(a Development Stage Company)
Consolidated Financial Statements
For the three and six months ended March 31, 2013 and 2012
(expressed in Canadian dollars)
Zodiac Exploration Inc.
(a Development Stage Company)
Consolidated Balance Sheet
As at March 31, 2013 and September 30, 2012
(Unaudited – Expressed in Canadian $000’s)
| | Note | | | March 31, 2013 | | September 30, 2012 |
| Assets | | | | | | |
| Current Assets | | | | | | |
| Cash and cash equivalents | | | $ | 17,789 | $ | 20,381 |
| Accounts receivable | | | | 479 | | 685 |
| Prepaid expenditures | | | | 303 | | 649 |
| | | | | 18,571 | | 21,715 |
| | | | | | | |
| Property, plant and equipment | 4 | | | 55,428 | | 54,465 |
| | | | $ | 73,999 | $ | 76,180 |
| | | | | | | |
| Liabilities | | | | | | |
| Current Liabilities | | | | | | |
| Accounts payable and accrued liabilities | 5 | | $ | 1,447 | $ | 1,295 |
| | | | | 1,447 | | 1,295 |
| | | | | | | |
| Asset retirement obligation | 6 | | | 320 | | 308 |
| | | | | 1,767 | | 1,603 |
| Shareholders’ Equity | | | | | | |
| Share capital | 8 | | | 114,541 | | 114,541 |
| Warrants | 8 | | | 1,168 | | 2,833 |
| Contributed surplus | | | | 4,952 | | 3,215 |
| Deficit | | | | (48,429) | | (46,012) |
| | | | | 72,232 | | 74,577 |
| | | | $ | 73,999 | $ | 76,180 |
| Nature of operations | 1 | | | | | |
| Commitments | 11 | | | | | |
| Contingency | 13 | | | | | |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Consolidated Statement of Loss and Deficit
For the three and six months ended March 31, 2013 and 2012
(Unaudited – Expressed in Canadian $000’s expect per share amounts)
| | Three months ended | Six months ended |
| | | March 31, 2013 | | March 31, 2012 | | March 31, 2013 | | March 31, 2012 |
| Income | | | | | | | | |
| Interest Income | $ | 35 | $ | 51 | $ | 72 | $ | 91 |
| | | | | | | | | |
| Operating Expenses | | | | | | | | |
| General and administrative | | 1,242 | | 937 | | 2,521 | | 1,973 |
| Stock based compensation | | (192) | | 236 | | 72 | | 423 |
| Depreciation and accretion | | 11 | | 154 | | 22 | | 160 |
| Foreign exchange (gain) loss | | (71) | | 139 | | (126) | | 297 |
| | | 990 | | 1,466 | | 2,489 | | 2,853 |
| | | | | | | | | |
| Net Loss | | 955 | | 1,415 | | 2,417 | | 2,762 |
| | | | | | | | | |
| Deficit, beginning of period | | 47,474 | | 19,728 | | 46,012 | | 18,381 |
| Deficit, end of period | $ | 48,429 | $ | 21,143 | $ | 48,429 | $ | 21,143 |
| | | | | | | | | |
| Basic and diluted loss per share: | | 0.00 | | 0.00 | | 0.01 | | 0.01 |
| Weighted average shares outstanding during the period | | 359,635,408 | | 359,593,979 | | 359,635,408 | | 359,420,417 |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Consolidated Statement of Shareholders’ Equity
As at March 31, 2013
(Unaudited – Expressed in Canadian $000’s expect per share amounts)
| | Common Stock | Contributed Surplus | | Acc. Deficit | Total Shareholders’ Equity |
| | Shares | Amount | Warrants |
| As at September 30, 2011 | 359,248,741 | 114,424 | 2,947 | 2,833 | (18,381) | 101,823 |
| Stock-based compensation | - | - | 291 | - | - | 291 |
| Common shares issued on exercise of stock options | 386,667 | 80 | - | - | - | 80 |
| Contributed surplus effect on exercise of stock options | - | 37 | (37) | - | - | - |
| Net loss | - | - | - | - | (2,762) | (2,762) |
| As at March 31, 2012 | 359,635,408 | 114,541 | 3,201 | 2,833 | (21,143) | 99,432 |
