pass and therefore when revenue is recognised i.e. over time or at a point in time. The Group has determined that only one performance obligation exists in oil contracts which is the delivery of crude oil to specified ports. Revenue is therefore recognised at a point in time.
For gas contracts, the performance obligation is satisfied through the delivery of a series of distinct goods. Revenue is recognised over time in this situation as the customer simultaneously receives and consumes the benefits provided by the Group's performance. The Group has elected to apply the 'right to invoice' practical expedient in determining revenue from its gas contracts. The right to invoice is a measure of progress that allows the Group to recognise revenue based on amounts invoiced to the customer. Judgement has been applied in evaluating that the Group's right to consideration corresponds directly with the value transferred to the customer and is therefore eligible to apply this practical expedient.
Significant financing component
The Group has entered into an advance payment contract with Mercuria for future crude oil to be delivered. The Group has considered whether the contract contains a financing component and whether that financing component is significant to the contract, including both of the following;
(a) The difference, if any, between the amount of promised consideration and cash selling price and;
(b) The combined effect of both the following:
§ The expected length of time between when the Group transfers the crude to Mecuria and when payment for the crude is received and;
§ The prevailing interest rate in the relevant market.
The advance period is greater than 12 months. In addition, the interest expense accrued on the advance is based on a comparable market rate. Interest expense has therefore been included as part of finance cost.
Transactions with Joint Operating arrangement (JOA) partners
The treatment of underlift and overlift transactions is judgmental and requires a consideration of all the facts and circumstances including the purpose of the arrangement and transaction. The transaction between the Group and its JOA partners involves sharing in the production of crude oil, and for which the settlement of the transaction is non-monetary. The JOA partners have been assessed to be partners not customers. Therefore, shortfalls or excesses below or above the Group's share of production are recognised in other income/ (expenses) - net.
5. Financial risk management
5.1 Financial risk factors
The Group's activities expose it to a variety of financial risks such as market risk (including foreign exchange risk and commodity price risk), credit risk and liquidity risk. The Group's risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Risk management is carried out by the treasury department under policies approved by the Board of Directors. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
Risk |
Exposure arising from |
Measurement |
Management |
Market risk - foreign exchange |
Future commercial transactions Recognised financial assets and liabilities not denominated in US dollars. |
Cash flow forecasting Sensitivity analysis |
Match and settle foreign denominated cash inflows with relevant cash outflows to mitigate any potential exchange risk. |
Market risk - commodity prices |
Derivative financial instruments |
Sensitivity analysis |
Oil price hedges |
Credit risk |
Cash and bank balances, trade receivables, contract assets and derivative financial instruments. |
Aging analysis Credit ratings |
Diversification of bank deposits |
Liquidity risk |
Borrowings and other liabilities |
Rolling cash flow forecasts |
Availability of committed credit lines and borrowing facilities |
5.1.1 Liquidity risk
"Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by ensuring that sufficient funds are available to meet its commitments as they fall due."
The Group uses both long-term and short-term cash flow projections to monitor funding requirements for activities and to ensure there are sufficient cash resources to meet operational needs. Cash flow projections take into consideration the Group's debt financing plans and covenant compliance. Surplus cash held is transferred to the treasury department which invests in deposit bearing current accounts, time deposits and money market deposits.
The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed maturity periods. The table has been drawn based on the undiscounted cash flows of the financial liabilities based on the earliest date on which the Group can be required to pay.
|
Effective interest rate |
Less than 1 year |
1 -2 years |
2 - 3 years |
3 - 5 years |
Total |
|
% |
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
31 March 2019 |
|
|
|
|
|
|
Non - derivatives |
|
|
|
|
|
|
Fixed interest rate borrowings |
|
|
|
|
|
|
Senior notes |
9.25% |
10,130 |
10,075 |
10,048 |
122,220 |
152,473 |
|
|
|
|
|
|
|
Other non - derivatives |
|
|
|
|
|
|
Trade and other payables** |
|
21,318 |
- |
- |
- |
21,318 |
Contingent consideration |
|
5,755 |
- |
- |
- |
5,755 |
Lease liabilities |
|
405 |
405 |
405 |
809 |
2,024 |
|
|
37,608 |
10,480 |
10,453 |
123,029 |
181,570 |
|
Effective interest rate |
Less than |
1 - 2 |
2 - 3 |
3 - 5 |
Total |
|
% |
₦ million |
₦ million |
₦ million |
₦ million |
₦ million |
31 December 2018 |
|
|
|
|
|
|
Non - derivatives |
|
|
|
|
|
|
Fixed interest rate borrowings |
|
|
|
|
|
|
Senior notes |
9.25% |
10,130 |
10,075 |
10,048 |
122,220 |
152,473 |
Variable interest rate borrowings |
|
|
|
|
|
|
Stanbic IBTC Bank Plc |
6.0% +LIBOR |
312 |
313 |
312 |
3,789 |
4,726 |
The Standard Bank of South Africa |
6.0% +LIBOR |
208 |
209 |
208 |
2,526 |
3,151 |
Nedbank Limited, London Branch |
6.0% +LIBOR |
434 |
434 |
434 |
5,263 |
6,565 |
Standard Chartered Bank |
6.0% +LIBOR |
390 |
391 |
390 |
4,736 |
5,907 |
Natixis |
6.0% +LIBOR |
304 |
304 |
304 |
3,684 |
4,596 |
FirstRand Bank Limited Acting |
6.0% +LIBOR |
304 |
304 |
304 |
3,684 |
4,596 |
Citibank N.A. London |
6.0% +LIBOR |
260 |
261 |
260 |
3,158 |
3,939 |
The Mauritius Commercial Bank Plc |
6.0% +LIBOR |
260 |
261 |
260 |
3,158 |
3,939 |
Nomura International Plc |
6.0% +LIBOR |
130 |
130 |
130 |
1,579 |
1,969 |
|
|
2,602 |
2,607 |
2,602 |
31,577 |
39,388 |
Other non - derivatives |
|
|
|
|
|
|
Trade and other payables** |
|
48,152 |
- |
- |
- |
48,152 |
Contingent consideration |
|
- |
5,756 |
- |
- |
5,756 |
|
|
60,884 |
18,438 |
12,650 |
153,797 |
245,769 |
** Trade and other payables (excludes non-financial liabilities such as provisions, taxes, pension and other non-contractual payables).
|
Effective interest rate |
Less than 1 year |
1 -2 years |
2 - 3 years |
3 - 5 years |
Total |
|
% |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
31 March 2019 |
|
|
|
|
|
|
Non - derivatives |
|
|
|
|
|
|
Fixed interest rate borrowings |
|
|
|
|
|
|
Senior notes |
9.25% |
33,094 |
32,915 |
32,825 |
399,282 |
498,116 |
|
|
|
|
|
|
|
Other non - derivatives |
|
|
|
|
|
|
Trade and other payables** |
|
69,450 |
- |
- |
- |
69,450 |
Contingent consideration |
|
18,750 |
- |
- |
- |
18,750 |
Lease liabilities |
|
1,318 |
1,318 |
1,318 |
2,636 |
6,590 |
|
|
122,612 |
34,233 |
34,143 |
401,918 |
592,906 |
|
Effective interest rate |
Less than |
1 - 2 |
2 - 3 |
3 - 5 |
Total |
|||
|
% |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|||
31 December 2018 |
|
|
|
|
|
|
|||
Non - derivatives |
|
|
|
|
|
|
|||
Fixed interest rate borrowings |
|
|
|
|
|
|
|||
Senior notes |
9.25% |
33,094 |
32,915 |
32,825 |
399,282 |
498,116 |
|||
Variable interest rate borrowings |
|
|
|
|
|
|
|||
Stanbic IBTC Bank Plc |
6.0% +LIBOR |
1,020 |
1,023 |
1,020 |
12,378 |
15,441 |
|||
The Standard Bank of South Africa |
6.0% +LIBOR |
680 |
682 |
680 |
8,252 |
10,294 |
|||
Nedbank Limited, London Branch |
6.0% +LIBOR |
1,417 |
1,421 |
1,417 |
17,192 |
21,447 |
|||
Standard Chartered Bank |
6.0% +LIBOR |
1,275 |
1,279 |
1,275 |
15,473 |
19,302 |
|||
Natixis |
6.0% +LIBOR |
992 |
995 |
992 |
12,035 |
15,014 |
|||
FirstRand Bank Limited Acting |
6.0% +LIBOR |
992 |
995 |
992 |
12,035 |
15,014 |
|||
Citibank N.A. London |
6.0% +LIBOR |
850 |
853 |
850 |
10,315 |
12,868 |
|||
The Mauritius Commercial Bank Plc |
6.0% +LIBOR |
850 |
853 |
850 |
10,315 |
12,868 |
|||
Nomura International Plc |
6.0% +LIBOR |
425 |
426 |
425 |
5,158 |
6,434 |
|||
|
|
8,501 |
8,527 |
8,501 |
103,153 |
128,682 |
|||
Other non - derivatives |
|
|
|
|
|
|
|||
Trade and other payables** |
|
156,847 |
- |
- |
- |
156,847 |
|||
Contingent consideration |
|
- |
18,750 |
- |
- |
18,750 |
|||
|
|
198,442 |
60,192 |
41,326 |
502,435 |
802,395 |
|||
** Trade and other payables (excludes non-financial liabilities such as provisions, taxes, pension and other non-contractual
payables).
