2nd Quarter Results
Serica Energy plc
07 August 2007
Serica Energy Plc
('Serica' or the 'Company')
SECOND QUARTER 2007 REPORT TO SHAREHOLDERS
London, 7 August 2007 - Serica Energy plc (TSX Venture & AIM: SQZ) today
announces its financial results for the three and six months ended 30 June 2007.
The results and associated Management Discussion and Analysis are included
below and copies are available at www.serica-energy.com and www.sedar.com.
H1 2007 Highlights
Operational
• Construction of the Kambuna Field offshore facilities progresses towards
2008 production start-up in Indonesia
• Exploration portfolio and prospects increased significantly with new
prospective licences awarded in the UK, Norway, Indonesia and Vietnam
• Farmed-out a percentage of the Company's interest in the Biliton Block, in
line with a strategy to spread exploration risk and manage costs whilst
continuing to build the portfolio
Financial and Corporate
• Net Current Assets at the half year stood at US$66 million
• US $100 million debt facility arranged with JP Morgan Chase and Bank of
Scotland to fund appraisal and development activities in Indonesia, UK and
Norway
• Ian Vann joined the board as a non-executive director, having recently
retired from BP where he led the global exploration team
• Steven Theede joined the board as a non-executive director, having held
several senior positions in Conoco and most recently served as Chief
Executive of Yukos Oil Company
Forward Exploration, Appraisal and Development Programmes
• SEDCO 704 drilling rig will drill the first Columbus Field appraisal well
in September 2007, three kilometres north of the Columbus discovery well
• In the Biliton PSC, two wildcat exploration wells are scheduled to be
drilled in the fourth quarter of 2007
• The Kambuna Field wellhead support tower under construction in Balikpapan,
Indonesia is scheduled to be installed in the fourth quarter of 2007
• Kambuna development drilling from the support tower will commence in the
fourth quarter of 2007 with the drilling and workover of three wells
• An appraisal well in the Bream field, Norway, is due to be drilled in the
second quarter of 2008
• In Vietnam the acquisition of a new 3D seismic survey in Block 06/94 is
expected to begin in the third quarter of 2007
• In Indonesia a new 3D seismic survey will be acquired in the Kutai Block
Serica's Chief Executive, Paul Ellis, commented:
'The first half of 2007 has been a relatively quiet period for Serica as we put
into place the drilling and contractual arrangements for a significant increase
in activities planned for the second half. Appraisal drilling on the Columbus
field will commence in the next few weeks and we expect to take delivery of the
well-head tower for the Kambuna field in the next quarter, enabling us to start
drilling the field development wells immediately after installation.
'Serica also has significant exposure to exploration upside in the second half
of 2007 with a 45 percent interest in two wildcat wells to be drilled by the
Company in the Biliton Block in Indonesia. Serica's costs in these wells are
carried as a result of the farm-out agreement with Nations Petroleum. We will
continue this exploration drilling with further wells planned in the UK and
Norway in early 2008.
'Serica remains very focused on creating shareholder value through its
exploration drilling and field appraisal and development programmes and I am
very optimistic for the Company's prospects'.
Enquiries:
Serica Energy plc
Paul Ellis, paul.ellis@serica-energy.com +44 (0)20 7487 7300
Chief Executive Officer
Chris Hearne, chris.hearne@serica-energy.com +44 (0)20 7487 7300
Finance Director
JPMorgan Cazenove
Steve Baldwin steve.baldwin@jpmorgancazenove.com +44 (0)20 7588 2828
Pelham Public Relations -UK
James Henderson james.henderson@pelhampr.com +44 (0)20 7743 6673
Alisdair Haythornthwaite alisdair.haythornthwaite@pelhampr.com +44 (0)20 7743 6676
CHF - Canada
Kelly Cody kelly@chfir.com +1 416 868 1079
MANAGEMENT OVERVIEW
Serica has continued to build on its 2006 performance with an active second
quarter of 2007.
Serica has recently obtained a commitment from JPMorgan Chase Bank, N.A. and The
Governor and Company of the Bank of Scotland to enter into a US$100 million
senior secured debt facility. The facility is subject to legal documentation
and fulfillment of standard terms and conditions for a debt financing of this
nature.
The facility, which will have a term of twelve months, with the Company having
an option to extend for a further six months, will be used to fund appraisal and
development expenditures for the Kambuna field in Indonesia and the Columbus
field in the UK North Sea as well as for Norwegian appraisal expenditure and
general corporate purposes.
This facility provides Serica with funds to develop the Company's interests in
the Kambuna and Columbus fields, both of which are operated by Serica, and
contribute to Serica's share of drilling costs for the appraisal of the Bream
oil discovery in Norway.
In June, Serica announced that Ian Vann would be joining the Board as a
non-executive director with effect from 1 July 2007. Ian was employed by BP
from 1976, and directed and led BP's global exploration efforts from 1996 until
his recent retirement in January 2007. He was appointed to the executive
leadership team of the Exploration & Production Division of BP in 2001,
initially as Group Vice President, Technology and later as Group Vice President,
Exploration and Business Development. Ian brings a wealth of valuable
experience in the international oil and gas exploration business to the Board of
Serica.
Since the period end, Serica announced that Steven Theede has joined the Board
as a non-executive director with effect from 24 July 2007. Steve was employed
by Conoco, later ConocoPhillips, from 1973 until 2003, where he held numerous
management positions in Refining and Marketing, Exploration and Production as
well as in corporate activities, located both in the US and Europe. In 2000 he
was appointed President, Exploration and Production for Europe, Russia and the
Caspian region. In 2003 he joined Yukos Oil Company located in Russia, as Chief
Operating Officer and became Chief Executive Officer of the Company in July
2004, a position he held until August of 2006. His industry background
complements the talents and experience that already exist on the Board of
Serica.
