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SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

For the period May 27, 2003 to May 29, 2003

PENGROWTH ENERGY TRUST

Petro-Canada Centre – East Tower
2900, 111 – 5^th Avenue S.W.
Calgary, Alberta T2P 3Y6 Canada
(address of principal executive offices)

     [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F		Form 40-F    ü

     [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Security Exchange Act of 1934.

Yes		No    ü

     [If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):__________________]

 

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DOCUMENTS FURNISHED HEREUNDER:
SIGNATURES

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DOCUMENTS FURNISHED HEREUNDER:

1.

First Quarter Interim Report for the period ended March 31, 2003.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PENGROWTH ENERGY TRUST by its administrator PENGROWTH CORPORATION
May 29, 2003		By: /s/ Gordon M. Anderson
		Name: Gordon M. Anderson        Title: Vice-President

 

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FIRST QUARTER RESULTS
MARCH 31, 2003

HIGHLIGHTS

Pengrowth paid $82.2 million ( $0.75 per trust unit ) in cash distributions during the first quarter and
retained $10.8 million to fund capital expenditures or repay bank debt. An additional $15.0 million earned in
the first quarter will be distributed to unitholders in future periods.

•

Pengrowth realized an average commodity price of $44.33 per boe in 2003, an 82% increase from the same
period last year.

•

Total production in the first quarter of 2003 averaged 50,827 boepd, an increase of 21% compared to the
first quarter of 2002.

•

Cash netbacks for the period increased by 169% to $23.62 per boe compared to $8.79 per boe in the first
quarter of 2002.

•

Operating costs of $8.63 per boe were higher than our budgeted amount of $8.16 per boe, due mainly to
higher electricity rates in Alberta. The impact of higher operating costs was more than offset by a
corresponding increase in natural gas spot prices in Alberta.

•

Long-term debt was reduced to $307.2 million at March 31, 2003 compared to $316.5 million at year-end
2002. The ratio of long term debt to long-term debt plus equity at quarter end was maintained at 23% and
debt to trailing cash flow was approximately 1.0 times at the end of the first quarter.

•

Subsequent to quarter end, on April 23, Pengrowth closed a US $200 million private placement of senior
unsecured notes to a group of US institutional investors. The issue comprised US$150 million 4.93% senior
notes due April 2010 and US$50 million 5.47% senior notes due April 2013. Proceeds of this offering were
used to replace most of Pengrowth’s outstanding bank debt.

•

On May 8, 2003, Pengrowth acquired an 8.4% working interest in the SOEP processing facilities downstream
of the Thebaud processing platform for a net purchase price of $57 million.

•

On May 15, 2003, Pengrowth announced the terms of a new management agreement. The new agreement,
which is subject to unitholder approval, is designed to provide lower fees for unitholders. The new
agreement includes substantially reduced base fees, the elimination of acquisition fees, and the introduction
of a performance-based fee.

Note regarding currency: All figures contained within this report are quoted in Canadian dollars
unless otherwise indicated.

 

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- 2 - PENGROWTH ENERGY TRUST

Financial and Operating Highlights

(thousands of dollars, except production
and per unit amounts )			(unaudited)
Quarter ended March 31			2003				2002				% Change
INCOME STATEMENT
Oil and gas sales				202,801				91,634				+121	%
Net income				61,050				442
Net income per unit				0.551				0.005
Distributable cash				97,221				33,118				+194	%
Actual distributions paid or declared per unit				0.750				0.410				+83	%
Weighted average number of units outstanding				110,768				82,266				+35	%
BALANCE SHEET
Working capital				(48,547	)			(22,663	)			+114	%
Property, plant and equipment and other assets				1,421,605				1,175,673				+21	%
Long-term debt				307,226				339,085				-9	%
Unitholders’ equity				1,024,162				785,387				+30	%
TRUST UNIT TRADING (TSX)
	High			15.90				16.23
	Low			13.39				13.25
	Close			14.25				16.13
Value				297,605				165,670				+80	%
Volume (thousands of units)				20,122				11,395				+77	%
TRUST UNIT TRADING (NYSE) — Listed on April 10, 2002
	High			US$10.67				—
	Low			US$9.07				—
	Close			US$9.71				—
Value				US$80,807
Volume (thousands of units)				8,168
DAILY PRODUCTION
Crude oil (barrels)				24,807				18,510				+34	%
Natural gas (thousands of cubic feet)				120,402				110,050				+9	%
Natural gas liquids (barrels)				5,952				5,001				+19	%
Total production (BOE) 6:1				50,827				41,859				+21	%
PRODUCTION INCREASE
	(6:1 boe) (year over year)			21	%			13	%
PRODUCTION PROFILE (6:1 conversion)
Crude oil				49	%			44	%
Natural gas				39	%			44	%
Natural gas liquids				12	%			12	%
AVERAGE PRICES
Crude oil (per barrel)				44.75				32.62				+37	%
Natural gas (per mcf)				7.63				2.84				+169	%
Natural gas liquids (per barrel)				41.43				22.71				+82	%
Average price per BOE 6:1				44.33				24.32				+82	%

 

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PENGROWTH ENERGY TRUST - 3 -

President’s Message

We are very pleased to present the unaudited quarterly results for the three months ended March 31, 2003. Pengrowth unitholders benefited from higher crude oil and natural gas prices during the first quarter of 2003, resulting in higher per unit distributions. Pengrowth paid out a total of $0.75 per trust unit for the first quarter of 2003 as compared to $0.41 per unit for the same period in 2002. An additional $0.10 per unit earned in the first quarter of 2003 was retained to fund capital expenditures, and a further $0.13 per unit was available for future distribution.