| Stock-based compensation | - | - | 14 | - | - | 14 |
| Net loss | - | - | - | - | (24,869) | (24,869) |
| As at September 30, 2012 | 359,635,408 | 114,541 | 3,215 | 2,833 | (46,012) | 74,577 |
| Stock-based compensation | - | - | 72 | - | - | 72 |
| Expiry of warrants | - | - | 1,665 | (1,665) | - | - |
| Net loss | - | - | - | - | (2,417) | (2,417) |
| As at March 31, 2013 | 359,635,408 | 114,541 | 4,952 | 1,168 | (48,429) | 72,232 |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Consolidated Statement of Cash Flows
For the three and six months ended March 31, 2013 and 2012
(Unaudited – Expressed in Canadian $000’s expect per share amounts)
| | Three months ended | Six months ended |
| | | March 31, 2013 | | March 31, 2012 | | March 31, 2013 | | March 31, 2012 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
| Adjustments to reconcile net loss to total cash used in operations: | | | | | | | | |
| Net loss for the period | $ | (955) | $ | (1,415) | $ | (2,417) | $ | (2,762) |
| Depreciation and accretion | | 11 | | 154 | | 22 | | 160 |
| Stock based compensation | | (192) | | 236 | | 72 | | 423 |
| Foreign currency exchange (gain) losses | | (50) | | 135 | | (93) | | 292 |
| Change in accounts receivable | | 1 | | (4) | | 38 | | 16 |
| Change in prepaid expenditures | | 43 | | (52) | | 343 | | (45) |
| Change in accounts payable and accrued liabilities | | (384) | | 162 | | 179 | | 224 |
| TOTAL CASH FLOW USED IN OPERATING ACTIVITIES | | (1,526) | | (784) | | (1,856) | | (1,692) |
| | | | | | | | | |
| CASH FLOW FROM INVESTING ACTIVITIES: | | | | | | | | |
| Purchase of property and equipment | | (568) | | (4,604) | | (972) | | (12,467) |
| Change in accounts receivable | | (432) | | - | | 168 | | - |
| Change in prepaid expenditures | | 2 | | | | 2 | | |
| Change in accounts payable and accrued liabilities | | (86) | | - | | (60) | | - |
NET CASH USED IN INVESTING ACTIVITIES | | (1,084) | | (4,604) | | (862) | | (12,467) |
| | | | | | | | | |
| CASH FLOW FROM FINANCING ACTIVITIES: | | | | | | | | |
| Proceeds from stock options exercised | | - | | 80 | | - | | 80 |
| NET CASH FROM FINANCING ACTIVITIES | | - | | 80 | | - | | 80 |
| | | | | | | | | |
| OTHER ACTIVITIES: | | | | | | | | |
| Effect of exchange rate on cash and cash equivalents | | 72 | | (240) | | 126 | | (391) |
| | | | | | | | | |
| Net decrease in cash and cash equivalents | | (2,538) | | (5,548) | | (2,592) | | (14,470) |
| Cash and cash equivalents at beginning of period | | 20,327 | | 31,610 | | 20,381 | | 40,532 |
| Cash and cash equivalents at end of period | $ | 17,789 | $ | 26,062 | $ | 17,789 | $ | 26,062 |
| | | | | | | | | |
| Supplemental data: | | | | | | | | |
| Interest received | | 35 | | 51 | | 72 | | 91 |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
| 1. | Organization and Operations of the Company |
Zodiac Exploration Inc. (“Zodiac” or “the Company”) was formed as a result of the Reverse Takeover (“RTO”) structured under the Plan of Arrangement completed on September 28, 2010. Zodiac is principally engaged in the acquisition, exploration and development of oil and gas properties in the San Joaquin Basin in California. To date, the Company has had only incidental oil and gas revenues included as an offset to capital expenditures and is still considered to be in the development stage as defined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915.
