TransGlobe Energy Corporation ("TransGlobe" or the "Company") (TSX:
TGL) (NASDAQ: TGA) is pleased to announce its financial and
operating results for the three and nine-month periods ended
September 30, 2009. All dollar values are expressed in United
States dollars unless otherwise stated. The conversion to barrels
of oil equivalent ("Boe") of natural gas to oil is made on the
basis of six thousand cubic feet of natural gas being equivalent to
one barrel ("Bbl") of crude oil. With the sale of TransGlobe's
Canadian assets having closed on April 30, 2008, the results from
the Canadian segment of operations are being presented as
"discontinued operations" in this document.
HIGHLIGHTS
- Production of 8,864 barrels of oil per day ("Bopd"), a 28%
increase over third-quarter 2008 production;
- Positive funds flow from operations of $12.6 million or
$0.19/share;
- Net loss of $1.6 million or $0.02/share, a significant
improvement over the second quarter of 2009;
- Strong balance sheet maintained with a low debt-to-funds-flow
ratio of 1:1.3; and
- Capital expenditures of $10.6 million covered entirely by
funds flow from operations.
Corporate Summary
For the third quarter of 2009, TransGlobe recorded funds flows
from operations of $12.6 million. Oil prices increased by 18%
during the reporting period, averaging $57.41 per barrel ("Bbl")
compared with $48.62/Bbl in the second quarter, and continued to
strengthen during October. Production decreased by 8% during the
third quarter, primarily due to pump equipment failures in the West
Gharib fields during July and August. West Gharib production was
restored in late August, increasing the Company's total production
to an average of 9,362 Bopd in September and 9,186 Bopd in October.
The higher production levels, combined with healthy oil prices, are
anticipated to improve funds flows for the remainder of the
year.
The net loss in the quarter amounted to $0.02 per share vs.
$0.07 per share in the second quarter of 2009 as oil prices
improved during the reporting period.
The Company continues to fully fund its capital expenditures
from funds flow and remains on track to meet 2009 production
guidance of between 8,800 and 9,200 Bopd. TransGlobe has revised
its oil price assumptions for the fourth quarter from $60.00/Bbl to
$65.00/Bbl. This change results in funds flow for the full year
expected to reach $47.0 million as compared to earlier guidance set
at $43.0 million.
With a strong balance sheet and low debt levels, TransGlobe is
well positioned to pursue new growth opportunities.
A conference call to discuss TransGlobe's third quarter results
presented in this report will be held on Thursday, November 5, 2009
at 2:30 PM Mountain Time (4:30 PM Eastern Time) and is accessible
to all interested parties by dialing 1-416-340-2216 or toll-free
1-866-226-1792 (see also TransGlobe's news release dated October
29, 2009). Online, the webcast may be accessed at
http://events.digitalmedia.telus.com/transglobe/110509/index.php.
FINANCIAL AND OPERATING RESULTS
(US$000s, except per share, price, volume amounts and % change)
Three Months Ended Nine Months Ended
September 30 September 30
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Financial 2009 2008 % Change 2009 2008 % Change
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Oil and gas revenue 46,818 66,707 (30) 117,754 204,410 (42)
Oil and gas revenue,
net of royalties
and other 28,495 36,577 (22) 74,017 114,121 (35)
Derivative gain
(loss) on commodity
contracts 152 14,890 (99) (3,529) (9,455) (63)
Operating expense 6,971 5,088 37 17,378 15,778 10
General and
administrative
expense 2,636 2,066 28 7,505 7,203 4
Depletion,
depreciation and
accretion expense 14,192 8,962 58 40,624 28,811 41
Income taxes 6,161 9,751 (37) 14,966 28,475 (47)
Funds flow from
operations(i) 12,603 16,775 (25) 35,361 53,133 (33)
Basic per share 0.19 0.28 0.55 0.89
Diluted per share 0.19 0.27 0.55 0.88
Net (loss) income (1,618) 24,790 (107) (10,933) 23,883 (146)
Basic per share (0.02) 0.41 (0.17) 0.39
Diluted per share (0.02) 0.41 (0.17) 0.39
Capital expenditures 10,599 18,755 (43) 28,005 30,547 (8)
Acquisitions - 17,552 (100) - 62,011 (100)
Long-term debt,
including current
portion 52,686 57,127 (8) 52,686 57,127 (8)
Common shares
outstanding
Basic (weighted
average) 65,328 59,784 9 64,135 59,757 7
Diluted (weighted
average) 65,328 60,771 7 64,135 60,624 6
Total assets 228,964 234,501 (2) 228,964 234,501 (2)
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(i) Funds flow from operations is a non-GAAP measure that represents cash
generated from operating activities before changes in non-cash working
capital.
Operating
----------------------------------------------------------------------------
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Average production
volumes
(Boepd) (6:1) 8,864 6,935 28 9,090 7,493 21
Oil and liquids (Bopd) 8,864 6,935 28 9,090 7,001 30
Average price
($ per Bbl) 57.41 104.55 (45) 47.45 102.79 (54)
Gas (Mcfpd) - - - 2,955 (100)
Average price
($ per Mcf) - - - 8.78 (100)
Operating expense
($ per Boe) 8.55 7.97 7 7.00 7.68 (9)
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Financial from Continuing Operations (excludes Canadian Operations)
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Oil revenue 46,818 66,707 (30) 117,754 193,387 (39)
Oil and gas revenue,
net of royalties
and other 28,495 36,577 (22) 74,017 105,466 (30)
Operating expense 6,971 5,088 37 17,378 13,476 29
Depletion and
depreciation expense 14,192 8,962 58 40,624 26,133 55
Funds flow from
continuing
operations(i) 12,603 16,775 (25) 35,361 46,780 (24)
Basic per share 0.19 0.28 0.55 0.78
Diluted per share 0.19 0.27 0.55 0.77
Net (loss) income from
continuing operations (1,618) 24,787 (107) (10,933) 15,691 (170)
Basic per share (0.02) 0.41 (0.17) 0.26
Diluted per share (0.02) 0.41 (0.17) 0.26
Capital expenditures 10,599 18,755 (43) 28,005 29,933 (6)
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(i) Funds flow from continuing operations is a non-GAAP measure that
represents cash generated from continuing operating activities before
changes in non-cash working capital.
Operating from Continuing Operations (excludes Canadian Operations)
----------------------------------------------------------------------------
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Average production
volumes (Bopd) 8,864 6,935 28 9,090 6,847 33
Oil and liquids
(Bopd) 8,864 6,935 28 9,090 6,847 33
Average price
($ per Bbl) 57.41 104.55 (45) 47.45 103.08 (54)
Operating expense
($ per Bbl) 8.55 7.97 7 7.00 7.18 (3)
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OPERATIONS UPDATE
ARAB REPUBLIC OF EGYPT
West Gharib, Arab Republic of Egypt (100% working interest,
TransGlobe operated)
Operations and Exploration
Three wells were drilled during the third quarter, resulting in
an oil well at Hana West #7, a potential oil well at East Hoshia #4
and a dry exploration well at El Hoda #1 which will be converted to
a water source well. Subsequent to the quarter, an exploration well
at Abu Ghaylun #2 was plugged back and cased as a water source
well.
The East Hoshia #4 well, which was drilled in June/July 2009,
encountered good oil shows in the Thebes formation during drilling
and was completed as a potential Thebes oil well in August. The
East Hoshia #4 has exhibited very little inflow capability due to
insufficient productive fractures in the vertical wellbore.
The Hana West #7 was drilled and cased as a dual zone oil well
in August. The well encountered a thin sand in the Lower Rudeis B
formation (which tested 450 Bopd in the Hana West discovery well,
Hana #18) and the Asl B formation. The well was initially completed
in the Lower Rudeis B and has produced approximately 15-20 Bopd of
clean oil since mid-September.
The El Hoda #1 (west of the Hoshia field) exploration well was
drilled to a total depth of 7,066 feet and subsequently plugged and
abandoned. The deeper pre-Miocene targets were wet. The main
producing Lower Rudeis sand found in the Hoshia field was faulted
out at the El Hoda location. The El Hoda well defined the location
of the western bounding fault for the Hoshia field. A follow-up
well is planned at Hoshia #8 to develop the western, up-dip portion
of the Hoshia field. The El Hoda #1 well will be converted to a
water source well for the Hoshia waterflood project.
Subsequent to the Quarter, the Abu Ghaylun #2 exploration well
was drilled to a total depth of 4,930 feet and abandoned. Although
good shows were encountered, the targeted Rudeis sand was wet. The
well will be completed as an additional water source well for the
Hoshia waterflood project.
The drilling rig was moved to Arta #12 and is currently drilling
a horizontal appraisal well. The Arta field is characterized by a
thick oil column, no water production and low productivity oil
wells (10 to 20 Bopd per well, with one well producing 60 to 70
Bopd). The Arta #12 horizontal well is targeting an initial
productivity of 150 to 250 Bopd. If successful, an additional five
to ten horizontal wells could be drilled on the structure. Arta #12
is the first horizontal well to be drilled on the West Gharib
Concession. Following Arta #12 horizontal, the drilling rig is
scheduled to return to the Hana area to drill Hana West #8 and Hana
#20.
The Hana waterflood project was expanded during the quarter with
injection commencing at Hana #4 at the southern end of the field.
Injection volumes will be ramped up during the current quarter, as
the water source injection system is brought on line to supplement
the injection of produced water. Work is continuing at Hoshia on
the water source supply system to supplement the current injection
of produced water.
Production
Production from West Gharib averaged 5,746 Bopd to TransGlobe
during the third quarter, down 638 Bopd (10%) from the previous
quarter. Approximately 950 Bopd was shut in during July and August
due to a number of pump changes, primarily in the Hana West field.
Production was restored in late August, resulting in a production
rate of 6,386 Bopd for September and 6,267 Bopd for October.
Quarterly West Gharib Production (Bopd)
2009 2008
----------------------------------------------------------------------------
Q-3 Q-2 Q-1 Q-4
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Gross production rate 5,747 6,384 5,364 3,405
TransGlobe working interest 5,747 6,384 5,364 3,405
TransGlobe net (after royalties) 3,732 4,132 3,491 2,228
TransGlobe net (after royalties and
tax)(i) 2,918 3,234 2,726 1,742
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(i) Under the terms of the West Gharib Production Sharing Concession,
royalties and taxes are paid out of the government's share of production
sharing oil.
Nuqra Block 1, Arab Republic of Egypt (71.43% working interest,
TransGlobe operated)
Operations and Exploration
The Company has entered the second exploration extension period,
effective July 18, 2009. The second exploration period has a
three-year term (expiry date of July 17, 2012) with a commitment to
spend $5.0 million and drill two exploration wells. Prior to
entering the second extension period, 25% of the original
concession area (approximately 1.9 million acres) was relinquished.
Effective July 18, 2009, the Nuqra concession area covers
approximately 3.7 million acres. The relinquished lands were not
considered prospective by the Company.
TransGlobe has identified a prospect that appears similar to the
oil discovery announced by a nearby operator at Al Baraka #1 and #2
on the Kom Ombo Concession, located immediately west of the Nuqra
Concession. The Company has discussed rig-sharing possibilities
with the adjacent operators to facilitate a potential 2010 drilling
program.
YEMEN EAST- Masila Basin
Block 32, Republic of Yemen (13.81% working interest)
Operations and Exploration
In late September, drilling commenced at Tasour #26. The Tasour
#26 infill development well is expected to be completed in
November. No additional wells are planned for the balance of
2009.
Production
Production from Block 32 averaged 5,501 Bopd (760 Bopd to
TransGlobe) during the quarter, representing an 11% decrease from
the previous quarter primarily due to natural declines and to a
three day shut-in of production in September to facilitate a small
repair to the export pipeline.
Production averaged approximately 5,047 Bopd (697 Bopd to
TransGlobe) during October.
Quarterly Block 32 Production (Bopd)
2009 2008
----------------------------------------------------------------------------
Q-3 Q-2 Q-1 Q-4
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Gross production rate 5,501 6,188 6,257 5,966
TransGlobe working interest 760 855 864 824
TransGlobe net (after royalties) 467 656 606 477
TransGlobe net (after royalties and
tax)(i) 370 597 523 382
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(i) Under the terms of the Block 32 PSA, royalties and taxes are paid out of
the government's share of production sharing oil.
Block 72, Republic of Yemen (33% working interest)
Operations and Exploration
The Block 72 joint venture partnership entered the second
30-month exploration period in January which carries a commitment
of one exploration well. Under the terms of the Block 72 Production
Sharing Agreement ("PSA"), there was no acreage relinquishment at
the end of the first exploration period.
Block 84, Republic of Yemen (33% working interest)
Operations and Exploration
The PSA for Block 84 is awaiting final resolution.
YEMEN WEST- Marib Basin
Block S-1, Republic of Yemen (25% working interest)
Operations and Exploration
The operator is planning a potential development drilling
program for Block S-1 to commence in 2010. It is expected that up
to seven horizontal development wells could be drilled in the An
Nagyah field and one horizontal appraisal well in the Osaylan
field.
The operator of the Block S-1 joint venture group has continued
discussions with the Ministry of Oil and Minerals regarding a
potential development project to produce and sell known deposits of
gas from the An Naeem discovery on Block S-1.