Western Europe: United Kingdom, Ireland, Norway and Spain
United Kingdom
Serica retained its 50% interest in Block 23/16f, in which it made the Columbus
discovery in December 2006, having agreed with BG International Limited not to
complete a previously announced acreage exchange. As operator of the block,
Serica has contracted the semi-submersible drilling rig SEDCO 704 to drill the
first Columbus appraisal well in September 2007, in a location about three
kilometres north of the 23/16f-11 discovery well.
Discussions have already commenced with nearby infrastructure owners with a view
to reaching a Columbus development decision by the end of the year in the event
of a successful outcome to the appraisal drilling. Serica has secured a second
rig slot on the SEDCO 704 in the summer of 2008, which will be available for a
Columbus development well or for an exploration well in Serica's adjacent Block
23/16g.
In its East Irish Sea Blocks 113/26b and 113/27c to the north of the Morecambe
gas field, Serica is carrying out a 3D seismic reprocessing project in order to
confirm future exploration well locations. Serica has a 100% interest in the
licence.
Ireland
Serica holds a 100% interest in Blocks 27/4, 27/5 west and 27/9 in the Slyne
Basin off the west coast of Ireland and is carrying out a 3D seismic
reprocessing project in order to confirm exploration well locations on several
large gas prospects that it has already identified. The blocks lie about 40 km
south of the 1 tcf Corrib gas field, currently under development by Shell.
Norway
In Serica's Norwegian North Sea licences, the operator of Licence 407, BG Norge
AS, is planning for an appraisal well to be drilled in the Bream field in the
second quarter of 2008 and the operator of Licence 406, Premier Oil Norge AS, is
planning a 3D seismic survey early in 2008. Serica has a 20% interest in these
licences.
Spain
In Spain, Serica has just completed a seismic test line in preparation for a 2D
seismic survey on its four onshore licences in Aragon Province, in the
north-eastern part of the country. Serica holds a 100% interest in the
licences.
Southeast Asia: Indonesia and Vietnam
Indonesia
In March, Serica announced the farm-out of a percentage of the Company's
interest in the Biliton PSC, in line with its strategy to spread exploration
risk and manage costs. Under the terms of the agreement and subject to
regulatory approval, Serica will assign a 45% interest in the Biliton PSC to
Nations Petroleum Company Ltd., which will bear the majority of the costs of the
two-well exploration drilling programme, scheduled to commence in the fourth
quarter of 2007. Serica will remain the operator and will retain a 45% interest
in the Biliton PSC. The two prospects to be drilled are located offshore in a
virtually unexplored basin in the central Java Sea.
In the Glagah-Kambuna PSC offshore North West Sumatra, development of the
Kambuna gas/condensate field is now well underway. Negotiations for the sale of
the gas and condensate are expected to conclude shortly, with the field destined
to supply gas to Medan, Indonesia's third largest city. The field wellhead
support tower is currently under construction in Balikpapan, Indonesia, and is
scheduled for delivery in September and installation in the fourth quarter of
this year. Two new development wells will be drilled from the tower and the
Kambuna #2 well will be recompleted in order to develop the Kambuna field.
Later this year the offshore and onshore pipeline route surveys will be carried
out in preparation for issuing invitations to tender for pipeline supply and
installation.
In the large Kutai PSC, East Kalimantan, an elevation survey has been completed
in preparation for a 2D seismic survey to be carried out in the onshore part of
the PSC early next year. The existing offshore 3D seismic survey data is to be
reprocessed and plans for an additional 3D seismic survey are being prepared.
Vietnam
Serica holds a 33.3% interest in the Block 06/94 PSC in the Con Son Basin
offshore Vietnam. The block lies immediately south of the producing Lan Tay and
Lan Do gas fields and immediately east of the Dua and Blackbird oil discoveries.
Several prospects have already been identified on the block and acquisition of
a new 3D seismic survey is expected to begin in the third quarter of 2007.
Forward Programme
Serica will commence an extensive period of drilling activity in the second half
of the year with two exploration wells and four appraisal or development wells
planned.
In the third quarter, Serica will commence its UK drilling programme with a
Columbus appraisal well to be drilled in September. Conceptual development
studies for the Columbus field are underway, so that development can be advanced
once the results of the appraisal programme are known. In Indonesia, two
exploration wells will be drilled in the fourth quarter and the Kambuna
development drilling programme will commence.
Serica remains very focused on creating shareholder value through its
exploration drilling and field development programmes. As the Company continues
to build on the exploration success that it has seen in the North Sea and
Indonesia, our objectives are to bring the benefits of that success back to
shareholders and to lay the foundations for future growth.
The results of Serica's operations detailed below in the MD&A, and in the
financial statements, are presented in accordance with International Financial
Reporting Standards ('IFRS').
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following management's discussion and analysis ('MD&A') of the financial and
operational results of Serica Energy plc and its subsidiaries (the 'Group')
contains information up to and including 3 August 2007 and should be read in
conjunction with the attached unaudited interim consolidated financial
statements for the period ended 30 June 2007. The interim financial statements
for the three and six months ended 30 June 2007 have been prepared by and are
the responsibility of the Company's management. The interim financial statements
for the six months ended 30 June 2007 and 2006 have been reviewed by the
Company's independent auditors.
References to the 'Company' include Serica and its subsidiaries where relevant.
All figures are reported in US dollars ('US$') unless otherwise stated.
Overall Performance
Serica's activities are centred on the UK and Indonesia, with other interests in
Norway, Spain, Ireland and Vietnam. The Group has no current oil and gas
production, with the main emphasis placed upon its future exploration drilling
programmes. In 2007 to date, work has continued on managing its portfolio of
interests, accelerating the appraisal of Columbus in the North Sea, advancing
the Indonesian development and preparing for the 2007 drilling programme.
Further details are noted in the Management Overview.
The results of Serica's operations detailed below in this MD&A, and in the
financial statements, are presented in accordance with International Financial
Reporting Standards ('IFRS').
Results of Operations
Serica generated a loss of US$1.6 million for the three months ended 30 June
2007 ('Q2 2007') compared to a profit of US$1.8 million for the three months
ended 30 June 2006 ('Q2 2006'). The Q2 2006 figures have been restated to take
account of the revised accounting treatment for share purchase warrants
outstanding at 30 June 2006.
