Q3 2012 Results

RNS Number : 0490R
Serica Energy plc
14 November 2012
 



Serica Energy plc

("Serica" or the "Company")

 

Q3 2012 Results

 

London, 14 November 2012 - Serica Energy plc (TSX & AIM: SQZ) announces its financial results for the three and nine months ending 30 September 2012. The results and associated Management Discussion and Analysis are included below and copies are available at www.serica-energy.com and www.sedar.com.

 

Highlights:

 

Serica has continued to make good progress in developing its portfolio during the third quarter and subsequent period to date:

 

The Company:

 

reached agreement to farm-out its interests in the Moroccan offshore blocks Foum Draa and Sidi Moussa to Cairn Energy and Genel Energy respectively, with potential for drilling in 2013

 

completed the largest single continuous offshore 3D seismic survey in Namibia with excellent quality results, processing of data is now underway

 

received DECC notice that it is content with Columbus Development Plan and that, subject to certain standard conditions, the Secretary of State is minded to issue consent to the plan

 

completed the farm-out of its 100% interest in UK North Sea Block 22/19c to JX Nippon

 

commenced the farm out process for its blocks in the Irish Rockall Basin containing the largeMuckish prospect

 

ended the quarter with no debt and US$25.1 million unrestricted cash balance

 

Forward prospects:

 

Serica has valuable properties in the UK, Norway, offshore Ireland and offshore West Africa and has received a number of proposals relating to these assets. Whilst Serica's focus is on building and realising the full potential of its business for the benefit of shareholders, the Company is carefully and objectively in line with its previously stated strategy and in the normal course of business, evaluating all proposals which might provide a means of accelerating the value of the Company's assets and enhancing shareholder value whilst also preserving the unrealised upside for future growth.

 

Tony Craven Walker, Chairman and Interim CEO of Serica commented:

 

"Serica has continued to make strong progress throughout Q3 both operationally and through our active asset management programme, which has led to a number of commercial opportunities and transactions. In the year to-date we have reached farm-out agreements with a number of high quality partners, resulting in benefits to Serica of approximately US$40 million.

 

We continue to focus on unlocking the value of the portfolio and realising the potential of the business for shareholders. We recently received support from DECC over Serica's Development Plan for the Columbus field, subject to certain standard conditions. This support is a major part of the sanction process for the field and enables the Company to proceed with the evaluation of financing alternatives.

 

Another important milestone for the Company was the successful completion of a 4,180 km2 3D seismic survey in our Luderitz Basin block, offshore Namibia. The data is of exceptional quality and will allow us to gain further insight into this largely unexplored basin.

 

The good progress achieved in developing the Company's portfolio and accelerating the value of individual properties places the Company in an increasingly strong position to grow its asset base for the benefit of shareholders.  Serica is evaluating a number of opportunities to crystallise further value for shareholders." 

 

 

Enquiries:

 

Serica Energy plc



Tony Craven Walker, Chairman

tony.cravenwalker@serica-energy.com

+44 (0)20 7487 7300

Peter Sadler, Business

Development Director

 

peter.sadler@serica-energy.com

 

+44 (0)20 7487 7300

Chris Hearne, CFO

chris.hearne@serica-energy.com

+44 (0)20 7487 7300




J.P.Morgan Cazenove



Michael Wentworth Stanley

michael.wentworthstanley@jpmorgancazenove.com

+44 (0)20 7588 2828




RBC Capital Markets



Matthew Coakes

matthew.coakes@rbccm.com

+44 (0)20 7653 4871




College Hill



Matthew Tyler

matthew.tyler@collegehill.com

+44 (0)20 7457 2020

Catherine Wickman

catherine.wickman@collegehill.com

+44 (0)20 7457 2020

Alexandra Roper

alexandra.roper@collegehill.com

+44 (0)20 7457 2020

 

The technical information contained in the announcement has been reviewed and approved by Peter Sadler, Business Development Director of Serica Energy plc. Peter Sadler is a qualified Petroleum Engineer (MSc Imperial College, London, 1982) and has been a member of the Society of Petroleum Engineers since 1981.

 

 

NOTES TO EDITORS

 

Serica Energy was formed in 2004 and, since then, has drilled in locations as diverse as the UK Offshore, the Atlantic margin offshore Ireland, offshore Indonesia (North West Sumatra, East Kalimantan and Java) and offshore Vietnam.  Seventeen wells were drilled by the Company as Operator, fourteen of the wells encountered oil or gas and six of these were commercial.  The first of the commercial discoveries, the Kambuna field in North West Sumatra, was developed by the Company.  The second, the Columbus field in the UK North Sea, is now in the pre-development stage with project sanction pending. The Company also has a residual economic interest in the Bream oil field offshore Norway, which will be crystallised when the field is developed, and licence interests offshore Ireland, Morocco and Namibia.

 

The Company is listed on both the Toronto Stock Exchange and the London AIM under the ticker SQZ. 

 

To receive Company news releases via email, please contact serica@collegehill.com and specify "Serica press releases" in the subject line.

 

 

 

 



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: geological, geophysical and technical risk, 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.



MANAGEMENT'S DISCUSSION AND ANALYSIS

                                                                                                            

The following management discussion and analysis ("MD&A") of the financial and operational results of Serica Energy plc ("Serica") and its subsidiaries (together the "Group") contains information up to and including 13 November 2012 and should be read in conjunction with the attached unaudited interim consolidated financial statements for the period ended 30 September 2012, which have been prepared by and are the responsibility of the Company's management and have not 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.

 

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").

 

 

OVERVIEW - QUARTER ENDED 30 SEPTEMBER 2012

 

Highlights

 

Serica has continued to advance throughout the third quarter both operationally and through active asset management leading to a number of commercial transactions.

 

During the third quarter and subsequently to-date, the Company:

 

·      Reached agreements to farm-out two offshore blocks in Morocco for the drilling of two deep water wells.

·      Completed the largest single continuous offshore 3D survey in Namibia as operator with excellent quality results.  Processing of the data is now underway.

 

·      Reached agreement to farm-out one block in the North Sea.

 

·      Participated in the drilling of the Spaniards East well to test the potential of the Spaniards discovery. The well encountered Jurassic sands but these were water bearing.

 

·      Commenced the farm-out process for its blocks in the Irish Rockall Basin which includes the Muckish prospect.

The Company has also recently received notice from the Department of Energy & Climate Change ("DECC") that the Department is content with the Development Plan submitted by Serica for the Columbus field and that, subject to certain conditions, the Secretary of State is minded to issue consent for the development and production of the field in accordance with that plan.  This support from DECC is a major part of the sanction process for the field, has been received in the time expected and enables the Company to proceed with the evaluation of financing alternatives.

 

The good progress achieved in developing the Company's portfolio and accelerating the value of individual properties, which continued throughout the quarter, places the Company in an increasingly strong position to grow its asset base for the benefit of shareholders.  The Company is evaluating a number of opportunities to crystallise further value for shareholders.  In addition to the farm-out process which has now commenced in relation to the Company's Rockall Basin blocks in Ireland discussions are taking place which could lead to a farm-out of the Company's interest in the Doyle prospect in the East Irish Sea.  The Company is also evaluating opportunities to accelerate value in relation, in particular, to its interest in the Columbus field.

 

Financial

 

Serica is committed to careful and prudent management of its financial resources.  Coupled with the Company's programme of selected asset management this has enabled the Company to contain expenditures whilst adding material value to its underlying assets.

 

·      The Company ended the third quarter with no debt and an unrestricted cash balance of US$25.1 million.

·      Farm-out agreements reached during the year to-date have brought resultant benefits to Serica in the form of capital carries for the Company's retained interests totalling approximately US$40 million.

 

·      The cash balances, combined with the benefits of the successful farm-outs, provide adequate resources to meet the Company's near and medium term exploration commitments, including the recent Spaniards East well where Serica is contributing 30% of the drilling cost, expected to amount to approximately US$7 million.

 

·      Evaluation of financing alternatives for the Company's interest in the Columbus field development continues in parallel with the sanctions process.  The Company expects to extend its currently undrawn US$50 million facility and is reviewing options open to the Company for the provision of alternative debt finance to supplement capital requirements.

 

·      During the third quarter the Kambuna field contributed sales revenue of US$3.5 million net to Serica.

 

Operations

 

The following gives chronological highlights of operational and asset management events during the third quarter and subsequently to-date.

 

·      On 23 August, Serica announced an agreement to farm-out its interest in the Sidi Moussa block offshore Morocco to Genel Energy in consideration for a US$433,000 contribution to Serica's past costs and the funding of a well up to a gross cap of US$50 million.  Serica retains a 5% working interest in the block.

·      On 23 August, Premier Oil, a participant in the Bream offshore oil field in Norway, reported that the Bream project is expected to be submitted for government approval in the second half of the year and that a number of contracts are under tender for the facilities and drilling programme.  The actual timing is uncertain but Serica has a significant economic interest in the Bream field and is due a substantial payment on commencement of production.

 

·      On 28 August, Serica announced an agreement to farm-out its interest in the Foum Draa block offshore Morocco to Cairn Energy in consideration for a US$500,000 contribution to Serica's past costs and the funding of a well up to a gross cap of US$60 million.  Serica retains an 8.33% working interest in the block.  Taken together with the Sidi Moussa farm-out this substantially removes downside cost and risk to Serica shareholders whilst retaining meaningful interests in two deep water wells to be drilled in a new exploration area which shows great promise.  Subject to rig availability the wells are likely to be drilled in late 2013 or early 2014.

 

·      On 18 September, Serica announced an agreement to farm-out its interest in North Sea block 22/19c to JX Nippon in consideration for a payment to Serica of US$250,000 and a carry of Serica's 15% retained share of all future costs associated with the block including, at JX Nippon's discretion, the drilling of an exploration well to the Jurassic or deeper.  The transaction was given DECC approval and completed on 22 October.

 

·      On 1 October, Serica announced that it had successfully completed a 4,180 square kilometre 3D seismic survey in its Luderitz Basin blocks, offshore Namibia.  The full costs of this survey were met by BP under a farm-out agreement which was announced earlier in the year.  Processing of the extensive information acquired, which is of excellent quality, has commenced.  Serica has a 55% working interest in these blocks.

 

·      On 2 October, notice was received from DECC that the Department is content with the Development Plan for the Columbus field and that, subject to certain standard conditions (including the completion of funding arrangements for the project), the Secretary of State is minded to issue consent for the development and production of the Columbus field in accordance with that plan.