Production
Production from Block S-1 averaged 9,428 Bopd (2,357 Bopd to
TransGlobe) during the third quarter, representing a decrease of 1%
from the prior quarter due to natural declines.
Production averaged approximately 8,888 Bopd (2,222 Bopd to
TransGlobe) during October.
Quarterly Block S-1 Production (Bopd)
2009 2008
----------------------------------------------------------------------------
Q-3 Q-2 Q-1 Q-4
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Gross field production rate 9,428 9,520 10,240 10,656
TransGlobe working interest 2,357 2,380 2,560 2,664
TransGlobe net (after royalties) 1,238 1,230 1,777 1,541
TransGlobe net (after royalties and
tax)(i) 961 901 1,603 1,236
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(i) Under the terms of the Block S-1 PSA royalties and taxes are paid out of
the government's share of production sharing oil.
Block 75, Republic of Yemen (25% working interest)
Operations and Exploration
The PSA for Block 75 was ratified and signed into law effective
March 8, 2008. The Block 75 3-D seismic acquisition program was
completed in August and is being processed. The processed data will
be available for interpretation and mapping by year-end.
Exploration drilling could occur in 2010 as part of the Block S-1
development drilling program.
MANAGEMENT'S DISCUSSION AND ANALYSIS
November 3, 2009
Management's discussion and analysis ("MD&A") should be read
in conjunction with the unaudited interim financial statements for
the three and nine months ended September 30, 2009 and 2008 and the
audited financial statements and MD&A for the year ended
December 31, 2008 included in the Company's annual report. The
consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in Canada in the
currency of the United States (except where otherwise noted).
Additional information relating to the Company, including the
Company's Annual Information Form, is on SEDAR at www.sedar.com.
The Company's annual report on Form 40-F may be found on EDGAR at
www.sec.gov.
READER ADVISORIES
Forward-Looking Statements
This MD&A may include certain statements that may be deemed
to be "forward-looking statements" within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. Such statements
relate to possible future events. All statements other than
statements of historical fact may be forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as "seek", "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should",
"believe" and similar expressions. These statements involve known
and unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward-looking statements. Although
TransGlobe's forward-looking statements are based on the beliefs,
expectations, opinions and assumptions of the Company's management
on the date the statements are made, such statements are inherently
uncertain and provide no guarantee of future performance. Actual
results may differ materially from TransGlobe's expectations as
reflected in such forward-looking statements as a result of various
factors, many of which are beyond the control of the Company. These
factors include, but are not limited to, unforeseen changes in the
rate of production from TransGlobe's oil and gas properties,
changes in price of crude oil and natural gas, adverse technical
factors associated with exploration, development, production or
transportation of TransGlobe's crude oil and natural gas reserves,
changes or disruptions in the political or fiscal regimes in
TransGlobe's areas of activity, changes in tax, energy or other
laws or regulations, changes in significant capital expenditures,
delays or disruptions in production due to shortages of skilled
manpower, equipment or materials, economic fluctuations, and other
factors beyond the Company's control. TransGlobe does not assume
any obligation to update forward-looking statements, other than as
required by law, if circumstances or management's beliefs,
expectations or opinions should change and investors should not
attribute undue certainty to, or place undue reliance on, any
forward-looking statements. Please consult TransGlobe's public
filings at www.sedar.com and www.sec.gov for further, more detailed
information concerning these matters.
Use of Barrel of Oil Equivalents
The calculation of barrels of oil equivalent ("Boe") is based on
a conversion rate of six thousand cubic feet of natural gas ("Mcf")
to one barrel ("Bbl") of crude oil. Boe's may be misleading,
particularly if used in isolation. A Boe conversion ratio of 6
Mcf:1 Bbl is based on an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a
value equivalency at the wellhead.
Non-GAAP Measures
Funds Flow from Operations
This document contains the term "funds flow from operations" and
"funds flow from continuing operations", which should not be
considered an alternative to or more meaningful than "cash flow
from operating activities" as determined in accordance with
Generally Accepted Accounting Principles ("GAAP"). Funds flow from
operations and funds flow from continuing operations are non-GAAP
measures that represent cash generated from operating activities
before changes in non-cash working capital. Management considers
this a key measure as it demonstrates TransGlobe's ability to
generate the cash flow necessary to fund future growth through
capital investment. Funds flow from operations and funds flow from
continuing operations may not be comparable to similar measures
used by other companies.
Reconciliation of Funds Flow from Operations and Funds Flow from Continuing
Operations
Three Months Ended Nine Months Ended
September 30 September 30
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($000s) 2009 2008 2009 2008
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Cash flow from operating activities 1,264 20,652 24,205 46,541
Changes in non-cash working capital
from continuing operations 11,466 (3,708) 11,348 6,700
Changes in non-cash working capital
from discontinued operations (127) (169) (192) (108)
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Funds flow from operations 12,603 16,775 35,361 53,133
Less: Funds flow from discontinued
operations - - - 6,353
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Funds flow from continuing operations 12,603 16,775 35,361 46,780
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Debt-to-funds flow ratio
Debt-to-funds flow is a non-GAAP measure that is used to set the
amount of capital in proportion to risk. The Company's
debt-to-funds flow ratio is computed as long-term debt, including
the current portion, over funds flow from operations for the
trailing twelve months. Debt-to-funds flow may not be comparable to
similar measures used by other companies.
Netback
Netback is a non-GAAP measure that represents sales net of
royalties (all government interests, net of income taxes),
operating expenses and current taxes. Management believes that
netback is a useful supplemental measure to analyze operating
performance and provide an indication of the results generated by
the Company's principal business activities prior to the
consideration of other income and expenses. Netback may not be
comparable to similar measures used by other companies.
TRANSGLOBE'S BUSINESS
TransGlobe is a Canadian-based, publicly traded oil exploration
and production company whose continuing activities are concentrated
in two main geographic areas, the Arab Republic of Egypt ("Egypt")
and the Republic of Yemen ("Yemen"). Egypt and Yemen include the
Company's exploration, development and production of crude oil.
TransGlobe disposed of its Canadian oil and gas operations in 2008
to reposition itself as a 100% oil, Middle East/North Africa growth
company.
SELECTED QUARTERLY FINANCIAL INFORMATION
2009
-------------------------------
($000s, except per share, price
and volume amounts) Q-3 Q-2 Q-1
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Total Operations
Average sales volumes (Boepd) 8,864 9,619 8,788
Average price ($/Boe) 57.41 48.62 35.88
Oil and gas sales 46,818 42,557 28,379
Oil and gas sales, net of
royalties and other 28,495 26,462 19,060
Cash flow from operating
activities 1,264 15,052 7,889
Funds flow from operations(i) 12,603 14,117 8,641
Funds flow from operations per
share
- Basic 0.19 0.22 0.14
- Diluted 0.19 0.22 0.14
Net (loss) income (1,618) (4,361) (4,954)
Net (loss) income per share
- Basic (0.02) (0.07) (0.08)
- Diluted (0.02) (0.07) (0.08)
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Continuing Operations
Average sales volumes (Bopd) 8,864 9,619 8,788
Average price ($/Bbl) 57.41 48.62 35.88
Oil sales 46,818 42,557 28,379
Oil sales, net of royalties and
other 28,495 26,462 19,060
Cash flow from continuing
operating activities 1,137 14,774 8,102
Funds flow from continuing
operations(i) 12,603 14,117 8,641
Funds flow from continuing
operations per share
- Basic 0.19 0.22 0.14
- Diluted 0.19 0.22 0.14
Net (loss) income (1,618) (4,361) (4,954)
Net (loss) income per share
- Basic (0.02) (0.07) (0.08)
- Diluted (0.02) (0.07) (0.08)
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Total assets 228,964 229,658 238,145
Cash and cash equivalents 14,804 23,952 22,041
Total long-term debt, including
current portion 52,686 52,551 57,347
Debt-to-funds flow ratio(ii) 1.3 1.2 1.1
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(i) Funds flow from operations and funds flow from continuing operations
are non-GAAP measures that represent cash generated from operating
activities and continuing operating activities, respectively, before
changes in non-cash working capital.
(ii) Debt-to-funds flow ratio is a non-GAAP measure that represents total
current and long-term debt over funds flow from operations for the
trailing 12 months.
2008 2007
-------------------------------------------------
($000s, except per share,
price and volume amounts) Q-4 Q-3 Q-2 Q-1 Q-4
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----------------------------------------------------------------------------
Total Operations
Average sales volumes
(Boepd) 6,893 6,935 7,706 7,845 6,837
Average price ($/Boe) 46.18 104.55 110.21 84.63 75.83
Oil and gas sales 29,285 66,707 77,283 60,419 47,699
Oil and gas sales, net of
royalties and other 18,272 36,577 41,629 35,915 29,343
Cash flow from operating
activities 11,252 20,652 9,573 16,316 22,783
Funds flow from
operations(i) 6,134 16,775 18,485 17,873 13,944
Funds flow from operations
per share
- Basic 0.10 0.28 0.31 0.30 0.23
- Diluted 0.10 0.27 0.31 0.30 0.23
Net (loss) income 7,640 24,790 (5,365) 4,458 (719)
Net (loss) income per share
- Basic 0.14 0.41 (0.09) 0.07 (0.02)
- Diluted 0.13 0.41 (0.09) 0.07 (0.02)
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----------------------------------------------------------------------------
Continuing Operations
Average sales volumes
(Bopd) 6,893 6,935 7,283 6,322 5,333
Average price ($/Bbl) 45.97 104.55 112.59 90.49 83.14
Oil sales 29,151 66,707 74,616 52,064 40,788
Oil sales, net of royalties
and other 17,765 36,577 39,541 29,348 23,600
Cash flow from continuing
operating activities 11,010 20,483 8,078 11,519 17,011
Funds flow from continuing
operations(i) 5,579 16,775 16,841 13,164 9,344
Funds flow from continuing
operations per share
- Basic 0.09 0.28 0.28 0.22 0.16
- Diluted 0.09 0.27 0.28 0.22 0.15
Net (loss) income 7,482 24,787 (11,449) 2,353 (2,305)
Net (loss) income per share
- Basic 0.13 0.41 (0.19) 0.04 (0.04)
- Diluted 0.12 0.41 (0.19) 0.04 (0.04)
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Total assets 228,238 234,501 205,535 249,401 204,219
Cash and cash equivalents 7,634 8,593 11,673 11,935 12,729
Total long-term debt,
including current portion 57,230 57,127 42,197 95,601 56,685
Debt-to-funds flow ratio(ii) 1.0 0.9 0.7 1.6 1.1
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(i) Funds flow from operations and funds flow from continuing operations are
non-GAAP measures that represent cash generated from operating
activities and continuing operating activities, respectively, before
changes in non-cash working capital.
(ii) Debt-to-funds flow ratio is a non-GAAP measure that represents total
current and long-term debt over funds flow from operations for the
trailing 12 months.
During the third quarter of 2009, TransGlobe has:
- Maintained a strong financial position, reporting a
debt-to-funds flow ratio of 1.3 at September 30, 2009 (September
30, 2008 - 0.9);
- Funded capital programs entirely with funds flow from
continuing operations;
- Increased production from continuing operations in Q3-2009 by
28% to 8,864 Bopd compared with Q3-2008 production of 6,935
Bopd;
- Hedged 15% of expected gross production in the remaining three
months of 2009 at a weighted average floor price of $54.00/Bbl and
a weighted average ceiling price of $72.06/Bbl, providing an
increased level of certainty to fund capital programs;
- Reported a decrease in funds flow from continuing operations
of 25% from Q3-2008 due to a 45% decrease in commodity prices,
partially offset by a 28% increase in sales volumes from continuing
operations; and
- Reported a net loss from continuing operations in Q3-2009 of
$1.6 million (Q3-2008 - $24.8 million net income) mainly due to
lower commodity prices in the quarter compared with the prior-year
reporting period, higher depletion and depreciation expense in
Egypt and lower unrealized derivative gains.
2009 VARIANCES
$000s $ Per Share Diluted % Variance
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Q3-2008 net income 24,790 0.41
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Cash items
Volume variance 10,510 0.14 42
Price variance (30,399) (0.45) (123)
Royalties 11,807 0.18 48
Expenses:
Operating (1,883) (0.03) (8)
Realized derivative loss 2,172 0.03 9
Cash general and
administrative (527) (0.01) (2)
Current income taxes 3,590 0.05 14
Realized foreign exchange
gain 327 0.01 1
Interest on long-term debt 258 - 1
Other income (27) - -
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Total cash items variance (4,172) (0.08) (18)
----------------------------------------------------------------------------
Non-cash items
Unrealized derivative gain (16,910) (0.26) (68)
Depletion and depreciation (5,230) (0.09) (21)
Stock-based compensation (43) - -
Amortization of deferred
financing costs (50) - -
Non-cash income from
discontinued operations (3) - -
----------------------------------------------------------------------------
Total non-cash items variance (22,236) (0.35) (89)
----------------------------------------------------------------------------
Q3-2009 net loss (1,618) (0.02) (107)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The net income (loss) was changed by $26.4 million in Q3-2009
compared with Q3-2008 due in part to a significant decrease in the
unrealized derivative gain on commodity contracts, lower commodity
prices and increased depletion and depreciation expense. This was
offset by increases in production volumes, lower royalties and
taxes, as well as a decreased realized derivative loss.