5.1.2 Credit risk
Credit risk refers to the risk of a counterparty defaulting on its contractual obligations resulting in financial loss to the Group. Credit risk arises from cash and bank balances, derivative financial assets, deposits with banks and financial institutions as well as credit exposures to customers (i.e. Mercuria, Pillar, Axxela and NGMC receivables) and other parties, i.e. NPDC receivables and other receivables.
Risk management
The Group is exposed to credit risk from its sale of crude oil to Mecuria. The off-take agreement with Mercuria runs for five years until 31 July 2020 with a 30 day payment term. The Group is exposed to further credit risk from outstanding cash calls from Nigerian Petroleum Development Company (NPDC) and National Petroleum Investment Management Services (NAPIMS).
In addition, the Group is exposed to credit risk in relation to its sale of gas to Nigerian Gas Marketing Company (NGMC) Limited, a subsidiary of NNPC, its sole gas customer during the quarter.
The credit risk on cash is limited because the majority of deposits are with banks that have an acceptable credit rating assigned by an international credit agency. The Group's maximum exposure to credit risk due to default of the counterparty is equal to the carrying value of its financial assets.
5.2 Fair value measurements
Set out below is a comparison by category of carrying amounts and fair value of all financial instruments:
|
Carrying amount |
Fair value |
||
|
As at 31 Mar 2019 |
As at 31 Dec 2018 |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
|
₦ million |
₦ million |
₦ million |
₦ million |
Financial assets at amortised cost |
|
|
|
|
Trade and other receivables* |
24,341 |
29,466 |
24,341 |
29,466 |
Contract assets |
3,666 |
4,327 |
3,666 |
4,327 |
Cash and bank balances |
199,459 |
179,509 |
156,716 |
179,509 |
|
227,466 |
213,302 |
227,466 |
213,302 |
Financial assets at fair value |
|
|
|
|
Derivative financial instruments |
535 |
2,693 |
535 |
2,693 |
|
535 |
2,693 |
535 |
2,693 |
Financial liabilities at amortised cost |
|
|
|
|
Interest bearing loans and borrowings |
104,899 |
136,830 |
114,643 |
143,158 |
Contingent consideration |
5,687 |
5,676 |
5,687 |
5,676 |
Trade and other payables |
21,318 |
48,152 |
21,318 |
48,152 |
|
131,904 |
190,658 |
141,648 |
196,986 |
|
Carrying amount |
Fair value |
||
|
As at 31 Mar 2019 |
As at 31 Dec 2018 |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
|
$'000 |
$'000 |
$'000 |
$'000 |
Financial assets at amortised cost |
|
|
|
|
Trade and other receivables* |
79,299 |
95,982 |
79,299 |
95,982 |
Contract assets |
11,947 |
14,096 |
11,947 |
14,096 |
Cash and bank balances |
649,806 |
584,723 |
649,806 |
584,723 |
|
741,052 |
694,801 |
741,052 |
694,801 |
Financial assets at fair value |
|
|
|
|
Derivative financial instruments |
1,742 |
8,772 |
1,742 |
8,772 |
|
1,742 |
8,772 |
1,742 |
8,772 |
Financial liabilities at amortised cost |
|
|
|
|
Interest bearing loans and borrowings |
341,748 |
445,699 |
373,490 |
466,314 |
Contingent consideration |
18,529 |
18,489 |
18,529 |
18,489 |
Trade and other payables |
69,450 |
156,847 |
69,450 |
156,847 |
|
429,727 |
621,035 |
461,469 |
641,650 |
* Trade and other receivables exclude VAT receivables, cash advances and advance payments.
In determining the fair value of the interest bearing loans and borrowings, non-performance risks of the Group as at the end of the reporting period were assessed to be insignificant.
Trade and other payables (excludes non-financial liabilities such as provisions, taxes, pension and other non-contractual payables), trade and other receivables (excluding prepayments), contract assets and cash and bank balances are financial instruments whose carrying amounts as per the financial statements approximate their fair values. This is mainly due to their short term nature.
5.2.1 Fair Value Hierarchy
As at the reporting period, the Group had classified its financial instruments into the three levels prescribed under the accounting standards. These are all recurring fair value measurements. There were no transfers of financial instruments between fair value hierarchy levels during this first quarter.
The fair value of the Group's derivative financial instruments has been determined using a proprietary pricing model that uses marked to market valuation. The valuation represents the mid-market value and the actual close-out costs of trades involved. The market inputs to the model are derived from observable sources. Other inputs are unobservable but are estimated based on the market inputs or by using other pricing models.
The fair value of the Group's interest bearing loans and borrowings is determined by using discounted cash flow models that use market interest rates as at the end of the period. The derivative financial instruments are in level 1, interest-bearing loans and borrowings are in level 2 and contingent consideration is in level 3. The carrying amounts of the other financial instruments are the same as their fair values.
The fair value of the Group's contingent consideration is determined using the discounted cash flow model. The cash flows were determined based on probable future oil prices. The estimated future cash flow was discounted to present value using the 5 year US daily treasury yield curve rates as at the inception date, 05 Feb 2015. The 5 year US daily treasury yield curve rates represents a good proxy for a risk-free pre-tax rate as it is the currency in which the obligation arose and it also matches the maturity of the liability.
The Valuation process
The finance & planning team of the Group performs the valuations of financial and non financial assets required for financial reporting purposes. This team reports directly to the Finance Manager (FM) who reports to the Chief Financial Officer (CFO) and the Audit Committee (AC). Discussions of valuation processes and results are held between the FM and the valuation team at least once every quarter, in line with the Group's quarterly reporting periods.
The main level 3 inputs used by the Group are derived and evaluated as follows:
§ Discount rates for financial assets and financial liabilities are determined using a government risk free rate to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
§ Contingent consideration - Fair value is determined by using the discounted cash flow model. Expected cash inflows are determined based on the terms of the contract and the entity's knowledge of the business and how the current economic environment is likely to impact it.
§ Changes in level 3 fair values are analysed and the reason for the change explained at the end of each reporting period during the quarterly discussion between the FM and the valuation team and eventually with the CFO and Audit Committee.
5.2.2 Sensitivity of level 3 significant unobservable inputs
The following table demonstrates the sensitivity of the Group's profit/ (loss) before tax to changes in the discount rate of the contingent consideration, with all other variables held constant.
Increase/decrease in discount rate |
|
Effect on profit before tax 31 Mar 2019 ₦ million |
Effect on other components of equity before tax 31 Mar 2019 ₦ million |
Effect on profit before tax 31 Mar 2019 $'000 |
Effect on other components of equity before tax 31 Mar 2019 $'000 |
+1% |
|
42 |
- |
136 |
- |
-1% |
|
(43) |
- |
(139) |
- |
Increase/decrease in discount rate |
|
Effect on profit before tax 31 Dec 2018 ₦ million |
Effect on other components of equity before tax 31 Dec 2018 ₦ million |
Effect on profit before tax 31 Dec 2018 $'000 |
Effect on other components of equity before tax 31 Dec 2018 $'000 |
+1% |
|
181 |
- |
56 |
- |
-1% |
|
(185) |
- |
(57) |
- |
The fair value of the contingent consideration of US$18.5 million for OML 53 was estimated by calculating the present value of the deferred payment ofUS$18.75 million over the contractual maximum period of five (5) years till 31 January 2020.
The estimates are calculated using the 5 year US daily treasury yield curve rates as at the inception date, 05 Feb 2015. This curve, which relates the yield on a security to its time to maturity, is based on the closing market bid yields on actively traded Treasury securities in the over-the-counter market. The market yields are calculated from composites of quotations obtained by the Federal Reserve Bank of New York.
They represent "bond equivalent yields" for securities that pay semiannual interest, which are expressed on a simple annualized basis. This is consistent with market practices for quoting bond yields in the market and makes the constant Maturity Treasury (CMT) yield directly comparable to quotations on other bond market yields.
The 5 year US daily treasury yield curve rates represents a good proxy for a risk-free pre-tax rate as it is the currency in which the obligation arose and it also matches the maturity of the liability. Given that the possible obligation will be paid as a single payment, the discount rate has not been adjusted to reflect different timing of the cash flows.
6. Segment reporting
Business segments are based on Seplat's internal organisation and management reporting structure. Seplat's business segments are the two core businesses: Oil and Gas. The Oil segment deals with the exploration, development and production of crude oil while the Gas segment deals with the production and processing of gas. These two reportable segments make up the total operations of the Group.