 

·      On 2 October, BG as Operator for the Lomond Bridge Linked Platform ("BLP"), issued invitations to tender in respect of the BLP.  The tenders are a requirement for the BLP sanction process.  The BLP is the main export route for gas and gas condensate production from the Columbus field.

 

·      On 15 October, Serica announced the commencement of drilling on the Spaniards East well 15/21a-60 to appraise the area adjacent to the Spaniards oil discovery in the central North Sea in which the Company has a 21% interest. In November it was announced the well reached a total depth of 10,694 feet and was plugged and abandoned. The well, operated by Premier Oil, encountered 75 feet of Jurassic sands but these were interpreted to be water bearing.

 

·      On 2 November, Serica announced that it had allotted six million new ordinary shares of Serica to National Petroleum Corporation of Namibia (Pty) Limited ("NAMCOR").  The share issue, which was subject to ministerial consents in Namibia, is the outstanding signature payment due to NAMCOR following the award of the Luderitz Basin licences to Serica earlier in the year.  Following the allotment, NAMCOR holds approximately 3.3% of Serica's issued share capital.

Management

·      On 5 September, Serica announced that Mitch Flegg, Serica's Chief Operating Officer, became an Executive Director of the Company. Mitch has been Chief Operating Officer for Serica since March 2011.

 

 

Forward Prospects

 

Serica has valuable properties in the UK, Norway, offshore Ireland and offshore West Africa and has received a number of proposals relating to these assets.  Whilst Serica's focus is on building and realising the full potential of its business for the benefit of shareholders, the Company is carefully and objectively, in line with its previously stated strategy and in the normal course of business, evaluating all proposals which might provide a means of accelerating the value of the Company's assets and enhancing shareholder value whilst also preserving the unrealised upside for future growth.

 

In the North Sea, the Company is pleased to have received indication that project sanction is expected to be granted, subject to certain standard conditions, for the Columbus field development, which Serica operates.  The required export infrastructure is expected to be in place to enable field development to proceed as planned in 2013/14 with production to commence by mid 2015. 

 

The Company looks forward to bringing this project onto production but is also keeping under review ways of bringing forward the full value of the project for the benefit of shareholders. In parallel with ongoing discussions to secure debt finance for field development, Serica is therefore evaluating the possibility of a sale of an interest in the field and has received expressions of interest.  Such a sale, if concluded, would be consistent with the Company's strategy to optimise the value of its assets but would also provide Serica with additional funds with which to expand its business.

 

Serica is very well placed to demonstrate further the clear potential of its portfolio of properties and prospects, both in the North Sea and in emerging Atlantic margin basins, and will continue to seek ways to unlock value and build on this position. 



DETAILED OPERATIONS OVERVIEW

 

Serica is an oil and gas company with exploration and development activities based in the UK, Ireland, Namibia and Morocco, together with a production interest in the Kambuna field in Indonesia and an economic interest in an oilfield offshore Norway.

 

The Company operates a large proportion of its licences.  In the UK it is the development operator of the Columbus field.  It operates all of its East Irish Sea licences and Northern North Sea Blocks 210/19a and 210/20a.  In Namibia it is operator for its Luderitz Basin blocks where it has successfully completed one of the largest continuous 3D offshore seismic surveys in Namibia to-date.  In Morocco, pending completion of the farm-outs to Genel Energy and Cairn Energy, it is technical operator for the Foum Draa and Sidi Moussa Blocks.  In Ireland it operates twelve blocks in the Rockall Basin and three in the Slyne Basin.  This places Serica in a very strong position to unlock the value in its properties.

 

Serica's business activities are focussed in two separate hubs - the UK Offshore area, including an economic interest in the Bream field in Norway, and a substantial portfolio of properties in four distinct Atlantic margin basins.  The Company retains an interest in the producing Kambuna field in Indonesia which is nearing the end of its economic producing life.

 

Serica is positioned as a Company with no debt, a development project, near term drilling in the UK and overseas, and an expanding position in new Atlantic Margin plays offshore Europe and Africa which hold great potential. During the third quarter of 2012 the Company continued to make major steps to demonstrate the value of its oil and gas and exploration licences. 

 

SUMMARY OF LICENCE HOLDINGS

 

The following summary gives further detailed information on Serica's licence interests in which activities took place during, and subsequent to, the end of the third quarter.

 

United Kingdom

 

Central North Sea: Block 23/16f - Columbus Field Development

 

The Columbus field, containing gas rich in condensates, extends from Block 23/16f to the south into Block 23/21, operated by BG International Limited ("BG"), which includes the Lomond platform and the producing Lomond field.

 

During the first quarter of 2012 all participants in the Columbus field reached agreement on the cost and production sharing arrangements and the detailed terms to provide access for the Columbus field production through the Lomond platform and the CATS and Forties pipeline systems.  Under the cost sharing arrangements the participants in the Columbus field (other than BG) will be responsible for the drilling of two production wells, the installation of sub-sea manifolds and the laying of a pipeline to take the two-phase gas and gas-condensate stream to a new Bridge Linked Platform ("BLP") to be constructed by BG adjacent to the Lomond platform.  BG will be responsible for the construction and operation of the BLP and provide access for the Columbus field production through the BLP and Lomond facilities.  The tariff and cost sharing terms for the BLP and Lomond facilities reflect these cost sharing arrangements.  Serica will be the Operator for the Columbus field facilities with an interest of 33.2%.

 

These agreements enable the Columbus project to proceed to project sanction.  Application has been made to DECC on schedule for the grant of project sanction which will enable discussions on project financing to be completed.  In October, notice was received from DECC that the Department is content with the Development Plan for the Columbus field and that, subject to certain standard conditions (including the completion of funding arrangements for the project), the Secretary of State is minded to issue consent for the development and production of the Columbus field in accordance with that plan.  Field development is planned to be completed by the end of 2014 with field production in mid 2015 following installation of the BLP and subsequent hook-up to the Columbus sub-sea system.

 

Independent consultant Netherland, Sewell & Associates ("NSAI") carried out a reserves report on the Columbus field for the end of 2011.  This report estimated that the gross Proved plus Probable Reserves of the field are 70.6 bcf of gas and 4.9 mm bbl of liquids, a total of 16.7 mmboe. Serica holds a 50% interest in those Columbus reserves lying in Block 23/16f. After providing for reserves lying in the adjacent Block, NSAI estimates the Company's share of proved and probable reserves in the field to be 23.6 bcf of sales gas and 1.6 mmbbl of liquids, a net 5.6 mmboe to Serica.

 

Central North Sea: Block 15/21g and 15/21a (part) - Spaniards Appraisal

 

In January 2012 an agreement was finalised with the participants of Block 15/21a, which contains the Spaniards oil discovery, to combine the area of Block 15/21a covering the discovery with neighbouring Block 15/21g in which Serica had a 30% interest.  As a result of this transaction Serica has a 21% interest in the amalgamated area including the Spaniards discovery.

 

In early October the Operator, Premier Oil plc ("Premier"), spudded Spaniards East well 15/21a-60 to evaluate the down-dip potential of the Spaniards accumulation some 1.2 kilometres to the east of the discovery well. Serica is contributing a 30% share of the drilling cost of the well, with the bulk of this cost being incurred in the fourth quarter.

 

On 6 November, it was announced that the well had encountered 75 feet of Jurassic sands but these were interpreted to be water bearing from the log data and the well was, accordingly, being plugged and abandoned.  The well was drilled to a total depth of 10,694 feet.

 

Whilst a full analysis of the well results will be required before a final conclusion can be reached, the initial interpretation now indicates that the accumulation is likely to be confined to a more limited area around the original discovery well.

 

Central North Sea: Block 22/19c

 

In September 2012, Serica announced that it has reached agreement with JX Nippon Exploration and Production (U.K.) Limited ("JX Nippon") for the farm-out of UK Central North Sea Block 22/19c (Licence P.1620), in which Serica presently holds a 100% interest.   The transaction was given DECC approval and completed on 22 October. Under the agreement, JX Nippon will acquire an operated 85% interest in the licence, with Serica retaining 15%.  As consideration, JX Nippon will pay to Serica US$250,000 and carry Serica's share of all future costs associated with the licence up to and including, at JX Nippon's discretion, the drilling of an exploration well to the Jurassic or deeper.  Serica had previously participated in the drilling of the Oates, Palaeocene Forties sand prospect in 22/19c, with its costs carried by Premier. Following lack of success at Oates, Premier relinquished its interest in the licence which was retained by Serica.  It is the prospectivity of deeper, older strata which is now being pursued.

 

Northern North Sea: Blocks 210/19a and 210/20a - South Otter Prospects

 

These blocks, in which Serica has a 100% interest, are a contiguous block and part block lying immediately south of the producing Otter oilfield. A number of oil prospects have been provisionally identified at Jurassic Brent Group and Home Sand levels. Two of the Brent Group prospects are down-faulted traps and the other is a conventional Brent fault block. The fourth prospect is in a Jurassic reservoir known as the Home Sand.  Drilling of the South Otter blocks remains subject to an ongoing farm-out programme.

 

East Irish Sea: Blocks 113/26b and 113/27c - Doyle Prospect

 

Serica has a 65% operated interest in these blocks.  A gas prospect lying in the north of Block 113/27c, the Doyle prospect, has been fully matured as the result of work done in 2011 and is ready to drill. In line with its risk management policy, Serica is in substantive discussions with a view to farming out its interest in the block for transfer of operatorship and a carry on a well to test the Doyle prospect. Plans for the well to be drilled are held pending the final outcome of the UK 27th Licensing Round, with adjacent open acreage among many blocks as yet not awarded.

 

East Irish Sea: Block 110/8b

 

In December 2011, Serica was awarded a 100% interest and the operatorship of Block 110/8b. The work commitment comprises a 3D seismic reprocessing programme, planned to delineate the Darwen North gas prospect which has been identified in the block.  This work is ongoing.  The block also contains a small undeveloped oil discovery which will be re-evaluated.

 

Southern North Sea: Blocks 47/2b (Split), 47/3g (Split), 47/7 (Split) & 47/8d (Part)

 

In December 2011, Blocks 47/2b (Split), 47/3g (Split), 47/7 (Split) & 47/8d (Part) in the Southern North Sea were offered under a single licence to a group in which Serica has a 37.5% interest. Centrica is the Operator for the group. These blocks are contiguous part blocks immediately adjacent to the York field, also operated by Centrica.

 

A number of gas prospects, including a possible extension to North York, have been identified on the blocks at both the Leman (Permian) and Namurian (Carboniferous) levels. The work obligation comprises a 3D seismic acquisition survey and reprocessing of existing seismic data.  The 3D seismic survey is planned to be undertaken by the partnership in 2013.