BUSINESS ENVIRONMENT
The Company's financial results are significantly influenced by
fluctuations in commodity prices, including price differentials.
The following table shows select market benchmark prices and
foreign exchange rates:
2009 2008
----------------------------------------------------------------------------
Q-3 Q-2 Q-1 Q-4 Q-3
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Dated Brent average oil price ($/Bbl) 68.27 58.79 44.40 54.91 114.78
U.S./Canadian Dollar average exchange
rate 1.098 1.167 1.245 1.213 1.042
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The price of Dated Brent oil averaged $68.27/Bbl in Q3-2009, a
decrease of 41% from the Q3-2008 price of $114.78/Bbl. Financial
market instability and a worldwide recession resulted in a steep
decline in the price of Dated Brent oil in Q4-2008, with lower
price levels continuing into 2009. Oil prices partially recovered
in Q3-2009 and the average price of Dated Brent oil in October 2009
was $72.76/Bbl.
The global financial crisis that commenced in 2008 has reduced
liquidity in financial markets, restricted access to capital and
caused significant volatility in commodity prices. These issues are
expected to continue to impact the economy for the remainder of
2009 and into 2010, as the economy moves toward a recovery.
TransGlobe's management believes the Company is well positioned to
weather the world-wide economic crisis because of its manageable
debt levels, positive cash generation from operations, and the
availability of cash and cash equivalents.
The Company designed its 2009 budget to be flexible, allowing
spending to be adjusted as commodity prices change and forecasts
are reviewed. To enhance the Company's liquidity and to fund
capital projects in Egypt, the Company raised $16.3 million in
gross proceeds by issuing 5,798,000 common shares in February
2009.
SIGNIFICANT ACQUISITIONS AND DISPOSITIONS
Corporate Acquisition
On February 5, 2008, the Company acquired all the shares of GHP
Exploration (West Gharib) Ltd. ("GHP") for total consideration of
$40.2 million, plus transaction costs and working capital
adjustments, effective September 30, 2007. This acquisition was
funded by bank debt and cash on hand. GHP holds a 30% working
interest in the West Gharib Concession area in the Egypt. With the
acquisition of GHP, the Company held 100% working interest in the
West Gharib Production Sharing Concession ("PSC"), with working
interest of 100% in the Hana development lease and an effective
working interest of 75% in the eight non-Hana development leases.
TransGlobe is the operator of the West Gharib Concession.
Property Acquisition
On August 18, 2008, TransGlobe completed an oil and gas property
acquisition in Egypt for the remaining 25% financial interest in
the eight non-Hana development leases in the West Gharib
Concession. The total cost of the acquisition was $18.0 million. In
addition, the Company could pay up to a maximum of $7.0 million if
incremental reserve thresholds are reached in the East Hoshia (up
to $5.0 million) and in the South Rahmi (up to $2.0 million)
development leases, to be evaluated annually. As at December 31,
2008, no additional fees are due in 2009. Following this
acquisition, TransGlobe now holds 100% working interest in the West
Gharib Concession in Egypt.
Discontinued Operations
TransGlobe sold the Canadian segment of its operations on April
30, 2008 to allow the Company to focus on the development of its
Middle East/North Africa assets. The sale price of the Canadian
assets was C$56.7 million, subject to normal closing adjustments.
Accordingly, the Canadian segment has been reclassified as
discontinued operations in the Consolidated Financial Statements.
This is further discussed in the MD&A section entitled
"Operating Results From Discontinued Operations".
OPERATING RESULTS AND NETBACK
Daily Volumes, Working Interest Before Royalties and Other
Three Months Ended Nine Months Ended
September 30 September 30
2009 2008(1) 2009 2008(1)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt - Oil sales Bopd 5,747 3,096 5,833 2,960
Yemen - Oil sales Bopd 3,117 3,839 3,257 3,887
----------------------------------------------------------------------------
Total continuing operations
- Daily sales
volumes Bopd 8,864 6,935 9,090 6,847
----------------------------------------------------------------------------
Canada - Oil and liquids
sales(2) Bopd - - - 154
- Gas sales(2) Mcfpd - - - 2,955
----------------------------------------------------------------------------
Canada Boepd - - - 646
----------------------------------------------------------------------------
Total Company - daily sales
volumes Boepd 8,864 6,935 9,090 7,493
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Egypt includes the operating results of GHP for the period February 5,
2008 to September 30, 2008 and the property acquisition for the period
from August 18, 2008 to September 30, 2008. During those periods,
production averaged 1,044 Bopd and 382 Bopd, respectively, for a
year-to-date average of 910 Bopd and 61 Bopd, respectively.
(2) Canada includes the operating results for the period January 1, 2008 to
April 30, 2008. During that period, production averaged 1,463 Boepd.
Netback from Continuing Operations
Consolidated Nine Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Oil sales 117,754 47.45 193,387 103.08
Royalties and other 43,737 17.62 87,921 46.86
Current taxes 14,966 6.03 28,557 15.22
Operating expenses 17,378 7.00 13,476 7.18
----------------------------------------------------------------------------
Netback 41,673 16.80 63,433 33.82
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Consolidated Three Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Oil sales 46,818 57.41 66,707 104.55
Royalties and other 18,323 22.47 30,130 47.22
Current taxes 6,161 7.56 9,751 15.28
Operating expenses 6,971 8.55 5,088 7.97
----------------------------------------------------------------------------
Netback 15,363 18.83 21,738 34.08
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt
Nine Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Oil sales 68,265 42.87 74,886 92.33
Royalties and other 23,969 15.05 31,300 38.59
Current taxes 9,658 6.07 12,929 15.94
Operating expenses 9,695 6.09 3,951 4.87
----------------------------------------------------------------------------
Netback 24,943 15.66 26,706 32.93
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Oil sales 27,339 51.71 26,275 92.25
Royalties and other 9,584 18.13 10,386 36.46
Current taxes 3,874 7.33 4,290 15.06
Operating expenses 4,241 8.02 1,914 6.72
----------------------------------------------------------------------------
Netback 9,640 18.23 9,685 34.01
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The netback per Bbl in Egypt decreased 46% and 52% in the three
and nine months ended September 30, 2009, respectively, compared
with the same periods of 2008, mainly as a result of oil prices
decreasing by 44% and 54%, respectively. The oil price decreases
were partially offset by lower royalty and tax rates and a 86% and
97% increase in sales volumes for the three and nine months ended
September 30, 2009, respectively, compared with the same periods of
2008. The average selling price during the three months ended
September 30, 2009 was $51.71/Bbl, which represents a
gravity/quality adjustment of approximately $16.56/Bbl to an
average Dated Brent oil price for the period of $68.27/Bbl.
- Royalties and taxes as a percentage of revenue decreased to
49% in the three and nine months ended September 30, 2009, compared
with 56% and 59%, respectively, in the same periods of 2008.
Royalty and tax rates fluctuate in Egypt due to changes in the cost
oil whereby the PSC allows for recovery of operating and capital
costs through a reduction in government take.
- Operating expenses for the three months ended September 30,
2009 increased 19% to $8.02/Bbl (2008 - $6.72/Bbl) while operating
expenses for the nine months ended September 30, 2009 increased 25%
to $6.09/Bbl (2008 - $4.87/Bbl), reflecting a higher number of
workovers on the West Gharib PSC and increased staffing levels over
the same period in 2008.
Yemen
Nine Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Oil sales 49,489 55.66 118,501 111.26
Royalties and other 19,768 22.23 56,621 53.16
Current taxes 5,308 5.97 15,628 14.67
Operating expenses 7,683 8.64 9,525 8.94
----------------------------------------------------------------------------
Netback 16,730 18.82 36,727 34.49
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Oil sales 19,479 67.92 40,432 114.48
Royalties and other 8,739 30.47 19,744 55.90
Current taxes 2,287 7.97 5,461 15.46
Operating expenses 2,730 9.52 3,174 8.99
----------------------------------------------------------------------------
Netback 5,723 19.96 12,053 34.13
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In Yemen, the netback per Bbl decreased 42% and 45% in the three
and nine months ended September 30, 2009, respectively, compared
with the same periods of 2008. These decreases are primarily a
result of oil prices decreasing by 41% and 50%, respectively,
partially offset by lower royalty and tax rates.
- Royalties and taxes as a percentage of revenue decreased to
57% in Q3-2009 compared with 62% in Q3-2008. Royalty and tax rates
fluctuate in Yemen due to changes in the amount of cost sharing
oil, whereby the Block 32 and Block S-1 Production Sharing
Agreements ("PSAs") allow for the recovery of operating and capital
costs through a reduction in Ministry of Oil and Minerals' take of
oil production.
- Operating expenses on a per Bbl basis for the three months
ended September 30, 2009 increased 6% to $9.52/Bbl (2008 -
$8.99/Bbl) due to higher office expenses charged by the Block S-1
operator. Operating expenses on a per Bbl basis for the nine months
ended September 30, 2009 decreased 3% to $8.64/Bbl (2008 -
$8.94/Bbl) due to lower costs on Block 32 associated with the
utilization of solution gas to reduce diesel consumption for power
generation.
DERIVATIVE COMMODITY CONTRACTS
TransGlobe uses hedging arrangements as part of its risk
management strategy to manage commodity price fluctuations and
stabilize cash flows for future exploration and development
programs. The hedging program was expanded significantly in Q3-2007
due to a marked increase in debt levels and again in Q1-2009 and
Q2-2009 to protect the cash flows from the added risk of commodity
price exposure and in order to comply with the covenants set forth
by the Company's lending institutions.
The estimated fair value of unrealized commodity contracts is
reported on the Consolidated Balance Sheets, with any change in the
unrealized positions recorded to income. The fair values of these
transactions are based on an approximation of the amounts that
would have been paid to, or received from, counter-parties to
settle the transactions outstanding as at the Consolidated Balance
Sheet date with reference to forward prices and market values
provided by independent sources. The actual amounts realized may
differ from these estimates.
From a corporate perspective, the weak oil prices in the first
nine months of 2009 had a negative impact on the Company's revenue;
however, these prices resulted in $0.2 million of realized gains
recorded on the derivative commodity contracts compared with $7.5
million of realized losses in the first nine months of 2008. The
mark-to-market valuation of TransGlobe's future derivative
commodity contracts decreased from a $2.8 million asset at December
31, 2008 to a $0.9 million liability at September 30, 2009 due to
the strengthening of commodity prices since December 31, 2008, thus
resulting in a $3.7 million unrealized loss on future derivative
commodity contracts being recorded in the period.
Three Months Ended Nine Months Ended
September 30 September 30
----------------------------------------------------------------------------
($000s) 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Realized cash (loss) gain on
commodity contracts(i) (477) (2,649) 191 (7,526)
Unrealized gain (loss) on commodity
contracts(ii) 629 17,539 (3,720) (1,929)
----------------------------------------------------------------------------
Total derivative gain (loss) on
commodity contracts 152 14,890 (3,529) (9,455)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i) Realized cash gain (loss) represents actual cash settlements or receipts
under the respective contracts.
(ii) The unrealized loss on derivative commodity contracts represents the
change in fair value of the contracts during the period.
If the Dated Brent oil price remains at the level experienced at
the end of Q3-2009, the derivative liability will be realized over
the next year. However, a 10% decrease in Dated Brent oil prices
would result in a $0.03 million decrease in the derivative
commodity contract liability, thus decreasing the unrealized loss
by the same amount. Conversely, a 10% increase in Dated Brent oil
prices would increase the unrealized loss on commodity contracts by
$2.1 million. The following commodity contracts are outstanding at
September 30, 2009.
Dated
Brent Pricing
Period Volume Type Put-Call
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Crude Oil
----------
October 1, 2009
-December 31, 2009 12,000 Bbls/month Financial Collar $60.00-$82.10
October 1, 2009
-December 31, 2009 6,000 Bbls/month Financial Collar $60.00-$86.10
October 1, 2009
-December 31, 2009 12,000 Bbls/month Financial Collar $40.00-$55.00
October 1, 2009
-December 31, 2009 10,000 Bbls/month Financial Floor $60.00
January 1, 2010
-August 31, 2010 12,000 Bbls/month Financial Collar $60.00-$84.25
January 1, 2010
-August 31, 2010 9,000 Bbls/month Financial Collar $40.00-$80.00
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The total volumes hedged for the balance of 2009 and the following years
are:
Three months
2009 2010
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Bbls 120,000 168,000
Bopd 1,304 460
----------------------------------------------------------------------------
----------------------------------------------------------------------------
At September 30, 2009, all of the derivative commodity contracts were
classified as current liabilities.
GENERAL AND ADMINISTRATIVE EXPENSES ("G&A")
Nine Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
G&A (gross) 8,259 3.33 7,360 3.58
Stock-based compensation 1,493 0.60 1,246 0.61
Capitalized G&A (2,241) (0.90) (1,357) (0.66)
Overhead recoveries (6) - (46) (0.02)
----------------------------------------------------------------------------
G&A (net) 7,505 3.03 7,203 3.51
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
G&A (gross) 2,844 3.49 2,101 3.29
Stock-based compensation 523 0.64 480 0.75
Capitalized G&A (731) (0.90) (515) (0.81)
Overhead recoveries - - - -
----------------------------------------------------------------------------
G&A (net) 2,636 3.23 2,066 3.23
----------------------------------------------------------------------------
----------------------------------------------------------------------------
General and administrative expenses increased 28% (no change on
a Bbl basis) and 4% (14% decrease on a Bbl basis) in the three and
nine months ended September 30, 2009, respectively, compared with
the same periods in 2008. On a nine-month basis, the G&A per
Bbl is lower mainly as a result of increased production from the
West Gharib Concession; however, on a three-month basis, the
G&A per Bbl has increased over the first six months due to
compliance costs, insurance and increased staffing.