For the three months ended 31 March 2019, revenue from the gas segment of the business constituted 26% of the Group's revenue. Management believes that the gas segment of the business will continue to generate higher profits in the foreseeable future. It also decided that more investments will be made toward building the gas arm of the business. This investment will be used in establishing more offices, creating a separate operational management and procuring the required infrastructure for this segment of the business. The gas business is positioned separately within the Group and reports directly to the ('chief operating decision maker'). As this business segment's revenues and results, and also its cash flows, will be largely independent of other business units within Seplat, it is regarded as a separate segment.
The result is two reporting segments, Oil and Gas. There were no intersegment sales during the reporting periods under consideration, therefore all revenue was from external customers.
Amounts relating to the gas segment are determined using the gas cost centers, with the exception of depreciation. Depreciation relating to the gas segment is determined by applying a percentage which reflects the proportion of the Net Book Value of oil and gas properties that relates to gas investment costs (i.e. cost for the gas processing facilities).
The Group accounting policies are also applied in the segment reports.
6.1. Segment profit disclosure
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Oil |
(996) |
452 |
(3,237) |
1,482 |
Gas |
11,018 |
5,835 |
35,913 |
19,075 |
Total profit for the period |
10,022 |
6,287 |
32,676 |
20,557 |
Oil
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Revenue |
|
|
|
|
Crude oil sales |
36,132 |
43,138 |
117,768 |
141,035 |
Operating profit before depreciation, amortisation and impairment |
5,395 |
24,663 |
17,587 |
80,637 |
Depreciation, amortisation and impairment |
(6,439) |
(4,875) |
(20,987) |
(15,936) |
Operating (loss)/profit |
(1,044) |
19,788 |
(3,400) |
64,701 |
Finance income |
869 |
437 |
2,834 |
1,429 |
Finance costs |
(4,886) |
(8,073) |
(15,922) |
(26,395) |
(Loss)/profit before taxation |
(5,061) |
12,152 |
(16,488) |
39,735 |
Taxation |
4,065 |
(11,700) |
13,251 |
(38,253) |
(Loss)/Profit for the period |
(996) |
452 |
(3,237) |
1,482 |
Gas
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Revenue |
|
|
|
|
Gas sales |
12,809 |
12,098 |
41,749 |
39,553 |
Operating profit before depreciation, amortisation and impairment |
11,971 |
10,961 |
39,023 |
35,836 |
Depreciation, amortisation and impairment |
(953) |
(5,126) |
(3,110) |
(16,761) |
Operating profit |
11,018 |
5,835 |
35,913 |
19,075 |
Finance income |
- |
- |
- |
- |
Finance costs |
- |
- |
- |
- |
Profit before taxation |
11,018 |
5,835 |
35,913 |
19,075 |
Taxation |
- |
- |
- |
- |
Profit for the period |
11,018 |
5,835 |
35,913 |
19,075 |
6.1.1. Disaggregation of revenue
The Group derives revenue from the transfer of commodities at a point in time or over time and from different geographical regions.
|
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
|
Oil |
Gas |
Total |
Oil |
Gas |
Total |
|
₦'million |
₦'million |
₦'million |
₦'million |
₦'million |
₦'million |
Geographical markets |
|
|
|
|
|
|
Nigeria |
3,665 |
12,809 |
16,474 |
591 |
12,098 |
12,689 |
Switzerland |
32,467 |
- |
32,467 |
42,547 |
- |
42,547 |
Revenue |
36,132 |
12,809 |
48,941 |
43,138 |
12,098 |
55,236 |
Timing of revenue recognition |
|
|
|
|
|
|
At a point in time |
36,132 |
- |
36,132 |
43,138 |
- |
43,138 |
Over time |
- |
12,809 |
12,809 |
- |
12,098 |
12,098 |
Revenue |
36,132 |
12,809 |
48,941 |
43,138 |
12,098 |
55,236 |
|
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
|
Oil |
Gas |
Total |
Oil |
Gas |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
Geographical markets |
|
|
|
|
|
|
Nigeria |
11,943 |
41,749 |
53,692 |
1,933 |
39,553 |
41,486 |
Switzerland |
105,825 |
- |
105,825 |
139,102 |
- |
139,102 |
Revenue |
117,768 |
41,749 |
159,517 |
141,035 |
39,553 |
180,588 |
Timing of revenue recognition |
|
|
|
|
|
|
At a point in time |
117,768 |
- |
117,768 |
141,035 |
- |
141,035 |
Over time |
- |
41,749 |
41,749 |
- |
39,553 |
39,553 |
Revenue |
117,768 |
41,749 |
159,517 |
141,035 |
39,553 |
180,588 |
The Group's transactions with its major customer, Mercuria, constitutes more than 10% (₦32 billion, $105 million) of the total revenue from the oil segment and the Group as a whole. Also, the Group's transactions with NGMC (₦4.3 billion, $14 million) accounted for more than 10% of the total revenue from the gas segment and the Group as a whole.
6.1.2. Reversal of impairment losses by reportable segments
|
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
|
Oil |
Gas |
Total |
Oil |
Gas |
Total |
|
₦'million |
₦'million |
₦'million |
₦'million |
₦'million |
₦'million |
Reversal of previous impairment losses |
(44) |
- |
(44) |
(669) |
- |
(669) |
|
(44) |
- |
(44) |
(669) |
- |
(669) |
|
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
3 months ended 31 March 2018 |
|
Oil |
Gas |
Total |
Oil |
Gas |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
Reversal of previous impairment losses |
(144) |
- |
(144) |
(2,186) |
- |
(2,186) |
|
(144) |
- |
(144) |
(2,186) |
- |
(2,186) |
6.2. Segment assets
Segment assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the operations of the reporting segment and the physical location of the asset. The Group had no non-current assets domiciled outside Nigeria.
|
Oil |
Gas |
Total |
Oil |
Gas |
Total |
|
Total segment assets |
₦'million |
₦'million |
₦'million |
$'000 |
$'000 |
$'000 |
|
31 March 2019 |
550,742 |
242,238 |
792,980 |
1,794,274 |
789,174 |
2,583,448 |
|
31 December 2018 |
623,017 |
152,639 |
775,656 |
2,029,374 |
497,191 |
2,526,565 |
|
6.3. Segment liabilities
Segment liabilities are measured in a manner consistent with that of the financial statements. These liabilities are allocated based on the operations of the segment.
|
Oil |
Gas |
Total |
Oil |
Gas |
Total |
|
Total segment liabilities |
₦'million |
₦'million |
₦'million |
$'000 |
$'000 |
$'000 |
|
31 March 2019 |
155,080 |
135,672 |
290,752 |
505,257 |
442,007 |
947,264 |
|
31 December 2018 |
257,564 |
26,620 |
284,184 |
838,971 |
86,709 |
925,680 |
|
6.4. Contingent consideration
The contingent consideration of ₦5.7 billion, Dec 2018: ₦5.7 billion ($18.5 million, Dec 2018: $18.5 million) for OML 53 relates solely to the oil segment. This was contingent on oil price rising above ₦27,626/bbl ($90/bbl) over a one year period and expiring on 31st January 2020. The fair value loss arising during the reporting period is ₦13 million, March 2018: ₦1.4 billion ($40,000, March 2018: $4.6 million).
7. Revenue from contracts with customers
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Crude oil sales |
36,132 |
43,138 |
117,768 |
141,035 |
Gas sales |
12,809 |
12,098 |
41,749 |
39,553 |
|
48,941 |
55,236 |
159,517 |
180,588 |
The major off-taker for crude oil is Mercuria. The major off-taker for gas is the Nigerian Gas Marketing Company.
8. Cost of sales
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Crude handling fees |
4,459 |
4,567 |
14,534 |
14,932 |
Royalties |
8,252 |
9,758 |
26,895 |
31,902 |
Depletion, depreciation and amortisation |
7,004 |
9,704 |
22,831 |
31,727 |
Nigerian Export Supervision Scheme (NESS) fee |
32 |
60 |
103 |
195 |
Niger Delta Development Commission levy |
631 |
519 |
2,056 |
1,696 |
Rig related expenses |
- |
8 |
- |
25 |
Operations & maintenance expenses |
3,577 |
2,217 |
11,659 |
7,251 |
|
23,955 |
26,833 |
78,078 |
87,728 |
Operational & maintenance expenses mainly relates to maintenance costs, warehouse operations expenses, security expenses, community expenses, clean up costs, fuel supplies and catering services.
9. Other (losses)/income - net
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
|
₦ million |
₦ million |
$'000 |
$'000 |
|
(Overlift)/underlift |
(4,868) |
2,628 |
(15,866) |
8,591 |
|
(Loss)/gains on foreign exchange |
(163) |
572 |
(529) |
1,870 |
|
|
(5,031) |
3,200 |
(16,395) |
10,461 |
|
Shortfalls may exist between the crude oil lifted and sold to customers during the period and the participant's ownership share of production. The shortfall is initially measured at the market price of oil at the date of lifting and recognised as other income. At each reporting period, the shortfall is remeasured at the current market value. The resulting change, as a result of the remeasurement, is also recognised in profit or loss as other income.