The Company has consolidated in its accounts the accounts of: Zodiac Exploration Corp.; Peninsula Resources (Barbados) Limited; and Zodiac USA Corp. (“Zodiac USA”), including Zodiac Kentucky LLC (“Zodiac Kentucky”) and Zodiac Energy LLC (“Zodiac Energy”). Peninsula Resources (Barbados) Limited was established by Peninsula Resources Ltd. prior to the RTO and was formally dissolved on April 30, 2012. Zodiac Exploration Corp. (formerly 1543081 Alberta Ltd.) was the amalgamation vehicle for the RTO. Zodiac Kentucky and Zodiac Energy were established to carry on oil and gas exploration and development activities in the states of Kentucky and California, respectively. Both Zodiac Kentucky and Zodiac Energy are limited liability corporations, established under the laws of the state of Nevada and wholly owned by Zodiac USA. Zodiac Kentucky is inactive and no longer registered to operate in Kentucky.
At March 31, 2013, the Company has not yet achieved profitable operations, has accumulated a deficit of $48,429 (September 30, 2012 ‑ $46,012) since its inception, and expects to incur further losses in the development of its business, which is typical of an oil and gas exploration company in the early stages of development. As at March 31, 2013, the Company’s cash balance was $17,789 (September 30, 2012 ‑ $20,381) generated primarily from financings completed in the fiscal years ended September 30, 2011 and 2010.
| 2. | Significant Accounting Policies |
These unaudited interim consolidated financial statements have been prepared in accordance with US generally accepted accounting principles ("US GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), using the same accounting policies and methods as per the audited consolidated financial statements for the year ended September 30, 2012 except that certain annual disclosures have been condensed or omitted. The unaudited interim consolidated financial statements do not include all of the disclosures required by US GAAP, and should be read in conjunction with the most recent audited consolidated financial statements of the Company.
In the opinion of management, these unaudited interim consolidated financial statements contain all accruals and adjustments of a normal and recurring nature necessary to present fairly the Company's financial position as at, and results of operations and cash flows for, the three and six months ending March 31, 2013.
Because the determination of certain assets and liabilities are dependent upon future events, the preparation of unaudited interim consolidated financial statements involves the use of estimates and approximations. Consequently, the results of operations for the periods presented are not necessarily indicative of those expected for any subsequent quarter or the entire year ending September 30, 2013.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
| 3. | Recent Accounting Developments |
The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their impact, if any, on the consolidated financial position, results of operations, and cash flows of the Company. Based on its review, the Company does not believe that any of the proposed accounting standards will have a significant impact on its financial position, results of operations, or cash flows.
| 4. | Property, plant and equipment |
Property, plant and equipment consist of the following:
| | | | | |
| | Cost** $ | Accumulated depreciation $ | March 31, 2013 Net Book Value $ | September 30, 2012 Net Book Value $ |
| Oil and gas properties | 55,370 | - | 55,370 | 54,398 |
| Other | 173 | 115 | 58 | 67 |
| Total | 55,543 | 115 | 55,428 | 54,465 |
| **Net of impairment charges: $23,162 in 2012 and $8,472 in 2011. |
On January 31, 2011, Zodiac acquired, through farm in, a 75% working interest in approximately 21,500 (16,000 net) acres located in Kings and Kern Counties in California for total consideration of US$8,422. The transaction included the payment of US$5,614 in cash, the issuance of 2,700,018 shares with a deemed value of US$1,871 and provision of a work credit in respect of future cash calls made by Zodiac of US$936. In order to earn the initial 8,000 acres of this land, the Company was required to have drilled a well to evaluate the Monterey formation prior to January 1, 2013. Zodiac elected not to drill the first well which was required to be drilled by January 1, 2013 and as a result, relinquished approximately 8,000 acres to the farmor. In order to earn the remaining approximate 8,000 acres, Zodiac is required to drill a well to evaluate the Kreyenhagen formation prior to January 1, 2014. In the event Zodiac does not elect to drill the well prior to January 1, 2014, the remaining approximate 8,000 acres will revert to the farmor.