Production levels averaged 50,827 boepd during the first quarter of 2003 representing an increase of 21% over the first quarter of 2002. The increase is largely due to the purchase of oil and gas producing properties in British Columbia in October 2002 and development activities. Our current production forecast for 2003 production is approximately 48,500 boepd assuming no acquisitions or dispositions for the balance of the year.

During the last few weeks, Canadian exchange rates have increased in relation to the US dollar. The Canadian dollar is currently trading at approximately US $0.725 as compared to US $0.65 one year ago. Most of Pengrowth’s oil and natural gas sales are denominated in US dollars. A one cent increase in the value of the Canadian dollar in relation to the US dollar reduces Pengrowth’s distributions by approximately Cdn $0.03 per unit annually. The impact of a strong Canadian dollar is expected to be partially offset by continued higher commodity prices, and continuing relatively low interest rates.

Pengrowth ended the quarter with long-term debt of $307 million, 9% lower than at the end of the first quarter of 2002 and 3% less than our year-end debt position. As at the end of the quarter, Pengrowth’s debt to cash flow ratio was 1.0 times, and the debt to total capitalization ratio was 23%. This represents one of the strongest balance sheets in Pengrowth’s recent history and positions us well for future acquisitions. In addition, on April 23, 2003, Pengrowth successfully closed a US $200 million private placement of senior unsecured notes to a group of US institutional investors. The notes were comprised of US $150 million 4.93% senior notes due April 2010 and US $50 million 5.47% senior notes due April 2013. Proceeds of this offering were used to replace most of our outstanding bank debt.

Subsequent to quarter end, Pengrowth completed the acquisition of an 8.4% working interest in the processing facilities at the Sable Offshore Energy Project ( “SOEP” ) downstream of the Thebaud processing platform for a net purchase price of approximately $57 million. The acquisition will result in a material reduction in processing fees paid by Pengrowth for transporting and processing our 99.9% royalty interest in SOEP production. We expect the transaction will be accretive to unitholders and will result in an increase in distributions of approximately $0.03 per unit per year over the next five years.

Pengrowth has also entered into an agreement to purchase varying interests in 11 significant discovery licenses ( “SDL’s” ) from Nova Scotia Resources Limited ( “NSRL” ) for a purchase price of $4.5 million plus a 10% net profits interest to NSRL. This purchase helps to align Pengrowth for future development particularly now that Pengrowth is a working interest owner in the SOEP facilities. Timing on the potential development of the SDL’s, through farmout or other means, will depend on the future performance of SOEP and other developments in the region.

On May 15, 2003, Pengrowth Corporation and Pengrowth Management Limited ( the “Manager” ) announced an agreement, subject to unitholder approval, on the terms of a new management agreement. A new fee structure has been designed to provide for lower base fees and strong incentives for the Manager to increase unitholder returns. A special committee of independent directors of Pengrowth Corporation was formed several months ago to consider the current management agreement and alternatives thereto, including internalization. After considering several alternatives, the Special Committee decided to negotiate a new incentive-based management agreement with the Manager. The Special Committee and the Board of Directors of Pengrowth Management unanimously support the new management agreement. The key features of the new agreement include:

			· Avoidance of the up-front costs associated with internalization.
			· Reduced base fees resulting in potential direct savings to unitholders.
			· The elimination of acquisition fees.
			· The introduction of a performance-based fee based on a 3 year rolling average total return.
			· The implementation of a ceiling on the total fees payable.
			· Two distinct three-year terms, with a declining fee structure in the second three-year term..
			· The continued commitment by James Kinnear to the stewardship of the Trust.
			· Enhanced corporate governance.

Details of the new management agreement are included in the Information Circular – Proxy Statement dated May 12, 2003. The new management agreement requires the approval of the unitholders by special resolution and will be presented for a vote at the Annual General Meeting to be held in Calgary, Alberta at 3:00 pm MST on June 17, 2003 in the McMurray Room of the Calgary Petroleum Club.

James S. Kinnear
Chairman, President and Chief Executive Officer, Pengrowth Energy Trust
May 22, 2003

For further information about Pengrowth, please visit our website www.pengrowth.com or contact:

Dan Belot, Manager, Investor Relations, Calgary Telephone: (403) 233-0224 Toll Free: 1-800-223-4122 Facsimile: (403) 294-0051

Sally Elliott, Investor Relations, Toronto Telephone: (416) 362-1748 Toll Free: 1-888-744-1111 Facsimile: (416) 362-8191

 

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Management’s Discussion and Analysis

The following discussion and analysis of financial results should be read in conjunction with:

•		The MD&A and the audited consolidated financial statements as at and for the year ended December 31, 2002 and 2001;
•		The interim unaudited consolidated financial statements as at and for the three months ended March 31, 2003.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion and analysis contains forward-looking statements. These statements relate to future events or our future performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These statements are only predictions. A number of factors, including the business risks discussed below, may cause actual results to vary materially from these estimates. Actual events or results may differ materially. In addition, this discussion contains forward-looking statements attributed to third party industry sources. Readers should not place undue reliance on these forward-looking statements.

When converting natural gas to equivalent barrels of oil within this discussion, Pengrowth uses the international standard of 6 thousand cubic feet (mcf) to one barrel of oil equivalent (boe). Production volumes and revenues are reported on a gross basis (before crown and freehold royalties) in accordance with Canadian practice. All amounts are stated in Canadian dollars unless otherwise specified.

Distributable Cash

Distributable cash increased 194% to $97.2 million for the first quarter of 2003, compared to $33.1 million in the first quarter of 2002. Per unit cash distributions to unitholders increased 83% to $0.75 per trust unit in the first quarter of 2003 compared to $0.41 per trust unit in the first quarter of 2002. An additional $10.8 million ($0.10 per unit) was withheld to repay indebtedness and/or to fund capital expenditures. A balance of $15.0 million (approximately $0.13 per unit) earned in the first quarter will be distributed to unitholders in future months.