Gains or losses on foreign exchange are principally as a result of translation of naira denominated monetary assets and liabilities.
10. General and administrative expenses
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Depreciation of other property, plant and equipment |
200 |
297 |
653 |
970 |
Depreciation of right-of-use assets (note 28) |
188 |
- |
613 |
- |
Employee benefits |
2,080 |
2,355 |
6,777 |
7,699 |
Professional and consulting fees |
1,996 |
1,088 |
6,505 |
3,554 |
Auditor's remuneration |
- |
38 |
- |
122 |
Directors emoluments (executive) |
200 |
87 |
653 |
283 |
Directors emoluments (non-executive) |
238 |
199 |
775 |
652 |
Rentals |
119 |
121 |
388 |
395 |
Flights and other travel costs |
664 |
248 |
2,167 |
814 |
Other general expenses |
587 |
486 |
1,914 |
1,589 |
|
6,272 |
4,919 |
20,445 |
16,078 |
Directors' emoluments have been split between executive and non-executive directors. There were no non-audit services rendered by the Group's auditors during the period. (2018: nil)
Other general expenses relate to costs such as office maintenance costs, rentals, telecommunication costs, logistics costs and others. Share based payment expenses are included in the employee benefits expense.
Rentals for the three months ended 31 March 2019 relate to expenses on short term leases for which no right-of-use assets and lease liability were recognised on application of IFRS 16. See note 28 for further details.
11. Reversal of impairment losses on financial assets
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Reversal of impairment loss on NDPC receivables |
- |
622 |
- |
2,035 |
Reversal of impairment loss on NAPIMS receivables |
- |
47 |
- |
151 |
Reversal of impairment loss on other receivables |
44 |
- |
144 |
- |
Total reversal of impairment loss |
44 |
669 |
144 |
2,186 |
The reversal of previously recognised impairment losses on other receivables is due to settlement of the outstanding receivables amount.
12. Fair value loss
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Cost of hedging |
1,583 |
380 |
5,160 |
1,242 |
Unrealised fair value loss on derivatives |
2,157 |
- |
7,030 |
- |
Fair value loss on contingent consideration |
13 |
1,350 |
40 |
4,411 |
|
3,753 |
1,730 |
12,230 |
5,653 |
Fair value loss on derivatives represents changes arising from the valuation of the crude oil economic hedge contracts charged to profit or loss. Fair value loss on contingent consideration arises in relation to remeasurement of contingent consideration on the Group's acquisition of participating interest in OML 53. The contingency criteria are the achievement of certain production milestones.
13. Finance income/(costs)
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Finance income |
|
|
|
|
Interest income |
869 |
437 |
2,834 |
1,429 |
Finance costs |
|
|
|
|
Interest on bank loan |
(4,534) |
(7,350) |
(14,778) |
(24,033) |
Interest on lease liabilities (note 28.2) |
(39) |
- |
(127) |
- |
Interest on advance payments for crude oil sales |
- |
(530) |
- |
(1,730) |
Unwinding of discount on provision for decommissioning |
(313) |
(193) |
(1,017) |
(632) |
|
(4,886) |
(8,073) |
(15,922) |
(26,395) |
Finance costs - net |
(4,017) |
(7,636) |
(13,088) |
(24,966) |
Finance income represents interest on fixed deposits.
14. Taxation
Income tax expense is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average annual tax rates used for the period to 31 March 2019 were 85% and 65.75% for crude oil activities and 30% for gas activities. As at 31 December 2018, the applicable tax rates were 85%, 65.75% for crude oil activities and 30% for gas activities.
The effective tax rate for the period was 68.2% (March 2018: 65%).
14a. Unrecognised deferred tax assets
The unrecognised deferred tax assets relates to the Group's subsidiaries and will be recognised once the entities return to profitability. There are no expiration dates for the unrecognized deferred tax assets.
|
As at 31 March |
As at 31 March |
As at 31 Dec |
As at 31 Dec |
|
₦ million |
₦ million |
₦ million |
₦ million |
|
Gross amount |
Tax effect |
Gross amount |
Tax effect |
Other deductible temporary differences |
20,673 |
15,026 |
17,894 |
11,206 |
Tax losses |
6,508 |
2,457 |
10,224 |
6,011 |
|
27,181 |
17,483 |
28,118 |
17,167 |
|
As at 31 March |
As at 31 March |
As at 31 Dec |
As at 31 Dec |
|
$'000 |
$'000 |
$'000 |
$'000 |
|
Gross amount |
Tax effect |
Gross amount |
Tax effect |
Other deductible temporary differences |
67,349 |
48,953 |
58,288 |
36,502 |
Tax losses |
21,204 |
8,006 |
33,303 |
19,580 |
|
88,553 |
56,959 |
91,591 |
56,082 |
Other deductible temporary differences relate to temporary differences arising from unutilised capital allowance, provision for decommissioning obligation, deferred benefit plan, share based payment reserve, unrealized foreign exchange gain/(loss), other income and trade and other receivables.
14b. Unrecognised deferred tax liabilities
There were no temporary differences associated with investments in the Group's subsidiaries for which a deferred tax liability would have been recognised in the periods presented.
14c. Deferred tax assets
|
Balance at 1 January 2019 |
Charged/ credited to profit or loss |
Balance at 31 March 2019 |
Balance at 1 January 2019 |
Charged/ credited to profit or loss |
Balance at 31 March 2019 |
|
₦ million |
₦ million |
₦ million |
$'000 |
$'000 |
$'000 |
Tax losses |
(12) |
12 |
- |
- |
- |
- |
Other cumulative timing differences: |
|
|
|
|
|
|
Fixed assets |
(85,706) |
(4,816) |
(90,522) |
(280,282) |
(15,699) |
(295,981) |
Unutilised capital allowance |
116,068 |
5,207 |
121,275 |
379,592 |
16,971 |
396,563 |
Provision for decommissioning obligation |
818 |
230 |
1,048 |
2,674 |
749 |
3,423 |
Defined benefit plan |
1,540 |
178 |
1,718 |
5,035 |
579 |
5,614 |
Share based payment reserve |
3,294 |
684 |
3,978 |
10,778 |
2,230 |
13,008 |
Unrealised foreign exchange loss on trade and other receivables |
1,258 |
- |
1,258 |
4,123 |
- |
4,123 |
Other income |
5,246 |
3,550 |
8,796 |
17,159 |
11,571 |
28,730 |
Impairment provision on trade and other receivables |
2,071 |
(2,295) |
(224) |
6,770 |
(7,480) |
(710) |
Derivative financial instruments |
(2,282) |
2,288 |
6 |
(7,456) |
7,456 |
- |
Exchange difference |
192 |
(19) |
173 |
- |
- |
- |
|
42,487 |
5,019 |
47,506 |
138,393 |
16,377 |
154,770 |
15. Earnings per share (EPS)
Basic
Basic EPS is calculated on the Group's profit after taxation attributable to the parent entity and on the basis of weighted average of issued and fully paid ordinary shares at the end of the period.
Diluted
Diluted EPS is calculated by dividing the profit after taxation attributable to the parent entity by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares (arising from outstanding share awards in the share based payment scheme) into ordinary shares.
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Profit for the period |
10,022 |
6,287 |
32,676 |
20,557 |
|
Shares '000 |
Shares '000 |
Shares '000 |
Shares '000 |
Weighted average number of ordinary shares in issue |
568,497 |
563,445 |
568,497 |
563,445 |
Outstanding share based payments (shares) |
2,253 |
2,294 |
2,253 |
2,294 |
Weighted average number of ordinary shares adjusted for the effect of dilution |
570,750 |
565,739 |
570,750 |
565,739 |
|
₦ |
₦ |
$ |
$ |
Basic earnings per share |
17.63 |
11.16 |
0.06 |
0.04 |
Diluted earnings per share |
17.56 |
11.11 |
0.06 |
0.04 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Profit used in determining basic/diluted earnings per share |
10,022 |
6,287 |
32,676 |
20,557 |
The shares were weighted for the proportion of the number of months they were in issue during the reporting period.
16. Interest bearing loans and borrowings
Below is the net debt reconciliation on interest bearing loans and borrowings:
|
Borrowings due within |
Borrowings due above |
Total |
Borrowings due within |
Borrowings due above |
Total |
|
₦ million |
₦ million |
₦ million |
$'000 |
$'000 |
$'000 |
Balance as at 1 January 2019 |
3,031 |
133,799 |
136,830 |
9,872 |
435,827 |
445,699 |
Principal repayment |
- |
(30,695) |
(30,695) |
- |
(100,000) |
(100,000) |
Interest repayment |
(5,395) |
- |
(5,395) |
(17,583) |
- |
(17,583) |
Interest accrued |
4,534 |
- |
4,534 |
14,778 |
- |
14,778 |
Transfers |
8,825 |
(8,825) |
- |
28,764 |
(28,764) |
- |
Other financing charges |
(352) |
- |
(352) |
(1,146) |
- |
(1,146) |
Exchange differences |
4 |
(27) |
(23) |
- |
- |
- |
Carrying amount as at 31 March 2019 |
10,647 |
94,252 |
104,899 |
34,685 |
307,063 |
341,748 |
Interest bearing loans and borrowings include a revolving loan facility and senior notes. In March 2018 the Group issued ₦107 billion ($350 million) senior notes at a contractual interest rate of 9.25% with interest payable on 1 April and 1 October, and principal repayable at maturity. The notes are expected to mature in April 2023. The interest accrued up at the reporting date is ₦4.3 billion ($14.2 million) using an effective interest rate of 10.4%. Transaction costs of ₦2.1 billion ($7 million) have been included in the amortised cost balance at the end of the reporting period.
