22nd Aug 2014 07:00
22 August 2014
Sefton Resources, Inc.
("Sefton" or the "Company")
Half Yearly Report for the six months to 30 June 2014
The Board of Directors of Sefton (the "Board") wishes to advise shareholders of the Company's performance during the first half of 2014 (the "Period").
Sefton has been, and continues to deal with a series of events which have constricted cash flows and operational flexibility during the Period. Principally among them has been the drain on cash flows needed to meet commitments on the Company's banking facilities. Beginning in Q3 2013, payments required to be made to the bank drained cash that would have normally been re-invested in operational activities. As a result, all three areas of operation have been negatively impacted:
· The heavy oil operations in California as they are dependent on cyclic steaming to maintain and grow the level of oil production, water disposal facilities to recirculate water produced with the oil and also on regular maintenance and care of equipment;
· In Kansas, the producible wells require regular maintenance and investment to exploit the asset. Without free cash flow, re-investment is not possible and production inevitably declines, as has been the case in the Company's main properties; and
· Sefton has been unable to move forward in developing its TEG Transmission assets in Kansas due to cash constraints.
An agreement with Hawker Energy to acquire an 80% interest in the heavy oil operations in California (see the announcement of 30 June 2014) has provided vital cashflow to Sefton during the Period, and the closing of this transaction, approved by shareholders at an Extraordinary General Meeting on 23 July 2014, is a key step in getting to a stable viable ongoing Company. The Hawker transaction is proceeding with a prospective close, possibly in Q3 2014, but more likely early Q4 2014, subject to a replacement debt financing package being put in place and continuing financial support by Hawker and its affiliates in dealing with the current bank, expanding operations in TEG USA and freeing other cash for investment in Kansas.
The Board are currently evaluating a production linked financing for the Kansas exploration and production assets (see the announcement of 22 August 2014) and are also in very early stage discussion with third parties interested in joint venture participation in co-owning and utilising the Kansas pipeline facilities.
The Company has been operating without the benefit of any executive directors, relying on experienced incumbents in field and operating locations in Kansas and California, as well as the Denver administration office.
The non-executive directors have been taking leading roles managing the external side of the business including stock exchange and capital markets, business development, M&A/disposals and multiple legal issues..
Whilst the appointment of a CEO and additional directors is a near term goal, doing so is unlikely before the Hawker transaction closes.
Whilst uncertainties continue, a platform is in place to get the Company through to the next phase of opportunity and development of the Company's remaining assets. Employees, directors and service providers have come together to keep the Company viable. The short term strategic goals are to complete the Hawker transaction, secure additional finance for Kansas and add directors knowledgeable in the areas of business of interest to the Company. Longer term direction will come from that new leadership team.
For further information please visit www.seftonresources.comor contact:
Keith Morris, Director | Tel: 0207 448 5111 |
Nick Harriss, Nick Athanas, Allenby Capital (Nomad) | Tel: 0203 328 5656 |
Neil Badger, Dowgate Capital Stockbrokers (Broker) | Tel: 01293 517744 |
Financial review for the six months ended 30 June 2014
Summarised financial information (unaudited)
30 June 2014 | 30 June 2013 | ||
$'000s | $'000s | ||
Revenue | 1,446 | 2,233 | |
Cost of sales | (1,045) | (887) | |
Gross profit | 401 | 1,346 | |
(Loss) / profit before non-cash charges, interest and taxes | (440) | 245 | |
Total comprehensive loss for the period | (959) | (253) | |
Cash and cash equivalents | 121 | 644 | |
Total assets | 15,708 | 28,618 | |
Total liabilities | (9,186) | (8,140) | |
Net assets | 6,522 | 20,478 | |
Capital expenditure | (122) | (1,694) | |
Realised oil price per barrel | $96 | $97 | |
Oil sold (barrels) | 15,024 | 22,975 | |
Oil production (barrels) | 15,178 | 22,699 |
Revenue in the period to 30 June 2014 is significantly lower than for the comparative period due predominantly to the significantly lower production and sales volumes, in addition to a slight drop in oil prices.