 

 

Norway

 

Serica holds a significant economic interest in the Bream oil field in Norway as the result of the sale, in 2008, of its original 20% interest in the field for a deferred consideration payable upon commencement of production from the field.  The field operator announced plans in the second quarter for the drilling of up to seven development wells to commence in the fourth quarter of 2013 and last for about 13 months.  It has recently been reconfirmed by a field participant that contracts are under tender for the facilities and wells ahead of formal project sanction however, the actual timing of development is uncertain.

 

 

Ireland

 

Rockall Basin: Blocks 5/17, 5/18, 5/22, 5/23, 5/27, and 5/28 - Muckish Prospects

and Blocks 11/5, 11/10, 11/15, 12/1, 12/6 and 12/11(part) - Midleton and West Midleton Prospects

 

Serica holds a 100% working interest in two licences covering twelve blocks and part blocks over an area totalling 2,220 square kilometres in the north-eastern part of the Rockall Basin in the Atlantic margin off the west coast of Ireland. The presence of a hydrocarbon system in the Basin has been proven by the Dooish gas-condensate discovery.

 

A large exploration prospect, Muckish, has been mapped in Blocks 5/22 and 5/23.  Further evaluation of 3D seismic data coverage and the Dooish gas-condensate discovery lying nearby to the south east, gives confidence in the potential of the prospect which covers an area of approximately 30 square kilometres with over 600 metres of vertical closure in a water depth of 1,450 metres.  Blocks 11/10 and 12/6 contain two further pre-Cretaceous fault block prospects, Midleton and West Midleton, identified from existing 3D seismic data.  Like Muckish these are analogous to the nearby gas-condensate bearing Dooish discovery.  Serica is undertaking 2D and 3D seismic reprocessing work and other geological studies to firm up these two additional prospects.

 

A farm-out programme in preparation for drilling the large, high potential Muckish prospect has commenced and is ongoing.

 

Slyne Basin: Blocks 27/4, 27/5 (west) and 27/9 - Liffey & Boyne Prospects

 

These blocks cover an area of 305 square kilometres in the Slyne Basin off the west coast of Ireland.  The Company holds a 50% interest in the blocks and operates the Licence.

 

In 2009, Serica drilled the Bandon exploration well 27/4-1 and made a shallow Jurassic oil discovery.  The early drilling of this well met the licence obligations for both the first and second exploration periods. Although the discovery was not commercial the well was important as it proved the presence of oil in the Jurassic.  Deeper Jurassic oil prospects of potentially commercial size, where the oil would be of much higher quality, have subsequently been identified including two prospects, Liffey and Boyne which also overlay separate, deeper gas prospects in the Triassic Sherwood sandstone.  The Company has acquired site survey data in preparation for a drilling programme to test these prospects.

 

 

Namibia

 

Luderitz Basin: Blocks 2512A, 2513A, 2513B and 2612A (part)

 

In late December 2011, Serica was awarded an 85% interest in a Petroleum Agreement covering Blocks 2512A, 2513A, 2513B and 2612A (part) in the Luderitz Basin, offshore Namibia in partnership with The National Petroleum Corporation of Namibia (Pty) Limited ("NAMCOR") and Indigenous Energy (Pty) Limited.  The blocks lie in the centre of the basin and cover a total area of approximately 17,400 square kilometres.   

 

During 2012 the Company has completed all payments due to NAMCOR in respect of the initial licence award. These payments comprised an initial cash payment of US$1 million, which was made in January 2012, and a share allotment to NAMCOR of six million new ordinary shares of Serica, which was announced on 2 November 2012.

 

The allotment, which represents 3.28% of the enlarged share capital, was made once NAMCOR received the required consents from the Namibian authorities.

 

During the third quarter the Company successfully completed a major offshore survey in the Luderitz Basin blocks with a final acquisition of 4,180 square kilometres of 3D seismic data to fully delineate prospects identified in the south east of the blocks.  The survey, conducted by Serica on behalf of its partners in the Licence, BP, NAMCOR and IEPL, commenced in May and took four and a half months to complete. The survey was undertaken by Polarcus Seismic Limited using the 10-streamer seismic vessel Polarcus Nadia. The completion of this survey more than meets in full the obligations for seismic acquisition under the terms of the licence.

 

The completion of this extensive survey, only nine months after the award of the licence, is an important step in the exploration of this largely unexplored basin. The data is of exceptional quality and has been acquired in the south east of the licence area over a clearly defined prospect which is located in a good setting for potential reservoir development. The data includes a tie line to provide control with existing well 2513/08-1 in which good reservoir sands were encountered in the blocks and is now being processed fully to delineate the prospect and to identify additional prospects associated with locally present channel sands.  Initial results are expected to be available around the end of the year and will be amalgamated with regional geological information prior to determining a forward drilling programme.

 

Under the terms of the farm-out to BP, completed during the second quarter, Serica reduced its interest in the licence to 55% in return for a payment to recover past costs and the full cost of the survey being met by BP.   Serica has also granted an option for BP to increase its interest in the licence further by meeting the full cost of drilling and testing a deep-water exploration well to the Barremian level before the end of the first four year exploration period.  In the event that this option is exercised by BP, the Company's interest in the licence will be 17.5% carried through drilling and testing the first well.  Serica will continue to be the Operator of the licence during the initial seismic period with BP taking over as Operator if it exercises its option to drill and test a well.

 

 

Morocco

 

Sidi Moussa and Foum Draa Petroleum Agreements

 

Serica holds licence interests in the Sidi Moussa and adjacent Foum Draa Petroleum Agreements offshore Morocco.  The blocks cover a total area of approximately 12,700 square kilometres in the sparsely explored Tarfaya-Ifni Basin and extend from the Moroccan coastline into water depths reaching a maximum of 2,000 metres.  Under the terms of the licence agreements the participants are required to carry the state oil company ONHYM for a 25% interest through the exploration and appraisal phase.

 

The Tarfaya-Ifni Basin is geologically analogous to the oil producing salt basins of West Africa and exhibits significant potential.  Sidi Moussa and Foum Draa are covered by over 5,200 square kilometres of modern 3D seismic data and over 7,000 kilometres of 2D seismic data.  Serica has completed the evaluation of this data which demonstrates the presence of a large number of salt diapir related prospects, stratigraphic traps and tilted fault block plays.

 

During the second quarter, Serica, in conjunction with its partners, conducted a farm-out exercise in respect of both blocks. This generated considerable industry interest and reached a successful conclusion with the announcements in August of farm-out deals for both blocks.

 

Sidi Moussa

Subject to the consent of the Moroccan Authorities, Genel Energy plc ("Genel") will bejoining Serica and its partners in the exploration of the set of permits which comprise the Sidi Moussa Offshore area.  Under the terms of the transaction, Genel will acquire a 60% equity interest in Sidi Moussa, pro rata from each of the Sidi Moussa Participants according to its equity interest. In return Genel will pay a contribution to past costs (US$433,000 net to Serica) and pay for the drilling of the commitment well required in the First Extension Period (including the full costs relating to the ONHYM carried interest), up to a cap of US$50 million.  As a result of the farm-out, Serica will hold an ongoing interest of 5% in the Sidi Moussa permits. Confirmation from the Moroccan authorities approving the farm-out to Genel and the commencement of the First Extension Period, which entails the drilling of a commitment well, is anticipated shortly. It is expected that the well will be drilled in late 2013 or early 2014.

 

Foum Draa

Subject to the consent of the Moroccan Authorities, Cairn Energy plc "Cairn" will be joining Serica and its partners in the exploration of the set of permits which comprise the Foum Draa Offshore area.  Under the terms of the transaction, Cairn will acquire a 50% operated equity interest in Foum Draa, pro rata from each of the Foum Draa Participants according to its equity interest. In return Cairn will pay its equity interest share of past costs (US$500,000 net to Serica) and the first US$60 million towards the drilling of the commitment well required in the First Extension Period (including the costs relating to the ONHYM carried interest).  As a result of the farm-out, Serica will hold an ongoing interest of 8.3333% in the Foum Draa permits. Confirmation from the Moroccan authorities approving the farm-out to Cairn and the commencement of the First Extension Period, which entails the drilling of a commitment well, is anticipated shortly.  It is expected that the well will be drilled in late 2013 or early 2014.

 

Indonesia

 

Glagah Kambuna TAC  - Kambuna Field, Offshore North Sumatra, Indonesia

 

Serica's sole remaining interest in Indonesia is its 25% interest in the Glagah Kambuna Technical Assistance Contract ("TAC") offshore North Sumatra which contains the producing Kambuna gas field. Whilst the Company continues to benefit from the cash flow it receives from this field, it does not consider the asset to be core to its forward strategy.

 

The Kambuna field has commenced its natural decline and production rates are falling in line with reservoir pressure depletion. The partnership is reviewing areas where cost cutting can prolong the economic life of the field but, under current projections, the field is expected to reach the end of its economic life in early 2013.

 

During this final phase, the timing of field handover to Pertamina and hence the remaining volume of reserves to be produced, are dependent both upon commercial considerations and termination arrangements. Based on the outcome of these issues, a final adjustment to the asset carrying value may be made in the Company's full year accounts when it is anticipated that these matters will have been clarified.

 

During the third quarter the field produced at an average rate of 14.3 mmscfd (Q3 2011: 36.4 mmscfd) with approximately 836 bpd of condensate (Q3 2011: 2,342 bpd). Average prices realised during the quarter for gas and condensate sales respectively were US$6.56 per mcf (Q3 2011: US$6.1 per mcf) and US$108.1 per barrel (Q3 2011: US$116.9 per barrel). The highest price achieved during 2012 is US$130 per barrel, achieved in March.

 

Serica commissioned an independent reserves audit on the Kambuna field for its 2011 annual reserves filings. This reserves report, carried out by RPS Energy, the same consultants as used by the Operator, estimates that at 31 December 2011 the gross Proved plus Probable Reserves of the field are 17.5 bcf of sales gas and 1.1 mm bbl of condensate, a total of 4.7 mmboe.  In view of the anticipated near term depletion of the field, which is expected to occur in 2013, the Company bases its financial planning and reporting for the Kambuna field on Proved reserves only, which RPS Energy estimated to be, at 31 December 2011, 11.2 bcf of sales gas and 0.6 mm bbl of liquids, a total of 2.9 mmboe. 

 



FINANCIAL REVIEW

 

A detailed review of the Q3 2012 results of operations and other financial information is set out below.

 

Results of Operations

 

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").