The Group entered into a four year revolving loan agreement with interest payable semi-annually and principal repayable on 31 December of each year. The revolving loan has an initial contractual interest rate of 6% +Libor (7.7%) and a settlement date of June 2022.
The interest rate of the facility is variable. The Group made a drawdown of ₦61 billion ($200 million) in March 2018. The interest accrued at the reporting period is ₦0.2 billion, March 2018: ₦0.13 billion ($0.6 million, March 2018: $0.44 million) using an effective interest rate of 9.8% (March 2018: 8.4%). The interest paid was determined using 3-month LIBOR rate + 6 % on the last business day of the reporting period. The amortised cost for the senior notes at the reporting period is N104.9 billion ($341.7 million).
In October 2018, the Group made principal repayments on the four-year revolving facility for a lump sum of ₦30.7 billion ($100 million). The repayment was accounted for as a prepayment of the outstanding loan facility. The gross carrying amount of the facility was recalculated as the present value of the estimated future contractual cash flows that are discounted using the effective interest rate at the last reporting period. Gain or loss on modifications are recognised immediately as part of interest accrued on the facility. Transaction costs of ₦1.4 billion ($4.5 million) have been included in the amortised cost balance at the end of the reporting period. In the reporting period, the Group repaid the outstanding principal amount of ₦30.7 billion ($100 million) on the revolving loan facility.
17. Trade and other receivables |
|
|
|
|
|
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
|
2019 |
2018 |
2019 |
2018 |
|
|
₦ million |
₦ million |
$'000 |
$'000 |
|
Trade receivables |
31,697 |
29,127 |
103,267 |
94,875 |
|
Underlift |
- |
1,325 |
- |
4,313 |
|
Advances to suppliers |
4,274 |
1,822 |
13,925 |
5,933 |
|
Other receivables |
9,635 |
9,600 |
31,417 |
31,272 |
|
Net carrying amount |
45,606 |
41,874 |
148,609 |
136,393 |
|
17a. Trade receivables
Included in trade receivables is an amount due from Nigerian Gas Marketing Company (NGMC) and Central Bank of Nigeria (CBN) totaling ₦15.3 billion, Dec 2018: ₦14 billion ($49.9 million, Dec 2018: $46 million) with respect to the sale of gas.
17b. NPDC receivables
The outstanding cash calls due to Seplat from its JOA partner, NPDC is nil, Dec 2018: nil ($ nil, Dec 2018: nil). The outstanding
NPDC receivables at the end of the reporting period has been netted against the gas receipts payable to NPDC as Seplat has
a legally enforceable right to settle outstanding amounts on a net basis.
|
31 Mar 2019 |
31 Mar 2019 |
31 Mar 2019 |
31 Mar 2019 |
|
₦'million |
₦'million |
₦'000 |
₦'000 |
|
Gross amounts |
Loss allowance |
Gross amounts offset in the balance sheet |
Net amounts presented in the balance sheet |
Financial assets |
|
|
|
|
Trade receivables |
14,827 |
(2,475) |
(12,352) |
- |
Financial liabilities |
|
|
|
|
Payable to NPDC |
(28,091) |
- |
12,352 |
(15,739) |
|
31 Mar 2019 |
31 Mar 2019 |
31 Mar 2019 |
31 Mar 2019 |
|
$'000 |
$'000 |
$'000 |
$'000 |
|
Gross amounts |
Loss allowance |
Gross amounts offset in the balance sheet |
Net amounts presented in the balance sheet |
Financial assets |
|
|
|
|
Trade receivables |
48,439 |
(8,086) |
(40,353) |
- |
Financial liabilities |
|
|
|
|
Payable to NPDC |
(91,629) |
- |
40,353 |
(51,276) |
17c. Other receivables
Other receivables are amounts outside the usual operating activities of the Group. Included in other receivables is a receivable amount on an investment that is no longer being pursued. The outstanding receivable amount as at the reporting date is ₦9.7 billion, Dec 2018: ₦9.6 billion ($31.5 million, Dec 2018: $31.3 million).
17d. Reconciliation of trade receivables
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Balance as at 1 January |
29,127 |
33,236 |
94,875 |
108,685 |
Additions during the period |
59,668 |
217,553 |
194,486 |
710,725 |
Receipts for the period |
(57,094) |
(221,659) |
(186,094) |
(724,127) |
Exchange difference |
(4) |
123 |
- |
- |
Gross carrying amount |
31,697 |
29,253 |
103,267 |
95,283 |
Less: impairment allowance |
- |
(126) |
- |
(408) |
Balance as at 31 March |
31,697 |
29,127 |
103,267 |
94,875 |
18. Derivative financial instruments
The Group uses its derivatives for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are accounted for at fair value through profit or loss. They are presented as current assets.
The derivative financial instrument of ₦0.5 billion, Dec 2018: 2.7 billion ($1.7 million, Dec 2018: $ 8.8 million) as at 31 March 2019 is as a result of a fair value gain on crude oil hedges. The fair value has been determined using a proprietary pricing model which generates results from inputs. The market inputs to the model are derived from observable sources. Other inputs are unobservable but are estimated based on the market inputs or by using other pricing models.
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Foreign currency option - crude oil hedges |
535 |
2,693 |
1,742 |
8,772 |
19. Contract assets
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Revenue on gas sales |
3,666 |
4,327 |
11,947 |
14,096 |
A contract asset is an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer. The Group has recognised an asset in relation to a contract with NGMC for the delivery of Gas supplies which NGMC has received but which has not been invoiced as at the end of the reporting period.
The terms of payments relating to the contract is between 30- 45 days from the invoice date. However, invoices are raised after delivery between 14-21 days when the right to the receivables crytallises. The right to the unbilled receivables is recognised as a contract asset.
At the point where the final billing certificate is obtained from NGMC authorising the quantities, this will be reclassified from the contract assets to trade receivables.
19.1. Reconciliation of contract assets
The movement in the Group's contract assets is as detailed below:
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Balance as at 1 January |
4,327 |
4,217 |
14,096 |
13,790 |
Additions during the period |
7,593 |
39,120 |
24,744 |
127,803 |
Receipts for the period |
(8,253) |
(39,027) |
(26,893) |
(127,497) |
Exchange difference |
(1) |
17 |
- |
- |
Gross carrying amount |
3,666 |
4,327 |
11,947 |
14,096 |
Less: impairment allowance |
- |
- |
|
- |
Balance as at 31 March |
3,666 |
4,327 |
11,947 |
14,096 |
20. Cash and bank balances
Cash and bank balances in the statement of financial position comprise of cash at bank and on hand, fixed deposits with a maturity of three months or less and restricted cash balances.
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Cash on hand |
4 |
2 |
12 |
7 |
Restricted cash |
1,761 |
1,049 |
5,736 |
3,418 |
Cash at bank* |
197,694 |
178,494 |
644,058 |
581,416 |
|
199,459 |
179,545 |
649,806 |
584,841 |
Less: impairment allowance |
- |
(36) |
- |
(118) |
|
199,459 |
179,509 |
649,806 |
584,723 |
Included in the restricted cash balance is an amount set aside in the Stamping Reserve account for the revolving credit facility (RCF). The amount is to be used for the settlement of all fees and costs payable for the purposes of stamping and registering the Security Documents at the stamp duties office and at the Corporate Affairs Commission (CAC). The amounts are restricted for a period five (5) years, which is the contractual period of the RCF. These amounts are subject to legal restrictions and are therefore not available for general use by the Group. These amounts have therefore been excluded from cash and bank balances for the purposes of cash flow.
*Included in Cash & bank balances is ₦30.7 billion ($100 million) temporarily held by the Group on behalf of Nigerian Gas Company (NGC) for its equity share in ANOH Gas Processing Company (AGPC). Funds were transferred by NGC in Q1 2019 before NGC's equity investment in AGPC was approved by the Corporate Affairs Commission (CAC) on 18 April 2019 (see note 22d). ₦12 billion ($39.25 million) is also being held in an escrow account against a potential investment, pending agreement with the counter-party.