The following is a summary of recent monthly distributions and future key dates:

Ex-Distribution

Distribution

Distribution Amount

US $

Date *

Record Date

Payment Date

per Trust Unit

Approx. Amount**

December 27, 2002

December 31, 2002

January 15, 2003

$

0.20

$

0.13

January 30, 2003

February 3, 2003

February 15, 2003

$

0.20

$

0.13

February 27, 2003

March 3, 2003

March 15, 2003

$

0.25

$

0.17

March 28, 2003

April 1, 2003

April 15, 2003

$

0.25

$

0.17

April 29, 2003

May 1, 2003

May 15, 2003

$

0.25

$

0.18

May 29, 2003

June 2, 2003

June 15, 2003

$

0.25

$

0.18

June 26, 2003

June 30, 2003

July 15, 2003

July 29, 2003

July 31, 2003

August 15, 2003

August 27, 2003

August 29, 2003

September 15, 2003

September 26, 2003

September 30, 2003

October 15, 2003

October 29, 2003

October 31, 2003

November 15, 2003

November 27, 2003

December 1, 2003

December 15, 2003

*		To benefit from the monthly cash distribution, unitholders must purchase or hold trust units prior to the ex-distribution date.
**		Before applicable withholding taxes.

Net Income

Net income for the first quarter of 2003 increased to $61.1 million ($0.55 per trust unit) compared to $0.4 million for the first quarter of 2002. Most of this increase is attributable to higher commodity prices in the first quarter of 2003.

Pengrowth Monthly Cash Distributions
(cents Canadian)

 

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PENGROWTH ENERGY TRUST - 5 -

Netbacks

		Three months ended March 31,
Netbacks per boe of Production (6:1)		2003				2002
Oil and gas sales		$	44.33			$	24.32
Crown and freehold royalties, net of incentives			(7.69	)			(3.52	)
Other income			0.63				0.45
Operating costs			(8.63	)			(7.31	)
Amortization of injectants			(2.16	)			(3.23	)
Operating Netback			26.48				10.71
Interest			(0.94	)			(0.69	)
General and administrative			(0.81	)			(0.59	)
Management fees			(0.82	)			(0.37	)
Capital taxes			(0.12	)			(0.11	)
Other			(0.17	)			(0.16	)
Netback per boe		$	23.62			$	8.79

Production

Total daily average production per BOE increased 21% in the first quarter of 2003, compared to the first quarter of 2002.

		Three months ended March 31
Daily Production		2003				2002				% Change
Crude oil (bbls/d)			24,807				18,510				34	%
Natural gas (mcf/d)			120,402				110,050				9	%
Natural gas liquids (bbls/d)			5,952				5,001				19	%
Total boe/d (6:1)			50,827				41,859				21	%

Production Profile

Oil production volumes have increased 34% mainly as a result of the acquisition of the B.C. properties in October 2002.

First quarter natural gas production volumes have increased 9% when compared to the first quarter of 2002, again due to the purchase of the B.C. properties in October 2002, offset in part by lower production volumes from Judy Creek (due to increased gas injection volumes), and the Sable Offshore Energy Project (“SOEP”), where gas production volumes were 15% lower than the first quarter of 2002.

The reduction in SOEP production during the first quarter was mainly due to one well going off production because of sand and water production, and weather-related production interruptions. Workovers were completed on several SOEP wells during the first quarter, and production now approximates 42,000 MMBTU per day of raw gas net to Pengrowth.

Total first quarter production of 50,827 boepd was slightly lower than expected for the period. This was mainly due to lower gas sales from SOEP and Judy Creek, as well as higher than anticipated declines at the recently acquired Rigel, Squirrel and Tupper properties in B.C, offset in part by higher than forecasted oil volumes from Judy Creek.

Pengrowth’s current forecast of 2003 production is approximately 48,500 boepd assuming no acquisitions or dispositions for the balance of the year. This forecast includes expected incremental production volumes primarily from 2003 development activities at SOEP, the B.C. properties and Judy Creek. Unanticipated production fluctuations on certain of our core properties in B.C. and offshore Nova Scotia could cause our actual production to vary from the forecasted volumes.

 

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Prices

Pengrowth’s average price per BOE of production increased 82% from $24.32 per boe in the first quarter of 2002 to $44.33 per boe in the first quarter of 2003.

			Three months ended March 31,
Average Prices C$			2003				2002				% Change
Crude oil ($/ bbl)				44.75				32.62				37	%
Natural gas ($/ mcf)				7.63				2.84				169	%
Natural gas liquids ($/ bbl)				41.43				22.71				82	%
	Average price per boe (6:1)			44.33				24.32				82	%

Pengrowth’s average crude oil price increased 37% in the first quarter of 2003 compared to the first quarter of 2002, reflecting a 56% increase in the WTI benchmark price for crude oil over the same period. This increase was offset in part by the impact of Pengrowth’s hedging program and an appreciation of the Canadian dollar vs. the U.S. dollar during the first quarter of 2003.

Pengrowth’s average natural gas price increased 169% from $2.84 per mcf in the first quarter of 2002 to $7.63 per mcf in the first quarter of 2003. The AECO monthly gas index price increased 137% and the NYMEX Henry Hub gas price index increased 185% over the same period.

WTI Oil Price ($US / bbl)		AECO Gas Price ($C / mcf)

Price Risk Management Program

As a result of the high spot prices for natural gas and crude oil during the first quarter of 2003, Pengrowth realized a net hedging loss on natural gas swap contracts and fixed price contracts (as compared to monthly average spot prices) of $11.5 million, and hedging losses related to crude oil price swap transactions of $9.1 million. In the first quarter of 2002, Pengrowth realized net hedging gains of $0.3 million and $0.5 million for natural gas and crude oil hedges respectively.