INTEREST ON LONG-TERM DEBT
Interest expense for the three and nine months ended September
30, 2009 decreased to $0.6 million and $1.9 million, respectively
(2008 - $0.8 million and $5.1 million, respectively). Interest
expense includes interest on long-term debt and amortization of
transaction costs associated with long-term debt. In the three and
nine months ended September 30, 2009, the Company expensed $0.1
million and $0.5 million, respectively, of transaction costs (2008
- $0.1 million and $1.8 million, respectively). The Company had
$53.0 million of debt outstanding at September 30, 2009 (September
30, 2008 - $58.0 million). The long-term debt bears interest at the
Eurodollar Rate plus three percent.
DEPLETION AND DEPRECIATION ("DD&A")
Nine Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt 33,150 20.82 16,444 20.28
Yemen 7,331 8.24 9,394 8.82
Corporate 143 - 295 -
----------------------------------------------------------------------------
40,624 16.37 26,133 13.93
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended September 30
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------
(000s, except per Bbl amounts) $ $/Bbl $ $/Bbl
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt 11,747 22.22 5,523 19.39
Yemen 2,394 8.35 3,221 9.12
Corporate 51 - 218 -
----------------------------------------------------------------------------
14,192 17.40 8,962 13.70
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In Egypt, DD&A increased to $11.7 million and $33.2 million
in the three and nine months ended September 30, 2009, respectively
(2008 - $5.5 million and $16.4 million, respectively), due to
DD&A charges on new production from the West Gharib PSC in
Egypt. The high DD&A costs per Bbl result from the fact that
DD&A is depleted on proved reserves, while the purchase price
for the Egypt acquisitions was based on proved plus probable
reserves. This DD&A rate in Egypt per Bbl will decrease as the
probable reserves are converted to proved reserves.
In Yemen, DD&A on a Bbl basis for the three and nine months
ended September 30, 2009 decreased 8% and 7%, respectively, over
2008, due to reserve additions on Block S-1 and Block 32 at
year-end 2008.
In Egypt, unproven properties of $9.9 million (2008 - $9.9
million) relating to Nuqra ($8.0 million) and West Gharib ($1.9
million) were excluded from the costs subject to depletion and
depreciation in the quarter. In Yemen, unproven property costs of
$10.6 million (2008 - $6.8 million) relating to Block 72, Block 75
and Block 84 were excluded from the costs subject to depletion and
depreciation in the quarter.
CAPITAL EXPENDITURES
Nine Months Ended
September 30
----------------------------------------------------------------------------
($000s) 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt 21,491 23,157
Yemen 6,345 6,624
Corporate 169 152
----------------------------------------------------------------------------
28,005 29,933
Acquisition - 62,011
----------------------------------------------------------------------------
Total 28,005 91,944
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In Egypt, total capital expenditures in the first nine months of
2009 were $21.5 million. The Company drilled ten wells, resulting
in five oil wells at Hana West, one dry hole at Hana West, one oil
well and one potential oil well at East Hoshia and two water source
wells.
In Yemen, total capital expenditures in the first nine months of
2009 were $6.3 million. The Company drilled one oil well at the
Tasour field on Block 32 and completed a 3-D seismic acquisition
program on Block 75.
OUTSTANDING SHARE DATA
As at September 30, 2009, the Company had 65,327,839 common
shares issued and outstanding.
In the first quarter of 2009, the Company issued 5,798,000
common shares at C$3.45 per common share for gross proceeds of
C$20.0 million (US$16.3 million).
The Company has received regulatory approval to purchase, from
time to time, as it considers advisable, up to 6,116,905 common
shares under a Normal Course Issuer Bid which commenced September
7, 2009 and will terminate September 6, 2010. During the nine
months ended September 30, 2009, the Company did not repurchase any
common shares. During the year ended December 31, 2008, the Company
repurchased and cancelled 300,000 common shares at an average price
of C$3.87 (US$3.66) per share. The excess of the purchase price
over the book value in the amount of $0.9 million was charged to
retained earnings.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity describes a company's ability to access cash.
Companies operating in the upstream oil and gas industry require
sufficient cash in order to fund capital programs necessary to
maintain and increase production and proved reserves, to acquire
strategic oil and gas assets and to repay debt. TransGlobe's
capital programs are funded principally by cash provided from
operating activities. A key measure that TransGlobe uses to measure
the Company's overall financial strength is debt-to-funds flow from
operating activities (calculated on a 12-month trailing basis).
TransGlobe's debt-to-funds flow from operating activities ratio, a
key short-term leverage measure, remained strong at 1.3 times at
September 30, 2009. This was within the Company's target range of
no more than 2.0 times.
The following table illustrates TransGlobe's sources and uses of
cash during the periods ended September 30, 2009 and 2008:
Sources and Uses of Cash
----------------------------------------------------------------------------
($000s) 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cash sourced
Funds flow from continuing operations(i) 35,361 46,780
Increase in long-term debt - 55,000
Exercise of options 80 514
Issuance of common shares, net of share issuance
costs 15,109 -
----------------------------------------------------------------------------
50,550 102,294
Cash used
Capital expenditures 28,005 29,933
Acquisitions - 62,011
Repayment of long-term debt 5,000 55,000
Bank financing costs - 1,339
Options surrendered for cash payments 13 256
Repurchase of common shares - 1,135
Other - 62
----------------------------------------------------------------------------
33,018 149,736
----------------------------------------------------------------------------
Net cash from continuing operations 17,532 (47,442)
Net cash from discontinued operations 192 53,588
Changes in non-cash working capital (10,554) (10,282)
----------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 7,170 (4,136)
Cash and cash equivalents - beginning of period 7,634 12,729
----------------------------------------------------------------------------
Cash and cash equivalents - end of period 14,804 8,593
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i) Funds flow from continuing operations is a non-GAAP measure that
represents cash generated from operating activities before changes in
non-cash working capital.
Funding for the Company's capital expenditures and long-term
debt repayment was provided by funds flow from operations. The
Company expects to fund its approved 2009 exploration and
development program of $35.2 million ($7.2 million remaining) and
contractual commitments through the use of working capital and cash
generated by operating activities. The use of new financing during
2009 may also be utilized to accelerate existing projects, retire
existing debt or to finance new opportunities. Fluctuations in
commodity prices, product demand, foreign exchange rates, interest
rates and various other risks may impact capital resources.
Working capital is the amount by which current assets exceed
current liabilities. At September 30, 2009, the Company had a
working capital deficiency of $14.4 million (December 31, 2008 -
working capital of $24.0 million). The working capital deficiency
at the end of Q3-2009 is primarily the result of the
reclassification of long-term debt as a current liability.
Increases to working capital in 2009 are mainly the result of cash
and cash equivalents increasing due to the share issuance in
Q1-2009 of $16.3 million, before expenses, and increased accounts
receivable. Accounts receivable have mainly increased in Egypt, due
to a longer collection period on the receivables outstanding from
the Egyptian government. These receivables are not considered to be
impaired; however, to mitigate this risk, the Company has entered
into an insurance program on a portion of the receivable
balance.
At September 30, 2009, TransGlobe had a $60.0 million Revolving
Credit Agreement of which $53.0 million was drawn. Amounts drawn
under the Revolving Credit Agreement are due September 25, 2010.
The scheduled review of the Revolving Credit Agreement is currently
ongoing. The Company is in discussion on a new bank line and
expects to enter into a new facility in the next several
months.
September 30, December 31,
($000s) 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revolving Credit Agreement 53,000 58,000
Unamortized transaction costs (314) (770)
----------------------------------------------------------------------------
52,686 57,230
----------------------------------------------------------------------------
Current portion of long-term debt 52,686 -
----------------------------------------------------------------------------
Long-term debt - 57,230
----------------------------------------------------------------------------
----------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
As part of its normal business, the Company entered into
arrangements and incurred obligations that will impact the
Company's future operations and liquidity. The principal
commitments of the Company are as follows:
($000s) Payment Due by Period(1,2)
----------------------------------------------------------------------------
Recognized More
in Financial Contractual Less than 1-3 4-5 than
Statements Cash Flows 1 year years years 5 years
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Accounts payable
and accrued
liabilities Yes-Liability 14,816 14,816 - - -
Long-term debt:
Revolving Credit
Agreement Yes-Liability 53,000 53,000 - - -
Office and
equipment leases No 1,371 601 770 - -
Minimum work
commitments(3) No 11,670 1,400 4,970 5,300 -
----------------------------------------------------------------------------
Total 80,857 69,817 5,740 5,300 -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Payments exclude ongoing operating costs related to certain leases,
interest on long-term debt and payments made to settle derivatives.
(2) Payments denominated in foreign currencies have been translated at
September 30, 2009 exchange rates.
(3) Minimum work commitments include contracts awarded for capital projects
and those commitments related to exploration and drilling obligations.
Pursuant to the East Hoshia Development Lease in Egypt, the
Company has completed its commitment to drilling three exploration
wells and incurred expenses in excess of its $4.0 million
production guarantee. Subject to final government approval
(pending), the East Hoshia Development Lease is scheduled for a
continuation review prior to November 30, 2010, at which time
non-productive lands could be relinquished.
Pursuant to the Concession Agreement for Nuqra Block 1 in Egypt,
the Contractor (Joint Venture Partners) has a minimum financial
commitment of $5.0 million ($4.4 million to TransGlobe) and a work
commitment of two exploration wells in the second exploration
extension. The second 36-month extension period commenced on July
18, 2009. The Contractor has met the second extension financial
commitment of $5.0 million in the prior periods. At the request of
the government, the Company provided a $4.0 million production
guarantee from the West Gharib Concession prior to entering the
second extension period.
Pursuant to the Production Sharing Agreement ("PSA") for Block
72 in Yemen, the Contractor (Joint Venture Partners) has a minimum
financial commitment of $2.0 million ($0.7 million to TransGlobe)
during the second exploration period. The second 30-month
exploration period commenced on January 12, 2009.
Pursuant to the PSA for Block 75 in Yemen, the Contractor (Joint
Venture Partners) has a remaining minimum financial commitment of
$3.0 million ($0.8 million to TransGlobe) for one exploration well.
The first 36-month exploration period commenced March 8, 2008. The
Company issued a $1.5 million letter of credit (expiring November
15, 2011) to guarantee the Company's performance under the first
exploration period. The letter is secured by a guarantee granted by
Export Development Canada.
Pursuant to the bid awarded for Block 84 in Yemen, the
Contractor (Joint Venture Partners) has a minimum financial
commitment of $4.1 million ($1.4 million to TransGlobe) for the
signature bonus and a $16.0 million ($5.3 million to TransGlobe)
first exploration period work program, consisting of seismic
acquisition and four exploration wells. The first 42-month
exploration period will commence if the PSA is finalized and
ratified by the government of Yemen.
Pursuant to the August 18, 2008 asset purchase agreement for a
25% financial interest in eight development leases on the West
Gharib Concession in Egypt, the Company has committed to paying the
vendor a success fee to a maximum of $7.0 million if incremental
reserve thresholds are reached in the East Hoshia (up to $5.0
million) and South Rahmi (up to $2.0 million) development leases,
to be evaluated annually. As at December 31, 2008, no additional
fees are due in 2009.
In the normal course of its operations, the Company may be
subject to litigations and claims. Although it is not possible to
estimate the extent of potential costs, if any, management believes
that the ultimate resolution of such contingencies would not have a
material adverse impact on the results of operations, financial
position or liquidity of the Company.
OPERATING RESULTS FROM DISCONTINUED OPERATIONS
The following applies to the Canadian operations only, the sale
of which closed April 30, 2008. The Canadian operations and results
have been accounted for as discontinued operations.
----------------------------------------------------------------------------
Nine Months Ended September 30
----------------------------------------------------------------------------
2009 2008
(000s, except per Boe amounts) $ $/Boe $ $/Boe
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net operating results
Oil sales - - 2,189 96.36
Gas sales ($ per Mcf) - - 7,113 8.78
NGL sales - - 1,606 82.73
Other sales - - 115 -
----------------------------------------------------------------------------
- - 11,023 62.25
Royalties and other - - 2,368 13.37
Operating expenses - - 2,302 13.00
----------------------------------------------------------------------------
Netback - - 6,353 35.88
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Depletion, depreciation and accretion - - 2,678 15.12
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Future income taxes - - 82 -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Capital expenditures - 749
----------------------------------------------------------------------------
----------------------------------------------------------------------------
During both the third quarter of 2008 and the third quarter of
2009, there were no discontinued operations.
MANAGEMENT STRATEGY AND OUTLOOK FOR 2009
TransGlobe is committed to maintaining its strong financial
position to support capital programs and provide shareholders with
an enhanced return on investment during the current economic
environment. Management has taken action to preserve the Company's
strong balance sheet through reduced capital spending, cost
efficiency opportunities and raising $15.1 million (C$18.5
million), after share issue costs, in Q1-2009 through an issuance
of common shares.