 

The continuing operations comprise the core business hubs of the UK Offshore and Atlantic Margin basin interests, together with the Kambuna field interest in Indonesia. Discontinued operations comprise the Indonesian exploration business disposal group that was sold in October 2011.

 

The financial results of the Kambuna field interest had previously been disclosed in the Q2 2011 and Q3 2011 reports to shareholders as part of discontinued operations but are now disclosed within continuing operations together with the results of the retained core business segments. The three and nine month ended 30 September 2011 financial results detailed below have therefore been restated to only disclose the Indonesian exploration business disposal group as 'discontinued'.

 


Three months ended


Nine months ended


30 September


30 September



Restated*



Restated*


2012

2011


2012

2011


US$000

US$000


US$000

US$000

Continuing operations






Sales revenue

3,493

6,579


11,948

21,769







Cost of sales

(4,609)

(6,235)


(13,785)

(18,700)







Gross (loss)/profit

(1,116)

344


(1,837)

3,069







Expenses:






 Pre-licence costs

(6)

(192)


(251)

(1,061)

 E&E and other asset write offs

(382)

-


(518)

-

 Administrative expenses

(1,213)

(1,338)


(3,968)

(4,339)

 Foreign exchange gain

130

(78)


236

11

 Share-based payments

(115)

(208)


(435)

(674)

 Depreciation

(85)

(87)


(254)

(262)

Operating loss before net finance revenue and taxation

 

(2,787)

 

(1,559)

 

 

 

(7,027)

 

(3,256)







 Gain on disposal

-

-


1,023

-

 Finance revenue

4

2


8

12

 Finance costs

(124)

(186)


(464)

(1,218)







Loss before taxation

(2,907)

(1,743)


(6,460)

(4,462)







 Taxation charge

-

(1,603)


-

(2,512)







Loss for the period

(2,907)

(3,346)


(6,460)

(6,974)

from continuing operations












Discontinued operations






Loss for the period from






discontinued operations

-

(624)


-

(5,836)







Loss for the period

(2,907)

(3,970)


(6,460) 

(12,810)













Earnings per share (EPS)

US$

US$


US$

US$

Basic and diluted EPS on loss from continuing operations

(0.02)

(0.02)


(0.04)

(0.04)







Basic and diluted EPS on loss for the period

(0.02)

(0.02)


(0.04)

(0.07)

 

 

* Restated for discontinued operations

 

Continuing operations 

 

Serica generated a gross loss of US$1.1 million for the three months ended 30 September 2012 ("Q3 2012") from its retained 25% interest in the Kambuna field (Q3 2011: gross profit of US$0.3 million).

 

Sales revenues

 

The Company currently generates all its sales revenue from the Kambuna field in Indonesia. Revenue is recognised on an entitlement basis for the Company's net working field interest. Entitlement revenues are higher in those periods where the full capped amount of cost recovery entitlement is eligible to be claimed out of gross revenue. In the 2011 periods, the cycle of eligible cost recovery was such that the full capped amount of cost recovery could not be claimed by the contractors, therefore giving lower contractor entitlement revenues and an increased government share of gross revenue. Unclaimed cost recovery amounts are carried forward to future periods and during 2012 the maximum possible contractual cost recovery entitlement is being achieved.

 

The field commenced its anticipated natural decline during 2011 in line with reservoir pressure depletion. In addition, production rates in January and February 2012 were reduced during compression facility work, designed to enhance the production capacity of the field after the first quarter of 2012. In Q3 2012, gross Kambuna field gas production averaged 14.3 mmscf per day (Q3 2011 36.4 mmscf per day) together with average condensate production of 836 barrels per day (Q2 2011 2,342 barrels per day). The Q3 2012 gas production was sold at prices averaging US$6.56 per mscf (Q3 2011 US$6.13 per mscf) and generated US$1.9 million (Q3 2011 US$3.6 million) of revenue net to Serica. Condensate production is stored and sold when lifted at a price referenced to the Indonesia Attaka official monthly crude oil price. Liftings in the period earned US$1.6 million (Q3 2011 US$3.0 million) of revenue net to Serica at an average price of US$108.1 per barrel (Q3 2011 US$116.9 per barrel).

 

Cost of sales and depletion charges

 

Cost of sales were driven by production from the Kambuna field and totalled US$4.6 million in Q3 2012 (Q3 2011: US$6.2 million). The charge comprised direct operating costs of US$1.9 million (Q3 2011 US$1.5 million) and non cash depletion of US$2.7 million (Q3 2011 US$4.7 million).

 

Operating costs per boe increased significantly in all 2012 periods as reducedproduction levels were not offset by corresponding reductions in production costs. The Company revised its accounting estimate of entitlement reserves for depletion purposes from 'proved and probable' to 'proved', with effect from 1 July 2011. This reduction in entitlement reserve base generated further increases in the depletion charge per boe for the second half of 2011 onwards.

 

Other expenses and income

 

The Company generated a loss before tax from continuing operations of US$2.9 million for Q3 2012 compared to a loss before tax of US$1.7 million for Q3 2011.

 

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. No significant expense was incurred in Q3 2012. The pre-licence work performed throughout 2011 (Q3 2011: US$0.2 million) culminated in the following awards; Block 110/8b in the East Irish Sea, four blocks in the Southern North Sea, a further six blocks in the Rockall Basin in Ireland, and four large blocks and part blocks in the Luderitz Basin in Namibia.

 

There were asset write offs of obsolete inventory balances of US$0.4 million in Q3 2012 (Q3 2011: US$ nil).

 

Administrative expenses of US$1.2 million for Q3 2012 decreased from US$1.3 million for the same period last year. The Company continues to reduce overheads and expects savings to give further benefit in 2012.

 

The impact of foreign exchange was not significant in Q3 2012 or Q3 2011.

 

Share-based payment costs of US$0.1 million in Q3 2012 reflected share options granted and compare with US$0.2 million for Q3 2011.

 

Negligible depreciation charges in all periods represent office equipment and fixtures and fittings. The depletion and amortisation charge for Kambuna field development costs is recorded within 'Cost of Sales'.

 

In March 2012 the Company announced that it had agreed to farm-out an interest in its Namibian licence to BP. Under the transaction, BP paid to Serica a sum of US$5.0 million covering Serica's past costs and earned a 30% interest in the licence by meeting the full cost of an extensive 3D seismic survey. The accounting gain of US$1.0 million on disposal recorded in Q1 2012 and disclosed in the nine months ended 30 September 2012 income statement relates to the recognition of recovery for those past costs incurred that had been expensed as pre-licence costs in previous periods. The re-imbursement of those past costs capitalised as E&E assets on the award of the licence in December 2011 or capitalised as incurred in Q1 2012, are treated as a reduction from the book cost of the asset. Completion of the farm-out transaction occurred in June 2012 following the consent of the Ministry of Mines and Energy in Namibia.

 

Finance revenue comprising bank deposit interest income has been negligible in both periods.

 

Finance costs consist of interest payable, arrangement costs spread over the term of the bank loan facility and other fees. All outstanding liabilities were fully repaid in February 2011 causing a reduction in expense to US$0.2 million in Q3 2011 and US$0.1 million in Q3 2012. All facility arrangement costs have been amortised and no interest is currently payable. The only ongoing cost related to other minor fees.

 

Taxation charges typically arise from Kambuna field operations, although there is no tax payable in Q3 2012. The Q3 2011 charge of US$1.6 million also arose from Kambuna and entirely comprised current tax charges. Current tax is typically charged on the profit oil or gas element of sales revenue rather than the cost recovery component.

 

The net loss per share from continuing operations of US$0.02 for Q3 2012 compares to a net loss per share of US$0.02 for Q3 2011.

 



 

 

Summary of Quarterly Results

 








2012

2012

2012

2011

2011

2011

2011

2010

Quarter ended:

30 Sep

30 June

31 Mar

31 Dec

30 Sep

30 Jun

31 Mar

31 Dec


US$000

US$000

US$000

US$000

US$000

US$000

US$000

US$000



















Sales revenue  

3,493

4,417

4,038

5,342

6,579

6,613

8,577

9,413

Loss for the quarter

 

(2,907)

 

(2,162)

 

(1,391)

 

(7,560)

 

(3,970)

 

(6,375)

 

(2,465)

 

(40,112)

Basic and diluted loss per share US$

 

(0.02)

 

(0.01)

 

(0.01)

 

(0.04)

 

(0.02)

 

(0.04)

 

(0.01)

 

(0.22)










 

The fourth quarter 2011 loss includes an impairment charge of US$2.3 million against the Kambuna production asset.

 

The second quarter 2011 loss includes a charge of US$3.7 million recognised on the re-measurement to fair value of the Indonesian exploration disposal group.

 

The fourth quarter 2010 loss includes asset write offs of US$29.5 million attributed to the Kutai and Oates E&E assets and an impairment charge of US$11.8 million against the Kambuna production asset.

 



Discontinued operations

 

The results of discontinued operations below are those generated from Serica's South East Asia exploration business which was disposed of in October 2011.

 

At 30 June and 30 September 2011, as a result of the Board's strategic decision to exit Indonesia, the Group's interests in the region were classified as a disposal group held for sale and therefore included as discontinued operations. In October 2011, the Group completed the disposal of its operated exploration portfolio; however the Group's 25% interest in Kambuna has not been sold. The directors concluded that as at 31 December 2011 and subsequent period ends, whilst still available for sale, Serica's interest in Kambuna no longer meets the IFRS 5 criteria to be classified as an asset held for sale, because an active marketing program is no longer in place, and therefore the results of this part of the disposal group are disclosed within continuing operations together with the results of the retained core business segments.

 


Three months ended


Nine months ended


30 September


30 September



*Restated



*Restated


2012

2011


2012

2011


US$000

US$000


US$000

US$000

Discontinued operations












Expenses:






 Pre-licence costs

-

(152)


-

(295)

 E&E and other asset write offs

-

(235)


-

(744)

 Administrative expenses

-

(203)


-

(621)

 Foreign exchange loss

-

(4)


-

(3)

 Share-based payments

-

(30)


-

(90)

 

Operating loss

 

-

 

(624)

 

 

 

-

 

(1,753)







 Other

-

-


-

(363)

 Loss recognised on






 remeasurement to fair value

-

-


-

(3,720)







Loss before taxation

-

(624)


-

(5,836)







 Taxation charge

-

-


-

-







Loss for the period

-

(624)


-

(5,836)



















Earnings per share (EPS)

US$

US$


US$

US$

Basic and diluted EPS on loss for the period from discontinued operations

 

-

 

 

(0.004)

 

 

 

 

-

 

(0.033)

 

* Restated for discontinued operations

 

Asset write-offs in 2011 were in respect of E&E and other expenses from the Kutai PSC in Indonesia, which was sold in October 2011. 2011 expenditure on the asset was expensed as incurred.