2007 2007 2006 2006
Q2 Q1 Q2 Q1
US$000 US$000 US$000 US$000
Sales revenue - - 36 25
Expenses:
Administrative expenses (1,722) (1,846) (1,343) (1,322)
Foreign exchange (loss)/gain (36) 15 890 (48)
Pre-licence costs (124) (101) (414) (160)
Share-based payments (470) (499) (533) (436)
Change in fair value of share warrants (1) - - (682) 1,836
Depletion, depreciation & amortisation (26) (26) (18) (10)
Operating loss before finance revenue and taxation
(2,378) (2,457) (2,064) (115)
Profit on disposal - - 2,187 -
Finance revenue 791 862 1,210 1,152
(Loss)/profit before taxation (1,587) (1,595) 1,333 1,037
Taxation credit/(charge) - - 506 -
(Loss)/profit for the period (1,587) (1,595) 1,839 1,037
Basic and diluted loss per share (0.01) (0.01) N/A N/A
Basic and diluted earnings per share N/A N/A 0.01 0.01
(1) As restated - see note 9 of the financial statements.
Revenues from oil and gas production are recognised on the basis of the
Company's net working interest in its properties and, in 2006, were generated
from Serica's 10% interest in the Harimau producing gas and gas condensate
field. The Q1 and Q2 2006 revenues are from discontinued operations following
the disposal of the Lematang PSC interest in 2006 which included the Harimau
field. Direct operating costs for the field during the period of ownership by
the Group were carried by Medco Energi Limited.
Administrative expenses of US$1.7 million for Q2 2007 remained at a consistent
level with Q1 2007 and increased from US$1.3 million for the same period last
year. The increase reflects the growing scale of the Company's activities over
the past twelve months.
No significant foreign exchange movements impacted Q2 2007 results. A large
foreign exchange gain of US$0.9 million was earned in Q2 2006. This chiefly
arose from the increase in US$ equivalent value of pounds sterling cash deposits
held, as the pound strengthened against the dollar during the quarter.
Pre-licence costs include direct cost and allocated general administrative cost
incurred on oil and gas interests prior to the award of licences, concessions or
exploration rights. The expense of US$0.1 million for Q2 2007 decreased from
US$0.4 million for the same period last year due to an increased focus on
licence applications in Norway and Ireland in 2006.
Share-based payment charges of US$0.5 million reflect share option grants made
and compare with US$0.5 million for both Q1 2007 and Q2 2006. Whilst further
share options have been granted in 2007, the incremental charge generated from
those options has been offset by the decline in charge of the options granted in
2005 and 2006.
The change in fair value of share warrants in Q1 and Q2 2006 is a restatement to
reflect evolving interpretation of the treatment of such instruments under the
recently adopted IFRS. This has arisen due to the difference in the denominated
currency of the share warrants compared to Serica's functional currency. The
loss in Q2 2006 was created as the fair value liability of share warrants not
exercised increased due to the rise in share price over the quarter. All
warrants were exercised in 2006 and there is no income statement impact in 2007.
This has no cash impact on reported results. More detail is provided in note 9
of the financial statements.
Negligible depletion, depreciation and amortisation charges in all periods
represent office equipment and fixtures and fittings. The costs of petroleum
and natural gas properties are not currently subject to such charges pending
further evaluation.
Finance revenue, comprising interest income of US$0.8 million for Q2 2007
compares with US$0.9 million for Q1 2007 and US$1.2 million for Q2 2006. The
decrease from last year is due to the reduction in cash deposit balances held
during 2006 as expenditure was incurred on the drilling programmes.
The net loss per share of US$0.01 for Q2 2007 compares to an earnings per share
of US$0.01 for Q2 2006.
Summary of Quarterly Results
2007 2007 2006 2006 2006 2006
Quarter ended: 30 Jun 31 Mar 31 Dec 30 Sep 30 Jun 31 Mar
US$000 US$000 US$000 US$000 US$000 US$000
Sales revenue - - - - 36 25
(Loss)/profit for the quarter (1) (1,587) (1,595) (13,456) (3,795) 1,839 1,037
Basic and diluted loss per share US$
(0.01) (0.01) (0.09) (0.03) - -
Basic and diluted earnings per share (1)
- - - - 0.01 0.01
(1) As restated for Q1 and Q2 2006 - See note 9 of the financial statements.
The fourth quarter 2006 loss includes asset write offs of US$12.7 million in
regard to the Asahan Offshore PSC. The Q2 2006 profit includes a gain of US$2.3
million from the disposal of the 10% interest in the Lematang Block.
Working Capital, Liquidity and Capital Resources
Current Assets and Liabilities
An extract of the balance sheet detailing current assets and liabilities is
provided below:
30 June 2007 31 March 31 December 2006
2007
US$000 US$000 US$000
Current assets:
Inventories 6,438 6,785 6,785
Trade and other receivables 7,147 11,369 30,903
Cash and cash equivalents 56,622 72,175 77,306
Total Current assets 70,207 90,329 114,994
Less Current liabilities:
Trade and other payables (4,413) (11,864) (30,619)
Net Current assets 65,794 78,465 84,375
At 30 June 2007, the Company had net current assets of US$65.8 million which
comprised current assets of US$70.2 million less current liabilities of US$4.4
million, giving an overall reduction in working capital of US$12.7 million in
the three month period.
Inventories principally consist of steel casing for the forthcoming Indonesian
drilling programme.
Trade and other receivables at 30 June 2007 totalled US$7.1 million. This
balance includes recoverable amounts from partners in Joint Venture operations
in the UK and Indonesia. Other smaller items included prepayments and sundry UK
and Indonesian working capital balances. A significant debtor balance at 31
March 2007, representing a contribution to exploration costs recoverable under
the BG/Serica cross assignment deal in Blocks 23/16f and 23/21b (see Management
Overview) was no longer receivable, following the announcement in June of the
mutual agreement between Serica and BG not to complete the deal. This large
decrease was partially offset by a general increase in other balances during Q2
2007, causing an overall reduction in Q2 2007 of US$4.3 million from US$11.4
million.