The 2009 outlook provides information as to management's
expectation for results of operations for 2009. Readers are
cautioned that the 2009 outlook may not be appropriate for other
purposes. The Company's expected results are sensitive to
fluctuations in the business environment and may vary accordingly.
This outlook contains forward-looking statements that should be
read in conjunction with the Company's disclosure under
"Forward-Looking Statements", outlined on the first page of this
MD&A.
2009 Outlook Highlights
- Production is expected to average between 8,800 and 9,200 Bopd
(mid-point: 9,000 Bopd), a 23% increase over the 2008 average
production;
- Exploration and development spending is budgeted to be $35.2
million, a 20% decrease from 2008 (allocated 75% to Egypt and 25%
to Yemen) funded from funds flow from operations and cash on hand;
and
- Using the mid-point of production expectations and an average
Dated Brent oil price assumption for the fourth quarter of 2009 of
$65.00/Bbl, funds flow from operations is expected to be $47.0
million for the year, an increase of $4.0 million over Q2-2009
guidance.
2009 Production Outlook
TransGlobe's production guidance for 2009 is 8,800 to 9,200 Bopd
(mid-point: 9,000 Bopd), representing a 20% to 25% increase over
the 2008 average production of 7,342 Boepd. Production from the
West Gharib fields in Egypt is expected to average approximately
5,600 to 6,000 Bopd during 2009, with the balance of approximately
3,200 Bopd coming from the Yemen properties.
Production Forecast
2009 Guidance 2008 Actual % Change(i)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Barrels of oil equivalent per day 8,800-9,200 7,342 23
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i) % growth based on mid-point of outlook.
2009 Funds Flow From Operations Outlook
This outlook was developed using the above production forecast and an
average Dated Brent oil price of $65.00/Bbl for the final quarter of 2009.
2009 Funds Flow From Operations Outlook
($ million, except % change) 2009 Guidance 2008 Actual % Change(i)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Funds flow from operations(ii) 47.0 59.3 (21)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i) % growth based on mid-point of outlook.
(ii) Funds flow from operations is a non-GAAP measure that represents cash
generated from operating activities before changes in non-cash working
capital.
While production is forecast to grow by 23% year-over-year,
funds flow from operations is expected to decrease by 21%, mainly
as a result of lower oil prices. Variations in production and
commodity prices during the fourth quarter of 2009 could change
this outlook. An increase in the oil price of $5.00/Bbl would
increase anticipated funds flow by approximately $1.3 million for
the year, whereby a decrease in the oil price of $5.00/Bbl would
decrease anticipated funds flow by approximately $1.3 million for
the year.
2009 Capital Budget Nine Months Ended
September 30, 2009 2009
($ million) Actual Annual Budget
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt 21.5 26.0
Yemen 6.3 9.0
Corporate 0.2 0.2
----------------------------------------------------------------------------
Total 28.0 35.2
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In the fourth quarter of 2009, in Egypt, the Company will
continue to direct its efforts to the Hana West field, the Arta
field and waterflood projects at the Hana and Hoshia fields. The
Company plans to drill three wells on the West Gharib PSC during
the fourth quarter of 2009. In Yemen, the Company has conducted an
extensive 3D seismic program on Block 75 and will be analyzing the
results in preparation for its anticipated drilling program in
2010. The remaining 2009 capital budget is expected to be funded
from funds flow and working capital. In Q3-2009, TransGlobe funded
100% of its capital expenditures through funds flow from
operations. The Company has designed its 2009 budget to be
flexible, allowing spending to be adjusted as commodity prices
change and forecasts are reviewed.
CHANGES IN ACCOUNTING POLICIES
Goodwill and Intangible Assets
In February 2008, the Canadian Institute of Chartered
Accountants ("CICA") issued Section 3064, Goodwill and intangible
assets, replacing Section 3062, Goodwill and other intangible
assets and Section 3450, Research and development costs. Various
changes have been made to other sections of the CICA Handbook for
consistency purposes. The new Section is applicable to financial
statements relating to fiscal years beginning on or after October
1, 2008. Accordingly, the Company adopted the new standards for its
fiscal year beginning January 1, 2009. It establishes standards for
the recognition, measurement, presentation and disclosure of
goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. Standards concerning
goodwill are unchanged from the standards included in the previous
Section 3062. The adoption of this Standard did not have an impact
on the Consolidated Financial Statements.
Credit Risk and Fair Value of Financial Assets and
Liabilities
In January 2009, the CICA issued EIC-173, Credit Risk and the
Fair Value of Financial Assets and Financial Liabilities. The EIC
provides guidance on how to take into account credit risk of an
entity and counterparty when determining the fair value of
financial assets and financial liabilities, including derivative
instruments. This standard is effective for the Company's fiscal
periods ending on or after January 20, 2009 with retrospective
application. The application of this EIC did not have a material
effect on the Company's financial statements.
Financial Instruments
Effective July 1, 2009, the Company prospectively adopted an
amendment to CICA 3855, Financial Instruments - Recognition and
Measurement, in relation to embedded derivatives. This amendment
prohibits the reclassification of a financial asset out of the
held-for-trading category when the fair value of the embedded
derivative in a combined contract cannot be reasonably measured.
The adoption of the amendments to this Standard did not have an
impact on the Consolidated Financial Statements.
New Accounting Standards
a) Business Combinations
In December 2008, the CICA issued Section 1582, Business
Combinations, which will replace CICA Section 1581 of the same
name. Section 1582 establishes principles and requirements of the
acquisition method for business combinations and related
disclosures. This statement applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or
after January 2011 with earlier application permitted. The Company
is currently evaluating the impact of this change on its
Consolidated Financial Statements.
b) Non-Controlling Interests
In December 2008, the CICA issued Sections 1601, Consolidated
Financial Statements, and 1602, Non-Controlling Interests. Section
1601 establishes standards for the preparation of consolidated
financial statements. Section 1602 provides guidance on accounting
for a non-controlling interest in a subsidiary in consolidated
financial statements subsequent to a business combination. These
standards are effective on or after the beginning of the first
annual reporting period beginning on or after January 2011 with
earlier application permitted. These standards currently do not
impact the Company as it has full controlling interest of all of
its subsidiaries.
c) Financial Instruments
In June 2009, the CICA issued amendments to CICA Handbook
Section 3862, Financial Instruments - Disclosures. The amendments
include enhanced disclosures related to the fair value of financial
instruments and the liquidity risk associated with financial
instruments. The amendments will be effective for annual financial
statements for fiscal years ending after September 30, 2009. The
amendments are consistent with recent amendments to financial
instrument disclosure standards in International Financial
Reporting Standards ("IFRS"). The Company will include these
additional disclosures in its annual Consolidated Financial
Statements for the year ending December 31, 2009.
In August 2009, the CICA issued amendments to CICA 3855,
Financial Instruments - Recognition and Measurement, in relation to
the impairment of assets. The amendments will be effective for
annual financial statements for fiscal years beginning on or after
November 1, 2008. The Company will adopt these amendments in its
annual Consolidated Financial Statements for the year ending
December 31, 2009.
d) International Financial Reporting Standards
On February 13, 2008 the Canadian Accounting Standards Board has
confirmed that effective for interim and annual financial
statements related to fiscal years beginning on or after January 1,
2011, IFRS will replace Canada's current GAAP for all publicly
accountable profit-oriented enterprises.
The Company commenced its IFRS transition project in 2008 and
has completed the project awareness and engagement phase of the
IFRS transition project. Corporate governance over the project has
been established and a steering committee and project team have
been formed. The steering committee is comprised of members of
management and executive and is responsible for final approval of
project recommendations and deliverables to the Audit Committee and
Board. Communication, training and education are an important
aspect of the Company's IFRS conversion project. Internal and
external training and education sessions have been carried out and
will continue throughout each phase of the project.
The project team is completing the diagnostic assessment phase
by performing comparisons of the differences between Canadian GAAP
and IFRS. The Company has determined that the most significant
impact of IFRS conversion is to property and equipment. IFRS does
not prescribe specific oil and gas accounting guidance other than
for costs associated with the exploration and evaluation phase. The
Company currently follows full cost accounting as prescribed in
Accounting Guideline 16, Oil and Gas Accounting - Full Cost.
Conversion to IFRS may have a significant impact on how the Company
accounts for costs pertaining to oil and gas activities, in
particular those related to the pre-exploration and development
phases. In addition, the level at which impairment tests are
performed and the impairment testing methodology will differ under
IFRS. IFRS conversion will also result in other impacts, some of
which may be significant in nature. The impact on the Company's
Consolidated Financial Statements cannot reasonably be determined
at this time.
In July 2009, the International Accounting Standards Board
("IASB") approved an exposure draft which allows additional
exemptions for entities adopting IFRS for the first time. The
Company expects to utilize the deemed cost for oil and gas asset
exemption which would allow the Company to allocate their oil and
gas asset balance, as determined under full cost accounting, to the
IFRS categories of exploration and evaluation assets and
development and producing properties. This exemption would relieve
the Company from significant adjustments resulting from
retrospective adoption of IFRS. The Company will assess the other
approved exemptions in this exposure draft for utilization during
the assessments on key IFRS transition issues.
The project team is currently presenting preliminary accounting
assessments on key IFRS transition issues for the steering
committee's initial review and evaluation. These assessments will
need to be further analyzed and evaluated in the implementation
phase of the Company's project. At this time, the impact on the
Company's financial position and results of operations is not
reasonably determinable or estimable for any of the IFRS conversion
impacts identified.
Concurrently, the project team is working on the design,
planning and solution development phase. In this phase, the focus
is on determining the specific qualitative and quantitative impact
the application of IFRS requirement has on the Company. The project
team members continue to work with representatives from the various
operational areas to develop recommendations including first- time
adoption exemptions available upon initial transition to IFRS. The
results from the consultations with the various operational areas
are used to draft accounting policies. One of the sections in each
of the draft accounting policy is the disclosure section which
includes the financial statements disclosure as required by IFRS.
First-time adoption exemptions were analyzed by the project team
and a schedule is being drafted for the steering committee to
review and evaluate the exemptions. A detailed implementation plan
and timeline is being developed, which also includes the
development of a training plan.
In addition, the Company is monitoring the IASB's active
projects and all changes to IFRS prior to January 1, 2011 will be
incorporated as required.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
TransGlobe's management has designed and implemented internal
controls over financial reporting, as defined under National
Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings, of the Canadian Securities Administrators.
Internal controls over financial reporting is a process designed
under the supervision of the Chief Executive Officer and the Chief
Financial Officer and effected by the Board of Directors,
management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with Canadian generally accepted accounting principles,
including a reconciliation to U.S. generally accepted accounting
principles, focusing in particular on controls over information
contained in the annual and interim financial statements.
Due to its inherent limitations, internal controls over
financial reporting may not prevent or detect misstatements on a
timely basis. A system of internal controls over financial
reporting, no matter how well conceived or operated, can provide
only reasonable, not absolute, assurance that the objectives of the
internal controls over financial reporting are met. Also,
projections of any evaluation of the effectiveness of internal
control over financial reporting to future periods are subject to
the risk that the controls may become inadequate because of changes
in conditions, or that the degree of compliance with policies or
procedures may deteriorate.
As at the date of this report, management is not aware of any
change in the Company's internal control over financial reporting
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial
reporting.
Consolidated Statements of Income (Loss) and Retained Earnings
(Unaudited - Expressed in thousands of U.S. Dollars, except per share
amounts)
Three Months Ended Nine Months Ended
September 30 September 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
REVENUE
Oil sales, net of royalties and
other $ 28,495 $ 36,577 $ 74,017 $105,466
Derivative gain (loss) on commodity
contracts (Note 14a) 152 14,890 (3,529) (9,455)
Other (expense) income (16) 11 16 145
----------------------------------------------------------------------------
28,631 51,478 70,504 96,156
----------------------------------------------------------------------------
EXPENSES
Operating 6,971 5,088 17,378 13,476
General and administrative 2,636 2,066 7,505 7,203
Foreign exchange (gain) loss (286) 41 (940) 28
Interest on long-term debt 575 783 1,904 5,068
Depletion and depreciation (Note 4) 14,192 8,962 40,624 26,133
----------------------------------------------------------------------------
24,088 16,940 66,471 51,908
----------------------------------------------------------------------------
Income before income taxes 4,543 34,538 4,033 44,248
----------------------------------------------------------------------------
Income taxes - current 6,161 9,751 14,966 28,557
----------------------------------------------------------------------------
NET (LOSS) INCOME FROM CONTINUING
OPERATIONS (1,618) 24,787 (10,933) 15,691
NET INCOME FROM DISCONTINUED
OPERATIONS (Note 5) - 3 - 8,192
----------------------------------------------------------------------------
NET (LOSS) INCOME (1,618) 24,790 (10,933) 23,883
Retained earnings, beginning of
period 79,115 56,880 88,430 57,787
Repurchase of common shares (Note 8) - (756) - (756)
----------------------------------------------------------------------------
RETAINED EARNINGS, END OF PERIOD $ 77,497 $ 80,914 $ 77,497 $ 80,914
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net (loss) income from continuing
operations per share (Note 12)
Basic $ (0.02) $ 0.41 $ (0.17) $ 0.26
Diluted (0.02) 0.41 (0.17) 0.26
Net income from discontinued
operations per share (Note 12)
Basic - - - 0.13
Diluted - - - 0.13
Net (loss) income per share
(Note 12)
Basic (0.02) 0.41 (0.17) 0.39
Diluted (0.02) 0.41 (0.17) 0.39
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited - Expressed in thousands of U.S. Dollars)
Three Months Ended Nine Months Ended
September 30 September 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net (loss) income $ (1,618) $ 24,790 $ (10,933) $ 23,883
Other comprehensive loss:
Foreign currency translation
adjustment - - - (886)
----------------------------------------------------------------------------
COMPREHENSIVE (LOSS) INCOME $ (1,618) $ 24,790 $ (10,933) $ 22,997
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements.