 

In October 2011 the Company completed the disposal of its portfolio of operated exploration interests in South East Asia to Kris Energy Limited for base consideration of US$3.4 million and a further contingent payment of US$1.0 million received in December 2011. The transaction generated a loss of US$3.6 million (chiefly comprising a loss recognised on re-measurement to fair value of US$3.7 million as at 30 September 2011) after deducting booked asset costs and other transaction costs and fees.



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 Sep 2012

30 June 2012

31 March 2012

31 December

2011


US$000

US$000

US$000

US$000

Current assets:





   Inventories

1,380

1,802

1,672

1,572

   Trade and other receivables

7,147

10,576

15,521

9,338

   Financial assets

1,282

1,410

669

647

   Cash and cash equivalents

25,060

23,277

16,640

19,946

Total Current assets

34,869

37,065

34,502

31,503






Less Current liabilities:





   Trade and other payables

(8,125)

(11,082)

(9,274)

(10,267)

   Income tax payable

-

-

(284)

(302)

Total Current liabilities

(8,125)

(11,082)

(9,558)

(10,569)






Net Current assets

26,744

25,983

24,944

20,934

 

At 30 September 2012, the Company had net current assets of US$26.7 million which comprised current assets of US$34.8 million less current liabilities of US$8.1 million, giving an overall increase in working capital of US$0.8 million in the three month period.

 

Inventories decreased from US$1.8 million to US$1.4 million over the Q3 2012 period following the write off of minor obsolete items.

 

Trade and other receivables at 30 September 2012 totalled US$7.1 million, a decrease of US$3.5 million from the Q2 2012 balance of US$10.6 million. There were significant cash revenue receipts of US$6.2 million during the third quarter, which included amounts from condensate sales in March and April. The balance as at 30 September 2012 includes; US$2.0 million of trade debtors from gas and condensate sales from the Kambuna field, US$1.2 million of Morocco and UK farm-out back cost contributions, advance payments on ongoing operations, short-term Indonesian VAT receivables, recoverable amounts from partners in joint venture operations in the UK, Morocco and Indonesia, sundry UK and Kambuna asset working capital balances, and prepayments.

 

Financial assets at 30 September 2012 represented US$1.3 million of restricted cash deposits.

 

Cash and cash equivalents increased from US$23.3 million to US$25.1 million in the quarter. During Q3 2012 the Company benefitted from US$6.2 million of cash receipts from Kambuna field revenues, which included US$1.2 million from Q1 2012 oil sales outstanding at 30 June 2012. Cash outflows were incurred on Kambuna field operating costs and ongoing work on the Columbus field development, exploration work across the portfolio in the UK, Ireland and Morocco together with ongoing administrative and corporate costs.

 

Trade and other payables of US$8.1 million at 30 September 2012 include US$2.0 million of signature payment liabilities arising on the award of the Namibian licences in December, a US$1.9 million JV partner advance in Namibia, and trade creditors and accruals from the Kambuna and Columbus operations. Other items include sundry creditors and accruals from the ongoing exploration programmes in the UK and Ireland, payables for administrative expenses and other corporate costs.

 

The current tax payable in prior periods arises in respect of the Kambuna field in Indonesia. First cash tax payments from Kambuna field revenues were made in April 2011 although the field is not currently in a cash tax paying position.

 

Long-Term Assets and Liabilities

 

An extract of the balance sheet detailing long-term assets and liabilities is provided below:

 


30 September 2012

30 June 2012

31 March 2012

31 December 2011


US$000

US$000

US$000

US$000






 

Exploration & evaluation assets

 

67,223

 

67,114

66,442

 

69,083

Property, plant and equipment

10,644

13,945

16,496

18,719

Financial assets

-

-

274

394

Long-term other receivables

2,178

2,535

3,377

3,613

Provisions

(2,044)

 (2,040)

(2,035)

(2,029)

Deferred income tax liabilities

-

-

-

-






 

During Q3 2012, total investments in petroleum and natural gas properties represented by exploration and evaluation assets ("E&E assets") increased from US$67.1 million to US$67.2 million. These amounts exclude the Kambuna development costs which are classified as property, plant and equipment.

 

The net US$0.1 million increase in Q3 2012 consists of US$1.3 million of additions less US$1.2 million of back cost contributions recognised in Q3 2012. The additions on continuing operations incurred on ongoing exploration work in Morocco, Ireland and the UK, on the Columbus FDP, and G&A. Expenditure on the ongoing 3D seismic survey on the Luderitz basin licence interests in Namibia is being carried by BP. The back cost contributions are recognised in the Q3 2012 period following the Company's farm-outs in Morocco and the UK.

 

Property, plant and equipment chiefly comprise the net book amount of the capital expenditure on the Company's interest in the Kambuna development. During Q3 2012, the Company's investment decreased from US$13.7 million to US$10.5 million, principally due to depletion charges of US$2.7 million arising from the production of gas and condensate. No further capital expenditure is being recorded on the project. The property, plant and equipment also included balances of US$0.2 million (31 December 2011: US$0.5 million) for office fixtures and fittings and computer equipment.

 

All financial assets at 30 September 2012 are classified as short-term.

 

Long-term other receivables of US$2.2 million are represented by value added tax ("VAT") on Indonesian capital spend which is expected to be recovered from the Indonesian authorities.

 

Provisions of US$2.0 million at 30 September 2012 (31 December 2011: US$2.0 million) are in respect of Kambuna field decommissioning payments in Indonesia.

 

There is no deferred income tax liability recorded as at 30 September 2012.

 



Shareholders' Equity

 

An extract of the balance sheet detailing shareholders' equity is provided below:

 


30 Sep 2012

30 June 2012

31 March

2012

31 December

2011


US$000

US$000

US$000

US$000






Total share capital

207,758

207,758

207,702

207,702

Other reserves

19,910

19,795

19,650

19,475

Accumulated deficit

(122,923)

(120,016)

(117,854)

(116,463)

 

Total share capital includes the total net proceeds, both nominal value and any premium, on the issue of equity capital.

 

Other reserves mainly include amounts in respect of cumulative share-based payment charges. The increase from US$19.8 million to US$19.9 million in Q3 2012 reflects proportional charges in the period for options issued in 2012 and prior years.

 

Asset values and Impairment

 

At 30 September 2012 Serica's market capitalisation stood at US$84.3 million (£52.1 million), based upon a share price of £0.295, which was exceeded by the net asset value at that date of US$104.7 million. By 13 November 2012 the Company's market capitalisation had increased to US$86.6 million. Management conducted a thorough review of the carrying value of its assets and determined that no further write-downs were required beyond those already disclosed above.

 

Capital Resources

 

Available financing resources and debt facility

 

Serica's prime focus has been to deliver value through exploration success. To-date this has given rise to the Kambuna gas field development in Indonesia and the Columbus gas field in the UK North Sea, for which development plans are being formulated.

 

Typically exploration activities are equity financed whilst field development costs are principally debt financed. In the current business environment, access to new equity and debt remains uncertain. Consequently, the Company has given priority to the careful management of existing financial resources.

 

The Company's current facility was arranged in November 2009 for a three-year period with J.P.Morgan plc, Bank of Scotland plc and Natixis as Mandated Lead Arrangers. The facility initially covered US$100 million and was principally set up to refinance the Company's outstanding borrowings on the Kambuna field. It was also put in place to finance the appraisal and development of the Columbus field and for general corporate purposes.

 

Following the debt repayments in 2010, management reduced its debt facility to US$50 million total capacity so as to restrict ongoing facility costs. The ability to draw under the facility for development is determined both by the achievement of milestones on the relevant project and also by the availability calculated under a projection model. The outstanding amount under the Company's debt facility was fully repaid in February 2011. The facility expires shortly and negotiations to extend this are in progress.

 

At 30 September 2012, the Company held cash and cash equivalents of US$25.1 million and US$1.3 million of short-term restricted cash in continuing operations. Overall, the current cash balances held, the revenues from the retained 25% Kambuna interest, and the control that the Company can exert over the timing and cost of its exploration programmes both through operatorship and through farm-outs leave it well placed to manage its commitments in the short to medium term.

 

Summary of contractual obligations

 

The following table summarises the Company's contractual obligations as at 30 September 2012;






Total

<1 year

1-3 years

>3 years

Contractual Obligations

US$000

US$000

US$000

US$000






Operating leases

275

275

-

-

Other long-term obligations

1,805

500

1,305

-






Total contractual obligations

2,080

775

1,305

-

 

Other long-term obligations relate to decommissioning payments in Indonesia.

 

Lease commitments

 

At 30 September 2012, Serica had no capital lease obligations. At that date, the Company had commitments to future minimum payments under operating leases in respect of rental office premises and office equipment for each of the following period/years as follows:

 


US$000

31 December 2012

135

31 December 2013

140

 

Capital expenditure commitments, obligations and plans

 

As at 30 September 2012, there were no material outstanding capital acquisition costs expected on the Kambuna project.

 

The Company also typically has obligations to carry out defined work programmes on its oil and gas properties, under the terms of the award of rights to these properties. The Company is not obliged to meet other joint venture partner shares of these programmes.

 

Following the finalisation of the amalgamation agreement to combine the Central North Sea Blocks 15/21g and 15/21a in January 2012, as at 30 September 2012 the venture partners were committed to drilling an appraisal well in 4Q 2012. As noted above in the operations review, this was completed in November 2012 and Serica's estimated 30% share of costs is approximately US$7.0 million.

 

Also in the UK North Sea, the partners in Licence P1906 (York Area) have obligations to acquire seismic data in the first licence period. Plans are now advanced to acquire this in 2013 and Serica's estimated 40% paying share is US$3.8 million.

 

The most significant other obligations were in respect of the Namibian licence, awarded in December 2011. Under the terms of this licence, the Company has a minimum obligation expenditure on exploration work of US$15.0 million covering the entire initial four year period of the licence, ending in December 2015. Following the Q1 2012 farm-out transaction with BP noted in the operations review, the Company will incur no significant expenditure towards its work programme obligation. As at 30 September 2012, the value of work done on the 3D Seismic acquisition programme had exceeded the minimum obligation expenditure on the licence.

 

Other less material minimum obligations include G&G, seismic work and ongoing licence fees in the UK and Ireland.

 

Off-Balance Sheet Arrangements

 

The Company has not entered into any off-balance sheet transactions or arrangements.