Net cash outgoings in Q2 2007 covered operational expenses and exploration work.
These were partially offset by US$0.8 million of interest income received in the
quarter.
Trade and other payables of US$4.4 million at 30 June 2007 include a US$1.5
million payable (settled in July 2007) in respect of the Q2 2006 acquisition of
an additional 10% interest in the Glagah Kambuna TAC, amounts due to those
sub-contractors operating the UK drilling programme, and creditors and accruals
from Indonesia. Payables arising from the 2006 drilling campaign were
substantially settled in Q1 2007.
Long-Term Assets and Liabilities
An extract of the balance sheet detailing long-term assets and liabilities is
provided below:
30 June 31 March 31 December
2007 2007 2006
US$000 US$000 US$000
Intangible exploration assets 58,470 45,738 40,681
Property, plant and equipment 327 316 342
Goodwill 1,200 1,200 1,200
Long-term other receivables 527 668 351
Deferred income tax liabilities (955) (955) (955)
During Q2 2007, total investments in petroleum and natural gas properties,
represented by intangible exploration assets, increased by US$12.7 million to
US$58.5 million. Following the announcement in June of the agreement between
Serica and BG not to complete the BG/Serica cross assignment deal, the
anticipated recovery credited against intangible exploration assets has been
reversed and Serica's capitalised cost now reflects its 50% share of costs
incurred on the Block 23/16f, rather than the 25% previous interest. Of the
remaining Q2 2007 investments; US$2.3 million was spent in Vietnam principally
on a signature bonus, US$0.9 million in the UK on exploration work and G&A,
US$1.2 million was spent in Indonesia principally on drilling activity
preparation, exploration work and G&A on the Glagah Kambuna and Kutai
concessions, and US$0.3 million in Spain. In Q1 2007, US$1.0 million of back
costs, received as part of the Biliton farm out, have been credited against the
capitalised pool of costs.
Property, plant and equipment includes office fixtures and fittings and computer
equipment.
Goodwill, representing the difference between the price paid on acquisitions and
the fair value applied to individual assets, remained unchanged at US$1.2
million.
Long-term other receivables of US$0.5 million represent value added tax ('VAT')
on Indonesian capital spend, which would be recovered from future production.
Shareholders' Equity
An extract of the balance sheet detailing shareholders' equity is provided
below:
30 June 31 March 31 December
2007 2007 2006
US$000 US$000 US$000
Total share capital 158,871 157,817 157,283
Other reserves 12,730 12,226 11,767
Accumulated deficit (46,238) (44,651) (43,056)
Total share capital includes the total net proceeds (both nominal value and any
premium on the issue of equity capital).
Issued share capital during 2007 was increased by the exercise of 1,110,001
share options of the Company at prices ranging from Cdn$1.00 to Cdn$2.00.
Other reserves include amounts credited in respect of cumulative share-based
payment charges, and the amount of the fair value liability of share warrants
eliminated upon exercise of those share warrants. The increase in other reserves
from US$12.2 million to US$12.7 million reflects the amortisation of share-based
payment charges in Q2 2007.
Capital Resources
At 30 June 2007, Serica had US$65.8 million of net working capital and no
long-term debt. At that date, the Company had commitments to future minimum
payments under operating leases in respect of rental office premises, office
equipment and motor vehicles for each of the following periods/years as follows:
US$000
31 December 2007 172
31 December 2008 287
31 December 2009 266
31 December 2010 42
At 30 June 2007, the Company had no long-term debt or capital lease obligations.
In Q4 2006 the Company contracted the SeaDrill 5 jack-up drilling rig for 136
days during 2007 for Indonesian operations at a gross cost of US$26,286,000. The
gross obligation existed at 30 June 2007 and Serica's net share of these costs
will depend on the exact split of the proposed drilling programmes but following
the farm-out of a 45% interest in Biliton and current paying interests in the
Glagah Kambuna TAC, this is expected to be approximately US$11,100,000. Although
these arrangements have changed post the period end the obligation to be
incurred will be similar to that noted above. On 12 July 2007, Serica was
informed by the rig owners that the SeaDrill 5 had suffered damage on its
previous location and would no longer be available to drill the Biliton and
Kambuna wells as previously planned. Serica immediately tendered for a
replacement jack-up rig and has now issued a Letter of Intent to Global Santa Fe
for the use of either the GSF 136 or the GSF Parameswara to drill the Biliton
and Kambuna wells starting in the fourth quarter of this year (see Note 7 to the
Financial Statements).
In Q1 2007 the Company contracted the Sedco 704 semi-submersible drilling rig
for UK operations, specifically the Columbus appraisal wells. The gross
obligation under the contract is for 94 days which equates to a value of
US$32,200,000, of which Serica's share is expected to be 50%, depending upon the
work programme finally agreed with the Company's co-venturers.
In the absence of revenues generated from oil and gas production, Serica will
continue to utilise existing financial resources together with financing
available through the recently arranged US$100 million senior secured debt
facility, to fund its investment programme and ongoing operations.
This facility provides Serica with funds to develop the Company's interests in
the Kambuna and Columbus fields, both of which are operated by Serica, and
contribute to Serica's share of drilling costs for appraisal of the Bream oil
discovery in the Norwegian North Sea, planned for early 2008.
Off-balance Sheet Arrangements
The Company has not entered into any off-balance sheet transactions or
arrangements.
Critical Accounting Estimates
The Company's principal accounting policies are detailed in note 2 to the
attached financial statements. International Financial Reporting Standards have
been adopted. The cost of exploring for and developing petroleum and natural gas
reserves are capitalised. Unproved properties are subject to periodic
impairment tests whilst the costs of proved properties are depleted over the
life of such producing fields. In each case, calculations are based upon
management assumptions about future outcomes, product prices and performance.