Pengrowth has 11,000 bpd of crude oil hedged for the remainder of 2003 at an average fixed price of $41.48 per bbl. In addition, Pengrowth has hedged 14,217 mcf/d of its 2003 Western gas production at an average plantgate price of $6.07 per mcf and 17,000 MMBTU/d of its Eastern gas production at an average plantgate price of $5.11 per MMBTU. Details of the contracts are provided in Note 6 to the financial statements.

At March 31, 2003 the mark-to-market value of these hedge positions was a negative $13.3 million — a positive $4.0 million for crude oil and negative $17.3 million for natural gas.

Royalties

Royalties increased to $35.2 million or 17% of oil and gas sales in the first quarter of 2003, compared to $13.2 million or 14% of oil and gas sales in the first quarter of 2002. The increase in the royalty percentage is due to a higher natural gas Crown royalty reference price in Alberta and a slightly higher average royalty rate on the B.C. properties, offset in part by higher injection credits at Judy Creek and a larger proportionate revenue contribution from SOEP (due to higher gas prices). SOEP enjoys a current royalty rate of approximately 2%.

Operating Costs

For the first three months of 2003, operating costs were $39.5 million ($8.63 per boe), compared to $27.5 million ($7.31 per boe) for the first three months of 2002. On a per boe basis, the increase is due mainly to higher electricity costs in Alberta in 2003 compared to the prior year — Alberta pool prices averaged approximately $97.00/Mwh in the first quarter of 2003 compared to approximately $49.00/Mwh in the first quarter of 2002. Operating costs per boe for the first quarter of 2003 were higher than our 2003 average budgeted amount of $8.16 per boe, due mainly to higher Alberta electricity costs. Electricity rates have come down substantially in April over the first quarter average but remain approximately 10% above our average budgeted rate for 2003.

An increase in per unit processing fees at SOEP also contributed to higher operating costs in the first quarter of 2003 as compared to the first quarter of 2002, offset in part by lower per boe costs at the newly acquired B.C. properties.

 

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PENGROWTH ENERGY TRUST - 7 -

Injectants for Miscible Flood

During the first three months of 2003, Pengrowth purchased $9.5 million of injectants for miscible floods and expensed a related $9.9 million against cash distributions to unitholders. Pengrowth amortizes the cost of injectants purchased from third parties against cash distributions to unitholders over the period of expected future economic benefit, which is currently 30 months. Based on the planned miscible flood programs and current natural gas price forecasts, purchased injectant costs are expected to decline approximately 15% from first quarter levels for each quarter during the remainder of 2003. At March 31, 2003, the balance of unamortized injectant costs was $33.4 million.

General and Administrative

General and Administrative expenses (G&A) were $3.7 million in the first quarter of 2003 compared to $2.2 million for the same period last year. This increase is due to a number of factors including the additional personnel hired in conjunction with the acquisition of the B.C. properties in October 2002, a move to larger and higher rent office premises, as well as additional administrative and regulatory costs associated with the administration of a larger unitholder base, and expansion into the U.S. markets in the second quarter of 2002. On a per boe basis, G&A increased from $0.59 per boe in 2002 to $0.81 per boe in 2003. G&A costs for the first quarter were also higher than the expected level of $0.72 per boe due to a number of factors including legal and advisory costs incurred by the Special Committee of the Board of Directors established to conduct a review of the Management Agreement, and higher than expected personnel and systems costs related to transitional activities with respect to the addition of the B.C. properties in the fourth quarter of 2002.

Management Fees

Management fees were $3.8 million or $0.82 per boe in the first quarter of 2003 compared to $1.4 million or $0.37 per boe for the same period last year. Management fees were substantially higher in 2003 due to the increase in net production revenue, as the current fees are based on a sliding scale percentage of net production revenue.

Interest Expense

Interest expense increased to $3.7 million for the first quarter of 2003 compared to $3.0 million in the first quarter of 2002. Although the average long-term debt has decreased compared to the first quarter of 2002, the average interest rate has increased.

Depletion and Depreciation

Depletion and depreciation increased to $43.2 million or $9.43 per boe compared to $30.4 million or $8.08 per boe for the first quarter of 2002. Higher production volumes and acquisitions made since the first quarter of 2002 have increased the amount of depletion and depreciation. The shorter reserve life index of the B.C. properties acquired in 2002 has increased the overall depletion rate, and the higher per boe cost of these properties (due to the shorter life) has also increased the depletion amount per boe. First quarter depletion per boe is in line with our expectations.

LIQUIDITY AND CAPITAL RESOURCES

Pengrowth’s long-term debt at March 31, 2003 was $307.2 million, compared to $316.5 million at December 31, 2002.

The ratio of debt to trailing 12-month distributable cash at March 31, 2003 was 1.2 times. Distributable cash covered interest expense by 26 times in the first three months of 2003.

Subsequent to quarter end, on April 23, Pengrowth closed a US $200 million private placement of senior unsecured notes to a group of US institutional investors. The notes comprised US $150 million, 4.93% senior notes due April 2010 and US $50 million 5.47% senior notes due April 2013. Proceeds of this offering were used to replace most of Pengrowth’s outstanding bank debt.

Capital Spending

During the first three months of 2003, Pengrowth spent $18.5 million ($11.4 million in 2002) on development activities. Over 90% of this amount was funded through the 10% holdback from distributable cash and proceeds received in the first quarter from Pengrowth’s distribution reinvestment plan and trust unit option plans. Of the $18.5 million, $16.2 million was spent on drilling, completion and tie-ins, and $2.3 million was spent on facilities. The majority of these costs were spent on development programs at Judy Creek ($4.9 million), Sable ($4.0 million), Weyburn ($2.9 million), the new B.C. properties ($2.7 million) and McLeod River ($1.1 million). Pengrowth’s total capital budget for 2003 is approximately $88 million.