For the purpose of the statement of cashflows, cash and cash equivalents comprise the following:
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦'million |
₦'million |
$'000 |
$'000 |
Cash on hand |
4 |
2 |
12 |
7 |
Cash at bank |
197,694 |
178,458 |
644,058 |
581,298 |
|
197,698 |
178,460 |
644,070 |
581,305 |
21. Share capital
21a. Authorised and issued share capital
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
2019 |
2018 |
2019 |
2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Authorised ordinary share capital |
|
|
|
|
1,000,000,000 ordinary shares denominated in Naira of 50 kobo per share |
500 |
500 |
3,335 |
3,335 |
Issued and fully paid |
|
|
|
|
568,497,025 (2018: 568,497,025) issued shares denominated in Naira of 50 kobo per share |
286 |
286 |
1,834 |
1,834 |
The Group's issued and fully paid as at the reporting date consists of 568,497,025 ordinary shares (excluding the additional shares held in trust) of ₦0.50k each, all with voting rights. Fully paid ordinary shares carry one vote per share and the right to dividends. There were no restrictions on the Group's share capital.
21b. Movement in share related reserves
|
Number of shares |
Issued share capital |
Share based payment reserve |
Total |
|
Shares |
₦'million |
₦'million |
₦'million |
Opening balance as at 1 January 2019 |
568,497,025 |
286 |
7,298 |
7,584 |
Share based payments |
- |
- |
805 |
805 |
Closing balance as at 31 March 2019 |
568,497,025 |
286 |
8,103 |
8,389 |
|
Number of shares |
Issued share capital |
Share based payment reserve |
Total |
|
Shares |
$'000 |
$'000 |
$'000 |
Opening balance as at 1 January 2019 |
568,497,025 |
1,834 |
27,499 |
29,333 |
Share based payments |
- |
- |
2,623 |
2,623 |
Closing balance as at 31 March 2019 |
568,497,025 |
1,834 |
30,122 |
31,956 |
21c. Employee share based payment scheme
As at 31 March 2019, the Group had awarded 40,410,644 shares (Dec 2018: 40,410,644 shares) to certain employees and senior executives in line with its share based incentive scheme. During the three months ended 31 March 2019 no shares were vested (Dec 2018: 5,052,464 shares).
22. Trade and other payables
|
As at 31 March |
As at 31 Dec |
As at 31 March |
As at 31 Dec |
|
|
2019 |
2018 |
2019 |
2018 |
|
|
₦ million |
₦ million |
$'000 |
$'000 |
|
Trade payable |
13,927 |
12,073 |
45,375 |
39,328 |
|
Nigerian Petroleum Development Company (NPDC) |
18,214 |
10,022 |
59,362 |
32,643 |
|
National Petroleum Investment Management Services (NAPIMS) |
2,535 |
2,785 |
8,261 |
9,073 |
|
Receipts for investment |
30,695 |
- |
100,000 |
- |
|
Accruals and other payables |
48,833 |
53,296 |
159,093 |
173,603 |
|
Pension payables |
144 |
107 |
469 |
350 |
|
NDDC levy |
1,438 |
345 |
4,684 |
1,124 |
|
Royalties payable |
7,363 |
8,732 |
23,988 |
28,444 |
|
|
123,149 |
87,360 |
401,232 |
284,565 |
|
22a. Accruals and other payables
Included in accruals and other payables are field-related accruals ₦19.06 billion, Dec 2018: ₦22.7 billion ($62.11million, Dec 2018: $74 million), and other vendor payables of ₦29.74 billion, Dec 2018: ₦31 billion ($96.98 million, Dec 2018: $101 million). Royalties payable include accruals in respect of crude oil and gas production for which payment is outstanding at the end of the period.
22b. NPDC payables
NPDC payables relate to cash calls paid in advance in line with the Group's Joint operating agreement (JOA) on OML 4, OML 38 and OML 41.The outstanding NPDC receivables at the end of the reporting period was used to calculate the impairment losses for the year. The impairment losses was then netted against the outstanding receivables to arrive at a net receivables amount. At the end of the reporting period, this net receivables amount has been netted against payables to NPDC as the Group has a right to offset.
22c. NAPIMS payables
In 2018, NAPIMS receivables related to cash calls from its JOA with Seplat East Onshore. At the end of the reporting period, NAPIMS settled their cash calls and advanced monies for the Jisike Oil project, which is yet to commence. The amount advanced has therefore been recognised as a payable.
22d. Receipts for investment
The Group entered into a Shareholder Agreement and Share Subscription Agreement in August 2018 with the Nigerian Gas Company ("NGC") for it to subscribe for fifty per cent of the shares in ANOH Gas Processing Company Limited ("AGPC"), 100% owned by the Group. The Approval from Corporate Affairs Commission (CAC) in Nigeria for the new shareholding structure was not received until April 18, 2019.
During Q1 2019, NGC injected its share of the first tranche of equity injection of ₦30.7 billion ($100 million) into funding the project before the share transfer was effected. The funds were temporarily held by the Group in Cash at Bank in Q1 2019.
23. Computation of cash generated from operations
|
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
Notes |
₦ million |
₦ million |
$'000 |
$'000 |
Profit before tax |
|
5,957 |
17,987 |
19,425 |
58,810 |
Adjusted for: |
|
|
|
|
|
Depletion, depreciation and amortisation |
|
7,204 |
10,001 |
23,484 |
32,697 |
Depreciation of right-of-use assets |
|
188 |
- |
613 |
- |
Interest on bank loans |
13 |
4,534 |
7,350 |
14,778 |
24,033 |
Interest on lease liabilities |
13 |
39 |
- |
127 |
- |
Interest on advance payments for crude oil sales |
13 |
- |
530 |
- |
1,730 |
Unwinding of discount on provision for decommissioning liabilities |
13 |
313 |
193 |
1,017 |
632 |
Finance income |
13 |
(869) |
(437) |
(2,834) |
(1,429) |
Fair value loss on contingent consideration |
12 |
13 |
1,350 |
40 |
4,411 |
Unrealised fair value loss on derivatives |
|
2,157 |
- |
7,030 |
- |
Unrealised foreign exchange (gain)/ loss |
9 |
163 |
(572) |
529 |
(1,870) |
Share based payments expenses |
|
805 |
599 |
2,623 |
1,958 |
Defined benefit expenses |
|
209 |
(328) |
682 |
(1,073) |
Reversal of impairment loss on trade and other receivables |
11 |
(44) |
(669) |
(144) |
(2,186) |
Changes in working capital (excluding the effects of exchange differences): |
|
|
|
|
|
Trade and other receivables |
|
(3,356) |
11,943 |
(10,935) |
39,044 |
Prepayments |
|
930 |
- |
3,031 |
|
Contract assets |
|
661 |
(3,876) |
2,149 |
(12,672) |
Trade and other payables |
|
4,878 |
(30,406) |
15,891 |
(99,408) |
Inventories |
|
1,337 |
402 |
4,335 |
1,312 |
Restricted cash |
|
(712) |
- |
(2,318) |
- |
Net cash from operating activities |
|
24,407 |
14,067 |
79,523 |
45,989 |
24. Related party relationships and transactions
The Group is controlled by Seplat Petroleum Development Company Plc (the 'parent Company'). The shares in the parent Company are widely held.
24a. Related party relationships
The services provided by the related parties:
Abbeycourt Trading Company Limited: The Chairman of Seplat is a director and shareholder. The company provides diesel supplies to Seplat in respect of Seplat's rig operations.
Cardinal Drilling Services Limited (formerly Caroil Drilling Nigeria Limited): Is owned by common shareholders with the parent Company. The company provides drilling rigs and drilling services to Seplat.
Charismond Nigeria Limited: The sister to the CEO works as a General Manager. The company provides administrative services including stationery and other general supplies to the field locations.
Helko Nigeria Limited: The Chairman of Seplat is shareholder and director. The company owns the lease to Seplat's main office at 25A Lugard Avenue, Lagos, Nigeria.
Keco Nigeria Enterprises: The Chief Executive Officer's sister is shareholder and director. The company provides diesel supplies to Seplat in respect of its rig operations.
Montego Upstream Services Limited: The Chairman's nephew is shareholder and director. The company provides drilling and engineering services to Seplat.
Nerine Support Services Limited: Is owned by common shareholders with the parent Company. Seplat leases a warehouse from Nerine and the company provides agency and contract workers to Seplat.
Oriental Catering Services Limited: The Chief Executive Officer of Seplat's spouse is shareholder and director. The company provided catering services to Seplat at the staff canteen during the reporting period.
Shebah Petroleum Development Company Limited ('BVI'): The Chairman of Seplat is a director and shareholder of SPDCL (BVI). The company has provided consulting services to Seplat since 2014.
Stage leasing (Ndosumili Ventures Limited): is a subsidiary of Platform Petroleum Limited. The company provides transportation services to Seplat.