On October 23, 2012, the Company entered into a farmout agreement (“Farmout Agreement”) with Aera Energy LLC (“Aera”), whereby Aera acquired the right to earn a 50% interest in approximately 19,600 net acres of the Company’s lands located in Kings County (“Farmout Lands”). The Farmout Agreement is comprised of two phases whereby Aera is required to pay 100% of the costs of drilling a vertical well and a horizontal well in each phase. Upon fulfillment of the drilling commitments in Phase 1, Aera will earn a 50% interest in approximately 9,800 acres of the Farmout Lands. Upon fulfillment of the drilling commitments in Phase 2, Aera will earn a 50% interest in approximately 9,800 acres of the Farmout Lands. Drilling in Phase 1 was required to commence no later than June 2013 and in February 2013, Aera spud the initial vertical well under Phase 1. The initial vertical well has since been drilled to its final vertical depth and has been temporarily suspended and remains on tight-hole status. Drilling in Phase 2 is required to commence no later than December 1, 2013 under the terms of the Farmout Agreement. The Company will retain a carried working interest of 12.5% (before payout) and 25% (after payout) in the earning wells. Upon Aera’s fulfillment of its earning obligations under each Phase of the Farmout Agreement, the Company will elect into either a 50% working interest or a 3% overriding royalty in the Farmout Lands.
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
During the three months and six months ended March 31, 2013, the Company capitalized $26 (March 31, 2012 ‑ $105 and $136) of general and administrative expenditures and stock‑based compensation costs attributable to employees and consultants directly engaged in exploration activities.
At March 31, 2013, the balance of the oil and gas properties related to unproven properties, and the Company has not commenced principal operations, accordingly there has been no depletion or depreciation recorded against the oil and gas properties.
During the twelve months ended September 30, 2012, the Company recognized an impairment charge of $23,162 on its California assets. This impairment relates to an asset (land and drilling costs) whose lease was allowed to lapse as it was determined that it was not in the Company’s best interest to continue to explore and develop that specific area.During the twelve months ended September 30, 2011, the Company recognized an impairment charge of $8,472 on its Nova Scotia assets. In determining the impairment charge for these assets, the Company considered (among others) the following factors: intent to drill by the operator of the Windsor Basin project; remaining lease term; geological and geophysical evaluations; and drilling results. The operator has since begun reclamation activities on the assets in question and the Company expects settlement of the liability within the year.During the three and six months ended March 31, 2013, the Company did not record an impairment charge.
| 5. | Accounts Payable and Accrued Liabilities |
Accounts payable consist of the following:
| | March 31, 2013 $ | September 30, 2012 $ |
| Trade accounts payable | 1,102 | 1,078 |
| Accrued liabilities | 345 | 217 |
| Total accounts payable and accrued liabilities | 1,447 | 1,295 |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
| 6. | Asset Retirement Obligation |
As at March 31, 2013, the Company has estimated the net present value of its total Asset Retirement Obligation ("ARO") to be $320 (September 30, 2012 ‑ $308) based upon a total future undiscounted liability of $621 (September 30, 2012 ‑ $736), where the liability settlement period has been estimated to occur over 1 to 25 years. During the twelve months ended September 30, 2012, the Company began incurring reclamation costs in the Windsor Basin in Nova Scotia. The Company calculated the net present value of ARO using a discount rate of 8% and an inflation rate of 2% to 3%.
| | March 31, 2013
$ | September 30, 2012
$ |
| Balance, beginning of period | 308 | 385 |
| Accretion expense | 12 | 135 |
| Liabilities settled | - | (130) |
| Revision to ARO | - | (82) |
| Balance, end of period | 320 | 308 |
| a) | The significant components of the Company's future tax assets and liabilities are as follows:
|
| | March 31, 2013
$ | September 30, 2012
$ |
| Property, plant and equipment | 1,365 | 1,384 |
| Non‑capital loss carryforward | 2,497 | 2,877 |
| Share issuance costs | 397 | 515 |
| Asset retirement obligation | 93 | 60 |
| Valuation allowance | (4,352) | (4,836) |
| | - | - |
| b) | The Company has estimated tax pools totaling $100,785 as follows:
|
| |
Rate of claim | March 31, 2013
$ |
| U.S. tax pools | 100% | 81,853 |
| Canadian tax pools | Various | 17,581 |
| | | 99,434 |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
a) Authorized
Unlimited number of common shares with voting rights.