 

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REVIEW OF DEVELOPMENT ACTIVITIES

First quarter development activities at Pengrowth’s major properties include the following:

Operated Properties

At Judy Creek:

•		One oil well was drilled in the southwest area of A Pool, and it was completed and placed on production and is currently producing 155 bopd. A second oil well was completed and is currently producing 125 bopd.
•		An injection well booster pump was installed at 14-12-064-11W5. This increased the water injection rate from 475 to 1250 barrels of water per day, which will result in improved water flood oil recovery.

At McLeod River:

•

To date in 2003 four wells have been drilled and cased. One well is on production, one well is being evaluated and two wells are awaiting completion.

At Oak:

•		Oak “C” unitization is essentially complete. Gas injection commenced in February and water injection on April 18th.
•		It is estimated an incremental two million barrels of oil is recoverable with the waterflood.

At Beaverdam:

•

A suspended Doig well was recompleted during the first quarter and placed on production April 10th. The well is currently producing 40 bopd and 250 mcf/d.

At Elm:

•

Pengrowth drilled three wells in Elm in the first quarter of 2003. One well was abandoned and two oil wells were successfully drilled, completed and tied in. Current production from these two wells is 60-75 bopd per well.

At Bullrush:

•

On-going optimization has been positive. One gas well was successfully acidized with an increase of 250 mcf/d and one suspended well was reactivated at 100 mcf/d.

At Velma:

•

A suspended well was re-completed late in 2002 and was tied in and placed on production in the first quarter of 2003 at 2.0 mmcf/d.

At Laprise:

•

A suspended well was successfully stimulated and tested at 1.5 mmcf/d. Work is in progress to tie the well in. A compressor has been ordered and depending on weather, construction will take place in the second quarter.

 

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PENGROWTH ENERGY TRUST - 9 -

Non-operated properties

At Weyburn Unit:

•		CO2 injection volumes from North Dakota Gasification Company averaged 70 mmcf/d with recycle volumes of 18 mmcf/d for a total injection rate of 88 mmcf/d. All of the CO2 injection wells in Phase 1B of the CO2 project have been commissioned with the exception of one well, which has a casing leak. Repair attempts have been unsuccessful and the well will be abandoned and redrilled.
•		Capital expenditures for the first quarter have been directed towards the CO2 miscible flood project and production optimization with the installment of several electrical submersible pumps and larger pump jacks.

At SOEP:

•		Workovers have been completed on several Venture and Thebaud wells and production is now approaching an operating range of approximately 42,500 MMBTU of raw gas per day net to Pengrowth.
•		In addition to the improved production from the Tier 1 fields, drilling of the first of two development wells will commence shortly at Alma, a Tier II field. Production from Alma is expected to begin before the end of this year and will provide additional productive capacity for the SOEP operations.
•		Construction of the South Venture platform is continuing with production expected to start by late 2004.

2003 Tax Estimate Update

Pengrowth forecasts that in the current commodity price environment, approximately 60-65 % of distributions paid in 2003 will be taxable to unitholders, with the remainder of distributions treated as return of capital and thus tax deferred. The taxability may increase if we witness commodity prices over the remainder of the year, or could be reduced if Pengrowth makes additional acquisitions and issues new equity during the balance of the year.

James S. Kinnear
Chairman, President and Chief Executive Officer
Pengrowth Energy Trust
May 22, 2003

 

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- 10 - PENGROWTH ENERGY TRUST

Consolidated Balance Sheets

(Stated in thousands of dollars)

			As at				As at
			March 31				December 31
			2003				2002
			(unaudited)				(audited)
ASSETS
CURRENT ASSETS
	Cash and term deposits		$	3,446			$	8,292
	Marketable securities (Note 6)			1,633				1,906
	Accounts receivable			61,231				41,426
	Inventory			1,116				1,301
				67,426				52,925
REMEDIATION TRUST FUND				6,688				6,679
PROPERTY, PLANT AND EQUIPMENT AND OTHER ASSETS				1,421,605				1,444,668
			$	1,495,719			$	1,504,272
LIABILITIES AND UNITHOLDERS’ EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities		$	44,161			$	43,092
	Distributions payable to unitholders			70,576				45,315
	Due to Pengrowth Management Limited			1,236				1,086
				115,973				89,493
LONG-TERM DEBT				307,226				316,501
FUTURE SITE RESTORATION COSTS				48,358				44,339
TRUST UNITHOLDERS’ EQUITY (Note 3)				1,024,162				1,053,939
SUBSEQUENT EVENT (Note 7)
			$	1,495,719			$	1,504,272

See accompanying notes to the consolidated financial statements.

 

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PENGROWTH ENERGY TRUST - 11 -

Consolidated Statements of Income

(Stated in thousands of dollars)
(Unaudited)
Three Months ended March 31				2003				2002
REVENUES
	Oil and gas sales			$	202,801			$	91,634
	Processing and other income				2,855				1,687
	Crown royalties, net of incentives				(32,691	)			(11,843	)
	Freehold royalties and mineral taxes				(2,494	)			(1,411	)
					170,471				80,067
	Interest and other income				82				427
NET REVENUE					170,553				80,494
EXPENSES
	Operating				39,482				27,525
	Amortization of injectants for miscible floods				9,863				12,178
	Interest				3,653				3,123
	General and administrative				3,691				2,230
	Management fee				3,763				1,396
	Loss (gain) on foreign exchange				750				(85	)
	Capital taxes				564				403
	Depletion and depreciation				43,152				30,447
	Future site restoration				4,569				2,829
					109,487				80,046
INCOME BEFORE THE FOLLOWING					61,066				448
ROYALTY INCOME ATTRIBUTABLE TO ROYALTY UNITS OTHER THAN THOSE HELD BY PENGROWTH ENERGY TRUST					16				6
NET INCOME				$	61,050			$	442
NET INCOME PER UNIT (Note 3) Basic				$	0.551			$	0.005
		Diluted		$	0.550			$	0.005

See accompanying notes to the consolidated financial statements.