Financial Instruments
The Group's financial instruments comprise cash and cash equivalents, accounts
payable and accounts receivable. It is the management's opinion that the Group
is not exposed to significant currency, interest or credit risks arising from
its financial instruments other than as discussed below:
Serica has exposure to interest rate fluctuations; given the level of
expenditure plans over 2007/8 this is managed in the short-term through
selecting treasury deposit periods of one to six months. Cash and treasury
credit risks are mitigated through spreading the placement of funds over a range
of institutions each carrying acceptable published credit ratings to minimise
counterparty risk.
Where Serica operates joint ventures on behalf of partners it seeks to recover
the appropriate share of costs from these third parties. The majority of
partners in these ventures are well established oil and gas companies. In the
event of non payment, operating agreements typically provide recourse through
increased venture shares.
It is the management's opinion that the fair value of its financial instruments
approximate to their carrying values, unless otherwise noted.
Share Options
As at 30 June 2007, the following director and employee share options were
outstanding: -
Expiry Date Amount Exercise cost
Cdn$
Share options Jun 2008 400,000 720,000
Feb 2009 247,499 494,998
May 2009 100,000 200,000
Dec 2009 275,000 275,000
Jan 2010 600,000 600,000
Jun 2010 1,100,000 1,980,000
Exercise cost
£
Nov 2010 561,000 544,170
Jan 2011 1,275,000 1,319,625
May 2011 180,000 172,800
June 2011 270,000 259,200
Nov 2011 120,000 134,400
Jan 2012 1,056,000 1,077,120
May 2012 405,000 421,200
Business Risk and Uncertainties
Serica, like all exploration companies in the oil and gas industry, operates in
an environment subject to inherent risks. Many of these risks are beyond the
ability of a company to control, particularly those associated with the
exploring for and developing of economic quantities of hydrocarbons: volatile
commodity prices; governmental regulations; and environmental matters.
Disclosure Controls and Procedures and Internal Controls over Financial
Reporting
Serica's management, including the Chief Executive Officer and Chief Financial
Officer, has reviewed and evaluated the effectiveness of the Company's
disclosure controls and procedures in accordance with Multilateral Instrument
52-109 and Canadian securities regulations as of 30 June 2007. Management has
concluded that, as of 30 June 2007, the disclosure controls and procedures were
effective to provide reasonable assurance that material information relating to
the Company and its consolidated subsidiaries would be made known to them by
others within those entities, particularly during the period in which this
report was being prepared.
Management has designed internal controls over financial reporting to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
IFRS. There have been no changes in the Company's internal controls over
financial reporting during the period that have materially affected, or are
reasonably likely to materially affect, the Company's internal controls over
financial reporting.
Nature and Continuance of Operations
The principal activity of the Company is to identify, acquire and subsequently
exploit oil and gas reserves primarily in Asia and Europe.
The Company's financial statements have been prepared with the assumption that
the Company will be able to realise its assets and discharge its liabilities in
the normal course of business rather than through a process of forced
liquidation. The Company currently has no operating revenues and, during the
three month period ended 30 June 2007, the Company incurred losses of US$1.6
million from continuing operations. At 30 June 2007, the Company held cash and
cash equivalents of US$56.6 million.
Outstanding Share Capital
As at 3 August 2007, the Company had 151,647,657 ordinary shares issued and
outstanding.
Additional Information
Additional information relating to Serica can be found on the Company's website
at www.serica-energy.com and on SEDAR at www.sedar.com
Approved on Behalf of the Board
Paul Ellis Christopher Hearne
Chief Executive Officer Finance Director
7 August 2007
Forward Looking Statements
This disclosure contains certain forward looking statements that involve
substantial known and unknown risks and uncertainties, some of which are beyond
Serica Energy plc's control, including: the impact of general economic
conditions where Serica Energy plc operates, industry conditions, changes in
laws and regulations including the adoption of new environmental laws and
regulations and changes in how they are interpreted and enforced, increased
competition, the lack of availability of qualified personnel or management,
fluctuations in foreign exchange or interest rates, stock market volatility and
market valuations of companies with respect to announced transactions and the
final valuations thereof, and obtaining required approvals of regulatory
authorities. Serica Energy plc's actual results, performance or achievement
could differ materially from those expressed in, or implied by, these forward
looking statements and, accordingly, no assurances can be given that any of the
events anticipated by the forward looking statements will transpire or occur, or
if any of them do so, what benefits, including the amount of proceeds, that
Serica Energy plc will derive therefrom.
The TSX Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release.
To receive Company news releases via email, please contact kelly@chfir.com and
specify 'Serica press releases' in the subject line.