The following transactions were carried out by Seplat with related parties:
24b. Related party relationships
i) Purchase of goods and services
|
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
3 months ended 31 March 2019 |
3 months ended 31 March 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Shareholders of the parent company |
|
|
|
|
SPDCL (BVI) |
81 |
104 |
263 |
339 |
Total |
81 |
104 |
263 |
339 |
Entities controlled by key management personnel: |
|
|
|
|
Contracts > $1million in 2019 |
|
|
|
|
Nerine Support Services Limited |
- |
375 |
- |
1,227 |
Cardinal Drilling Services Limited |
800 |
6 |
2,606 |
19 |
|
800 |
381 |
2,606 |
1,246 |
|
|
|
|
|
Contracts < $1million in 2019 |
|
|
|
|
Montego Upstream Services Limited |
8 |
- |
26 |
- |
Abbey Court trading Company Limited |
80 |
79 |
260 |
259 |
Charismond Nigeria Limited |
2 |
2 |
6 |
8 |
Keco Nigeria Enterprises |
64 |
7 |
210 |
24 |
Nerine Support Services Limited |
236 |
- |
768 |
- |
Stage leasing (Ndosumili Ventures Limited) |
306 |
229 |
999 |
748 |
Oriental Catering Services Limited |
14 |
45 |
46 |
148 |
Helko Nigeria Limited |
- |
34 |
- |
111 |
|
710 |
396 |
2,315 |
1,298 |
Total |
1,591 |
882 |
5,184 |
2,883 |
* Nerine on average charges a mark-up of 7.5% on agency and contract workers assigned to Seplat. The amounts shown above are gross i.e. it includes salaries and Nerine's mark-up. Total costs for agency and contracts during the first quarter ended 31 March 2019 is ₦17.7 million, 2018: ₦375 million ($57,600, 2018: $1.2 million).
All other transactions were made on normal commercial terms and conditions, and at market rates.
24c. Balances
The following balances were receivable from or payable to related parties as at 31 March 2019:
Prepayments / receivables |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Entities controlled by key management personnel |
|
|
|
|
Cardinal Drilling Services Limited |
- |
1,495 |
- |
4,869 |
Montego Upstream Services Limited |
- |
8 |
- |
26 |
Oriental Catering Services Ltd |
2 |
- |
5 |
- |
|
2 |
1,503 |
5 |
4,895 |
Payables |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
As at 31 Mar 2019 |
As at 31 Dec 2018 |
|
₦ million |
₦ million |
$'000 |
$'000 |
Entities controlled by key management personnel |
|
|
|
|
Keco Nigeria Enterprises |
- |
19 |
- |
61 |
Nerine Support Services Limited |
1 |
- |
4 |
- |
Cardinal Drilling Services Limited |
190 |
- |
619 |
- |
Oriental Catering Services Ltd |
- |
14 |
- |
47 |
Abbey Court Trading Company Limited |
- |
9 |
- |
28 |
Charismond Nigeria Limited |
- |
- |
- |
1 |
Stage Leasing Limited |
- |
13 |
- |
43 |
|
191 |
55 |
623 |
180 |
25. Contingent liabilities
The Group is involved in a number of legal suits as defendant. The estimated value of the contingent liabilities is ₦736 million, Dec 2018: ₦736 million ($2.4 million, Dec 2018: $2.4 million). The contingent liability for the period ended 31 March 2019 is determined based on possible occurrences though unlikely to occur. No provision has been made for this potential liability in these financial statements. Management and the Group's solicitors are of the opinion that the Group will suffer no loss from these claims.
26. Proposed dividend
No interim dividend was proposed by the Group's directors for the reporting period (2018: ₦15, $0.05).
27. Events after the reporting period
There were no significant events that would have had a material effect on the Group after the reporting period.
28. Changes in accounting policies
This note explains the impact of adoption of IFRS 16: Leases on the Group's financial statements.
Leases
The Group's leased assets include buildings and land. Lease terms are negotiated on an individual basis and contain different terms and conditions, including extension options. The lease terms are between 1 and 5 years. On renewal of a lease, the terms are renegotiated. Leased assets may not be used as security for borrowing purposes.
Until the 2018 financial year, leases of property, plant and equipment were classified as operating leases. Payments made under operating leases were recognised as rentals in the statement of profit or loss and other comprehensive income on a straight-line basis and disclosed within general and administrative expenses over the period of the lease.
From 1 January 2019, on adoption of IFRS 16, leased assets are recognised as a right-of-use assets and a corresponding liability at the date at which the leased asset is available for use by the Group is also recognised. The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. The Group also elected to use the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option ('short-term leases'). The Group had no low value leases on adoption of the new standard. Lease liabilities for leases formerly classified as operating leases were measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate of 13.1% as at that date.
Lease liabilities
At commencement date of a lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate is the weighted average interest rate applicable to the Group's general borrowings denominated in dollars during the period. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. The lease term refers to the contractual period of a lease.
The Group has elected to exclude non-lease components in calculating lease liabilities and instead treat the related costs as an expense in profit or loss.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of a lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Short-term leases and leases of low value
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered of low value (i.e. low value assets). Low-value assets are assets with lease amount of less than $5,000 when new. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
28.1. Impact of adoption
The new Leases standard, IFRS 16 replaces the provisions of IAS 17 Leases and IFRIC 4 Determining whether an arrangement contains a lease. As discussed in Note 3.1, the Group has elected to apply the new standard using the simplified method. Accordingly, the information presented for the three months ended 31 March 2018 has not been restated but is presented, as previously reported, under IAS 17.
On adoption of IFRS 16, the lease liabilities as at 1 January 2019 for leases formerly classified as operating leases were measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate as at that date. The Group's weighted average incremental borrowing rate as at 1 January 2019 and 31 March 2019 was 13.1%.
On adoption of the new accounting standard, the Group elected to apply the following practical expedients:
§ The Group relied on previous assessment of existing lease contracts
§ Leases with a remaining lease term of one year with no extension commitments as at 1 January 2019 were treated as short-term leases.
§ The Group excluded initial direct costs in determining the cost of right-of-use assets
§ The same discount rate was applied for a portfolio of leases with reasonably similar characteristics.
28.2. Impact on financial statements
a) Impact on statement of financial position
The following table summarises the impact of transition to IFRS 16 on the statement of financial position as at 1 January 2019 for each affected individual line item. Line items that were not affected by the changes have not been included. As a result, the sub-totals and totals disclosed cannot be recalculated from the numbers provided.
|
|
Amounts without impact of IFRS 16 |
Impact of IFRS 16 |
As at 1 Jan 2019 |
Amounts without impact of IFRS 16 |
Impact of IFRS 16 |
As at 1 Jan 2019 |
|
|
₦ million |
₦ million |
₦ million |
US$ '000 |
US$ '000 |
US$ '000 |
ASSETS |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Right-of-use assets |
|
- |
3,267 |
3,267 |
- |
10,641 |
10,641 |
Prepayment |
|
7,950 |
(275) |
7,675 |
25,893 |
(893) |
25,000 |
Total non-current assets |
|
512,219 |
2,992 |
515,211 |
1,668,466 |
9,748 |
1,678,214 |
Current assets |
|
|
|
|
|
|
|
Prepayments |
|
3,549 |
(1,802) |
1,747 |
11,561 |
(5,872) |
5,689 |
Total current assets |
|
263,437 |
(2,077) |
261,360 |
858,099 |
(6,765) |
851,334 |
Total assets |
|
775,656 |
1,190 |
776,846 |
2,526,565 |
3,876 |
2,530,441 |
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Lease liabilities |
|
- |
952 |
952 |
- |
3,100 |
3,100 |
Total non-current liabilities |
|
184,808 |
952 |
185,760 |
601,976 |
3,100 |
605,076 |
Current liabilities |
|
|
|
|
|
|
|
Lease liabilities |
|
- |
238 |
238 |
- |
776 |
776 |
Total current liabilities |
|
99,376 |
238 |
99,614 |
323,704 |
776 |
324,480 |
Total liabilities |
|
284,184 |
1,190 |
285,374 |
925,680 |
3,876 |
929,556 |
§ Right-of-use assets
All the Group's right-of-use assets are non-current assets. A reconciliation of the Group's right-of-use assets as at 1 January 2019 and 31 March 2019 is shown below:
|
₦ million |
US$ '000 |
Opening balance as at 1 January 2019 |
- |
- |
Effect of initial application of IFRS 16 |
3,267 |
10,641 |
Adjusted opening balance as at 1 January 2019 |
3,267 |
10,641 |
Less: depreciation for the period |
(188) |
(613) |
Closing balance as at 31 March 2019 |
3,079 |
10,028 |
The right-of-use assets recognised as at 1 January 2019 and 31 March 2019 comprised of the following asset:
|
31 March 2019 |
1 Jan 2019 |
31 March 2019 |
1 Jan 2019 |
|
₦ million |
₦ million |
US$ '000 |
US$ '000 |
Office buildings |
3,079 |
3,267 |
10,028 |
10,641 |
Right-of-use assets |
3,079 |
3,267 |
10,028 |
10,641 |
§ Lease liabilities
A reconciliation of the Group's remaining operating lease payments as at 31 December 2018 and the lease liability as at 1 January 2019 and 31 March 2019 is shown below:
|
₦ million |
US$ '000 |
Total undiscounted operating lease commitment as at 31 December 2018 |
2,024 |
6,595 |
Lease liability as at 1 January 2019 |
1,190 |
3,876 |
Add: interest on lease liabilities |
39 |
127 |
Closing balance as at 31 March 2019 |
1,229 |
4,003 |
The lease liability as at 1 January 2019 is the total operating lease commitment as at 31 December 2018 discounted using the incremental borrowing rate as at that date.