 

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- 12 - PENGROWTH ENERGY TRUST

Consolidated Statements of Cash Flow

(Stated in thousands of dollars)
(Unaudited)
Three Months ended March 31			2003				2002
CASH PROVIDED BY (USED FOR):
OPERATING
	Net income		$	61,050			$	442
	Items not involving cash
	Depletion, depreciation and future site restoration			47,721				33,276
	Amortization of injectants			9,863				12,178
	Purchase of injectants			(9,475	)			(3,336	)
	Expenditures on remediation			(550	)			(224	)
Funds generated from operations				108,609				42,336
	Distributions			(71,961	)			(32,080	)
	Changes in non-cash operating working capital (Note 5)			(18,854	)			(10,742	)
				17,794				(486	)
FINANCING
	Change in long-term debt			(9,275	)			(6,371	)
	Proceeds from issue of trust units			6,394				860
				(2,881	)			(5,511	)
INVESTING
	Expenditures on property, plant and equipment			(18,503	)			(11,390	)
	Expenditures on property acquisitions			(1,973	)			—
	Proceeds from sale of marketable securities			273				—
	Change in non-cash investing working capital (Note 5)			453				7,953
	Change in Remediation Trust Fund			(9	)			(188	)
	Proceeds on property dispositions			—				4,954
	Purchase of marketable securities			—				(1,666	)
				(19,759	)			(337	)
DECREASE IN CASH				(4,846	)			(6,334	)
CASH AND TERM DEPOSITS AT BEGINNING OF PERIOD				8,292				3,797
CASH AND TERM DEPOSITS (BANK INDEBTEDNESS) AT END OF PERIOD			$	3,446			$	(2,537	)

See accompanying notes to the consolidated financial statements.

 

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PENGROWTH ENERGY TRUST - 13 -

Consolidated Statements of Trust
Unitholders’ Equity

(Stated in thousands of dollars)
(Unaudited)
Three Months ended March 31		2003				2002
Unitholders’ equity at beginning of period		$	1,053,939			$	817,203
Units issued, net of issue costs			6,394				860
Net income for period			61,050				442
Distributable cash (Note 2)			(97,221	)			(33,118	)
TRUST UNITHOLDERS’ EQUITY AT END OF PERIOD		$	1,024,162			$	785,387

 

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- 14 - PENGROWTH ENERGY TRUST

Notes To Consolidated Financial Statements

(Unaudited)
MARCH 31, 2003

(Tabular amounts are stated in thousands of dollars except per unit amounts)

1.		SIGNIFICANT ACCOUNTING POLICY
		The interim consolidated financial statements of Pengrowth Energy Trust include the accounts of Pengrowth Energy Trust and Pengrowth Corporation (collectively referred to as “Pengrowth”). The financial statements have been prepared by management in accordance with accounting principles generally accepted in Canada. The interim consolidated financial statements have been prepared following the same accounting policies and methods of computation as the consolidated financial statements for the fiscal year ended December 31, 2002. The disclosures provided below are incremental to those included with the annual consolidated financial statements. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in Pengrowth’s annual report for the year ended December 31, 2002.
2.		DISTRIBUTABLE CASH

			Three months ended
			March 31, 2003				March 31, 2002
Net income			$	61,050			$	442
Add (Deduct):
	Depletion, depreciation and future site restoration			47,721				33,276
	Remediation expenses and trust fund contributions			(621	)			(475	)
	Cash withheld to fund capital expenditures			(10,804	)			—
	Other			(125	)			(125	)
Distributable cash			$	97,221			$	33,118
Less: Actual distributions paid or declared				(82,201	)			(32,921	)
Balance to be distributed			$	15,020			$	197
Actual distributions paid or declared per unit			$	0.750			$	0.410

		The per unit amount of distributions paid or declared reflect actual distributions paid or declared based on units                      outstanding at the time.
3.		TRUST UNITS
		The authorized capital of Pengrowth is 500,000,000 trust units.

		March 31, 2003								December 31, 2002
Trust Units Issued		Number of units				Amount				Number of units				Amount
Balance, beginning of period			110,562,327			$	1,662,726				82,240,069			$	1,280,599
Issued for cash			—				—				28,125,000				404,350
Less: issue expenses			—				—				—				(24,989	)
Issued for cash on exercise of stock options			128,830				1,701				66,093				871
Issued for cash under Distribution Reinvestment (“DRIP”) Plan			329,677				4,693				131,165				1,895
Balance, end of period			111,020,834			$	1,669,120				110,562,327			$	1,662,726

The per unit amounts for net income are based on weighted average units outstanding for the period. The weighted average units outstanding for the three months ended March 31, 2003 were 110,768,338 units (March 31, 2002 – 82,266,485 units). In computing diluted net income per unit, 328,340 units were added to the weighted average number of units outstanding during the period ended March 31, 2003 (March 31, 2002– 24,162 units) for the dilutive effect of employee stock options and rights.

 

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PENGROWTH ENERGY TRUST - 15 -

		Trust Unit Option Plan
		As at March 31, 2003 options to purchase 4,269,734 trust units were outstanding (December 31, 2002 – 4,451,131) that expire at various dates to June 28, 2009.

		March 31, 2003								December 31, 2002
						Weighted								Weighted
		Number				Average				Number				Average
Trust Unit Options		of options				Exercise price				of options				Exercise price
Outstanding at beginning of period			4,451,131			$	16.78				3,106,635			$	17.78
Granted			—				—				1,895,603				15.14
Exercised			(128,830	)			13.20				(66,093	)			13.17
Cancelled			(52,567	)			17.15				(485,014	)			17.23
Outstanding at period-end			4,269,734				16.88				4,451,131				16.78
Exercisable at period-end			3,555,855				17.19				3,715,271				17.04

		Rights Incentive Plan
		As at March 31, 2003 rights to purchase 2,028,000 trust units were outstanding (December 31, 2002 – 1,964,100) that expire at various dates to March 3, 2008.