Consolidated Balance Sheets
(Unaudited - Expressed in thousands of U.S. Dollars)
As at As at
September 30, December 31,
2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 14,804 $ 7,634
Accounts receivable 37,451 28,701
Derivative commodity contracts (Note 14a) - 2,336
Prepaid expenses 1,508 822
Assets of discontinued operations (Note 5) 311 764
----------------------------------------------------------------------------
54,074 40,257
----------------------------------------------------------------------------
Derivative commodity contracts (Note 14a) - 472
Property and equipment (Note 4) 166,710 179,329
Goodwill (Note 6) 8,180 8,180
----------------------------------------------------------------------------
$ 228,964 $ 228,238
----------------------------------------------------------------------------
----------------------------------------------------------------------------
LIABILITIES
Current
Accounts payable and accrued liabilities $ 14,734 $ 15,852
Income taxes payable 79 79
Derivative commodity contracts (Note 14a) 912 -
Current portion of long-term debt (Note 7) 52,686 -
Liabilities of discontinued operations (Note 5) 82 342
----------------------------------------------------------------------------
68,493 16,273
Long-term debt (Note 7) - 57,230
----------------------------------------------------------------------------
68,493 73,503
----------------------------------------------------------------------------
Commitments and contingencies (Note 15)
SHAREHOLDERS' EQUITY
Share capital (Note 8) 65,861 50,532
Contributed surplus (Note 10) 6,233 4,893
Accumulated other comprehensive income (Note 11) 10,880 10,880
Retained earnings 77,497 88,430
----------------------------------------------------------------------------
160,471 154,735
----------------------------------------------------------------------------
$ 228,964 $ 228,238
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements.
Approved on behalf of the Board:
Ross G. Clarkson, Director Fred J. Dyment, Director
Consolidated Statements of Cash Flows
(Unaudited - Expressed in thousands of U.S. Dollars)
Three Months Ended Nine Months Ended
September 30 September 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
CASH FLOWS RELATED TO THE FOLLOWING
ACTIVITIES:
OPERATING
Net (loss) income $ (1,618) $ 24,790 $(10,933) $ 23,883
Net income from discontinued
operations - 3 - 8,192
----------------------------------------------------------------------------
Net (loss) income from continuing
operations (1,618) 24,787 (10,933) 15,691
Adjustments for:
Depletion and depreciation 14,192 8,962 40,624 26,133
Amortization of deferred financing
charges 135 85 457 1,781
Stock-based compensation (Note 9) 523 480 1,493 1,246
Unrealized derivative (gain) loss
on commodity contracts (629) (17,539) 3,720 1,929
Changes in non-cash working capital (11,466) 3,708 (11,348) (6,700)
----------------------------------------------------------------------------
Cash provided by continuing
operations 1,137 20,483 24,013 40,080
Cash provided by discontinued
operations 127 169 192 6,461
----------------------------------------------------------------------------
1,264 20,652 24,205 46,541
----------------------------------------------------------------------------
FINANCING
Increase in long-term debt - 15,000 - 55,000
Repayments of long-term debt - - (5,000) (55,000)
Deferred financing costs - (155) - (1,339)
Options surrendered for cash
payments (Note 8) (13) - (13) (256)
Issue of common shares for cash
(Note 8) - - 16,392 514
Repurchase of common shares
(Note 8) - (1,135) - (1,135)
Issue costs for common shares
(Note 8) (18) - (1,203) -
Changes in non-cash working capital 4 108 (875) 704
----------------------------------------------------------------------------
(27) 13,818 9,301 (1,512)
----------------------------------------------------------------------------
INVESTING
Exploration and development
expenditures (10,599) (18,755) (28,005) (29,933)
Acquisition - (17,552) - (62,011)
Changes in non-cash working capital 214 (1,202) 1,669 (4,178)
----------------------------------------------------------------------------
Cash used by continuing operations (10,385) (37,509) (26,336) (96,122)
Cash provided by discontinued
operations - - - 47,019
----------------------------------------------------------------------------
(10,385) (37,509) (26,336) (49,103)
----------------------------------------------------------------------------
Effect of exchange rate changes on
cash and cash equivalents - (41) - (62)
----------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (9,148) (3,080) 7,170 (4,136)
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 23,952 11,673 7,634 12,729
----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 14,804 $ 8,593 $ 14,804 $ 8,593
----------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow
Information
Cash interest paid $ 440 $ 698 $ 1,447 $ 3,287
Cash taxes paid 6,161 9,751 14,966 28,557
Cash is comprised of cash on hand
and balances with banks 14,804 8,593 14,804 8,593
Cash equivalents - - - -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at September 30, 2009 and December 31, 2008 and for the periods ended
September 30, 2009 and 2008
(Unaudited - Expressed in U.S. Dollars)
1. BASIS OF PRESENTATION
The interim consolidated financial statements include the
accounts of TransGlobe Energy Corporation and its subsidiaries
("TransGlobe" or the "Company") as at September 30, 2009 and
December 31, 2008 and for the three and nine month periods ended
September 30, 2009 and 2008, and are presented in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP")
on the same basis as the audited consolidated financial statements
as at and for the year ended December 31, 2008, except as outlined
in Note 2. These interim financial statements do not contain all
the disclosures required for annual financial statements.
Accordingly, these interim consolidated financial statements should
be read in conjunction with the consolidated financial statements
and the notes thereto in TransGlobe's annual report for the year
ended December 31, 2008. In these interim consolidated financial
statements, unless otherwise indicated, all dollars are expressed
in United States (U.S.) dollars. All references to US$ or to $ are
to United States dollars and references to C$ are to Canadian
dollars.
2. CHANGES IN ACCOUNTING POLICIES
Goodwill and Intangible Assets
In February 2008, the Canadian Institute of Chartered
Accountants ("CICA") issued Section 3064, Goodwill and intangible
assets, replacing Section 3062, Goodwill and other intangible
assets and Section 3450, Research and development costs. Various
changes have been made to other sections of the CICA Handbook for
consistency purposes. The new Section is applicable to financial
statements relating to fiscal years beginning on or after October
1, 2008. Accordingly, the Company adopted the new standards for its
fiscal year beginning January 1, 2009. It establishes standards for
the recognition, measurement, presentation and disclosure of
goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. Standards concerning
goodwill are unchanged from the standards included in the previous
Section 3062. The adoption of this Standard did not have an impact
on the Consolidated Financial Statements.
Credit Risk and Fair Value of Financial Assets and
Liabilities
In January 2009, the CICA issued EIC-173, Credit Risk and the
Fair Value of Financial Assets and Financial Liabilities. The EIC
provides guidance on how to take into account credit risk of an
entity and counterparty when determining the fair value of
financial assets and financial liabilities, including derivative
instruments. This standard is effective for the Company's fiscal
periods ending on or after January 20, 2009 with retrospective
application. The application of this EIC did not have a material
effect on the Company's financial statements.
Financial Instruments
Effective July 1, 2009, the Company prospectively adopted an
amendment to CICA 3855, Financial Instruments - Recognition and
Measurement, in relation to embedded derivatives. This amendment
prohibits the reclassification of a financial asset out of the
held-for trading category when the fair value of the embedded
derivative in a combined contract cannot be reasonably measured.
The adoption of the amendments to this Standard did not have an
impact on the Consolidated Financial Statements.
New Accounting Standards
a) Business Combinations
In December 2008, the CICA issued Section 1582, Business
Combinations, which will replace CICA Section 1581 of the same
name. Section 1582 establishes principles and requirements of the
acquisition method for business combinations and related
disclosures. This statement applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or
after January 2011 with earlier application permitted. The Company
is currently evaluating the impact of this change on its
Consolidated Financial Statements.
b) Non-Controlling Interests
In December 2008, the CICA issued Sections 1601, Consolidated
Financial Statements, and 1602, Non-Controlling Interests. Section
1601 establishes standards for the preparation of consolidated
financial statements. Section 1602 provides guidance on accounting
for a non-controlling interest in a subsidiary in consolidated
financial statements subsequent to a business combination. These
standards are effective on or after the beginning of the first
annual reporting period beginning on or after January 2011 with
earlier application permitted. These standards currently do not
impact the Company as it has full controlling interest of all of
its subsidiaries.
c) Financial Instruments
In June 2009, the CICA issued amendments to CICA Handbook
Section 3862, Financial Instruments - Disclosures. The amendments
include enhanced disclosures related to the fair value of financial
instruments and the liquidity risk associated with financial
instruments. The amendments will be effective for annual financial
statements for fiscal years ending after September 30, 2009. The
amendments are consistent with recent amendments to financial
instrument disclosure standards in International Financial
Reporting Standards ("IFRS"). The Company will include these
additional disclosures in its annual Consolidated Financial
Statements for the year ending December 31, 2009.
In August 2009, the CICA issued amendments to CICA 3855,
Financial Instruments - Recognition and Measurement, in relation to
the impairment of assets. The amendments will be effective for
annual financial statements for fiscal years beginning on or after
November 1, 2008. The Company will adopt these amendments in its
annual Consolidated Financial Statements for the year ending
December 31, 2009.
d) International Financial Reporting Standards
On February 13, 2008, the Canadian Accounting Standards Board
has confirmed that effective for interim and annual financial
statements related to fiscal years beginning on or after January 1,
2011, IFRS will replace Canada's current GAAP for all publicly
accountable profit-oriented enterprises.
The Company has determined that the most significant impact of
IFRS conversion is to property and equipment. IFRS does not
prescribe specific oil and gas accounting guidance other than for
costs associated with the exploration and evaluation phase. The
Company currently follows full cost accounting as prescribed in
Accounting Guideline 16, Oil and Gas Accounting - Full Cost.
Conversion to IFRS may have a significant impact on how the Company
accounts for costs pertaining to oil and gas activities, in
particular those related to the pre-exploration and development
phases. In addition, the level at which impairment tests are
performed and the impairment testing methodology will differ under
IFRS. IFRS conversion will also result in other impacts, some of
which may be significant in nature. The Company is in the process
of evaluating the impact on the Company's Consolidated Financial
Statements.
3. ACQUISITIONS
Corporate Acquisition
GHP Exploration (West Gharib) Ltd.
On February 5, 2008, TransGlobe acquired all of the common
shares of GHP Exploration (West Gharib) Ltd. ("GHP") for cash
consideration of $44.1 million, net of cash acquired. The results
of GHP's operations have been included in the consolidated
financial statements since that date. GHP holds a 30% interest in
the West Gharib Concession area in Egypt. TransGlobe funded the
acquisition from bank debt of $40.0 million and cash on hand.
The acquisition has been accounted for using the purchase method
with TransGlobe as the acquirer, and the purchase price was
allocated to the fair value of the assets acquired and the
liabilities assumed as follows:
Cost of acquisition (000s)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cash paid, net of cash acquired $ 44,095
Transaction costs 99
----------------------------------------------------------------------------
$ 44,194
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Allocation of purchase price (000s)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Property and equipment $ 36,602
Goodwill 3,602
Working capital, net of cash acquired 3,990
----------------------------------------------------------------------------
$ 44,194
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The above allocation of the purchase price is final and reflects
the post-closing adjustments settled in the three-month period
ended September 30, 2008.
Property Acquisition
On August 18, 2008, TransGlobe completed an oil and gas property
acquisition in Egypt for the 25% financial interest in the eight
non-Hana development leases on the West Gharib Concession. The
total cost of the acquisition was $18.0 million, adjusted to the
effective date of June 1, 2008. In addition, the Company could pay
up to an additional $7.0 million if incremental reserve thresholds
are reached in the East Hoshia (up to $5.0 million) and in the
South Rahmi (up to $2.0 million) development leases. As at December
31, 2008, no additional fees are due in 2009. The value of the net
assets acquired has been assigned to property and equipment.
Following this property acquisition, TransGlobe holds 100% working
interest in the West Gharib Concession in Egypt.
4. PROPERTY AND EQUIPMENT
The Company capitalized overhead costs relating to exploration
and development activities during the three and nine months ended
September 30, 2009 of $0.5 million and $1.7 million in Egypt,
respectively, (2008 - $0.4 million and $0.8 million, respectively)
and $0.02 million and $0.2 million in Yemen, respectively, (2008 -
$0.2 million and $0.2 million, respectively).
Unproven property costs excluded from the costs subject to
depletion and depreciation for the three months ended September 30,
2009 totalled $9.9 million in Egypt (2008 - $9.9 million) and $10.6
million in Yemen (2008 - $6.8 million).
Future development costs for proved reserves included in the
depletion and depreciation calculations for the three months ended
September 30, 2009 totalled $1.9 million in Egypt (2008 - $1.9
million) and $10.9 million in Yemen (2008 - $6.9 million).