Short term leases relate to leases of residential buildings, car parks and office building with contractual lease term of less than or equal to 12 months at the date of initial application of IFRS 16. At the end of the reporting period, rental expense of ₦119 million ($0.4 million) was recognised within general and administrative expenses for these leases. The Group's future cash outflows from short term lease commitments at the end of the reporting period is ₦62 million ($0.2 million).
The Group's lease payments for drilling rigs are classified as variable lease payments. The variability arises because the lease payments are linked to the use of the underlying assets. These variable lease payments are therefore excluded from the measurement of the lease liabilities. At the end of the reporting period, there was no rental expense recognised within cost of sales for these leases. The expected future cash outflows arising from variable lease payments is estimated at ₦6.7 billion ($21.7 million).
The Group's lease liability as at 1 January 2019 and 31 March 2019 is split into current and non-current portions as follows:
|
1 Jan 2019 |
31 March 2019 |
1 Jan 2019 |
31 March 2019 |
₦ million |
₦ million |
US$ '000 |
US$ '000 |
|
Non-current |
952 |
952 |
3,100 |
3,100 |
Current |
238 |
277 |
776 |
903 |
Lease liability as at 1 January 2019 |
1,190 |
1,229 |
3,876 |
4,003 |
b) Impact on the statement of profit or loss (increase/(decrease)) for the three months ended 31 March 2019
|
₦ million |
US$ '000 |
Depreciation expense |
(188) |
(613) |
Operating profit |
(188) |
(613) |
Finance cost |
(39) |
(127) |
Profit for the period |
(227) |
(740) |
c) Impact on the statement of cash flows (increase/(decrease)) for the three months ended 31 March 2019:
|
₦ million |
US$ '000 |
Depreciation of right-of-use assets |
188 |
613 |
Interest on lease liabilities |
39 |
127 |
Net cash flows from operating activities |
227 |
740 |
d) Sensitivity to purchase options
In 2018, the Group entered into a lease agreement for its new head office building. The lease contract contains an option to purchase and right of first refusal upon an option of sales during the initial non-cancellable lease term of five (5) years. Management has determined that it s not reasonably certain that the Group will exercise the purchase option. This,the purchase price was not included in calculating the lease liability or right-of-use asset. The following tables summarise the impact that exercising the purchase option would have had on the profit before tax and net assets of the Group:
Impact of purchase option |
|
|
Effect on profit before tax 31 March 2019 ₦ million |
Effect on profit before tax 31 March 2019 $' 000 |
Depreciation |
|
|
117 |
382 |
Interest payment |
|
|
(398) |
(1,170) |
|
|
|
(359) |
(788) |
Impact of purchase option |
|
|
Effect on net assets 31 March 2019 ₦ million |
Effect on net assets 31 March 2019 $' 000 |
Right-of-use assets |
|
|
11,158 |
36,355 |
Lease liability |
|
|
(11,322) |
(36,887) |
|
|
|
(164) |
(531) |
e) Impact on segment assets and liabilities
The Group's assets are allocated to segments based on the operations and the geographical location of the assets. All non-current assets of the Group are domiciled in Nigeria. The changes in segment assets and liabilities for each segment as at 31 March 2019 is shown below:
|
Amount under IAS 17 |
Impact of IFRS 16 |
Amount under IFRS 16 |
Amount under IAS 17 |
Impact of IFRS 16 |
Amount under IFRS 16 |
|
₦ million |
₦ million |
₦ million |
US$ '000 |
US$ '000 |
US$ '000 |
Segment assets: |
|
|
|
|
|
|
Oil |
514,493 |
3,079 |
517,572 |
1,676,160 |
10,028 |
1,686,188 |
Gas |
242,238 |
- |
242,238 |
789,174 |
- |
789,174 |
|
756,731 |
3,079 |
759,810 |
2,465,334 |
10,028 |
2,475,362 |
Segment liabilities: |
|
|
|
|
|
|
Oil |
120,681 |
1,229 |
121,910 |
393,168 |
4,003 |
397,171 |
Gas |
135,672 |
- |
135,672 |
442,007 |
- |
442,007 |
|
256,353 |
1,229 |
257,582 |
835,175 |
4,003 |
839,178 |
f) Impact on earnings per share
As a result of adoption of IFRS 16, the earnings per share of the Group for the three months ended 31 March 2019 decreased as shown in the table below:
|
Amount under IAS 17 |
Impact of IFRS 16 |
Amount under IFRS 16 |
Amount under IAS 17 |
Impact of IFRS 16 |
Amount under IFRS 16 |
|
₦ million |
₦ million |
₦ million |
US$ '000 |
US$ '000 |
US$ '000 |
Profit for the period |
10,249 |
(227) |
10,022 |
33,416 |
(740) |
32,676 |
Earnings per share for profit attributable to the equity shareholders |
|
|
|
|
|
|
Basic earnings per share |
18.03 |
(0.40) |
17.63 |
0.06 |
- |
0.06 |
Diluted earnings per share |
17.96 |
(0.40) |
17.56 |
0.06 |
- |
0.06 |
g) Impact on deferred taxes
As a result of adoption of IFRS 16, there were no impact on deferred taxes as interest expense on lease liabilities and depreciation of right-of-use assets give rise to permanent differences for tax purposes.
29. Exchange rates used in translating the accounts to Naira
The table below shows the exchange rates used in translating the accounts into Naira.
|
Basis |
31 March 2019 ₦/$ |
31 March 2018 ₦/$ |
31 Dec 2018 ₦/$ |
|
|
|||
Fixed assets - opening balances |
Historical rate |
Historical |
Historical |
Historical |
|
||||
Fixed assets - additions |
Average rate |
306.87 |
305.87 |
306.10 |
|
||||
Fixed assets - closing balances |
Closing rate |
306.95 |
305.95 |
307.00 |
|
||||
Current assets |
Closing rate |
306.95 |
305.95 |
307.00 |
|
||||
Current liabilities |
Closing rate |
306.95 |
305.95 |
307.00 |
|
||||
Equity |
Historical rate |
Historical |
Historical |
Historical |
|
||||
Income and Expenses |
Overall Average rate |
306.87 |
305.87 |
306.10 |
|
||||
General information
Board of directors |
|
|
Ambrosie Bryant Chukwueloka Orjiako |
Chairman |
Nigerian |
Ojunekwu Augustine Avuru |
Managing Director and Chief Executive Officer |
Nigerian |
Roger Thompson Brown |
Chief Financial Officer (Executive Director) |
British |
Effiong Okon |
Operations Director (Executive director) |
Nigerian |
*Michel Hochard |
Non-Executive Director |
French |
Macaulay Agbada Ofurhie |
Non-Executive Director |
Nigerian |
Michael Richard Alexander |
Senior Independent Non-Executive Director |
British |
Ifueko M. Omoigui Okauru |
Independent Non-executive Director |
Nigerian |
Basil Omiyi |
Independent Non-executive Director |
Nigerian |
Charles Okeahalam |
Independent Non-executive Director |
Nigerian |
Lord Mark Malloch-Brown |
Independent Non-executive Director |
British |
Damian Dinshiya Dodo |
Independent Non-executive Director |
Nigerian |
*Madame Nathalie Delapalme acts as alternate Director to Michel Hochard |
|
|
Company secretary |
Mirian Kachikwu |
|
Registered office and business address of directors |
25a Lugard Avenue Ikoyi Lagos Nigeria |
|
Registered number |
RC No. 824838 |
|
FRC number |
FRC/2015/NBA/00000010739 |
|
Auditor |
Ernst & Young (10th & 13th Floors), UBA House 57 Marina Lagos, Nigeria. |
|
Registrar |
DataMax Registrars Limited 7 Anthony Village Road Anthony P.M.B 10014 Shomolu Lagos, Nigeria |
|
Solicitors |
Olaniwun Ajayi LP Adepetun Caxton-Martins Agbor & Segun ("ACAS-Law") Templars Law White & Case LLP Whitehall Solicitors Bracewell (UK) LLP Herbert Smith Freehills LLP Chief J.A. Ororho & Co. Ogaga Ovrawah & Co. Consolex LP Banwo & Ighodalo J.E. Okodaso & Company V.E. Akpoguma & Co. Thompson Okpoko & Partners G.C. Arubayi & Co. Streamsowers & Kohn |
|
Bankers
|
First Bank of Nigeria Limited Stanbic IBTC Bank Plc United Bank for Africa Plc Zenith Bank Plc Citibank Nigeria Limited Standard Chartered Bank HSBC Bank |
|