		March 31, 2003								December 31, 2002
						Weighted								Weighted
		Number				Average				Number				Average
Rights Incentive Options		of rights				Exercise price				of rights				Exercise price
Outstanding at beginning of period			1,964,100			$	13.29				—			$	—
Granted			63,900				15.50				1,964,100				13.61
Outstanding at period-end			2,028,000				13.03				1,964,100				13.29
Exercisable at period-end			676,000				13.03				654,700				13.29

		Fair Value of Unit Based Compensation
		Had compensation cost for options and rights granted to employees since January 1, 2002, been calculated based on the fair value method, net income would be reduced as follows:

			Three months ended
			March 31, 2003				March 31, 2002
Net income			$	61,050			$	442
Compensation cost related to options				(94	)			—
Compensation cost related to rights				(118	)			—
Pro forma net income			$	60,838			$	442
Pro forma net income per unit:
	Basic		$	0.549			$	0.005
	Diluted		$	0.548			$	0.005

4.		GUARANTEE
		The Company has adopted the provisions of Accounting Guideline acG-14, Disclosure of Guarantees.
		As at March 31, 2003, the Corporation has provided a guarantee to an investment dealer pursuant to the employee Trust Unit Margin Purchase Plan. Under the terms of this plan, employees, directors and consultants of the Corporation and Pengrowth Management Limited may purchase trust units and finance up to 75% of the purchase price through the investment dealer. Participants maintain personal margin loans with the investment dealer and are responsible for all interest costs and obligations with respect to their margin loans. The Corporation has provided a $5 million letter of credit to the investment dealer in relation to amounts owing under the plan.
		The Corporation acts as a guarantor on all margin loans under the plan. As at March 31, 2003, 2,486,926 trust units were deposited under the plan with a market value of $35,438,695 and a corresponding margin loan of $9,514,780. The investment dealer has limited the total margin loan available under the plan to the lesser of $15 million or 35% of the market value of units held under the plan. If the market value of the trust units under the plan declines, the Corporation may be required to make payments or post additional letters of credit to the investment dealer. Any payments to be made by the Corporation would be reduced by proceeds of liquidating the individual’s trust units held under the plan.

 

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- 16 - PENGROWTH ENERGY TRUST

5.		OTHER CASH FLOW DISCLOSURES
		Change in Non-Cash Operating Working Capital

		March 31, 2003				March 31, 2002
Accounts receivable		$	(19,805	)		$	(3,360	)
Inventory			185				2,250
Accounts payable and accrued liabilities			616				(9,450	)
Due to Pengrowth Management Limited			150				(182	)
		$	(18,854	)		$	(10,742	)

Change in Non-Cash Investing Working Capital

		March 31, 2003				March 31,2002
Accounts payable for capital accruals		$	453			$	3,933
Deposit on disposition of properties			—				4,020
		$	453			$	7,953

Cash Payments

		March 31, 2003				March 31,2002
Cash payments made for taxes		$	485			$	355
Cash payments made for interest		$	4,846			$	3,403

6.		FINANCIAL INSTRUMENTS
		Interest Rate Risk
		Pengrowth has fixed the interest rate on $125 million of its long-term debt for periods of three years ending November 30, 2004 ($75 million), December 31, 2004 ($25 million) and March 4, 2005 ($25 million) at an average interest rate of 4.09% (before stamping fees).
		The estimated fair value of the interest rate swaps has been determined based on the amount that Pengrowth would receive or pay to terminate the contracts at period end. Since forward interest rates have declined since entering into the contracts, as at March 31, 2003, the amount that Pengrowth would pay to terminate the interest rate swaps is $481,000.
		Foreign Exchange Risk
		Pengrowth entered into a foreign exchange swap which fixed the Canadian to U.S. dollar exchange rate at Cdn$1.55 per U.S.$1 on U.S.$750,000 per month for 2003 and 2004. This swap has mitigated a portion of the exchange risk on U.S. dollar denominated gas sales. The estimated fair value of the foreign exchange swap has been determined based on the amount Pengrowth would receive or pay to terminate the contract at period end. At March 31, 2003, the amount Pengrowth would receive to terminate the foreign exchange swap would be Cdn$791,000.
		Forward and Futures Contracts
		Pengrowth has a price risk management program whereby the commodity price associated with a portion of its future production is fixed. Pengrowth sells forward a portion of its future production through a combination of fixed price sales contracts with customers and commodity swap agreements with financial counterparties. The forward and futures contracts are subject to market risk from fluctuating commodity prices and exchange rates.
		As at March 31, 2003, Pengrowth had fixed the price applicable to future production as follows:
		Crude Oil:

Remaining Term		Volume (bbl/d)				Reference Point				Price (Cdn$/bbl)
2003
Financial:
April 1, 2003 – Dec. 31, 2003			10,000			WTI(1)				$	41.00
April 1, 2003 – Dec. 31, 2003			1,000			WTI(1)				$	46.30
2004
Financial:
Jan. 1, 2004 – Dec. 31, 2004			8,500			WTI(1)				$	38.09

 

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PENGROWTH ENERGY TRUST - 17 -

Natural Gas:

Remaining Term

Volume (mmbtu/d)

Reference Point

Price

2003

Financial:

April 1, 2003 – Dec. 31, 2003

7,500

Tetco M3(1)

$7.37 Cdn/mmbtu

April 1, 2003 – Dec. 31, 2003

7,000

Transco Z6

$3.90 U.S./mmbtu

April 1, 2003 – Dec. 31, 2003

2,500

Tetco M3(1)