 

Critical Accounting Estimates

 

The Company's significant accounting policies are detailed in note 2 to the attached interim financial statements. International Financial Reporting Standards have been adopted. The costs of exploring for and developing petroleum and natural gas reserves are capitalised. The capitalisation and any write off of E&E assets, or depletion of producing assets, necessarily involve certain judgments with regard to whether the asset will ultimately prove to be recoverable. Key sources of estimation uncertainty that impact the Company relate to assessment of commercial reserves and the impairment of the Company's assets. Oil and gas properties are subject to periodic review for impairment, whilst goodwill is reviewed at least annually. Impairment considerations necessarily involve certain judgements as to whether E&E assets will lead to commercial discoveries and whether future field revenues will be sufficient to cover capitalised costs. Recoverable amounts can be determined based upon risked potential, or where relevant, discovered oil and gas reserves. In each case, recoverable amount calculations are based upon estimations and management assumptions about future outcomes, product prices and performance. Management is required to assess the level of the Group's commercial reserves together with the future expenditures to access those reserves, which are utilised in determining the amortisation and depletion charge for the period and assessing whether any impairment charge is required. 

 

Financial Instruments

 

The Group's financial instruments comprise cash and cash equivalents, bank loans and borrowings, accounts payable and accounts receivable. It is management's opinion that the Group is not exposed to significant interest or credit or currency risks arising from its financial instruments other than as discussed below:

 

Serica has exposure to interest rate fluctuations on its cash deposits and its bank loans; given the level of expenditure plans over 2012/13 this is managed in the short-term through selecting treasury deposit periods of one to three months. Treasury counterparty 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.

 

Serica retains certain cash holdings and other financial instruments relating to its operations, limited to the levels necessary to support those operations. The US$ reporting currency value of these may fluctuate from time to time causing reported foreign exchange gains and losses. Serica maintains a broad strategy of matching the currency of funds held on deposit with the expected expenditures in those currencies. Management believes that this mitigates much of any actual potential currency risk from financial instruments. Loan funding is available in US Dollars and Pounds Sterling.

 

It is management's opinion that the fair value of its financial instruments approximate to their carrying values, unless otherwise noted.

 



Share Options

 

As at 30 September 2012, the following director and employee share options were outstanding:

 


Expiry Date

Amount

Exercise cost




Cdn$


March 2014

1,000,000

1,800,000


December 2014

200,000

200,000


January 2015

600,000

600,000


June 2015

100,000

180,000








Exercise cost




£


October 2013

750,000

300,000


January 2014

228,000

72,960


November 2015

280,000

271,600


January 2016

135,000

139,725


June 2016

270,000

259,200


January 2017

243,000

247,860


May 2017

210,000

218,400


March 2018

594,000

445,500


March 2018

350,000

287,000


January 2020

2,203,500

1,498,380


April 2021

450,000

141,188


January 2022

2,144,960

458,485





 

In January 2012, 859,690 share options were granted to two executive directors and 1,285,270 share options were granted to certain employees other than directors with an exercise cost of £0.21375 and an expiry date of 10 January 2022.

 

In April 2012, 110,000 share options were exercised by employees other than directors at a price of £0.32, and 1,902,500 share options were cancelled.

 

In August 2012, 1,200,000 share options expired.

 

In September 2012, 1,257,000 share options expired.

 

In October 2012, 1,200,000 share options were granted to three executive directors with an exercise cost of £0.29 and an expiry date of 8 October 2022.

 

Outstanding Share Capital

 

On 2 November 2012, 6,000,000 new ordinary shares in the Company were allotted to NAMCOR in respect of the earlier award of the Namibian licences to Serica.

 

As at 13 November 2012, the Company had 182,770,311 ordinary shares issued and outstanding.

 



Business Risk and Uncertainties

 

Serica, like all companies in the oil and gas industry, operates in an environment subject to inherent risks and uncertainties. The Board regularly considers the principal risks to which the company is exposed and monitors any agreed mitigating actions. The overall strategy for the protection of shareholder value against these risks is to retain a broad portfolio of assets with varied risk/reward profiles, to apply prudent industry practice in all operations, to carry insurance where available and cost effective, and to retain adequate working capital.

 

The principal risks currently recognised and the mitigating actions taken by the management are as follows:

 

Investment Returns: Management seeks to raise funds and then to generate shareholder returns though investment in a portfolio of exploration acreage leading to the drilling of wells and discovery of commercial reserves. Delivery of this business model carries a number of key risks.

Risk

Mitigation

Market support may be eroded  obstructing fundraising and lowering the share price

·      Management regularly communicates its strategy to shareholders

·     Focus is placed  on building an asset portfolio capable of delivering regular news flow and offering continuing prospectivity

General market conditions may fluctuate hindering delivery of the company's business plan

·      Management aims to retain adequate working capital to ride out downturns should they arise

Management's decisions on capital allocation may not deliver the expected successful outcomes

·      Rigorous analysis is conducted of all investment proposals

·      Operations are spread over a range of areas and risk profiles

Each asset carries its own risk profile and no outcome can be certain

·      Management aims to avoid over-exposure to individual assets and to identify the associated risks objectively

 

 

Operations: Operations may not go according to plan leading to damage, pollution, cost overruns and poor outcomes.

Risk

Mitigation

Individual wells may not deliver recoverable oil and gas reserves

·      Thorough pre-drill evaluations are conducted to identify the risk/reward balance

·      Exposure is selectively mitigated through farm-out

Wells may blow out or equipment may fail causing environmental damage and delays

·      The Group retains fully trained and experienced personnel

·      The planning process involves risk identification and establishment of mitigation measures

·      Emphasis is placed on engaging experienced contractors

·      Appropriate insurances are retained

Production may be interrupted generating significant revenue loss

·      Serica's only producing field, Kambuna, is in the later stages of production and insurance is not considered cost-effective

Operations may take far longer or cost more  than expected

·      Management applies rigorous budget control

·      Adequate working capital is retained to cover reasonable eventualities

Resource estimates may be misleading curtailing actual production and reducing reserves estimates

·      The Group deploys qualified personnel

·      Ongoing performance is monitored

·      Regular third-party reports are commissioned

 

 

Personnel: The company relies upon a pool of experienced and motivated personnel to identify and execute successful investment strategies

Risks

Mitigation

Key personnel may be lost to other companies

·      The Remuneration Committee regularly evaluates total compensation to ensure the Company remains competitive

Personal safety may be at risk in demanding operating environments, typically offshore

·      A culture of safety is encouraged throughout the organisation

·      Responsible personnel are designated at all appropriate levels

·      The Group maintains up-to-date emergency response resources and procedures

·      Insurance cover is carried in accordance with industry best practice

Staff and representatives may find themselves exposed to bribery and corrupt practices

·      Company policies and procedures are communicated to personnel regularly

·      Management reviews all significant contracts and relationships with agents and governments

 

 

Commercial environment: World and regional markets continue to be volatile with fluctuations  and access issues that might hinder the company's business success

 Risk

Mitigation

Volatile commodity prices mean that the company cannot be certain of the future sales value of its products

·      Kambuna gas is sold under long-term contracts and similar arrangements will be considered for Columbus production

·      Such contracts can be supplemented by price hedging although none is currently in place for Kambuna condensate

·      Budget planning considers a range of commodity pricing

The company may not be able to get access, at reasonable cost, to infrastructure and product markets when required

·      A range of different off-take options have been considered for Columbus and field partners are currently in advanced negotiation

Credit to support field development programmes may not be available at reasonable cost

·      Serica's existing facility was designed to fund part of Columbus capital costs

·      Funding requirements for Kambuna were significantly mitigated through part disposal

Fiscal regimes may vary, increasing effective tax rates and reducing the expected value of reserves

·      Operations are currently spread over a range of different fiscal regimes in Indonesia, Western Europe and Africa

·      Before committing to a significant investment the likelihood of fiscal term changes is considered when evaluating the risk/reward balance

 

In addition to the principal risks and uncertainties described herein, the Company is subject to a number of other risk factors generally, a description of which is set out in our latest Annual Information Form available on www.sedar.com.

 

Nature and Continuance of Operations

 

The principal activity of the Company is to identify, acquire and subsequently exploit oil and gas reserves. Its activities are located in the UK, Ireland, Namibia and Morocco, together with a currently retained interest in the Kambuna Field in Indonesia.

 

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. During the three month period ended 30 September 2012 the Company generated a loss of US$2.9 million from continuing operations. At 30 September 2012 the Company had US$25.1 million of net cash.

 

The Company intends to utilise its existing cash balances and future operating cash inflows to fund the immediate needs of its investment programme and ongoing operations. Further details of the Company's financial resources and debt facility are given above in the Financial Review in this MD&A.

 

Key Performance Indicators ("KPIs")

 

The Company's main business is the acquisition of interests in prospective exploration acreage, the discovery of hydrocarbons in commercial quantities and the crystallisation of value whether through production or disposal of reserves. The Company tracks its non-financial performance through the accumulation of licence interests in proven and prospective hydrocarbon producing regions, the level of success in encountering hydrocarbons and the development of production facilities. In parallel, the Company tracks its financial performance through management of expenditures within resources available, the cost-effective exploitation of reserves and the crystallisation of value at the optimum point.

 

Additional Information

 

Additional information relating to Serica, including the Company's annual information form, 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

 

(Signed) "Antony Craven Walker"                               (Signed) "Christopher Hearne"

 

Antony Craven Walker

Christopher Hearne

Chief Executive Officer

Finance Director

14 November 2012



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.

 

 

 GLOSSARY

 

bbl

barrel of 42 US gallons

bcf

billion standard cubic feet

boe

barrels of oil equivalent (barrels of oil, condensate and LPG plus the heating equivalent of gas converted into barrels at a rate of 4,800 standard cubic feet per barrel for Kambuna, which has a relatively high calorific value, and 6,000 standard cubic feet per barrel for Columbus)

boepd

barrels of oil equivalent per day

bopd or bpd

barrels of oil or condensate per day

FPSO

Floating Production, Storage and Offtake vessel (often a converted oil tanker)

LNG

Liquefied Natural Gas (mainly methane and ethane)

LPG

Liquefied Petroleum Gas (mainly butane and propane)

mcf

thousand cubic feet

mmbbl

million barrels

mmboe

million barrels of oil equivalent

mmBtu

million British Thermal Units

mmscfd

million standard cubic feet per day

PSC

Production Sharing Contract

Proved Reserves

Proved reserves are those Reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

Probable Reserves

Probable reserves are those additional Reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved + probable reserves.