Unlimited number of preferred shares, issuable in series.
b) Issued
| | Number of Common Shares | Amount
$ |
| Outstanding, September 30, 2011 | 359,248,741 | 114,424 |
| Common shares issued upon exercise of options | 386,667 | 80 |
| Equity effect on exercise of options | - | 37 |
| Outstanding, September 30 2012 and March 31, 2013 | 359,635,408 | 114,541 |
| | Outstanding March 31, 2013 | Weighted Average Exercise Price
$ |
Deemed Value
$ |
| Warrants issued on private placement (i) | 24,445,706 | 0.414 | 1,168 |
| Outstanding, end of period | 24,445,706 | 0.414 | 1,168 |
| (i) | The Company issued 27,095,068 common share purchase warrants in conjunction with an equity raise during the fiscal year ended September 30, 2010. As of March 31, 2013, there are 24,445,706 common share purchase warrants outstanding with an exercise price of $0.414 per share, of which 12,325,008 expire on March 17, 2015, 11,088,539 expire on April 1, 2015 and 1,032,159 expire on April 9, 2015. |
| | The remaining fair value of the warrants issued is $1,168 at March 31, 2013 (September 30, 2012 ‑ $1,168), which was allocated from the gross proceeds received on the private placement.
|
| | | | March 31, 2013 |
| | Number of Warrants | Weighted Average Exercise Price
$ | Weighted Average Remaining Contractual Life (years) |
| Balance, September 30, 2012 and March 31, 2013 | 7,250,000 | 0.207 | 2.02 |
On April 6, 2010, the Company issued the equivalent of 10,150,000 performance warrants to officers of the Company. These performance warrants have an equivalent exercise price of $0.207 per share, a term of five years, are exercisable into one common share per performance warrant and vest in four equal increments with the initial increment occurring on a liquidity event for the Company. The RTO was the initial liquidity event for the performance warrants, and the initial liquidity price was equal to $0.352, the Zodiac Exploration Inc. equivalent price ($0.51 divided by 1.45) of the subscription receipt financing. The remaining warrants became exercisable in increments of 25% with each increase in the market price of the common shares of 33% from the original liquidity price, with 100% of the performance warrants being exercisable upon the achievement of a common share price equal to two times the initial liquidity price. All performance warrants vested in 2011. On July 29, 2012, 2,900,000 performance warrants held by former officers were cancelled.
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
The fair value of the performance warrants issued was estimated as at the grant date using the Black‑Scholes option pricing model. The compensation expense is recognized over the then expected vesting term. The estimate of this expense is adjusted for subsequent changes in the expected or actual outcome of the vesting requirements and any changes to this expense are recorded in the period of the change.
Compensation expense for the three and six months ended March 31, 2013 was $nil and $13, respectively, (March 31, 2012 - $18 and $66), and was recognized as a non‑cash compensation expense, with an offsetting credit to contributed surplus. As at March 31, 2013, the total estimated fair value of the performance warrants has been recognized as compensation expense.
During the three and six months ended March 31, 2013, the officers holding the outstanding performance warrants resigned from the Company and accordingly all of the performance warrants will expire during the subsequent quarter.
e) Stock options outstanding
Under the share option plan of the Company (the “Plan”), established on September 28, 2010, the number of common shares to be reserved and authorized for issuance pursuant to options granted under the Plan cannot exceed 10% of the total number of issued and outstanding shares of the Company. The 10% limit includes shares reserved for issuance upon the exercise of the performance warrants (Note 8 (d)). All currently issued options have terms of five years and vest over two to three years; the term, the vesting period and the price are determined at the discretion of the Board of Directors. However, the maximum option term shall not exceed five years.
The following table summarizes information about the Company’s stock options outstanding at March 31, 2013, and for changes that occurred during the six month period then ended:
| | | | March 31, 2013 |
| | Equivalent Number of Options | Weighted Average Exercise Price
$ | Weighted Average Remaining Contractual Life (years) |
| Balance, beginning of period | 9,578,083 | 0.48 | 2.93 |
| Granted | 11,450,000 | 0.10 | 4.77 |
| Forfeited | (2,484,166) | 0.57 | - |
| Balance, end of period | 18,543,917 | 0.24 | 3.84 |
As at March 31, 2013, the Company had 9,745,411 options granted but not yet vested.