$8.42 Cdn/mmbtu

April 1, 2003 – Dec. 31, 2003

2,370

AECO

$6.96 Cdn/mmbtu

April 1, 2003 – Dec. 31, 2003

2,370

Sumas(1)

$7.28 Cdn/mmbtu

Physical:

April 1, 2003 – Dec. 31, 2003

9,478

AECO

$5.73 Cdn/mmbtu

2004

Financial:

Jan. 1, 2004 – Dec. 31, 2004

5,000

Tetco M3(1)

$6.90 Cdn/mmbtu

Jan. 1, 2004 – Dec. 31, 2004

7,000

Transco Z6

$3.90 U.S./mmbtu

		(1)     Associated CDN$/US$ foreign exchange rate has been fixed.
		The estimated fair value of the financial crude oil and natural gas contracts have been determined based on the amounts Pengrowth would receive or pay to terminate the contracts at period-end. At March 31, 2003, the amount Pengrowth would receive to terminate the crude oil contracts is $4,031,000, and the amount Pengrowth would pay to terminate the natural gas contracts is $14,777,000.
		Fair Value of Financial Instruments
		The carrying value of financial instruments included in the balance sheet, other than bank debt, remediation trust fund and marketable securities, approximate their fair value due to their short maturity. The fair value of the marketable securities approximates their carrying amount. The fair value of the Remediation Trust Fund at March 31, 2003 was $7,323,000 (December 31, 2002 – $7,193,000).
7.		SUBSEQUENT EVENT
		On April 23, 2003, Pengrowth closed a U.S.$200 million private placement of senior unsecured notes to a group of U.S. investors. The notes were offered in two tranches of U.S.$150 million at 4.93% due April 2010 and U.S.$50 million at 5.47% due in April 2013. The proceeds from the private placement will be used to repay a portion of Pengrowth’s outstanding bank debt. Pengrowth’s borrowing capacity under the bank syndicate facility has been reduced by the amount of the private placement.

 

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- 18 - PENGROWTH ENERGY TRUST

Corporate Information

DIRECTORS OF PENGROWTH

PENGROWTH AND A STRONG

ABBREVIATIONS

CORPORATION

COMMUNITY

Thomas A. Cumming

Pengrowth Management Limited believes

bbl

barrel

Business Consultant

in enhancing the community where our

bcf

billion cubic feet

employees live and work. Pengrowth

boe*

barrels of oil

James S. Kinnear; Chairman

supports causes and institutions both

equivalent

President, Pengrowth Management

financially and through volunteer efforts

boe per day*

barrels of oil

Limited

and is proud of these associations and

equivalent per day

partnerships with many community-

lt

long tonnes

Francis G. Vetsch

building non-profit organizations

mbbls

thousand barrels

President, Quantex Resources Ltd.

mmbbls

million barrels

Pengrowth has a substantial investment in

mboe*

thousand barrels of

Stanley H. Wong

our community and although 100 percent

oil equivalent

President, Carbine Resources Ltd.

of the costs are attributed to Pengrowth

mmboe*

million barrels of oil

Management, Pengrowth Energy Trust

equivalent

John B. Zaozirny,

unitholders benefit through the visibility

mcf

thousand cubic feet

Counsel, McCarthy Tetrault

associated with these vital partnerships

mmcf

million cubic feet

Lead Director

mcf per day

thousand cubic feet

STOCK EXCHANGE LISTINGS

per day

Michael A. Grandin

The Toronto Stock Exchange:

mmcf per day

million cubic feet

Corporate Director

Symbol: PGF.UN

per day

The New York Stock Exchange:

Director Emeritus

Symbol: PGH

Thomas S. Dobson,

Pengrowth Energy Trust (EnergyTrust)

President,

PENGROWTH ENERGY TRUST

Pengrowth Corporation (Corporation)

T.S. Dobson Consultant Ltd.

Head Office

*6 mcf of gas = 1 barrel of oil

Suite 2900, 111 - 5 Avenue S.W.

OFFICERS OF PENGROWTH

Calgary, Alberta T2P 3Y6 Canada

CORPORATION

Telephone: (403) 233-0224

Toll-Free: 1 800 223-4122

James S. Kinnear

Facsimile: (403) 265-6251

President and Chief Executive Officer

Email: pengrowth@pengrowth.com

Website: http://www.pengrowth.com

Robert B. Hodgins

Toronto Office

Chief Financial Officer

2315, 200 Bay Street

Toronto, Ontario M5J 2J2 Canada

Gordon M. Anderson

Telephone: (416) 362-1748

Vice President

Toll-Free: 1 888 744-1111

Facsimile: (416) 362-8191

Henry D. McKinnon

Vice President, Operations

Halifax Office

Suite 407

Lynn Kis

1959 Upper Water Street

Vice President, Engineering

Halifax, NS B3J 3N2 Canada

Telephone: (902) 425-8778

Charles V. Selby

Facsimile: (902) 425-7887

Corporate Secretary

Contact: Jim MacDonald, General

Manager, East Coast Operations

Chris Webster

Treasurer

INVESTOR RELATIONS

For investor relations enquiries, please

Lianne Bigham

contact:

Controller

Dan Belot, Manager, Investor Relations

Telephone: (403) 233-0224

TRUSTEE

Toll-Free: 1 800 223-4122

Computershare Trust Company of

Facsimile: (403) 294-0051

Canada

Email: danielb@pengrowth.com

or

BANKERS

Sally Elliott, Investor Relations, Toronto

Bank Syndicate Agent:

Telephone: (416) 362-1748

Royal Bank of Canada

Toll-Free: 1 888 744-1111

Facsimile: (416) 362-8191

AUDITORS KPMG LLP   ENGINEERING CONSULTANTS Gilbert Laustsen Jung Associates Ltd.