Serica Energy plc
Group Income Statement
Unaudited Three Three Six Six
months months months months
ended ended ended ended
30 June 30 June 30 June 30 June
2007 2006 (1) 2007 2006 (1)
Notes US$000 US$000 US$000 US$000
Sales revenue - 36 - 61
Cost of sales - - - -
Gross profit - 36 - 61
Administrative expenses (1,722) (1,343) (3,568) (2,665)
Foreign exchange (loss)/gain (36) 890 (21) 842
Pre-licence costs (124) (414) (225) (574)
Share-based payments (470) (533) (969) (969)
Change in fair value of share warrants - (682) - 1,154
Depreciation, depletion & amortisation (26) (18) (52) (28)
Operating loss before finance
revenue and tax (2,378) (2,064) (4,835) (2,179)
Profit on disposal 7 - 2,187 - 2,187
Finance revenue 791 1,210 1,653 2,362
(Loss)/profit before taxation (1,587) 1,333 (3,182) 2,370
Taxation credit for the period - 506 - 506
(Loss)/profit for the period (1,587) 1,839 (3,182) 2,876
Earnings per ordinary share (US$):
Basic and diluted loss per share (0.01) - (0.02) -
Basic earnings per ordinary share - 0.01 - 0.02
Diluted earnings per ordinary share - 0.01 - 0.02
(1) As restated - See note 9
Serica Energy plc
Consolidated Balance Sheet
30 June 31 March 31 Dec 30 June
2007 2007 2006 2006 (1)
US$000 US$000 US$000 US$000
Notes (Unaudited) (Unaudited) (Audited) (Unaudited)
Non-current assets
Intangible exploration assets 58,470 45,738 40,681 28,102
Property, plant and equipment 327 316 342 304
Goodwill 1,200 1,200 1,200 1,877
Other receivables 527 668 351 2,003
60,524 47,922 42,574 32,286
Current assets
Inventories 6,438 6,785 6,785 681
Trade and other receivables 7,147 11,369 30,903 6,241
Cash and cash equivalents 56,622 72,175 77,306 102,430
70,207 90,329 114,994 109,352
TOTAL ASSETS 130,731 138,251 157,568 141,638
Current liabilities
Trade and other payables (4,413) (11,864) (30,619) (8,164)
Non-current liabilities
Deferred income tax liabilities (955) (955) (955) (1,631)
TOTAL LIABILITIES (5,368) (12,819) (31,574) (9,795)
NET ASSETS 125,363 125,432 125,994 131,843
Share capital 4 158,871 157,817 157,283 151,119
Other reserves 12,730 12,266 11,767 6,529
Accumulated deficit (46,238) (44,651) (43,056) (25,805)
TOTAL EQUITY 125,363 125,432 125,994 131,843
(1) As restated - See note 9
Serica Energy plc
Statement of Changes in Equity
For the period ended 30 June 2007
Group Share Other
capital reserves Deficit Total
US$000 US$000 US$000 US$000
At 1 January 2007 (audited) 157,283 11,767 (43,056) 125,994
Conversion of options 534 - - 534
Share-based payments - 499 - 499
Loss for the period - - (1,595) (1,595)
At 31 March 2007 (unaudited) 157,817 12,266 (44,651) 125,432
Conversion of options 1,054 - - 1,054
Share-based payments - 464 - 464
Loss for the period - - (1,587) (1,587)
At 30 June 2007 (unaudited) 158,871 12,730 (46,238) 125,363
Group Share Other
capital reserves Deficit Total
US$000 US$000 US$000 US$000
At 1 January 2006 (audited) 148,745 4,153 (28,681) 124,217
Conversion of warrants 119 - - 119
Share-based payments - 436 - 436
Profit for the period - - 1,037 1,037
Fair value of warrants converted - 70 - 70
At 31 March 2006 (unaudited) 148,864 4,659 (27,644) 125,879
Conversion of warrants 2,282 - - 2,282
Share issue costs (27) - - (27)
Share-based payments - 533 - 533
Profit for the period - - 1,839 1,839
Fair value of warrants converted - 1,337 - 1,337
At 30 June 2006 (unaudited) (1) 151,119 6,529 (25,805) 131,843
(1) As restated - See note 9
Serica Energy plc
Consolidated Cash Flow Statement
Unaudited Three Three Six Six month
months months months months
ended ended ended ended
30 June 30 June 30 June 30 June
2007 2006 2007 2006
US$000 US$000 US$000 US$000
Cash flows from operating activities:
Operating loss (2,378) (2,064) (4,835) (2,179)
Adjustments for:
Depreciation, depletion and amortisation 26 18 52 28
Fair value of share warrants - 682 - (1,154)
Share-based payments 470 533 969 969
Changes in working capital (58) (1,011) (5,036) (4,334)
Cash generated from operations (1,940) (1,842) (8,850) (6,670)
Taxes received - - - 34
Net cash flow from operations (1,940) (1,842) (8,850) (6,636)
Cash flows from investing activities:
Disposals - Cash disposed - (51) - (51)
Interest received 811 1,210 1,673 2,362
Proceeds from disposals - - 5,000 -
Purchases of property, plant & equipment (37) (8) (37) (306)
Purchase of intangible exploration assets (14,387) (4,235) (19,004) (5,063)
Net cash used in investing (13,613) (3,084) (12,368) (3,058)
Cash proceeds from financing activities:
Proceeds on exercise of warrants/options - 2,255 534 2,374
Net cash from financing activities - 2,255 534 2,374
Cash and cash equivalents
Net decrease in period (15,553) (2,671) (20,684) (7,320)
Amount at start of period 72,175 105,101 77,306 109,750
Amount at end of period 56,622 102,430 56,622 102,430
Serica Energy plc
Notes to the Unaudited Consolidated Financial Statements
1. Corporate information
The interim condensed consolidated financial statements of the Group for the six
months ended 30 June 2007 were authorised for issue in accordance with a
resolution of the directors on 7 August 2007.
Serica Energy plc is a public limited company incorporated and domiciled in
England & Wales. The Company's ordinary shares are traded on AIM and the TSX
Venture Exchange. The principal activity of the Company is to identify, acquire
and exploit oil and gas reserves.
2. Basis of preparation and accounting policies
Basis of Preparation
The interim condensed consolidated financial statements for the six months ended
30 June 2007 have been prepared in accordance with IAS 34 Interim Financial
Reporting.
These unaudited interim consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting Standards
following the same accounting policies and methods of computation as the
consolidated financial statements for the year ended 31 December 2006. These
unaudited interim consolidated financial statements do not include all the
information and footnotes required by generally accepted accounting principles
for annual financial statements and therefore should be read in conjunction with
the consolidated financial statements and the notes thereto in the Serica Energy
plc annual report for the year ended 31 December 2006.
Significant accounting policies
The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year ended 31
December 2006, except for the adoption of the following new standards and
interpretations, noted below,
IFRIC 9 'Reassessment of Embedded Derivatives';
IFRIC 10 'Interim Financial reporting and Impairment'.
The adoption of these did not affect the Group's results of operations or
financial position.
The financial statements are unaudited but have been reviewed by Ernst & Young
LLP and their report is set out below.