General and administrative expenses have decreased in the 2014 period to $805k compared to $1.080 million in the 2013 period. This decrease is largely due to reduction in staff costs.
The depletion, depreciation and amortisation charge has decreased to $152k in the period to 30 June 2014, compared to $277k in the period to 30 June 2013. This is mainly due to the decreased production, because the depletion charge is calculated on a units-of-production basis (% of estimated reserves).
The retirement obligation expense has increased compared to the comparative period due to an additional employee accruing retirement benefits.
Share-based payments are $103k in the six months to 30 June 2014 compared to $105k in the comparative period. No new options have been issued in the current period. Whilst a number of options have now vested resulted in a reduction in the expense for the period, 17,999,999 options have also been cancelled at 30 June 2014. This cancellation has resulted in an acceleration of the remaining expense for those options, in accordance with IFRS 2, of $24k which is included in the total share-based payments for the period.
Finance costs have increased significantly - from $120k in the 2013 half year period to $264k in the current period due to the combination of additional borrowings and increased interest rates.
There were no cash receipts from the issue of new shares in the period - compared to $967k in the period to 30 June 2013.
New loans issued in the period amounted to $892k, of which $102k was received in cash and $790k represents payments made directly by Hawker to repay capital and interest on the Group's existing bank loan ($129k of loans were issued in the period to 30 June 2013 for cash).
Conversion of loan notes and other share issues are explained in notes 2 and 3 below.
Unaudited consolidated statement of comprehensive income
June 2014 | June 2013 | December 2013 | ||||
$000's | $000's | $000's | ||||
Revenue | 1,446 | 2,233 | 4,727 | |||
Cost of sales | (1,045) | (887) | (1,894) | |||
Gross profit | 401 | 1,346 | 2,833 | |||
General and administrative expense | (805) | (1,076) | (2,594) | |||
Retirement obligation expense | (36) | (21) | (72) | |||
(841) | (1,197) | (2,666) | ||||
(Loss) / profit before exceptional administrative expenses | (440) | 249 | 167 | |||
Exceptional expenses - impairment (Kansas) | - | - | (1,923) | |||
Exceptional expenses - impairment (California) | - | - | (10,963) | |||
(Loss) / profit before non-cash charges, interest and taxes | (440) | 249 | (12,719) | |||
Depletion, depreciation and amortisation | (152) | (277) | (570) | |||
Share-based payments | (103) | (105) | (234) | |||
Operating income | (695) | (133) | (13,523) | |||
Finance costs | (264) | (120) | (246) | |||
Total comprehensive (loss) for the period attributable to equity holders of the parent | (959) | (253) | (13,769) | |||
Per share | Per share | Per share | ||||
$ | $ | $ | ||||
Basic and diluted loss per share | (0.00132) | (0.0004) | (0.02047) | |||
Unaudited consolidated balance sheet
June 2014 | June 2013 | December 2013 | ||||
$000's | $000's | $000's | ||||
Non-current assets | ||||||
Intangible assets | 3,765 | 5,638 | 3,671 | |||
Property, plant and equipment | 11,335 | 21,847 | 11,511 | |||
15,100 | 27,485 | 15,182 | ||||
Current assets | ||||||
Cash and cash equivalents | 121 | 644 | 250 | |||
Trade and other receivables | 487 | 489 | 690 | |||
608 | 1,133 | 940 | ||||
Total assets | 15,708 | 28,618 | 16,122 | |||
Non-current liabilities | ||||||
Retirement obligation | 329 | 241 | 292 | |||
Asset retirement obligation | 1,957 | 1,697 | 1,939 | |||
2,286 | 1,938 | 2,231 | ||||
Current liabilities | ||||||
Trade and other payables | 1,774 | 973 | 1,745 | |||
Current portion of borrowings | 5,126 | 5,229 | 4,955 | |||