Possible Reserves

Possible reserves are those additional Reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved + probable + possible reserves

Reserves

Estimates of discovered recoverable commercial hydrocarbon reserves calculated in accordance with the Canadian National Instrument 51‑101 

Contingent Resources

Estimates of discovered recoverable hydrocarbon resources for which commercial production is not yet assured, calculated in accordance with the Canadian National Instrument 51‑101

Prospective Resources

Estimates of the potential recoverable hydrocarbon resources attributable to undrilled prospects, calculated in accordance with the Canadian National Instrument 51‑101

TAC

Technical Assistance Contract

tcf

trillion standard cubic feet

 


Serica Energy plc

Group Income Statement

For the period ended 30 September

Unaudited


Three

Three

Nine

Nine



months

months

months

months



ended

ended

ended

ended



30 Sep

30 Sep

30 Sep

30 Sep


Notes

2012

2011

2012

2011



*Restated


*Restated

Continuing operations

US$000

US$000

US$000

US$000






Sales revenue

4

3,493

6,579

11,948

21,769







Cost of sales

 

5

(4,609)

(6,235)

(13,785)

(18,700)







Gross (loss)/profit


(1,116)

344

(1,837)

3,069







Pre-licence costs


(6)

(192)

(251)

(1,061)

E&E and other asset write offs


(382)

-

(518)

-

Administrative expenses


(1,213)

(1,338)

(3,968)

(4,339)

Foreign exchange gain/(loss)


130

(78)

236

11

Share-based payments


(115)

(208)

(435)

(674)

Depreciation


(85)

(87)

(254)

(262)







Operating loss from continuing





operations


(2,787)

(1,559)

(7,027)

(3,256)







Gain on disposal

7

-

-

1,023

-

Finance revenue


4

2

8

12

Finance costs


(124)

(186)

(464)

(1,218)







Loss before taxation


(2,907)

(1,743)

(6,460)

(4,462)







Taxation charge for the period

11

-

(1,603)

-

(2,512)







Loss for the period from






continuing operations


(2,907)

(3,346)

(6,460)

(6,974)







Discontinued operations






Loss for the period from






discontinued operations

6

-

(624)

-

(5,836)







Loss for the period


(2,907)

(3,970)

(6,460)

(12,810)







Loss per ordinary share (EPS)






Loss on continuing operations




Basic and diluted EPS (US$)


(0.02)

(0.02)

(0.04)

(0.04)

Loss for the period






Basic and diluted EPS (US$)


(0.02)

(0.02)

(0.04)

(0.07)







* Restated for discontinued operations - see note 6

 

Total Statement of Comprehensive Income

There are no other comprehensive income items other than those passing through the income statement.

Serica Energy plc

Consolidated Balance Sheet

 

 



30 Sep

30 June

31 Dec

30 Sep



2012

2012

2011

2011



US$000

US$000

US$000

US$000


Note

(Unaudited)

(Unaudited)

(Audited)

(Unaudited)

Non-current assets






Exploration & evaluation assets

7

67,223

67,114

69,083

65,352

Property, plant and equipment

8

10,644

13,945

18,719

536

Financial assets


-

-

394

530

Other receivables


2,178

2,535

3,613

-



80,045

83,594

91,809

66,418

Current assets






Inventories


1,380

1,802

1,572

809

Trade and other receivables


7,147

10,576

9,338

1,950

Financial assets


1,282

1,410

647

523

Cash and cash equivalents


25,060

23,277

19,946

18,450



34,869

37,065

31,503

21,732







Assets held for sale

6

-

-

-

34,531







TOTAL ASSETS


114,914

120,659

123,312

122,681







Current liabilities






Trade and other payables


(8,125)

(11,082)

(10,267)

(3,688)

Income taxation payable


-

-

(302)

-







Non-current liabilities






Provisions


(2,044)

(2,040)

(2,029)

-

Deferred income tax liabilities


-

-

-

-







Liabilities associated with assets

6

-

-

-

(4,461)

held for sale












TOTAL LIABILITIES


(10,169)

(13,122)

(12,598)

(8,149)







NET ASSETS


104,745

107,537

110,714













Share capital

9

207,758

207,758

207,702

207,702

Other reserves


19,910

19,795

19,475

19,192

Accumulated deficit


(122,923)

(120,016)

(116,463)

(112,362)







TOTAL EQUITY


104,745

107,537

110,714

 

 

 






 

 

 

 

 

 

 

Serica Energy plc

Statement of Changes in Equity

 

For the year ended 31 December 2011 and period ended 30 September 2012

 

Group


Share capital

Other reserves

Deficit

Total



US$000

US$000

US$000

US$000







At 1 January 2011 (audited)


207,657

18,428

(96,093)

129,992







Loss for the year


-

-

(20,370)

(20,370)

Total comprehensive income


-

-

(20,370)

(20,370)







Share-based payments


-

1,047

-

1,047

Proceeds on exercise of options


45

-

-

45







At 31 December 2011 (audited)


207,702

19,475

(116,463)

110,714







Loss for the period


-

-

(1,391)

(1,391)

Total comprehensive income


-

-

(1,391)

(1,391)







Share-based payments


-

175

-

175







At 31 March 2012 (unaudited)


207,702

19,650

(117,854)

109,498







Loss for the period


-

-

(2,162)

(2,162)

Total comprehensive income


-

-

(2,162)

(2,162)







Proceeds on exercise of options


56

-

-

56

Share-based payments


-

145

-

145







At 30 June 2012 (unaudited)


207,758

19,795

(120,016)

107,537







Loss for the period


-

-

(2,907)

(2,907)

Total comprehensive income


-

-

(2,907)

(2,907)







Share-based payments


-

115

-

115







At 30 September 2012 (unaudited)


207,758

19,910

(122,923)

104,745







 

 



Serica Energy plc

Consolidated Cash Flow Statement

For the period ended 30 September

 

Unaudited

Three

Three

Nine

Nine


months

months

months

months


ended

ended

ended

ended


30 Sep

30 Sep

30 Sep

30 Sep


2012

2011

2012

2011



*Restated


*Restated


US$000

US$000

US$000

US$000

Cash flows from operating activities:





Loss for the period

(2,907)

(3,970)

(6,460)

(12,810)

Adjustments to reconcile loss for the period





to net cash flow from operating activities





Taxation

-

1,603

-

2,512

Net finance costs

120

184

456

1,206

Gain on disposal

-

-

(1,023)

-

Depreciation

85

87

254

262

Depletion and amortisation

2,749

4,748

8,440

13,811

Asset write offs

382

235

518

744

Loss on re-measurement to fair value

-

-

-

3,720

Share-based payments

115

238

435

764

Decrease in receivables

4,590

4,135

3,986

8,357

Decrease in inventories

422

820

192

842

Decrease in payables

(2,957)

(1,813)

(2,142)

(8,037)

Cash generated from operations

2,599

6,267

4,656

11,371






Taxation paid

-

(1,791)

(302)

(4,925)






Net cash flow from operations

2,599

4,476

4,354

6,446






Cash flows from investing activities:





Reclassification/(purchase) of P,P & E

467

(447)

(619)

(1,286)

Purchase of E&E assets

(1,301)

(477)

(3,436)

(3,562)

Proceeds from disposals

-

-

5,000

-

Interest received

4

2

8

12

Net cash (outflow)/inflow from investing

(830)

(922)

953

(4,836)






Cash proceeds from financing activities:





Repayments of loans and borrowings

-

-

-

(11,800)

Proceeds on exercise of options

-

-

56

45

Finance costs paid

(116)

(172)

(445)

(636)

Net cash from financing activities

(116)

(172)

(389)

(12,391)






Cash and cash equivalents





Net increase/(decrease) in period

1,653

3,382

4,918

(10,781)

Effect of exchange rates on cash

130

(30)

196

6

Amount at start of period

23,277

15,875

19,946

30,002






Amount at end of period

25,060

19,227

25,060

19,227

 

*Restated for discontinued operations - see note 6

Serica Energy plc                                                                                   

 

Notes to the Unaudited Consolidated Financial Statements

 

1.   Corporate information

 

The interim condensed consolidated financial statements of the Group for the nine months ended 30 September 2012 were authorised for issue in accordance with a resolution of the directors on 13 November 2012.

 

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 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 nine months ended 30 September 2012 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 2011. 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 2011.

 

Going Concern

 

The financial position of the Group, its cash flows and available debt facilities are described in the Financial Review in the Q3 2012 Management's Discussion and Analysis. As at 30 September 2012, the Group had US$25.1 million of net cash.

 

The Directors are required to consider the availability of resources to meet the Group and Company's liabilities for the forseeable future.

 

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the interim condensed financial statements.

 

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 2011.

 

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 Holdings UK Limited, Serica Energy Holdings B.V., Serica Energy Corporation, Asia Petroleum Development Limited, Petroleum Development Associates (Asia) Limited, Serica Energia Iberica S.L., Serica Energy (UK) Limited, PDA Lematang Limited, APD (Asahan) Limited, APD (Biliton) Limited, Serica Glagah Kambuna B.V., Serica Foum Draa B.V., Serica Sidi Moussa B.V., Serica Energy Rockall B.V., Serica Energy Slyne B.V. and Serica Energy Namibia B.V.. Together, these comprise the "Group".

 

All inter-company balances and transactions have been eliminated upon consolidation.

 

 


3.         Segmental Information

 

The Group's business is that of oil & gas exploration, development and production. The Group's reportable and geographical segments are based on the locations of the Group's assets.

 

The following tables present profit information on the Group's geographical segments for the nine months ended 30 September 2012 and 2011 and certain asset and liability information as at 30 September 2012. Costs associated with the UK corporate centre are included in the UK & Ireland reportable segment. Reportable information in respect of the Group's interest in the producing Kambuna field in Indonesia is disclosed as a separate segment.

 

Nine months ended 30 September 2012 (unaudited)


UK & Ireland

US$000

Africa

 

US$000

Kambuna

 

US$000

Total

 

US$000






Continuing





Revenue

-

-

11,948

11,948






(Loss)/profit  for the period

(5,178)

977

(2,259)

(6,460)






Other segmental information





Segmental assets

96,622

1,539

16,753

114,914

Unallocated assets




-

Total assets




114,914






Segmental liabilities

(2,037)

(3,942)

(4,190)

(10,169)

Unallocated liabilities




-

Total liabilities




(10,169)






 

Nine months ended 30 September 2011 (unaudited)






*Restated


UK & Ireland

US$000

Africa

 

US$000

Kambuna

 

US$000

Total

 

US$000

Discontinued

 

US$000

Continuing






Revenue

-

-

21,769

21,769

-







(Loss)/profit for the period

(6,686)

(803)

515

(6,974)

(5,836)













 

*Restated for discontinued operations - see note 6



4. Sales Revenue

 






Nine months ended 30 September:


2012

2011



US$000

US$000





Gas sales


6,459

12,462

Condensate sales


5,489

9,307







11,948

21,769





 

5. Cost of sales

 






Nine months ended 30 September:


2012

2011



US$000

US$000





Operating costs


5,552

4,634

Depletion


8,440

13,811

Movement in inventories of oil


(207)

255







13,785

18,700





 



6. Discontinued operations

 

The results of discontinued operations below are those generated from Serica's South East Asia operations which were disposed of in October 2011.