The Group financial statements are presented in US dollars and all values are
rounded to the nearest thousand dollars (US$000) except when otherwise
indicated.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries Serica Energy Corporation, Serica Energy Holdings
B.V., Asia Petroleum Development Limited, Petroleum Development Associates
(Asia) Limited, Serica Energia Iberica S.L., Firstearl Limited, Serica Energy
(UK) Limited, PDA Lematang Limited, APD (Asahan) Limited, APD (Biliton) Limited,
APD (Glagah Kambuna) Limited and Serica Energy Pte Limited, Serica Kutei B.V.,
Serica Nam Con Son B.V. and Serica Norge AS. Together, these comprise the
'Group'.
All inter-company balances and transactions have been eliminated upon
consolidation.
3. Segmental Information
The primary segment reporting format is determined to be geographical segments
and they are based on the location of the Group's assets. The Group has only one
business segment, that of oil & gas exploration.
The following tables present revenue and profit information regarding the
Group's geographical segments for the six months ended 30 June 2007 and 2006.
Six months ended 30 June 2007 Indonesia UK Spain Total
US$000 US$000 US$000 US$000
Revenue - - - -
Net income/(loss) (674) (2,401) (107) (3,182)
Six months ended 30 June 2006 Indonesia UK Spain Total
US$000 US$000 US$000 US$000
Revenue 61 - - 61
Net income/(loss) 2,433 499 (56) 2,876
4. Equity Share Capital
30 June 30 June 31 December 31 December
2007 2007 2006 2006
Number US$000 Number US$000
Authorised:
Ordinary shares of US$0.10 200,000,000 20,000 200,000,000 20,000
Ordinary 'A' share of £50,000 1 90 1 90
200,000,001 20,090 200,000,001 20,090
On incorporation, the authorised share capital of the Company was £50,000 and
US$20,000,000 divided into one 'A' share of £50,000 and 200,000,000 ordinary
shares of US$0.10 each, two of which were issued credited as fully paid to the
subscribers to the Company's memorandum of association.
The balance classified as total share capital includes the total net proceeds
(both nominal value and share premium) on issue of the Group and Company's
equity share capital, comprising US$0.10 ordinary shares.
Allotted, issued and fully paid: Share Share Total
capital premium Share capital
Group Number US$000 US$000 US$000
At 1 January 2007 150,537,956 15,144 142,139 157,283
Options exercised (1) 493,334 49 485 534
As at 31 March 2007 151,031,290 15,193 142,624 157,817
Options exercised (2) 616,667 62 992 1,054
As at 30 June 2007 151,647,957 15,255 143,616 158,871
(1) From 1 January 2007 until 31 March 2007, 493,334 share options were
converted to ordinary shares at prices ranging from Cdn$1.11 to Cdn$2.00.
(2) From 1 April 2007 until 30 June 2007, 616,667 share options were converted
to ordinary shares at prices ranging from Cdn$1.00 to Cdn$2.00.
5. Share-Based Payments
Share Option Plans
Following a reorganisation (the 'Reorganisation') in 2005, the Company
established an option plan (the 'Serica 2005 Option Plan') to replace the Serica
Energy Corporation Share Option Plan (the 'SEC Share Option Plan').
Serica Energy Corporation ('Serica BVI') was previously the holding company of
the Group but, following the Reorganisation, is now a wholly owned subsidiary of
the Company. Prior to the Reorganisation, Serica BVI issued options under its
option plan (the 'Serica BVI Option Plan') and, following the Reorganisation,
the Company has agreed to issue ordinary shares to holders of Serica BVI options
already awarded upon exercise of such options in place of the shares in Serica
BVI to which they would be entitled. There are currently options outstanding
under the Serica BVI Option Plan entitling holders to acquire up to an aggregate
of 2,722,499 ordinary shares of the Company. No further options will be granted
under the Serica BVI Option Plan.
The Company has granted 4,122,000 options under the Serica 2005 Option Plan,
3,867,000 of which are currently outstanding. The Serica 2005 Option Plan will
govern all future grants of options by the Company to Directors, officers, key
employees and certain consultants of the Group.
The Serica 2005 Option Plan is comprised of two parts, the basic share option
plan and a part which constitutes an Enterprise Management Incentive Plan ('EMI
Plan') under rules set out by the H.M. Revenue & Customs in the United Kingdom.
Options granted under the Serica 2005 Option Plan can be granted, at the
discretion of the Board, under one or other of the two parts but, apart from
certain tax benefits which can accrue to the Company and its UK employees if
options are granted under the part relating to the EMI Plan meeting the
conditions of that part of the Serica 2005 Option Plan, all other terms under
which options can be awarded under either part are substantially identical.
The Directors intend that the maximum number of ordinary shares which may be
utilised pursuant to the Serica 2005 Option Plan will not exceed 10 per cent. of
the issued ordinary shares of the Company from time to time, in line with the
recommendations of the Association of British Insurers.
In December 2005, 330,000 options were awarded to executive directors
exercisable only if certain performance targets are met. 110,000 of these were
cancelled during Q2 2007. The Company calculates the value of share-based
compensation using a Black-Scholes option pricing model (or other appropriate
model for those Directors' options subject to certain market conditions) to
estimate the fair value of share options at the date of grant. The estimated
fair value of options is amortised to expense over the options' vesting period.
US$470,000 has been charged to the income statement in the period ended 30 June
2007 and a similar amount credited to other reserves.
The assumptions made for the options granted during 2005, 2006 and 2007 include
a weighted average risk-free interest rate of 6%, no dividend yield and a
weighted average expected life of options of three years. The volatility factor
of expected market price of 50% used for options granted during 2005 and 2006
was reduced to 40% for options granted in 2007.