6,900 | 6,202 | 6,700 | ||||
Total liabilities | 9,186 | 8,140 | 8,931 | |||
Net assets | 6,522 | 20,478 | 7,191 | |||
Shareholders' equity | ||||||
Share capital | 24,879 | 24,607 | 24,692 | |||
Retained deficit | (18,357) | (4,129) | (17,501) | |||
Total equity attributable to equity holders of the parent | 6,522 | 20,478 | 7,191 | |||
Unaudited consolidated statement of changes in equity
Common shares, no par value | |||||||
Shares | Amount | Retained deficit | Total | ||||
$000's | $000's | $000's | |||||
Balances 1 January 2014 | 704,089,741 | 24,692 | (17,501) | 7,191 | |||
Shares issued in lieu of payment | 7,154,724 | 32 | - | 32 | |||
Shares issued on conversion of loan notes | 18,063,854 | 155 | - | 155 | |||
Compensation expense related to share options | - | - | 103 | 103 | |||
Comprehensive income | - | - | (959) | (959) | |||
Balances 30 June 2014 | 729,308,319 | 24,879 | (18,357) | 6,522 | |||
Balances 1 January 2013 | 577,581,720 | 23,750 | (3,981) | 19,769 | |||
Shares issued for cash | 108,333,333 | 967 | - | 967 | |||
Share issuance costs | - | (110) | - | (110) | |||
Compensation expense related to share options | - | - | 105 | 105 | |||
Comprehensive income | - | - | (253) | (253) | |||
Balances 30 June 2013 | 685,915,053 | 24,607 | (4,129) | 20,478 | |||
Balances 31 December 2012 | 577,581,720 | 23,750 | (3,981) | 19,769 | |||
Shares issued for cash | 124,333,333 | 1,082 | - | 1,082 | |||
Share issuance costs | - | (150) | - | (150) | |||
Shares issued on conversion of loan notes | 2,174,688 | 10 | - | 10 | |||
Compensation expense related to share options | - | - | 234 | 234 | |||
Compensation expense related to share warrants | - | - | 15 | 15 | |||
Total comprehensive expense | - | - | (13,769) | (13,769) | |||
Balances 31 December 2013 | 704,089,741 | 24,692 | (17,501) | 7,191 | |||
Unaudited consolidated statement of cash flows
June 2014 | June 2013 | December 2013 | ||||
$000's | $000's | $000's | ||||
Cash flows from operating activities | ||||||
Operating profit | (959) | (253) | (13,769) | |||
Finance costs | 264 | 120 | 246 | |||
Share based payments | 103 | 105 | 234 | |||
Retirement benefit expense | 36 | 21 | 72 | |||
Depreciation | 152 | 277 | 570 | |||
Impairments | - | - | 12,886 | |||
(404) | 270 | 239 | ||||
Changes in operating assets and liabilities: | ||||||
Changes in trade and other receivable | 204 | 292 | 168 | |||
Changes in trade and other payables | 91 | 398 | 1,102 | |||
Net cash provided by operating activities | (109) | 960 | 1,509 | |||
Cash flows from investing activities | ||||||
Purchase of intangible assets | (94) | (710) | (1,071) | |||
Purchase of property, plant and equipment | (28) | (984) | (1,275) | |||
Net cash used in investing activities | (122) | (1,694) | (2,346) | |||
Cash flows from financing activities | ||||||
Proceeds of issue of new shares | - | 967 | 1,082 | |||
Expenses of new share issue | - | (110) | (150) | |||
Proceeds from notes payable | 102 | - | 193 | |||
Payments on notes payable | - | (350) | (796) | |||
Interest paid | - | (76) | (189) | |||
Net cash provided by financing activities | 102 | 431 | 140 | |||
Net (decrease) / increase in cash and cash equivalents | (129) | (303) | (697) | |||
Cash and cash equivalents at beginning of period | 250 | 947 | 947 | |||
Cash and cash equivalents at end of period | 121 | 644 | 250 | |||
Notes to the Unaudited Financial Information
for the 6 months ended 30 June 2014
Accounting policies
The interim financial information in this report has been prepared on the basis of the accounting policies set out in the audited financial statements for the year ended 31 December 2013, which complied with International Financial Reporting Standards as adopted for use in the European Union ("IFRS").
IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.
The condensed financial information for the period ended 31 December 2013 set out in this interim report has been extracted from the full audited financial statements. These financial statements can be viewed at www.seftonresources.com .
1. Loss per share attributable to the equity shareholders of the Company
Basic loss per share | June 2014 | June 2013 | December 2013 | ||
$000's | $000's | $000's | |||
Total basic loss per share (US cents) | (0.00132) | (0.0004) | (0.02047) | ||
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: | |||||
June 2014 | June 2013 | December 2013 | |||
$000's | $000's | $000's | |||
Earnings used in the calculation of total basic and diluted earnings per share | (959) | (253) | (13,769) | ||
June 2014 | June 2013 | December 2013 | |||
$000's | $000's | $000's | |||
Number of shares | |||||
Weighted average number of ordinary shares for the purposes of basic earnings per share | 723,748,535 | 647,609,344 | 672,715,707 | ||
As at 30 June 2014, 30 June 2013 and 31 December 2013 the options in issue are not dilutive under IAS 33, Earnings per Share, because they would have the effect of decreasing the loss per share. As such there is no difference between the basic and dilutive loss per share at these dates.
2. Share Capital
During the period to 30 June 2014, 83,720,700 Common Shares were issued as follows:
· On 17 January 2014, 7,154,724 common shares were issued in settlement of future contractual payments totalling £20,000, equivalent to 0.28 pence per share.
· The following conversions of the convertible loan notes have taken place:
Date | Principal converted | Price per common share | Number of shares issued | ||
21 January 2014 | $10,000 | 0.195 pence | 3,128,206 | ||
31 January 2014 | $10,000 | 0.195 pence | 3,128,206 | ||
10 February 2014 | $25,000 | 0.195 pence | 7,820,513 | ||
17 April 2014 | $10,000 | 0.153 pence | 3,986,929 | ||
6 May 2014 | $20,000 | 0.1397 pence | 8,446,671 | ||
9 June 2014 | $15,000 | 0.0995 pence | 9,045,226 | ||
18 June 2014 | $15,000 | 0.0862 pence | 10,259,917 | ||
27 June 2014 | $50,000 | 0.0956 pence | 30,750,308 |
Following the above conversions, the convertible loan notes principal was reduced to $55,000.
During the comparative 6 month period to 30 June 2013, 108,333,333 Common Shares were issued at 0.6p raising £650,000.
Following the issue of Common Shares in the period to 30 June 2014, there were 787,810,441 Common Shares in issue.
3. Events after the balance sheet date
Subsequent to the balance sheet date, 58,582,651 Common Shares were issued during July and August:
· On 18 July 2014, 32,168,554 common shares were issued in settlement of outstanding accounts payable, employee compensation and directors' fees and expenses in the amount of US$88,045, equivalent to 0.1592 pence per share.
· The following conversions of the convertible loan notes have taken place, as a result of which the loan notes have been converted in full:
Date | Principal converted | Price per common share | Number of shares issued | ||
23 July 2014 | $20,000 | 0.1234 pence | 9,487,667 | ||
30 July 2014 | $19,000 | 0.1391 pence | 8,067,940 | ||
15 August 2014 | $16,000 (plus accrued interest of $3,427) | 0.1312 pence | 8,858,490 |
Following these issues of Common Shares, there are 846,393,092 Common Shares in issue.
The agreement with Hawker Energy to acquire an 80% interest in the heavy oil operations in California was approved by shareholders at an Extraordinary General Meeting on 23 July 2014. The Hawker transaction is proceeding with a prospective close, possibly in Q3 2014, but more likely early Q4 2014, subject to a replacement debt financing package being put in place.
Related Shares:
SER.L