5. DISCONTINUED OPERATIONS
On April 30, 2008, the Company sold its Canadian oil and natural
gas interests for C$56.7 million, subject to normal closing
adjustments. The Canadian operations have been accounted for as
discontinued operations in accordance with Canadian GAAP. Results
of the Canadian operations have been included in the financial
statements up to the closing date of the sale (the date control was
transferred to the purchaser). The Company used the cash proceeds
from the sale and cash on hand to repay $55.0 million of debt.
Discontinued operations as at September 30, 2009 included
property and equipment of $0.3 million and current liabilities of
$0.1 million. Discontinued operations at December 31, 2008 included
current assets of $0.5 million, property and equipment of $0.3
million, and current liabilities of $0.3 million.
Three Months Ended Nine Months Ended
September 30 September 30
(000s) 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue
Oil and gas sales, net of royalties
and other $ - $ - $ - $ 8,655
Expenses
Operating - - - 2,302
Depletion, depreciation and accretion - - - 2,678
----------------------------------------------------------------------------
- - - 4,980
Gain on disposition, net of tax - 3 - 4,435
----------------------------------------------------------------------------
Income from discontinued operations
before taxes - 3 - 8,110
Future income tax recovery - - - 82
----------------------------------------------------------------------------
Net income from discontinued operations $ - $ 3 $ - $ 8,192
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In Canada, the Company capitalized overhead costs relating to
exploration and development activities during the nine months ended
September 30, 2008 of $0.4 million. Unproven property costs of $1.8
million were excluded from the costs subject to depletion and
depreciation for 2008. Depletion, depreciation and accretion was
not recorded while the assets were classified as held for sale.
6. GOODWILL
Changes in the carrying amount of the Company's goodwill,
arising from acquisitions, are as follows:
Nine Months Ended Year Ended
(000s) September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Balance, beginning of period $ 8,180 $ 4,313
Changes during the period - 3,867
----------------------------------------------------------------------------
Balance, end of period $ 8,180 $ 8,180
----------------------------------------------------------------------------
----------------------------------------------------------------------------
7. LONG-TERM DEBT
As at As at
(000s) September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revolving Credit Agreement $ 53,000 $ 58,000
Unamortized transaction costs (314) (770)
----------------------------------------------------------------------------
52,686 57,230
----------------------------------------------------------------------------
Current portion of long-term debt 52,686 -
----------------------------------------------------------------------------
$ - $ 57,230
----------------------------------------------------------------------------
----------------------------------------------------------------------------
As at September 30, 2009, the Company has a $60.0 million
Revolving Credit Agreement of which $53.0 million is drawn. The
Revolving Credit Agreement expires on September 25, 2010 and is
secured by a first floating charge debenture over all assets of the
Company, a general assignment of book debts, security pledge of the
Company's subsidiaries and certain covenants. The Revolving Credit
Agreement bears interest at the Eurodollar Rate plus three percent.
During the three and nine months ended September 30, 2009, the
average effective interest rate was 4.3% and 4.4%, respectively
(2008 - 6.3% and 7.2%, respectively). In the three and nine months
ended September 30, 2009, the Company incurred $Nil million and
$Nil million, respectively (2008 - $0.2 million and $1.3 million,
respectively), in fees to draw on its Revolving Credit
Agreement.
The future debt payments on long-term debt, as of September 30,
2009, are as follows:
(000s)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
2009 $ -
2010 (due September 25, 2010) 53,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
8. SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common
shares with no par value.
Issued
Nine Months Ended Year Ended
September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
(000s) Shares Amount Shares Amount
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Balance, beginning of period 59,500 $ 50,532 59,627 $ 50,128
Share issuance 5,798 16,312 - -
Stock options exercised 30 80 173 512
Stock options surrendered for cash
payments - (13) - (256)
Stock-based compensation on exercise - 153 - 403
Repurchase of common shares - - (300) (255)
Share issue costs - (1,203) - -
----------------------------------------------------------------------------
Balance, end of period 65,328 $ 65,861 59,500 $ 50,532
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In the first quarter of 2009, the Company issued 5,798,000
common shares at C$3.45 per common share for gross proceeds of
C$20.0 million (net C$18.5 million).
The Company has received regulatory approval to purchase, from
time to time, as it considers advisable, up to 6,116,905 common
shares under a Normal Course Issuer Bid which commenced September
7, 2009 and will terminate September 6, 2010. During the three and
nine months ended September 30, 2009, the Company did not
repurchase any common shares. During the year ended December 31,
2008, the Company repurchased and cancelled 300,000 common shares
at an average price of C$3.87 (US$3.66) per share. The excess of
the purchase price over the book value in the amount of $0.9
million was charged to retained earnings during the year.
9. STOCK OPTION PLAN
Stock options
Nine Months Ended Year Ended
September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
Weighted- Weighted-
Number Average Number Average
of Exercise of Exercise
(000s, except per share amounts) Options Price (C$) Options Price (C$)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Options outstanding, beginning of
period 5,600 4.20 2,936 4.78
Granted 656 3.36 3,457 3.77
Exercised for common shares (30) 3.26 (173) 2.98
Surrendered for cash payments (80) 3.26 (150) 3.40
Forfeited/expired (620) 3.81 (470) 5.33
----------------------------------------------------------------------------
Options outstanding, end of period 5,526 4.12 5,600 4.20
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Options exercisable, end of period 1,690 5.34 1,758 4.94
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Stock-based compensation
Stock-based compensation expense of $0.5 million and $1.5
million has been recorded in the Consolidated Statements of Income
(Loss) and Retained Earnings for the three and nine months ended
September 30, 2009, respectively (2008 - $0.5 million and $1.2
million, respectively). The fair value of all common stock options
granted is estimated on the date of grant using the lattice-based
binomial option pricing model. The weighted average fair value of
the options granted during 2009 and the assumptions used in their
determination are noted below:
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Weighted average fair market value per option (C$) 1.22
Risk-free interest rate (percent) 2.57
Expected volatility (percent) 44.15
Expected dividend yield (percent) 0
Expected forfeiture rate (non-executive employees) (percent) 12
Early exercise (Year 1/Year 2/Year 3/Year 4/Year 5) 0%/10%/20%/30%/40%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Options granted vest annually over a three year period and
expire five years after the grant date.
10. CONTRIBUTED SURPLUS
Nine Months Ended Year Ended
(000s) September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Contributed surplus, beginning of
period $ 4,893 $ 3,562
Stock-based compensation expense 1,493 1,734
Transfer to common shares on
exercise of options (153) (403)
----------------------------------------------------------------------------
Contributed surplus, end of period $ 6,233 $ 4,893
----------------------------------------------------------------------------
----------------------------------------------------------------------------
11. ACCUMULATED OTHER COMPREHENSIVE INCOME
The balance of accumulated other comprehensive income consists
of the following:
Nine Months Ended Year Ended
(000s) September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Accumulated other comprehensive
income, beginning of period $ 10,880 $ 11,766
Other comprehensive income (loss):
Foreign currency translation adjustment - (886)
----------------------------------------------------------------------------
Accumulated other comprehensive income,
end of period $ 10,880 $ 10,880
----------------------------------------------------------------------------
----------------------------------------------------------------------------
12. PER SHARE AMOUNTS
In calculating the net (loss) income per share, net (loss)
income from continuing operations per share and net income from
discontinued operations per share, basic and diluted, the following
weighted average shares were used:
Three Months Ended Nine Months Ended
September 30 September 30
(000s) 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Weighted average number of shares
outstanding 65,328 59,784 64,135 59,757
Dilutive effect of stock options - 987 - 867
----------------------------------------------------------------------------
Weighted average number of diluted
shares outstanding 65,328 60,771 64,135 60,624
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The treasury stock method assumes that the proceeds received
from the exercise of "in-the-money" stock options are used to
repurchase common shares at the average market price. In
calculating the weighted average number of diluted common shares
outstanding for the three and nine month periods ended September
30, 2009, the Company excluded all stock options outstanding
because there was a net loss in the periods then ended. In
calculating the weighted average number of diluted common shares
outstanding for the three and nine month periods ended September
30, 2008, the Company excluded 3,247,000 and 2,556,700 options,
respectively, because their exercise price was greater than the
period average common share market price in the period.
13. CAPITAL DISCLOSURES
The Company's objectives when managing capital are to ensure the
Company will have the financial capacity, liquidity and flexibility
to fund the ongoing exploration and development of its oil and gas
assets. The Company relies on cash flow to fund its capital
investments. However, due to long lead cycles of some of its
developments and corporate acquisitions, the Company's capital
requirements may exceed its cash flow generated in any one period.
This requires the Company to maintain financial flexibility and
liquidity. The Company sets the amount of capital in proportion to
risk and manages to ensure that the total of the long-term debt is
not greater than two times the Company's funds flow from operations
for the trailing twelve months. For the purposes of measuring the
Company's ability to meet the above stated criteria, funds flow
from operations is defined as the net income or loss (including net
income or loss from discontinued operations) before any deduction
for depletion, depreciation and accretion, amortization of deferred
financing charges, non-cash stock-based compensation, and non-cash
derivative (gain) loss on commodity contracts.
The Company defines and computes its capital as follows:
As at As at
(000s) September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Shareholders' equity $ 160,471 $ 154,735
Long-term debt, including the current
portion 52,686 57,230
Cash and cash equivalents (14,804) (7,634)
----------------------------------------------------------------------------
Total capital $ 198,353 $ 204,331
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The Company's debt-to-funds flow ratio is computed as follows:
12 Months Trailing
----------------------------------------------------------------------------
(000s) September 30, 2009 December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Long-term debt, including the
current portion $ 52,686 $ 57,230
----------------------------------------------------------------------------
Cash flow from operating activities
$ 35,457 $ 57,793
Changes in non-cash working capital 6,038 1,474
----------------------------------------------------------------------------
Funds flow from operations $ 41,495 $ 59,267
----------------------------------------------------------------------------
Ratio 1.3 1.0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The Company's financial objectives and strategy as described
above have remained substantially unchanged over the last two
completed fiscal years. These objectives and strategy are reviewed
on an annual basis. The Company believes that its ratios are within
reasonable limits, in light of the relative size of the Company and
its capital management objectives.
The Company is also subject to financial covenants in its
revolving credit agreement. The key financial covenants are as
follows:
- Interest coverage ratio of greater than 3.5 to 1.0, calculated
as EBITDAX to interest expense, for the immediately preceding four
consecutive fiscal quarters. For the purposes of the financial
covenant calculations EBITDAX shall mean Consolidated Net Income
before interest, income taxes, depreciation, depletion,
amortization, and accretion, unrealized derivative losses on
commodity contracts and stock based compensation expense.
- Indebtedness to EBITDAX of less than 2.0 to 1.0. For the
purposes of the financial covenant calculation, indebtedness shall
mean the balance of the Revolving Credit Facility, letters of
credit and any amounts payable in connection with a realized
derivative loss.
- Current ratio (current assets to current liabilities,
excluding the current portion of long-term debt) of greater than
1.0 to 1.0.
The Company is in compliance with all financial covenants at
September 30, 2009.
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Carrying Values and Estimated Fair Values of Financial Assets
and Liabilities
The Company has classified its cash and cash equivalents as
assets held for trading and its derivative commodity contracts as
financial assets or liabilities held for trading, which are both
measured at fair value with changes being recognized in net income.
Accounts receivable are classified as loans and receivables;
accounts payable and accrued liabilities, liabilities of
discontinued operations, and long-term debt are classified as other
liabilities, all of which are measured at amortized cost.
Carrying value and fair value of financial assets and
liabilities are summarized as follows:
September 30, 2009
----------------------------------------------------------------------------
Classification (000s) Carrying Value Fair Value
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Financial assets held-for-trading $ 14,804 $ 14,804
Loans and receivables 37,451 37,451
Financial liabilities held-for-trading 912 912
Other liabilities 67,502 67,816
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Credit Risk
Credit risk is the risk of loss if the counter parties do not
fulfill their contractual obligations. The Company's exposure to
credit risk primarily relates to accounts receivable, the majority
of which are in respect of oil operations, and derivative commodity
contracts. The Company generally extends unsecured credit to these
parties and therefore the collection of these amounts may be
affected by changes in economic or other conditions. Management
believes the risk is mitigated by the size and reputation of the
companies to which they extend credit and an insurance program on a
portion of the receivable balance. The Company has not experienced
any material credit loss in the collection of accounts receivable
to date.
Trade and other receivables from continuing operations are
analyzed in the table below. With respect to the trade and other
receivables that are not impaired and past due, there are no
indications as of the reporting date that the debtors will not meet
their payment obligations.
(000s)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Trade and other receivables at September 30, 2009
----------------------------------------------------------------------------
Neither impaired nor past due $ 12,562
Impaired (net of valuation allowance) -
Not impaired and past due in the following period:
Within 30 days 4,059
31-60 days 4,948
61-90 days 7,919
Over 90 days 7,963
----------------------------------------------------------------------------
----------------------------------------------------------------------------
In Egypt, the Company sold all of its 2009 production to one
purchaser. In Yemen, the Company sold all of its 2009 Block 32
production to one purchaser and all of its 2009 Block S-1
production to one purchaser. Management considers such transactions
normal for the Company and the international oil industry in which
it operates.