The following table illustrates the number and weighted average exercise prices
(WAEP) of, and movements in, share options during the period:
Number WAEP Cdn$
Serica BVI Option Plan
Outstanding at 31 December 2006 3,975,833 1.57
Exercised during the period (493,334) 1.26
Cancelled during the period (60,000) 2.00
Outstanding at 31 March 2007 3,422,499 1.61
Exercised during the period (616,667) 1.83
Cancelled during the period (83,333) 1.36
Outstanding at 30 June 2007 2,722,499 1.57
Serica 2005 Option Plan £
Outstanding at 31 December 2006 2,516,000 1.01
Granted during the period 1,056,000 1.02
Outstanding at 31 March 2007 3,572,000 1.01
Granted during the period 405,000 1.04
Cancelled during the period (110,000) (0.97)
Outstanding at 30 June 2007 3,867,000 1.01
6. Taxation
The major components of income tax in the consolidated income statement are:
For the six months ended 30 June
2007 2006
US$000 US$000
Current income tax charge Nil Nil
Deferred income tax credit Nil 506
In 2006, the book gain on sale of the Lematang PSC is sheltered from tax by
historic costs not reflected in the book value, indexation, and current UK tax
losses elsewhere in the group. The 2006 deferred tax credit arises from the
release of the deferred tax liability attached to the Lematang PSC.
7. Subsequent Events
On 18 July 2007, Serica obtained a commitment from JPMorgan Chase Bank, N.A. and
The Governor and Company of the Bank of Scotland to enter into a US$100 million
senior secured debt facility. The facility is subject to legal documentation and
fulfillment of standard terms and conditions for a debt financing of this
nature, including the approval of gas sales arrangements.
The facility, which will have a term of twelve months, with the Company having
an option to extend for a further six months, will be used to fund appraisal and
development expenditures for the Kambuna field in Indonesia and the Columbus
field in the UK North Sea as well as for Norwegian appraisal expenditure and
general corporate purposes.
On 12 July 2007, Serica was informed by the rig owners that the SeaDrill 5 had
suffered damage on its previous location and would no longer be available to
drill the Biliton and Kambuna wells as previously planned. Serica immediately
tendered for a replacement jack-up rig and has now issued a Letter of Intent to
Global Santa Fe for the use of either the GSF 136 or the GSF Parameswara to
drill the Biliton and Kambuna wells starting in the fourth quarter of this year.
8. Publication of Non-Statutory Accounts
The financial information contained in this interim statement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985. The financial information for the full preceding year is based on the
statutory accounts for the financial year ended 31 December 2006. Those
accounts, upon which the auditors issued an unqualified opinion, have been
delivered to the Registrar of Companies.
This interim statement will be made available at the Company's registered office
at 52 Bedford Row, London WC1R 4LR and on its website at www.serica-energy.com
and on SEDAR at www.sedar.com
9. Retrospective Restatement
In the 2006 Annual Report, the prior year income statement and balance sheet
have been adjusted to reflect differences in accounting for share warrants that
were outstanding at 31 December 2005 as a liability, carried at fair value.
Previously the warrants were considered to qualify for treatment as equity under
IAS 32 Financial Instruments: Presentation. However, precedents now available
indicate that, because the conversion proceeds were denominated in Can$, and the
company's functional currency is US$, these instruments should have been treated
more appropriately as a liability for the period the warrants remained
outstanding, with an income statement charge/credit made to reflect the movement
in the fair value of the warrants in each relevant period. All warrants were
exercised during 2006. The effect of this non cash adjustment on the Group
Income statement, Loss per Ordinary Share, Group and Company Balance Sheets, and
Group and Company Statements of Changes in Equity is detailed in Note 30 of the
2006 Annual Report.
The impact of this retrospective restatement on the Q1 and Q2 2006 comparatives
in this Q2 2007 Report is set out below:
Effect on Group Income Statement and Summary of Quarterly Results in Managements Discussion and Analysis
(Loss)/profit for the quarter
Quarter ended: 31 Mar 30 Jun
2006
(Loss)/profit for the quarter previously reported (US$000) (799) 2,521
Change in fair value of warrants (US$000) 1,836 (682)
Profit for the quarter restated (US$000) 1,037 1,839
(Loss)/earnings per share
2006
Basic and diluted loss per share previously reported (US$) (0.01) -
Basic and diluted earnings per share previously reported (US$) - 0.02
Change in fair value of warrants (US$) 0.02 (0.01)
Basic and diluted earnings per share as restated (US$) 0.01 0.01
Effect on Group Balance Sheet 30 June
2006
US$000
Total liabilities as previously reported (5,506)
Fair value of warrants (4,289)
Total liabilities as restated (9,795)
Effect on Statement of Changes in Equity
Other Accumulated
Reserves Deficit Total
US$000 US$000 US$000
Group
As at 30 June 2006 previously reported 2,238 (17,225) (14,987)
Fair value of warrants 4,291 (8,580) (4,289)
As at 30 June 2006 as restated 6,529 (25,805) (19,276)
Independent Review Report to Serica Energy plc
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 30 June 2007 which comprises the Consolidated Income
Statement, Consolidated Balance Sheet, Consolidated Statement of Changes in
Equity, Consolidated Cash Flow Statement, and the related notes 1 to 9. We have
read the other information contained in the interim report and considered
whether it contains any apparent misstatements or material inconsistencies with
the financial information.
This report is made solely to the Company having regard to guidance contained in
Bulletin 1999/4 'Review of interim financial information' issued by the Auditing
Practices Board. To the fullest extent permitted by the law, we do not accept or
assume responsibility to anyone other than the Company, for our work, for this
report, or for the conclusions we have formed.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report as required by the AIM Rules
issued by the London Stock Exchange.
Review work performed
We conducted our review having regard to the guidance contained in Bulletin 1999
/4 'Review of interim financial information' issued by the Auditing Practices
Board for use in the United Kingdom. A review consists principally of making
enquiries of group management and applying analytical procedures to the
financial information and underlying financial data, and based thereon,
assessing whether the accounting policies and presentation have been
consistently applied, unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities and
transactions. It is substantially less in scope than an audit performed in
accordance with International Standards on Auditing (UK and Ireland) and
therefore provides a lower level of assurance than an audit. Accordingly we do
not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2007.
Ernst & Young LLP
London
7 August 2007
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