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
The following table summarizes information about the Company’s stock options outstanding at September 30, 2012, and for changes that occurred during the year then ended:
| | | | September 30, 2012 |
| | Equivalent Number of Options | Weighted Average Exercise Price
$ | Weighted Average Remaining Contractual Life (years) |
| Balance, beginning of year | 14,717,250 | 0.534 | 3.74 |
| Granted | 1,780,000 | 0.244 | 4.12 |
| Forfeited | (6,532,500) | 0.516 | - |
| Exercised | (386,667) | 0.207 | - |
| Balance, end of year | 9,578,083 | 0.487 | 2.93 |
| | f) Stock-based compensation |
During the three and six months ended March 31, 2013, the Company granted 3,000,000 and 11,450,000 options, respectively, to officers, directors, employees and consultants (March 31, 2012 – 150,000 and 1,780,000). The terms of the grant are consistent with the Plan and options are exercisable at an average price of $0.10 per option and expire five years after the grant date. The fair value of the options granted is estimated as at the grant date using the Black‑Scholes option pricing model. The weighted average assumptions used in the calculation are noted below:
| | 2013 | 2012 |
| Risk‑free interest rate | 1.13% | 1.12% |
| Expected life | 2.96 years | 3.0 years |
| Expected volatility | 141.67% | 71.11% |
| Forfeiture rate | 27.97% | 1.94% |
| Fair value per option | $0.065 | $0.089 |
Compensation expense recognized for the three and six months ended March 31, 2013 was $(192) and $59, respectively, (March 31, 2012 - $88 and $225). Of the total compensation expense for the three and six months ended March 31, 2013, $(192) and $72 (March 31, 2012 ‑ $218 and $357) has been recorded as a stock‑based compensation expense and $nil (March 31, 2012 ‑ $(129) and $(132)) has been capitalized for options issued to employees and consultants directly involved in exploration activities. The total amount has been recorded with an offsetting credit to contributed surplus.
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
The following table reflects the aggregate stock-based compensation at March 31, 2013, including compensation expense recognized related to the performance warrants (note 8(d)):
| | Three months ended | Six months ended |
| | March 31, 2013 $ | March 31, 2012 $ | March 31, 2013 $ | March 31, 2012 $ |
| Stock-based compensation | (192) | 218 | 59 | 357 |
| Performance warrant compensation expense | - | 18 | 13 | 66 |
| | (192) | 236 | 72 | 423 |
Basic earnings per share are calculated based on the weighted average number of shares outstanding during the three and six months ended March 31, 2013 of 359,635,408 (March 31, 2012 – 359,593,979 and 359,420,417). The treasury stock method is used for the calculation of diluted loss per share. Under this method, it is assumed that proceeds from the exercise of dilutive securities are used by the Company to repurchase Company shares at the average price during the period. Application of this methodology was anti‑dilutive for the period. The issued and outstanding warrants, performance warrants, and vested stock options of 24,445,706, 7,250,000 and 8,798,506, respectively, were not dilutive as the Company is in a loss position.
During the three and six months ended March 31, 2013, aggregate legal fees of $56 and $99, respectively, were charged by a law firm in which the corporate secretary of the Company is a partner of, and were expensed as general and administrative expenses (March 31, 2012 - $33 and $61).
a) Fair value measurement
ASC Topic 820.10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820.10 applies whenever other statements require or permit assets or liabilities to be measured at fair value. The Company's financial assets and liabilities are measured at fair value on a recurring basis. The Company discloses its recognized non‑financial assets and liabilities, such as asset retirement obligations and other property and equipment at fair value on a non‑recurring basis. For non‑financial assets and liabilities, the Company is required to disclose information that enables users of its financial statements to assess the inputs used to develop said measurements. The Company recognized an impairment in its California non-financial assets during the year ended September 30, 2012 and in its Nova Scotia non-financial assets during the year ended September 30, 2011.