Market Risk
Market risk is the risk or uncertainty arising from possible
market price movements and their impact on the future performance
of a business. The market price movements that the Company is
exposed to include oil prices (commodity price risk), foreign
currency exchange rates and interest rates, all of which could
adversely affect the value of the Company's financial assets,
liabilities and financial results.
a) Commodity Price Risk
The Company's operational results and financial condition are
partially dependent on the commodity prices received for its oil
production. Commodity prices have fluctuated significantly during
recent years.
Any movement in commodity prices would have an effect on the
Company's financial condition. Therefore, the Company has entered
into various financial derivative contracts to manage fluctuations
in commodity prices in the normal course of operations. The
following contracts are outstanding at September 30, 2009:
Dated
Brent Pricing
Period Volume Type Put-Call
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Crude Oil
----------
October 1, 2009
-December 31, 2009 12,000 Bbls/month Financial Collar $60.00-$82.10
October 1, 2009
-December 31, 2009 6,000 Bbls/month Financial Collar $60.00-$86.10
October 1, 2009
-December 31, 2009 12,000 Bbls/month Financial Collar $40.00-$55.00
October 1, 2009
-December 31, 2009 10,000 Bbls/month Financial Floor $60.00
January 1, 2010
-August 31, 2010 12,000 Bbls/month Financial Collar $60.00-$84.25
January 1, 2010
-August 31, 2010 9,000 Bbls/month Financial Collar $40.00-$80.00
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The estimated fair value of unrealized commodity contracts is
reported on the Consolidated Balance Sheet, with any change in the
unrealized positions recorded to income. The fair values of these
transactions are based on an approximation of the amounts that
would have been paid to, or received from, counter-parties to
settle the transactions outstanding as at the Consolidated Balance
Sheet date with reference to forward prices and market values
provided by independent sources. The actual amounts realized may
differ from these estimates.
When assessing the potential impact of commodity price changes
on its financial derivative commodity contracts, the Company
believes 10% volatility is a reasonable measure. The effect of a
10% increase in commodity prices on the derivative commodity
contracts would increase the net loss, for the three and nine
months ended September 30, 2009, by $2.1 million. The effect of a
10% decrease in commodity prices on the derivative commodity
contracts would decrease the net loss, for the three and nine
months ended September 30, 2009, by $0.03 million.
b) Foreign Currency Exchange Risk
As the Company's business is conducted primarily in U.S. dollars
and its financial instruments are primarily denominated in U.S.
dollars, the Company's exposure to foreign currency exchange risk
relates to certain cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities denominated in Canadian
dollars. When assessing the potential impact of foreign currency
exchange risk, the Company believes 10% volatility is a reasonable
measure. The Company estimates that a 10% increase in the value of
the Canadian dollar against the U.S. dollar would result in a
decrease in the net loss for the three and nine months ended
September 30, 2009, of approximately $0.3 million and conversely a
10% decrease in the value of the Canadian dollar against the U.S.
dollar would increase the net loss by said amount for the same
periods. The Company does not utilize derivative instruments to
manage this risk.
c) Interest Rate Risk
Fluctuations in interest rates could result in a significant
change in the amount the Company pays to service variable-interest,
U.S.-dollar-denominated debt. No derivative contracts were entered
into during 2009 to mitigate this risk. When assessing interest
rate risk applicable to the Company's variable-interest,
U.S.-dollar-denominated debt the Company believes 1% volatility is
a reasonable measure. The effect of interest rates increasing by 1%
would increase the Company's net loss, for the three and nine
months ended September 30, 2009, by $0.1 million and $0.4 million,
respectively. The effect of interest rates decreasing by 1% would
decrease the Company's net loss, for the three and nine months
ended September 30, 2009, by $0.1 million and $0.4 million,
respectively.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they become due. Liquidity
describes a company's ability to access cash. Companies operating
in the upstream oil and gas industry require sufficient cash in
order to fund capital programs necessary to maintain and increase
production and proved reserves, to acquire strategic oil and gas
assets and to repay debt.
The Company actively maintains credit facilities to ensure it
has sufficient available funds to meet current and foreseeable
financial requirements at a reasonable cost. The following are the
contractual maturities of financial liabilities at September 30,
2009:
(000s) Payment Due by Period(1,2)
----------------------------------------------------------------------------
Recognized in Less More
Financial Contractual than than
Statements Cash Flows 1 year 1-3 years 4-5 years 5 years
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Accounts
payable and
accrued Yes-
liabilities Liability $ 14,816 $ 14,816 $ - $ - $ -
Long-term debt:
Revolving Credit Yes-
Agreement Liability 53,000 53,000 - - -
Office and
equipment leases No 1,371 601 770 - -
Minimum work
commitments(3) No 11,670 1,400 4,970 5,300 -
----------------------------------------------------------------------------
Total $ 80,857 $ 69,817 $ 5,740 $ 5,300 $ -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Payments exclude ongoing operating costs related to certain leases,
interest on long-term debt and payments made to settle derivatives.
(2) Payments denominated in foreign currencies have been translated at
September 30, 2009 exchange rates.
(3) Minimum work commitments include contracts awarded for capital projects
and those commitments related to exploration and drilling obligations.
The Company actively monitors its liquidity to ensure that its
cash flows, credit facilities and working capital are adequate to
support these financial liabilities, as well as the Company's
capital programs. In addition, the Company raised gross proceeds of
$16.3 million in the first quarter of 2009 through a share
issuance.
The existing banking arrangements at September 30, 2009 consist
of a Revolving Credit Facility of $60.0 million of which $53.0
million is drawn. The Company is currently reviewing options to
refinance the Revolving Credit Agreement.
The table below shows cash outflow for financial derivative
instruments based on forward-curve prices for Dated Brent oil of
$67.39/Bbl at September 30, 2009:
(000s)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Less than 1 year $ 912
1-3 years -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
15. COMMITMENTS AND CONTINGENCIES
The Company is subject to certain office and equipment leases
(Note 14).
Pursuant to the East Hoshia Development Lease in Egypt, the
Company has completed its commitment to drilling three exploration
wells and incurred expenses in excess of its $4.0 million
production guarantee. Subject to final government approval
(pending), the East Hoshia Development Lease is scheduled for a
continuation review prior to November 30, 2010, at which time
non-productive lands could be relinquished.
Pursuant to the Concession Agreement for Nuqra Block 1 in Egypt,
the Contractor (Joint Venture Partners) has a minimum financial
commitment of $5.0 million ($4.4 million to TransGlobe) and a work
commitment of two exploration wells in the second exploration
extension. The second 36-month extension period commenced on July
18, 2009. The Contractor has met the second extension financial
commitment of $5.0 million in the prior periods. At the request of
the government, the Company provided a $4.0 million production
guarantee from the West Gharib Concession prior to entering the
second extension period.
Pursuant to the Production Sharing Agreement ("PSA") for Block
72 in Yemen, the Contractor (Joint Venture Partners) has a minimum
financial commitment of $2.0 million ($0.7 million to TransGlobe)
during the second exploration period. The second 30-month
exploration period commenced on January 12, 2009.
Pursuant to the PSA for Block 75 in Yemen, the Contractor (Joint
Venture Partners) has a remaining minimum financial commitment of
$3.0 million ($0.8 million to TransGlobe) for one exploration well.
The first 36-month exploration period commenced March 8, 2008. The
Company issued a $1.5 million letter of credit (expiring November
15, 2011) to guarantee the Company's performance under the first
exploration period. The letter is secured by a guarantee granted by
Export Development Canada.
Pursuant to the bid awarded for Block 84 in Yemen, the
Contractor (Joint Venture Partners) has a minimum financial
commitment of $4.1 million ($1.4 million to TransGlobe) for the
signature bonus and a $16.0 million ($5.3 million to TransGlobe)
first exploration period work program consisting of seismic
acquisition and four exploration wells. The first 42-month
exploration period will commence if the PSA is finalized and
ratified by the government of Yemen.
Pursuant to the August 18, 2008 asset purchase agreement for a
25% financial interest in eight development leases on the West
Gharib Concession in Egypt, the Company has committed to paying the
vendor a success fee to a maximum of $7.0 million if incremental
reserve thresholds are reached in the East Hoshia (up to $5.0
million) and South Rahmi (up to $2.0 million) development leases,
to be evaluated annually. As at December 31, 2008, no additional
fees are due in 2009.
In the normal course of its operations, the Company may be
subject to litigations and claims. Although it is not possible to
estimate the extent of potential costs, if any, management believes
that the ultimate resolution of such contingencies would not have a
material adverse impact on the results of operations, financial
position or liquidity of the Company.
16. SEGMENTED INFORMATION
Egypt Yemen Total
----------------------------------------------------------------------------
Nine Months Ended September 30
(000s) 2009 2008 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue
Oil sales, net of
royalties and
other $ 44,296 $ 43,586 $ 29,721 $ 61,880 $ 74,017 $ 105,466
Other income - 33 - - - 33
----------------------------------------------------------------------------
Total revenue 44,296 43,619 29,721 61,880 74,017 105,499
----------------------------------------------------------------------------
Segmented expenses
Operating expenses 9,695 3,951 7,683 9,525 17,378 13,476
Depletion and
depreciation 33,150 16,444 7,331 9,394 40,481 25,838
Income taxes 9,658 12,929 5,308 15,628 14,966 28,557
----------------------------------------------------------------------------
Total segmented
expenses 52,503 33,324 20,322 34,547 72,825 67,871
----------------------------------------------------------------------------
Segmented (loss)
income $ (8,207) $ 10,295 $ 9,399 $ 27,333 1,192 37,628
----------------------------------------------------------------------------
Non-segmented
expenses
Derivative loss
on commodity
contracts
(Note 14a) 3,529 9,455
General and
administrative 7,505 7,203
Interest on
long-term debt 1,904 5,068
Depreciation 143 295
Foreign exchange
(gain) loss (940) 28
Other income (16) (112)
----------------------------------------------------------------------------
Total
non-segmented
expenses 12,125 21,937
----------------------------------------------------------------------------
Net (loss) income
from continuing
operations (10,933) 15,691
Net income from
discontinued
operations (Note 5) - 8,192
----------------------------------------------------------------------------
Net (loss) income $(10,933) $ 23,883
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Capital
expenditures
Exploration and
development $ 21,491 $ 23,157 $ 6,345 $ 6,624 $ 27,836 $ 29,781
Property
acquisitions - 18,000 - - - 18,000
----------------------------------------------------------------------------
$ 21,491 $ 41,157 $ 6,345 $ 6,624 27,836 47,781
Corporate 169 152
Corporate
acquisitions - 36,602
----------------------------------------------------------------------------
Total capital
expenditures $ 28,005 $ 84,535
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Egypt Yemen Total
----------------------------------------------------------------------------
Three Months Ended September 30
(000s) 2009 2008 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue
Oil sales, net
of royalties
and other $ 17,755 $ 15,889 $ 10,740 $ 20,688 $ 28,495 $ 36,577
Segmented
expenses
Operating
expenses 4,241 1,914 2,730 3,174 6,971 5,088
Depletion and
depreciation 11,747 5,523 2,394 3,221 14,141 8,744
Income taxes 3,874 4,290 2,287 5,461 6,161 9,751
----------------------------------------------------------------------------
Total segmented
expenses 19,862 11,727 7,411 11,856 27,273 23,583
----------------------------------------------------------------------------
Segmented (loss)
income $ (2,107) $ 4,162 $ 3,329 $ 8,832 1,222 12,994
----------------------------------------------------------------------------
Non-segmented
expenses
Derivative gain
on commodity
contracts
(Note 14a) (152) (14,890)
General and
administrative 2,636 2,066
Interest on
long-term debt 575 783
Depreciation 51 218
Foreign exchange
(gain) loss (286) 41
Other income 16 (11)
----------------------------------------------------------------------------
Total non-segmented
expenses 2,840 (11,793)
----------------------------------------------------------------------------
Net (loss) income
from continuing
operations (1,618) 24,787
Net income
from discontinued
operations (Note 5) - 3
----------------------------------------------------------------------------
Net (loss) income $ (1,618) $ 24,790
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Capital
expenditures
Exploration
and
development $ 8,559 $ 16,644 $ 2,029 $ 2,043 $ 10,588 $ 18,687
Property
acquisitions - 18,000 - - - 18,000
----------------------------------------------------------------------------
$ 8,559 $ 34,644 $ 2,029 $ 2,043 10,588 36,687
Corporate 11 68
----------------------------------------------------------------------------
Total capital
expenditures $ 10,599 $ 36,755
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Sept. 30 Dec. 31 Sept. 30 Dec. 31 Sept. 30 Dec. 31
2009 2008 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Property and
equipment $ 117,012 $ 128,672 $ 48,923 $ 49,909 $ 165,935 $ 178,581
Goodwill 8,180 8,180 - - 8,180 8,180
Other 38,727 27,517 8,769 6,430 47,496 33,947
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Segmented
assets $ 163,919 $ 164,369 $ 57,692 $ 56,339 221,611 220,708
Non-segmented
assets 7,042 6,766
Discontinued
operations 311 764
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Total assets $ 228,964 $ 228,238
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Contacts: TransGlobe Energy Corporation Anne-Marie Buchmuller
Manager, Investor Relations & Assistant Corporate Secretary
(403) 268-9868 or Cell: (403) 472-0053
investor.relations@trans-globe.com www.trans-globe.com
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