 

At 30 June and 30 September 2011, as a result of the Board's strategic decision to exit Indonesia, the Group's interests in the region were classified as a disposal group held for sale and therefore included as discontinued operations. In October 2011, the Group completed the disposal of its operated exploration portfolio; however the Group's 25% non-operated interest in Kambuna has not been sold. The directors concluded that as at 31 December 2011 and subsequent period ends, whilst still available for sale, Serica's interest in Kambuna no longer meets the IFRS 5 criteria to be classified as an asset held for sale, because an active marketing program is no longer in place, and therefore the results of this part of the disposal group are disclosed within continuing operations together with the results of the retained core business segments.

 

The results of the discontinued operations are presented below:

 

Unaudited


Three

Three

Nine

Nine



months

months

months

months



ended

ended

ended

ended



30 Sep

30 Sep

30 Sep

30 Sep



2012

2011

2012

2011


US$000

US$000

US$000

US$000



*Restated


*Restated







Expenses:






Pre-licence costs


-

(152)

-

(295)

E&E and other asset write offs


-

(235)

-

(744)

Administrative expenses


-

(203)

-

(621)

Foreign exchange loss


-

(4)

-

(3)

Share based payments


-

(30)

-

(90)







Operating loss

-

(624)

-

(1,753)







Other costs


-

-

-

(363)

Loss recognised on remeasurement






to fair value


-

-

-

(3,720)







Loss before taxation


-

(624)

-

(5,836)







Taxation charge for the period


-

-

-

-













Loss for the period


-

(624)

-

(5,836)







Loss per ordinary share (EPS)


US$

US$

US$

US$

Basic and diluted EPS on result in period


-

(0.004)

-

(0.033)







 

*Restated for discontinued operations

 

Asset write offs in 2011 were in respect of E&E and other expenses from the Kutai PSC in Indonesia, which was sold in October 2011. 2011 expenditure on the asset was expensed as incurred.

 

In October 2011 the Company completed the disposal of its portfolio of operated exploration interests in South East Asia to Kris Energy Limited for base consideration of US$3.4 million and a further contingent payment of US$1.0 million received in December 2011. The transaction generated a loss of US$3.6 million (chiefly comprising a loss recognised on re-measurement to fair value of US$3.7 million as at 30 September 2011) after deducting booked asset costs and other transaction costs and fees.

 

The net cash flows attributable to the disposal group in discontinued operations are as follows:

 






Nine months ended 30 September:


2012

2011



US$000

US$000





Operating cash outflows


-

(4,027)

Investing cash outflows


-

(1,091)

Financing cash outflows (1)


-

-





Net cash outflow


-

(5,118)





(1)  Repayments of loans and borrowings are classified as corporate cash outflows and excluded from discontinued operations analysis.

 

Balance Sheet as at 30 September 2011 - 'Assets held for sale and associated liabilities'

 

The assets and liabilities recorded as at 30 September 2011 in respect of all South East Asia interests were classified as part of a disposal group held for sale. These amounts stated in the balance sheet as at 30 September 2011 were written down to the estimated fair value less costs to sell of the disposal group. These Balance Sheet classifications as at 30 September 2011, now shown as comparatives to the 30 September 2012 Balance Sheet, have not been restated.

 

The financial results of the Kambuna field interest had previously been disclosed in the Q2 2011 and Q3 2011 reports to shareholders as part of discontinued operations but are now disclosed within continuing operations together with the results of the retained core business segments. The three and nine month ended 30 September 2011 income and cash flow statement financial results have therefore been restated to only disclose the Indonesian exploration business disposal group as 'discontinued'.

 

Analysis of cash and cash equivalents

 

For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise amounts from both continuing and discontinued operations;





30 September




2011




US$000





Cash held in continuing operations



18,450

Cash held in discontinued operations



777





Total per consolidated cash flow statement



19,227

 



7. Exploration and Evaluation Assets

 


Total


US$000

Net book amount:


At 1 January 2012 (audited)

69,083



Additions

3,436

Asset write-offs

(136)

Disposals

(5,160)



At 30 September 2012 (unaudited)

67,223





 

Disposals in E&E assets arose in the first quarter from the farm-out of an interest in the Company's Namibian licence to BP, and in the third quarter from farm-outs of interests in Morocco and the UK.

 

The re-imbursement due for the past Namibia costs capitalised as E&E assets is treated as a reduction from the book cost of the asset. The accounting gain of US$1.0 million on disposal recorded in the Q1 2012 income statement relates to the recognition of recovery for those past Namibia costs incurred that had been expensed as pre-licence costs in previous periods.

 

 

8. Property Plant and Equipment

 


Oil and gas

properties

Computer / IT equipment

Fixtures, fittings and equipment

Total


US$000

US$000

US$000

US$000

Cost:





At 1 January 2012 (audited)

62,598

189

901

63,688

Additions/reclassifications

619

-

-

619






At 30 Sep 2012 (unaudited)

63,217

189

901

64,307






Depreciation and depletion:





At 1 January 2012 (audited)

44,329

149

491

44,969

Charge for the period

8,440

23

231

8,694






At 30 Sep 2012 (unaudited)

52,769

172

722

53,663






Net book amount





At 30 September 2012

10,448

17

179

10,644











At 1 January 2012 (audited)

18,269

40

410

18,719






 

 

 

 



9.  Equity Share Capital

 

The concept of authorised share capital was abolished under the Companies Act 2006 and shareholders approved the adoption of new Articles of Association at the 2010 Annual General Meeting which do not contain any reference to authorised share capital.

 

The share capital of the Company comprises one "A" share of £50,000 and 176,770,310 ordinary shares of US$0.10 each. The "A" share has no special rights.

 

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 and one 'A' share.

 

Allotted, issued and fully paid:


 Share

Share

Total



capital

premium

Share capital

Group

Number

US$000

US$000

US$000











At 1 January 2011

176,570,311

17,747

189,910

207,657






Options exercised (i)

90,000

9

36

45






At 31 December 2011

176,660,311

17,756

189,946

207,702

and 31 March 2012










Options exercised (ii)

110,000

11

45

56






At 30 June and 30 September

176,770,311

17,767

189,991

207,758

2012










 

i)          In January 2011, 90,000 share options were converted to ordinary shares at a price of £0.32.

ii)         In April 2012, 110,000 share options were converted to ordinary shares at a price of £0.32.

 

On 2 November 2012, 6,000,000 new ordinary shares in the Company were allotted to NAMCOR in respect of the earlier award of the Namibian licences to Serica.

 

As at 13 November 2012 the issued voting share capital of the Company is 182,770,311 ordinary shares.

 

 



10.  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 "Serica BVI 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 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 1,900,000 ordinary shares of the Company. No further options will be granted under the Serica BVI Option Plan.

 

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 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 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.

 

7,858,460 of the share options granted by the Company under the Serica 2005 Option Plan were outstanding as at 30 September 2012, 3,894,690 of which are exercisable only if certain performance targets are met. In October 2012 a further 1,200,000 share options under the Serica 2005 Option Plan were granted to three executive directors, all of these options are subject to performance conditions.

 

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$115,000 has been charged to the income statement in continuing operations in the three month period ended 30 September 2012 (three month period ended 30 September 2011: US$208,000) and a similar amount credited to other reserves. US$30,000 has been charged to the income statement in discontinued operations for the three month period ended 30 September 2011.

 

The options granted in 2011 and 2012 were consistently valued in line with the Company's valuation policy, assumptions made included a weighted average risk-free interest rate of 3%, no dividend yield, and a volatility factor of 50%.

 

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period:



 

 

 

 

Serica BVI Option Plan



Number

WAEP Cdn$











Outstanding as at 1 January 2011, 31 December 2011





and 30 September 2012



1,900,000

1.46






Serica 2005 Option Plan




£






Outstanding at 1 January 2011



12,864,500

0.78






Granted during the year



450,000

0.31

Exercised during the year



(90,000)

0.32

Cancelled during the year



(3,041,500)

0.81






Outstanding at 31 December 2011



10,183,000

0.75






Granted during the period



2,144,960

0.21






Outstanding at 31 March 2012



12,327,960

0.66






Exercised during the period



(110,000)

0.32

Cancelled during the period



(1,902,500)

0.86






Outstanding at 30 June 2012



10,315,460

0.63






Expired during the period



(2,457,000)

0.86






Outstanding at 30 September 2012



7,858,460

0.55






 

In January 2012, 859,690 share options were granted to two executive directors and 1,285,270 share options were granted to certain employees other than directors with an exercise cost of £0.21375 and an expiry date of 10 January 2022.

 

In April 2012, 110,000 share options were exercised by employees other than directors at a price of £0.32 and 1,902,500 share options under the Serica 2005 Option Plan were cancelled.

 

In August 2012, 1,200,000 share options under the Serica 2005 Option plan expired.

 

In September 2012, 1,257,000 share options under the Serica 2005 Option plan expired.

 

In October 2012 1,200,000 share options were granted to three executive directors with an exercise cost of £0.29 and an expiry date of 8 October 2022.

 

 

11. Taxation

 

The major components of income tax in the consolidated income statement are:

 





Nine months ended 30 September:


2012

2011



US$000

US$000





Current income tax charge


-

3,851

Deferred income tax credit


-

(1,339)





Total tax charge


-

2,512





 

12. Publication of Non-Statutory Accounts

 

The financial information contained in this interim statement does not constitute statutory accounts as defined in the Companies Act 2006. The financial information for the full preceding year is based on the statutory accounts for the financial year ended 31 December 2011. Those accounts, upon which the auditors issued and unqualified opinion, are available at the Company's registered office at 52 George Street, London W1U 7EA and on its website at www.serica-energy.com and on SEDAR at www.sedar.com.

 

This interim statement will be made available at the Company's registered office at 52 George Street, London W1U 7EA and on its website at www.serica-energy.com and on SEDAR at www.sedar.com.

 

 


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