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
ASC 820.10 requires that assets and liabilities carried at fair value be classified and disclosed based on the following hierarchy for fair value measurements:
| Level 1 | Quoted prices in active markets for identical assets or liabilities. |
| Level 2 | Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| Level 3 | Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, based on the best information available. |
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The fair value of the investment is determined by the best available information including regard for market conditions and other factors that a market participant would consider for such investments.
b) Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from joint venture partners.
The majority of the Company's receivables are from its industry partners, where the receivables have not been collateralized. To date, the Company has not experienced any bad debts and maintains no allowance for doubtful accounts. The Company's cash and cash equivalents are held by two financial institutions, one in Canada and the other in the US.
The carrying amount of trade accounts receivable, cash and cash equivalents represent the Company's maximum credit exposure.
| a) | The Company holds an operating lease agreement for office space in Calgary, Alberta commencing on March 1, 2012 and ending on February 28, 2017. The annual average basic rent obligation is $110, payable in monthly instalments of $9. In addition to the basic rent, additional rent is payable monthly, and includes the Company’s proportionate share of all operating costs and taxes. |
| b) | The Company holds an operating lease agreement for office space in Bakersfield, California commencing July 1, 2012 and ending on June 30, 2017. The annual average basic rent obligation is US$77 per annum, payable in average monthly instalments of USD$6. In addition to the basic rent, additional rent is payable monthly, and includes the Company’s proportionate share of all operating costs and taxes. |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
The Company’s primary operations are limited to a single industry being the acquisition, exploration for, and development of petroleum and natural gas. Geographical segmentation is as follows:
| | Three months ended March 31, 2013 ($) |
| | Canada | United States | Total |
| Interest income | 35 | - | 35 |
| Depreciation and accretion | 8 | 3 | 11 |
| Net (profit) loss | (396) | 1,351 | 955 |
| Property, plant and equipment | 2,894 | 52,534 | 55,428 |
| Total assets | 35,331 | 38,668 | 73,999 |
| | Three months ended March 31, 2012 ($) |
| | Canada | United States | Total |
| Interest income | 51 | - | 51 |
| Depreciation and accretion | 153 | 1 | 154 |
| Net loss | 981 | 434 | 1,415 |
| Property, plant and equipment | 3,011 | 73,950 | 76,961 |
| Total assets | 45,353 | 59,106 | 104,459 |
| | Six months ended March 31, 2013 ($) |
| | Canada | United States | Total |
| Interest income | 72 | - | 72 |
| Depreciation and accretion | 16 | 6 | 22 |
| Net loss | 325 | 2,092 | 2,417 |
| Property, plant and equipment | 2,894 | 52,534 | 55,428 |
| Total assets | 35,331 | 38,668 | 73,999 |
| | Six months ended March 31, 2012 ($) |
| | Canada | United States | Total |
| Interest income | 91 | - | 91 |
| Depreciation and accretion | 159 | 1 | 160 |
| Net loss | 2,428 | 334 | 2,762 |
| Property, plant and equipment | 3,011 | 73,950 | 76,961 |
| Total assets | 45,353 | 59,106 | 104,459 |
The accompanying notes are an integral part of these financial statements.
Zodiac Exploration Inc.
(a Development Stage Company)
Notes to the Financial Statements
For the three and six months ended March 31, 2013 and 2012
(Unaudited - Expressed in Canadian $000's except per share amounts)
During 2011, the Company entered into a joint venture marketing process with an oil & gas mergers and acquisition firm. The agreement terminated August 31, 2012 and the Company is in discussions with the firm as to whether any fees are payable. As of the date of these financial statements, an estimate of a possible fee amount, if any, cannot be reasonably made and therefore no amount has been included in these financial statements in respect of any such fees.
14. Subsequent events
Acquired with the Jaguar Prospect were certain option lands which the Company has designated as the Hawk Prospect (Gross acres 7,000, Net acres 3,900). The Company had the option of drilling an earning well to retain them or allowing them to revert to the farmor at the end of the option period. The Company was required to commit to drilling the well by March 31, 2013 and spudding the well by May 31, 2013. The Company has determined that these lands are not core to the Company’s operations and accordingly has elected not to commit to drilling the well and the lands will therefore revert back to the farmor during the third quarter.
The accompanying notes are an integral part of these financial statements.
